GUARANTORS OF SECURITIES | GUARANTORS OF SECURITIES 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 the Guarantors to guarantee the 7.750% Senior Notes, the Company presents 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 accompanying consolidated financial statements and notes of the Company. Supplemental Condensed Consolidating Balance Sheet as of December 31, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 10,800 $ — $ 2,783 $ — $ 13,583 Receivables: Trade, net of allowance for doubtful accounts — 33,092 5,872 — 38,964 Tax receivables — — 2,829 — 2,829 Other — 1,126 497 — 1,623 Inventories, net — 20,746 366 — 21,112 Prepaid expenses 349 721 133 — 1,203 Escrow deposits — 3,250 — — 3,250 Total current assets 11,149 58,935 12,480 — 82,564 Property and equipment — 956,918 16,024 — 972,942 Accumulated depreciation — (296,573 ) (2,455 ) — (299,028 ) Net property and equipment — 660,345 13,569 — 673,914 Equity investments and advances — 30,056 — — 30,056 Investments in consolidated subsidiaries 161,350 — — (161,350 ) — Intangible assets — — 1,122 — 1,122 Deferred income taxes 19,600 — — (19,600 ) — Intercompany receivables 426,806 — — (426,806 ) — Other assets 1,011 3,370 60 — 4,441 Total assets $ 619,916 $ 752,706 $ 27,231 $ (607,756 ) $ 792,097 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 638 $ 13,655 $ 2,128 $ — $ 16,421 Accrued wages and benefits — 6,804 1,460 — 8,264 Accrued interest 549 57 — — 606 Accrued income taxes — 24 4 — 28 Current portion of long-term debt — 1,663 1,073 — 2,736 Accrued other taxes 18 1,192 600 — 1,810 Accrued contingencies — — 859 — 859 Other current liabilities 848 835 37 — 1,720 Total current liabilities 2,053 24,230 6,161 — 32,444 Long-term debt 172,292 27,979 1,903 — 202,174 Deferred income taxes — 124,948 1,250 (19,600 ) 106,598 Intercompany payables — 381,660 45,146 (426,806 ) — Other liabilities — 1,435 (1 ) — 1,434 Total liabilities 174,345 560,252 54,459 (446,406 ) 342,650 Redeemable noncontrolling interest — 4 3,762 — 3,766 Equity: Era Group Inc. stockholders’ equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 outstanding, exclusive of treasury shares 215 — — — 215 Additional paid-in capital 443,944 100,306 4,562 (104,868 ) 443,944 Retained earnings 4,363 92,034 (35,552 ) (56,482 ) 4,363 Treasury shares, at cost, 214,441 shares (2,951 ) — — — (2,951 ) Accumulated other comprehensive income, net of tax — 110 — — 110 Total equity 445,571 192,450 (30,990 ) (161,350 ) 445,681 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 619,916 $ 752,706 $ 27,231 $ (607,756 ) $ 792,097 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 $2,103 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: Era Group Inc. stockholders’ equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 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 Year Ended December 31, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 201,653 $ 60,466 $ (30,798 ) $ 231,321 Costs and expenses: Operating — 133,077 65,167 (30,798 ) 167,446 Administrative and general 7,887 28,451 5,754 — 42,092 Depreciation — 44,756 980 — 45,736 Total costs and expenses 7,887 206,284 71,901 (30,798 ) 255,274 Gains on asset dispositions, net — 4,364 143 — 4,507 Loss on impairment — (116,586 ) (432 ) — (117,018 ) Operating income (loss) (7,887 ) (116,853 ) (11,724 ) — (136,464 ) Other income (expense): Interest income 108 419 233 — 760 Interest expense (14,495 ) (800 ) (1,468 ) — (16,763 ) Foreign currency gains, net 256 330 (812 ) — (226 ) Other, net — 143 (155 ) — (12 ) Total other income (expense) (14,131 ) 92 (2,202 ) — (16,241 ) Income (loss) before income taxes and equity earnings (22,018 ) (116,761 ) (13,926 ) — (152,705 ) Income tax expense (benefit) (7,338 ) (112,295 ) (3,032 ) — (122,665 ) Income (loss) before equity earnings (14,680 ) (4,466 ) (10,894 ) — (30,040 ) Equity earnings, net of tax 1,425 — 1,425 Equity in earnings (losses) of subsidiaries (13,481 ) — — 13,481 — Net income (loss) (28,161 ) (3,041 ) (10,894 ) 13,481 (28,615 ) Net loss attributable to non-controlling interest in subsidiary — — 454 — 454 Net income (loss) attributable to Era Group Inc. $ (28,161 ) $ (3,041 ) $ (10,440 ) $ 13,481 $ (28,161 ) Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 225,773 $ 61,514 $ (40,059 ) $ 247,228 Costs and expenses: Operating — 138,350 71,572 (40,059 ) 169,863 Administrative and general 3,744 27,834 4,628 — 36,206 Depreciation — 48,248 1,067 — 49,315 Total costs and expenses 3,744 214,432 77,267 (40,059 ) 255,384 Gains on asset dispositions, net — 5,035 (248 ) — 4,787 Operating income (3,744 ) 16,376 (16,001 ) — (3,369 ) Other income (expense): Interest income 56 472 213 — 741 Interest expense (16,033 ) (809 ) (483 ) — (17,325 ) Derivative losses, net — — — — — Foreign currency gains (losses), net (77 ) (879 ) 963 — 7 Gain on debt extinguishment 518 — — — 518 Other, net — 11 58 — 69 Total other income (expense) (15,536 ) (1,205 ) 751 — (15,990 ) Income (loss) before income taxes and equity earnings (19,280 ) 15,171 (15,250 ) — (19,359 ) Income tax expense (benefit) (8,807 ) 4,971 479 — (3,357 ) Income (loss) before equity earnings (10,473 ) 10,200 (15,729 ) — (16,002 ) Equity earnings, net of tax — 1,092 — — 1,092 Equity in earnings (losses) of subsidiaries 2,495 — — (2,495 ) — Net income (loss) (7,978 ) 11,292 (15,729 ) (2,495 ) (14,910 ) Net income attributable to non-controlling interest in subsidiary — 6,349 583 — 6,932 Net income (loss) attributable to Era Group Inc. $ (7,978 ) $ 17,641 $ (15,146 ) $ (2,495 ) $ (7,978 ) Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 262,898 $ 18,952 $ (13 ) $ 281,837 Costs and expenses: Operating — 149,702 21,792 (13 ) 171,481 Administrative and general 6,484 33,326 3,002 — 42,812 Depreciation — 46,722 615 — 47,337 Total costs and expenses 6,484 229,750 25,409 (13 ) 261,630 Gains on asset dispositions, net — 8,582 (2,629 ) — 5,953 Goodwill impairment — (352 ) (1,514 ) — (1,866 ) Operating income (loss) (6,484 ) 41,378 (10,600 ) — 24,294 Other income (expense): Interest income 16 900 275 — 1,191 Interest expense (12,479 ) (773 ) (274 ) — (13,526 ) Intercompany interest income (expense) — — — — — Foreign currency gains (losses), net 569 (3,119 ) (40 ) — (2,590 ) Gain on debt extinguishment 1,617 — — — 1,617 Gain on sale of FBO 12,946 — — — 12,946 Other, net (3 ) 63 (15 ) — 45 Total other income (expense) 2,666 (2,947 ) (54 ) — (335 ) Income (loss) before income taxes and equity earnings (3,818 ) 38,431 (10,654 ) — 23,959 Income tax expense (benefit) (3,368 ) 17,625 (140 ) — 14,117 Income (loss) before equity earnings (450 ) 20,806 (10,514 ) — 9,842 Equity losses, net of tax — (1,943 ) — — (1,943 ) Equity in earnings (losses) of subsidiaries 9,155 — — (9,155 ) — Net income (loss) 8,705 18,863 (10,514 ) (9,155 ) 7,899 Net loss attributable to non-controlling interest in subsidiary — 376 430 — 806 Net income (loss) attributable to Era Group Inc. $ 8,705 $ 19,239 $ (10,084 ) $ (9,155 ) $ 8,705 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (28,161 ) $ (3,041 ) $ (10,894 ) $ 13,481 $ (28,615 ) Other comprehensive income (loss): Foreign currency translation adjustments — 18 — — 18 Income tax benefit — — — — — Total other comprehensive income (loss) — 18 — — 18 Comprehensive income (loss) (28,161 ) (3,023 ) (10,894 ) 13,481 (28,597 ) Comprehensive loss attributable to non-controlling interest in subsidiary — — 454 — 454 Comprehensive income (loss) attributable to Era Group Inc. $ (28,161 ) $ (3,023 ) $ (10,440 ) $ 13,481 $ (28,143 ) Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (7,978 ) $ 11,292 $ (15,729 ) $ (2,495 ) $ (14,910 ) Other comprehensive loss: Foreign currency translation adjustments — — — — — Income tax benefit — — — — — Total other comprehensive loss — — — — — Comprehensive income (loss) (7,978 ) 11,292 (15,729 ) (2,495 ) (14,910 ) Comprehensive loss attributable to non-controlling interest in subsidiary — 6,349 583 — 6,932 Comprehensive income (loss) attributable to Era Group Inc. $ (7,978 ) $ 17,641 $ (15,146 ) $ (2,495 ) $ (7,978 ) Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 8,705 $ 18,863 $ (10,514 ) $ (9,155 ) $ 7,899 Other comprehensive loss: Foreign currency translation adjustments — (4 ) — — (4 ) Income tax benefit — 1 — — 1 Total other comprehensive loss — (3 ) — — (3 ) Comprehensive income (loss) 8,705 18,860 (10,514 ) (9,155 ) 7,896 Comprehensive loss attributable to non-controlling interest in subsidiary — 376 430 — 806 Comprehensive income (loss) attributable to Era Group Inc. $ 8,705 $ 19,236 $ (10,084 ) $ (9,155 ) $ 8,702 Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ (14,706 ) $ 32,601 $ 2,201 $ — $ 20,096 Cash flows from investing activities: Purchases of property and equipment — (16,600 ) (170 ) — (16,770 ) Proceeds from disposition of property and equipment — 9,392 — — 9,392 Principal payments on notes due from equity investees — 761 — — 761 Investments in and advances to equity investees — (126 ) — — (126 ) Principal payments on third party notes receivable — 169 — — 169 Escrow deposits on like-kind exchanges, net — 527 — — 527 Net cash used in investing activities — (5,877 ) (170 ) — (6,047 ) Cash flows from financing activities: Proceeds from Revolving Credit Facility — 8,000 — 9,000 17,000 Payments on long-term debt — (1,526 ) (755 ) (43,000 ) (45,281 ) Proceeds from share award plans — — — 836 836 Purchase of treasury shares — — — (52 ) (52 ) Borrowings and repayments of intercompany debt — (33,216 ) — 33,216 — Net cash used in financing activities — (26,742 ) (755 ) — (27,497 ) Effects of exchange rate changes on cash and cash equivalents 32 18 31 — 81 Net increase (decrease) in cash and cash equivalents (14,674 ) — 1,307 — (13,367 ) Cash and cash equivalents, beginning of period 25,474 — 1,476 — 26,950 Cash and cash equivalents, end of period $ 10,800 $ — $ 2,783 $ — $ 13,583 Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ 17,909 $ 41,239 $ (644 ) $ — $ 58,504 Cash flows from investing activities: Purchases of property and equipment — (39,020 ) (180 ) (39,200 ) Proceeds from disposition of property and equipment — 28,381 228 28,609 Return of helicopter deposits — 544 — — 544 Principal payments on notes due from equity investees — 723 — — 723 Principal payments on third party notes receivable — 208 — — 208 Escrow deposits, net — (3,848 ) — 190 (3,658 ) Repayment of intercompany debt — 190 — (190 ) — Net cash used in investing activities — (12,822 ) 48 — (12,774 ) Cash flows from financing activities: Proceeds from Revolving Credit Facility — — — 12,000 12,000 Long-term debt issuance costs — — — (886 ) (886 ) Payments on long-term debt — (1,803 ) (1,641 ) (37,000 ) (40,444 ) Extinguishment of long-term debt — — — (4,331 ) (4,331 ) Proceeds from share award plans — — — 836 836 Purchase of treasury shares — — — (161 ) (161 ) Repayment of intercompany debt — (29,542 ) — 29,542 — Net cash provided by financing activities — (31,345 ) (1,641 ) — (32,986 ) Effects of exchange rate changes on cash and cash equivalents — (406 ) 242 — (164 ) Net increase (decrease) in cash and cash equivalents 17,909 (3,334 ) (1,995 ) — 12,580 Cash and cash equivalents, beginning of period 7,565 3,334 3,471 — 14,370 Cash and cash equivalents, end of period $ 25,474 $ — $ 1,476 $ — $ 26,950 Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by operating activities $ (8,916 ) $ 38,111 $ 15,261 $ — $ 44,456 Cash flows from investing activities: Purchases of property and equipment — (60,046 ) (11,774 ) 11,770 (60,050 ) Proceeds from disposition of property and equipment — 37,098 — (11,770 ) 25,328 Cash settlements on forward contracts, net — (1,103 ) — — (1,103 ) Business acquisitions, net of cash acquired — — (1,747 ) — (1,747 ) Investments in and advances to equity investees — (36 ) — — (36 ) Proceeds from sale of FBO — — — 14,252 14,252 Principal payments on notes due from equity investees — 688 — — 688 Principal payments on third party notes receivable — 52 — — 52 Escrow deposits, net — (1 ) — (190 ) (191 ) Repayment of intercompany debt — 14,062 — (14,062 ) — Net cash used in investing activities — (9,286 ) (13,521 ) — (22,807 ) Cash flows from financing activities: Proceeds from Revolving Credit Facility — — — 60,000 60,000 Long-term debt issuance costs — (71 ) — — (71 ) Payments on long-term debt — (2,458 ) (467 ) (55,000 ) (57,925 ) Extinguishment of long-term debt — — — (46,920 ) (46,920 ) Proceeds from share awards plans — — — 1,096 1,096 Tax expense on vested restricted stock — — — (127 ) (127 ) Purchase of treasury shares — — — (2,079 ) (2,079 ) Repayment of intercompany debt — (43,030 ) — 43,030 — Net cash used in financing activities — (45,559 ) (467 ) — (46,026 ) Effects of exchange rate changes on cash and cash equivalents — (2,120 ) — — (2,120 ) Net increase (decrease) in cash and cash equivalents (8,916 ) (18,854 ) 1,273 — (26,497 ) Cash and cash equivalents, beginning of period 16,481 22,188 2,198 — 40,867 Cash and cash equivalents, end of period $ 7,565 $ 3,334 $ 3,471 $ — $ 14,370 |