ý
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QUARTERLY 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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(IRS Employer
Identification No.)
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818 Town & Country Blvd., Suite 200
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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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Large accelerated filer
¨
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Accelerated filer
ý
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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 2.
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Item 3.
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Item 4.
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Part II.
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Item 1A.
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Item 2.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
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ERA GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)
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|||||||
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September 30,
2016 |
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December 31,
2015
(1)
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||||
ASSETS
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Current assets:
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||||
Cash and cash equivalents
(including $1,680 and $3,192 from VIEs in 2016 and 2015, respectively)
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$
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32,144
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$
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14,370
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Receivables:
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||||
Trade, net of allowance for doubtful accounts of $1,214 and $2,103 in 2016 and 2015, respectively
(including $6,254 and $8,240 from VIEs in 2016 and 2015, respectively)
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34,300
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48,639
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Tax receivables
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—
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6,085
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Other
(including $1,008 and $179 from VIEs in 2016 and 2015, respectively)
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6,490
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3,305
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Inventories, net
(including $61 and $2,240 from VIEs in 2016 and 2015, respectively)
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26,615
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27,994
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Prepaid expenses
(including $129 and $0 from VIEs in 2016 and 2015, respectively)
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1,799
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1,963
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Other current assets
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190
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191
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Total current assets
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101,538
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102,547
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Property and equipment
(including $821 and $730 from VIEs in 2016 and 2015, respectively)
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1,175,131
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1,175,909
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Accumulated depreciation
(including $67 and $30 from VIEs in 2016 and 2015, respectively)
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(347,113
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)
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(316,693
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)
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||
Property and equipment, net
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828,018
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859,216
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Equity investments and advances
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29,595
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28,898
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Intangible assets
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1,141
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1,158
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Other assets
(including $4,210 and $3,367 from VIEs in 2016 and 2015, respectively)
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11,177
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12,532
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Total assets
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$
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971,469
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$
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1,004,351
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LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST
AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and accrued expenses
(including $1,444 and $1,709 from VIEs in 2016 and 2015, respectively)
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$
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9,132
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$
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12,000
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Accrued wages and benefits
(including $2,452 and $2,108 from VIEs in 2016 and 2015, respectively)
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9,077
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9,012
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Accrued interest
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3,363
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|
562
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Accrued income taxes
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550
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—
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Accrued other taxes
(including $1,172 and $1,701 from VIEs in 2016 and 2015, respectively)
|
2,311
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2,520
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Accrued contingencies
(including $1,543 and $2,410 from VIEs in 2016 and 2015, respectively)
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1,543
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2,410
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Current portion of long-term debt
(including $0 and $1,524 from VIEs in 2016 and 2015, respectively)
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1,539
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3,278
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Other current liabilities
(including $8 and $450 from VIEs in 2016 and 2015, respectively)
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2,470
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2,300
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Total current liabilities
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29,985
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32,082
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Long-term debt
(including $0 and $5,259 from VIEs in 2016 and 2015, respectively)
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232,655
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263,698
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Deferred income taxes
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227,417
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229,848
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Other liabilities
(including $3,032 and $729 from VIEs in 2016 and 2015, respectively)
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4,280
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2,616
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Total liabilities
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494,337
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528,244
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Commitments and contingencies
(see Note 9)
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Redeemable noncontrolling interest
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4,331
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4,804
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Equity:
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Common stock, $0.01 par value, 60,000,000 shares authorized; 20,940,372 and 20,495,694 outstanding in 2016 and 2015, respectively, exclusive of treasury shares
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211
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207
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Additional paid-in capital
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437,291
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433,175
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Retained earnings
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38,062
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40,502
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Treasury shares, at cost, 171,614 and 154,549 shares in 2016 and 2015, respectively
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(2,855
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)
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(2,673
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)
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Accumulated other comprehensive income, net of tax
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92
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92
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Total equity
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472,801
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471,303
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Total liabilities, redeemable noncontrolling interest and stockholders’ equity
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$
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971,469
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$
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1,004,351
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(1)
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Adjusted for the adoption of Accounting Standards Update (“ASU”) 2015-03 on January 1, 2016 whereby
$2,740
of debt issuance costs previously included in other assets are now included in long-term debt.
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ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
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|||||||||||||||
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2016
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2015
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2016
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2015
|
||||||||
Operating revenues
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$
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65,006
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$
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69,741
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$
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190,939
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$
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207,894
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Costs and expenses:
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||||||||
Operating
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40,371
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43,007
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132,074
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126,396
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Administrative and general
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9,504
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11,238
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26,871
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31,760
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|
||||
Depreciation and amortization
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12,519
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12,186
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37,976
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35,186
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|
||||
Total costs and expenses
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62,394
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66,431
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196,921
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|
193,342
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|
||||
Gains (losses) on asset dispositions, net
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(246
|
)
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1,813
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4,034
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4,959
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|
||||
Operating income (loss)
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2,366
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|
|
5,123
|
|
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(1,948
|
)
|
|
19,511
|
|
||||
Other income (expense):
|
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||||||||
Interest income
|
466
|
|
|
232
|
|
|
1,170
|
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|
800
|
|
||||
Interest expense
|
(4,003
|
)
|
|
(3,121
|
)
|
|
(12,881
|
)
|
|
(9,547
|
)
|
||||
Derivative gains (losses), net
|
—
|
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|
8
|
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—
|
|
|
(14
|
)
|
||||
Foreign currency gains (losses), net
|
(33
|
)
|
|
146
|
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|
577
|
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(2,271
|
)
|
||||
Gain (loss) on debt extinguishment
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—
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(16
|
)
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|
518
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|
|
248
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|
||||
Gain on sale of FBO (see Note 5)
|
—
|
|
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—
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—
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12,946
|
|
||||
Other, net
|
34
|
|
|
—
|
|
|
63
|
|
|
(9
|
)
|
||||
Total other income (expense)
|
(3,536
|
)
|
|
(2,751
|
)
|
|
(10,553
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)
|
|
2,153
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|
||||
Income (loss) before income taxes and equity earnings
|
(1,170
|
)
|
|
2,372
|
|
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(12,501
|
)
|
|
21,664
|
|
||||
Income tax expense (benefit)
|
69
|
|
|
1,343
|
|
|
(2,177
|
)
|
|
9,426
|
|
||||
Income (loss) before equity earnings
|
(1,239
|
)
|
|
1,029
|
|
|
(10,324
|
)
|
|
12,238
|
|
||||
Equity earnings (losses), net of tax
|
437
|
|
|
(376
|
)
|
|
1,062
|
|
|
(719
|
)
|
||||
Net income (loss)
|
(802
|
)
|
|
653
|
|
|
(9,262
|
)
|
|
11,519
|
|
||||
Net loss attributable to noncontrolling interest in subsidiary
|
242
|
|
|
208
|
|
|
6,822
|
|
|
633
|
|
||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(560
|
)
|
|
$
|
861
|
|
|
$
|
(2,440
|
)
|
|
$
|
12,152
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.59
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
20,384,348
|
|
|
20,260,514
|
|
|
20,322,167
|
|
|
20,243,653
|
|
||||
Diluted
|
20,384,348
|
|
|
20,287,069
|
|
|
20,322,167
|
|
|
20,292,782
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
|
||||||||||||||||
|
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Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
|
$
|
(802
|
)
|
|
$
|
653
|
|
|
$
|
(9,262
|
)
|
|
$
|
11,519
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
136
|
|
|
—
|
|
|
(4
|
)
|
||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total other comprehensive income (loss)
|
|
—
|
|
|
136
|
|
|
—
|
|
|
(3
|
)
|
||||
Comprehensive income (loss)
|
|
(802
|
)
|
|
789
|
|
|
(9,262
|
)
|
|
11,516
|
|
||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
|
242
|
|
|
208
|
|
|
6,822
|
|
|
633
|
|
||||
Comprehensive income (loss) attributable to Era Group Inc.
|
|
$
|
(560
|
)
|
|
$
|
997
|
|
|
$
|
(2,440
|
)
|
|
$
|
12,149
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(unaudited, in thousands)
|
|||||||||||||||||||||||||||||
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|
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Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Equity
|
||||||||||||||
December 31, 2015
|
|
$
|
4,804
|
|
|
|
$
|
207
|
|
|
$
|
433,175
|
|
|
$
|
40,502
|
|
|
$
|
(2,673
|
)
|
|
$
|
92
|
|
|
$
|
471,303
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|||||||
Tax deficit from share award plans
|
|
—
|
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
3,479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,479
|
|
|||||||
Cancellation of restricted stock
|
|
—
|
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
|||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(9,262
|
)
|
|
—
|
|
|
—
|
|
|
(9,262
|
)
|
|||||||
Net loss attributable to redeemable noncontrolling interest
|
|
(473
|
)
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|||||||
Contribution of capital from joint venture partner
|
|
6,349
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Adjustment to carrying value of redeemable noncontrolling interest
|
|
(6,349
|
)
|
|
|
—
|
|
|
—
|
|
|
6,349
|
|
|
—
|
|
|
—
|
|
|
6,349
|
|
|||||||
September 30, 2016
|
|
$
|
4,331
|
|
|
|
$
|
211
|
|
|
$
|
437,291
|
|
|
$
|
38,062
|
|
|
$
|
(2,855
|
)
|
|
$
|
92
|
|
|
$
|
472,801
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
|||||||
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(9,262
|
)
|
|
$
|
11,519
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
37,976
|
|
|
35,186
|
|
||
Share-based compensation
|
3,479
|
|
|
2,674
|
|
||
Bad debt expense, net
|
324
|
|
|
60
|
|
||
Gains on asset dispositions, net
|
(4,034
|
)
|
|
(4,959
|
)
|
||
Debt discount amortization
|
133
|
|
|
191
|
|
||
Amortization of deferred financing costs
|
684
|
|
|
773
|
|
||
Derivative losses, net
|
—
|
|
|
14
|
|
||
Foreign currency losses (gains), net
|
(842
|
)
|
|
2,693
|
|
||
Cash settlements on derivative transactions, net
|
—
|
|
|
(274
|
)
|
||
Gain on debt extinguishment, net
|
(518
|
)
|
|
(248
|
)
|
||
Gain on sale of FBO
|
—
|
|
|
(12,946
|
)
|
||
Deferred income tax benefit
|
(2,822
|
)
|
|
(5,279
|
)
|
||
Equity losses (earnings), net of tax
|
(1,062
|
)
|
|
719
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease (increase) in receivables
|
11,174
|
|
|
(7,500
|
)
|
||
Decrease in prepaid expenses and other assets
|
2,228
|
|
|
2,558
|
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
9,025
|
|
|
10,662
|
|
||
Net cash provided by operating activities
|
46,483
|
|
|
35,843
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(10,712
|
)
|
|
(47,260
|
)
|
||
Proceeds from disposition of property and equipment
|
6,138
|
|
|
20,631
|
|
||
Cash settlements on forward contracts, net
|
—
|
|
|
(1,103
|
)
|
||
Return of helicopter deposits
|
544
|
|
|
—
|
|
||
Business acquisitions, net of cash acquired
|
—
|
|
|
(3,165
|
)
|
||
Proceeds from sale of FBO
|
—
|
|
|
14,252
|
|
||
Principal payments on notes due from equity investees
|
539
|
|
|
514
|
|
||
Principal payments on third party notes receivable
|
212
|
|
|
25
|
|
||
Escrow deposits, net
|
—
|
|
|
(340
|
)
|
||
Escrow deposits on like-kind exchanges, net
|
—
|
|
|
(1,857
|
)
|
||
Net cash used in investing activities
|
(3,279
|
)
|
|
(18,303
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from Revolving Credit Facility
|
7,000
|
|
|
35,000
|
|
||
Payments on long-term debt
|
(29,538
|
)
|
|
(52,149
|
)
|
||
Extinguishment of long-term debt
|
(4,331
|
)
|
|
(24,335
|
)
|
||
Proceeds from share award plans
|
836
|
|
|
1,096
|
|
||
Tax expense on vested restricted stock
|
—
|
|
|
(114
|
)
|
||
Purchase of treasury shares
|
(161
|
)
|
|
(2,069
|
)
|
||
Net cash used in financing activities
|
(26,194
|
)
|
|
(42,571
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
764
|
|
|
(2,028
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
17,774
|
|
|
(27,059
|
)
|
||
Cash and cash equivalents, beginning of period
|
14,370
|
|
|
40,867
|
|
||
Cash and cash equivalents, end of period
|
$
|
32,144
|
|
|
$
|
13,808
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
8,847
|
|
|
$
|
10,983
|
|
Cash paid (refunded) for income taxes
|
(5,974
|
)
|
|
5,990
|
|
||
Supplemental disclosure of non-cash financing activities:
|
|
|
|
||||
Notes payable contributed to subsidiary
|
6,349
|
|
|
—
|
|
1
.
|
BASIS OF PRESENTATION AND ACCOUNTING POLICY
|
|
Three Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2015 |
||||
Balance at beginning of period
|
$
|
37,084
|
|
|
$
|
31,047
|
|
Revenues deferred during the period
|
12,381
|
|
|
32,531
|
|
||
Revenues recognized during the period
|
(7,333
|
)
|
|
(21,446
|
)
|
||
Balance at end of period
|
$
|
42,132
|
|
|
$
|
42,132
|
|
2
.
|
FAIR VALUE MEASUREMENTS
|
3
.
|
DERIVATIVE INSTRUMENTS
|
4
.
|
ESCROW DEPOSITS
|
5
.
|
ACQUISITIONS AND DISPOSITIONS
|
6
.
|
VARIABLE INTEREST ENTITIES
|
|
Historical Results
|
|
Pro Forma Adjustments
|
|
Pro Forma Results
|
||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
69,741
|
|
|
$
|
12,932
|
|
|
$
|
82,673
|
|
Net income attributable to Era Group Inc.
|
861
|
|
|
(4
|
)
|
|
857
|
|
|||
|
|
|
|
|
|
||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
207,894
|
|
|
$
|
35,523
|
|
|
$
|
243,417
|
|
Net income attributable to Era Group Inc.
|
12,152
|
|
|
(4,037
|
)
|
|
8,115
|
|
7
.
|
INCOME TAXES
|
8
.
|
LONG-TERM DEBT
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
144,828
|
|
|
$
|
149,828
|
|
Senior secured revolving credit facility
|
|
70,000
|
|
|
90,000
|
|
||
Promissory notes
|
|
23,582
|
|
|
24,968
|
|
||
Other
|
|
15
|
|
|
9,509
|
|
||
|
|
238,425
|
|
|
274,305
|
|
||
Less: portion due within one year
|
|
(1,539
|
)
|
|
(3,278
|
)
|
||
Less: debt discount, net
|
|
(1,758
|
)
|
|
(4,589
|
)
|
||
Less: unamortized debt issuance costs
|
|
(2,473
|
)
|
|
(2,740
|
)
|
||
Total long-term debt
|
|
$
|
232,655
|
|
|
$
|
263,698
|
|
9
.
|
COMMITMENTS AND CONTINGENCIES
|
10
.
|
EARNINGS (LOSS) PER COMMON SHARE
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
(560
|
)
|
|
$
|
861
|
|
|
$
|
(2,440
|
)
|
|
$
|
12,152
|
|
Net income attributable to participating securities
|
|
—
|
|
|
13
|
|
|
—
|
|
|
163
|
|
||||
Net income (loss) attributable to fully vested common stock
|
|
$
|
(560
|
)
|
|
$
|
848
|
|
|
$
|
(2,440
|
)
|
|
$
|
11,989
|
|
Shares:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
|
20,384,348
|
|
|
20,260,514
|
|
|
20,322,167
|
|
|
20,243,653
|
|
||||
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method
(1)
|
|
—
|
|
|
26,555
|
|
|
—
|
|
|
49,129
|
|
||||
Weighted average common shares outstanding - diluted
|
|
20,384,348
|
|
|
20,287,069
|
|
|
20,322,167
|
|
|
20,292,782
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.59
|
|
Diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.59
|
|
(1)
|
Excludes weighted average common shares of
290,887
and
331,145
for the three months ended
September 30, 2016
and
2015
, respectively, and
292,189
and
163,048
for the
nine
months ended
September 30, 2016
and
2015
, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
|
11
.
|
RELATED PARTY TRANSACTIONS
|
12
.
|
SHARE-BASED COMPENSATION
|
|
Number of Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2015
|
311,372
|
|
|
$
|
22.58
|
|
Restricted stock awards granted:
|
|
|
|
|||
Non-employee directors
|
40,663
|
|
|
$
|
10.59
|
|
Employees
|
302,250
|
|
|
$
|
10.56
|
|
Vested
|
(143,527
|
)
|
|
$
|
22.15
|
|
Forfeited
|
(2,120
|
)
|
|
$
|
24.23
|
|
Non-vested as of September 30, 2016
|
508,638
|
|
|
$
|
14.59
|
|
13
.
|
GUARANTORS OF SECURITIES
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
28,692
|
|
|
$
|
1,602
|
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
32,144
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, net of allowance for doubtful accounts of $1,214
|
39
|
|
|
27,871
|
|
|
6,390
|
|
|
—
|
|
|
34,300
|
|
|||||
Other
|
—
|
|
|
5,362
|
|
|
1,128
|
|
|
—
|
|
|
6,490
|
|
|||||
Inventories, net
|
—
|
|
|
26,352
|
|
|
263
|
|
|
—
|
|
|
26,615
|
|
|||||
Prepaid expenses
|
439
|
|
|
1,231
|
|
|
129
|
|
|
—
|
|
|
1,799
|
|
|||||
Other current assets
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
Total current assets
|
29,360
|
|
|
62,418
|
|
|
9,760
|
|
|
—
|
|
|
101,538
|
|
|||||
Property and equipment
|
—
|
|
|
1,159,147
|
|
|
15,984
|
|
|
—
|
|
|
1,175,131
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(345,877
|
)
|
|
(1,236
|
)
|
|
—
|
|
|
(347,113
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
813,270
|
|
|
14,748
|
|
|
—
|
|
|
828,018
|
|
|||||
Equity investments and advances
|
—
|
|
|
29,595
|
|
|
—
|
|
|
—
|
|
|
29,595
|
|
|||||
Investments in consolidated subsidiaries
|
181,394
|
|
|
—
|
|
|
—
|
|
|
(181,394
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,141
|
|
|
—
|
|
|
1,141
|
|
|||||
Deferred taxes
|
5,771
|
|
|
—
|
|
|
—
|
|
|
(5,771
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
469,301
|
|
|
—
|
|
|
—
|
|
|
(469,301
|
)
|
|
—
|
|
|||||
Other assets
|
1,659
|
|
|
5,308
|
|
|
4,210
|
|
|
—
|
|
|
11,177
|
|
|||||
Total assets
|
$
|
687,485
|
|
|
$
|
910,591
|
|
|
$
|
29,859
|
|
|
$
|
(656,466
|
)
|
|
$
|
971,469
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
139
|
|
|
$
|
7,207
|
|
|
$
|
1,786
|
|
|
$
|
—
|
|
|
$
|
9,132
|
|
Accrued wages and benefits
|
—
|
|
|
6,583
|
|
|
2,494
|
|
|
—
|
|
|
9,077
|
|
|||||
Accrued interest
|
3,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,363
|
|
|||||
Accrued income taxes
|
—
|
|
|
536
|
|
|
14
|
|
|
—
|
|
|
550
|
|
|||||
Accrued other taxes
|
30
|
|
|
1,109
|
|
|
1,172
|
|
|
—
|
|
|
2,311
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
1,543
|
|
|
—
|
|
|
1,543
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,524
|
|
|
15
|
|
|
—
|
|
|
1,539
|
|
|||||
Other current liabilities
|
647
|
|
|
1,789
|
|
|
34
|
|
|
—
|
|
|
2,470
|
|
|||||
Total current liabilities
|
4,179
|
|
|
18,748
|
|
|
7,058
|
|
|
—
|
|
|
29,985
|
|
|||||
Long-term debt
|
210,597
|
|
|
22,058
|
|
|
—
|
|
|
—
|
|
|
232,655
|
|
|||||
Deferred income taxes
|
—
|
|
|
232,510
|
|
|
678
|
|
|
(5,771
|
)
|
|
227,417
|
|
|||||
Intercompany payables
|
—
|
|
|
436,996
|
|
|
32,305
|
|
|
(469,301
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
1,246
|
|
|
3,034
|
|
|
—
|
|
|
4,280
|
|
|||||
Total liabilities
|
214,776
|
|
|
711,558
|
|
|
43,075
|
|
|
(475,072
|
)
|
|
494,337
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
4
|
|
|
4,327
|
|
|
—
|
|
|
4,331
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,940,372 outstanding, exclusive of treasury shares
|
211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|||||
Additional paid-in capital
|
437,291
|
|
|
100,306
|
|
|
4,562
|
|
|
(104,868
|
)
|
|
437,291
|
|
|||||
Retained earnings
|
38,062
|
|
|
98,631
|
|
|
(22,105
|
)
|
|
(76,526
|
)
|
|
38,062
|
|
|||||
Treasury shares, at cost, 171,614 shares
|
(2,855
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,855
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Total equity
|
472,709
|
|
|
199,029
|
|
|
(17,543
|
)
|
|
(181,394
|
)
|
|
472,801
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
687,485
|
|
|
$
|
910,591
|
|
|
$
|
29,859
|
|
|
$
|
(656,466
|
)
|
|
$
|
971,469
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7,565
|
|
|
$
|
3,334
|
|
|
$
|
3,471
|
|
|
$
|
—
|
|
|
$
|
14,370
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, net of allowance for doubtful accounts of $2,103
|
39
|
|
|
40,345
|
|
|
8,255
|
|
|
—
|
|
|
48,639
|
|
|||||
Tax receivables
|
6,013
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
6,085
|
|
|||||
Other
|
—
|
|
|
3,089
|
|
|
216
|
|
|
—
|
|
|
3,305
|
|
|||||
Inventories, net
|
—
|
|
|
25,557
|
|
|
2,437
|
|
|
—
|
|
|
27,994
|
|
|||||
Prepaid expenses
|
458
|
|
|
1,411
|
|
|
94
|
|
|
—
|
|
|
1,963
|
|
|||||
Other current assets
|
190
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|||||
Total current assets
|
14,265
|
|
|
73,809
|
|
|
14,473
|
|
|
—
|
|
|
102,547
|
|
|||||
Property and equipment
|
—
|
|
|
1,159,441
|
|
|
16,468
|
|
|
—
|
|
|
1,175,909
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(316,090
|
)
|
|
(603
|
)
|
|
—
|
|
|
(316,693
|
)
|
|||||
Net property and equipment
|
—
|
|
|
843,351
|
|
|
15,865
|
|
|
—
|
|
|
859,216
|
|
|||||
Equity investments and advances
|
—
|
|
|
28,898
|
|
|
—
|
|
|
—
|
|
|
28,898
|
|
|||||
Investments in consolidated subsidiaries
|
172,335
|
|
|
—
|
|
|
—
|
|
|
(172,335
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
|
1,158
|
|
|||||
Deferred income taxes
|
3,823
|
|
|
—
|
|
|
—
|
|
|
(3,823
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
515,255
|
|
|
—
|
|
|
—
|
|
|
(515,255
|
)
|
|
—
|
|
|||||
Other assets
|
2,166
|
|
|
6,999
|
|
|
3,367
|
|
|
—
|
|
|
12,532
|
|
|||||
Total assets
|
$
|
707,844
|
|
|
$
|
953,057
|
|
|
$
|
34,863
|
|
|
$
|
(691,413
|
)
|
|
$
|
1,004,351
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
386
|
|
|
$
|
9,635
|
|
|
$
|
1,979
|
|
|
$
|
—
|
|
|
$
|
12,000
|
|
Accrued wages and benefits
|
—
|
|
|
6,875
|
|
|
2,137
|
|
|
—
|
|
|
9,012
|
|
|||||
Accrued interest
|
549
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
1,615
|
|
|
—
|
|
|
3,278
|
|
|||||
Accrued other taxes
|
30
|
|
|
789
|
|
|
1,701
|
|
|
—
|
|
|
2,520
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
2,410
|
|
|
—
|
|
|
2,410
|
|
|||||
Other current liabilities
|
534
|
|
|
1,311
|
|
|
455
|
|
|
—
|
|
|
2,300
|
|
|||||
Total current liabilities
|
1,499
|
|
|
20,286
|
|
|
10,297
|
|
|
—
|
|
|
32,082
|
|
|||||
Long-term debt
|
235,134
|
|
|
23,305
|
|
|
5,259
|
|
|
—
|
|
|
263,698
|
|
|||||
Deferred income taxes
|
—
|
|
|
232,994
|
|
|
677
|
|
|
(3,823
|
)
|
|
229,848
|
|
|||||
Intercompany payables
|
—
|
|
|
501,512
|
|
|
13,743
|
|
|
(515,255
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
1,887
|
|
|
729
|
|
|
—
|
|
|
2,616
|
|
|||||
Total liabilities
|
236,633
|
|
|
779,984
|
|
|
30,705
|
|
|
(519,078
|
)
|
|
528,244
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
4
|
|
|
4,800
|
|
|
—
|
|
|
4,804
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized;
20,495,694
outstanding, exclusive of treasury shares
|
207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|||||
Additional paid-in capital
|
433,175
|
|
|
95,543
|
|
|
9,325
|
|
|
(104,868
|
)
|
|
433,175
|
|
|||||
Retained earnings
|
40,502
|
|
|
77,434
|
|
|
(9,967
|
)
|
|
(67,467
|
)
|
|
40,502
|
|
|||||
Treasury shares, at cost, 154,549 shares
|
(2,673
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,673
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Total equity
|
471,211
|
|
|
173,069
|
|
|
(642
|
)
|
|
(172,335
|
)
|
|
471,303
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
707,844
|
|
|
$
|
953,057
|
|
|
$
|
34,863
|
|
|
$
|
(691,413
|
)
|
|
$
|
1,004,351
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
59,130
|
|
|
$
|
15,786
|
|
|
$
|
(9,910
|
)
|
|
$
|
65,006
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
31,759
|
|
|
18,522
|
|
|
(9,910
|
)
|
|
40,371
|
|
|||||
Administrative and general
|
738
|
|
|
7,274
|
|
|
1,492
|
|
|
—
|
|
|
9,504
|
|
|||||
Depreciation
|
—
|
|
|
12,244
|
|
|
275
|
|
|
—
|
|
|
12,519
|
|
|||||
Total costs and expenses
|
738
|
|
|
51,277
|
|
|
20,289
|
|
|
(9,910
|
)
|
|
62,394
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
2
|
|
|
(248
|
)
|
|
—
|
|
|
(246
|
)
|
|||||
Operating income (loss)
|
(738
|
)
|
|
7,855
|
|
|
(4,751
|
)
|
|
—
|
|
|
2,366
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
24
|
|
|
116
|
|
|
326
|
|
|
—
|
|
|
466
|
|
|||||
Interest expense
|
(3,581
|
)
|
|
(387
|
)
|
|
(35
|
)
|
|
—
|
|
|
(4,003
|
)
|
|||||
Foreign currency gains (losses), net
|
28
|
|
|
82
|
|
|
(143
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Other, net
|
—
|
|
|
1
|
|
|
33
|
|
|
—
|
|
|
34
|
|
|||||
Total other income (expense)
|
(3,529
|
)
|
|
(188
|
)
|
|
181
|
|
|
—
|
|
|
(3,536
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(4,267
|
)
|
|
7,667
|
|
|
(4,570
|
)
|
|
—
|
|
|
(1,170
|
)
|
|||||
Income tax expense (benefit)
|
(604
|
)
|
|
673
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||
Income (loss) before equity earnings
|
(3,663
|
)
|
|
6,994
|
|
|
(4,570
|
)
|
|
—
|
|
|
(1,239
|
)
|
|||||
Equity earnings, net of tax
|
—
|
|
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
3,103
|
|
|
—
|
|
|
—
|
|
|
(3,103
|
)
|
|
—
|
|
|||||
Net income (loss)
|
(560
|
)
|
|
7,431
|
|
|
(4,570
|
)
|
|
(3,103
|
)
|
|
(802
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(560
|
)
|
|
$
|
7,431
|
|
|
$
|
(4,328
|
)
|
|
$
|
(3,103
|
)
|
|
$
|
(560
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
69,491
|
|
|
$
|
655
|
|
|
$
|
(405
|
)
|
|
$
|
69,741
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
42,812
|
|
|
600
|
|
|
(405
|
)
|
|
43,007
|
|
|||||
Administrative and general
|
1,773
|
|
|
9,329
|
|
|
136
|
|
|
—
|
|
|
11,238
|
|
|||||
Depreciation
|
—
|
|
|
11,674
|
|
|
512
|
|
|
—
|
|
|
12,186
|
|
|||||
Total costs and expenses
|
1,773
|
|
|
63,815
|
|
|
1,248
|
|
|
(405
|
)
|
|
66,431
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
1,813
|
|
|
—
|
|
|
—
|
|
|
1,813
|
|
|||||
Operating income
|
(1,773
|
)
|
|
7,489
|
|
|
(593
|
)
|
|
—
|
|
|
5,123
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
4
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|||||
Interest expense
|
(2,801
|
)
|
|
(298
|
)
|
|
(22
|
)
|
|
—
|
|
|
(3,121
|
)
|
|||||
Intercompany interest income (expense)
|
—
|
|
|
165
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|||||
Derivative losses, net
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Foreign currency gains (losses), net
|
4
|
|
|
75
|
|
|
67
|
|
|
—
|
|
|
146
|
|
|||||
Gain on debt extinguishment
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Total other income (expense)
|
(2,809
|
)
|
|
178
|
|
|
(120
|
)
|
|
—
|
|
|
(2,751
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(4,582
|
)
|
|
7,667
|
|
|
(713
|
)
|
|
—
|
|
|
2,372
|
|
|||||
Income tax expense (benefit)
|
(2,593
|
)
|
|
4,340
|
|
|
(404
|
)
|
|
—
|
|
|
1,343
|
|
|||||
Income (loss) before equity earnings
|
(1,989
|
)
|
|
3,327
|
|
|
(309
|
)
|
|
—
|
|
|
1,029
|
|
|||||
Equity losses, net of tax
|
—
|
|
|
(376
|
)
|
|
—
|
|
|
—
|
|
|
(376
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
2,850
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|||||
Net income (loss)
|
861
|
|
|
2,951
|
|
|
(309
|
)
|
|
(2,850
|
)
|
|
653
|
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
49
|
|
|
159
|
|
|
—
|
|
|
208
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
861
|
|
|
$
|
3,000
|
|
|
$
|
(150
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
861
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
175,607
|
|
|
$
|
47,669
|
|
|
$
|
(32,337
|
)
|
|
$
|
190,939
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
107,127
|
|
|
57,284
|
|
|
(32,337
|
)
|
|
132,074
|
|
|||||
Administrative and general
|
2,657
|
|
|
21,233
|
|
|
2,981
|
|
|
—
|
|
|
26,871
|
|
|||||
Depreciation
|
—
|
|
|
37,144
|
|
|
832
|
|
|
—
|
|
|
37,976
|
|
|||||
Total costs and expenses
|
2,657
|
|
|
165,504
|
|
|
61,097
|
|
|
(32,337
|
)
|
|
196,921
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
4,282
|
|
|
(248
|
)
|
|
—
|
|
|
4,034
|
|
|||||
Operating income (loss)
|
(2,657
|
)
|
|
14,385
|
|
|
(13,676
|
)
|
|
—
|
|
|
(1,948
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
37
|
|
|
358
|
|
|
775
|
|
|
—
|
|
|
1,170
|
|
|||||
Interest expense
|
(11,765
|
)
|
|
(671
|
)
|
|
(445
|
)
|
|
—
|
|
|
(12,881
|
)
|
|||||
Foreign currency gains (losses), net
|
45
|
|
|
(142
|
)
|
|
674
|
|
|
—
|
|
|
577
|
|
|||||
Gain on debt extinguishment
|
518
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||
Other, net
|
—
|
|
|
2
|
|
|
61
|
|
|
—
|
|
|
63
|
|
|||||
Total other income (expense)
|
(11,165
|
)
|
|
(453
|
)
|
|
1,065
|
|
|
—
|
|
|
(10,553
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(13,822
|
)
|
|
13,932
|
|
|
(12,611
|
)
|
|
—
|
|
|
(12,501
|
)
|
|||||
Income tax expense (benefit)
|
(2,323
|
)
|
|
146
|
|
|
—
|
|
|
—
|
|
|
(2,177
|
)
|
|||||
Income (loss) before equity earnings
|
(11,499
|
)
|
|
13,786
|
|
|
(12,611
|
)
|
|
—
|
|
|
(10,324
|
)
|
|||||
Equity earnings, net of tax
|
—
|
|
|
1,062
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
9,059
|
|
|
—
|
|
|
—
|
|
|
(9,059
|
)
|
|
—
|
|
|||||
Net income (loss)
|
(2,440
|
)
|
|
14,848
|
|
|
(12,611
|
)
|
|
(9,059
|
)
|
|
(9,262
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
6,349
|
|
|
473
|
|
|
—
|
|
|
6,822
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(2,440
|
)
|
|
$
|
21,197
|
|
|
$
|
(12,138
|
)
|
|
$
|
(9,059
|
)
|
|
$
|
(2,440
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
207,550
|
|
|
$
|
1,087
|
|
|
$
|
(743
|
)
|
|
$
|
207,894
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
125,886
|
|
|
1,253
|
|
|
(743
|
)
|
|
126,396
|
|
|||||
Administrative and general
|
4,889
|
|
|
26,582
|
|
|
289
|
|
|
—
|
|
|
31,760
|
|
|||||
Depreciation
|
—
|
|
|
34,341
|
|
|
845
|
|
|
—
|
|
|
35,186
|
|
|||||
Total costs and expenses
|
4,889
|
|
|
186,809
|
|
|
2,387
|
|
|
(743
|
)
|
|
193,342
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
7,564
|
|
|
(2,605
|
)
|
|
—
|
|
|
4,959
|
|
|||||
Operating income
|
(4,889
|
)
|
|
28,305
|
|
|
(3,905
|
)
|
|
—
|
|
|
19,511
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
12
|
|
|
786
|
|
|
2
|
|
|
—
|
|
|
800
|
|
|||||
Interest expense
|
(8,909
|
)
|
|
(605
|
)
|
|
(33
|
)
|
|
—
|
|
|
(9,547
|
)
|
|||||
Intercompany interest income (expense)
|
—
|
|
|
489
|
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|||||
Derivative losses, net
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Foreign currency gains (losses), net
|
620
|
|
|
(2,958
|
)
|
|
67
|
|
|
—
|
|
|
(2,271
|
)
|
|||||
Gain on debt extinguishment
|
248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|||||
Gain on sale of FBO
|
12,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,946
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Total other income (expense)
|
4,917
|
|
|
(2,302
|
)
|
|
(462
|
)
|
|
—
|
|
|
2,153
|
|
|||||
Income (loss) before income taxes and equity earnings
|
28
|
|
|
26,003
|
|
|
(4,367
|
)
|
|
—
|
|
|
21,664
|
|
|||||
Income tax expense (benefit)
|
12
|
|
|
11,314
|
|
|
(1,900
|
)
|
|
—
|
|
|
9,426
|
|
|||||
Income (loss) before equity earnings
|
16
|
|
|
14,689
|
|
|
(2,467
|
)
|
|
—
|
|
|
12,238
|
|
|||||
Equity losses, net of tax
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
12,136
|
|
|
—
|
|
|
—
|
|
|
(12,136
|
)
|
|
—
|
|
|||||
Net income (loss)
|
12,152
|
|
|
13,970
|
|
|
(2,467
|
)
|
|
(12,136
|
)
|
|
11,519
|
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
376
|
|
|
257
|
|
|
—
|
|
|
633
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
12,152
|
|
|
$
|
14,346
|
|
|
$
|
(2,210
|
)
|
|
$
|
(12,136
|
)
|
|
$
|
12,152
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(560
|
)
|
|
$
|
7,431
|
|
|
$
|
(4,570
|
)
|
|
$
|
(3,103
|
)
|
|
$
|
(802
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss)
|
(560
|
)
|
|
7,431
|
|
|
(4,570
|
)
|
|
(3,103
|
)
|
|
(802
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(560
|
)
|
|
$
|
7,431
|
|
|
$
|
(4,328
|
)
|
|
$
|
(3,103
|
)
|
|
$
|
(560
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
861
|
|
|
$
|
2,951
|
|
|
$
|
(309
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
653
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
(1
|
)
|
|
137
|
|
|
—
|
|
|
136
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
(1
|
)
|
|
137
|
|
|
—
|
|
|
136
|
|
|||||
Comprehensive income (loss)
|
861
|
|
|
2,950
|
|
|
(172
|
)
|
|
(2,850
|
)
|
|
789
|
|
|||||
Comprehensive income attributable to noncontrolling interest in subsidiary
|
—
|
|
|
49
|
|
|
159
|
|
|
—
|
|
|
208
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
861
|
|
|
$
|
2,999
|
|
|
$
|
(13
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
997
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(2,440
|
)
|
|
$
|
14,848
|
|
|
$
|
(12,611
|
)
|
|
$
|
(9,059
|
)
|
|
$
|
(9,262
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss)
|
(2,440
|
)
|
|
14,848
|
|
|
(12,611
|
)
|
|
(9,059
|
)
|
|
(9,262
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
6,349
|
|
|
473
|
|
|
—
|
|
|
6,822
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(2,440
|
)
|
|
$
|
21,197
|
|
|
$
|
(12,138
|
)
|
|
$
|
(9,059
|
)
|
|
$
|
(2,440
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
12,152
|
|
|
$
|
13,970
|
|
|
$
|
(2,467
|
)
|
|
$
|
(12,136
|
)
|
|
$
|
11,519
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Income tax benefit
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Comprehensive income (loss)
|
12,152
|
|
|
13,967
|
|
|
(2,467
|
)
|
|
(12,136
|
)
|
|
11,516
|
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
376
|
|
|
257
|
|
|
—
|
|
|
633
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
12,152
|
|
|
$
|
14,343
|
|
|
$
|
(2,210
|
)
|
|
$
|
(12,136
|
)
|
|
$
|
12,149
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
21,127
|
|
|
$
|
26,296
|
|
|
$
|
(940
|
)
|
|
$
|
—
|
|
|
$
|
46,483
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(10,537
|
)
|
|
(175
|
)
|
|
—
|
|
|
(10,712
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
5,910
|
|
|
228
|
|
|
—
|
|
|
6,138
|
|
|||||
Return of helicopter deposit
|
—
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
539
|
|
|
—
|
|
|
—
|
|
|
539
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(3,332
|
)
|
|
53
|
|
|
—
|
|
|
(3,279
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(1,386
|
)
|
|
(1,152
|
)
|
|
(27,000
|
)
|
|
(29,538
|
)
|
|||||
Proceeds from Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
7,000
|
|
|||||
Extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,331
|
)
|
|
(4,331
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
836
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(161
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(23,656
|
)
|
|
—
|
|
|
23,656
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(25,042
|
)
|
|
(1,152
|
)
|
|
—
|
|
|
(26,194
|
)
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
|
346
|
|
|
418
|
|
|
—
|
|
|
764
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
21,127
|
|
|
(1,732
|
)
|
|
(1,621
|
)
|
|
—
|
|
|
17,774
|
|
|||||
Cash and cash equivalents, beginning of period
|
7,565
|
|
|
3,334
|
|
|
3,471
|
|
|
—
|
|
|
14,370
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
28,692
|
|
|
$
|
1,602
|
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
32,144
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(5,604
|
)
|
|
$
|
25,718
|
|
|
$
|
15,729
|
|
|
$
|
—
|
|
|
$
|
35,843
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(47,257
|
)
|
|
(11,773
|
)
|
|
11,770
|
|
|
(47,260
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
32,401
|
|
|
—
|
|
|
(11,770
|
)
|
|
20,631
|
|
|||||
Cash settlements on forward contracts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,103
|
)
|
|
(1,103
|
)
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(3,165
|
)
|
|
—
|
|
|
(3,165
|
)
|
|||||
Proceeds from sale of FBO
|
—
|
|
|
—
|
|
|
—
|
|
|
14,252
|
|
|
14,252
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
514
|
|
|
—
|
|
|
—
|
|
|
514
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Escrow deposits, net
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(190
|
)
|
|
(340
|
)
|
|||||
Escrow deposits on like-kind exchanges, net
|
—
|
|
|
(1,857
|
)
|
|
—
|
|
|
—
|
|
|
(1,857
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
12,959
|
|
|
—
|
|
|
(12,959
|
)
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(3,365
|
)
|
|
(14,938
|
)
|
|
—
|
|
|
(18,303
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(2,091
|
)
|
|
(58
|
)
|
|
(50,000
|
)
|
|
(52,149
|
)
|
|||||
Proceeds from Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
35,000
|
|
|||||
Extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,335
|
)
|
|
(24,335
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
1,096
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,069
|
)
|
|
(2,069
|
)
|
|||||
Tax expense on vested restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(40,422
|
)
|
|
—
|
|
|
40,422
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(42,513
|
)
|
|
(58
|
)
|
|
—
|
|
|
(42,571
|
)
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(2,028
|
)
|
|
—
|
|
|
—
|
|
|
(2,028
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(5,604
|
)
|
|
(22,188
|
)
|
|
733
|
|
|
—
|
|
|
(27,059
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
16,481
|
|
|
22,188
|
|
|
2,198
|
|
|
—
|
|
|
40,867
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
10,877
|
|
|
$
|
—
|
|
|
$
|
2,931
|
|
|
$
|
—
|
|
|
$
|
13,808
|
|
14
.
|
SUBSEQUENT EVENTS
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the Company’s dependence on, and the cyclical and volatile nature of, offshore oil and gas exploration, development and production activity, and the impact of general economic conditions and fluctuations in worldwide prices of and demand for oil and natural gas on such activity levels;
|
•
|
the Company’s reliance on a small number of customers and the reduction of its customer base resulting from consolidation;
|
•
|
cost savings initiatives implemented by the Company’s customers;
|
•
|
risks inherent in operating helicopters;
|
•
|
the Company’s ability to maintain an acceptable safety record;
|
•
|
the Company’s ability to successfully expand into other geographic and helicopter service markets;
|
•
|
the impact of increased United States (“U.S.”) and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities;
|
•
|
risks of engaging in competitive processes or expending significant resources, with no guaranty of recoupment;
|
•
|
risks of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely;
|
•
|
risks that the Company’s customers reduce or cancel contracted services or tender processes;
|
•
|
the Company’s reliance on a small number of helicopter manufacturers and suppliers;
|
•
|
risks associated with 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 the Company’s assets or result in claims of a force majeure situation;
|
•
|
the impact of declines in the global economy and financial markets;
|
•
|
the impact of fluctuations in foreign currency exchange rates on the Company’s cost to purchase helicopters, spare parts and related services and on asset values;
|
•
|
the Company’s credit risk exposure;
|
•
|
the Company’s ongoing need to replace aging helicopters;
|
•
|
the Company’s reliance on the secondary helicopter market to dispose of older helicopters and related equipment;
|
•
|
the Company’s reliance on information technology;
|
•
|
the impact of allocation of risk between the Company and its customers;
|
•
|
the liability, legal fees and costs in connection with providing emergency response services;
|
•
|
risks associated with the Company’s debt structure;
|
•
|
the impact of operational and financial difficulties of the Company’s joint ventures and partners;
|
•
|
conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees;
|
•
|
adverse results of legal proceedings;
|
•
|
adverse weather conditions and seasonality;
|
•
|
the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage;
|
•
|
the possibility of labor problems;
|
•
|
the attraction and retention of qualified personnel;
|
•
|
restrictions on the amount of foreign ownership of the Company’s common stock; and
|
•
|
various other matters and factors, many of which are beyond the Company’s control.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
45,036
|
|
|
69
|
|
|
$
|
57,879
|
|
|
83
|
|
|
133,432
|
|
|
70
|
|
|
171,796
|
|
|
83
|
|
||
Foreign
|
19,970
|
|
|
31
|
|
|
11,862
|
|
|
17
|
|
|
57,507
|
|
|
30
|
|
|
36,098
|
|
|
17
|
|
||||
Total operating revenues
|
65,006
|
|
|
100
|
|
|
69,741
|
|
|
100
|
|
|
190,939
|
|
|
100
|
|
|
207,894
|
|
|
100
|
|
||||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personnel
|
17,810
|
|
|
27
|
|
|
16,382
|
|
|
24
|
|
|
53,662
|
|
|
28
|
|
|
49,693
|
|
|
24
|
|
||||
Repairs and maintenance
|
6,938
|
|
|
11
|
|
|
14,732
|
|
|
21
|
|
|
35,767
|
|
|
19
|
|
|
40,304
|
|
|
19
|
|
||||
Insurance and loss reserves
|
1,588
|
|
|
2
|
|
|
1,321
|
|
|
2
|
|
|
4,659
|
|
|
2
|
|
|
5,445
|
|
|
3
|
|
||||
Fuel
|
4,077
|
|
|
6
|
|
|
3,174
|
|
|
5
|
|
|
10,117
|
|
|
5
|
|
|
9,573
|
|
|
5
|
|
||||
Leased-in equipment
|
355
|
|
|
1
|
|
|
234
|
|
|
—
|
|
|
875
|
|
|
1
|
|
|
726
|
|
|
—
|
|
||||
Other
|
9,603
|
|
|
15
|
|
|
7,164
|
|
|
10
|
|
|
26,994
|
|
|
14
|
|
|
20,655
|
|
|
10
|
|
||||
Total operating expenses
|
40,371
|
|
|
62
|
|
|
43,007
|
|
|
62
|
|
|
132,074
|
|
|
69
|
|
|
126,396
|
|
|
61
|
|
||||
Administrative and general
|
9,504
|
|
|
15
|
|
|
11,238
|
|
|
16
|
|
|
26,871
|
|
|
14
|
|
|
31,760
|
|
|
15
|
|
||||
Depreciation and amortization
|
12,519
|
|
|
19
|
|
|
12,186
|
|
|
18
|
|
|
37,976
|
|
|
20
|
|
|
35,186
|
|
|
17
|
|
||||
Total costs and expenses
|
62,394
|
|
|
96
|
|
|
66,431
|
|
|
96
|
|
|
196,921
|
|
|
103
|
|
|
193,342
|
|
|
93
|
|
||||
Gains (losses) on asset dispositions, net
|
(246
|
)
|
|
—
|
|
|
1,813
|
|
|
3
|
|
|
4,034
|
|
|
2
|
|
|
4,959
|
|
|
2
|
|
||||
Operating income (loss)
|
2,366
|
|
|
4
|
|
|
5,123
|
|
|
7
|
|
|
(1,948
|
)
|
|
(1
|
)
|
|
19,511
|
|
|
9
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
466
|
|
|
1
|
|
|
232
|
|
|
—
|
|
|
1,170
|
|
|
1
|
|
|
800
|
|
|
—
|
|
||||
Interest expense
|
(4,003
|
)
|
|
(6
|
)
|
|
(3,121
|
)
|
|
(4
|
)
|
|
(12,881
|
)
|
|
(7
|
)
|
|
(9,547
|
)
|
|
(4
|
)
|
||||
Derivative gains (losses), net
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Foreign currency gains (losses), net
|
(33
|
)
|
|
—
|
|
|
146
|
|
|
—
|
|
|
577
|
|
|
—
|
|
|
(2,271
|
)
|
|
(1
|
)
|
||||
Gain (loss) on debt extinguishment
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
518
|
|
|
—
|
|
|
248
|
|
|
—
|
|
||||
Gain on sale of FBO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,946
|
|
|
6
|
|
||||
Other, net
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Total other income (expense)
|
(3,536
|
)
|
|
(5
|
)
|
|
(2,751
|
)
|
|
(4
|
)
|
|
(10,553
|
)
|
|
(6
|
)
|
|
2,153
|
|
|
1
|
|
||||
Income (loss) before income taxes and equity earnings
|
(1,170
|
)
|
|
(1
|
)
|
|
2,372
|
|
|
3
|
|
|
(12,501
|
)
|
|
(7
|
)
|
|
21,664
|
|
|
10
|
|
||||
Income tax expense (benefit)
|
69
|
|
|
—
|
|
|
1,343
|
|
|
2
|
|
|
(2,177
|
)
|
|
(1
|
)
|
|
9,426
|
|
|
5
|
|
||||
Income (loss) before equity earnings
|
(1,239
|
)
|
|
(1
|
)
|
|
1,029
|
|
|
1
|
|
|
(10,324
|
)
|
|
(6
|
)
|
|
12,238
|
|
|
5
|
|
||||
Equity earnings (losses), net of tax
|
437
|
|
|
1
|
|
|
(376
|
)
|
|
(1
|
)
|
|
1,062
|
|
|
1
|
|
|
(719
|
)
|
|
—
|
|
||||
Net income (loss)
|
(802
|
)
|
|
—
|
|
|
653
|
|
|
—
|
|
|
(9,262
|
)
|
|
(5
|
)
|
|
11,519
|
|
|
5
|
|
||||
Net loss attributable to noncontrolling interest in subsidiary
|
242
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
6,822
|
|
|
4
|
|
|
633
|
|
|
—
|
|
||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(560
|
)
|
|
—
|
|
|
$
|
861
|
|
|
—
|
|
|
$
|
(2,440
|
)
|
|
(1
|
)
|
|
$
|
12,152
|
|
|
5
|
|
(1)
|
Primarily oil and gas services, but also includes revenues from activities such as firefighting, utility support and unmanned aerial solutions.
|
|
|
Owned
|
|
Leased-in
|
|
Managed
|
|
Total
|
|
Max.
Pass.
(1)
|
|
Cruise
Speed
(mph)
|
|
Approx.
Range
(miles)
|
|
Average
Age
(2)
(years)
|
||||||||
Heavy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
H225
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
19
|
|
|
162
|
|
|
582
|
|
|
6
|
|
S92
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
19
|
|
|
175
|
|
|
620
|
|
|
1
|
|
AW189
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
16
|
|
|
173
|
|
|
490
|
|
|
1
|
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Medium:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AW139
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
12
|
|
|
173
|
|
|
426
|
|
|
7
|
|
S76 C+/C++
|
|
5
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
12
|
|
|
161
|
|
|
348
|
|
|
10
|
|
B212
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
11
|
|
|
115
|
|
|
299
|
|
|
37
|
|
B412
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|
138
|
|
|
352
|
|
|
35
|
|
|
|
51
|
|
|
—
|
|
|
1
|
|
|
52
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Light—twin engine:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
A109
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
161
|
|
|
405
|
|
|
10
|
|
EC135
|
|
14
|
|
|
2
|
|
|
1
|
|
|
17
|
|
|
7
|
|
|
138
|
|
|
288
|
|
|
8
|
|
EC145
|
|
3
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
9
|
|
|
150
|
|
|
336
|
|
|
8
|
|
BK117
|
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
9
|
|
|
150
|
|
|
336
|
|
|
N/A
|
|
BO105
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
138
|
|
|
276
|
|
|
27
|
|
|
|
27
|
|
|
4
|
|
|
4
|
|
|
35
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Light—single engine:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
A119
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
7
|
|
|
161
|
|
|
270
|
|
|
10
|
|
AS350
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
5
|
|
|
138
|
|
|
361
|
|
|
20
|
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
|
|
|
|
|
|
|
||||
Total Fleet
|
|
132
|
|
|
4
|
|
|
5
|
|
|
141
|
|
|
|
|
|
|
|
|
12
|
|
(1)
|
In typical configuration for our operations.
|
(2)
|
Reflects the average age of helicopters that are owned by us.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Cash flows provided by or (used in):
|
|
|
|
||||
Operating activities
|
$
|
46,483
|
|
|
$
|
35,843
|
|
Investing activities
|
(3,279
|
)
|
|
(18,303
|
)
|
||
Financing activities
|
(26,194
|
)
|
|
(42,571
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
764
|
|
|
(2,028
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
17,774
|
|
|
$
|
(27,059
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating income before depreciation and gains on asset dispositions, net
|
$
|
31,994
|
|
|
$
|
49,738
|
|
Changes in operating assets and liabilities before interest and income taxes
|
12,791
|
|
|
(6,152
|
)
|
||
Interest paid, net of capitalized interest of $0 and $5,443 in 2016 and 2015, respectively
|
(8,847
|
)
|
|
(5,540
|
)
|
||
Income taxes refunded (paid)
|
5,974
|
|
|
(5,990
|
)
|
||
Other
|
4,571
|
|
|
3,787
|
|
||
Total cash flows provided by operating activities
|
$
|
46,483
|
|
|
$
|
35,843
|
|
•
|
Capital expenditures were
$10.7 million
, which consisted primarily of deposits on future helicopter deliveries and the purchase of spare helicopter parts, equipment and building improvements.
|
•
|
Proceeds from the disposition of property and equipment were
$6.1 million
.
|
•
|
Net principal payments received from equity investees and third parties were
$0.8 million
.
|
•
|
Returns of helicopter deposits were
$0.5 million
.
|
•
|
Capital expenditures were
$47.3 million
, which consisted primarily of a base expansion project and deposits on future helicopter deliveries.
|
•
|
Proceeds from the disposition of property and equipment were
$20.6 million
.
|
•
|
Proceeds from the sale of the FBO were
$14.3 million
.
|
•
|
Cash outflows for business acquisitions, net of cash acquired, were
$3.2 million
.
|
•
|
Deposits into escrow accounts, including for like-kind exchanges, were
$2.2 million
.
|
•
|
Net cash outflows for the settlement of derivative transactions were
$1.1 million
.
|
•
|
Net principal payments received from equity investees and third parties were
$0.5 million
.
|
•
|
Principal payments on long-term debt were
$29.5 million
.
|
•
|
Proceeds from additional borrowings under our Revolving Credit Facility were
$7.0 million
.
|
•
|
Cash used for the repurchase of a portion of our 7.750% Senior Notes was
$4.3 million
.
|
•
|
Proceeds from share award plans were
$0.8 million
.
|
•
|
Cash used for the repurchase of treasury shares was
$0.2 million
.
|
•
|
Principal payments on long-term debt were
$52.1 million
.
|
•
|
Proceeds from additional borrowings under our Revolving Credit Facility were
$35.0 million
.
|
•
|
Cash used for the repurchase of a portion of our 7.750% Senior Notes was
$24.3 million
.
|
•
|
Cash used for the repurchase of treasury shares was
$2.1 million
.
|
•
|
Proceeds from share award plans were
$1.1 million
.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per
Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
July 1, 2016 - July 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,934,076
|
|
August 1, 2016 - August 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,934,076
|
|
September 1, 2016 - September 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,934,076
|
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
Era Group Inc. (Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE:
|
November 1, 2016
|
By:
|
|
/s/ Andrew L. Puhala
|
|
|
|
|
|
Andrew L. Puhala,
Senior Vice President, Chief Financial Officer
|
|
|
|
|
|
|
|
DATE:
|
November 1, 2016
|
By:
|
|
/s/ Jennifer Whalen
|
|
|
|
|
|
Jennifer Whalen,
Vice President, Chief Accounting Officer
|
|
|
|
|
|
|
|
10.1
|
|
Consent and Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Facility
|
10.2
|
|
Consent and Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Facility
|
31.1
|
|
Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act.
|
31.2
|
|
Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities 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.
|
32.2
|
|
Certification by the Principal Financial 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
|
Trademark
|
Status
|
Goods and Services
|
Owner
|
Jurisdiction
|
FLY ERA
App
86436585
Reg
4759708
|
Registered
Reg
23-JUNE-2015
|
INT. CL. 39
AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR; HELICOPTER AMBULANCE TRANSPORT; RESCUE SERVICES
|
ERA GROUP INC.
|
U.S.
|
ERA HELICOPTERS
App
86418468
Reg
4743483
|
Registered
Reg
26-May-2015
|
INT. CL. 39
AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR; HELICOPTER AMBULANCE TRANSPORT; RESCUE SERVICES
|
ERA GROUP INC.
|
U.S.
|
ERA SAR
App
86168820
Reg
4674164
|
Registered
Reg
20-JAN-2015
|
INT. CL. 39
HELICOPTER AMBULANCE TRANSPORT; RESCUE SERVICES
INT. CL. 45
SEARCH SERVICES, NAMELY, INVESTIGATION AND SURVEILLANCE SERVICES RELATING TO THE SAFETY OF PERSONS
|
ERA GROUP INC.
|
U.S.
|
Trademark
|
Status
|
Goods and Services
|
Owner
|
Jurisdiction
|
ERA GROUP
App 910308292
|
Pending
Filed 23-NOV-2015
|
INT. CL. 39 AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR
|
ERA GROUP INC.
|
Brazil
|
ERA HELICOPTERS
App 910308330
|
Pending
Filed 23-NOV-2015
|
INT. CL. 39 AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR
|
ERA GROUP INC.
|
Brazil
|
ERA GROUP
App 15‑274793
|
Pending
Filed 18-NOV-2015
|
INT. CL. 39 AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR
|
ERA GROUP INC.
|
Colombia
|
ERA HELICOPTERS
App 15‑274814
|
Pending
Filed 18-NOV-2015
|
INT. CL. 39 AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR
|
ERA GROUP INC.
|
Colombia
|
ERA
App 946468
|
Pending
Filed 22-JULY-2014
|
INT. CL. 39 AIR TRANSPORTATION SERVICES, NAMELY, HELICOPTER AND AIRPLANE CHARTER SERVICES, SCHEDULED AIRLINE SERVICES AND TRANSPORTATION OF PASSENGERS AND GOODS BY AIR
|
ERA GROUP INC.
|
Colombia
|
(e)
|
The Consolidated Cash Balance shall not exceed $40,000,000 after giving effect to the proposed Advance or Letter of Credit issuance; provided, however, that the Security Parties may hold Excess Proceeds if (i) such excess results from the maintenance by the Security Parties of Cash and Cash Equivalents as necessary for Capital Expenditures that are reasonably anticipated to occur within ten (10) Banking Days of the relevant Drawdown Date, (ii) such Capital Expenditures are not prohibited by the terms of this Agreement and (iii) prior to such Advance or Letter of Credit issuance, the chief financial officer of the Borrower delivers a certificate to the Administrative Agent certifying that such Excess Proceeds result from the maintenance by the Security Parties of Cash and Cash Equivalents for Capital Expenditures that are reasonably anticipated to occur within ten (10) Banking Days of the relevant Drawdown Date.
|
(c)
|
If, as of any Banking Day, the Security Parties have Excess Proceeds as of the close of business on such Banking Day, the Borrower shall within three (3) Banking Days prepay (to the extent the Security Parties shall then have any Excess Proceeds) any then-
|
1.
|
Interest Coverage Ratio
. Maintain, on a consolidated basis, as of the last day of each Fiscal Quarter, an Interest Coverage Ratio of not less than (a) for each Fiscal Quarter ending during the period from September 30, 2016 to, but excluding December 31, 2017, 1.75 to 1.00 and (b) for each Fiscal Quarter ending on or after December 31, 2017, 1.50 to 1.00;
|
i.
|
Senior Secured Leverage Ratio
. Maintain, as of the last day of each Fiscal Quarter, a Senior Secured Leverage Ratio of not greater than (a) for each Fiscal Quarter ending during the period from September 30, 2016 through March 31, 2017, 3.00 to 1.00, (b) for the Fiscal Quarter ending June 30, 2017, 3.25 to 1.00 and (c) for each Fiscal Quarter ending after June 30, 2017, 3.50 to 1.00.
|
(xx)
|
Fair Market Value of Mortgaged Helicopters/Committed Amount
. Ensure that the ratio of (A) the sum of (i) the aggregate Fair Market Value of all Mortgaged Helicopters and (ii) the aggregate value of the Security Parties’ Accounts Receivable and Inventory that are subject to Liens in favor of the Administrative Agent securing the Obligations, but no other Liens (each as determined on a consolidated basis in accordance with GAAP) to (B) Committed Amount, shall at all times equal or exceed two hundred percent (200%);
|
(xxv)
|
Appraisals
. The Borrower, at its expense, shall deliver an annual appraisal report in respect of all Helicopters, at the request of the Administrative Agent or any Lender, with such appraisal to be prepared by Ascend Flightglobal Consultancy or any other appraiser satisfactory to the Majority Lenders and indicating the Fair Market Value of each Helicopter; provided that, the Administrative Agent, in its sole discretion, may request up to one (1) additional appraisal report between required annual appraisals; provided, further, that with every appraisal, Borrower shall provide to the Administrative Agent updated information on all Helicopters including the type of information set forth on Schedule B-1 hereof. If a Mortgaged Helicopter becomes Collateral during the year for which an appraisal has already been provided, the Fair Market Value of such Mortgaged Helicopter shall be deemed to be the purchase price of such Mortgaged Helicopter (as evidenced by the applicable invoice or purchase agreement);
|
(xxvi)(B)(VI)
|
After the De-Registration Event, the ratio of (A) the sum of (i) the aggregate Fair Market Value of all Mortgaged Helicopters and (ii) the aggregate value of the Security Parties’ Accounts Receivable and Inventory that are subject to Liens in favor of the Administrative Agent securing the Obligations, but no other Liens (each as determined on a consolidated basis in accordance with GAAP) to (B) Committed Amount shall at all times equal or exceed two hundred percent (200%);
|
(xi)(I)
|
Indebtedness incurred under the Promissory Notes and any refinancing, replacement, renewal or refunding thereof; provided that, any such refinancing, replacement, renewal or refunding shall not (i) increase the outstanding principal amount of such Indebtedness, (ii) have a maturity date prior to such Indebtedness or amortization greater than such Indebtedness, (iii) have obligors except Security Parties that were obligors for such Indebtedness and (iv) have affirmative, negative or financial covenants that are more restrictive than any such covenant in the Promissory Notes;
|
(xvi)
|
Limitations on Acquisitions
. Acquire capital stock or other equity interests in other companies; provided, however, that an acquisition shall be permitted if the Borrower is in compliance with the Financial Covenants and the Total Leverage Ratio does not exceed 5.00 to 1.00, in each case immediately after giving effect to such acquisition and all other transactions related thereto on a pro forma basis.
If an acquisition results in a Subsidiary of the Borrower owning Helicopters that are subject to mortgages in favor of certain lenders (other than the Lenders), the value of which exceeds 30% of the net book value (determined in accordance with GAAP) of all Helicopters owned by the Borrower and its Subsidiaries (including those acquired in such acquisition), then within one (1) year after the acquisition is effected, the Borrower shall secure releases of such mortgages such that the value of Helicopters that are owned by the Borrower and its Subsidiaries and are subject to mortgages in favor of certain lenders (other than the Lenders) shall not exceed 30% of the net book value (determined in accordance with GAAP) of all of Helicopters owned by the Borrower and its Subsidiaries; and
|
1.
|
I have reviewed this quarterly report on Form 10−Q 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)) 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:
|
November 1, 2016
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this quarterly report on Form 10−Q 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)) 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:
|
November 1, 2016
|
|
|
||
/s/ Andrew L. Puhala
|
|
|
Name:
|
Andrew L. Puhala
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
November 1, 2016
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
Date:
|
November 1, 2016
|
|
|
||
/s/ Andrew L. Puhala
|
||
Name:
|
Andrew L. Puhala
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer) |