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, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 12,837 $ — $ 2,220 $ — $ 15,057 Receivables: Trade, operating, net of allowance for doubtful accounts of $903 — 29,552 5,794 — 35,346 Trade, dry-leasing — 3,940 — — 3,940 Tax receivable 1 — 3,205 — 3,206 Other — 1,002 449 — 1,451 Inventories, net — 20,808 56 — 20,864 Prepaid expenses 698 1,610 240 — 2,548 Total current assets 13,536 56,912 11,964 — 82,412 Property and equipment — 906,839 16,410 — 923,249 Accumulated depreciation — (302,649 ) (3,096 ) — (305,745 ) Property and equipment, net — 604,190 13,314 — 617,504 Equity investments and advances — 30,982 — — 30,982 Investments in consolidated subsidiaries 167,751 — — (167,751 ) — Intangible assets — — 1,115 — 1,115 Deferred income taxes 22,456 — — (22,456 ) — Intercompany receivables 379,788 — — (379,788 ) — Other assets 1,543 17,055 82 — 18,680 Total assets $ 585,074 $ 709,139 $ 26,475 $ (569,995 ) $ 750,693 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 183 $ 14,804 $ 2,259 $ — $ 17,246 Accrued wages and benefits — 5,995 1,521 — 7,516 Accrued interest 480 65 — — 545 Accrued income taxes — 12 28 — 40 Accrued other taxes — 1,593 372 — 1,965 Accrued contingencies — — 946 — 946 Current portion of long-term debt — 1,663 594 — 2,257 Other current liabilities 2,876 327 21 — 3,224 Total current liabilities 3,539 24,459 5,741 — 33,739 Long-term debt 145,590 27,148 49 — 172,787 Deferred income taxes — 124,509 1,250 (22,456 ) 103,303 Intercompany payables — 329,056 50,732 (379,788 ) — Other liabilities — 1,350 — — 1,350 Total liabilities 149,129 506,522 57,772 (402,244 ) 311,179 Redeemable noncontrolling interest — 3 3,463 — 3,466 Equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 21,688,959 outstanding, exclusive of treasury shares 219 — — — 219 Additional paid-in capital 445,885 100,306 4,562 (104,868 ) 445,885 Retained earnings (accumulated deficit) (7,208 ) 102,203 (39,322 ) (62,883 ) (7,210 ) Treasury shares, at cost, 215,141 shares (2,951 ) — — — (2,951 ) Accumulated other comprehensive income, net of tax 105 — — 105 Total equity 435,945 202,614 (34,760 ) (167,751 ) 436,048 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 585,074 $ 709,139 $ 26,475 $ (569,995 ) $ 750,693 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, operating, net of allowance for doubtful accounts of $1,196 — 27,968 5,872 — 33,840 Trade, dry-leasing — 5,124 — — 5,124 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 Accrued other taxes 18 1,192 600 — 1,810 Accrued contingencies — — 859 — 859 Current portion of long-term debt — 1,663 1,073 — 2,736 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: Common stock, $0.01 par value, 60,000,000 shares authorized; 21,319,150 shares 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, 215,141 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 Statements of Operations for the Three Months Ended June 30, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 50,049 $ 14,162 $ (6,483 ) $ 57,728 Costs and expenses: Operating — 32,659 14,156 (6,483 ) 40,332 Administrative and general 8,873 4,852 1,081 — 14,806 Depreciation — 9,873 243 — 10,116 Total costs and expenses 8,873 47,384 15,480 (6,483 ) 65,254 Losses on asset dispositions, net — (1,997 ) — — (1,997 ) Operating loss (8,873 ) 668 (1,318 ) — (9,523 ) Other income (expense): Interest income 5 334 7 — 346 Interest expense (3,292 ) (209 ) (20 ) — (3,521 ) Foreign currency losses, net (111 ) (155 ) (809 ) — (1,075 ) Other, net — 10 4 — 14 Total other income (expense) (3,398 ) (20 ) (818 ) — (4,236 ) Loss before income taxes and equity earnings (12,271 ) 648 (2,136 ) — (13,759 ) Income tax expense (benefit) (1,317 ) (1,257 ) — — (2,574 ) Loss before equity earnings (10,954 ) 1,905 (2,136 ) — (11,185 ) Equity in earnings (losses) of subsidiaries 575 669 — (575 ) 669 Net income (loss) (10,379 ) 2,574 (2,136 ) (575 ) (10,516 ) Net loss attributable to noncontrolling interest in subsidiary — — 137 — 137 Net income (loss) attributable to Era Group Inc. $ (10,379 ) $ 2,574 $ (1,999 ) $ (575 ) $ (10,379 ) 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 Six Months Ended June 30, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Revenues $ — $ 99,881 $ 28,629 $ (13,460 ) $ 115,050 Costs and expenses: Operating — 62,429 29,023 (13,460 ) 77,992 Administrative and general 13,186 11,225 2,466 — 26,877 Depreciation — 19,967 503 — 20,470 Total costs and expenses 13,186 93,621 31,992 (13,460 ) 125,339 Gains on asset dispositions, net — 2,417 — — 2,417 Operating income (loss) (13,186 ) 8,677 (3,363 ) — (7,872 ) Other income (expense): Interest income 9 430 53 — 492 Interest expense (7,595 ) (391 ) (111 ) — (8,097 ) Foreign currency losses, net (56 ) (125 ) (820 ) — (1,001 ) Gain on debt extinguishment — — 175 — 175 Other, net — 10 (4 ) — 6 Total other income (expense) (7,642 ) (76 ) (707 ) — (8,425 ) Income (loss) before income taxes and equity earnings (20,828 ) 8,601 (4,070 ) — (16,297 ) Income tax expense (benefit) (2,853 ) (459 ) — — (3,312 ) Income (loss) before equity earnings (17,975 ) 9,060 (4,070 ) — (12,985 ) Equity in earnings (losses) of subsidiaries 6,402 1,112 — (6,402 ) 1,112 Net income (loss) (11,573 ) 10,172 (4,070 ) (6,402 ) (11,873 ) Net loss attributable to noncontrolling interest in subsidiary — — 300 — 300 Net income (loss) attributable to Era Group Inc. $ (11,573 ) $ 10,172 $ (3,770 ) $ (6,402 ) $ (11,573 ) Supplemental Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) 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 Comprehensive Income for the Three Months Ended June 30, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (10,379 ) $ 2,574 $ (2,136 ) $ (575 ) $ (10,516 ) Comprehensive income (loss) (10,379 ) 2,574 (2,136 ) (575 ) (10,516 ) Comprehensive income attributable to noncontrolling interest in subsidiary — — 137 — 137 Comprehensive income (loss) attributable to Era Group Inc. $ (10,379 ) $ 2,574 $ (1,999 ) $ (575 ) $ (10,379 ) 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 ) 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 Six Months Ended June 30, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (11,573 ) $ 10,172 $ (4,070 ) $ (6,402 ) $ (11,873 ) Other comprehensive loss: Foreign currency translation adjustments — (5 ) — — (5 ) Total other comprehensive loss — (5 ) — — (5 ) Comprehensive income (loss) (11,573 ) 10,167 (4,070 ) (6,402 ) (11,878 ) Comprehensive loss attributable to noncontrolling interest in subsidiary — — 300 — 300 Comprehensive income (loss) attributable to Era Group Inc. $ (11,573 ) $ 10,167 $ (3,770 ) $ (6,402 ) $ (11,578 ) Supplemental 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 ) 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 Cash Flows for the Six Months Ended June 30, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by provided by operating activities $ 2,037 $ 922 $ 2,179 $ — $ 5,138 Cash flows from investing activities: Purchases of property and equipment — (5,779 ) (179 ) — (5,958 ) Proceeds from disposition of property and equipment — 29,497 — — 29,497 Principal payments on notes due from equity investees — 186 — — 186 Principal payments on third party notes receivable — 571 — — 571 Net cash used in investing activities — 24,475 (179 ) — 24,296 Cash flows from financing activities: Long-term debt issuance costs — — — (1,295 ) (1,295 ) Payments on long-term debt — (831 ) (2,181 ) (27,000 ) (30,012 ) Proceeds from share award plans — — — 484 484 Borrowings and repayments of intercompany debt — (27,811 ) — 27,811 — Net cash used in financing activities — (28,642 ) (2,181 ) — (30,823 ) Effects of exchange rate changes on cash and cash equivalents — (5 ) (382 ) — (387 ) Net increase (decrease) in cash and cash equivalents 2,037 (3,250 ) (563 ) — (1,776 ) Cash, cash equivalents and restricted cash, beginning of period 10,800 3,250 2,783 — 16,833 Cash, cash equivalents and restricted cash, end of period $ 12,837 $ — $ 2,220 $ — $ 15,057 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 investees — (126 ) — — (126 ) Principal payments on notes due from equity investees — 375 — — 375 Principal payments on third party notes receivable — 94 — — 94 Net cash provided by (used in) investing activities — (6,458 ) (34 ) — (6,492 ) Cash flows from financing activities: Proceeds from Revolving Credit Facility — — — 9,000 9,000 Payments on long-term debt — (832 ) (330 ) (17,000 ) (18,162 ) Proceeds from share award plans — — — 463 463 Purchase of treasury shares — — — (51 ) (51 ) Borrowings and repayments of intercompany debt — (7,588 ) — 16,588 9,000 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 (3,777 ) (39 ) — (1,849 ) Cash, cash equivalents and restricted cash, beginning of period 25,474 3,777 1,476 — 30,727 Cash, cash equivalents and restricted cash, end of period $ 27,441 $ — $ 1,437 $ — $ 28,878 |