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, 2019 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 114,965 $ — $ 2,401 $ — $ 117,366 Receivables: Trade, operating, net of allowance for doubtful accounts — 27,230 5,500 — 32,730 Trade, dry leasing — 5,234 — — 5,234 Tax receivables — 2 2,858 — 2,860 Other — 15,136 285 — 15,421 Inventories, net — 20,019 47 — 20,066 Prepaid expenses 488 1,480 216 — 2,184 Total current assets 115,453 69,101 11,307 — 195,861 Property and equipment — 878,281 16,782 — 895,063 Accumulated depreciation — (333,788 ) (4,376 ) — (338,164 ) Property and equipment, net — 544,493 12,406 — 556,899 Operating lease right-of-use — 7,694 1,774 — 9,468 Investments in consolidated subsidiaries 190,142 — — (190,142 ) — Intangible assets — — 96 — 96 Deferred income taxes 9,909 — — (9,909 ) — Intercompany receivables 288,023 — — (288,023 ) — Other assets 670 1,082 439 — 2,191 Total assets $ 604,197 $ 622,370 $ 26,022 $ (488,074 ) $ 764,515 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 405 $ 10,937 $ 1,581 $ — $ 12,923 Accrued wages and benefits 122 9,065 1,367 — 10,554 Accrued interest 468 52 — — 520 Accrued income taxes 3,595 1 16 — 3,612 Accrued other taxes — 487 450 — 937 Accrued contingencies — — 598 — 598 Current portion of long-term debt — 18,317 — — 18,317 Other current liabilities 1,053 1,866 396 — 3,315 Total current liabilities 5,643 40,725 4,408 — 50,776 Long-term debt 141,832 — — — 141,832 Deferred income taxes — 112,795 907 (9,909 ) 103,793 Intercompany payables — 225,341 62,702 (288,043 ) — Operating lease liabilities — 6,434 1,381 — 7,815 Deferred gains and other liabilities — 745 — — 745 Total liabilities 147,475 386,040 69,398 (297,952 ) 304,961 Redeemable noncontrolling interest — — 2,812 — 2,812 Equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 21,285,613 outstanding, exclusive of treasury shares 224 — — — 224 Additional paid-in capital 452,010 100,307 4,562 (104,870 ) 452,009 Retained earnings 14,671 136,023 (50,750 ) (85,252 ) 14,692 Treasury shares, at cost, 1,152,826 shares (10,183 ) — — — (10,183 ) Total equity 456,722 236,330 (46,188 ) (190,122 ) 456,742 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 604,197 $ 622,370 $ 26,022 $ (488,074 ) $ 764,515 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 ) Property and equipment, net — 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 Accrued other taxes — 768 500 — 1,268 Accrued contingencies — — 630 — 630 Current portion of long-term debt — 1,663 395 — 2,058 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 ) — Deferred gains and 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 Statements of Operations for the Year Ended December 31, 2019 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Revenues $ — $ 202,653 $ 55,695 $ (32,289 ) $ 226,059 Costs and expenses: Operating — 128,928 57,896 (32,278 ) 154,546 Administrative and general 5,777 28,930 3,571 — 38,278 Depreciation — 36,716 903 — 37,619 Total costs and expenses 5,777 194,574 62,370 (32,278 ) 230,443 Gains on asset dispositions, net — 3,657 — — 3,657 Loss on impairment — (2,551 ) — — (2,551 ) Operating income (loss) (5,777 ) 9,185 (6,675 ) (11 ) (3,278 ) Other income (expense): Interest income 1,617 1,761 109 — 3,487 Interest expense (13,007 ) (790 ) (77 ) — (13,874 ) Loss on sale of investments (569 ) — — — (569 ) Foreign currency gains (losses), net (40 ) 81 (513 ) — (472 ) Loss on debt extinguishment (13 ) — — — (13 ) Other, net (20 ) 1,010 (1,018 ) — (28 ) Total other income (expense) (12,032 ) 2,062 (1,499 ) — (11,469 ) Income (loss) before income taxes and equity earnings (17,809 ) 11,247 (8,174 ) (11 ) (14,747 ) Income tax expense (benefit) 2,964 (3,357 ) (338 ) — (731 ) Income (loss) before equity earnings (20,773 ) 14,604 (7,836 ) (11 ) (14,016 ) Equity in earnings (losses) of subsidiaries 17,191 9,935 — (17,191 ) 9,935 Net income (loss) (3,582 ) 24,539 (7,836 ) (17,202 ) (4,081 ) Net loss attributable to non-controlling interest in subsidiary — — 488 — 488 Net income (loss) attributable to Era Group Inc. $ (3,582 ) $ 24,539 $ (7,348 ) $ (17,202 ) $ (3,593 ) 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 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 income 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 Comprehensive Income for the Year Ended December 31, 2019 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (3,582 ) $ 24,539 $ (7,836 ) $ (17,202 ) $ (4,081 ) Comprehensive income (loss) (3,582 ) 24,539 (7,836 ) (17,202 ) (4,081 ) Comprehensive loss attributable to non-controlling interest in subsidiary — — 488 — 488 Comprehensive income (loss) attributable to Era Group Inc. $ (3,582 ) $ 24,539 $ (7,348 ) $ (17,202 ) $ (3,593 ) 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 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 income (loss): Foreign currency translation adjustments — 18 — — 18 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 Cash Flows for the Year Ended December 31, 2019 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ 75,592 $ (48,747 ) $ 706 $ — $ 27,551 Cash flows from investing activities: Purchases of property and equipment — (6,413 ) (145 ) — (6,558 ) Proceeds from disposition of property and equipment — 13,252 — — 13,252 Purchase of investments (5,000 ) — — — (5,000 ) Proceeds from sale of investments 4,430 — — — 4,430 Proceeds from sale of equity investees — 34,712 — — 34,712 Principal payments on notes due from equity investees — 2,334 — — 2,334 Principal payments on third party notes receivable — 5,447 — — 5,447 Net cash provided by (used in) investing activities (570 ) 49,332 (145 ) — 48,617 Cash flows from financing activities: Payments on long-term debt — (1,662 ) (393 ) — (2,055 ) Extinguishment of long-term debt (740 ) — — — (740 ) Proceeds from share award plans — — — 1,077 1,077 Purchase of treasury shares (7,707 ) — — — (7,707 ) Borrowings and repayments of intercompany debt — 1,077 — (1,077 ) — Net cash used in financing activities (8,447 ) (585 ) (393 ) — (9,425 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash — — (130 ) — (130 ) Net increase (decrease) in cash, cash equivalents and restricted cash 66,575 — 38 — 66,613 Cash, cash equivalents and restricted cash, beginning of year 48,396 — 2,357 — 50,753 Cash, cash equivalents and restricted cash, end of year $ 114,971 $ — $ 2,395 $ — $ 117,366 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 (used in) 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 |