(Mark one)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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72-1455213
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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818 Town & Country Blvd., Suite 200
Houston, Texas
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if a smaller
reporting company)
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Smaller reporting company
¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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dependence on, and the cyclical nature of, offshore oil and gas exploration, development and production activity;
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fluctuations in worldwide prices of and demand for oil and natural gas;
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•
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reliance on a small number of customers and reduction of our customer base resulting from consolidation;
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•
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inherent risks in operating helicopters;
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•
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the failure to maintain an acceptable safety record;
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•
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the ability to successfully expand into other geographic and helicopter service markets;
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the impact of increased United States (“U.S.”) and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities;
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the requirement to engage in competitive processes or expend significant resources with no guaranty of recoupment;
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the grounding of all or a portion of our fleet for extended periods of time or indefinitely;
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reduction or cancellation of services for government agencies;
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reliance on a small number of helicopter manufacturers and suppliers;
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•
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political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of our assets or result in claims of a force majeure situation;
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•
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declines in the global economy and financial markets;
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foreign currency exposure and exchange controls;
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credit risk exposure;
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the ongoing need to replace aging helicopters;
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reliance on the secondary used helicopter market to dispose of older helicopters;
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reliance on information technology;
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allocation of risk between the Company and its customers;
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liability, legal fees and costs in connection with providing emergency response services;
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risks associated with the Company’s debt structure;
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operational and financial difficulties of the Company’s joint ventures and partners;
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conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees;
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adverse results of legal proceedings;
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adverse weather conditions and seasonality;
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adequacy of insurance coverage;
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the attraction and retention of qualified personnel;
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restrictions on the amount of foreign ownership of the Company’s common stock;
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the effect of the Spin-off, including the ability of the Company to recognize the expected benefits from the Spin-off; and
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various other matters and factors, many of which are beyond the Company’s control.
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ITEM 1.
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BUSINESS
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•
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Heavy
helicopters, which have twin engines and a typical passenger capacity of 16 to 19, are primarily used in support of the deepwater offshore oil and gas industry, frequently in harsh environments or in areas with long distances from shore, such as those in the U.S. Gulf of Mexico, Brazil, Australia and the North Sea. Heavy helicopters are also used to support search and rescue operations.
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•
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Medium
helicopters, which mostly have twin engines and a typical passenger capacity of 11 to 12, are primarily used to support the offshore oil and gas industry, search and rescue services, air medical services, utility services including support of firefighting, mining, power line and pipeline survey activities and corporate uses.
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•
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Light
helicopters, which may have single or twin engines and a typical passenger capacity of five to nine, are used to support a wide range of activities, including the shallow water oil and gas industry, utility services, air medical services, tourism and corporate uses.
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As of December 31, 2014
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Owned
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Joint
Ventured
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Leased-in
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Managed
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Total
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Max.
Pass.
(1)
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Cruise
Speed
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Approx.
Range
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Average
Age
(2)
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(mph)
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(miles)
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(years)
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Heavy:
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EC225
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9
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—
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—
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—
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9
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19
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162
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582
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5
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Medium:
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AW139
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38
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1
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—
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—
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39
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12
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173
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426
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5
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B212
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9
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—
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—
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—
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9
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11
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115
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299
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36
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B412
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6
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—
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—
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—
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6
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11
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138
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352
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33
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S76 A/A++
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2
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—
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—
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—
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2
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12
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155
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348
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25
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S76 C+/C++
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5
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—
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—
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1
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6
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12
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161
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348
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8
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60
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1
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—
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1
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62
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Light—twin engine:
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A109
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7
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—
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—
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2
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9
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7
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161
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405
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9
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BK-117
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—
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—
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2
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1
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3
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9
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150
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336
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n/a
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EC135
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17
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—
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2
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1
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20
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7
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138
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288
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6
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EC145
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3
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—
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—
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2
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5
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9
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150
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336
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6
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27
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—
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4
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6
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37
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Light—single engine:
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A119
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17
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—
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—
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—
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17
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7
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161
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270
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8
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AS350
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35
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—
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—
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—
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35
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5
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138
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361
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18
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52
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—
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—
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—
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52
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Total Fleet
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148
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1
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4
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7
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160
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12
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(1)
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In typical configuration for our operations.
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(2)
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Reflects the average age of helicopters that are owned by us.
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•
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expectations as to future oil and gas commodity prices;
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customer assessments of offshore drilling prospects compared with land-based opportunities;
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customer assessments of cost, geological opportunity and political stability in host countries;
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worldwide demand for oil and natural gas;
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the ability of The Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;
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the level of production of non-OPEC countries;
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the relative exchange rates for the U.S. dollar; and
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various U.S. and international government policies regarding exploration and development of oil and gas reserves.
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ITEM 1A.
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RISK FACTORS
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general economic conditions;
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prevailing oil and gas prices and expectations about future prices and price volatility;
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actions of the Organization of Petroleum Exporting Countries and other oil producing countries to control prices or change production levels;
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the price and availability of alternative fuels;
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assessments of offshore drilling prospects compared with land-based opportunities that do not generally require our services;
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the costs of exploration, production and delivery of oil and natural gas offshore;
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global supply and demand for the oil and gas markets and expectations about future supply and demand;
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availability and rates of discovery of new oil and natural gas reserves in offshore areas;
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federal, state, local and international political conditions, and policies including those with respect to local content requirements and the exploration and development of oil and gas reserves;
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technological advancements affecting exploration, development and production of oil and gas and energy consumption;
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weather conditions;
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government regulation;
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regulation of drilling activities and the availability of drilling permits and concessions and environmental regulation; and
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the ability of oil and natural gas companies to generate or otherwise obtain funds for offshore oil and gas exploration, development and production and their capital expenditures budgets.
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local regulations restricting foreign ownership of helicopter operators;
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requirements to award contracts to local operators; and
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the number and location of new drilling concessions granted by foreign governments.
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political conditions and events, including embargoes;
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restrictive actions by U.S. and foreign governments, including those in Brazil, India, Norway, Spain, and the United Kingdom, that could limit our ability to provide services in those countries;
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fluctuations in currency exchange rates;
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the imposition of withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment;
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adverse tax consequences;
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limitations on repatriation of earnings or currency exchange controls and import/export quotas;
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nationalization, expropriation, asset seizure, blockades and blacklisting;
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limitations in the availability, amount or terms, of insurance coverage;
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loss of contract rights and inability to adequately enforce contracts;
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political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping;
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fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability;
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potential noncompliance with a wide variety of laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), and similar non-U.S. laws and regulations, including the U.K. Bribery Act 2010 (the “UKBA”) and Brazil’s Clean Companies Act (the “BCCA”);
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labor strikes;
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changes in general economic conditions;
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adverse changes in foreign laws or regulatory requirements, including those with respect to flight operations and environmental protections; and
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difficulty in staffing and managing widespread operations.
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make investments;
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incur or guarantee additional indebtedness;
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incur liens or pledge the assets of certain of our subsidiaries;
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pay dividends or make investments;
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enter into transactions with affiliates; and
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enter into certain sales of all or substantially all of our assets, mergers and consolidations.
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certification and reporting requirements;
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inspections;
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maintenance standards;
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personnel training standards; and
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maintenance of personnel and aircraft records.
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market conditions in the broader stock market;
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actual or anticipated fluctuations in our quarterly financial condition and results of operations;
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introduction of new equipment or services by us or our competitors;
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issuance of new or changed securities analysts’ reports or recommendations;
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sales, or anticipated sales, of large blocks of our stock;
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additions or departures of key personnel;
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regulatory or political developments;
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litigation and governmental investigations; and
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changing economic conditions.
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restrictions on the ability of our stockholders to fill a vacancy on the board of directors;
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restrictions related to the ability of non-U.S. citizens owning our Common Stock;
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our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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the absence of cumulative voting in the election of directors which may limit the ability of minority stockholders to elect directors; and
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advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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Name
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Age
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Position
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Christopher S. Bradshaw
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38
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Chief Executive Officer since November 2014 and Chief Financial Officer since October 2012. Mr. Bradshaw was appointed a director of the company in February 2015. He served as the Company’s Acting Chief Executive Officer from August 2014 to November 2014. From 2009 until 2012, Mr. Bradshaw served as Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm. Prior to co-founding U.S. Capital Advisors, he was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated. In addition, Mr. Bradshaw is an officer and director of certain Era Group joint ventures and subsidiaries.
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Shefali A. Shah
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43
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Senior Vice President, General Counsel and Corporate Secretary since March 2014 and served as our Acting General Counsel and Corporate Secretary from February 2013 through February 2014. Since June 2006, Ms. Shah held several positions with Comverse Technology, Inc., including Senior Vice President, General Counsel and Corporate Secretary. Prior thereto, Ms. Shah was an associate at Weil Gotshal & Manges LLP from September 2002 to May 2006 and Hutchins, Wheeler & Dittmar, P.C. from September 1996 to September 2002.
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Stuart Stavley
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42
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Senior Vice President - Operations and Fleet Management since October 2014. From October 2012 to October 2014, Mr. Stavley served as the Company’s Senior Vice President - Fleet Management, and from October 2010 to October 2012, he served as Vice President - Fleet Management. From September 2008 through October 2010, he served as the Company’s Director of Technical Services and from September 2005 through September 2008 as the Company’s Director of Maintenance. He began with the Company in 1993 and prior to September 2005 also served as Chief Inspector and Field AMT.
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Paul White
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40
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Senior Vice President - Commercial since October 2014. From October 2012 to October 2014, Mr. White served as the Company’s Senior Vice President - Domestic, and from August 2010 to October 2012, he served as Vice President, General Manager Gulf of Mexico. Mr. White served as the Company’s General Manager of Training from September 2008 to August 2010 and Director of Training from 2007 to 2010. Previously Mr. White served in various roles for the Company including Pilot, Check Airman, Senior Check Airman and Assistant Chief Pilot CFP Part 135.
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Jennifer Whalen
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41
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Vice President and Chief Accounting Officer since August 2013. From April 2012 to August 2013, Ms. Whalen served as the Company’s Controller. From August 2007 to March 2012, Ms. Whalen served in several capacities at nLIGHT Photonics Corporation, including as Director of Accounting. Prior to these roles, Ms. Whalen served as the Manager of Accounting at InFocus Corporation for just over two years. Ms. Whalen started her career in the assurance practice with PricewaterhouseCoopers LLP.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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HIGH
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LOW
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Year Ended December 31, 2014
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Fourth quarter
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$
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25.39
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$
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19.53
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Third quarter
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29.96
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21.75
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Second quarter
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30.84
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27.08
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First quarter
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31.99
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26.87
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Year Ended December 31, 2013
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Fourth quarter
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34.64
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26.59
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Third quarter
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27.95
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24.17
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Second quarter
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28.03
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20.85
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First quarter (from February 1, 2013)
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23.80
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18.55
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|
•
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restrictions in our Revolving Credit Facility, 7.750% Senior Notes and other debt instruments of ours outstanding at that time;
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•
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general economic and business conditions;
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•
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our financial condition and results of operations;
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•
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our capital requirements and the capital requirements of our subsidiaries;
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•
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the ability of our operating subsidiaries to pay dividends and make distributions to us; and
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•
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such other factors as our board of directors may deem relevant.
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Total Number of Shares Repurchased
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Average Price Paid Per
Share |
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
(1)
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||||||
October 1, 2014 - October 31, 2014
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—
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$
|
—
|
|
|
—
|
|
|
$
|
25,000,000
|
|
November 1, 2014 - November 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25,000,000
|
|
December 1, 2014 - December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25,000,000
|
|
(1)
|
On August 14, 2014, Era Group’s board of directors authorized the repurchase of up to $25.0 million in value of its Common Stock from time to time at the discretion of the Company’s executive management.
|
(1)
|
Index of Air Methods Corp, Bristow Group Inc., Gulfmark Offshore Inc., Hornbeck Offshore Services Inc., PHI Inc., Seacor Holdings Inc. and Tidewater Inc.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Revenues
|
|
$
|
331,222
|
|
|
$
|
298,959
|
|
|
$
|
272,921
|
|
|
$
|
258,148
|
|
|
$
|
235,366
|
|
Operating income
|
|
42,651
|
|
|
46,163
|
|
|
32,051
|
|
|
36,108
|
|
|
19,748
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
|
17,117
|
|
|
18,705
|
|
|
7,787
|
|
|
2,108
|
|
|
(3,639
|
)
|
|||||
Earnings (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.18
|
|
|
$
|
(3,639.00
|
)
|
Diluted
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.18
|
|
|
$
|
(3,639.00
|
)
|
Statement of Cash Flows Data – provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
78,286
|
|
|
$
|
64,371
|
|
|
$
|
13,915
|
|
|
$
|
40,930
|
|
|
$
|
83,743
|
|
Investing activities
|
|
(93,872
|
)
|
|
(43,459
|
)
|
|
(114,765
|
)
|
|
(149,089
|
)
|
|
(132,549
|
)
|
|||||
Financing activities
|
|
26,127
|
|
|
(1,508
|
)
|
|
32,634
|
|
|
183,094
|
|
|
46,963
|
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
|
(1,009
|
)
|
|
426
|
|
|
599
|
|
|
489
|
|
|
(1,768
|
)
|
|||||
Capital expenditures
|
|
(106,732
|
)
|
|
(110,105
|
)
|
|
(112,986
|
)
|
|
(158,929
|
)
|
|
(130,770
|
)
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
40,867
|
|
|
$
|
31,335
|
|
|
$
|
11,505
|
|
|
$
|
79,122
|
|
|
$
|
3,698
|
|
Total assets
|
|
1,017,174
|
|
|
958,583
|
|
|
937,564
|
|
|
933,224
|
|
|
719,024
|
|
|||||
Long-term debt, less current portion
|
|
282,118
|
|
|
279,391
|
|
|
276,948
|
|
|
285,098
|
|
|
35,885
|
|
|||||
Total equity
|
|
460,364
|
|
|
436,061
|
|
|
275,285
|
|
|
275,147
|
|
|
163,593
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
personnel (includes wages, benefits, payroll taxes, savings plans, subsistence and travel);
|
•
|
repairs and maintenance (primarily routine activities as well as helicopter refurbishments and engine and major component overhauls that are performed in accordance with planned maintenance programs);
|
•
|
insurance (the cost of hull and liability insurance premiums and loss deductibles);
|
•
|
fuel;
|
•
|
leased-in equipment (includes the cost of leasing helicopters and equipment); and
|
•
|
other (primarily base expenses, property, sales and use taxes, communication costs, freight expenses, and other).
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
$000s
|
|
%
|
|
$000s
|
|
%
|
|
$000s
|
|
%
|
||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
281,869
|
|
|
85
|
|
|
245,581
|
|
|
82
|
|
|
213,920
|
|
|
78
|
|
Foreign
|
|
49,353
|
|
|
15
|
|
|
53,378
|
|
|
18
|
|
|
59,001
|
|
|
22
|
|
Total operating revenues
|
|
331,222
|
|
|
100
|
|
|
298,959
|
|
|
100
|
|
|
272,921
|
|
|
100
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel
|
|
74,807
|
|
|
23
|
|
|
69,658
|
|
|
23
|
|
|
65,273
|
|
|
24
|
|
Repairs and maintenance
|
|
64,072
|
|
|
19
|
|
|
56,830
|
|
|
19
|
|
|
43,924
|
|
|
16
|
|
Insurance and loss reserves
|
|
9,656
|
|
|
3
|
|
|
10,609
|
|
|
3
|
|
|
10,750
|
|
|
4
|
|
Fuel
|
|
25,534
|
|
|
8
|
|
|
23,491
|
|
|
8
|
|
|
22,021
|
|
|
8
|
|
Leased-in equipment
|
|
1,138
|
|
|
—
|
|
|
2,941
|
|
|
1
|
|
|
1,450
|
|
|
—
|
|
Other
|
|
29,166
|
|
|
9
|
|
|
23,083
|
|
|
8
|
|
|
23,777
|
|
|
9
|
|
Total operating expenses
|
|
204,373
|
|
|
62
|
|
|
186,612
|
|
|
62
|
|
|
167,195
|
|
|
61
|
|
Administrative and general
|
|
43,987
|
|
|
13
|
|
|
38,924
|
|
|
13
|
|
|
34,785
|
|
|
13
|
|
Depreciation and amortization
|
|
46,312
|
|
|
14
|
|
|
45,561
|
|
|
15
|
|
|
42,502
|
|
|
15
|
|
Total costs and expenses
|
|
294,672
|
|
|
89
|
|
|
271,097
|
|
|
90
|
|
|
244,482
|
|
|
89
|
|
Gains on asset dispositions
|
|
6,101
|
|
|
2
|
|
|
18,301
|
|
|
6
|
|
|
3,612
|
|
|
1
|
|
Operating income
|
|
42,651
|
|
|
13
|
|
|
46,163
|
|
|
16
|
|
|
32,051
|
|
|
12
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
540
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
910
|
|
|
—
|
|
Interest expense
|
|
(14,778
|
)
|
|
(4
|
)
|
|
(18,050
|
)
|
|
(6
|
)
|
|
(10,648
|
)
|
|
(4
|
)
|
SEACOR management fees
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
(1
|
)
|
Derivative losses, net
|
|
(944
|
)
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
Note receivable impairment
|
|
(2,457
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency gains (losses), net
|
|
(2,377
|
)
|
|
(1
|
)
|
|
698
|
|
|
—
|
|
|
720
|
|
|
—
|
|
Other, net
|
|
(4
|
)
|
|
—
|
|
|
19
|
|
|
—
|
|
|
30
|
|
|
—
|
|
Total other income (expense)
|
|
(20,020
|
)
|
|
(6
|
)
|
|
(17,014
|
)
|
|
(6
|
)
|
|
(11,478
|
)
|
|
(5
|
)
|
Income before income tax expense and equity earnings
|
|
22,631
|
|
|
7
|
|
|
29,149
|
|
|
10
|
|
|
20,573
|
|
|
7
|
|
Income tax expense, net
|
|
8,285
|
|
|
3
|
|
|
11,727
|
|
|
4
|
|
|
7,298
|
|
|
2
|
|
Income before equity earnings
|
|
14,346
|
|
|
4
|
|
|
17,422
|
|
|
6
|
|
|
13,275
|
|
|
5
|
|
Equity earnings, net of tax
|
|
2,675
|
|
|
1
|
|
|
882
|
|
|
—
|
|
|
(5,528
|
)
|
|
(2
|
)
|
Net income
|
|
17,021
|
|
|
5
|
|
|
18,304
|
|
|
6
|
|
|
7,747
|
|
|
3
|
|
Net loss attributable to noncontrolling interest in subsidiary
|
|
96
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
40
|
|
|
—
|
|
Net income attributable to Era Group Inc.
|
|
17,117
|
|
|
5
|
|
|
18,705
|
|
|
6
|
|
|
7,787
|
|
|
3
|
|
Accretion of redemption value on Series A Preferred Stock
|
|
—
|
|
|
—
|
|
|
721
|
|
|
—
|
|
|
8,469
|
|
|
3
|
|
Net income (loss) attributable to common shares
|
|
17,117
|
|
|
5
|
|
|
17,984
|
|
|
6
|
|
|
(682
|
)
|
|
—
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
$000s
|
|
%
|
|
$000s
|
|
%
|
|
$000s
|
|
%
|
||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil and gas:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Gulf of Mexico
|
|
199,563
|
|
|
60
|
|
|
160,611
|
|
|
54
|
|
|
140,900
|
|
|
52
|
|
Alaska
|
|
29,982
|
|
|
9
|
|
|
38,255
|
|
|
13
|
|
|
25,969
|
|
|
9
|
|
International
|
|
3,115
|
|
|
1
|
|
|
4,768
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Total oil and gas
|
|
232,660
|
|
|
70
|
|
|
203,634
|
|
|
69
|
|
|
166,869
|
|
|
61
|
|
Dry-leasing
|
|
46,645
|
|
|
14
|
|
|
48,963
|
|
|
16
|
|
|
59,256
|
|
|
22
|
|
Search and rescue
|
|
22,563
|
|
|
7
|
|
|
16,764
|
|
|
6
|
|
|
10,674
|
|
|
4
|
|
Air medical services
|
|
11,098
|
|
|
3
|
|
|
12,740
|
|
|
4
|
|
|
19,751
|
|
|
7
|
|
Flightseeing
|
|
6,989
|
|
|
2
|
|
|
7,095
|
|
|
2
|
|
|
6,998
|
|
|
2
|
|
FBO
|
|
11,665
|
|
|
4
|
|
|
10,182
|
|
|
3
|
|
|
9,782
|
|
|
4
|
|
Eliminations
|
|
(398
|
)
|
|
—
|
|
|
(419
|
)
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
Total operating revenues
|
|
331,222
|
|
|
100
|
|
|
298,959
|
|
|
100
|
|
|
272,921
|
|
|
100
|
|
(1)
|
Primarily oil and gas exploration and production activities, but also includes revenues from utility services including support of firefighting, mining, power line and pipeline survey activities.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
78,286
|
|
|
$
|
64,371
|
|
|
$
|
13,915
|
|
Investing activities
|
|
(93,872
|
)
|
|
(43,459
|
)
|
|
(114,765
|
)
|
|||
Financing activities
|
|
26,127
|
|
|
(1,508
|
)
|
|
32,634
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
|
(1,009
|
)
|
|
426
|
|
|
599
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
9,532
|
|
|
$
|
19,830
|
|
|
$
|
(67,617
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Operating income before depreciation and gains on asset dispositions and impairments, net
|
|
$
|
82,862
|
|
|
$
|
73,423
|
|
|
$
|
70,941
|
|
Changes in operating assets and liabilities before interest and income taxes
|
|
2,149
|
|
|
6,102
|
|
|
(102,327
|
)
|
|||
Cash settlements on derivative transactions, net
|
|
(471
|
)
|
|
(478
|
)
|
|
—
|
|
|||
Dividends received from equity investees
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Interest paid, excluding capitalized interest of $4,667, $1,123 and $1,500 in 2014, 2013 and 2012, respectively
|
|
(13,420
|
)
|
|
(17,839
|
)
|
|
(7,821
|
)
|
|||
Benefit on net tax operating losses purchased by SEACOR
|
|
—
|
|
|
—
|
|
|
51,961
|
|
|||
Income taxes refunded (paid)
|
|
(1,825
|
)
|
|
20
|
|
|
(143
|
)
|
|||
SEACOR management fees
|
|
—
|
|
|
(168
|
)
|
|
(2,000
|
)
|
|||
Note receivable impairment
|
|
2,457
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
6,534
|
|
|
3,311
|
|
|
3,320
|
|
|||
Total cash flows provided by operating activities
|
|
78,286
|
|
|
64,371
|
|
|
13,915
|
|
•
|
Capital expenditures were
$106.7 million
which consisted primarily of helicopter acquisitions, deposits on future helicopter deliveries and a base expansion project.
|
•
|
Proceeds from the disposition of property and equipment were
$7.1 million
.
|
•
|
Proceeds from the sale of interest in equity investees were
$6.4 million
.
|
•
|
Net principal payments on notes due from third-parties and equity investees were
$1.1 million
.
|
•
|
Capital expenditures were $110.1 million, which consisted primarily of helicopter acquisitions.
|
•
|
Proceeds from the disposition of property and equipment were $65.2 million.
|
•
|
Net principal payments on notes receivable from third-parties and equity investees were $1.5 million.
|
•
|
Capital expenditures were $113.0 million, which consisted primarily of helicopter acquisitions.
|
•
|
Proceeds from the disposition of property and equipment were $5.2 million.
|
•
|
Investments in, and advances to, 50% or less owned companies were $10.6 million.
|
•
|
Net principal payments on notes receivable from third-parties and equity investees were $3.6 million.
|
•
|
Borrowings under the Revolving Credit Facility were
$30.0 million
.
|
•
|
Net principal payments on long-term debt were
$2.9 million
.
|
•
|
Issuance costs related to the Revolving Credit Facility were
$2.4 million
.
|
•
|
Proceeds from share-based award plans were
$1.5 million
.
|
•
|
Net principal payments on long-term debt were $52.8 million.
|
•
|
Borrowings under the Prior Credit Facility were $55.0 million.
|
•
|
Dividends paid on Series A preferred stock were $5.0 million.
|
•
|
Proceeds from SEACOR on the settlement of stock options were $0.7 million.
|
•
|
Proceeds and tax benefits from share-based awards were $0.5 million.
|
•
|
Proceeds of $191.9 million, net of issuance costs, for our 7.750% Senior Notes.
|
•
|
Proceeds from the issuance of Series B preferred stock were $100.0 million.
|
•
|
Borrowings under the Prior Credit Facility were $88.0 million.
|
•
|
Net principal payments on long-term debt were $292.8 million.
|
•
|
Payments in connection with the repurchase of Series B preferred stock from SEACOR were $50.0 million.
|
•
|
Dividends paid to SEACOR were $4.4 million.
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
|
$
|
449,080
|
|
|
$
|
46,752
|
|
|
$
|
36,432
|
|
|
$
|
119,396
|
|
|
$
|
246,500
|
|
Capital purchase obligations
(2)
|
|
232,272
|
|
|
114,918
|
|
|
$
|
117,354
|
|
|
$
|
—
|
|
|
—
|
|
|||
Operating leases
(3)
|
|
14,921
|
|
|
2,078
|
|
|
$
|
3,461
|
|
|
$
|
1,397
|
|
|
7,985
|
|
|||
Purchase obligations
(4)
|
|
2,482
|
|
|
2,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|||
|
|
$
|
698,755
|
|
|
$
|
166,230
|
|
|
$
|
157,247
|
|
|
$
|
120,793
|
|
|
$
|
254,485
|
|
(1)
|
Maturities of our borrowings, interest payments pursuant to such borrowings and a capital commitment fee on our Revolving Credit Facility are based on contractual terms. Interest amounts represent the expected cash payments for interest on our long-term debt based on the interest rates in place and amounts outstanding as of
December 31, 2014
.
|
(2)
|
Capital purchase obligations represent commitments for the purchase of
19
new helicopters, consisting of
five
AW169 light twin helicopters,
ten
AW189 heavy helicopters and
four
S92 heavy helicopters and from a base expansion project. Of the total unfunded capital commitments,
$131.3 million
may be terminated without further liability other than liquidated damages of
$8.7 million
in the aggregate. These commitments are not recorded as liabilities on our consolidated balance sheet as we had not yet received the goods or taken title to the property. The AW189 helicopters are scheduled to be delivered beginning
2015
through
2017
. The S92 helicopters are scheduled to be delivered in
2015
and
2016
. Delivery dates for the AW169 helicopters have yet to be determined.
|
(3)
|
Operating leases primarily include leases of helicopters and other property that have a remaining term in excess of one year.
|
(4)
|
Purchase obligations primarily include purchase orders for helicopter inventory and maintenance. These commitments are for goods and services to be acquired in the ordinary course of business and are fulfilled by our vendors within a short period of time.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as part of this report:
|
Exhibit Index
|
|
Exhibit Description
|
|
2.1
|
*
|
|
Distribution Agreement between SEACOR Holdings Inc. and Era Group Inc. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
3.1
|
*
|
|
Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
3.2
|
*
|
|
Amended and Restated Bylaws of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
4.1
|
*
|
|
Form of Common Stock Certificate of Era Group Inc. (incorporated herein by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on January 15, 2013, as amended (File No. 001-35701)).
|
4.2
|
*
|
|
Indenture, dated as of December 7, 2012, among Era Group Inc., the guarantors named therein and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.3 of the Company’s Amendment No. 1 to Registration Statement on Form 10 filed with the SEC on January 15, 2013, as amended (File No. 001-35701)).
|
10.1
|
*
|
|
Amended and Restated Transition Services Agreement between SEACOR Holdings Inc. and Era Group Inc. (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
10.2
|
*
|
|
Tax Matters Agreement between SEACOR Holdings Inc. and Era Group Inc. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
10.3
|
*
|
|
Employee Matters Agreement between SEACOR Holdings Inc. and Era Group Inc. (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2013 (File No. 001-35701)).
|
10.4
|
* +
|
|
Era Group Inc. 2012 Share Incentive Plan. (incorporated herein by reference to Exhibit 10.4 of the Company’s Registration Statement on Form 10 filed with the SEC on October 12, 2012, as amended (File No. 001-35701)).
|
10.5
|
* +
|
|
Form of Stock Option Grant Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2013, as amended (File No. 001-35701)).
|
10.6
|
* +
|
|
Form of Restricted Stock Grant Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan. (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2013, as amended (File No. 001-35701)).
|
10.7
|
* +
|
|
Form of Performance-Based Restricted Stock Grant Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan. (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2013 (File No. 001-35701)).
|
10.8
|
* +
|
|
Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan (incorporated herein by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013 (File No. 001-35701)).
|
10.9
|
+
|
|
Form of Time-based Restricted Stock Agreement pursuant to the Era Group Inc. 2012 share Incentive Plan.
|
10.10
|
* +
|
|
Form of Indemnification Agreement between Era Group Inc. and individual officers and directors. (incorporated herein by reference to Exhibit 10.10 of the Company’s Registration Statement on Form 10 filed with the SEC on October 12, 2012, as amended (File No. 001-35701)).
|
10.11
|
* +
|
|
Era Group Inc. Management Incentive Plan (incorporated herein by reference to Exhibit 10.11 of the Company’s Amendment No. 1 to Registration Statement on Form 10 filed with the SEC on December 18, 2012, as amended (File No. 001-35701)).
|
10.12
|
* +
|
|
Era Group Inc. 2013 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed with the Commission on March 8, 2013 (File No. 333-187166))
|
10.13
|
*
|
|
Series B Exchange Agreement, dated December 18, 2012, between SEACOR Holdings Inc. and Era Group Inc. (incorporated herein by reference to Exhibit 10.12 of the Company’s Amendment No. 3 to Registration Statement on Form 10 filed with the SEC on January 14, 2013, as amended (File No. 001-35701)).
|
10.14
|
*
|
|
Separation and Consulting Agreement dated February 27, 2013 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2013 (File No. 001-35701))
|
10.15
|
*
|
|
Amended and restated agreement dated March 31, 2014 for a $300,000,000 Senior Secured Revolving Credit Facility by and among Era Group Inc., Suntrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, Suntrust Bank, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Regions Bank and other financial institutions identified on Schedule A thereto (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 6, 2014 (File No. 001-35701))
|
10.16
|
*
|
|
Separation and Consulting Agreement dated August 28, 2014 (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the SEC on November 4, 2014 (File No. 001-35701))
|
21.1
|
|
|
List of subsidiaries of Era Group Inc.
|
23.1
|
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
31.1
|
|
|
Certification by the Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
|
32.1
|
|
|
Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Incorporated herein by reference as indicated.
|
+
|
Management contracts or compensatory plans or arrangements required to be filed as an Exhibit pursuant to Item 15 (b) of the rules governing the preparation of this Annual Report on Form 10-K.
|
|
Era Group Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher S. Bradshaw
|
|
|
|
Christopher S. Bradshaw,
Chief Executive Officer and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
March 10, 2015
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated. |
|||
|
|
|
|
Signer
|
Title
|
|
Date
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
Chief Executive Officer, Chief Financial Officer and Director
|
March 10, 2015
|
|
Christopher S. Bradshaw
|
(Principal Executive Officer and Principal Financial Officer)
|
|
|
|
|
|
|
/s/ Jennifer D. Whalen
|
Vice President and Chief Accounting Officer
|
March 10, 2015
|
|
Jennifer D. Whalen
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
/s/ Charles Fabrikant
|
Chairman of the Board and Director
|
March 10, 2015
|
|
Charles Fabrikant
|
|
|
|
|
|
|
|
/s/ Blaine V. Fogg
|
Director
|
|
March 10, 2015
|
Blaine V. Fogg
|
|
|
|
|
|
|
|
/s/ Steven Webster
|
Director
|
|
March 10, 2015
|
Steven Webster
|
|
|
|
|
|
|
|
/s/ Ann Fairbanks
|
Director
|
|
March 10, 2015
|
Ann Fairbanks
|
|
|
|
|
|
|
|
/s/ Christopher P. Papouras
|
Director
|
|
March 10, 2015
|
Christopher P. Papouras
|
|
|
|
|
|
|
|
/s/ Yueping Sun
|
Director
|
|
March 10, 2015
|
Yueping Sun
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
||
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
Houston, Texas
|
|
March 10, 2015
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
40,867
|
|
|
$
|
31,335
|
|
Receivables:
|
|
|
|
|
||||
Trade, net of allowance for doubtful accounts of $1,955 and $3,101 in 2014 and 2013, respectively
|
|
33,390
|
|
|
38,137
|
|
||
Other, net of allowance for doubtful accounts of $437 in 2014 and 2013
|
|
2,062
|
|
|
4,374
|
|
||
Inventories, net
|
|
26,869
|
|
|
26,853
|
|
||
Prepaid expenses and other
|
|
2,661
|
|
|
2,167
|
|
||
Deferred income taxes
|
|
1,996
|
|
|
2,347
|
|
||
Total current assets
|
|
107,845
|
|
|
105,213
|
|
||
Property and equipment:
|
|
|
|
|
||||
Helicopters
|
|
920,412
|
|
|
864,900
|
|
||
Construction in progress
|
|
124,043
|
|
|
85,289
|
|
||
Machinery, equipment and spares
|
|
82,330
|
|
|
75,170
|
|
||
Buildings and leasehold improvements
|
|
30,535
|
|
|
29,138
|
|
||
Furniture, fixtures, vehicles and other
|
|
13,947
|
|
|
12,461
|
|
||
Property and equipment, at cost
|
|
1,171,267
|
|
|
1,066,958
|
|
||
Accumulated depreciation
|
|
(308,141
|
)
|
|
(263,306
|
)
|
||
Property and equipment, net
|
|
863,126
|
|
|
803,652
|
|
||
Equity investments and advances
|
|
31,753
|
|
|
34,986
|
|
||
Goodwill
|
|
352
|
|
|
352
|
|
||
Other assets
|
|
14,098
|
|
|
14,380
|
|
||
Total assets
|
|
$
|
1,017,174
|
|
|
$
|
958,583
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
15,120
|
|
|
$
|
13,293
|
|
Accrued wages and benefits
|
|
7,521
|
|
|
8,792
|
|
||
Accrued interest
|
|
949
|
|
|
772
|
|
||
Accrued income taxes
|
|
267
|
|
|
613
|
|
||
Derivatives
|
|
1,109
|
|
|
621
|
|
||
Current portion of long-term debt
|
|
27,426
|
|
|
2,787
|
|
||
Other current liabilities
|
|
3,162
|
|
|
3,267
|
|
||
Total current liabilities
|
|
55,554
|
|
|
30,145
|
|
||
Long-term debt
|
|
282,118
|
|
|
279,391
|
|
||
Deferred income taxes
|
|
217,027
|
|
|
209,574
|
|
||
Other liabilities
|
|
2,111
|
|
|
3,412
|
|
||
Total liabilities
|
|
556,810
|
|
|
522,522
|
|
||
Commitments and contingencies (see Note 15)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
||||
Era Group Inc. stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,371,672 and 20,189,895 outstanding in 2014 and 2013, respectively, exclusive of treasury shares
|
|
204
|
|
|
202
|
|
||
Additional paid-in capital
|
|
429,109
|
|
|
421,310
|
|
||
Retained earnings
|
|
31,797
|
|
|
14,680
|
|
||
Treasury shares, at cost, 18,609 and 4,350 shares in 2014 and 2013, respectively
|
|
(551
|
)
|
|
(113
|
)
|
||
Accumulated other comprehensive income, net of tax
|
|
95
|
|
|
176
|
|
||
Total Era Group Inc. stockholders’ equity
|
|
460,654
|
|
|
436,255
|
|
||
Noncontrolling interest in subsidiary
|
|
(290
|
)
|
|
(194
|
)
|
||
Total equity
|
|
460,364
|
|
|
436,061
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
1,017,174
|
|
|
$
|
958,583
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenues
|
|
$
|
331,222
|
|
|
$
|
298,959
|
|
|
$
|
272,921
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating
|
|
204,373
|
|
|
186,612
|
|
|
167,195
|
|
|||
Administrative and general
|
|
43,987
|
|
|
38,924
|
|
|
34,785
|
|
|||
Depreciation
|
|
46,312
|
|
|
45,561
|
|
|
42,502
|
|
|||
Total costs and expenses
|
|
294,672
|
|
|
271,097
|
|
|
244,482
|
|
|||
Gains on asset dispositions
|
|
6,101
|
|
|
18,301
|
|
|
3,612
|
|
|||
Operating income
|
|
42,651
|
|
|
46,163
|
|
|
32,051
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
540
|
|
|
591
|
|
|
910
|
|
|||
Interest expense
|
|
(14,778
|
)
|
|
(18,050
|
)
|
|
(10,648
|
)
|
|||
SEACOR management fees
|
|
—
|
|
|
(168
|
)
|
|
(2,000
|
)
|
|||
Derivative losses, net
|
|
(944
|
)
|
|
(104
|
)
|
|
(490
|
)
|
|||
Note receivable impairment
|
|
(2,457
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency gains (losses), net
|
|
(2,377
|
)
|
|
698
|
|
|
720
|
|
|||
Other, net
|
|
(4
|
)
|
|
19
|
|
|
30
|
|
|||
Total other income (expense)
|
|
(20,020
|
)
|
|
(17,014
|
)
|
|
(11,478
|
)
|
|||
Income before income tax expense and equity earnings (losses)
|
|
22,631
|
|
|
29,149
|
|
|
20,573
|
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Current
|
|
1,235
|
|
|
4,591
|
|
|
(51,213
|
)
|
|||
Deferred
|
|
7,050
|
|
|
7,136
|
|
|
58,511
|
|
|||
Total income tax expense
|
|
8,285
|
|
|
11,727
|
|
|
7,298
|
|
|||
Income before equity earnings
|
|
14,346
|
|
|
17,422
|
|
|
13,275
|
|
|||
Equity earnings (losses), net of tax
|
|
2,675
|
|
|
882
|
|
|
(5,528
|
)
|
|||
Net income
|
|
17,021
|
|
|
18,304
|
|
|
7,747
|
|
|||
Net loss attributable to noncontrolling interest in subsidiary
|
|
96
|
|
|
401
|
|
|
40
|
|
|||
Net income attributable to Era Group Inc.
|
|
17,117
|
|
|
18,705
|
|
|
7,787
|
|
|||
Accretion of redemption value on Series A Preferred Stock
|
|
—
|
|
|
721
|
|
|
8,469
|
|
|||
Net income (loss) attributable to common shares
|
|
$
|
17,117
|
|
|
$
|
17,984
|
|
|
$
|
(682
|
)
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
Diluted
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
20,073,378
|
|
|
20,299,854
|
|
|
24,500,000
|
|
|||
Diluted
|
|
20,139,581
|
|
|
20,344,782
|
|
|
24,500,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
17,021
|
|
|
$
|
18,304
|
|
|
$
|
7,747
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(123
|
)
|
|
240
|
|
|
944
|
|
|||
Income tax (expense) benefit
|
|
42
|
|
|
(84
|
)
|
|
(331
|
)
|
|||
Total other comprehensive income (loss)
|
|
(81
|
)
|
|
156
|
|
|
613
|
|
|||
Comprehensive income
|
|
16,940
|
|
|
18,460
|
|
|
8,360
|
|
|||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
|
96
|
|
|
401
|
|
|
40
|
|
|||
Comprehensive income attributable to Era Group Inc.
|
|
$
|
17,036
|
|
|
$
|
18,861
|
|
|
$
|
8,400
|
|
|
|
|
|
|
|
|
Era Group Inc. Stockholder Equity
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Series A Convertible Preferred Stock
|
|
Series B Convertible Preferred Stock
|
|
|
Class B Common Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Shares
Held In Treasury |
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non -
controlling
Interest in Subsidiary
|
|
Total
Equity
|
||||||||||||||||||||
December 31, 2011
|
|
$
|
140,210
|
|
|
$
|
—
|
|
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
287,307
|
|
|
$
|
(11,812
|
)
|
|
$
|
—
|
|
|
$
|
(593
|
)
|
|
$
|
—
|
|
|
$
|
275,147
|
|
Issuance of Series B preferred stock
|
|
—
|
|
|
100,000
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Accretion of redemption value on Series A preferred stock
|
|
8,469
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(8,469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,469
|
)
|
||||||||||
Preferred stock dividend
|
|
(4,447
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Redemption of Series B preferred stock
|
|
—
|
|
|
(100,000
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Acquisition of subsidiary with a noncontrolling interest
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
247
|
|
||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,787
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
7,747
|
|
||||||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
—
|
|
|
613
|
|
||||||||||
December 31, 2012
|
|
144,232
|
|
|
—
|
|
|
|
245
|
|
|
—
|
|
|
278,838
|
|
|
(4,025
|
)
|
|
—
|
|
|
20
|
|
|
207
|
|
|
275,285
|
|
||||||||||
Accretion of redemption value on Series A preferred stock
|
|
721
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||||||||
Preferred stock dividend
|
|
(4,953
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Recapitalization of Era Group by SEACOR
|
|
(140,000
|
)
|
|
—
|
|
|
|
(245
|
)
|
|
199
|
|
|
140,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,000
|
|
||||||||||
Issuance of Era Group stock options in settlement of SEACOR stock options
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
706
|
|
||||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Restricted stock grants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Proceeds and tax benefits from share award plans
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
||||||||||
Share award amortization
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,815
|
|
||||||||||
Cancellation of restricted stock
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,705
|
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
18,304
|
|
||||||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
||||||||||
December 31, 2013
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
202
|
|
|
421,310
|
|
|
14,680
|
|
|
(113
|
)
|
|
176
|
|
|
(194
|
)
|
|
436,061
|
|
||||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Restricted stock grants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
||||||||||
Tax benefit from share award plans
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
||||||||||
Share award amortization
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,769
|
|
||||||||||
Cancellation of restricted stock
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|
(438
|
)
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,117
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
17,021
|
|
||||||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
||||||||||
December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
429,109
|
|
|
$
|
31,797
|
|
|
$
|
(551
|
)
|
|
$
|
95
|
|
|
$
|
(290
|
)
|
|
$
|
460,364
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
17,021
|
|
|
$
|
18,304
|
|
|
$
|
7,747
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
46,312
|
|
|
45,561
|
|
|
42,502
|
|
|||
Amortization of deferred financing costs
|
|
931
|
|
|
610
|
|
|
1,663
|
|
|||
Shared-based compensation
|
|
5,769
|
|
|
1,815
|
|
|
—
|
|
|||
Debt discount amortization
|
|
251
|
|
|
231
|
|
|
15
|
|
|||
Note receivable impairment
|
|
2,457
|
|
|
—
|
|
|
—
|
|
|||
Bad debt expense, net
|
|
215
|
|
|
885
|
|
|
2,798
|
|
|||
Gains on asset dispositions, net
|
|
(6,101
|
)
|
|
(18,301
|
)
|
|
(3,612
|
)
|
|||
Gain on sale of interest in equity investees
|
|
(1,518
|
)
|
|
—
|
|
|
—
|
|
|||
Derivative losses, net
|
|
944
|
|
|
104
|
|
|
490
|
|
|||
Cash settlements on derivative transactions, net
|
|
(471
|
)
|
|
(478
|
)
|
|
(419
|
)
|
|||
Foreign currency gains (losses), net
|
|
1,089
|
|
|
(698
|
)
|
|
(720
|
)
|
|||
Deferred income tax expense
|
|
7,050
|
|
|
7,136
|
|
|
58,511
|
|
|||
Non-cash settlement of current tax benefit (see Note 10)
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||
Equity earnings, including impairment, net of tax
|
|
(1,157
|
)
|
|
(882
|
)
|
|
5,528
|
|
|||
Dividends received from equity investees
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
6,228
|
|
|
9,668
|
|
|
320
|
|
|||
Decrease (increase) in prepaid expenses and other assets
|
|
802
|
|
|
1,250
|
|
|
(2,153
|
)
|
|||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
(1,536
|
)
|
|
(834
|
)
|
|
(48,739
|
)
|
|||
Net cash provided by operating activities
|
|
78,286
|
|
|
64,371
|
|
|
13,915
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(106,732
|
)
|
|
(110,105
|
)
|
|
(112,986
|
)
|
|||
Proceeds from disposition of property and equipment
|
|
7,051
|
|
|
65,151
|
|
|
5,188
|
|
|||
Cash settlements on forward contracts, net
|
|
(1,545
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in and advances to equity investees
|
|
(125
|
)
|
|
—
|
|
|
(10,627
|
)
|
|||
Proceeds from sale of interest in equity investees
|
|
6,381
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on notes due from equity investees
|
|
638
|
|
|
863
|
|
|
2,574
|
|
|||
Principal payments on third party notes receivable
|
|
460
|
|
|
632
|
|
|
1,086
|
|
|||
Net cash used in investing activities
|
|
(93,872
|
)
|
|
(43,459
|
)
|
|
(114,765
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
284,622
|
|
|||
Proceeds from secured credit facility
|
|
30,000
|
|
|
55,000
|
|
|
—
|
|
|||
Long-term debt issuance costs
|
|
(2,446
|
)
|
|
—
|
|
|
(4,754
|
)
|
|||
Payments on long-term debt
|
|
(2,885
|
)
|
|
(52,788
|
)
|
|
(292,787
|
)
|
|||
Issuance of Series B preferred stock
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||
Settlement of Series B preferred stock
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||
Dividends paid on Series A preferred stock
|
|
—
|
|
|
(4,953
|
)
|
|
(4,447
|
)
|
|||
Proceeds and tax benefits from share award plans
|
|
1,458
|
|
|
527
|
|
|
—
|
|
|||
Proceeds from SEACOR on the settlement of stock options
|
|
—
|
|
|
706
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
26,127
|
|
|
(1,508
|
)
|
|
32,634
|
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
|
(1,009
|
)
|
|
426
|
|
|
599
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
9,532
|
|
|
19,830
|
|
|
(67,617
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
31,335
|
|
|
11,505
|
|
|
79,122
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
40,867
|
|
|
$
|
31,335
|
|
|
$
|
11,505
|
|
1
.
|
NATURE OF OPERATIONS AND ACCOUNTING POLICIES
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
|
$
|
24,243
|
|
|
$
|
8,953
|
|
|
$
|
123
|
|
Revenues deferred during period
|
|
32,142
|
|
|
37,936
|
|
|
25,908
|
|
|||
Revenues recognized during period
|
|
(25,338
|
)
|
|
(22,646
|
)
|
|
(17,078
|
)
|
|||
Balance at end of period
|
|
$
|
31,047
|
|
|
$
|
24,243
|
|
|
$
|
8,953
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
|
$
|
3,101
|
|
|
$
|
2,668
|
|
|
$
|
59
|
|
Additional allowances charged to expense
|
|
254
|
|
|
764
|
|
|
2,798
|
|
|||
Recovery of previously reserved accounts
|
|
(1,324
|
)
|
|
(306
|
)
|
|
(189
|
)
|
|||
Write-offs
|
|
(76
|
)
|
|
(25
|
)
|
|
—
|
|
|||
Balance at end of period
|
|
$
|
1,955
|
|
|
$
|
3,101
|
|
|
$
|
2,668
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
|
$
|
5,169
|
|
|
$
|
9,213
|
|
|
$
|
7,281
|
|
Increases (decreases) to allowance
|
|
(78
|
)
|
|
(4,044
|
)
|
|
1,932
|
|
|||
Balance at end of period
|
|
$
|
5,091
|
|
|
$
|
5,169
|
|
|
$
|
9,213
|
|
Helicopters (estimated salvage value at 40% of cost)
|
|
15
|
|
Machinery, equipment and spares
|
|
5-7
|
|
Buildings and leasehold improvements
|
|
10-30
|
|
Furniture, fixtures, vehicles and other
|
|
3-5
|
|
2
.
|
FAIR VALUE MEASUREMENTS
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
December 31, 2014
|
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
|
$
|
—
|
|
|
$
|
1,109
|
|
|
$
|
—
|
|
December 31, 2013
|
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
|
$
|
—
|
|
|
$
|
621
|
|
|
$
|
—
|
|
(1)
|
The fair value of the Company’s derivative instruments was estimated using market data gathered by a third party financial institution, adjusted for market and credit risks applicable to the Company.
|
3
.
|
DERIVATIVE INSTRUMENTS
|
4
.
|
ACQUISITIONS AND DISPOSITIONS
|
Additions.
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
(1)
|
|
(2)
|
|||
Light helicopters - single engine
|
|
—
|
|
|
—
|
|
|
3
|
|
Light helicopters - twin engine
|
|
—
|
|
|
2
|
|
|
4
|
|
Medium helicopters
|
|
4
|
|
|
4
|
|
|
8
|
|
Heavy helicopters
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
4
|
|
|
6
|
|
|
18
|
|
Dispositions.
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
(3)
|
|||
Light helicopters - single engine
|
|
—
|
|
|
—
|
|
|
—
|
|
Light helicopters - twin engine
|
|
—
|
|
|
4
|
|
|
6
|
|
Medium helicopters
|
|
3
|
|
|
10
|
|
|
2
|
|
Heavy helicopters
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
3
|
|
|
15
|
|
|
8
|
|
(1)
|
Includes
two
light-twin helicopters and
one
medium helicopter that were previously leased-in.
|
(2)
|
Includes
three
light-single helicopters and
one
medium helicopter that were previously leased-in.
|
(3)
|
Excludes
two
light-twin helicopters that were removed from service and includes
one
light-single helicopter that had previously been removed from service.
|
5
.
|
VARIABLE INTEREST ENTITIES AND EQUITY INVESTMENTS AND ADVANCES
|
|
|
Ownership
|
|
2014
|
|
2013
|
||||
Dart
|
|
50%
|
|
$
|
25,942
|
|
|
$
|
25,264
|
|
Aeróleo
(1)
|
|
50%
|
|
—
|
|
|
—
|
|
||
Era do Brazil
(2)
|
|
50%
|
|
—
|
|
|
—
|
|
||
Era Training Center
|
|
50%
|
|
5,722
|
|
|
6,236
|
|
||
Lake Palma
(3)
|
|
51%
|
|
—
|
|
|
3,411
|
|
||
Heli-Union Era Australia
|
|
45%
|
|
89
|
|
|
75
|
|
||
|
|
|
|
$
|
31,753
|
|
|
$
|
34,986
|
|
(1)
|
Investment was impaired in 2012.
|
(2)
|
Consolidated entity as of September 30, 2012 as this is a VIE in which the Company is the primary beneficiary.
|
(3)
|
The Company owned a
51%
financial interest in Lake Palma; however, it did not consolidate as it only controlled
50%
of the venture’s voting rights. Effective July 24, 2014, the Company sold its interest in Lake Palma to its joint venture partner (see further discussion below).
|
|
|
2014
|
|
2013
|
|
|
||||
Current assets
|
|
$
|
22,447
|
|
|
$
|
19,231
|
|
|
|
Non-current assets
|
|
34,309
|
|
|
37,636
|
|
|
|
||
Current liabilities
|
|
4,386
|
|
|
8,613
|
|
|
|
||
Non-current liabilities
|
|
8,907
|
|
|
6,963
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenues
|
|
$
|
40,174
|
|
|
$
|
39,185
|
|
|
$
|
42,870
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and administrative
|
|
31,755
|
|
|
31,538
|
|
|
33,706
|
|
|||
Depreciation and amortization
|
|
4,129
|
|
|
5,213
|
|
|
5,375
|
|
|||
Total costs and expenses
|
|
35,884
|
|
|
36,751
|
|
|
39,081
|
|
|||
Operating income
|
|
$
|
4,290
|
|
|
$
|
2,434
|
|
|
$
|
3,789
|
|
Net income
|
|
$
|
2,172
|
|
|
$
|
789
|
|
|
$
|
1,245
|
|
|
|
2014
|
|
2013
|
|
|
||||
Current assets
|
|
$
|
1,151
|
|
|
$
|
4,378
|
|
|
|
Non-current assets
|
|
5,899
|
|
|
20,018
|
|
|
|
||
Current liabilities
|
|
465
|
|
|
2,789
|
|
|
|
||
Non-current liabilities
|
|
4,298
|
|
|
7,918
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenues
|
|
$
|
2,737
|
|
|
$
|
4,682
|
|
|
$
|
20,009
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and administrative
|
|
750
|
|
|
1,035
|
|
|
16,221
|
|
|||
Depreciation and amortization
|
|
2,370
|
|
|
3,450
|
|
|
3,165
|
|
|||
Total costs and expenses
|
|
3,120
|
|
|
4,485
|
|
|
19,386
|
|
|||
Operating income
|
|
$
|
(383
|
)
|
|
$
|
197
|
|
|
$
|
623
|
|
Net income (loss)
|
|
$
|
(749
|
)
|
|
$
|
(476
|
)
|
|
$
|
540
|
|
6
.
|
ESCROW DEPOSITS
|
7
.
|
INCOME TAXES
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
3,758
|
|
|
$
|
(51,420
|
)
|
State
|
|
15
|
|
|
91
|
|
|
267
|
|
|||
Foreign
|
|
1,220
|
|
|
742
|
|
|
(60
|
)
|
|||
Total current
|
|
1,235
|
|
|
4,591
|
|
|
(51,213
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
6,870
|
|
|
5,912
|
|
|
58,566
|
|
|||
State
|
|
180
|
|
|
1,224
|
|
|
(55
|
)
|
|||
Total deferred
|
|
7,050
|
|
|
7,136
|
|
|
58,511
|
|
|||
Income tax expense
|
|
$
|
8,285
|
|
|
$
|
11,727
|
|
|
$
|
7,298
|
|
Provision (benefit):
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
SEACOR share award plans
|
|
—
|
%
|
|
—
|
%
|
|
(0.8
|
)%
|
State taxes, net of federal tax benefit
|
|
0.8
|
%
|
|
1.7
|
%
|
|
0.6
|
%
|
Valuation allowance
|
|
0.1
|
%
|
|
2.7
|
%
|
|
—
|
%
|
Other
|
|
0.7
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
|
36.6
|
%
|
|
40.2
|
%
|
|
35.5
|
%
|
|
|
2014
|
|
2013
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
222,521
|
|
|
$
|
211,062
|
|
Buy-in on maintenance contracts
|
|
2,488
|
|
|
3,078
|
|
||
Other
|
|
—
|
|
|
560
|
|
||
Total deferred tax liabilities
|
|
225,009
|
|
|
214,700
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Equipment leases
|
|
496
|
|
|
638
|
|
||
State NOL
|
|
6,857
|
|
|
6,874
|
|
||
Other
|
|
3,431
|
|
|
751
|
|
||
Valuation allowance
|
|
(806
|
)
|
|
(790
|
)
|
||
Total deferred tax assets
|
|
9,978
|
|
|
7,473
|
|
||
Net deferred tax liabilities
|
|
$
|
215,031
|
|
|
$
|
207,227
|
|
8
.
|
LONG-TERM DEBT
|
|
|
2014
|
|
2013
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Senior secured revolving credit facility
|
|
85,000
|
|
|
55,000
|
|
||
Promissory notes
|
|
27,426
|
|
|
30,311
|
|
||
Total principal balance on borrowings
|
|
312,426
|
|
|
285,311
|
|
||
Portion due with one year
|
|
(27,426
|
)
|
|
(2,787
|
)
|
||
Unamortized discount
|
|
(2,882
|
)
|
|
(3,133
|
)
|
||
Long-term debt
|
|
$
|
282,118
|
|
|
$
|
279,391
|
|
2015
|
|
$
|
27,426
|
|
2016
|
|
—
|
|
|
2017
|
|
—
|
|
|
2018
|
|
—
|
|
|
2019
|
|
85,000
|
|
|
Years subsequent to 2019
|
|
200,000
|
|
|
|
|
$
|
312,426
|
|
9
.
|
SERIES A PREFERRED STOCK
|
10
.
|
SERIES B PREFERRED STOCK
|
11
.
|
COMMON STOCK
|
12
.
|
EARNINGS PER SHARE
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss) attributable to common shares
(1)
|
|
$
|
16,910
|
|
|
$
|
17,809
|
|
|
$
|
(682
|
)
|
Shares:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding—basic
|
|
20,073,378
|
|
|
20,299,854
|
|
|
24,500,000
|
|
|||
Assumed conversion of Series A Preferred Stock
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method
(3)
|
|
66,203
|
|
|
44,928
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding—diluted
|
|
20,139,581
|
|
|
20,344,782
|
|
|
24,500,000
|
|
|||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
Diluted
|
|
$
|
0.84
|
|
|
$
|
0.88
|
|
|
$
|
(0.03
|
)
|
(1)
|
Excludes net income attributable to participating unvested restricted common shares of
$207
and
$175
for the years ended
December 31, 2014
and
2013
, respectively.
No
share awards existed in 2012.
|
(2)
|
Excludes weighted average common shares of
0
,
753,535
and
7,679,623
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, that were issuable upon the conversion of Series A preferred stock as the effect of their inclusion in the computation would have been antidilutive (see Note 9).
|
(3)
|
Excludes weighted average common shares of
35,260
and
7,973
for the years ended
December 31, 2014
and
2013
, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
No
share awards existed in 2012.
|
13
.
|
SHARE-BASED COMPENSATION
|
|
|
2014
|
|||||
|
|
Number of Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2013
|
|
264,760
|
|
|
$
|
21.29
|
|
Restricted stock awards granted:
|
|
|
|
|
|||
Non-employee directors
|
|
14,364
|
|
|
$
|
29.24
|
|
Employees
|
|
112,686
|
|
|
$
|
29.23
|
|
Vested
|
|
(187,040
|
)
|
|
$
|
22.12
|
|
Forfeited
|
|
(8,850
|
)
|
|
$
|
24.86
|
|
Non-vested as of December 31, 2014
|
|
195,920
|
|
|
$
|
25.48
|
|
|
|
Non-vested Options
|
|
Vested/Exercisable Options
|
|
Total Options
|
|||||||||||||||
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||||||||
Outstanding as of December 31, 2013
|
|
200,556
|
|
|
$
|
10.21
|
|
|
127,484
|
|
|
$
|
16.14
|
|
|
328,040
|
|
|
$
|
19.05
|
|
Granted
|
|
45,000
|
|
|
$
|
10.86
|
|
|
—
|
|
|
$
|
—
|
|
|
45,000
|
|
|
$
|
29.24
|
|
Vested
|
|
(168,056
|
)
|
|
$
|
9.36
|
|
|
168,056
|
|
|
$
|
22.02
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
(15,892
|
)
|
|
$
|
20.15
|
|
|
(15,892
|
)
|
|
$
|
20.15
|
|
Expired
|
|
—
|
|
|
$
|
—
|
|
|
(15,000
|
)
|
|
$
|
26.23
|
|
|
(15,000
|
)
|
|
$
|
26.23
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding as of December 31, 2014
|
|
77,500
|
|
|
$
|
9.54
|
|
|
264,648
|
|
|
$
|
19.06
|
|
|
342,148
|
|
|
$
|
20.02
|
|
|
|
2014
|
|
2013
|
||||
Risk free interest rate
|
|
1.75
|
%
|
|
0.81
|
%
|
||
Expected life (years)
|
|
5
|
|
|
5
|
|
||
Volatility
|
|
39.62
|
%
|
|
50.00
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Weighted average exercise price of options granted (per option)
|
|
$
|
29.24
|
|
|
$
|
19.05
|
|
Weighted average grant-date fair value of options granted (per option)
|
|
$
|
10.86
|
|
|
$
|
7.87
|
|
14
.
|
RELATED PARTY TRANSACTIONS
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Payroll costs for SEACOR personnel assigned to the Company and participation in SEACOR employee benefit plans, defined contribution plan and share award plans
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
8,159
|
|
Shared services allocation for administrative support
|
|
—
|
|
|
299
|
|
|
2,937
|
|
|||
Shared services under the Amended and Restated Transition Services Agreement
|
|
3,048
|
|
|
3,063
|
|
|
—
|
|
|||
|
|
$
|
3,048
|
|
|
$
|
3,367
|
|
|
$
|
11,096
|
|
•
|
Actual payroll costs of SEACOR personnel assigned to the Company were charged to the Company.
|
•
|
Prior to 2013, SEACOR maintained self-insured health benefit plans for participating employees, including those of the Company, and charged the Company for its share of total plan costs incurred based on the percentage of its participating employees.
|
•
|
Prior to 2013, SEACOR provided a defined contribution plan for participating employees, including those of the Company, and charged the Company for its share of employer matching contributions based on
50%
of the participating employees’ first
6%
of wages contributed to the plan.
|
•
|
SEACOR also provides certain administrative support services to the Company under a shared services arrangement, including payroll processing, information systems support, cash disbursement support, cash receipt processing, and treasury management.
|
15
.
|
COMMITMENTS AND CONTINGENCIES
|
|
|
Minimum Payments
|
||
2015
|
|
$
|
2,078
|
|
2016
|
|
1,848
|
|
|
2017
|
|
1,613
|
|
|
2018
|
|
942
|
|
|
2019
|
|
455
|
|
|
Years subsequent to 2019
|
|
7,985
|
|
16
.
|
SEGMENT INFORMATION, MAJOR CUSTOMERS AND GEOGRAPHICAL DATA
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
281,869
|
|
|
$
|
245,581
|
|
|
$
|
213,920
|
|
Latin America and the Caribbean
|
|
20,524
|
|
|
23,407
|
|
|
23,636
|
|
|||
Europe
|
|
17,914
|
|
|
22,008
|
|
|
25,749
|
|
|||
Asia
|
|
10,915
|
|
|
7,679
|
|
|
9,298
|
|
|||
Canada
|
|
—
|
|
|
284
|
|
|
318
|
|
|||
|
|
$
|
331,222
|
|
|
$
|
298,959
|
|
|
$
|
272,921
|
|
|
|
2014
|
|
2013
|
||||
Property and equipment, net:
|
|
|
|
|
||||
United States
|
|
$
|
639,852
|
|
|
$
|
579,509
|
|
Latin America and the Caribbean
|
|
134,829
|
|
|
130,844
|
|
||
Europe
|
|
70,134
|
|
|
73,631
|
|
||
Asia
|
|
18,311
|
|
|
19,349
|
|
||
Canada
|
|
—
|
|
|
319
|
|
||
|
|
$
|
863,126
|
|
|
$
|
803,652
|
|
17
.
|
SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Benefit of net tax operating losses cash purchased by SEACOR
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,961
|
|
Income taxes paid, net of refunds
|
|
1,825
|
|
|
20
|
|
|
143
|
|
|||
Interest paid to others, excluding capitalized interest
|
|
13,420
|
|
|
17,839
|
|
|
7,821
|
|
|||
Schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Company financed sale of equipment and parts
|
|
—
|
|
|
—
|
|
|
350
|
|
|||
Non-cash distribution from Era do Brazil of a note receivable
|
|
—
|
|
|
—
|
|
|
4,618
|
|
|||
Settlement of Series B Preferred Stock in exchange for net tax operating losses
|
|
—
|
|
|
—
|
|
|
50,000
|
|
18
.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
|
Three Months Ended
|
||||||||||||||
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
|
|
Dec. 31
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
79,443
|
|
|
$
|
86,580
|
|
|
$
|
90,510
|
|
|
$
|
74,689
|
|
Operating income
|
|
$
|
10,073
|
|
|
$
|
13,550
|
|
|
$
|
11,583
|
|
|
$
|
7,445
|
|
Net income
|
|
$
|
4,374
|
|
|
$
|
5,196
|
|
|
$
|
4,311
|
|
|
$
|
3,140
|
|
Net income attributable to common shares
|
|
$
|
4,445
|
|
|
$
|
5,221
|
|
|
$
|
4,266
|
|
|
$
|
3,185
|
|
Earnings per common share - basic
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.16
|
|
Earnings per common share - diluted
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
67,727
|
|
|
$
|
74,237
|
|
|
$
|
80,997
|
|
|
$
|
75,998
|
|
Operating income
|
|
$
|
14,617
|
|
|
$
|
10,792
|
|
|
$
|
11,196
|
|
|
$
|
9,558
|
|
Net income
|
|
$
|
6,589
|
|
|
$
|
4,950
|
|
|
$
|
5,088
|
|
|
$
|
1,677
|
|
Net income attributable to common shares
|
|
$
|
5,973
|
|
|
$
|
5,055
|
|
|
$
|
5,204
|
|
|
$
|
1,752
|
|
Earnings per common share - basic
|
|
$
|
0.28
|
|
|
$
|
0.25
|
|
|
$
|
0.26
|
|
|
$
|
0.09
|
|
Earnings per common share - diluted
|
|
$
|
0.28
|
|
|
$
|
0.25
|
|
|
$
|
0.26
|
|
|
$
|
0.09
|
|
19
.
|
GUARANTORS OF SECURITIES
|
a.
|
Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock shall vest in equal installments on each of the first three anniversaries of the Date of Grant.
|
(i)
|
the death of the Grantee;
|
(ii)
|
the Grantee becomes disabled (as defined below);
|
(iii)
|
the Retirement (as defined below) of the Grantee;
|
(iv)
|
the termination of the Grantee’s employment with the Company and/or its subsidiaries, as applicable, by the Company (or applicable subsidiaries) without Cause (as defined below); or
|
(v)
|
the occurrence of a Change in Control of the Company.
|
b.
|
As used in this Agreement, the following terms shall have the following respective meanings:
|
a.
|
The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement.
|
b.
|
The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “
Securities Act
”).
|
c.
|
The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Insider Trading and Tipping Policy (the “
Insider Trading Policy
”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Insider Trading Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).
|
a.
|
Confidentiality.
The Grantee shall be provided during employment and shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or an affiliate, including such trade secret or proprietary or confidential information of any customer or other entity to which the Company owes an obligation not to disclose such information, which he or she acquires during the period of employment, including, without limitation, records kept in the ordinary course of business, except (i) as such disclosure or use may be required or appropriate in connection with his or her work as an employee of the Company or an affiliate, (ii) when required to do so by a court of law, governmental agency or administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him or her to divulge, disclose or make accessible such information or (iii) as to such confidential information that becomes generally known to the public or trade without his or her violation of this
Paragraph 7(a)
. Grantee hereby agrees that prior to or immediately following his or her termination of employment he or she shall return all Company property in his or her possession (and signing a written acknowledgement to this effect), including but not limited to all computer software, computer access codes, laptops, cell phones, personal handheld devices, keys and access cards, credit cards, vehicles, telephones, office equipment and all copies (including drafts) of any documentation or information (however and wherever stored) relating to the business of the Company or an affiliate.
|
b.
|
Non-solicitation of employees and customers
. For and in consideration of the grant of Restricted Stock pursuant to the terms hereof, and in recognition of the fact that the Grantee will be provided confidential information, customer goodwill, and other valuable rights of the Company or an affiliate which must be protected, and ancillary to those agreements between the parties, the Grantee covenants and agrees that he/she will not, at any time during his/her employment with the Company or any affiliate and for a period of twelve (12) months thereafter, in the geographic area for which Grantee was responsible while employed by the Company or any affiliate [specifically including, the following parishes and municipalities within Louisiana in which the Company conducted business during the final two years of Grantee’s employment: Calcasieu, Cameron, Lafayette, Lafourche, Orleans, Plaquemines, St. Mary, Terrebonne and Vermilion]
directly or indirectly, solicit or induce any customer that the Grantee serviced at the Company or any affiliate about whom the Grantee gained confidential information during his/her employment with the Company or any affiliate in an attempt to divert, transfer, or otherwise take away business from the Company or an affiliate. The Grantee further agrees that during his/her employment by the Company or any affiliate and for a period of twelve (12) months thereafter, the Grantee shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, an exempt employee of the Company or any affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Grantee is an employee, owner, partner or consultant.
|
c.
|
Non-compete.
In consideration of the grant of Restricted Stock pursuant to the terms hereof, and in recognition of the fact that the Grantee will be provided confidential information, customer goodwill, and other valuable rights of the Company or an affiliate which must be protected, and ancillary to those agreements between the parties, the Grantee covenants and agrees that he/she will not, at any time during his/her employment with the Company or an affiliate and for a period of twelve (12) months thereafter, in the geographic area for which Grantee was responsible while employed by the Company or any affiliate [specifically including, the following parishes and municipalities within Louisiana in which the Company conducted business during the final two years of Grantee’s employment: Calcasieu, Cameron, Lafayette, Lafourche, Orleans, Plaquemines, St. Mary, Terrebonne and Vermilion] directly or indirectly, engage in any business or in any activity related to providing helicopter transport services, buying, leasing or selling helicopters, and engaging in any other business for the Company which the Grantee has primary responsibility for the Company. It is not the intent of this covenant to bar the Grantee from employment in any company in the general aviation services market, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved.
|
Subsidiary
|
|
Jurisdiction of Organization
|
Aeroleo Internacional LLC
|
|
Delaware
|
Aeroleo Taxi Aero S/A
|
|
Brazil
|
Apical Industries
|
|
California
|
Dart Aerospace Ltd.
|
|
Alberta, Canada
|
Dart Helicopter Services, Inc.
|
|
Delaware
|
Dart Holding Company Ltd.
|
|
Alberta, Canada
|
Era Aeroleo LLC
|
|
Delaware
|
Era Australia, LLC
|
|
Delaware
|
Era Canada LLC
|
|
Delaware
|
Era DHS LLC
|
|
Delaware
|
Era do Brazil LLC
|
|
Delaware
|
Era FBO LLC
|
|
Delaware
|
Era Flightseeing LLC
|
|
Delaware
|
Era Helicopter Services LLC
|
|
Delaware
|
Era Helicopteros de Mexico S. de R.L. de C.V
|
|
Mexico
|
Era Helicopters (Mexico) LLC
|
|
Delaware
|
Era Helicopters, LLC
|
|
Delaware
|
Era Leasing LLC
|
|
Delaware
|
Era Med LLC
|
|
Delaware
|
Era Training Center LLC
|
|
Delaware
|
Heli-Tech, Inc.
|
|
Oregon
|
Heli-Union Era Australia Pty Ltd.
|
|
Australia
|
Offshore Helicopter Support Services, Inc.
|
|
Louisiana
|
Seacor Overseas Investment Inc.
|
|
Delaware
|
Star Aviation Crewing Ltd.
|
|
British Virgin Islands
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
|
|
|
Houston, Texas
|
|
|
|
|
March 10, 2015
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10−K of Era Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 10, 2015
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
|
|
|
|
|
|
Name:
|
Christopher S. Bradshaw
|
|
|
Title:
|
Chief Executive Officer and Chief Financial Officer
|
|
|
|
(Principal Executive Officer and Principal Financial Officer)
|
(1)
|
the accompanying Annual Report on Form 10−K, for the period ending
December 31, 2014
as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 10, 2015
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
|
|
|
|
|
|
Name:
|
Christopher S. Bradshaw
|
|
|
Title:
|
Chief Executive Officer and Chief Financial Officer
|
|
|
|
(Principal Executive Officer and Principal Financial Officer)
|