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, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 48,396 $ — $ 2,357 $ — $ 50,753 Receivables: Trade, operating, net of allowance for doubtful accounts of $261 — 27,509 5,797 — 33,306 Trade, dry leasing — 3,803 — — 3,803 Tax receivables — 6 3,181 — 3,187 Other — 1,949 394 — 2,343 Inventories, net — 20,633 40 — 20,673 Prepaid expenses 398 1,219 190 — 1,807 Total current assets 48,794 55,119 11,959 — 115,872 Property and equipment — 900,611 16,550 — 917,161 Accumulated depreciation — (314,567 ) (3,400 ) — (317,967 ) Net property and equipment — 586,044 13,150 — 599,194 Equity investments and advances — 27,112 — — 27,112 Investments in consolidated subsidiaries 172,950 — — (172,950 ) — Intangible assets — — 1,107 — 1,107 Deferred income taxes 9,904 — — (9,904 ) — Intercompany receivables 366,541 — — (366,541 ) — Other assets 1,251 20,231 96 — 21,578 Total assets $ 599,440 $ 688,506 $ 26,312 $ (549,395 ) $ 764,863 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 136 $ 11,357 $ 1,668 $ — $ 13,161 Accrued wages and benefits 43 7,743 1,481 — 9,267 Accrued interest 500 69 — — 569 Accrued income taxes 918 6 49 — 973 Current portion of long-term debt — 1,663 395 — 2,058 Accrued other taxes — 768 500 — 1,268 Accrued contingencies — — 630 — 630 Other current liabilities 647 220 11 — 878 Total current liabilities 2,244 21,826 4,734 — 28,804 Long-term debt 133,900 26,317 — — 160,217 Deferred income taxes — 117,015 1,245 (9,903 ) 108,357 Intercompany payables — 310,727 55,847 (366,574 ) — Other liabilities — 720 27 — 747 Total liabilities 136,144 476,605 61,853 (376,477 ) 298,125 Redeemable noncontrolling interest — 3 3,299 — 3,302 Equity: Era Group Inc. stockholders’ equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 outstanding, exclusive of treasury shares 219 — — — 219 Additional paid-in capital 447,299 100,306 4,562 (104,869 ) 447,298 Retained earnings 18,254 111,482 (43,402 ) (68,049 ) 18,285 Treasury shares, at cost, 156,737 shares (2,476 ) — — — (2,476 ) Accumulated other comprehensive income, net of tax — 110 — — 110 Total equity 463,296 211,898 (38,840 ) (172,918 ) 463,436 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 599,440 $ 688,506 $ 26,312 $ (549,395 ) $ 764,863 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 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 Statements of Operations for the Year Ended December 31, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Revenues $ — $ 194,932 $ 55,625 $ (28,881 ) $ 221,676 Costs and expenses: Operating — 122,490 57,947 (28,914 ) 151,523 Administrative and general 15,017 25,597 4,512 — 45,126 Depreciation — 38,553 988 — 39,541 Total costs and expenses 15,017 186,640 63,447 (28,914 ) 236,190 Gains on asset dispositions, net — 1,618 (43 ) — 1,575 Litigation settlement proceeds 42,000 — — — 42,000 Loss on impairment — (991 ) — — (991 ) Operating income (loss) 26,983 8,919 (7,865 ) 33 28,070 Other income (expense): Interest income 395 1,371 276 — 2,042 Interest expense (14,149 ) (802 ) (180 ) — (15,131 ) Foreign currency gains, net (95 ) (178 ) (745 ) — (1,018 ) Gain on debt extinguishment — — 175 — 175 Other, net — 34 20 — 54 Total other income (expense) (13,849 ) 425 (454 ) — (13,878 ) Income (loss) before income taxes and equity earnings 13,134 9,344 (8,319 ) 33 14,192 Income tax expense (benefit) 10,845 (7,900 ) (5 ) — 2,940 Income (loss) before equity earnings 2,289 17,244 (8,314 ) 33 11,252 Equity in earnings (losses) of subsidiaries 11,601 2,206 — (11,601 ) 2,206 Net income (loss) 13,890 19,450 (8,314 ) (11,568 ) 13,458 Net loss attributable to non-controlling interest in subsidiary — — 464 — 464 Net income (loss) attributable to Era Group Inc. $ 13,890 $ 19,450 $ (7,850 ) $ (11,568 ) $ 13,922 Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2017 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) 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) 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 ) 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 Comprehensive Income for the Year Ended December 31, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 13,890 $ 19,450 $ (8,314 ) $ (11,568 ) $ 13,458 Other comprehensive income (loss): Foreign currency translation adjustments — — — — — Income tax benefit — — — — — Total other comprehensive income (loss) — — — — — Comprehensive income (loss) 13,890 19,450 (8,314 ) (11,568 ) 13,458 Comprehensive loss attributable to non-controlling interest in subsidiary — — 464 — 464 Comprehensive income (loss) attributable to Era Group Inc. $ 13,890 $ 19,450 $ (7,850 ) $ (11,568 ) $ 13,922 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 loss: Foreign currency translation adjustments — 18 — — 18 Income tax benefit — — — — — Total other comprehensive 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 Cash Flows for the Year Ended December 31, 2018 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by operating activities $ 37,596 $ 14,639 $ 2,119 $ — $ 54,354 Cash flows from investing activities: Purchases of property and equipment — (8,867 ) (349 ) — (9,216 ) Proceeds from disposition of property and equipment — 29,590 — — 29,590 Dividends received from equity investees — 1,000 — — 1,000 Principal payments on notes due from equity investees — 518 — — 518 Principal payments on third party notes receivable — 934 — — 934 Net cash provided by investing activities — 23,175 (349 ) — 22,826 Cash flows from financing activities: Long-term debt issuance costs — — — (1,295 ) (1,295 ) Payments on long-term debt — (1,662 ) (1,224 ) (39,000 ) (41,886 ) Proceeds from share award plans — — — 893 893 Extinguishment of long-term debt — — (1,221 ) — (1,221 ) Borrowings and repayments of intercompany debt — (39,402 ) — 39,402 — Net cash used in financing activities — (41,064 ) (2,445 ) — (43,509 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash — — 249 — 249 Net increase (decrease) in cash, cash equivalents and restricted cash 37,596 (3,250 ) (426 ) — 33,920 Cash, cash equivalents and restricted cash, beginning of year 10,800 3,250 2,783 — 16,833 Cash, cash equivalents and restricted cash, end of year $ 48,396 $ — $ 2,357 $ — $ 50,753 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 — — — — — Net cash used in investing activities — (6,404 ) (170 ) — (6,574 ) 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, cash equivalents and restricted cash 32 18 31 — 81 Net increase (decrease) in cash, cash equivalents and restricted cash (14,674 ) (527 ) 1,307 — (13,894 ) Cash, cash equivalents and restricted cash, beginning of year 25,474 3,777 1,476 — 30,727 Cash, cash equivalents and restricted cash, end of year $ 10,800 $ 3,250 $ 2,783 $ — $ 16,833 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 — — — — — Repayment of intercompany debt — — — — — Net cash used in investing activities — (9,164 ) 48 — (9,116 ) 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, cash equivalents and restricted cash — (478 ) 242 — (236 ) Net increase (decrease) in cash, cash equivalents and restricted cash 17,909 252 (1,995 ) — 16,166 Cash, cash equivalents and restricted cash, beginning of year 7,565 3,525 3,471 — 14,561 Cash, cash equivalents and restricted cash, end of year $ 25,474 $ 3,777 $ 1,476 $ — $ 30,727 |