(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:
None
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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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Emerging growth 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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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;
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the Company’s reliance on a limited number of customers and the reduction of its customer base as a result of bankruptcies or consolidation;
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risks that the Company’s customers reduce or cancel contracted services or tender processes or obtain comparable services through other forms of transportation;
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the Company’s dependence on United States (“U.S.”) government agency contracts that are subject to budget appropriations;
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cost savings initiatives implemented by the Company’s customers;
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risks inherent in operating helicopters;
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the Company’s ability to maintain an acceptable safety record and level of reliability;
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the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities;
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the impact of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely on the Company’s business, including its operations and ability to service customers, results of operations or financial condition and/or the market value of the affected helicopters;
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the Company’s ability to successfully expand into other geographic and aviation service markets;
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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;
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the impact of declines in the global economy and financial markets;
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the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services;
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risks related to investing in new lines of aviation service without realizing the expected benefits;
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risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment;
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the Company’s reliance on a limited number of helicopter manufacturers and suppliers;
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the Company’s ongoing need to replace aging helicopters;
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the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts;
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information technology related risks;
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the impact of allocation of risk between the Company and its customers;
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the liability, legal fees and costs in connection with providing emergency response services;
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adverse weather conditions and seasonality;
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risks associated with the Company’s debt structure;
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the Company’s counterparty credit risk exposure;
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the impact of operational and financial difficulties of the Company’s joint ventures and partners and the risks associated with identifying and securing joint venture partners when needed;
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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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risks associated with significant increases in fuel costs;
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the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage;
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the possibility of labor problems;
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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 risk that one or more closing conditions to the Dart transaction may not be satisfied or waived on a timely basis;
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the Company may not realize the anticipated net proceeds upon the closing of the Dart transaction; 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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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 emergency response search and rescue (“SAR”) operations.
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Medium
helicopters, which have twin engines and a typical passenger capacity of 11 to 12, are primarily used to support the offshore oil and gas industry, emergency response services, utility services and corporate uses.
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Light
helicopters, which may have single or twin engines and a typical passenger capacity of four to nine, are used to support a wide range of activities, including the shallow water oil and gas industry, utility services and corporate uses.
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Helicopters
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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
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(mph)
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(miles)
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(years)
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Heavy:
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S92
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4
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19
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175
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620
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3
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H225
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1
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19
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162
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582
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11
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AW189
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4
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16
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173
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490
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2
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9
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Medium:
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AW139
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36
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12
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173
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426
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9
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S76 C+/C++
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5
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12
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161
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348
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12
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B212
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5
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11
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115
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299
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40
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46
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Light—twin engine:
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A109
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7
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7
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161
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405
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13
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EC135
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13
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7
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138
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288
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10
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BO105
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3
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4
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138
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276
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29
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23
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Light—single engine:
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A119
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13
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7
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161
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270
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12
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AS350
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17
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5
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138
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361
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21
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30
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Total Fleet
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108
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13
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(1)
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In typical configuration for our operations.
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customer assessments of offshore drilling prospects compared with land-based opportunities, including oil sands and shale formations;
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customer assessments of cost, geological opportunity and political stability in host countries;
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worldwide supply of and demand for oil and natural gas;
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the price and availability of alternative fuels;
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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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actions of the OPEC 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, development and production and delivery of oil and natural gas offshore;
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expectations about future supply and demand for oil and gas;
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availability and rates of discovery of new oil and natural gas reserves in offshore areas, as well as on land;
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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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uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas, or further acts of terrorism in the U.S. or elsewhere;
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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, including environmental regulation and drilling regulation, permitting and concessions;
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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 funds or otherwise obtain capital required for offshore oil and gas exploration, development and production and their capital expenditures budgets.
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general economic and market conditions affecting the oil and gas industry, including the price of oil and gas and the level of oil and gas exploration, development and production;
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the number of comparable helicopters servicing the market;
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the types and sizes of comparable helicopters available for sale or lease;
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historical issues with helicopters of the same model;
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the specific age and attributes of the helicopter;
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demand for the helicopter in different industries; and
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changes in regulation or competition from other air transport companies and other modes of transportation.
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political conditions and events, including embargoes;
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uncertainties concerning import and export restrictions, including the risk of fines or penalties assessed for violating export restrictions by the Office of Foreign Assets Controls of the U.S. Department of Treasury;
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restrictive actions by U.S. and foreign governments, including those in Brazil, Colombia, and Suriname which could limit our ability to provide services in those countries;
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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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the lack of well-developed legal systems in some countries that could make it difficult for us to enforce contractual rights;
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political, social and economic 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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challenges in staffing and managing widespread operations, including logistical and communication challenges.
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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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keep excess cash amounts;
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maintain a maximum senior secured leverage ratio;
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maintain a minimum interest coverage ratio;
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maintain a minimum ratio of the sum of their fair market value of mortgaged helicopters, accounts receivable and inventory to total funded and committed debt;
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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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limit our access to the capital markets or otherwise adversely affect the availability of other new financing on favorable terms, if at all;
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result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur;
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increase our cost of borrowing;
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adversely affect the market price of our 7.750% Senior Notes; and
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impair our business, financial condition and results of operations.
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issuance of administrative, civil and criminal penalties;
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denial or revocation of permits or other authorizations;
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imposition of limitations on our operations; and
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performance of site investigatory, remedial or other corrective actions.
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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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commodity prices, including oil and gas prices and the perceived level of off-shore oil and gas activities;
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actual or anticipated fluctuations in our and our competitors’ 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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grounding of all or a portion of our fleet;
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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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business or asset acquisitions or dispositions;
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additions or departures of key personnel;
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regulatory or political developments including those related to budget appropriations;
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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 Bradshaw
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42
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President and Chief Executive Officer since November 2014 and Chief Financial Officer from October 2012 to September 2015. 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. Additionally, Mr. Bradshaw is an officer and director of certain Era Group joint ventures and subsidiaries.
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Crystal Gordon
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40
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Senior Vice President, General Counsel & Chief Administrative Officer since joining the Company in January 2019. From 2011 through 2018, Ms. Gordon served as the Executive Vice President, General Counsel and Corporate Secretary of Air Methods Corporation, an emergency air medical company operating over 400 aircraft throughout the U.S. At Air Methods Corporation, she oversaw the company’s legal, compliance, government affairs, risk management and real estate departments. During her tenure, she led the company through various strategic initiatives, advising senior management and the board of directors on numerous mergers and acquisitions and joint ventures, ultimately leading Air Methods through its $2.5 billion take-private transaction in 2017. Prior to her appointment at Air Methods Corporation, Ms. Gordon worked in private practice as a corporate and securities lawyer. Her practice involved representing public and private companies on a variety of corporate transactions, including mergers, acquisitions and dispositions, public offerings and private placements of debt and equity securities. Ms. Gordon served in several compliance roles in the financial services industry prior to attending law school.
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Jennifer Whalen
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45
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Senior Vice President, Chief Financial Officer since February 2018. From June 2017 to February 2018, Ms. Whalen served as the Company’s Vice President, Acting Chief Financial Officer, from August 2013 to June 2017, served as Vice President and Chief Accounting Officer, and from April 2012 to August 2013, 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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Stuart Stavley
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46
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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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43
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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 Era Training Center LLC from September 2008 to August 2010 and the Company’s 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 CFR Part 135.
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Grant Newman
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41
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Senior Vice President, Strategy & Corporate Development since September 2018. From 2008 until 2018, Mr. Newman was an investment banker in the Industrials group at Deutsche Bank Securities Inc., where he most recently served as a Director covering aviation and commercial aerospace. Mr. Newman began his professional career at General Electric, in the GE Plastics division where he held several corporate finance positions from 2001 to 2006 including roles in FP&A, manufacturing, sourcing and commercial finance as well as project leadership. During his tenure, he completed GE’s rigorous Financial Management Program and was certified as a Lean Six Sigma Black Belt.
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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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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, 2018 - October 31, 2018
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—
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$
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—
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—
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$
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22,934,076
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November 1, 2018 - November 30, 2018
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—
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$
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—
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—
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$
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22,934,076
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December 1, 2018 - December 31, 2018
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—
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$
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—
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—
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$
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22,934,076
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(1)
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On August 14, 2014, our Board of Directors authorized the repurchase of up to $25.0 million in value of our Common Stock from time to time at the discretion of a committee of our Board of Directors. As of December 31, 2018,
$22.9 million
of authority remained unutilized and available for purchases of our Common Stock at the discretion of a committee of our Board of Directors comprised of the Non-Executive Chairman, the Audit Committee Chairman and our President and Chief Executive Officer.
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(1)
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Index of Bristow Group Inc. and PHI Inc.
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ITEM 6.
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SELECTED FINANCIAL DATA
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Years Ended December 31,
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||||||||||||||||||
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2018
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2017
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2016
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2015
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2014
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||||||||||
Statements of Operations Data:
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||||||||||
Revenues
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$
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221,676
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$
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231,321
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$
|
247,228
|
|
|
$
|
281,837
|
|
|
$
|
331,222
|
|
Operating income (loss)
|
|
28,070
|
|
|
(136,464
|
)
|
|
(3,369
|
)
|
|
24,294
|
|
|
42,651
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
|
13,922
|
|
|
(28,161
|
)
|
|
(7,978
|
)
|
|
8,705
|
|
|
17,117
|
|
|||||
Earnings (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
0.42
|
|
|
$
|
0.84
|
|
Diluted
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
0.42
|
|
|
$
|
0.84
|
|
Statement of Cash Flows Data – provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
|
$
|
58,504
|
|
|
$
|
44,456
|
|
|
$
|
78,286
|
|
Investing activities
|
|
22,826
|
|
|
(6,574
|
)
|
|
(9,116
|
)
|
|
(22,616
|
)
|
|
(93,872
|
)
|
|||||
Financing activities
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|
(32,986
|
)
|
|
(46,026
|
)
|
|
26,127
|
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
|
249
|
|
|
81
|
|
|
(236
|
)
|
|
(2,120
|
)
|
|
(1,009
|
)
|
|||||
Capital expenditures
|
|
(9,216
|
)
|
|
(16,770
|
)
|
|
(39,200
|
)
|
|
(60,050
|
)
|
|
(106,732
|
)
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
50,753
|
|
|
$
|
13,583
|
|
|
$
|
26,950
|
|
|
$
|
14,370
|
|
|
$
|
40,867
|
|
Total assets
|
|
764,863
|
|
|
792,097
|
|
|
955,173
|
|
|
1,004,351
|
|
|
1,017,174
|
|
|||||
Long-term debt, less current portion
|
|
160,217
|
|
|
202,174
|
|
|
230,139
|
|
|
264,479
|
|
|
282,118
|
|
|||||
Total equity
|
|
463,436
|
|
|
445,681
|
|
|
468,417
|
|
|
471,303
|
|
|
460,364
|
|
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 and hourly charges for power-by-the-hour (“PBH”) maintenance contracts that cover helicopter refurbishments and engine and major component overhauls that are performed in accordance with planned maintenance programs);
|
•
|
insurance (including 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).
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
157,267
|
|
|
71
|
|
|
$
|
152,187
|
|
|
66
|
|
|
$
|
171,121
|
|
|
69
|
|
Foreign
|
|
64,409
|
|
|
29
|
|
|
79,134
|
|
|
34
|
|
|
76,107
|
|
|
31
|
|
|||
Total operating revenues
|
|
221,676
|
|
|
100
|
|
|
231,321
|
|
|
100
|
|
|
247,228
|
|
|
100
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel
|
|
55,304
|
|
|
25
|
|
|
62,380
|
|
|
27
|
|
|
69,889
|
|
|
28
|
|
|||
Repairs and maintenance
|
|
48,604
|
|
|
22
|
|
|
54,325
|
|
|
23
|
|
|
45,875
|
|
|
19
|
|
|||
Insurance and loss reserves
|
|
5,018
|
|
|
2
|
|
|
4,594
|
|
|
2
|
|
|
6,253
|
|
|
3
|
|
|||
Fuel
|
|
14,720
|
|
|
7
|
|
|
12,386
|
|
|
5
|
|
|
12,860
|
|
|
5
|
|
|||
Leased-in equipment
|
|
627
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
|||
Other
|
|
27,250
|
|
|
12
|
|
|
32,654
|
|
|
14
|
|
|
33,895
|
|
|
14
|
|
|||
Total operating expenses
|
|
151,523
|
|
|
68
|
|
|
167,446
|
|
|
71
|
|
|
169,863
|
|
|
69
|
|
|||
Administrative and general
|
|
45,126
|
|
|
20
|
|
|
42,092
|
|
|
18
|
|
|
36,206
|
|
|
15
|
|
|||
Depreciation and amortization
|
|
39,541
|
|
|
18
|
|
|
45,736
|
|
|
20
|
|
|
49,315
|
|
|
20
|
|
|||
Total costs and expenses
|
|
236,190
|
|
|
106
|
|
|
255,274
|
|
|
109
|
|
|
255,384
|
|
|
104
|
|
|||
Gains on asset dispositions
|
|
1,575
|
|
|
1
|
|
|
4,507
|
|
|
2
|
|
|
4,787
|
|
|
2
|
|
|||
Litigation settlement proceeds
|
|
42,000
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on impairment
|
|
(991
|
)
|
|
—
|
|
|
(117,018
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
|
28,070
|
|
|
14
|
|
|
(136,464
|
)
|
|
(58
|
)
|
|
(3,369
|
)
|
|
(2
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
|
2,042
|
|
|
1
|
|
|
760
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|||
Interest expense
|
|
(15,131
|
)
|
|
(7
|
)
|
|
(16,763
|
)
|
|
(7
|
)
|
|
(17,325
|
)
|
|
(7
|
)
|
|||
Foreign currency gains (losses), net
|
|
(1,018
|
)
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|||
Gain on debt extinguishment
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|
—
|
|
|||
Other, net
|
|
54
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
69
|
|
|
—
|
|
|||
Total other income (expense)
|
|
(13,878
|
)
|
|
(6
|
)
|
|
(16,241
|
)
|
|
(7
|
)
|
|
(15,990
|
)
|
|
(7
|
)
|
|||
Income (loss) before income tax expense and equity earnings
|
|
14,192
|
|
|
8
|
|
|
(152,705
|
)
|
|
(65
|
)
|
|
(19,359
|
)
|
|
(9
|
)
|
|||
Income tax expense (benefit), net
|
|
2,940
|
|
|
1
|
|
|
(122,665
|
)
|
|
(53
|
)
|
|
(3,357
|
)
|
|
(1
|
)
|
|||
Income (loss) before equity earnings
|
|
11,252
|
|
|
7
|
|
|
(30,040
|
)
|
|
(12
|
)
|
|
(16,002
|
)
|
|
(8
|
)
|
|||
Equity earnings, net of tax
|
|
2,206
|
|
|
1
|
|
|
1,425
|
|
|
1
|
|
|
1,092
|
|
|
—
|
|
|||
Net income (loss)
|
|
13,458
|
|
|
8
|
|
|
(28,615
|
)
|
|
(11
|
)
|
|
(14,910
|
)
|
|
(8
|
)
|
|||
Net loss attributable to noncontrolling interest in subsidiary
|
|
464
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
6,932
|
|
|
3
|
|
|||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
13,922
|
|
|
8
|
|
|
$
|
(28,161
|
)
|
|
(11
|
)
|
|
$
|
(7,978
|
)
|
|
(5
|
)
|
(1)
|
Primarily oil and gas activities, but also includes revenues from utility services such as firefighting.
|
(2)
|
Includes property rental income for the years ended
December 31
,
2017
and
2016
, of approximately, $0.3 million and $0.5 million, respectively, that was previously included in emergency response services and oil and gas service lines.
|
(3)
|
Includes search and rescue and air medical services.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
|
$
|
58,504
|
|
Investing activities
|
|
22,826
|
|
|
(6,574
|
)
|
|
(9,116
|
)
|
|||
Financing activities
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|
(32,986
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
249
|
|
|
81
|
|
|
(236
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
33,920
|
|
|
$
|
(13,894
|
)
|
|
$
|
16,166
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Operating income before depreciation, gains on asset dispositions and impairments, net
|
|
$
|
67,027
|
|
|
$
|
21,493
|
|
|
$
|
41,159
|
|
Changes in operating assets and liabilities before interest and income taxes
|
|
(3,630
|
)
|
|
8,795
|
|
|
21,040
|
|
|||
Interest paid, excluding capitalized interest of $97, $497 and $46 in 2018, 2017 and 2016, respectively
|
|
(13,581
|
)
|
|
(15,315
|
)
|
|
(15,268
|
)
|
|||
Income taxes refunded (paid)
|
|
(283
|
)
|
|
(426
|
)
|
|
5,978
|
|
|||
Other
|
|
4,821
|
|
|
5,549
|
|
|
5,595
|
|
|||
Total cash flows provided by operating activities
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
|
$
|
58,504
|
|
•
|
Proceeds from the disposition of property and equipment were
$29.6 million
.
|
•
|
Net principal payments on notes due from third-parties and equity investees were
$1.5 million
.
|
•
|
Dividends received from equity investees were
$1.0 million
.
|
•
|
Capital expenditures were
$9.2 million
, which consisted primarily of helicopter acquisitions, spare helicopter parts, and leasehold improvements.
|
•
|
Capital expenditures were
$16.8 million
, which consisted primarily of helicopter acquisitions and deposits on future helicopter deliveries.
|
•
|
Proceeds from the disposition of property and equipment were
$9.4 million
.
|
•
|
Net principal payments on notes due from third-parties and equity investees were
$0.9 million
.
|
•
|
Investments in and advances to equity investees were
$0.1 million
.
|
•
|
Capital expenditures were
$39.2 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
$28.6 million
.
|
•
|
Net principal payments on notes due from third-parties and equity investees were
$0.9 million
.
|
•
|
Return of helicopter deposits were
$0.5 million
.
|
•
|
Principal payments on long-term debt, including our Revolving Credit Facility were
$41.9 million
.
|
•
|
Issuance costs related to the amendment to our Revolving Credit Facility were
$1.3 million
.
|
•
|
Extinguishment of long-term debt was
$1.2 million
.
|
•
|
Proceeds from share-based award plans were
$0.9 million
.
|
•
|
Net principal payments on short and long-term debt were
$45.3 million
.
|
•
|
Borrowings under our Revolving Credit Facility were
$17.0 million
.
|
•
|
Proceeds from share-based award plans were
$0.8 million
.
|
•
|
Net principal payments on long-term debt were
$40.4 million
.
|
•
|
Borrowings under our Revolving Credit Facility were
$12.0 million
.
|
•
|
Cash used for the repurchase of a portion of our 7.750% Senior Notes was
$4.3 million
|
•
|
Issuance costs related to the amendment to our Revolving Credit Facility were
$0.9 million
|
•
|
Proceeds from share-based award plans were
$0.8 million
.
|
•
|
Cash used for the repurchase of treasury shares was
$0.2 million
|
Debt
|
|
Maturity Date
|
7.750% Senior Notes (excluding unamortized discount)
|
|
December 2022
|
Senior secured revolving credit facility
|
|
March 2021
|
Promissory notes
|
|
December 2020
|
Other
|
|
July 2019
|
|
|
|
|
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)
|
|
$
|
210,695
|
|
|
$
|
14,164
|
|
|
$
|
41,694
|
|
|
$
|
154,837
|
|
|
$
|
—
|
|
Capital purchase obligations
(2)
|
|
81,144
|
|
|
70,207
|
|
|
10,937
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(3)
|
|
13,099
|
|
|
1,573
|
|
|
2,517
|
|
|
1,057
|
|
|
7,952
|
|
|||||
Purchase obligations
(4)
|
|
5,991
|
|
|
5,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
310,929
|
|
|
$
|
91,935
|
|
|
$
|
55,148
|
|
|
$
|
155,894
|
|
|
$
|
7,952
|
|
(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, 2018
. Installment payments on settled tax disputes in Brazil include interest calculated using rates in effect as of
December 31, 2018
.
|
(2)
|
Capital purchase obligations as of
December 31, 2018
represent commitments for the purchase of
eight
new helicopters, consisting of
five
AW169
light twin helicopters and
three
AW189
heavy helicopters. Of the total unfunded capital commitments,
all
may be terminated without further liability other than liquidated damages of
$2.1 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.
|
(3)
|
Operating leases primarily include leases of facilities 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
|
|
3.1
|
*
|
|
|
3.2
|
*
|
|
|
4.1
|
*
|
|
|
4.2
|
*
|
|
|
10.1
|
*
|
|
|
10.2
|
* +
|
|
|
10.3
|
* +
|
|
|
10.4
|
* +
|
|
|
10.5
|
* +
|
|
|
10.6
|
* +
|
|
|
10.7
|
* +
|
|
|
10.8
|
* +
|
|
|
10.9
|
* +
|
|
|
10.10
|
* +
|
|
|
10.11
|
*
|
|
10.12
|
*
|
|
|
10.13
|
*
|
|
|
10.14
|
*
|
|
|
10.15
|
*
|
|
|
10.16
|
*
|
|
|
10.17
|
|
|
|
10.18
|
* +
|
|
|
10.24
|
*
|
|
|
10.25
|
*
|
|
|
10.26
|
* +
|
|
|
10.27
|
+
|
|
|
10.28
|
*
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
23.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
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/ Jennifer Whalen
|
|
|
|
Jennifer Whalen,
Senior
Vice President, Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
March 7, 2019
|
|
|
|
|
|
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
|
President, Chief Executive Officer and Director
|
March 7, 2019
|
|
Christopher S. Bradshaw
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ Jennifer D. Whalen
|
Senior Vice President and Chief Financial Officer
|
March 7, 2019
|
|
Jennifer D. Whalen
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
|
|
/s/ Charles Fabrikant
|
Chairman of the Board and Director
|
March 7, 2019
|
|
Charles Fabrikant
|
|
|
|
|
|
|
|
|
Director
|
|
March 7, 2019
|
Blaine V. Fogg
|
|
|
|
|
|
|
|
/s/ Steven Webster
|
Director
|
|
March 7, 2019
|
Steven Webster
|
|
|
|
|
|
|
|
/s/ Ann Fairbanks
|
Director
|
|
March 7, 2019
|
Ann Fairbanks
|
|
|
|
|
|
|
|
/s/ Christopher P. Papouras
|
Director
|
|
March 7, 2019
|
Christopher P. Papouras
|
|
|
|
|
|
|
|
/s/ Yueping Sun
|
Director
|
|
March 7, 2019
|
Yueping Sun
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
||
|
|
|
|
||
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
/s/ KPMG LLP
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (including $1,745 and $1,699 from VIEs in 2018 and 2017, respectively)
(1)
|
|
$
|
50,753
|
|
|
$
|
13,583
|
|
Receivables:
|
|
|
|
|
||||
Trade, operating, net of allowance for doubtful accounts of $261 and $1,196 in 2018 and 2017, respectively (including $5,565 and $5,854 from VIEs in 2018 and 2017, respectively)
|
|
33,306
|
|
|
33,840
|
|
||
Trade, dry-leasing
|
|
3,803
|
|
|
5,124
|
|
||
Tax receivables (including $3,187 and $2,828 from VIEs in 2018 and 2017, respectively)
|
|
3,187
|
|
|
2,829
|
|
||
Other (including $340 and $257 from VIEs in 2018 and 2017, respectively)
|
|
2,343
|
|
|
1,623
|
|
||
Inventories, net (including $40 and $39 from VIEs in 2018 and 2017, respectively)
|
|
20,673
|
|
|
21,112
|
|
||
Prepaid expenses (including $10 and $40 from VIEs in 2018 and 2017, respectively)
|
|
1,807
|
|
|
1,203
|
|
||
Escrow deposits
|
|
—
|
|
|
3,250
|
|
||
Total current assets
|
|
115,872
|
|
|
82,564
|
|
||
Property and equipment:
|
|
|
|
|
||||
Helicopters
|
|
805,453
|
|
|
824,122
|
|
||
Machinery, equipment and spares (including $750 and $1,512 from VIEs in 2018 and 2017, respectively)
|
|
37,487
|
|
|
41,375
|
|
||
Construction in progress
|
|
7,086
|
|
|
37,605
|
|
||
Buildings and leasehold improvements (including $154 and $89 from VIEs in 2018 and 2017, respectively)
|
|
45,303
|
|
|
43,839
|
|
||
Furniture, fixtures, vehicles and other (including $471 and $350 from VIEs in 2018 and 2017, respectively)
|
|
21,832
|
|
|
26,001
|
|
||
Property and equipment, at cost
|
|
917,161
|
|
|
972,942
|
|
||
Accumulated depreciation (including $485 and $487 from VIEs in 2018 and 2017, respectively)
|
|
(317,967
|
)
|
|
(299,028
|
)
|
||
Property and equipment, net
|
|
599,194
|
|
|
673,914
|
|
||
Equity investments and advances
|
|
27,112
|
|
|
30,056
|
|
||
Intangible assets
|
|
1,107
|
|
|
1,122
|
|
||
Other assets (including $96 and $61 from VIEs in 2018 and 2017, respectively)
|
|
21,578
|
|
|
4,441
|
|
||
Total assets
|
|
$
|
764,863
|
|
|
$
|
792,097
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses (including $1,522 and $1,807 from VIEs in 2018 and 2017, respectively)
|
|
$
|
13,161
|
|
|
$
|
16,421
|
|
Accrued wages and benefits (including $1,429 and $1,397 from VIEs in 2018 and 2017, respectively)
|
|
9,267
|
|
|
8,264
|
|
||
Accrued interest
|
|
569
|
|
|
606
|
|
||
Accrued income taxes
|
|
973
|
|
|
28
|
|
||
Current portion of long-term debt (including $395 and $1,073 from VIEs in 2018 and 2017, respectively)
|
|
2,058
|
|
|
2,736
|
|
||
Accrued other taxes (including $500 and $600 from VIEs in 2018 and 2017, respectively)
|
|
1,268
|
|
|
1,810
|
|
||
Accrued contingencies (including $630 and $858 from VIEs in 2018 and 2017, respectively)
|
|
630
|
|
|
859
|
|
||
Other current liabilities (including $0 and $8 from VIEs in 2018 and 2017, respectively.)
|
|
878
|
|
|
1,720
|
|
||
Total current liabilities
|
|
28,804
|
|
|
32,444
|
|
||
Long-term debt (including $0 and $1,903 from VIEs in 2018 and 2017, respectively)
|
|
160,217
|
|
|
202,174
|
|
||
Deferred income taxes
|
|
108,357
|
|
|
106,598
|
|
||
Other liabilities
|
|
747
|
|
|
1,434
|
|
||
Total liabilities
|
|
298,125
|
|
|
342,650
|
|
||
Commitments and contingencies (see Note 8)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
|
3,302
|
|
|
3,766
|
|
||
Equity:
|
|
|
|
|
||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 and 21,319,150 outstanding in 2018 and 2017, respectively, exclusive of treasury shares
|
|
219
|
|
|
215
|
|
||
Additional paid-in capital
|
|
447,298
|
|
|
443,944
|
|
||
Retained earnings
|
|
18,285
|
|
|
4,363
|
|
||
Treasury shares, at cost, 156,737 and 215,141 shares in 2018 and 2017, respectively
|
|
(2,476
|
)
|
|
(2,951
|
)
|
||
Accumulated other comprehensive income, net of tax
|
|
110
|
|
|
110
|
|
||
Total equity
|
|
463,436
|
|
|
445,681
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
|
$
|
764,863
|
|
|
$
|
792,097
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Operating revenues
|
|
$
|
210,194
|
|
|
$
|
214,927
|
|
|
$
|
233,527
|
|
Dry-leasing revenues
|
|
11,482
|
|
|
16,394
|
|
|
13,701
|
|
|||
Total revenues
|
|
221,676
|
|
|
231,321
|
|
|
247,228
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating
|
|
151,523
|
|
|
167,446
|
|
|
169,863
|
|
|||
Administrative and general
|
|
45,126
|
|
|
42,092
|
|
|
36,206
|
|
|||
Depreciation and amortization
|
|
39,541
|
|
|
45,736
|
|
|
49,315
|
|
|||
Total costs and expenses
|
|
236,190
|
|
|
255,274
|
|
|
255,384
|
|
|||
Gains on asset dispositions
|
|
1,575
|
|
|
4,507
|
|
|
4,787
|
|
|||
Litigation settlement proceeds
|
|
42,000
|
|
|
—
|
|
|
—
|
|
|||
Loss on impairment
|
|
(991
|
)
|
|
(117,018
|
)
|
|
—
|
|
|||
Operating income (loss)
|
|
28,070
|
|
|
(136,464
|
)
|
|
(3,369
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,042
|
|
|
760
|
|
|
741
|
|
|||
Interest expense
|
|
(15,131
|
)
|
|
(16,763
|
)
|
|
(17,325
|
)
|
|||
Foreign currency gains (losses), net
|
|
(1,018
|
)
|
|
(226
|
)
|
|
7
|
|
|||
Gain on debt extinguishment
|
|
175
|
|
|
—
|
|
|
518
|
|
|||
Other, net
|
|
54
|
|
|
(12
|
)
|
|
69
|
|
|||
Total other income (expense)
|
|
(13,878
|
)
|
|
(16,241
|
)
|
|
(15,990
|
)
|
|||
Income (loss) before income tax expense and equity earnings
|
|
14,192
|
|
|
(152,705
|
)
|
|
(19,359
|
)
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Current
|
|
1,181
|
|
|
(3,523
|
)
|
|
1,235
|
|
|||
Deferred
|
|
1,759
|
|
|
(119,142
|
)
|
|
(4,592
|
)
|
|||
Total income tax expense (benefit)
|
|
2,940
|
|
|
(122,665
|
)
|
|
(3,357
|
)
|
|||
Income (loss) before equity earnings
|
|
11,252
|
|
|
(30,040
|
)
|
|
(16,002
|
)
|
|||
Equity earnings, net of tax
|
|
2,206
|
|
|
1,425
|
|
|
1,092
|
|
|||
Net income (loss)
|
|
13,458
|
|
|
(28,615
|
)
|
|
(14,910
|
)
|
|||
Net loss attributable to noncontrolling interest in subsidiaries
|
|
464
|
|
|
454
|
|
|
6,932
|
|
|||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
13,922
|
|
|
$
|
(28,161
|
)
|
|
$
|
(7,978
|
)
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
Diluted
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
21,167,550
|
|
|
20,760,530
|
|
|
20,350,066
|
|
|||
Diluted
|
|
21,180,490
|
|
|
20,760,530
|
|
|
20,350,066
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
|
$
|
13,458
|
|
|
$
|
(28,615
|
)
|
|
$
|
(14,910
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
18
|
|
|
—
|
|
|||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
|
—
|
|
|
18
|
|
|
—
|
|
|||
Comprehensive income (loss)
|
|
13,458
|
|
|
(28,597
|
)
|
|
(14,910
|
)
|
|||
Comprehensive loss attributable to noncontrolling interest in subsidiaries
|
|
464
|
|
|
454
|
|
|
6,932
|
|
|||
Comprehensive income (loss) attributable to Era Group Inc.
|
|
$
|
13,922
|
|
|
$
|
(28,143
|
)
|
|
$
|
(7,978
|
)
|
|
|
|
|
|
Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings
|
|
Shares
Held In Treasury |
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest in Subsidiary
|
|
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 benefit from share award plans
|
|
—
|
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
||||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
4,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,633
|
|
||||||||
Cancellation of restricted stock
|
|
—
|
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
||||||||
Net income (loss)
|
|
(583
|
)
|
|
|
—
|
|
|
—
|
|
|
(14,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,327
|
)
|
||||||||
Contribution of capital from joint venture partner
|
|
6,349
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjustment to carrying value of redeemable noncontrolling interest
|
|
(6,349
|
)
|
|
|
—
|
|
|
—
|
|
|
6,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,349
|
|
||||||||
December 31, 2016
|
|
4,221
|
|
|
|
211
|
|
|
438,489
|
|
|
32,524
|
|
|
(2,899
|
)
|
|
92
|
|
|
—
|
|
|
468,417
|
|
||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
||||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
4,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,671
|
|
||||||||
Cancellation of stock options
|
|
—
|
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||||
Net income (loss)
|
|
(454
|
)
|
|
|
—
|
|
|
—
|
|
|
(28,161
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,161
|
)
|
||||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
December 31, 2017
|
|
3,766
|
|
|
|
215
|
|
|
443,944
|
|
|
4,363
|
|
|
(2,951
|
)
|
|
110
|
|
|
—
|
|
|
445,681
|
|
||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
893
|
|
||||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
2,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,940
|
|
||||||||
Cancellation of restricted stock
|
|
—
|
|
|
|
—
|
|
|
(475
|
)
|
|
—
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
(464
|
)
|
|
|
—
|
|
|
—
|
|
|
13,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,922
|
|
||||||||
December 31, 2018
|
|
$
|
3,302
|
|
|
|
$
|
219
|
|
|
$
|
447,298
|
|
|
$
|
18,285
|
|
|
$
|
(2,476
|
)
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
463,436
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
13,458
|
|
|
$
|
(28,615
|
)
|
|
$
|
(14,910
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
39,541
|
|
|
45,736
|
|
|
49,315
|
|
|||
Share-based compensation
|
|
2,940
|
|
|
4,623
|
|
|
4,633
|
|
|||
Bad debt expense, net
|
|
82
|
|
|
144
|
|
|
441
|
|
|||
Interest Income
|
|
(943
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash penalty and interest expenses
|
|
607
|
|
|
—
|
|
|
—
|
|
|||
Gains on asset dispositions, net
|
|
(1,575
|
)
|
|
(4,507
|
)
|
|
(4,787
|
)
|
|||
Debt discount amortization
|
|
253
|
|
|
234
|
|
|
189
|
|
|||
Amortization of deferred financing costs
|
|
1,410
|
|
|
1,136
|
|
|
1,486
|
|
|||
Foreign currency (gains) losses, net
|
|
1,027
|
|
|
190
|
|
|
(96
|
)
|
|||
Gains on debt extinguishment
|
|
(175
|
)
|
|
—
|
|
|
(518
|
)
|
|||
Impairment loss
|
|
991
|
|
|
117,018
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
|
1,759
|
|
|
(119,142
|
)
|
|
(4,592
|
)
|
|||
Equity earnings, net of tax
|
|
(2,206
|
)
|
|
(1,425
|
)
|
|
(1,092
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
501
|
|
|
(4,889
|
)
|
|
13,516
|
|
|||
Decrease in prepaid expenses and other assets
|
|
278
|
|
|
3,320
|
|
|
9,058
|
|
|||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
(3,594
|
)
|
|
6,273
|
|
|
5,861
|
|
|||
Net cash provided by operating activities
|
|
54,354
|
|
|
20,096
|
|
|
58,504
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(9,216
|
)
|
|
(16,770
|
)
|
|
(39,200
|
)
|
|||
Proceeds from disposition of property and equipment
|
|
29,590
|
|
|
9,392
|
|
|
28,609
|
|
|||
Return of helicopter deposits
|
|
—
|
|
|
—
|
|
|
544
|
|
|||
Investments in and advances to equity investees
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|||
Dividends received from equity investees
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on notes due from equity investees
|
|
518
|
|
|
761
|
|
|
723
|
|
|||
Principal payments on third party notes receivable
|
|
934
|
|
|
169
|
|
|
208
|
|
|||
Net cash provided by (used in) investing activities
|
|
22,826
|
|
|
(6,574
|
)
|
|
(9,116
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from Revolving Credit Facility
|
|
—
|
|
|
17,000
|
|
|
12,000
|
|
|||
Long-term debt issuance costs
|
|
(1,295
|
)
|
|
—
|
|
|
(886
|
)
|
|||
Payments on long-term debt
|
|
(41,886
|
)
|
|
(45,281
|
)
|
|
(40,444
|
)
|
|||
Extinguishment of long-term debt
|
|
(1,221
|
)
|
|
—
|
|
|
(4,331
|
)
|
|||
Proceeds and tax benefits from share award plans
|
|
893
|
|
|
836
|
|
|
836
|
|
|||
Purchase of treasury shares
|
|
—
|
|
|
(52
|
)
|
|
(161
|
)
|
|||
Net cash used in financing activities
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|
(32,986
|
)
|
|||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
|
249
|
|
|
81
|
|
|
(236
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
33,920
|
|
|
(13,894
|
)
|
|
16,166
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
|
16,833
|
|
|
30,727
|
|
|
14,561
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
|
$
|
50,753
|
|
|
$
|
16,833
|
|
|
$
|
30,727
|
|
1
.
|
NATURE OF OPERATIONS AND ACCOUNTING POLICIES
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
50,753
|
|
|
$
|
13,583
|
|
|
$
|
26,950
|
|
Restricted cash
(1)
|
—
|
|
|
3,250
|
|
|
3,777
|
|
|||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
50,753
|
|
|
$
|
16,833
|
|
|
$
|
30,727
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
|
$
|
1,196
|
|
|
$
|
1,219
|
|
|
$
|
2,103
|
|
Additional allowances charged to expense
|
|
82
|
|
|
144
|
|
|
441
|
|
|||
Recovery of previously reserved accounts
|
|
(127
|
)
|
|
(82
|
)
|
|
(1,086
|
)
|
|||
Write-offs
|
|
(760
|
)
|
|
(68
|
)
|
|
(474
|
)
|
|||
Foreign currency adjustments
|
|
(130
|
)
|
|
(17
|
)
|
|
235
|
|
|||
Balance at end of period
|
|
$
|
261
|
|
|
$
|
1,196
|
|
|
$
|
1,219
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
|
$
|
3,739
|
|
|
$
|
4,012
|
|
|
$
|
4,821
|
|
Additional allowances, net
(1)
|
|
(493
|
)
|
|
(273
|
)
|
|
(809
|
)
|
|||
Balance at end of period
|
|
$
|
3,246
|
|
|
$
|
3,739
|
|
|
$
|
4,012
|
|
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
|
3
.
|
ESCROW DEPOSITS
|
4
.
|
ACQUISITIONS AND DISPOSITIONS
|
Equipment Additions
|
|
2018
|
|
2017
|
|
2016
(1)
|
|||
|
|
|
|
|
|
|
|||
Heavy helicopters
|
|
1
|
|
|
1
|
|
|
2
|
|
|
|
1
|
|
|
1
|
|
|
2
|
|
(1)
|
Includes two heavy helicopters that were not yet placed in service as of December 31, 2016.
|
Equipment Dispositions
|
|
2018
(1)
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Light helicopters - single engine
|
|
10
|
|
|
1
|
|
|
2
|
|
Light helicopters - twin engine
|
|
2
|
|
|
1
|
|
|
1
|
|
Medium helicopters
|
|
1
|
|
|
1
|
|
|
6
|
|
Heavy helicopters
|
|
8
|
|
|
—
|
|
|
—
|
|
|
|
21
|
|
|
3
|
|
|
9
|
|
(1)
|
Includes
six
H225 heavy helicopters disposed in sales-type leases.
|
5
.
|
VARIABLE INTEREST ENTITIES AND EQUITY INVESTMENTS AND ADVANCES
|
|
|
Ownership
|
|
2018
|
|
2017
|
||||
Dart
|
|
50%
|
|
$
|
27,112
|
|
|
$
|
26,128
|
|
Era Training Center
|
|
50%
|
|
—
|
|
|
3,928
|
|
||
|
|
|
|
$
|
27,112
|
|
|
$
|
30,056
|
|
|
|
2018
|
|
2017
|
|
|
||||
Current assets
|
|
$
|
31,332
|
|
|
$
|
29,336
|
|
|
|
Non-current assets
|
|
30,613
|
|
|
29,899
|
|
|
|
||
Current liabilities
|
|
7,007
|
|
|
6,671
|
|
|
|
||
Non-current liabilities
|
|
5,558
|
|
|
6,096
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating revenues
|
|
$
|
45,602
|
|
|
$
|
42,891
|
|
|
$
|
40,930
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and administrative
|
|
36,592
|
|
|
35,983
|
|
|
32,878
|
|
|||
Depreciation and amortization
|
|
1,754
|
|
|
1,603
|
|
|
3,161
|
|
|||
Total costs and expenses
|
|
38,346
|
|
|
37,586
|
|
|
36,039
|
|
|||
Operating income
|
|
$
|
7,256
|
|
|
$
|
5,305
|
|
|
$
|
4,891
|
|
Net income
|
|
$
|
4,912
|
|
|
$
|
3,603
|
|
|
$
|
2,657
|
|
|
|
2018
|
|
2017
|
|
|
||||
Current assets
|
|
$
|
—
|
|
|
$
|
257
|
|
|
|
Non-current assets
|
|
—
|
|
|
4,138
|
|
|
|
||
Current liabilities
|
|
—
|
|
|
654
|
|
|
|
||
Non-current liabilities
|
|
—
|
|
|
3,298
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating revenues
|
|
$
|
170
|
|
|
$
|
581
|
|
|
$
|
694
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and administrative
|
|
63
|
|
|
367
|
|
|
338
|
|
|||
Depreciation and amortization
|
|
377
|
|
|
503
|
|
|
519
|
|
|||
Total costs and expenses
|
|
440
|
|
|
870
|
|
|
857
|
|
|||
Operating income
|
|
$
|
(270
|
)
|
|
$
|
(289
|
)
|
|
$
|
(163
|
)
|
Net income (loss)
|
|
$
|
(442
|
)
|
|
$
|
(527
|
)
|
|
$
|
(409
|
)
|
6
.
|
INCOME TAXES
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
|
$
|
12,633
|
|
|
$
|
(148,248
|
)
|
|
$
|
(12,913
|
)
|
Foreign
|
|
1,559
|
|
|
(4,457
|
)
|
|
(6,446
|
)
|
|||
Total
|
|
$
|
14,192
|
|
|
$
|
(152,705
|
)
|
|
$
|
(19,359
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
924
|
|
|
$
|
—
|
|
|
$
|
17
|
|
State
|
|
219
|
|
|
7
|
|
|
5
|
|
|||
Foreign
|
|
38
|
|
|
(3,530
|
)
|
|
1,213
|
|
|||
Total current
|
|
1,181
|
|
|
(3,523
|
)
|
|
1,235
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
2,154
|
|
|
(121,359
|
)
|
|
(5,060
|
)
|
|||
State
|
|
(390
|
)
|
|
1,923
|
|
|
479
|
|
|||
Foreign
|
|
(5
|
)
|
|
294
|
|
|
(11
|
)
|
|||
Total deferred
|
|
1,759
|
|
|
(119,142
|
)
|
|
(4,592
|
)
|
|||
Income tax expense
|
|
$
|
2,940
|
|
|
$
|
(122,665
|
)
|
|
$
|
(3,357
|
)
|
|
|
2018
|
|
2017
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
116,178
|
|
|
$
|
126,595
|
|
Buy-in on maintenance contracts
|
|
423
|
|
|
655
|
|
||
Total deferred tax liabilities
|
|
116,601
|
|
|
127,250
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Equipment leases
|
|
—
|
|
|
47
|
|
||
Tax loss carryforwards
|
|
44,919
|
|
|
52,293
|
|
||
Stock compensation
|
|
691
|
|
|
843
|
|
||
Reserves
|
|
788
|
|
|
897
|
|
||
Other
|
|
(285
|
)
|
|
1,539
|
|
||
Valuation allowance
|
|
(37,869
|
)
|
|
(34,967
|
)
|
||
Total deferred tax assets
|
|
8,244
|
|
|
20,652
|
|
||
Net deferred tax liabilities
|
|
$
|
108,357
|
|
|
$
|
106,598
|
|
|
2018
|
|
2017
|
2016
|
||||||
Unrecognized tax benefits at the beginning of the year
|
$
|
11
|
|
|
$
|
261
|
|
$
|
648
|
|
Reductions due to settlements with taxing authorities
|
—
|
|
|
(250
|
)
|
(570
|
)
|
|||
Increases due to tax positions taken during the current year
|
—
|
|
|
—
|
|
183
|
|
|||
Unrecognized tax benefits at the end of the year
|
$
|
11
|
|
|
$
|
11
|
|
$
|
261
|
|
|
2018
|
|
2017
|
2016
|
||||||
Valuation allowance at the beginning of the year
|
$
|
34,967
|
|
|
$
|
21,575
|
|
$
|
12,650
|
|
Increases to state valuation allowance
|
50
|
|
|
10,010
|
|
6,768
|
|
|||
Increases due to foreign valuation allowances
|
2,852
|
|
|
7,578
|
|
2,157
|
|
|||
Decrease due to Brazilian PERT Program
|
—
|
|
|
(4,196
|
)
|
—
|
|
|||
Valuation allowance at the end of the period
|
$
|
37,869
|
|
|
$
|
34,967
|
|
$
|
21,575
|
|
|
|
2018
|
|
2017
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
144,828
|
|
|
$
|
144,828
|
|
Senior secured revolving credit facility
|
|
—
|
|
|
39,000
|
|
||
Promissory notes
|
|
19,980
|
|
|
21,642
|
|
||
Other
|
|
395
|
|
|
2,976
|
|
||
Total principal balance on borrowings
|
|
165,203
|
|
|
208,446
|
|
||
Portion due with one year
|
|
(2,058
|
)
|
|
(2,736
|
)
|
||
Unamortized debt issuance costs
|
|
(1,712
|
)
|
|
(2,067
|
)
|
||
Unamortized discount
|
|
(1,216
|
)
|
|
(1,469
|
)
|
||
Long-term debt
|
|
$
|
160,217
|
|
|
$
|
202,174
|
|
|
|
Total Due
|
||
2019
|
|
$
|
2,058
|
|
2020
|
|
18,317
|
|
|
2021
|
|
—
|
|
|
2022
|
|
144,828
|
|
|
2023
|
|
—
|
|
|
Years subsequent to 2023
|
|
—
|
|
|
|
|
$
|
165,203
|
|
8
.
|
COMMITMENTS AND CONTINGENCIES
|
|
|
Minimum Payments
|
||
2019
|
|
$
|
1,573
|
|
2020
|
|
1,530
|
|
|
2021
|
|
987
|
|
|
2022
|
|
562
|
|
|
2023
|
|
495
|
|
|
Years subsequent to 2023
|
|
7,952
|
|
9
.
|
EARNINGS PER SHARE
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
13,922
|
|
|
$
|
(28,161
|
)
|
|
$
|
(7,978
|
)
|
Net income attributable to participating securities
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) attributable to fully vested common stock
|
|
$
|
13,615
|
|
|
$
|
(28,161
|
)
|
|
$
|
(7,978
|
)
|
Shares:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding—basic
|
|
21,167,550
|
|
|
20,760,530
|
|
|
20,350,066
|
|
|||
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method
(1)
|
|
12,940
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding—diluted
|
|
21,180,490
|
|
|
20,760,530
|
|
|
20,350,066
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
Diluted
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
(1)
|
Excludes weighted average common shares of
218,844
,
273,255
and
294,273
for the years ended
December 31, 2018
,
2017
and
2016
, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
|
10
.
|
REVENUES
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
153,394
|
|
|
$
|
150,583
|
|
|
$
|
170,438
|
|
Foreign
|
56,800
|
|
|
64,344
|
|
|
63,089
|
|
|||
Total operating revenues
|
$
|
210,194
|
|
|
$
|
214,927
|
|
|
$
|
233,527
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Oil and gas flight services:
|
|
|
|
|
|
||||||
U.S.
|
$
|
143,654
|
|
|
$
|
134,010
|
|
|
$
|
139,750
|
|
International
|
56,800
|
|
|
64,344
|
|
|
63,089
|
|
|||
Total oil and gas
|
200,454
|
|
|
198,354
|
|
|
202,839
|
|
|||
Emergency response services
|
9,740
|
|
|
11,502
|
|
|
24,973
|
|
|||
Flightseeing
|
—
|
|
|
5,071
|
|
|
5,715
|
|
|||
Total operating revenues
|
$
|
210,194
|
|
|
$
|
214,927
|
|
|
$
|
233,527
|
|
Dry-leasing revenues:
|
|
|
|
|
|
||||||
U.S.
|
3,873
|
|
|
1,604
|
|
|
683
|
|
|||
International
|
7,609
|
|
|
14,790
|
|
|
13,018
|
|
|||
Total revenues
|
$
|
221,676
|
|
|
$
|
231,321
|
|
|
$
|
247,228
|
|
1.
|
Identify the contract with a customer;
|
2.
|
Identify the performance obligations in the contract;
|
3.
|
Determine the transaction price;
|
4.
|
Allocate the transaction price to the performance obligations; and
|
5.
|
Recognize revenue as the performance obligations are satisfied.
|
11
.
|
RELATED PARTY TRANSACTIONS
|
12
.
|
SHARE-BASED COMPENSATION
|
|
|
2018
|
|||||
|
|
Number of Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2017
|
|
382,873
|
|
|
$
|
12.68
|
|
Restricted stock awards granted:
|
|
|
|
|
|||
Non-employee directors
|
|
37,272
|
|
|
$
|
9.80
|
|
Employees
|
|
295,180
|
|
|
$
|
9.80
|
|
Vested
|
|
(201,059
|
)
|
|
$
|
14.05
|
|
Forfeited
|
|
(500
|
)
|
|
$
|
9.66
|
|
Non-vested as of December 31, 2018
|
|
513,766
|
|
|
$
|
10.28
|
|
|
|
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, 2017
|
|
15,000
|
|
|
$
|
7.04
|
|
|
230,380
|
|
|
$
|
18.54
|
|
|
245,380
|
|
|
$
|
18.71
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested
|
|
(15,000
|
)
|
|
$
|
7.04
|
|
|
15,000
|
|
|
$
|
21.26
|
|
|
|
|
|
|||
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expired
|
|
|
|
|
|
(41,768
|
)
|
|
$
|
14.24
|
|
|
(41,768
|
)
|
|
$
|
14.24
|
|
|||
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Outstanding as of December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
203,612
|
|
|
$
|
19.62
|
|
|
203,612
|
|
|
$
|
19.62
|
|
13
.
|
SEGMENT INFORMATION, MAJOR CUSTOMERS AND GEOGRAPHICAL DATA
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
157,267
|
|
|
$
|
152,187
|
|
|
$
|
171,121
|
|
Latin America and the Caribbean
|
|
58,037
|
|
|
68,936
|
|
|
64,007
|
|
|||
Europe
|
|
608
|
|
|
5,029
|
|
|
5,924
|
|
|||
Asia
|
|
5,764
|
|
|
5,169
|
|
|
6,176
|
|
|||
|
|
$
|
221,676
|
|
|
$
|
231,321
|
|
|
$
|
247,228
|
|
|
|
2018
|
|
2017
|
||||
Property and equipment, net:
|
|
|
|
|
||||
United States
|
|
$
|
472,838
|
|
|
$
|
533,800
|
|
Latin America and the Caribbean
|
|
105,519
|
|
|
120,152
|
|
||
Europe
|
|
8,049
|
|
|
6,697
|
|
||
Asia
|
|
12,788
|
|
|
13,265
|
|
||
|
|
$
|
599,194
|
|
|
$
|
673,914
|
|
14
.
|
SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income taxes paid, net of refunds
|
|
$
|
283
|
|
|
$
|
426
|
|
|
$
|
(5,978
|
)
|
Interest paid to others, excluding capitalized interest
|
|
13,581
|
|
|
15,315
|
|
|
15,268
|
|
|||
Schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Contribution of notes payable as additional capital into Aeróleo
|
|
—
|
|
|
—
|
|
|
6,349
|
|
|||
Settlement of accrued contingent liabilities through installment obligations
|
|
—
|
|
|
386
|
|
|
2,486
|
|
15
.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
|
Three Months Ended
|
||||||||||||||
2018
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
|
|
Dec. 31
|
||||||||
Revenues
|
|
$
|
57,322
|
|
|
$
|
57,728
|
|
|
$
|
54,610
|
|
|
$
|
52,016
|
|
Operating income (loss)
|
|
$
|
1,651
|
|
|
$
|
(9,523
|
)
|
|
$
|
41,571
|
|
|
$
|
(5,629
|
)
|
Net income (loss)
|
|
$
|
(1,357
|
)
|
|
$
|
(10,516
|
)
|
|
$
|
31,279
|
|
|
$
|
(5,948
|
)
|
Net income (loss) attributable to common shares
|
|
$
|
(1,194
|
)
|
|
$
|
(10,379
|
)
|
|
$
|
31,289
|
|
|
$
|
(5,794
|
)
|
Earnings (loss) per common share - basic
|
|
$
|
(0.06
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
1.44
|
|
|
$
|
(0.27
|
)
|
Earnings (loss) per common share - diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
1.44
|
|
|
$
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
||||||||||||||
2017
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
(1)
|
|
Dec. 31
(2)
|
||||||||
Operating revenues
|
|
$
|
54,527
|
|
|
$
|
57,878
|
|
|
$
|
61,385
|
|
|
$
|
57,531
|
|
Operating income (loss)
|
|
$
|
(5,056
|
)
|
|
$
|
(276
|
)
|
|
$
|
(122,773
|
)
|
|
$
|
(8,359
|
)
|
Net income (loss)
|
|
$
|
(5,787
|
)
|
|
$
|
(3,072
|
)
|
|
$
|
(81,215
|
)
|
|
$
|
61,459
|
|
Net income (loss) attributable to common shares
|
|
$
|
(5,620
|
)
|
|
$
|
(2,787
|
)
|
|
$
|
(81,448
|
)
|
|
$
|
61,694
|
|
Earnings (loss) per common share - basic
|
|
$
|
(0.27
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(3.91
|
)
|
|
$
|
2.89
|
|
Earnings (loss) per common share - diluted
|
|
$
|
(0.27
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(3.91
|
)
|
|
$
|
2.89
|
|
(1)
|
The third quarter of 2017 includes adjustments that were immaterial to the fiscal year ended December 31, 2017 and to prior periods. The impact of the corrections made in the third quarter 2017 was a
$1.2 million
increase in operating loss, including a
$0.2 million
increase in operating expense, a
$0.7 million
increase in general and administrative expense,
$0.3 million
increase in loss on impairment, a
$0.9 million
increase in tax benefit, a
$0.3 million
increase in net loss and net loss attributable to common shares, a
$0.02
increase in loss per common share.
|
(2)
|
The fourth quarter of 2017 includes adjustments that were immaterial to the fiscal year ended December 31, 2017 and to prior periods. The impact of the corrections made in the fourth quarter 2017 was a
$0.3 million
increase in operating loss, including a
$0.4 million
increase in operating expense, a
$0.2 million
decrease in depreciation and amortization expense, a
$0.1 million
decrease in general and administrative expense, a
$0.2 million
decrease in gains on asset dispositions, a
$1.2 million
increase in interest expense, a
$0.2 million
increase in tax benefit, a
$1.4 million
decrease in net loss and net loss attributable to common shares, a
$0.05
decrease in loss per common share.
|
16
.
|
SUBSEQUENT EVENTS
|
17
.
|
GUARANTORS OF SECURITIES
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
48,396
|
|
|
$
|
—
|
|
|
$
|
2,357
|
|
|
$
|
—
|
|
|
$
|
50,753
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts of $261
|
—
|
|
|
27,509
|
|
|
5,797
|
|
|
—
|
|
|
33,306
|
|
|||||
Trade, dry leasing
|
—
|
|
|
3,803
|
|
|
—
|
|
|
—
|
|
|
3,803
|
|
|||||
Tax receivables
|
—
|
|
|
6
|
|
|
3,181
|
|
|
—
|
|
|
3,187
|
|
|||||
Other
|
—
|
|
|
1,949
|
|
|
394
|
|
|
—
|
|
|
2,343
|
|
|||||
Inventories, net
|
—
|
|
|
20,633
|
|
|
40
|
|
|
—
|
|
|
20,673
|
|
|||||
Prepaid expenses
|
398
|
|
|
1,219
|
|
|
190
|
|
|
—
|
|
|
1,807
|
|
|||||
Total current assets
|
48,794
|
|
|
55,119
|
|
|
11,959
|
|
|
—
|
|
|
115,872
|
|
|||||
Property and equipment
|
—
|
|
|
900,611
|
|
|
16,550
|
|
|
—
|
|
|
917,161
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(314,567
|
)
|
|
(3,400
|
)
|
|
—
|
|
|
(317,967
|
)
|
|||||
Net property and equipment
|
—
|
|
|
586,044
|
|
|
13,150
|
|
|
—
|
|
|
599,194
|
|
|||||
Equity investments and advances
|
—
|
|
|
27,112
|
|
|
—
|
|
|
—
|
|
|
27,112
|
|
|||||
Investments in consolidated subsidiaries
|
172,950
|
|
|
—
|
|
|
—
|
|
|
(172,950
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
|
1,107
|
|
|||||
Deferred income taxes
|
9,904
|
|
|
—
|
|
|
—
|
|
|
(9,904
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
366,541
|
|
|
—
|
|
|
—
|
|
|
(366,541
|
)
|
|
—
|
|
|||||
Other assets
|
1,251
|
|
|
20,231
|
|
|
96
|
|
|
—
|
|
|
21,578
|
|
|||||
Total assets
|
$
|
599,440
|
|
|
$
|
688,506
|
|
|
$
|
26,312
|
|
|
$
|
(549,395
|
)
|
|
$
|
764,863
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
136
|
|
|
$
|
11,357
|
|
|
$
|
1,668
|
|
|
$
|
—
|
|
|
$
|
13,161
|
|
Accrued wages and benefits
|
43
|
|
|
7,743
|
|
|
1,481
|
|
|
—
|
|
|
9,267
|
|
|||||
Accrued interest
|
500
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
569
|
|
|||||
Accrued income taxes
|
918
|
|
|
6
|
|
|
49
|
|
|
—
|
|
|
973
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
395
|
|
|
—
|
|
|
2,058
|
|
|||||
Accrued other taxes
|
—
|
|
|
768
|
|
|
500
|
|
|
—
|
|
|
1,268
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
630
|
|
|
—
|
|
|
630
|
|
|||||
Other current liabilities
|
647
|
|
|
220
|
|
|
11
|
|
|
—
|
|
|
878
|
|
|||||
Total current liabilities
|
2,244
|
|
|
21,826
|
|
|
4,734
|
|
|
—
|
|
|
28,804
|
|
|||||
Long-term debt
|
133,900
|
|
|
26,317
|
|
|
—
|
|
|
—
|
|
|
160,217
|
|
|||||
Deferred income taxes
|
—
|
|
|
117,015
|
|
|
1,245
|
|
|
(9,903
|
)
|
|
108,357
|
|
|||||
Intercompany payables
|
—
|
|
|
310,727
|
|
|
55,847
|
|
|
(366,574
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
720
|
|
|
27
|
|
|
—
|
|
|
747
|
|
|||||
Total liabilities
|
136,144
|
|
|
476,605
|
|
|
61,853
|
|
|
(376,477
|
)
|
|
298,125
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
3
|
|
|
3,299
|
|
|
—
|
|
|
3,302
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Era Group Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 outstanding, exclusive of treasury shares
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||
Additional paid-in capital
|
447,299
|
|
|
100,306
|
|
|
4,562
|
|
|
(104,869
|
)
|
|
447,298
|
|
|||||
Retained earnings
|
18,254
|
|
|
111,482
|
|
|
(43,402
|
)
|
|
(68,049
|
)
|
|
18,285
|
|
|||||
Treasury shares, at cost, 156,737 shares
|
(2,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,476
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Total equity
|
463,296
|
|
|
211,898
|
|
|
(38,840
|
)
|
|
(172,918
|
)
|
|
463,436
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
599,440
|
|
|
$
|
688,506
|
|
|
$
|
26,312
|
|
|
$
|
(549,395
|
)
|
|
$
|
764,863
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
2,783
|
|
|
$
|
—
|
|
|
$
|
13,583
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts of $1,196
|
—
|
|
|
27,968
|
|
|
5,872
|
|
|
$
|
—
|
|
|
33,840
|
|
||||
Trade, dry leasing
|
—
|
|
|
5,124
|
|
|
—
|
|
|
—
|
|
|
5,124
|
|
|||||
Tax receivables
|
—
|
|
|
—
|
|
|
2,829
|
|
|
—
|
|
|
2,829
|
|
|||||
Other
|
—
|
|
|
1,126
|
|
|
497
|
|
|
—
|
|
|
1,623
|
|
|||||
Inventories, net
|
—
|
|
|
20,746
|
|
|
366
|
|
|
—
|
|
|
21,112
|
|
|||||
Prepaid expenses
|
349
|
|
|
721
|
|
|
133
|
|
|
—
|
|
|
1,203
|
|
|||||
Escrow deposits
|
—
|
|
|
3,250
|
|
|
—
|
|
|
—
|
|
|
3,250
|
|
|||||
Total current assets
|
11,149
|
|
|
58,935
|
|
|
12,480
|
|
|
—
|
|
|
82,564
|
|
|||||
Property and equipment
|
—
|
|
|
956,918
|
|
|
16,024
|
|
|
—
|
|
|
972,942
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(296,573
|
)
|
|
(2,455
|
)
|
|
—
|
|
|
(299,028
|
)
|
|||||
Net property and equipment
|
—
|
|
|
660,345
|
|
|
13,569
|
|
|
—
|
|
|
673,914
|
|
|||||
Equity investments and advances
|
—
|
|
|
30,056
|
|
|
—
|
|
|
—
|
|
|
30,056
|
|
|||||
Investments in consolidated subsidiaries
|
161,350
|
|
|
—
|
|
|
—
|
|
|
(161,350
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,122
|
|
|
—
|
|
|
1,122
|
|
|||||
Deferred income taxes
|
19,600
|
|
|
—
|
|
|
—
|
|
|
(19,600
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
426,806
|
|
|
—
|
|
|
—
|
|
|
(426,806
|
)
|
|
—
|
|
|||||
Other assets
|
1,011
|
|
|
3,370
|
|
|
60
|
|
|
—
|
|
|
4,441
|
|
|||||
Total assets
|
$
|
619,916
|
|
|
$
|
752,706
|
|
|
$
|
27,231
|
|
|
$
|
(607,756
|
)
|
|
$
|
792,097
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
638
|
|
|
$
|
13,655
|
|
|
$
|
2,128
|
|
|
$
|
—
|
|
|
$
|
16,421
|
|
Accrued wages and benefits
|
—
|
|
|
6,804
|
|
|
1,460
|
|
|
—
|
|
|
8,264
|
|
|||||
Accrued interest
|
549
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
606
|
|
|||||
Accrued income taxes
|
—
|
|
|
24
|
|
|
4
|
|
|
—
|
|
|
28
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
1,073
|
|
|
—
|
|
|
2,736
|
|
|||||
Accrued other taxes
|
18
|
|
|
1,192
|
|
|
600
|
|
|
—
|
|
|
1,810
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
859
|
|
|
—
|
|
|
859
|
|
|||||
Other current liabilities
|
848
|
|
|
835
|
|
|
37
|
|
|
—
|
|
|
1,720
|
|
|||||
Total current liabilities
|
2,053
|
|
|
24,230
|
|
|
6,161
|
|
|
—
|
|
|
32,444
|
|
|||||
Long-term debt
|
172,292
|
|
|
27,979
|
|
|
1,903
|
|
|
—
|
|
|
202,174
|
|
|||||
Deferred income taxes
|
—
|
|
|
124,948
|
|
|
1,250
|
|
|
(19,600
|
)
|
|
106,598
|
|
|||||
Intercompany payables
|
—
|
|
|
381,660
|
|
|
45,146
|
|
|
(426,806
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
1,435
|
|
|
(1
|
)
|
|
—
|
|
|
1,434
|
|
|||||
Total liabilities
|
174,345
|
|
|
560,252
|
|
|
54,459
|
|
|
(446,406
|
)
|
|
342,650
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
4
|
|
|
3,762
|
|
|
—
|
|
|
3,766
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Era Group Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 outstanding, exclusive of treasury shares
|
215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|||||
Additional paid-in capital
|
443,944
|
|
|
100,306
|
|
|
4,562
|
|
|
(104,868
|
)
|
|
443,944
|
|
|||||
Retained earnings
|
4,363
|
|
|
92,034
|
|
|
(35,552
|
)
|
|
(56,482
|
)
|
|
4,363
|
|
|||||
Treasury shares, at cost, 214,441 shares
|
(2,951
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,951
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Total equity
|
445,571
|
|
|
192,450
|
|
|
(30,990
|
)
|
|
(161,350
|
)
|
|
445,681
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
619,916
|
|
|
$
|
752,706
|
|
|
$
|
27,231
|
|
|
$
|
(607,756
|
)
|
|
$
|
792,097
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
194,932
|
|
|
$
|
55,625
|
|
|
$
|
(28,881
|
)
|
|
$
|
221,676
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
122,490
|
|
|
57,947
|
|
|
(28,914
|
)
|
|
151,523
|
|
|||||
Administrative and general
|
15,017
|
|
|
25,597
|
|
|
4,512
|
|
|
—
|
|
|
45,126
|
|
|||||
Depreciation
|
—
|
|
|
38,553
|
|
|
988
|
|
|
—
|
|
|
39,541
|
|
|||||
Total costs and expenses
|
15,017
|
|
|
186,640
|
|
|
63,447
|
|
|
(28,914
|
)
|
|
236,190
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
1,618
|
|
|
(43
|
)
|
|
—
|
|
|
1,575
|
|
|||||
Litigation settlement proceeds
|
42,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,000
|
|
|||||
Loss on impairment
|
—
|
|
|
(991
|
)
|
|
—
|
|
|
—
|
|
|
(991
|
)
|
|||||
Operating income (loss)
|
26,983
|
|
|
8,919
|
|
|
(7,865
|
)
|
|
33
|
|
|
28,070
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
395
|
|
|
1,371
|
|
|
276
|
|
|
—
|
|
|
2,042
|
|
|||||
Interest expense
|
(14,149
|
)
|
|
(802
|
)
|
|
(180
|
)
|
|
—
|
|
|
(15,131
|
)
|
|||||
Foreign currency gains, net
|
(95
|
)
|
|
(178
|
)
|
|
(745
|
)
|
|
—
|
|
|
(1,018
|
)
|
|||||
Gain on debt extinguishment
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||
Other, net
|
—
|
|
|
34
|
|
|
20
|
|
|
—
|
|
|
54
|
|
|||||
Total other income (expense)
|
(13,849
|
)
|
|
425
|
|
|
(454
|
)
|
|
—
|
|
|
(13,878
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
13,134
|
|
|
9,344
|
|
|
(8,319
|
)
|
|
33
|
|
|
14,192
|
|
|||||
Income tax expense (benefit)
|
10,845
|
|
|
(7,900
|
)
|
|
(5
|
)
|
|
—
|
|
|
2,940
|
|
|||||
Income (loss) before equity earnings
|
2,289
|
|
|
17,244
|
|
|
(8,314
|
)
|
|
33
|
|
|
11,252
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
11,601
|
|
|
2,206
|
|
|
—
|
|
|
(11,601
|
)
|
|
2,206
|
|
|||||
Net income (loss)
|
13,890
|
|
|
19,450
|
|
|
(8,314
|
)
|
|
(11,568
|
)
|
|
13,458
|
|
|||||
Net loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
13,890
|
|
|
$
|
19,450
|
|
|
$
|
(7,850
|
)
|
|
$
|
(11,568
|
)
|
|
$
|
13,922
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
201,653
|
|
|
$
|
60,466
|
|
|
$
|
(30,798
|
)
|
|
$
|
231,321
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
133,077
|
|
|
65,167
|
|
|
(30,798
|
)
|
|
167,446
|
|
|||||
Administrative and general
|
7,887
|
|
|
28,451
|
|
|
5,754
|
|
|
—
|
|
|
42,092
|
|
|||||
Depreciation
|
—
|
|
|
44,756
|
|
|
980
|
|
|
—
|
|
|
45,736
|
|
|||||
Total costs and expenses
|
7,887
|
|
|
206,284
|
|
|
71,901
|
|
|
(30,798
|
)
|
|
255,274
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
4,364
|
|
|
143
|
|
|
—
|
|
|
4,507
|
|
|||||
Loss on impairment
|
—
|
|
|
(116,586
|
)
|
|
(432
|
)
|
|
—
|
|
|
(117,018
|
)
|
|||||
Operating income (loss)
|
(7,887
|
)
|
|
(116,853
|
)
|
|
(11,724
|
)
|
|
—
|
|
|
(136,464
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
108
|
|
|
419
|
|
|
233
|
|
|
—
|
|
|
760
|
|
|||||
Interest expense
|
(14,495
|
)
|
|
(800
|
)
|
|
(1,468
|
)
|
|
—
|
|
|
(16,763
|
)
|
|||||
Foreign currency gains, net
|
256
|
|
|
330
|
|
|
(812
|
)
|
|
—
|
|
|
(226
|
)
|
|||||
Other, net
|
—
|
|
|
143
|
|
|
(155
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Total other income (expense)
|
(14,131
|
)
|
|
92
|
|
|
(2,202
|
)
|
|
—
|
|
|
(16,241
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(22,018
|
)
|
|
(116,761
|
)
|
|
(13,926
|
)
|
|
—
|
|
|
(152,705
|
)
|
|||||
Income tax expense (benefit)
|
(7,338
|
)
|
|
(112,295
|
)
|
|
(3,032
|
)
|
|
—
|
|
|
(122,665
|
)
|
|||||
Income (loss) before equity earnings
|
(14,680
|
)
|
|
(4,466
|
)
|
|
(10,894
|
)
|
|
—
|
|
|
(30,040
|
)
|
|||||
Equity earnings, net of tax
|
|
|
|
1,425
|
|
|
—
|
|
|
|
|
|
1,425
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
(13,481
|
)
|
|
—
|
|
|
—
|
|
|
13,481
|
|
|
—
|
|
|||||
Net income (loss)
|
(28,161
|
)
|
|
(3,041
|
)
|
|
(10,894
|
)
|
|
13,481
|
|
|
(28,615
|
)
|
|||||
Net loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(28,161
|
)
|
|
$
|
(3,041
|
)
|
|
$
|
(10,440
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,161
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
225,773
|
|
|
$
|
61,514
|
|
|
$
|
(40,059
|
)
|
|
$
|
247,228
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
138,350
|
|
|
71,572
|
|
|
(40,059
|
)
|
|
169,863
|
|
|||||
Administrative and general
|
3,744
|
|
|
27,834
|
|
|
4,628
|
|
|
—
|
|
|
36,206
|
|
|||||
Depreciation
|
—
|
|
|
48,248
|
|
|
1,067
|
|
|
—
|
|
|
49,315
|
|
|||||
Total costs and expenses
|
3,744
|
|
|
214,432
|
|
|
77,267
|
|
|
(40,059
|
)
|
|
255,384
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
5,035
|
|
|
(248
|
)
|
|
—
|
|
|
4,787
|
|
|||||
Operating income
|
(3,744
|
)
|
|
16,376
|
|
|
(16,001
|
)
|
|
—
|
|
|
(3,369
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
56
|
|
|
472
|
|
|
213
|
|
|
—
|
|
|
741
|
|
|||||
Interest expense
|
(16,033
|
)
|
|
(809
|
)
|
|
(483
|
)
|
|
—
|
|
|
(17,325
|
)
|
|||||
Foreign currency gains (losses), net
|
(77
|
)
|
|
(879
|
)
|
|
963
|
|
|
—
|
|
|
7
|
|
|||||
Gain on debt extinguishment
|
518
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||
Other, net
|
—
|
|
|
11
|
|
|
58
|
|
|
—
|
|
|
69
|
|
|||||
Total other income (expense)
|
(15,536
|
)
|
|
(1,205
|
)
|
|
751
|
|
|
—
|
|
|
(15,990
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(19,280
|
)
|
|
15,171
|
|
|
(15,250
|
)
|
|
—
|
|
|
(19,359
|
)
|
|||||
Income tax expense (benefit)
|
(8,807
|
)
|
|
4,971
|
|
|
479
|
|
|
—
|
|
|
(3,357
|
)
|
|||||
Income (loss) before equity earnings
|
(10,473
|
)
|
|
10,200
|
|
|
(15,729
|
)
|
|
—
|
|
|
(16,002
|
)
|
|||||
Equity earnings, net of tax
|
—
|
|
|
1,092
|
|
|
—
|
|
|
—
|
|
|
1,092
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
2,495
|
|
|
—
|
|
|
—
|
|
|
(2,495
|
)
|
|
—
|
|
|||||
Net income (loss)
|
(7,978
|
)
|
|
11,292
|
|
|
(15,729
|
)
|
|
(2,495
|
)
|
|
(14,910
|
)
|
|||||
Net income attributable to non-controlling interest in subsidiary
|
—
|
|
|
6,349
|
|
|
583
|
|
|
—
|
|
|
6,932
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(7,978
|
)
|
|
$
|
17,641
|
|
|
$
|
(15,146
|
)
|
|
$
|
(2,495
|
)
|
|
$
|
(7,978
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
13,890
|
|
|
$
|
19,450
|
|
|
$
|
(8,314
|
)
|
|
$
|
(11,568
|
)
|
|
$
|
13,458
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss)
|
13,890
|
|
|
19,450
|
|
|
(8,314
|
)
|
|
(11,568
|
)
|
|
13,458
|
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
13,890
|
|
|
$
|
19,450
|
|
|
$
|
(7,850
|
)
|
|
$
|
(11,568
|
)
|
|
$
|
13,922
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(28,161
|
)
|
|
$
|
(3,041
|
)
|
|
$
|
(10,894
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,615
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Comprehensive income (loss)
|
(28,161
|
)
|
|
(3,023
|
)
|
|
(10,894
|
)
|
|
13,481
|
|
|
(28,597
|
)
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(28,161
|
)
|
|
$
|
(3,023
|
)
|
|
$
|
(10,440
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,143
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(7,978
|
)
|
|
$
|
11,292
|
|
|
$
|
(15,729
|
)
|
|
$
|
(2,495
|
)
|
|
$
|
(14,910
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss)
|
(7,978
|
)
|
|
11,292
|
|
|
(15,729
|
)
|
|
(2,495
|
)
|
|
(14,910
|
)
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
6,349
|
|
|
583
|
|
|
—
|
|
|
6,932
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(7,978
|
)
|
|
$
|
17,641
|
|
|
$
|
(15,146
|
)
|
|
$
|
(2,495
|
)
|
|
$
|
(7,978
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
37,596
|
|
|
$
|
14,639
|
|
|
$
|
2,119
|
|
|
$
|
—
|
|
|
$
|
54,354
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(8,867
|
)
|
|
(349
|
)
|
|
—
|
|
|
(9,216
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
29,590
|
|
|
—
|
|
|
—
|
|
|
29,590
|
|
|||||
Dividends received from equity investees
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
934
|
|
|
—
|
|
|
—
|
|
|
934
|
|
|||||
Net cash provided by investing activities
|
—
|
|
|
23,175
|
|
|
(349
|
)
|
|
—
|
|
|
22,826
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
|
(1,295
|
)
|
|||||
Payments on long-term debt
|
—
|
|
|
(1,662
|
)
|
|
(1,224
|
)
|
|
(39,000
|
)
|
|
(41,886
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
893
|
|
|
893
|
|
|||||
Extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
(1,221
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(39,402
|
)
|
|
—
|
|
|
39,402
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(41,064
|
)
|
|
(2,445
|
)
|
|
—
|
|
|
(43,509
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
37,596
|
|
|
(3,250
|
)
|
|
(426
|
)
|
|
—
|
|
|
33,920
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
10,800
|
|
|
3,250
|
|
|
2,783
|
|
|
—
|
|
|
16,833
|
|
|||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
48,396
|
|
|
$
|
—
|
|
|
$
|
2,357
|
|
|
$
|
—
|
|
|
$
|
50,753
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(14,706
|
)
|
|
$
|
32,601
|
|
|
$
|
2,201
|
|
|
$
|
—
|
|
|
$
|
20,096
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(16,600
|
)
|
|
(170
|
)
|
|
—
|
|
|
(16,770
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
9,392
|
|
|
—
|
|
|
—
|
|
|
9,392
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|||||
Investments in and advances to equity investees
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|||||
Escrow deposits on like-kind exchanges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(6,404
|
)
|
|
(170
|
)
|
|
—
|
|
|
(6,574
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Revolving Credit Facility
|
—
|
|
|
8,000
|
|
|
—
|
|
|
9,000
|
|
|
17,000
|
|
|||||
Payments on long-term debt
|
—
|
|
|
(1,526
|
)
|
|
(755
|
)
|
|
(43,000
|
)
|
|
(45,281
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
836
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(33,216
|
)
|
|
—
|
|
|
33,216
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(26,742
|
)
|
|
(755
|
)
|
|
—
|
|
|
(27,497
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
32
|
|
|
18
|
|
|
31
|
|
|
—
|
|
|
81
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(14,674
|
)
|
|
(527
|
)
|
|
1,307
|
|
|
—
|
|
|
(13,894
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
25,474
|
|
|
3,777
|
|
|
1,476
|
|
|
—
|
|
|
30,727
|
|
|||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
10,800
|
|
|
$
|
3,250
|
|
|
$
|
2,783
|
|
|
$
|
—
|
|
|
$
|
16,833
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
17,909
|
|
|
$
|
41,239
|
|
|
$
|
(644
|
)
|
|
$
|
—
|
|
|
$
|
58,504
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(39,020
|
)
|
|
(180
|
)
|
|
—
|
|
|
(39,200
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
28,381
|
|
|
228
|
|
|
—
|
|
|
28,609
|
|
|||||
Return of helicopter deposits
|
—
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||
Escrow deposits, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repayment of intercompany debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(9,164
|
)
|
|
48
|
|
|
—
|
|
|
(9,116
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
|||||
Long-term debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(886
|
)
|
|
(886
|
)
|
|||||
Payments on long-term debt
|
—
|
|
|
(1,803
|
)
|
|
(1,641
|
)
|
|
(37,000
|
)
|
|
(40,444
|
)
|
|||||
Extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,331
|
)
|
|
(4,331
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
836
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(161
|
)
|
|||||
Repayment of intercompany debt
|
—
|
|
|
(29,542
|
)
|
|
—
|
|
|
29,542
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
—
|
|
|
(31,345
|
)
|
|
(1,641
|
)
|
|
—
|
|
|
(32,986
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(478
|
)
|
|
242
|
|
|
—
|
|
|
(236
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
17,909
|
|
|
252
|
|
|
(1,995
|
)
|
|
—
|
|
|
16,166
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
7,565
|
|
|
3,525
|
|
|
3,471
|
|
|
—
|
|
|
14,561
|
|
|||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
25,474
|
|
|
$
|
3,777
|
|
|
$
|
1,476
|
|
|
$
|
—
|
|
|
$
|
30,727
|
|
1.
|
Definitions
. Unless otherwise defined herein, words and expressions defined in the Original Agreement have the same meanings when used herein, including in the recitals hereto.
|
2.
|
Representations and Warranties
. Each of the Security Parties hereby reaffirms, as of the date hereof and after giving effect to this Amendment, each and every representation and warranty made by it in the Original Agreement, the Notes, the Security Documents and the other Loan Documents except for representations and warranties, if any, given as of a specified date, which shall be true and correct as of such specified date. Additionally, each of the Security Parties hereby represents and warrants that this Amendment has been duly executed and delivered for the benefit of or on behalf of such Security Party and constitutes a legal, valid and binding obligation of such Security Party, enforceable against such Security Party in accordance with its terms, except as the enforceability hereof may be
|
3.
|
No Defaults
. Each of the Security Parties hereby represents and warrants that, after giving effect to this Amendment, no Event of Default nor event which, with the passage of time, giving of notice or both would become an Event of Default, has occurred or is continuing as of the date hereof.
|
4.
|
Performance of Covenants
. Each of the Security Parties hereby reaffirms that, after giving effect to this Amendment, it has duly performed and observed the covenants and undertakings set forth in the Agreement, the Notes, the Security Documents and the other Loan Documents that are required to be performed by it and each of the Security Parties covenants and undertakes to continue duly to perform and observe such covenants and undertakings so long as the Agreement, as the same is amended and supplemented hereby, shall remain in effect.
|
5.
|
Amendments to the Original Agreement
. Subject to the terms and conditions of this Amendment:
|
A.
|
All references to “this Agreement” or “the Agreement” in the Original Agreement shall refer and shall be deemed to refer to the Original Agreement as further amended and supplemented by this Amendment.
|
B.
|
Section 1.1 (
Defined Terms
) of the Original Agreement is hereby modified by amending and restating the definitions of “
U.S. Bancorp Helicopters
” appearing therein as follows:
|
6.
|
Conditions Precedent
. The effectiveness of this Amendment is expressly subject to the satisfaction of the following conditions precedent:
|
a.
|
Execution and Delivery
. The Administrative Agent, the Majority Lenders and the Security Parties shall have executed and delivered this Amendment to the Administrative Agent;
|
b.
|
Events of Default
. The Administrative Agent shall be satisfied that, after giving effect to this Amendment, no Event of Default or event which, with the passage of time, giving of notice or both would become an Event of Default has occurred and is continuing;
|
c.
|
Representations and Warranties
. After giving effect to this Amendment, the representations and warranties of the Security Parties contained in the Agreement, this Amendment, the Security Documents and the other Loan Documents shall be true on and as of the date of
|
d.
|
Expenses
The Borrower shall pay promptly to the Administrative Agent all reasonable and documented costs and expenses (including the reasonable and documented legal fees and expenses of King & Spalding and one aircraft counsel) of the Administrative Agent for the preparation and/or execution of this Amendment and any documents prepared and/or executed in connection herewith.
|
7.
|
No Other Amendment; Loan Document
. Except as expressly amended and supplemented by this Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect and the Original Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders under the Original Agreement, nor constitute a waiver of any provision of the Original Agreement. This Amendment shall constitute a Loan Document for all purposes of the Agreement.
Other Documents
. Upon the effectiveness of this Amendment, each of the Security Parties and the Creditors hereby consents and agrees that all references in the Security Documents to the “Credit Agreement” shall refer and shall be deemed to refer to the Original Agreement as amended and supplemented by this Amendment. By the execution and delivery of this Amendment, each Security Party hereby consents and agrees that the Security Documents and any other documents that have been or may be executed as security for the Obligations shall remain in full force and effect notwithstanding the amendments contemplated hereby. Without limiting the foregoing, (i) each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower in connection with the Agreement, the Guaranty (A) is and shall continue to be a primary obligation of such Guarantor, (B) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment and (C) is and shall continue to be in full force and effect in accordance with its terms and (ii) nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranty.
No Novation
. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Original Agreement or an accord and satisfaction in regard thereto.
|
8.
|
Governing Law
. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
|
9.
|
Further Assurances
. Each Security Party hereby consents and agrees that if this Amendment or any of the Security Documents shall at any time be or be deemed by the Administrative Agent for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, it will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the Administrative Agent may be reasonably required in order more effectively to accomplish the purposes of this Amendment and the Security Documents.
Counterparts
. This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original but all such counterparts shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.
|
12.
|
Headings
. In this Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Amendment.
|
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
[date]
(each, a “
Vesting Date
”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “
Blackout Period
”), then the Restricted Stock otherwise ordinarily scheduled to vest on such Vesting Date shall instead
|
(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 Procedures and Guidelines (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
|
Subsidiary
|
|
Jurisdiction of Organization
|
Aeróleo Internacional LLC
|
|
Delaware
|
Aeróleo Taxi Aéreo S/A
|
|
Brazil
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Apical Industries Inc.
|
|
California
|
Dart Aerospace Ltd.
|
|
Alberta, Canada
|
Dart Aerospace USA Inc.
|
|
Washington
|
Dart Helicopter Services, Inc.
|
|
Delaware
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Dart Holding Company Ltd.
|
|
Alberta, Canada
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Dart Aerospace B.V.
|
|
Amsterdam, The Netherlands
|
Era Aeroleo LLC
|
|
Delaware
|
Era Australia, LLC
|
|
Delaware
|
Era (BVI) Ltd.
|
|
British Virgin Islands
|
Era DHS LLC
|
|
Delaware
|
Era do Brazil LLC
|
|
Delaware
|
Era Helicopters (Bahamas) Ltd.
|
|
Bahamas
|
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
|
Hauser Investments Limited
|
|
British Virgin Islands
|
Heli-Tech, Inc.
|
|
Oregon
|
Offshore Helicopter Support Services, Inc.
|
|
Louisiana
|
Star Aviation Crewing Ltd.
|
|
British Virgin Islands
|
Sicher Helicopters SAS
|
|
Colombia
|
–
|
our report dated February 27, 2019, with respect to the consolidated balance sheet of Dart Holding Company Ltd.as of December 31, 2018, and the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the year then ended, not included herein; and
|
–
|
our report dated February 27, 2017, with respect to the consolidated balance sheet of Dart Holding Company Ltd as of December 31, 2016, and the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the year then ended, not included herein,
|
/s/ KPMG LLP
|
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 7, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
|
|
|
|
|
|
Name:
|
Christopher S. Bradshaw
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
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 7, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Jennifer Whalen
|
|
|
|
|
|
|
Name:
|
Jennifer D. Whalen
|
|
|
Title:
|
Senior Vice President, Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
(1)
|
the accompanying Annual Report on Form 10−K, for the period ending
December 31, 2018
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 7, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
|
|
|
|
|
|
Name:
|
Christopher S. Bradshaw
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
(1)
|
the accompanying Annual Report on Form 10−K, for the period ending
December 31, 2018
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 7, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Jennifer Whalen
|
|
|
|
|
|
|
Name:
|
Jennifer D. Whalen
|
|
|
Title:
|
Senior Vice President, Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|