ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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72-1455213
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(State or Other Jurisdiction of
Incorporation or Organization)
|
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(IRS Employer
Identification No.)
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818 Town & Country Blvd., Suite 200
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Houston, Texas
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
ý
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Non-accelerated filer
¨
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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 2.
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Item 3.
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Item 4.
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Part II.
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Item 1A.
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Item 2.
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Item 6.
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ITEM 1.
|
FINANCIAL STATEMENTS
|
ERA GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|||||||
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (including $359 and $1,745 from VIEs in 2019 and 2018, respectively)
(1)
|
$
|
49,612
|
|
|
$
|
50,753
|
|
Receivables:
|
|
|
|
||||
Trade, operating, net of allowance for doubtful accounts of $261 in 2019 and 2018, (including $9,703 and $5,565 from VIEs in 2019 and 2018, respectively)
|
34,732
|
|
|
33,306
|
|
||
Trade, dry-leasing
|
2,446
|
|
|
3,803
|
|
||
Tax receivables (including $2,843 and $3,187 from VIEs in 2019 and 2018, respectively)
|
2,843
|
|
|
3,187
|
|
||
Other (including $27 and $340 from VIEs in 2019 and 2018, respectively)
|
7,204
|
|
|
2,343
|
|
||
Inventories, net (including $35 and $40 from VIEs in 2019 and 2018, respectively)
|
20,893
|
|
|
20,673
|
|
||
Prepaid expenses (including $32 and $10 from VIEs in 2019 and 2018, respectively)
|
2,233
|
|
|
1,807
|
|
||
Total current assets
|
119,963
|
|
|
115,872
|
|
||
Property and equipment (including $1,455 and $1,375 from VIEs in 2019 and 2018, respectively)
|
918,252
|
|
|
917,161
|
|
||
Accumulated depreciation (including $525 and $485 from VIEs in 2019 and 2018, respectively)
|
(327,444
|
)
|
|
(317,967
|
)
|
||
Property and equipment, net
|
590,808
|
|
|
599,194
|
|
||
Operating lease right-of-use (including $1,143 from VIEs in 2019)
|
8,460
|
|
|
—
|
|
||
Equity investments and advances
|
24,427
|
|
|
27,112
|
|
||
Intangible assets
|
1,102
|
|
|
1,107
|
|
||
Other assets (including $102 and $96 from VIEs in 2019 and 2018, respectively)
|
21,081
|
|
|
21,578
|
|
||
Total assets
|
$
|
765,841
|
|
|
$
|
764,863
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST
AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses (including $1,534 and $1,522 from VIEs in 2019 and 2018, respectively)
|
$
|
12,643
|
|
|
$
|
13,161
|
|
Accrued wages and benefits (including $1,425 and $1,429 from VIEs in 2019 and 2018, respectively)
|
5,524
|
|
|
9,267
|
|
||
Accrued interest
|
3,376
|
|
|
569
|
|
||
Accrued income taxes
|
2,874
|
|
|
973
|
|
||
Accrued other taxes (including $421 and $500 from VIEs in 2019 and 2018, respectively)
|
1,414
|
|
|
1,268
|
|
||
Accrued contingencies (including $656 and $630 from VIEs in 2019 and 2018, respectively)
|
656
|
|
|
630
|
|
||
Current portion of long-term debt (including $275 and $395 from VIEs in 2019 and 2018, respectively)
|
1,938
|
|
|
2,058
|
|
||
Other current liabilities (including $444 and $0 from VIEs in 2019 and 2018, respectively)
|
3,092
|
|
|
878
|
|
||
Total current liabilities
|
31,517
|
|
|
28,804
|
|
||
Long-term debt
|
159,961
|
|
|
160,217
|
|
||
Deferred income taxes
|
104,824
|
|
|
108,357
|
|
||
Operating lease liabilities (including $699 from VIEs in 2019)
|
6,773
|
|
|
—
|
|
||
Other liabilities
|
721
|
|
|
747
|
|
||
Total liabilities
|
303,796
|
|
|
298,125
|
|
||
Commitments and contingencies (see Note 8)
|
|
|
|
||||
Redeemable noncontrolling interest
|
3,160
|
|
|
3,302
|
|
||
Equity:
|
|
|
|
||||
Era Group Inc. stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 22,220,676 and 21,765,404 outstanding in 2019 and 2018, respectively, exclusive of treasury shares
|
224
|
|
|
219
|
|
||
Additional paid-in capital
|
448,690
|
|
|
447,298
|
|
||
Retained earnings
|
12,342
|
|
|
18,285
|
|
||
Treasury shares, at cost; 157,267 and 156,737 shares in 2019 and 2018, respectively
|
(2,481
|
)
|
|
(2,476
|
)
|
||
Accumulated other comprehensive income, net of tax
|
110
|
|
|
110
|
|
||
Total equity
|
458,885
|
|
|
463,436
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
765,841
|
|
|
$
|
764,863
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Operating revenues
|
$
|
47,830
|
|
|
$
|
54,750
|
|
Dry-leasing revenues
|
3,463
|
|
|
2,572
|
|
||
Total revenues
|
51,293
|
|
|
57,322
|
|
||
Costs and expenses:
|
|
|
|
||||
Operating
|
36,696
|
|
|
37,660
|
|
||
Administrative and general
|
8,875
|
|
|
12,071
|
|
||
Depreciation and amortization
|
9,450
|
|
|
10,354
|
|
||
Total costs and expenses
|
55,021
|
|
|
60,085
|
|
||
Gains (losses) on asset dispositions, net
|
(124
|
)
|
|
4,414
|
|
||
Operating income (loss)
|
(3,852
|
)
|
|
1,651
|
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
752
|
|
|
146
|
|
||
Interest expense
|
(3,461
|
)
|
|
(4,576
|
)
|
||
Foreign currency gains (losses), net
|
(126
|
)
|
|
74
|
|
||
Gain on debt extinguishment
|
—
|
|
|
175
|
|
||
Other, net
|
(11
|
)
|
|
(8
|
)
|
||
Total other income (expense)
|
(2,846
|
)
|
|
(4,189
|
)
|
||
Loss before income taxes and equity earnings
|
(6,698
|
)
|
|
(2,538
|
)
|
||
Income tax benefit
|
(1,588
|
)
|
|
(738
|
)
|
||
Loss before equity earnings
|
(5,110
|
)
|
|
(1,800
|
)
|
||
Equity earnings (losses), net of tax
|
(975
|
)
|
|
443
|
|
||
Net loss
|
(6,085
|
)
|
|
(1,357
|
)
|
||
Net loss attributable to noncontrolling interest in subsidiary
|
142
|
|
|
163
|
|
||
Net loss attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
$
|
(1,194
|
)
|
|
|
|
|
||||
Loss per common share, basic and diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding, basic and diluted
|
21,323,312
|
|
|
21,003,777
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
|
||||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(6,085
|
)
|
|
$
|
(1,357
|
)
|
Other comprehensive loss:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
—
|
|
|
(5
|
)
|
||
Total other comprehensive loss
|
|
—
|
|
|
(5
|
)
|
||
Comprehensive loss
|
|
(6,085
|
)
|
|
(1,362
|
)
|
||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
|
142
|
|
|
163
|
|
||
Comprehensive loss attributable to Era Group Inc.
|
|
$
|
(5,943
|
)
|
|
$
|
(1,199
|
)
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(unaudited, in thousands)
|
|||||||||||||||||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings
|
|
Treasury
Shares |
|
Accumulated
Other Comprehensive Income |
|
Total
Equity |
||||||||||||||
December 31, 2018
|
|
$
|
3,302
|
|
|
|
$
|
219
|
|
|
$
|
447,298
|
|
|
$
|
18,285
|
|
|
$
|
(2,476
|
)
|
|
$
|
110
|
|
|
$
|
463,436
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
807
|
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6,085
|
)
|
|
—
|
|
|
—
|
|
|
(6,085
|
)
|
|||||||
Net loss attributable to redeemable noncontrolling interest
|
|
(142
|
)
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|||||||
March 31, 2019
|
|
$
|
3,160
|
|
|
|
$
|
224
|
|
|
$
|
448,690
|
|
|
$
|
12,342
|
|
|
$
|
(2,481
|
)
|
|
$
|
110
|
|
|
$
|
458,885
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings
|
|
Treasury
Shares |
|
Accumulated
Other Comprehensive Income |
|
Total
Equity |
||||||||||||||
December 31, 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
|
|
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
484
|
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(1,357
|
)
|
|
—
|
|
|
—
|
|
|
(1,357
|
)
|
|||||||
Net loss attributable to redeemable noncontrolling interest
|
|
(163
|
)
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||||
March 31, 2018
|
|
$
|
3,603
|
|
|
|
$
|
219
|
|
|
$
|
445,174
|
|
|
$
|
3,169
|
|
|
$
|
(2,951
|
)
|
|
$
|
105
|
|
|
$
|
445,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(6,085
|
)
|
|
$
|
(1,357
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
9,450
|
|
|
10,354
|
|
||
Share-based compensation
|
807
|
|
|
750
|
|
||
Interest income
|
(157
|
)
|
|
—
|
|
||
Non-cash penalty and interest expenses
|
—
|
|
|
607
|
|
||
Gains (losses) on asset dispositions, net
|
124
|
|
|
(4,414
|
)
|
||
Debt discount amortization
|
67
|
|
|
61
|
|
||
Amortization of deferred financing costs
|
239
|
|
|
704
|
|
||
Foreign currency losses (gains), net
|
126
|
|
|
(107
|
)
|
||
Gain on debt extinguishment, net
|
—
|
|
|
(175
|
)
|
||
Deferred income tax benefit
|
(3,533
|
)
|
|
(737
|
)
|
||
Equity (earnings) losses, net of tax
|
975
|
|
|
(443
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease (increase) in receivables
|
493
|
|
|
(2,783
|
)
|
||
Increase in prepaid expenses and other assets
|
(452
|
)
|
|
(1,502
|
)
|
||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
581
|
|
|
(1,988
|
)
|
||
Net cash provided by (used in) operating activities
|
2,635
|
|
|
(1,030
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,312
|
)
|
|
(3,784
|
)
|
||
Proceeds from disposition of property and equipment
|
—
|
|
|
19,497
|
|
||
Purchase of investments
|
(5,000
|
)
|
|
—
|
|
||
Principal payments on notes due from equity investees
|
2,334
|
|
|
54
|
|
||
Principal payments on third party notes receivable
|
104
|
|
|
76
|
|
||
Net cash provided by (used in) investing activities
|
(3,874
|
)
|
|
15,843
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Long-term debt issuance costs
|
—
|
|
|
(1,295
|
)
|
||
Payments on long-term debt
|
(542
|
)
|
|
(14,259
|
)
|
||
Proceeds from share award plans
|
590
|
|
|
484
|
|
||
Purchase of treasury shares
|
(5
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
43
|
|
|
(15,070
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
55
|
|
|
(23
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(1,141
|
)
|
|
(280
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
50,753
|
|
|
16,833
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
49,612
|
|
|
$
|
16,553
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
353
|
|
|
$
|
1,080
|
|
Interest capitalized during the period
|
—
|
|
|
97
|
|
||
Interest, net of amounts capitalized
|
$
|
353
|
|
|
$
|
983
|
|
Cash paid for income taxes
|
14
|
|
|
—
|
|
1
.
|
BASIS OF PRESENTATION AND ACCOUNTING POLICY
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Cash and cash equivalents
|
$
|
49,612
|
|
|
$
|
50,753
|
|
|
$
|
16,553
|
|
|
$
|
13,583
|
|
Restricted cash
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,250
|
|
||||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
49,612
|
|
|
$
|
50,753
|
|
|
$
|
16,553
|
|
|
$
|
16,833
|
|
2
.
|
FAIR VALUE MEASUREMENTS
|
3
.
|
ACQUISITIONS AND DISPOSITIONS
|
4
.
|
LEASES
|
|
|
Maturity of Lease Liabilities
|
||
2019
|
|
$
|
1,573
|
|
2020
|
|
1,530
|
|
|
2021
|
|
987
|
|
|
2022
|
|
562
|
|
|
2023
|
|
495
|
|
|
Years subsequent to 2023
|
|
7,952
|
|
|
Total future minimum lease payments
|
|
$
|
13,099
|
|
|
|
Maturity of Lease Liabilities
|
||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
1,591
|
|
2020
|
|
2,072
|
|
|
2021
|
|
1,081
|
|
|
2022
|
|
657
|
|
|
2023
|
|
633
|
|
|
Years subsequent to 2023
|
|
8,959
|
|
|
Total future minimum lease payments
|
|
14,993
|
|
|
Less: imputed interest
|
|
6,533
|
|
|
Present value of lease liabilities
|
|
$
|
8,460
|
|
Reported balances:
|
|
|
||
Other current liabilities
|
|
$
|
1,687
|
|
Long-term lease liabilities
|
|
6,773
|
|
|
Total operating lease liabilities
|
|
$
|
8,460
|
|
|
|
2019
|
||
Weighted average remaining lease term
|
|
11 years
|
|
|
Weighted average discount rate
|
|
4.46
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2019 (in thousands)
|
|
$
|
513
|
|
5
.
|
VARIABLE INTEREST ENTITIES
|
6
.
|
INCOME TAXES
|
7
.
|
LONG-TERM DEBT
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
144,828
|
|
|
$
|
144,828
|
|
Senior secured revolving credit facility
|
|
—
|
|
|
—
|
|
||
Promissory notes
|
|
19,564
|
|
|
19,980
|
|
||
Other
|
|
275
|
|
|
395
|
|
||
Total principal balance on borrowings
|
|
164,667
|
|
|
165,203
|
|
||
Portion due within one year
|
|
(1,938
|
)
|
|
(2,058
|
)
|
||
Unamortized debt issuance costs
|
|
(1,619
|
)
|
|
(1,712
|
)
|
||
Unamortized discount, net
|
|
(1,149
|
)
|
|
(1,216
|
)
|
||
Long-term debt
|
|
$
|
159,961
|
|
|
$
|
160,217
|
|
8
.
|
COMMITMENTS AND CONTINGENCIES
|
9
.
|
EARNINGS (LOSS) PER COMMON SHARE
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net loss attributable to Era Group Inc.
|
|
$
|
(5,943
|
)
|
|
$
|
(1,194
|
)
|
Less: Net income attributable to participating securities
|
|
—
|
|
|
—
|
|
||
Net income (loss) attributable to fully vested common stock
|
|
$
|
(5,943
|
)
|
|
$
|
(1,194
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
21,323,312
|
|
|
21,003,777
|
|
||
Diluted
(1)
|
|
21,323,312
|
|
|
21,003,777
|
|
||
Loss per common share:
|
|
|
|
|
||||
Loss per common share, basic and diluted
|
|
$
|
(0.28
|
)
|
|
$
|
(0.06
|
)
|
(1)
|
Excludes weighted average common shares of
203,612
and
235,900
for the three months ended
March 31, 2019
and
2018
, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
|
10
.
|
REVENUE
S
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Operating revenues:
|
|
|
|
||||
United States
|
$
|
34,214
|
|
|
$
|
39,133
|
|
International
|
13,616
|
|
|
15,617
|
|
||
Total operating revenues
|
$
|
47,830
|
|
|
$
|
54,750
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Oil and gas flight services:
|
|
|
|
||||
U.S.
|
$
|
32,466
|
|
|
$
|
36,536
|
|
International
|
13,616
|
|
|
15,617
|
|
||
Total oil and gas
|
46,082
|
|
|
52,153
|
|
||
Emergency response services
|
1,748
|
|
|
2,597
|
|
||
Total operating revenues
|
$
|
47,830
|
|
|
$
|
54,750
|
|
Dry-leasing revenues:
|
|
|
|
||||
U.S.
|
451
|
|
|
571
|
|
||
International
|
3,012
|
|
|
2,001
|
|
||
Total revenues
|
$
|
51,293
|
|
|
$
|
57,322
|
|
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
|
|
Number of Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2018
|
513,766
|
|
|
$
|
10.28
|
|
Restricted stock awards granted:
|
|
|
|
|||
Non-employee directors
|
34,488
|
|
|
$
|
10.35
|
|
Employees
|
361,056
|
|
|
$
|
10.35
|
|
Vested
|
(242,850
|
)
|
|
$
|
10.36
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Non-vested as of March 31, 2019
|
666,460
|
|
|
$
|
10.29
|
|
13
.
|
GUARANTORS OF SECURITIES
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
48,876
|
|
|
$
|
—
|
|
|
$
|
736
|
|
|
$
|
—
|
|
|
$
|
49,612
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts of $261
|
—
|
|
|
24,741
|
|
|
9,991
|
|
|
—
|
|
|
34,732
|
|
|||||
Trade, dry-leasing
|
—
|
|
|
2,446
|
|
|
—
|
|
|
—
|
|
|
2,446
|
|
|||||
Tax receivable
|
—
|
|
|
6
|
|
|
2,837
|
|
|
—
|
|
|
2,843
|
|
|||||
Other
|
5,000
|
|
|
1,863
|
|
|
341
|
|
|
—
|
|
|
7,204
|
|
|||||
Inventories, net
|
—
|
|
|
20,858
|
|
|
35
|
|
|
—
|
|
|
20,893
|
|
|||||
Prepaid expenses
|
726
|
|
|
1,292
|
|
|
215
|
|
|
—
|
|
|
2,233
|
|
|||||
Total current assets
|
54,602
|
|
|
51,206
|
|
|
14,155
|
|
|
—
|
|
|
119,963
|
|
|||||
Property and equipment
|
—
|
|
|
901,547
|
|
|
16,705
|
|
|
—
|
|
|
918,252
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(323,733
|
)
|
|
(3,711
|
)
|
|
—
|
|
|
(327,444
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
577,814
|
|
|
12,994
|
|
|
—
|
|
|
590,808
|
|
|||||
Operating lease right-of-use
|
—
|
|
|
7,317
|
|
|
1,143
|
|
|
—
|
|
|
8,460
|
|
|||||
Equity investments and advances
|
—
|
|
|
24,427
|
|
|
—
|
|
|
—
|
|
|
24,427
|
|
|||||
Investments in consolidated subsidiaries
|
171,671
|
|
|
—
|
|
|
—
|
|
|
(171,671
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|
1,102
|
|
|||||
Deferred income taxes
|
11,513
|
|
|
—
|
|
|
—
|
|
|
(11,513
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
358,653
|
|
|
—
|
|
|
—
|
|
|
(358,653
|
)
|
|
—
|
|
|||||
Other assets
|
1,106
|
|
|
19,873
|
|
|
102
|
|
|
—
|
|
|
21,081
|
|
|||||
Total assets
|
$
|
597,545
|
|
|
$
|
680,637
|
|
|
$
|
29,496
|
|
|
$
|
(541,837
|
)
|
|
$
|
765,841
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
584
|
|
|
$
|
10,378
|
|
|
$
|
1,681
|
|
|
$
|
—
|
|
|
$
|
12,643
|
|
Accrued wages and benefits
|
5
|
|
|
4,060
|
|
|
1,459
|
|
|
—
|
|
|
5,524
|
|
|||||
Accrued interest
|
3,307
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
3,376
|
|
|||||
Accrued income taxes
|
69
|
|
|
2,800
|
|
|
5
|
|
|
—
|
|
|
2,874
|
|
|||||
Accrued other taxes
|
306
|
|
|
687
|
|
|
421
|
|
|
—
|
|
|
1,414
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
656
|
|
|
—
|
|
|
656
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
275
|
|
|
—
|
|
|
1,938
|
|
|||||
Other current liabilities
|
469
|
|
|
2,167
|
|
|
456
|
|
|
—
|
|
|
3,092
|
|
|||||
Total current liabilities
|
4,740
|
|
|
21,824
|
|
|
4,953
|
|
|
—
|
|
|
31,517
|
|
|||||
Long-term debt
|
134,060
|
|
|
25,901
|
|
|
—
|
|
|
—
|
|
|
159,961
|
|
|||||
Deferred income taxes
|
—
|
|
|
115,091
|
|
|
1,245
|
|
|
(11,512
|
)
|
|
104,824
|
|
|||||
Intercompany payables
|
—
|
|
|
298,659
|
|
|
60,026
|
|
|
(358,685
|
)
|
|
—
|
|
|||||
Operating lease liabilities
|
—
|
|
|
6,074
|
|
|
699
|
|
|
—
|
|
|
6,773
|
|
|||||
Other liabilities
|
—
|
|
|
721
|
|
|
—
|
|
|
—
|
|
|
721
|
|
|||||
Total liabilities
|
138,800
|
|
|
468,270
|
|
|
66,923
|
|
|
(370,197
|
)
|
|
303,796
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
3
|
|
|
3,157
|
|
|
—
|
|
|
3,160
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 22,220,676 outstanding, exclusive of treasury shares
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|||||
Additional paid-in capital
|
448,692
|
|
|
100,306
|
|
|
4,561
|
|
|
(104,869
|
)
|
|
448,690
|
|
|||||
Retained earnings
|
12,310
|
|
|
111,948
|
|
|
(45,145
|
)
|
|
(66,771
|
)
|
|
12,342
|
|
|||||
Treasury shares, at cost, 157,267 shares
|
(2,481
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,481
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Total equity
|
458,745
|
|
|
212,364
|
|
|
(40,584
|
)
|
|
(171,640
|
)
|
|
458,885
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
597,545
|
|
|
$
|
680,637
|
|
|
$
|
29,496
|
|
|
$
|
(541,837
|
)
|
|
$
|
765,841
|
|
|
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
|
|
|||||
Accrued other taxes
|
—
|
|
|
768
|
|
|
500
|
|
|
—
|
|
|
1,268
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
630
|
|
|
—
|
|
|
630
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
395
|
|
|
—
|
|
|
2,058
|
|
|||||
Other current liabilities
|
647
|
|
|
220
|
|
|
11
|
|
|
—
|
|
|
878
|
|
|||||
Total current liabilities
|
2,244
|
|
|
21,826
|
|
|
4,734
|
|
|
—
|
|
|
28,804
|
|
|||||
Long-term debt
|
133,900
|
|
|
26,317
|
|
|
—
|
|
|
—
|
|
|
160,217
|
|
|||||
Deferred income taxes
|
—
|
|
|
117,015
|
|
|
1,245
|
|
|
(9,903
|
)
|
|
108,357
|
|
|||||
Intercompany payables
|
—
|
|
|
310,727
|
|
|
55,847
|
|
|
(366,574
|
)
|
|
—
|
|
|||||
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 shares
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)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
45,314
|
|
|
$
|
13,617
|
|
|
$
|
(7,638
|
)
|
|
$
|
51,293
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
30,049
|
|
|
14,285
|
|
|
(7,638
|
)
|
|
36,696
|
|
|||||
Administrative and general
|
1,242
|
|
|
6,672
|
|
|
961
|
|
|
—
|
|
|
8,875
|
|
|||||
Depreciation
|
—
|
|
|
9,197
|
|
|
253
|
|
|
—
|
|
|
9,450
|
|
|||||
Total costs and expenses
|
1,242
|
|
|
45,918
|
|
|
15,499
|
|
|
(7,638
|
)
|
|
55,021
|
|
|||||
Losses on asset dispositions, net
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|||||
Operating income (loss)
|
(1,242
|
)
|
|
(728
|
)
|
|
(1,882
|
)
|
|
—
|
|
|
(3,852
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
196
|
|
|
504
|
|
|
52
|
|
|
—
|
|
|
752
|
|
|||||
Interest expense
|
(3,241
|
)
|
|
(213
|
)
|
|
(7
|
)
|
|
—
|
|
|
(3,461
|
)
|
|||||
Foreign currency losses, net
|
(40
|
)
|
|
(49
|
)
|
|
(37
|
)
|
|
—
|
|
|
(126
|
)
|
|||||
Other, net
|
—
|
|
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Total other income (expense)
|
(3,085
|
)
|
|
241
|
|
|
(2
|
)
|
|
—
|
|
|
(2,846
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(4,327
|
)
|
|
(487
|
)
|
|
(1,884
|
)
|
|
—
|
|
|
(6,698
|
)
|
|||||
Income tax expense
|
336
|
|
|
(1,924
|
)
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|||||
Income (loss) before equity earnings
|
(4,663
|
)
|
|
1,437
|
|
|
(1,884
|
)
|
|
—
|
|
|
(5,110
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
(1,280
|
)
|
|
(975
|
)
|
|
—
|
|
|
1,280
|
|
|
(975
|
)
|
|||||
Net income (loss)
|
(5,943
|
)
|
|
462
|
|
|
(1,884
|
)
|
|
1,280
|
|
|
(6,085
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,742
|
)
|
|
$
|
1,280
|
|
|
$
|
(5,943
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
49,832
|
|
|
$
|
14,467
|
|
|
$
|
(6,977
|
)
|
|
$
|
57,322
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
29,770
|
|
|
14,867
|
|
|
(6,977
|
)
|
|
37,660
|
|
|||||
Administrative and general
|
4,313
|
|
|
6,373
|
|
|
1,385
|
|
|
—
|
|
|
12,071
|
|
|||||
Depreciation
|
—
|
|
|
10,094
|
|
|
260
|
|
|
—
|
|
|
10,354
|
|
|||||
Total costs and expenses
|
4,313
|
|
|
46,237
|
|
|
16,512
|
|
|
(6,977
|
)
|
|
60,085
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
4,414
|
|
|
—
|
|
|
—
|
|
|
4,414
|
|
|||||
Operating income (loss)
|
(4,313
|
)
|
|
8,009
|
|
|
(2,045
|
)
|
|
—
|
|
|
1,651
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
4
|
|
|
96
|
|
|
46
|
|
|
—
|
|
|
146
|
|
|||||
Interest expense
|
(4,303
|
)
|
|
(182
|
)
|
|
(91
|
)
|
|
—
|
|
|
(4,576
|
)
|
|||||
Foreign currency gains (losses), net
|
55
|
|
|
30
|
|
|
(11
|
)
|
|
—
|
|
|
74
|
|
|||||
Gain on debt extinguishment
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Total other income (expense)
|
(4,244
|
)
|
|
(56
|
)
|
|
111
|
|
|
—
|
|
|
(4,189
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(8,557
|
)
|
|
7,953
|
|
|
(1,934
|
)
|
|
—
|
|
|
(2,538
|
)
|
|||||
Income tax expense (benefit)
|
(1,536
|
)
|
|
798
|
|
|
—
|
|
|
—
|
|
|
(738
|
)
|
|||||
Income (loss) before equity earnings
|
(7,021
|
)
|
|
7,155
|
|
|
(1,934
|
)
|
|
—
|
|
|
(1,800
|
)
|
|||||
Equity earnings, net of tax
|
—
|
|
|
443
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
5,827
|
|
|
—
|
|
|
—
|
|
|
(5,827
|
)
|
|
—
|
|
|||||
Net income (loss)
|
(1,194
|
)
|
|
7,598
|
|
|
(1,934
|
)
|
|
(5,827
|
)
|
|
(1,357
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(1,194
|
)
|
|
$
|
7,598
|
|
|
$
|
(1,771
|
)
|
|
$
|
(5,827
|
)
|
|
$
|
(1,194
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,884
|
)
|
|
$
|
1,280
|
|
|
$
|
(6,085
|
)
|
Comprehensive income (loss)
|
(5,943
|
)
|
|
462
|
|
|
(1,884
|
)
|
|
1,280
|
|
|
(6,085
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,742
|
)
|
|
$
|
1,280
|
|
|
$
|
(5,943
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(1,194
|
)
|
|
$
|
7,598
|
|
|
$
|
(1,934
|
)
|
|
$
|
(5,827
|
)
|
|
$
|
(1,357
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Total other comprehensive loss
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Comprehensive income (loss)
|
(1,194
|
)
|
|
7,593
|
|
|
(1,934
|
)
|
|
(5,827
|
)
|
|
(1,362
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(1,194
|
)
|
|
$
|
7,593
|
|
|
$
|
(1,771
|
)
|
|
$
|
(5,827
|
)
|
|
$
|
(1,199
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by provided by operating activities
|
$
|
5,477
|
|
|
$
|
(1,386
|
)
|
|
$
|
(1,456
|
)
|
|
$
|
—
|
|
|
$
|
2,635
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(1,221
|
)
|
|
(91
|
)
|
|
—
|
|
|
(1,312
|
)
|
|||||
Purchase of investments
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
2,334
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Net cash used in investing activities
|
(5,000
|
)
|
|
1,217
|
|
|
(91
|
)
|
|
—
|
|
|
(3,874
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(416
|
)
|
|
(126
|
)
|
|
—
|
|
|
(542
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
590
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
585
|
|
|
—
|
|
|
(585
|
)
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
169
|
|
|
(126
|
)
|
|
—
|
|
|
43
|
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
477
|
|
|
—
|
|
|
(1,618
|
)
|
|
—
|
|
|
(1,141
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
48,396
|
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
50,753
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
48,873
|
|
|
$
|
—
|
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
49,612
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
3,387
|
|
|
$
|
(5,761
|
)
|
|
$
|
1,344
|
|
|
$
|
—
|
|
|
$
|
(1,030
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(3,746
|
)
|
|
(38
|
)
|
|
—
|
|
|
(3,784
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
19,497
|
|
|
—
|
|
|
—
|
|
|
19,497
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
15,881
|
|
|
(38
|
)
|
|
—
|
|
|
15,843
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(554
|
)
|
|
(1,705
|
)
|
|
(12,000
|
)
|
|
(14,259
|
)
|
|||||
Revolving Credit Facility issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
|
(1,295
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
484
|
|
|
484
|
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(12,811
|
)
|
|
—
|
|
|
12,811
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(13,365
|
)
|
|
(1,705
|
)
|
|
—
|
|
|
(15,070
|
)
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
8
|
|
|
(5
|
)
|
|
(26
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
3,395
|
|
|
(3,250
|
)
|
|
(425
|
)
|
|
—
|
|
|
(280
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
10,800
|
|
|
3,250
|
|
|
2,783
|
|
|
—
|
|
|
16,833
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
14,195
|
|
|
$
|
—
|
|
|
$
|
2,358
|
|
|
$
|
—
|
|
|
$
|
16,553
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the Company’s dependence on, and the cyclical and volatile nature of, offshore oil and gas exploration, development and production activity, and the impact of general economic conditions and fluctuations in worldwide prices of, and demand for, oil and natural gas on such activity levels;
|
•
|
the Company’s reliance on a limited number of customers and the reduction of its customer base as a result of bankruptcies or consolidation;
|
•
|
risks that the Company’s customers reduce or cancel contracted services or tender processes or obtain comparable services through other forms of transportation;
|
•
|
the Company’s dependence on U.S. government agency contracts that are subject to budget appropriations;
|
•
|
cost savings initiatives implemented by the Company’s customers;
|
•
|
risks inherent in operating helicopters;
|
•
|
the Company’s ability to maintain an acceptable safety record and level of reliability;
|
•
|
the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities;
|
•
|
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;
|
•
|
the Company’s ability to successfully expand into other geographic and aviation service markets;
|
•
|
risks associated with political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of the Company’s assets or result in claims of a force majeure situation;
|
•
|
the impact of declines in the global economy and financial markets;
|
•
|
the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services;
|
•
|
risks related to investing in new lines of aviation service without realizing the expected benefits;
|
•
|
risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment;
|
•
|
the Company’s reliance on a limited number of helicopter manufacturers and suppliers;
|
•
|
the Company’s ongoing need to replace aging helicopters;
|
•
|
the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts;
|
•
|
information technology related risks;
|
•
|
the impact of allocation of risk between the Company and its customers;
|
•
|
the liability, legal fees and costs in connection with providing emergency response services;
|
•
|
adverse weather conditions and seasonality;
|
•
|
risks associated with the Company’s debt structure;
|
•
|
the Company’s counterparty credit risk exposure;
|
•
|
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;
|
•
|
conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees;
|
•
|
adverse results of legal proceedings;
|
•
|
risks associated with significant increases in fuel costs;
|
•
|
the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage;
|
•
|
the possibility of labor problems;
|
•
|
the attraction and retention of qualified personnel;
|
•
|
restrictions on the amount of foreign ownership of the Company’s common stock; and
|
•
|
various other matters and factors, many of which are beyond the Company’s control.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
34,665
|
|
|
68
|
|
|
$
|
39,704
|
|
|
69
|
|
International
|
16,628
|
|
|
32
|
|
|
17,618
|
|
|
31
|
|
||
Total revenues
|
51,293
|
|
|
100
|
|
|
57,322
|
|
|
100
|
|
||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||
Operating:
|
|
|
|
|
|
|
|
||||||
Personnel
|
13,029
|
|
|
25
|
|
|
14,134
|
|
|
25
|
|
||
Repairs and maintenance
|
12,710
|
|
|
25
|
|
|
10,761
|
|
|
19
|
|
||
Insurance and loss reserves
|
1,204
|
|
|
2
|
|
|
1,307
|
|
|
2
|
|
||
Fuel
|
3,402
|
|
|
7
|
|
|
3,671
|
|
|
6
|
|
||
Leased-in equipment
|
50
|
|
|
—
|
|
|
285
|
|
|
—
|
|
||
Other
|
6,301
|
|
|
12
|
|
|
7,502
|
|
|
13
|
|
||
Total operating expenses
|
36,696
|
|
|
72
|
|
|
37,660
|
|
|
66
|
|
||
Administrative and general
|
8,875
|
|
|
17
|
|
|
12,071
|
|
|
21
|
|
||
Depreciation and amortization
|
9,450
|
|
|
18
|
|
|
10,354
|
|
|
18
|
|
||
Total costs and expenses
|
55,021
|
|
|
107
|
|
|
60,085
|
|
|
105
|
|
||
Gains (losses) on asset dispositions, net
|
(124
|
)
|
|
—
|
|
|
4,414
|
|
|
8
|
|
||
Operating income (loss)
|
(3,852
|
)
|
|
(8
|
)
|
|
1,651
|
|
|
3
|
|
||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
752
|
|
|
1
|
|
|
146
|
|
|
—
|
|
||
Interest expense
|
(3,461
|
)
|
|
(7
|
)
|
|
(4,576
|
)
|
|
(8
|
)
|
||
Foreign currency gains (losses), net
|
(126
|
)
|
|
—
|
|
|
74
|
|
|
—
|
|
||
Gain on debt extinguishment
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
||
Other, net
|
(11
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||
Total other income (expense)
|
(2,846
|
)
|
|
(6
|
)
|
|
(4,189
|
)
|
|
(7
|
)
|
||
Loss before income taxes and equity earnings
|
(6,698
|
)
|
|
(13
|
)
|
|
(2,538
|
)
|
|
(4
|
)
|
||
Income tax benefit
|
(1,588
|
)
|
|
(3
|
)
|
|
(738
|
)
|
|
(1
|
)
|
||
Loss before equity earnings
|
(5,110
|
)
|
|
(10
|
)
|
|
(1,800
|
)
|
|
(3
|
)
|
||
Equity earnings (losses), net of tax
|
(975
|
)
|
|
(2
|
)
|
|
443
|
|
|
1
|
|
||
Net loss
|
(6,085
|
)
|
|
(12
|
)
|
|
(1,357
|
)
|
|
(2
|
)
|
||
Net loss attributable to noncontrolling interest in subsidiary
|
142
|
|
|
—
|
|
|
163
|
|
|
—
|
|
||
Net loss attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
(12
|
)
|
|
$
|
(1,194
|
)
|
|
(2
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
||||
Revenues:
|
|
|
|
|
|
|
|
||||
Oil and gas:
(1)
|
|
|
|
|
|
|
|
||||
U.S.
|
$
|
32,466
|
|
|
63
|
|
$
|
36,536
|
|
|
64
|
International
|
13,616
|
|
|
27
|
|
15,617
|
|
|
27
|
||
Total oil and gas
|
46,082
|
|
|
90
|
|
52,153
|
|
|
91
|
||
Dry-leasing
|
3,463
|
|
|
7
|
|
2,572
|
|
|
4
|
||
Emergency response services
|
1,748
|
|
|
3
|
|
2,597
|
|
|
5
|
||
|
$
|
51,293
|
|
|
100
|
|
$
|
57,322
|
|
|
100
|
(1)
|
Primarily oil and gas activities, but also includes revenues from utility services, such as firefighting.
|
|
|
Helicopters
|
|
Max.
Pass.
(1)
|
|
Cruise
Speed
(mph)
|
|
Approx.
Range
(miles)
|
|
Average
Age
(years)
|
|||||
Heavy:
|
|
|
|
|
|
|
|
|
|
|
|||||
S92
|
|
4
|
|
|
19
|
|
|
175
|
|
|
620
|
|
|
3
|
|
H225
|
|
1
|
|
|
19
|
|
|
162
|
|
|
582
|
|
|
11
|
|
AW189
|
|
4
|
|
|
16
|
|
|
173
|
|
|
490
|
|
|
3
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Medium:
|
|
|
|
|
|
|
|
|
|
|
|||||
AW139
|
|
36
|
|
|
12
|
|
|
173
|
|
|
426
|
|
|
9
|
|
S76 C+/C++
|
|
5
|
|
|
12
|
|
|
161
|
|
|
348
|
|
|
12
|
|
B212
|
|
5
|
|
|
11
|
|
|
115
|
|
|
299
|
|
|
40
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Light—twin engine:
|
|
|
|
|
|
|
|
|
|
|
|||||
A109
|
|
7
|
|
|
7
|
|
|
161
|
|
|
405
|
|
|
13
|
|
EC135
|
|
13
|
|
|
7
|
|
|
138
|
|
|
288
|
|
|
11
|
|
BO105
|
|
3
|
|
|
4
|
|
|
138
|
|
|
276
|
|
|
30
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Light—single engine:
|
|
|
|
|
|
|
|
|
|
|
|||||
A119
|
|
13
|
|
|
7
|
|
|
161
|
|
|
270
|
|
|
12
|
|
AS350
|
|
17
|
|
|
5
|
|
|
138
|
|
|
361
|
|
|
21
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
||||
Total Fleet
|
|
108
|
|
|
|
|
|
|
|
|
13
|
|
(1)
|
In typical configuration for our operations.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash flows provided by or (used in):
|
|
|
|
||||
Operating activities
|
$
|
2,635
|
|
|
$
|
(1,030
|
)
|
Investing activities
|
(3,874
|
)
|
|
15,843
|
|
||
Financing activities
|
43
|
|
|
(15,070
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
55
|
|
|
(23
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(1,141
|
)
|
|
$
|
(280
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Operating income before depreciation, gains on asset dispositions and impairment, net
|
$
|
5,722
|
|
|
$
|
7,591
|
|
Changes in operating assets and liabilities before interest and income taxes
|
(4,160
|
)
|
|
(9,181
|
)
|
||
Interest paid, net of capitalized interest of $0 and $97 in 2019 and 2018, respectively
|
(353
|
)
|
|
(983
|
)
|
||
Other
|
1,426
|
|
|
1,543
|
|
||
Total cash flows provided by operating activities
|
$
|
2,635
|
|
|
$
|
(1,030
|
)
|
•
|
Net principal payments received from equity investees and third parties were $
2.4 million
.
|
•
|
Capital expenditures were
$1.3 million
, which consisted primarily of spare helicopter parts and leasehold improvements.
|
•
|
Purchase of investments was
$5.0 million
.
|
•
|
Proceeds from the disposition of property and equipment were
$19.5 million
.
|
•
|
Net principal payments received from equity investees and third parties were
$0.1 million
.
|
•
|
Capital expenditures were
$3.8 million
, which consisted primarily of helicopter acquisitions, spare helicopter parts, and capitalized interest.
|
•
|
Proceeds from share award plans were $0.6 million.
|
•
|
Principal payments on long-term debt were
$0.5 million
.
|
•
|
Proceeds from share award plans were
$0.5 million
.
|
•
|
Principal payments on long-term debt, including our Revolving Credit Facility, were
$14.3 million
.
|
•
|
Long-term debt issuance costs were
$1.3 million
incurred in connection with the amendment of the Revolving Credit Facility.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per
Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
January 1, 2019 - January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,934,076
|
|
February 1, 2019 - February 28, 2019
|
530
|
|
$
|
9.62
|
|
|
—
|
|
|
$
|
22,928,977
|
|
|
March 1, 2019 - March 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,928,977
|
|
ITEM 6.
|
EXHIBITS
|
10.1
|
|
|
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
|
|
|
|
|
Era Group Inc. (Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE:
|
May 7, 2019
|
By:
|
|
/s/ Jennifer D. Whalen
|
|
|
|
|
|
Jennifer D. Whalen,
Senior
Vice President, Chief Financial Officer
|
|
|
|
|
|
|
|
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 limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general.
|
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.
|
As of the date of the U.S. Bancorp Helicopter Swap, and in any event no later than March 31, 2019, the Original Agreement is hereby amended by (i) adding
Schedule B-3
attached hereto in
Exhibit A
to the Original Agreement and (ii) modifying Section 1.1 (
Defined Terms
) by amending and restating the definition of “
U.S. Bancorp Helicopters
” appearing therein as follows:
|
6.
|
Notice of U.S. Bancorp Helicopter Swap
. The Borrower shall provide prompt written notice to the Administrative Agent once the U.S. Bancorp Helicopter Swap has been completed.
|
7.
|
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 this Amendment (except for representations and warranties (if any) given as of a specified date, which representations and warranties shall have been true on and as of such specified date);
|
8.
|
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.
|
9.
|
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.
|
10.
|
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.
|
11.
|
Governing Law
. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
|
12.
|
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.
|
9.
|
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.
|
10.
|
Headings
. In this Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Amendment.
|
#
|
MANUFACTURER
|
MODEL
|
SERIAL NUMBER
|
FAA REGISTRATION
|
FAIR MARKET VALUE $ 2017/2018
|
1
|
Leonardo (AgustaWestland)
|
AW139
|
31390
|
N113CV
|
$14,122,653
|
2
|
Leonardo (AgustaWestland)
|
AW139
|
41362
|
N730VM
|
$13,394,885
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Era Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2019
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this quarterly report on Form 10-Q of Era Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2019
|
|
|
||
/s/ Jennifer D. Whalen
|
|
|
Name:
|
Jennifer D. Whalen
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
May 7, 2019
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
Date:
|
May 7, 2019
|
|
|
||
/s/ Jennifer D. Whalen
|
||
Name:
|
Jennifer D. Whalen
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer) |