(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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945 Bunker Hill Rd., Suite 650
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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Trading Symbol(s)
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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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ERA
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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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Item 16.
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•
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risks related to the Company’s recently announced combination (“the Merger”) with Bristow Group Inc. (“Bristow”), including:
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◦
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the ability of Bristow and the Company to obtain necessary shareholder approvals,
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◦
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the ability to satisfy all necessary conditions on the anticipated closing timeline or at all,
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◦
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the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the Merger,
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◦
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conditions imposed in order to obtain required regulatory approvals for the Merger,
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◦
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the costs incurred to consummate the Merger,
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◦
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the possibility that the expected synergies from the Merger will not be realized,
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◦
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difficulties related to the integration of the two companies,
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◦
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disruption from the anticipated Merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and
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◦
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the diversion of management time and attention to the anticipated combination;
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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; 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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A strong cultural alignment with uncompromising commitment to safety;
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Global leadership in offshore helicopter operations with significant presence in key regions, supplemented by stable government services revenue;
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Increased fleet size and diversity with a complementary fleet mix that allows the Combined Company to optimally service customers;
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Enhanced customer and end-market diversification;
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Significant, sustainable cost savings, including highly achievable synergies that have already been identified;
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The creation of a financially stronger company; and
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An organization led by industry veterans with proven track record of capital discipline, protecting stakeholder value and generating free cash flow through industry cycles.
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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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4
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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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12
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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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3
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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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10
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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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13
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B212
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3
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11
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115
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299
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38
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44
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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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14
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EC135
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10
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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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30
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20
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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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13
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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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22
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30
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Total Fleet
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103
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14
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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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•
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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, including new or non-traditional sources such as oil sands and shale;
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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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advances in exploration, development and production technology;
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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 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, natural disasters, pandemics and other similar phenomena;
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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, outbreak of pandemic viruses 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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market perception of the Merger;
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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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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, 2019 - October 31, 2019
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—
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$
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—
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—
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$
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15,298,578
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November 1, 2019 - November 30, 2019
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—
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$
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—
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—
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$
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15,298,578
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December 1, 2019 - December 31, 2019 (2)
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3,006
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$
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10.57
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—
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$
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15,298,578
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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, 2019, $15.3 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. This repurchase program was suspended upon the announcement of the Merger.
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(2)
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Shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations. These repurchases are not a part of our publicly announced plan and do not affect our Board-approved share repurchase program.
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(1)
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During the year ended December 31, 2019, we changed our peer group to include Air Transport Services Group, Inc., Allegiant Travel Company, Atlas Air Worldwide Holdings, Inc., Basic Energy Services, Inc., CARBO Ceramics Inc., Hornbeck Offshore Services, Inc., Key Energy Services, Inc., Newpark Resources, Inc., SEACOR Marine Holdings Inc. and Tidewater Inc. based on their industry and similar market capitalization. The decision to change our peer group was primarily due to the delisting of the companies that made up our former peer group as a result of Chapter 11 proceedings.
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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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2019
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2018
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2017
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2016
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2015
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Statements of Operations Data:
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||||||||||
Revenues
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$
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226,059
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$
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221,676
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$
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231,321
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$
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247,228
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$
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281,837
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Operating income (loss)
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(3,278
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)
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28,070
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(136,464
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)
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(3,369
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)
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24,294
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|||||
Net income (loss) attributable to Era Group Inc.
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(3,593
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)
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13,922
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(28,161
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)
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(7,978
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)
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8,705
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|||||
Earnings (Loss) Per Common Share:
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||||||||||
Basic
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$
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(0.17
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)
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$
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0.64
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$
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(1.36
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
0.42
|
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
0.42
|
|
Statement of Cash Flows Data – provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
27,551
|
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
|
$
|
58,504
|
|
|
$
|
44,456
|
|
Investing activities
|
|
48,617
|
|
|
22,826
|
|
|
(6,574
|
)
|
|
(9,116
|
)
|
|
(22,616
|
)
|
|||||
Financing activities
|
|
(9,425
|
)
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|
(32,986
|
)
|
|
(46,026
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(130
|
)
|
|
249
|
|
|
81
|
|
|
(236
|
)
|
|
(2,120
|
)
|
|||||
Capital expenditures
|
|
(6,558
|
)
|
|
(9,216
|
)
|
|
(16,770
|
)
|
|
(39,200
|
)
|
|
(60,050
|
)
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
117,366
|
|
|
$
|
50,753
|
|
|
$
|
13,583
|
|
|
$
|
26,950
|
|
|
$
|
14,370
|
|
Total assets
|
|
764,515
|
|
|
764,863
|
|
|
792,097
|
|
|
955,173
|
|
|
1,004,351
|
|
|||||
Long-term debt, less current portion
|
|
141,832
|
|
|
160,217
|
|
|
202,174
|
|
|
230,139
|
|
|
264,479
|
|
|||||
Total equity
|
|
456,742
|
|
|
463,436
|
|
|
445,681
|
|
|
468,417
|
|
|
471,303
|
|
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).
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
149,514
|
|
|
66
|
|
|
$
|
157,267
|
|
|
71
|
|
|
$
|
152,187
|
|
|
66
|
|
Foreign
|
|
76,545
|
|
|
34
|
|
|
64,409
|
|
|
29
|
|
|
79,134
|
|
|
34
|
|
|||
Total revenues
|
|
226,059
|
|
|
100
|
|
|
221,676
|
|
|
100
|
|
|
231,321
|
|
|
100
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel
|
|
57,051
|
|
|
25
|
|
|
55,304
|
|
|
25
|
|
|
62,380
|
|
|
27
|
|
|||
Repairs and maintenance
|
|
50,756
|
|
|
22
|
|
|
48,604
|
|
|
22
|
|
|
54,325
|
|
|
23
|
|
|||
Insurance and loss reserves
|
|
4,702
|
|
|
2
|
|
|
5,018
|
|
|
2
|
|
|
4,594
|
|
|
2
|
|
|||
Fuel
|
|
14,591
|
|
|
7
|
|
|
14,720
|
|
|
7
|
|
|
12,386
|
|
|
5
|
|
|||
Leased-in equipment
|
|
211
|
|
|
—
|
|
|
627
|
|
|
—
|
|
|
1,107
|
|
|
1
|
|
|||
Other
|
|
27,235
|
|
|
12
|
|
|
27,250
|
|
|
12
|
|
|
32,654
|
|
|
14
|
|
|||
Total operating expenses
|
|
154,546
|
|
|
68
|
|
|
151,523
|
|
|
68
|
|
|
167,446
|
|
|
72
|
|
|||
Administrative and general
|
|
38,278
|
|
|
17
|
|
|
45,126
|
|
|
21
|
|
|
42,092
|
|
|
18
|
|
|||
Depreciation and amortization
|
|
37,619
|
|
|
17
|
|
|
39,541
|
|
|
18
|
|
|
45,736
|
|
|
20
|
|
|||
Total costs and expenses
|
|
230,443
|
|
|
102
|
|
|
236,190
|
|
|
107
|
|
|
255,274
|
|
|
110
|
|
|||
Gains on asset dispositions
|
|
3,657
|
|
|
2
|
|
|
1,575
|
|
|
1
|
|
|
4,507
|
|
|
2
|
|
|||
Litigation settlement proceeds
|
|
—
|
|
|
—
|
|
|
42,000
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|||
Loss on impairment
|
|
(2,551
|
)
|
|
(1
|
)
|
|
(991
|
)
|
|
—
|
|
|
(117,018
|
)
|
|
(51
|
)
|
|||
Operating income (loss)
|
|
(3,278
|
)
|
|
(1
|
)
|
|
28,070
|
|
|
13
|
|
|
(136,464
|
)
|
|
(59
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
|
3,487
|
|
|
2
|
|
|
2,042
|
|
|
1
|
|
|
760
|
|
|
—
|
|
|||
Interest expense
|
|
(13,874
|
)
|
|
(7
|
)
|
|
(15,131
|
)
|
|
(7
|
)
|
|
(16,763
|
)
|
|
(7
|
)
|
|||
Loss on sale investments
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency losses, net
|
|
(472
|
)
|
|
—
|
|
|
(1,018
|
)
|
|
(1
|
)
|
|
(226
|
)
|
|
—
|
|
|||
Gains (losses) on debt extinguishment
|
|
(13
|
)
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(28
|
)
|
|
—
|
|
|
54
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Total other income (expense)
|
|
(11,469
|
)
|
|
(5
|
)
|
|
(13,878
|
)
|
|
(7
|
)
|
|
(16,241
|
)
|
|
(7
|
)
|
|||
Income (loss) before income tax expense and equity earnings
|
|
(14,747
|
)
|
|
(6
|
)
|
|
14,192
|
|
|
6
|
|
|
(152,705
|
)
|
|
(66
|
)
|
|||
Income tax expense (benefit), net
|
|
(731
|
)
|
|
—
|
|
|
2,940
|
|
|
1
|
|
|
(122,665
|
)
|
|
(53
|
)
|
|||
Income (loss) before equity earnings
|
|
(14,016
|
)
|
|
(6
|
)
|
|
11,252
|
|
|
5
|
|
|
(30,040
|
)
|
|
(13
|
)
|
|||
Equity earnings, net of tax
|
|
9,935
|
|
|
4
|
|
|
2,206
|
|
|
1
|
|
|
1,425
|
|
|
1
|
|
|||
Net income (loss)
|
|
(4,081
|
)
|
|
(2
|
)
|
|
13,458
|
|
|
6
|
|
|
(28,615
|
)
|
|
(12
|
)
|
|||
Net loss attributable to noncontrolling interest in subsidiary
|
|
488
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
(3,593
|
)
|
|
(2
|
)
|
|
$
|
13,922
|
|
|
6
|
|
|
$
|
(28,161
|
)
|
|
(12
|
)
|
(1)
|
Primarily oil and gas activities, but also includes revenues from utility services.
|
(2)
|
Includes property rental income for the year ended December 31, 2017 of approximately $0.3 million that was previously included in emergency response services and oil and gas service lines.
|
(3)
|
Includes SAR and air medical services.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
27,551
|
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
Investing activities
|
|
48,617
|
|
|
22,826
|
|
|
(6,574
|
)
|
|||
Financing activities
|
|
(9,425
|
)
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(130
|
)
|
|
249
|
|
|
81
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
66,613
|
|
|
$
|
33,920
|
|
|
$
|
(13,894
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Operating income before depreciation, gains on asset dispositions and impairments, net
|
|
$
|
33,235
|
|
|
$
|
67,027
|
|
|
$
|
21,493
|
|
Changes in operating assets and liabilities before interest and income taxes
|
|
1,185
|
|
|
(3,630
|
)
|
|
8,795
|
|
|||
Interest paid, excluding capitalized interest of $0, $97 and $497 in 2019, 2018 and 2017, respectively
|
|
(12,693
|
)
|
|
(13,581
|
)
|
|
(15,315
|
)
|
|||
Interest received
|
|
3,374
|
|
|
1,099
|
|
|
760
|
|
|||
Income taxes paid
|
|
(1,255
|
)
|
|
(283
|
)
|
|
(426
|
)
|
|||
Other
|
|
3,705
|
|
|
3,722
|
|
|
4,789
|
|
|||
Total cash flows provided by operating activities
|
|
$
|
27,551
|
|
|
$
|
54,354
|
|
|
$
|
20,096
|
|
•
|
Net proceeds from the sale of equity investees were $34.7 million.
|
•
|
Proceeds from the disposition of property and equipment were $13.3 million.
|
•
|
Net principal payments on notes due from third-parties and equity investees were $7.8 million.
|
•
|
Capital expenditures were $6.6 million, which consisted primarily of spare helicopter parts and leasehold improvements.
|
•
|
Net cash used on purchase and sale of investment was $0.6 million.
|
•
|
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.
|
•
|
Purchases of treasury shares for $7.7 million.
|
•
|
Principal payments on long-term debt were $2.1 million.
|
•
|
Extinguishment of long-term debt was $0.7 million.
|
•
|
Proceeds from share-based award plans were $1.1 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.
|
Debt
|
|
Maturity Date
|
7.750% Senior Notes (excluding unamortized discount)
|
|
December 2022
|
Senior secured revolving credit facility
|
|
March 2021
|
Promissory notes
|
|
December 2020
|
|
|
|
|
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)
|
|
$
|
196,981
|
|
|
$
|
30,719
|
|
|
$
|
166,262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital purchase obligations(2)
|
|
80,468
|
|
|
69,530
|
|
|
10,938
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(3)
|
|
16,138
|
|
|
2,273
|
|
|
3,168
|
|
|
2,327
|
|
|
8,370
|
|
|||||
Purchase obligations(4)
|
|
7,040
|
|
|
7,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
300,627
|
|
|
$
|
109,562
|
|
|
$
|
180,368
|
|
|
$
|
2,327
|
|
|
$
|
8,370
|
|
(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, 2019. We assume no borrowings under the revolver.
|
(2)
|
Capital purchase obligations as of December 31, 2019 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. Included in the $16.1 million is $5.3 million related to leases that are reasonably expected to extend.
|
(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
|
Name
|
|
Age
|
|
Position
|
Charles Fabrikant
|
|
75
|
|
Chairman of the Board of Directors
|
Christopher Bradshaw
|
|
43
|
|
Director
|
Ann Fairbanks
|
|
78
|
|
Director
|
Christopher Papouras
|
|
52
|
|
Director
|
Yueping Sun
|
|
63
|
|
Director
|
Steven Webster
|
|
68
|
|
Director
|
Name
|
|
Age
|
|
Position
|
Christopher Bradshaw
|
|
43
|
|
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.
|
Crystal Gordon
|
|
41
|
|
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. Prior to her appointment at Air Methods Corporation, Ms. Gordon worked in private practice as a corporate and securities lawyer with Davis, Graham and Stubbs LLP, in Denver, Colorado. 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.
|
Jennifer Whalen
|
|
46
|
|
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.
|
Stuart Stavley
|
|
47
|
|
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.
|
Paul White
|
|
44
|
|
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.
|
Grant Newman
|
|
42
|
|
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.
|
•
|
the conduct and integrity of management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;
|
•
|
the selection, performance, qualifications and compensation of the Company’s independent registered public accounting firm (including its independence), its conduct of the annual audit and its engagement for any other services;
|
•
|
the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;
|
•
|
the Company’s systems of internal accounting and financial and disclosure controls, the annual independent audit of the Company’s financial statements and the integrated audit of internal controls over financial reporting;
|
•
|
risk management and controls, which includes assisting management with identifying and monitoring risks such as financial accounting and reporting, internal audit, information technology, cybersecurity and compliance, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board);
|
•
|
the processes for handling complaints relating to accounting, internal accounting controls and auditing matters;
|
•
|
the Company’s legal and regulatory compliance;
|
•
|
the Company’s Code of Business Conduct and Ethics as established by management and the Board; and
|
•
|
the preparation of the audit committee report required by SEC rules to be included in the Company’s annual proxy statement.
|
•
|
reviews the Company’s compensation practices, including corporate goals and annual performance objectives relevant to executive compensation;
|
•
|
establishes and approves compensation for the Chief Executive Officer, the Chief Financial Officer, other executive officers, and officers or managers who receive an annual base salary of more than $200,000;
|
•
|
evaluates officer and director compensation plans, policies and programs;
|
•
|
reviews and approves benefit plans;
|
•
|
approves all grants of equity awards and administers the Company’s incentive plans;
|
•
|
previews and discusses with management the Company’s Compensation Discussion and Analysis and produces a report on executive compensation to be included in the Company’s proxy statements and other SEC filings;
|
•
|
determines stock ownership guidelines for the Chief Executive Officer and other executive officers and monitors compliance with such guidelines;
|
•
|
annually evaluates the independence of any advisors retained by the Compensation Committee; and
|
•
|
reviews and recommends to the Board for approval the frequency with which the Company will conduct an advisory stockholder vote on executive compensation required by Section 14A of the Exchange Act (“Say on Pay Vote”), considering the results of the most recent Say on Pay Vote.
|
•
|
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s annual meeting of stockholders and to fill vacancies on the Board;
|
•
|
developing, recommending to the Board, and overseeing implementation of modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing candidates for the Board, including policies and procedures relating to candidates for the Board submitted for consideration by stockholders;
|
•
|
reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;
|
•
|
reviewing periodically the size of the Board and recommending any appropriate changes;
|
•
|
overseeing the evaluation of the Board and management; and
|
•
|
reviewing on a regular basis, the overall corporate governance of the Company and recommending to the Board improvements when necessary.
|
•
|
experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;
|
•
|
proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;
|
•
|
complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
|
•
|
an understanding of the Company’s businesses and the environment in which it operates; and
|
•
|
diversity as to business experiences, educational and professional backgrounds and gender, race and ethnicity.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards(1)
|
|
Total
|
||||||
Charles Fabrikant
|
|
$
|
230,000
|
|
|
$
|
60,000
|
|
|
$
|
290,000
|
|
Ann Fairbanks(2)(3)
|
|
85,000
|
|
|
60,000
|
|
|
145,000
|
|
|||
Blaine Fogg(5)
|
|
26,044
|
|
|
60,000
|
|
|
86,044
|
|
|||
Christopher Papouras(3)(4)
|
|
105,000
|
|
|
60,000
|
|
|
165,000
|
|
|||
Yueping Sun(2)(4)
|
|
75,000
|
|
|
60,000
|
|
|
135,000
|
|
|||
Steven Webster(3)(4)
|
|
96,000
|
|
|
60,000
|
|
|
156,000
|
|
(1)
|
Represents the aggregate grant date fair value of stock awards granted in 2019 as computed in accordance with FASB ASC Topic 718. A discussion of the policies and assumptions used in the calculation of grant date value are set forth in Note 12 of the Notes to the Consolidated Financial Statements in Item 8.
|
(2)
|
Member of the Nominating and Corporate Governance Committee.
|
(3)
|
Member of the Audit Committee.
|
(4)
|
Member of the Compensation Committee.
|
(5)
|
Mr. Fogg served on the Board until June 2019.
|
Non-employee Director
|
|
Outstanding Shares of Restricted Stock
|
|
Charles Fabrikant
|
|
5,748
|
|
Ann Fairbanks
|
|
5,748
|
|
Christopher Papouras
|
|
5,748
|
|
Yueping Sun
|
|
5,748
|
|
Steven Webster
|
|
5,748
|
|
•
|
Christopher Bradshaw, President and Chief Executive Officer
|
•
|
Crystal Gordon, Senior Vice President, General Counsel and Chief Administrative Officer
|
•
|
Jennifer Whalen, Senior Vice President and Chief Financial Officer
|
•
|
Stuart Stavley, Senior Vice President, Operations and Fleet Management
|
•
|
Paul White, Senior Vice President, Commercial
|
•
|
Grant Newman, Senior Vice President, Strategy and Corporate Development
|
•
|
The Company achieved its dual goals of zero air accidents and zero recordable workplace incedents, extending the number of consecutive days without a recordable workplace incident to 892 as of March 2, 2020;
|
•
|
As of December 31, 2019, the Company strengthened its balance sheet with approximately $241.7 million of total available liquidity, including $117.4 million of cash balances. With a strong balance sheet and limited debt maturities prior to 2022, manageable fixed charge obligations and a flexible order book, the Company possesses industry leading financial flexibility; and
|
•
|
On January 24, 2020, the Company announced that it had entered into a definitive agreement with Bristow Group Inc. to combine the two companies in an all-stock transaction, which is expected to create a financially stronger company with enhanced size and diversification.
|
•
|
Hired an independent compensation consultant to review and modify, as necessary, the Company’s peer group, see Section titled “Role of Peer Companies”;
|
•
|
Completed a comprehensive pay-for-performance analysis with the assistance of an independent third party executive compensation consultant;
|
•
|
Approved the 2019 annual cash bonus plan with challenging financial, safety and individual performance metrics; and
|
•
|
Continued to maintain the same level of director compensation since 2013.
|
•
|
Attract and Retain: Attract and retain talented, high-performing executives to achieve the Company’s mission and strategic goals in consideration of competitive market practices.
|
•
|
Reward for Performance: Reward NEOs for achieving both short-term and long-term objectives, including strategic and operational goals.
|
•
|
Align Management with Stockholders: Incentivize NEOs to create long-term value by aligning management’s and stockholders’ interests through equity compensation awards.
|
Element
|
|
Objectives and Principles
|
|
Relation to Performance
|
|
2019 Actions/Results
|
Base Salary: Fixed annual cash; paid on a semi-monthly basis
|
|
Provide a baseline level of cash compensation for services provided during year.
Reflect job responsibilities, individual contributions, experience and peer company data.
|
|
Executive salaries determined annually by Compensation Committee in consideration of retention efforts, individual experience and performance, financial position of the Company, the Company’s performance relative to its peers and general market conditions.
|
|
Mr. Bradshaw’s base salary was increased by 11%.
Ms. Whalen’s salary was increased by 18%.
Messrs. Newman, Stavley and White salaries were increased by 5%.
|
Annual Cash Bonus: Cash-based bonus based on achievement of short-term performance goals
|
|
Motivate and reward executive officers’ contributions to achieve short-term performance goals.
Payment is not guaranteed, and levels vary according to individual and Company performance.
|
|
Annual bonuses reflect individual performance and the Company’s financial and safety performance.
|
|
The Company achieved its stretch safety performance of zero air accidents and zero workplace incidents. The Company exceeded its target financial metric, but did not reach its stretch financial metric, as further outlined below.
|
Long-term Incentive Equity: Value-based award of restricted stock with a three-year vesting period
|
|
Aligns executives’ interests with those of the Company’s stockholders and drives long-term value creation.
Reward for increase in stock-price performance since the value realized by the NEO upon vesting of restricted stock is directly tied to stock price. Attract, retain and motivate. |
|
The Compensation Committee considers several factors, including the individual’s role and responsibilities when determining grant date fair value of equity awards.
|
|
The Compensation Committee approved an annual equity award for each executive employed at the beginning of 2019. Upon joining the Company on January 3, 2019, Ms. Gordon received a one-time new hire grant. Each grant vests over a three-year period, subject to continued employment.
|
Employee Stock Purchase Plan (ESPP): Eligibility to participate in ESPP.
|
|
Encourage employee savings, stock ownership and align interests with stockholders.
|
|
Not directly related to performance. Reflects competitive pay practice.
|
|
No significant actions in 2019.
|
Health and Welfare Benefits: Eligibility to participate in health and welfare
|
|
Provide health and welfare benefits to executives.
|
|
Not directly related to performance. Reflects competitive pay practice.
|
|
Health and welfare benefits including medical, dental, vision and disability coverage provided to all employees. No significant actions in 2019.
|
(1)
|
Based on last available public information. De-listed in 2019.
|
(2)
|
Based on last available public information. Became privately held in 2019.
|
•
|
Annual Review of Base Salaries in Effect for 2019. The Company reviewed Peer data from outside data services, such as Equilar and determined that base salaries were generally aligned with the Company’s Peer Companies.
|
•
|
Annual Cash Bonus Plan. The Company adopted an incentive annual cash bonus plan providing for payment of annual cash bonuses subject to, and based on, the attainment of certain pre-established safety, financial and individual performance goals.
|
•
|
Three-Year Vesting of Restricted Stock. Historically, each NEO’s long-term incentive grant is delivered as restricted stock, with a three-year ratable vesting period.
|
•
|
Clawback Policy. The Company has a clawback policy applicable to the NEOs’ executive compensation in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of material noncompliance with financial reporting requirements or certain improper acts by a NEO.
|
•
|
Stock Ownership Guidelines. The Company has adopted Stock Ownership Guidelines that apply to the NEOs to ensure that minimum levels of stock ownership are attained and maintained.
|
•
|
Independent Oversight. The Compensation Committee is comprised of independent directors and has the ability to engage the services of an independent compensation consultant and outside legal counsel.
|
•
|
No Employment Contracts with NEOs. The Company does not maintain any employment contracts with the NEOs.
|
•
|
No Guaranteed Bonuses. The Company believes that bonuses should reflect actual Company and individual performance; therefore, the Company does not guarantee bonus payments to the NEOs (i.e., annual bonuses are considered “at risk” pay).
|
•
|
No Excessive Severance Payments. The Company does not maintain a formal severance program outside of a change in control context.
|
•
|
No Supplemental Executive Retirement Plan (“SERP”). The Company does not provide a SERP to any NEO.
|
•
|
No Tax Gross-ups. The Company has never provided any tax gross-up payments to the NEOs and has no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).
|
•
|
No Repricing or Replacing Outstanding Stock Options. The Company has never repriced or replaced any of its outstanding stock options.
|
•
|
Policies Restricting Hedging and Pledging By NEOs. The Company has adopted policies restricting hedging and pledging of the Company’s securities. Hedging is prohibited unless the Company’s General Counsel clears such transactions in advance; pledging transactions are subject to the restrictions and limitations set forth in the Company’s Insider Trading Policy.
|
•
|
Financial Performance (Adjusted EBITDA) (40%): Financial performance for 2019 was measured by Adjusted EBITDA. “Adjusted EBITDA” is a non-GAAP financial metric defined in the 2019 Plan as earnings before interest, taxes, depreciation and amortization, adjusted to exclude special items. See Appendix A for reconciliation of non-GAAP financial metrics.
|
•
|
Safety Performance (25%): Safety is the Company’s #1 Core Value and its highest operational priority. Safety performance for 2019 included the Company’s (i) Total Recordable Incident Rate (“TRIR”) and (ii) Air Accident Rate (“AAR”). The TRIR and AAR account for 8% and 17%, respectively, of the 2019 Plan.
|
•
|
TRIR is determined by aggregating the total number of illnesses and injuries as defined by Occupational Safety and Health Administration (“OSHA”) of employees of Era Helicopters, LLC multiplied by 200,000, divided by the total number of hours worked by such employees.
|
•
|
AAR is determined by aggregating the total number of accidents involving helicopters operated by the Company and its consolidated subsidiaries in accordance with the industry standard defined by the Federal Aviation Administration, divided by the aggregated flight hours of the Company and its consolidated subsidiaries, multiplied by 100,000.
|
•
|
Individual Objectives (35%): During 2019, the NEOs were assigned key objectives in furtherance of certain strategic goals of the Company including, but not limited to, (i) enhancement of customer and market diversification, (ii) maximization of efficiencies and promote cost-saving initiatives, (iii) further integration of the Company’s international operations, and (iv) evaluation of strategic opportunities to create additional value for stockholders.
|
|
|
Threshold
|
|
Target
|
|
Stretch
|
|
Actual
|
Financial Performance (40%)
|
|
|
|
|
|
|
|
155%
|
Adjusted EBITDA (millions)
|
|
$25.0
|
|
$32.0
|
|
$42.0
|
|
$37.0
|
Safety Performance (25%)
|
|
|
|
|
|
|
|
200%
|
AAR (17%)
|
|
2.50
|
|
2.00
|
|
0.00
|
|
0.00
|
TRIR (8%)
|
|
0.74
|
|
0.37
|
|
0.00
|
|
0.00
|
Named Executive Officer
|
|
2019 Base Salary
|
|
Target Bonus (%)
|
|
Target Bonus ($)
|
|
Stretch Bonus
|
|||||||
Christopher Bradshaw
President, Chief Executive Officer |
|
$
|
695,000
|
|
|
150
|
%
|
|
$
|
1,042,500
|
|
|
$
|
2,085,000
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer |
|
375,000
|
|
|
100
|
%
|
|
375,000
|
|
|
750,000
|
|
|||
Jennifer Whalen
Senior Vice President, Chief Financial Officer |
|
310,000
|
|
|
75
|
%
|
|
232,500
|
|
|
465,000
|
|
|||
Stuart Stavley
Senior Vice President, Operations and Fleet Management |
|
275,000
|
|
|
75
|
%
|
|
206,250
|
|
|
412,500
|
|
|||
Paul White
Senior Vice President, Commercial |
|
275,000
|
|
|
75
|
%
|
|
206,250
|
|
|
412,500
|
|
|||
Grant Newman
Senior Vice President, Strategy & Corporate Development |
|
275,000
|
|
|
75
|
%
|
|
206,250
|
|
|
412,500
|
|
•
|
Directed and oversaw the effort to enable the Company to expand its operations in Suriname;
|
•
|
Led, evaluated and pursued various strategic opportunities to create additional value for shareholders, including the recent Merger; and
|
•
|
Improved customer diversification and developed market analysis and business cases for potential new markets and lines of service.
|
•
|
Developed and executed a plan to enhance the integration of certain administrative functions across all of the Company’s operations;
|
•
|
Enhanced the Company’s external communications, brand awareness and presence in certain state and federal government affairs; and
|
•
|
Enhanced the Company’s efforts to identify and develop top talent.
|
•
|
Enhanced the performance of certain accounting functions;
|
•
|
In concert with various internal stakeholders, conducted a thorough review of the Company’s domestic and international operations to identify and achieve efficiencies; and
|
•
|
Supported the evaluation, pursuit and execution of the strategic transaction with Bristow as directed by the CEO and Board.
|
•
|
Led operational efforts to support the Company’s expansion in certain addressable markets;
|
•
|
Improved the Company’s logistics performance and cost and expanded the maintenance program and capabilities of the Company’s international operations; and
|
•
|
Enhanced the quality and timing of repairs and maintenance (R&M) expense reporting, including benchmarking data against the budget.
|
•
|
Improved customer diversification and developed initiatives to increase aircraft utilization in the Gulf of Mexico;
|
•
|
Advanced the Company’s position in new and emerging markets and developed a business plan for the AW609 tiltrotor aircraft; and
|
•
|
Led the review of key cost drivers utilized in pricing modules for new bid proposals, in coordination with other internal stakeholders.
|
•
|
Established reporting processes for key business information;
|
•
|
Established evaluation processes for certain key strategic opportunities; and
|
•
|
Supported market research regarding next generation VTOL, including supporting potential business plans.
|
|
|
Annual Restricted Stock Grant
|
|
|
|||||||||||||
Named Executive Officers
|
|
2019 Salary
|
|
Value as Percentage of Salary
|
|
Grant Date Fair Value
|
|
Shares Granted(1)
|
|
One-Time Shares Granted
|
|||||||
Christopher Bradshaw
President, Chief Executive Officer |
|
$
|
695,000
|
|
|
175
|
%
|
|
$
|
1,216,250
|
|
|
116,500
|
|
|
—
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer |
|
375,000
|
|
|
125
|
%
|
|
468,750
|
|
|
44,900
|
|
|
25,000(2)
|
|
||
Jennifer Whalen
Senior Vice President, Chief Financial Officer |
|
310,000
|
|
|
105
|
%
|
|
325,500
|
|
|
31,179
|
|
|
—
|
|
||
Stuart Stavley
Senior Vice President, Operations and Fleet Management |
|
275,000
|
|
|
105
|
%
|
|
288,750
|
|
|
27,659
|
|
|
—
|
|
||
Paul White
Senior Vice President, Commercial |
|
275,000
|
|
|
105
|
%
|
|
288,750
|
|
|
27,659
|
|
|
—
|
|
||
Grant Newman
Senior Vice President, Strategy & Corporate Development |
|
275,000
|
|
|
105
|
%
|
|
288,750
|
|
|
27,659
|
|
|
—
|
|
(1)
|
Shares granted calculated dividing the executive’s respective total target grant date value by the closing price of the Company’s common stock on March 11, 2019.
|
(2)
|
Ms.Gordon joined the Company on January 3, 2019 and received a one-time, new-hire equity award.
|
•
|
compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and
|
•
|
the fact that the Company has not entered into employment contracts and does not provide supplemental retirement benefits.
|
Directors and Officers
|
|
Ownership Threshold
|
Non-management director
|
|
3x Annual Cash Retainer
|
CEO
|
|
4x Base Salary
|
Senior Vice Presidents
|
|
2x Base Salary
|
Other Executive Officers
|
|
1x Base Salary
|
|
|
Year
|
|
Salary
|
|
Bonus(1)
|
|
Stock Awards(2)
|
|
Option Awards
|
|
All Other Compensation(3)
|
|
Total
|
||||||||||||
Christopher Bradshaw
|
|
2019
|
|
$
|
695,000
|
|
|
$
|
1,838,970
|
|
|
$
|
1,216,250
|
|
|
$
|
—
|
|
|
$
|
16,800
|
|
|
$
|
3,767,020
|
|
President, Chief Executive Officer and Director
|
|
2018
|
|
625,000
|
|
|
1,421,250
|
|
|
937,503
|
|
|
—
|
|
|
16,500
|
|
|
3,000,253
|
|
||||||
|
|
2017
|
|
595,000
|
|
|
703,112
|
|
|
892,510
|
|
|
—
|
|
|
16,200
|
|
|
2,206,822
|
|
||||||
Crystal Gordon
|
|
2019
|
|
375,000
|
|
|
864,125
|
|
|
692,756
|
|
|
—
|
|
|
66,519
|
|
|
1,998,400
|
|
||||||
Senior Vice President, General Counsel, Chief Administrative Officer and Secretary
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Jennifer Whalen(4)
|
|
2019
|
|
310,000
|
|
|
415,013
|
|
|
325,500
|
|
|
—
|
|
|
16,800
|
|
|
1,067,313
|
|
||||||
Senior Vice President, Chief Financial Officer
|
|
2018
|
|
262,500
|
|
|
296,395
|
|
|
441,781
|
|
|
—
|
|
|
15,239
|
|
|
1,015,915
|
|
||||||
|
|
2017
|
|
231,667
|
|
|
117,924
|
|
|
190,323
|
|
|
—
|
|
|
14,874
|
|
|
554,788
|
|
||||||
Stuart Stavley
|
|
2019
|
|
275,000
|
|
|
358,050
|
|
|
288,750
|
|
|
—
|
|
|
16,800
|
|
|
938,600
|
|
||||||
Senior Vice President, Operations and Fleet Management
|
|
2018
|
|
262,500
|
|
|
290,194
|
|
|
275,629
|
|
|
—
|
|
|
16,281
|
|
|
844,604
|
|
||||||
|
|
2017
|
|
250,000
|
|
|
144,431
|
|
|
262,505
|
|
|
—
|
|
|
16,200
|
|
|
673,136
|
|
||||||
Paul White
|
|
2019
|
|
275,000
|
|
|
356,606
|
|
|
288,750
|
|
|
—
|
|
|
11,461
|
|
|
931,817
|
|
||||||
Senior Vice President, Commercial
|
|
2018
|
|
262,500
|
|
|
290,194
|
|
|
275,629
|
|
|
|
|
|
11,094
|
|
|
839,417
|
|
||||||
|
|
2017
|
|
250,000
|
|
|
144,431
|
|
|
262,505
|
|
|
—
|
|
|
11,417
|
|
|
668,353
|
|
||||||
Grant Newman
|
|
2019
|
|
275,000
|
|
|
359,494
|
|
|
288,750
|
|
|
|
|
|
78,941
|
|
|
1,002,185
|
|
||||||
Senior Vice President, Strategy & Corporate Development
|
|
2018
|
|
86,436
|
|
|
100,406
|
|
|
262,350
|
|
|
—
|
|
|
3,281
|
|
|
452,473
|
|
||||||
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents amounts earned in respect of the Company’s annual bonus program. In January 2019, the Compensation Committee eliminated the partial deferral of bonus payments and accelerated the previously deferred portions of the 2016 and 2017 bonuses to be paid at the same time as the 2018 bonus. The acceleration of deferred bonus payments included twenty percent (20%) of the 2016 bonuses and forty percent (40%) of the 2017 bonuses, and included interest on the deferred portions of the bonus at the Company’s borrowing rate at the time of payment, LIBOR plus 225 bps or approximately 4.7% per annum. During the year ended December 31, 2018 the interest that would have accrued at the Company’s current borrowing rate on previously approved bonus amounts that have been deferred totaled $19,715, $4,128, and $4,128, for Messrs. Bradshaw, Stavley and White, respectively, and $2,928 for Ms. Whalen. The amounts paid in respect of these accelerated deferrals are not included as compensation for 2018 as the decision to eliminate the deferred bonus program and the payment of such deferred bonus amounts occurred in 2019. Of the $864,125 paid to to Ms. Gordon, $200,000 was in connection to her appointment to the Company.
|
(2)
|
The dollar amount of restricted stock set forth in these columns reflects the aggregate grant date fair value of restricted stock awards made during 2019, 2018 and 2017, respectively, in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Note 12 of the Notes to Consolidated Financial Statements included in Item 8. The amount shown for Ms. Gordon represents the value of 25,000 shares of restricted stock (with a grant date fair value of $224,000) granted in connection with Ms. Gordon’s appointment as Senior Vice President, General Counsel and Chief Administrative Officer. The amounts shown for Ms. Whalen include a grant of 17,200 shares of restricted stock (with a grant date fair value of $166,152) in 2018 in connection with her appointment as Senior Vice President, Chief Financial Officer. The amount shown for Mr. Newman represents the value of 22,500 shares of restricted stock (with a grant date fair value of $262,350) granted in connection with Mr. Newman’s appointment as Senior Vice President, Strategy & Corporate Development.
|
(3)
|
This column includes the Company’s contributions to match the pre-tax effective deferral contributions (included under Salary under the Company’s qualified 401(k) savings plan). It also includes the Company’s contributions for living costs related to hotel, flights, transportation, and meals to and from base residence to the Company’s home office. During 2019 only Ms. Gordon and Mr. Newman had other compensation related to living costs in the amount of $38,030 and $27,125, respectively. The duration of these costs are limited.
|
(4)
|
Ms. Whalen has served as Senior Vice President, Chief Financial Officer since February 2018. Ms. Whalen served as Vice President and Chief Accounting Officer since 2013 until her appointment as Vice President, Acting Chief Financial Officer in June 2017.
|
Named Executive Officers
|
|
Approval Date
|
|
Grant Date
|
|
Number of Shares(1)
|
|
Grant Date Fair Value(2)
|
||
Christopher Bradshaw
President and Chief Executive Officer
|
|
2/21/2019
|
|
3/11/2019
|
|
116,500
|
|
$
|
1,216,250
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer
|
|
1/3/2019
2/21/2019
|
|
1/3/2019
3/11/2019
|
|
25,000(3)
44,900
|
|
224,000
468,750
|
|
|
Jennifer Whalen
Senior Vice President, Chief Financial Officer
|
|
2/21/2019
|
|
3/11/2019
|
|
31,179
|
|
325,500
|
|
|
Stuart Stavley
Senior Vice President, Operations & Fleet Management
|
|
2/21/2019
|
|
3/11/2019
|
|
27,659
|
|
288,750
|
|
|
Paul White
Senior Vice President, Commercial
|
|
2/21/2019
|
|
3/11/2019
|
|
27,659
|
|
288,750
|
|
|
Grant Newman
Senior Vice President, Strategy & Corporate Development
|
|
2/21/2019
|
|
3/11/2019
|
|
27,659
|
|
288,750
|
|
(1)
|
The amounts set forth in this column reflect the number of shares of restricted stock granted in 2019. These awards vest in equal installments on each of the first three anniversaries of the grant date. These restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.
|
(2)
|
The grant date fair value of restricted stock awards set forth in this column reflects the aggregate grant date fair value calculated in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Note 12 of the Notes to Consolidated Financial Statements included in Item 8.
|
(3)
|
Ms. Gordon joined the Company on January 3, 2019 and received a one-time, new-hire equity award.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|||||||||||||||||
Named Executive Officers
|
|
Number of Securities Underlying Unexercised Options (Exercisable)
|
|
Number of Securities Underlying Unexercised Options (Unexercisable)
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock that Have Not Vested
|
|
Market Value of Shares or Units that Have Not Vested
|
||||||||||
Christopher Bradshaw
President, Chief Executive Officer and Director |
|
40,000
|
|
|
—
|
|
|
$
|
20.48
|
|
|
3/19/2023
|
|
25,493
|
|
(1)
|
|
$
|
259,264
|
|
(2)
|
|
|
|
60,000
|
|
|
—
|
|
|
21.26
|
|
|
3/19/2025
|
|
64,700
|
|
(3)
|
|
657,999
|
|
(2)
|
|||
|
|
|
|
|
|
|
|
|
|
116,500
|
|
(4)
|
|
1,184,805
|
|
(2)
|
||||||
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer
|
|
|
|
|
|
|
|
|
|
16,667
|
|
(7)
|
|
169,503
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
44,900
|
|
(4)
|
|
456,633
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jennifer Whalen
Senior Vice President, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
2,999
|
|
(1)
|
|
30,500
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
30,489
|
|
(3)
|
|
310,073
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
3,232
|
|
(5)
|
|
32,869
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
31,179
|
|
(4)
|
|
317,090
|
|
(2)
|
||||||
Stuart Stavley
Senior Vice President, Operations & Fleet Management
|
|
15,000
|
|
|
—
|
|
|
20.48
|
|
|
3/19/2023
|
|
7,498
|
|
(1)
|
|
76,255
|
|
(2)
|
|||
|
|
|
|
|
|
|
|
|
|
19,022
|
|
(3)
|
|
193,454
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
27,659
|
|
(4)
|
|
281,292
|
|
(2)
|
||||||
Paul White
Senior Vice President, Commercial
|
|
15,000
|
|
|
—
|
|
|
20.48
|
|
|
3/19/2023
|
|
7,498
|
|
(1)
|
|
76,255
|
|
(2)
|
|||
|
|
|
|
|
|
|
|
|
|
19,022
|
|
(3)
|
|
193,454
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
27,659
|
|
(4)
|
|
281,292
|
|
(2)
|
||||||
Grant Newman
Senior Vice President, Strategy & Corporate Development
|
|
|
|
|
|
|
|
|
|
15,000
|
|
(6)
|
|
152,550
|
|
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
27,659
|
|
(4)
|
|
281,292
|
|
(2)
|
(1)
|
Shares vest on March 10, 2020.
|
(2)
|
These amounts equal the applicable number of shares of restricted stock multiplied by the closing price of the Company’s Common Stock on December 31, 2019, which was $10.17.
|
(3)
|
These shares vest in equal portions on March 12, 2020 and 2021, assuming continued employment with the Company.
|
(4)
|
These shares vest in equal portions on March 11, 2020, 2021 and 2022, assuming continued employment with the Company.
|
(5)
|
These shares vest on June 16, 2020, assuming continued employment with the Company.
|
(6)
|
These shares vest in equal portions on September 4, 2020 and 2021, assuming continued employment with the Company.
|
(7)
|
These shares vest in equal portions on December 17, 2020 and 2021, assuming continued employment with the Company.
|
Named Executive Officers
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting(1)
|
|||
Christopher Bradshaw
President and Chief Executive Officer
|
|
78,476
|
|
$
|
829,080
|
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer
|
|
8,333
|
|
88,083
|
|
||
Jennifer Whalen
Senior Vice President, Chief Financial Officer
|
|
25,159
|
|
|
265,515
|
|
|
Stuart Stavley
Senior Vice President, Operations & Fleet Management
|
|
26,266
|
|
|
278,311
|
|
|
Paul White
Senior Vice President, Commercial
|
|
26,266
|
|
|
278,311
|
|
|
Grant Newman
Senior Vice President, Strategy & Corporate Development
|
|
7,500
|
|
|
73,350
|
|
(1)
|
The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting.
|
Named Executive Officers
|
|
Stock Awards(1)
|
||
Christopher Bradshaw
President and Chief Executive Officer
|
|
$
|
2,102,068
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer
|
|
626,133
|
|
|
Jennifer Whalen
Senior Vice President, Chief Financial Officer
|
|
690,529
|
|
|
Stuart Stavley
Senior Vice President, Operations & Fleet Management
|
|
551,000
|
|
|
Paul White
Senior Vice President, Commercial
|
|
551,000
|
|
|
Grant Newman
Senior Vice President, Strategy & Corporate Development
|
|
433,842
|
|
(1)
|
Represents the value of unvested shares based on the closing price of the Common Stock as of December 31, 2019, which was $10.17.
|
Named Executive Officers
|
|
Salary
|
|
Target Bonus
|
|
Cash Payment Basis
|
|
Cash Payment Multiple
|
|
Total Cash Payment(1)
|
||||||||
Christopher Bradshaw
President and Chief Executive Officer
|
|
$
|
695,000
|
|
|
$
|
1,042,500
|
|
|
$
|
1,737,500
|
|
|
3x
|
|
$
|
5,212,500
|
|
Crystal Gordon
Senior Vice President, General Counsel and Chief Administrative Officer
|
|
375,000
|
|
|
375,000
|
|
|
750,000
|
|
|
2x
|
|
1,500,000
|
|
||||
Jennifer Whalen
Senior Vice President, Chief Financial Officer
|
|
310,000
|
|
|
232,500
|
|
|
542,500
|
|
|
2x
|
|
1,085,000
|
|
||||
Stuart Stavley
Senior Vice President, Operations & Fleet Management
|
|
275,000
|
|
|
206,250
|
|
|
481,250
|
|
|
2x
|
|
962,500
|
|
||||
Paul White
Senior Vice President, Commercial
|
|
275,000
|
|
|
206,250
|
|
|
481,250
|
|
|
2x
|
|
962,500
|
|
||||
Grant Newman
Senior Vice President, Strategy & Corporate Development
|
|
275,000
|
|
|
206,250
|
|
|
481,250
|
|
|
2x
|
|
962,500
|
|
(1)
|
“Cash Payment” calculated as defined in the Severance Plan as described on page 65.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
•
|
each director of the Company;
|
•
|
each executive officer named in the summary compensation table;
|
•
|
all of the Company’s current directors and executive officers as a group; and
|
•
|
each of the Company’s stockholders who are known to be the beneficial owner of more than 5% of the Company’s outstanding shares of Common Stock.
|
Name
|
|
Beneficial Ownership
|
|
Percentage of Class
|
||
Directors and Named Executive Officers:
|
||||||
Charles Fabrikant(1)
|
|
670,223
|
|
|
3.12
|
%
|
Christopher Bradshaw(2)
|
|
541,877
|
|
|
2.52
|
%
|
Stuart Stavley(3)
|
|
163,036
|
|
|
*
|
|
Steven Webster(4)
|
|
99,638
|
|
|
*
|
|
Jennifer Whalen(5)
|
|
112,653
|
|
|
*
|
|
Paul White(6)
|
|
89,964
|
|
|
*
|
|
Crystal Gordon(7)
|
|
66,894
|
|
|
*
|
|
Grant Newman(8)
|
|
51,814
|
|
|
*
|
|
Ann Fairbanks(9)
|
|
37,156
|
|
|
*
|
|
Christopher Papouras(10)
|
|
35,517
|
|
|
*
|
|
Yueping Sun(11)
|
|
35,281
|
|
|
*
|
|
All current directors and executive officers as a group (11 individuals)(12)
|
|
1,904,053
|
|
|
8.86
|
%
|
Principal Stockholders:
|
||||||
BlackRock, Inc.(13)
55 East 52nd Street New York, NY 10055 |
|
3,128,435
|
|
|
14.56
|
%
|
Wellington Management Company LLP(14)
280 Congress Street Boston, MA 02110 |
|
1,974,803
|
|
|
9.19
|
%
|
Dimensional Fund Advisors LP(15)
Building One 6300 Bee Cave Road Austin, TX 78746 |
|
1,777,106
|
|
|
8.27
|
%
|
Royce & Associates, LP(16)
745 Fifth Avenue New York, NY 10151 |
|
1,675,447
|
|
|
7.80
|
%
|
Van Den Berg Management I, Inc.(17)
805 Las Cimas Parkway, Suite 430 Austin, TX 78746 |
|
1,495,363
|
|
|
6.96
|
%
|
The Vanguard Group(18)
100 Vanguard Blvd. Malvern, PA 19355 |
|
1,402,170
|
|
|
6.52
|
%
|
*
|
Individually less than 1.00%.
|
(1)
|
Includes: (i) 198,103 shares of Common Stock owned directly; (ii) 323,529 shares owned by Fabrikant International Corporation, of which Mr. Fabrikant is President, (iii) 60,000 shares held by the Charles Fabrikant 2012 GST Exempt Trust, of which Mrs. Fabrikant is a trustee, (iv) 37,821 shares held by the Charles Fabrikant 2009 Family Trust, of which Mr. Fabrikant is a trustee, (v) 12,000 shares owned by the Sara J. Fabrikant 2012 GST Exempt Trust, of which Mr. Fabrikant is a trustee, (vi) 800 shares owned by the Harlan Saroken 2009 Family Trust, of which Mrs. Fabrikant is a trustee, (vii) 800 shares owned by the Eric Fabrikant 2009 Family Trust, of which Mrs. Fabrikant is a trustee and (viii) 5,748 shares of restricted stock over which Mr. Fabrikant exercises sole voting power.
|
(2)
|
Includes 206,693 shares of restricted stock over which Mr. Bradshaw exercises sole voting power and options to purchase 100,000 shares of Common Stock that have vested.
|
(3)
|
Includes 49,424 shares of restricted stock over which Mr. Stavley exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested.
|
(4)
|
Includes 5,748 shares of restricted stock over which Mr. Webster exercises sole voting power and options to purchase 40,153 shares of Common Stock that have vested.
|
(5)
|
Includes 67,899 shares of restricted stock over which Ms. Whalen exercises sole voting power.
|
(6)
|
Includes 54,179 shares of restricted stock over which Mr. White exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested.
|
(7)
|
Includes 69,900 shares of restricted stock over which Ms. Gordon exercises sole voting power.
|
(8)
|
Includes 42,659 shares of restricted stock over which Mr. Newman exercises sole voting power.
|
(9)
|
Includes 5,748 shares of restricted stock over which Ms. Fairbanks exercises sole voting power.
|
(10)
|
Includes 5,748 shares of restricted stock over which Mr. Papouras exercises sole voting power.
|
(11)
|
Includes 5,748 shares of restricted stock over which Ms. Sun exercises sole voting power.
|
(12)
|
Includes Mmes. Fairbanks, Sun,Whalen and Gordon, and Messrs. Fabrikant, Bradshaw, Stavley, White, Papouras, Webster and Newman. The address for each such individual is c/o Era Group Inc., 945 Bunker Hill Rd., Suite 650, Houston, Texas 77024.
|
(13)
|
According to a Schedule 13G amendment filed on January 2, 2020 by BlackRock Inc. (“BlackRock”), BlackRock has sole voting power with respect to 3,093,861 shares of Common Stock and sole dispositive power with respect to 3,128,435 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 3,128,435 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
(14)
|
According to a Schedule 13G amendment filed on February 14, 2020 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investments Advisors Holdings LLP and Wellington Management Company LLC (collectively, “Wellington”), Wellington has shared voting power with respect to 1,758,897 shares of Common Stock and shared dispositive power with respect to 1,974,803 shares of Common Stock. Wellington serves as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,974,803 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
(15)
|
According to a Schedule 13G amendment filed on February 12, 2020 by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,691,157 shares of Common Stock and sole dispositive power with respect to 1,777,106 shares of Common Stock. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock owned by the Funds or may be deemed to be the beneficial owner of the shares of Common Stock. However, all of the Common Stock reported herein is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. Various Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. No one such Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
(16)
|
According to a Schedule 13G amendment filed on January 21, 2020 by Royce & Associates, LP ("Royce"), Royce has sole voting power and dispositive power over 1,675,447 shares of Common Stock. Royce is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,675,447 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
(17)
|
According to a Schedule 13G amendment filed on January 10, 2020 by Van Den Berg Management I, Inc. ("Van Den Berg"), Van Den Berg has sole voting power and dispositive power over 1,495,363 shares of Common Stock. Van Den Berg is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,495,363 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
(18)
|
According to a Schedule 13G amendment filed on February 10, 2020 by The Vanguard Group ("Vanguard"), Vanguard has sole voting power with respect to 1,385,481 shares of Common Stock and dispositive power with respect to 1,402,170 shares of Common Stock. Vanguard is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,402,170 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (2)
|
||||
Equity compensation plans approved by security holders(1)
|
|
203,612
|
|
|
$
|
19.62
|
|
|
1,941,459
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
203,612
|
|
|
—
|
|
|
1,941,459
|
|
(1)
|
As of December 31, 2019, the plans with securities remaining available for future issuance consisted of the 2012 Share Incentive Plan and the ESPP. As of December 31, 2019, 1,839,835 shares of Common Stock remained available for issuance under the 2012 Share Incentive Plan with respect to awards (other than outstanding awards) and could be issued in the form of stock options, stock appreciation rights, stock awards and stock units, and 101,624 shares of Common Stock remained available for issuance under the ESPP.
|
(2)
|
Excluding securities reflected in the first column
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
the Related Person’s relationship to the Company and his or her interest in the Transaction;
|
•
|
the material facts of the Transaction, including the proposed aggregate value of such Transaction;
|
•
|
the materiality of the Transaction to the Related Person and the Company, including the dollar value of the Transaction, without regard to profit or loss;
|
•
|
the business purpose for, and reasonableness of, the Transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the Transaction;
|
•
|
whether the Transaction is comparable to an arrangement that could be available on an arms-length basis and is on terms that are generally available;
|
•
|
whether the Transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and
|
•
|
the effect of the Transaction on the Company’s business and operations, including on its internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such Transaction.
|
•
|
use of property, equipment or other assets owned or provided by the Company, including helicopters, vehicles, housing and computer or telephonic equipment, by a Related Person primarily for the Company’s business purposes where the value of any personal use during the course of a year is less than $10,000;
|
•
|
reimbursement of business expenses incurred by a director or executive officer in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices;
|
•
|
compensation arrangements for non-employee directors for their services as such that have been approved by the Board or a committee thereof;
|
•
|
compensation arrangements, including base pay and bonuses (whether in the form of cash or equity awards), for employees or consultants (other than a director or nominee for election as a director) for their services as such that have been approved by the Compensation Committee and employee benefits regularly provided under plans and
|
•
|
a Transaction in which the Related Person’s interest derives solely from his or her service as a non-employee or non-executive director of another corporation or organization that is a party to the Transaction;
|
•
|
a Transaction in which the Related Person’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company, which donations are made pursuant to the Company’s policies and approved by persons other than the Related Person;
|
•
|
a Transaction where the rates or charges involved are determined by competitive bids or involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and
|
•
|
a Transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fees
|
|
2019
|
|
2018
|
||||
Audit Fees
|
|
$
|
1,001,406
|
|
|
$
|
1,024,663
|
|
Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,001,406
|
|
|
$
|
1,024,663
|
|
|
|
2019
|
||
Net loss
|
|
$
|
(4,081
|
)
|
Depreciation and amortization
|
|
37,619
|
|
|
Interest income
|
|
(3,487
|
)
|
|
Interest expense
|
|
13,874
|
|
|
Income tax benefit
|
|
(731
|
)
|
|
Foreign currency losses
|
|
472
|
|
|
Loss on debt extinguishment
|
|
13
|
|
|
Other, net
|
|
28
|
|
|
Equity earnings
|
|
(9,935
|
)
|
|
Special items (1)
|
|
3,260
|
|
|
Adjusted EBITDA
|
|
$
|
37,032
|
|
(1)
|
Special items include:
|
•
|
$1.6 million loss on impairment of H225 helicopter; $1.0 million loss on impairment of Company's Colombian air operator certificate
|
•
|
Loss on sale of corporate securities $0.6 million
|
•
|
Non-routine professional fees related to the Merger of $1.5 million and other special items of $0.4 million
|
•
|
Gains on the sale of capital assets other than aircraft of $1.8 million
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as part of this report:
|
Exhibit Index
|
|
Exhibit Description
|
|
2.1
|
**
|
|
|
3.1
|
*
|
|
|
3.2
|
*
|
|
|
4.1
|
*
|
|
|
4.2
|
*
|
|
|
4.3
|
|
|
|
10.2
|
* +
|
|
|
10.3
|
* +
|
|
|
10.6
|
* +
|
|
|
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
|
*
|
|
|
10.29
|
*
|
|
|
10.30
|
+
|
|
|
10.31
|
+
|
|
|
10.32
|
*
|
|
|
10.33
|
*
|
|
|
10.34
|
+
|
|
16.1
|
*
|
|
|
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.
|
**
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
|
+
|
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.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
Era Group Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Jennifer Whalen
|
|
|
|
Jennifer Whalen, Senior Vice President, Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
March 5, 2020
|
|
|
|
|
|
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 5, 2020
|
|
Christopher S. Bradshaw
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ Jennifer D. Whalen
|
Senior Vice President and Chief Financial Officer
|
March 5, 2020
|
|
Jennifer D. Whalen
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
|
|
/s/ Charles Fabrikant
|
Chairman of the Board and Director
|
March 5, 2020
|
|
Charles Fabrikant
|
|
|
|
|
|
|
|
/s/ Steven Webster
|
Director
|
|
March 5, 2020
|
Steven Webster
|
|
|
|
|
|
|
|
/s/ Ann Fairbanks
|
Director
|
|
March 5, 2020
|
Ann Fairbanks
|
|
|
|
|
|
|
|
/s/ Christopher P. Papouras
|
Director
|
|
March 5, 2020
|
Christopher P. Papouras
|
|
|
|
|
|
|
|
/s/ Yueping Sun
|
Director
|
|
March 5, 2020
|
Yueping Sun
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
||
|
|
|
|
||
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (including $1,745 from VIEs in 2018)(1)
|
|
$
|
117,366
|
|
|
$
|
50,753
|
|
Receivables:
|
|
|
|
|
||||
Trade, operating, net of allowance for doubtful accounts of $261 in 2018 (including $5,565 from VIEs in 2018)
|
|
32,730
|
|
|
33,306
|
|
||
Trade, dry-leasing
|
|
5,234
|
|
|
3,803
|
|
||
Tax receivables (including $3,187 from VIEs in 2018)
|
|
2,860
|
|
|
3,187
|
|
||
Other (including $340 from VIEs in 2018)
|
|
15,421
|
|
|
2,343
|
|
||
Inventories, net (including $40 from VIEs in 2018)
|
|
20,066
|
|
|
20,673
|
|
||
Prepaid expenses (including $10 from VIEs in 2018)
|
|
2,184
|
|
|
1,807
|
|
||
Total current assets
|
|
195,861
|
|
|
115,872
|
|
||
Property and equipment:
|
|
|
|
|
||||
Helicopters
|
|
788,623
|
|
|
805,453
|
|
||
Machinery, equipment and spares (including $750 from VIEs in 2018)
|
|
38,057
|
|
|
37,487
|
|
||
Construction in progress
|
|
6,970
|
|
|
7,086
|
|
||
Buildings and leasehold improvements (including $154 from VIEs in 2018)
|
|
39,112
|
|
|
45,303
|
|
||
Furniture, fixtures, vehicles and other (including $471 from VIEs in 2018)
|
|
22,301
|
|
|
21,832
|
|
||
Property and equipment, at cost
|
|
895,063
|
|
|
917,161
|
|
||
Accumulated depreciation (including $485 from VIEs in 2018)
|
|
(338,164
|
)
|
|
(317,967
|
)
|
||
Property and equipment, net
|
|
556,899
|
|
|
599,194
|
|
||
Operating lease right-of-use
|
|
9,468
|
|
|
—
|
|
||
Equity investments and advances
|
|
—
|
|
|
27,112
|
|
||
Intangible assets
|
|
96
|
|
|
1,107
|
|
||
Other assets (including $96 from VIEs in 2018)
|
|
2,191
|
|
|
21,578
|
|
||
Total assets
|
|
$
|
764,515
|
|
|
$
|
764,863
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses (including $1,522 from VIEs in 2018)
|
|
$
|
12,923
|
|
|
$
|
13,161
|
|
Accrued wages and benefits (including $1,429 from VIEs in 2018)
|
|
10,554
|
|
|
9,267
|
|
||
Accrued interest
|
|
520
|
|
|
569
|
|
||
Accrued income taxes
|
|
3,612
|
|
|
973
|
|
||
Accrued other taxes (including $500 from VIEs in 2018)
|
|
937
|
|
|
1,268
|
|
||
Accrued contingencies (including $630 from VIEs in 2018)
|
|
598
|
|
|
630
|
|
||
Current portion of long-term debt (including $395 from VIEs in 2018)
|
|
18,317
|
|
|
2,058
|
|
||
Other current liabilities
|
|
3,315
|
|
|
878
|
|
||
Total current liabilities
|
|
50,776
|
|
|
28,804
|
|
||
Long-term debt
|
|
141,832
|
|
|
160,217
|
|
||
Deferred income taxes
|
|
103,793
|
|
|
108,357
|
|
||
Operating lease liabilities
|
|
7,815
|
|
|
—
|
|
||
Deferred gains and other liabilities
|
|
745
|
|
|
747
|
|
||
Total liabilities
|
|
304,961
|
|
|
298,125
|
|
||
Commitments and contingencies (see Note 8)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
|
2,812
|
|
|
3,302
|
|
||
Equity:
|
|
|
|
|
||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,285,613 and 21,765,404 outstanding in 2019 and 2018, respectively, exclusive of treasury shares
|
|
224
|
|
|
219
|
|
||
Additional paid-in capital
|
|
452,009
|
|
|
447,298
|
|
||
Retained earnings
|
|
14,692
|
|
|
18,285
|
|
||
Treasury shares, at cost, 1,152,826 and 156,737 shares in 2019 and 2018, respectively
|
|
(10,183
|
)
|
|
(2,476
|
)
|
||
Accumulated other comprehensive income, net of tax
|
|
—
|
|
|
110
|
|
||
Total equity
|
|
456,742
|
|
|
463,436
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
|
$
|
764,515
|
|
|
$
|
764,863
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Operating revenues
|
|
$
|
210,035
|
|
|
$
|
210,194
|
|
|
$
|
214,927
|
|
Dry-leasing revenues
|
|
16,024
|
|
|
11,482
|
|
|
16,394
|
|
|||
Total revenues
|
|
226,059
|
|
|
221,676
|
|
|
231,321
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating
|
|
154,546
|
|
|
151,523
|
|
|
167,446
|
|
|||
Administrative and general
|
|
38,278
|
|
|
45,126
|
|
|
42,092
|
|
|||
Depreciation and amortization
|
|
37,619
|
|
|
39,541
|
|
|
45,736
|
|
|||
Total costs and expenses
|
|
230,443
|
|
|
236,190
|
|
|
255,274
|
|
|||
Gains on asset dispositions
|
|
3,657
|
|
|
1,575
|
|
|
4,507
|
|
|||
Litigation settlement proceeds
|
|
—
|
|
|
42,000
|
|
|
—
|
|
|||
Loss on impairment
|
|
(2,551
|
)
|
|
(991
|
)
|
|
(117,018
|
)
|
|||
Operating income (loss)
|
|
(3,278
|
)
|
|
28,070
|
|
|
(136,464
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
3,487
|
|
|
2,042
|
|
|
760
|
|
|||
Interest expense
|
|
(13,874
|
)
|
|
(15,131
|
)
|
|
(16,763
|
)
|
|||
Loss on sale of investments
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency losses, net
|
|
(472
|
)
|
|
(1,018
|
)
|
|
(226
|
)
|
|||
Gains (losses) on debt extinguishment
|
|
(13
|
)
|
|
175
|
|
|
—
|
|
|||
Other, net
|
|
(28
|
)
|
|
54
|
|
|
(12
|
)
|
|||
Total other income (expense)
|
|
(11,469
|
)
|
|
(13,878
|
)
|
|
(16,241
|
)
|
|||
Income (loss) before income tax expense and equity earnings
|
|
(14,747
|
)
|
|
14,192
|
|
|
(152,705
|
)
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Current
|
|
3,803
|
|
|
1,181
|
|
|
(3,523
|
)
|
|||
Deferred
|
|
(4,534
|
)
|
|
1,759
|
|
|
(119,142
|
)
|
|||
Total income tax expense (benefit)
|
|
(731
|
)
|
|
2,940
|
|
|
(122,665
|
)
|
|||
Income (loss) before equity earnings
|
|
(14,016
|
)
|
|
11,252
|
|
|
(30,040
|
)
|
|||
Equity earnings, net of tax
|
|
9,935
|
|
|
2,206
|
|
|
1,425
|
|
|||
Net income (loss)
|
|
(4,081
|
)
|
|
13,458
|
|
|
(28,615
|
)
|
|||
Net loss attributable to noncontrolling interest in subsidiaries
|
|
488
|
|
|
464
|
|
|
454
|
|
|||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
(3,593
|
)
|
|
$
|
13,922
|
|
|
$
|
(28,161
|
)
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
21,009,362
|
|
|
21,167,550
|
|
|
20,760,530
|
|
|||
Diluted
|
|
21,010,715
|
|
|
21,180,490
|
|
|
20,760,530
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
(4,081
|
)
|
|
$
|
13,458
|
|
|
$
|
(28,615
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
18
|
|
|||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
18
|
|
|||
Comprehensive income (loss)
|
|
(4,081
|
)
|
|
13,458
|
|
|
(28,597
|
)
|
|||
Comprehensive loss attributable to noncontrolling interest in subsidiaries
|
|
488
|
|
|
464
|
|
|
454
|
|
|||
Comprehensive income (loss) attributable to Era Group Inc.
|
|
$
|
(3,593
|
)
|
|
$
|
13,922
|
|
|
$
|
(28,143
|
)
|
|
|
|
|
|
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)
|
|
Total
Equity
|
||||||||||||||
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 restricted stock
|
|
—
|
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||||||
Net 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 stock options
|
|
—
|
|
|
|
—
|
|
|
(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
|
|
|||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
1,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
3,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,641
|
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,707
|
)
|
|
—
|
|
|
(7,707
|
)
|
|||||||
Exercise of call option
|
|
(2
|
)
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Net loss
|
|
(488
|
)
|
|
|
—
|
|
|
—
|
|
|
(3,593
|
)
|
|
—
|
|
|
—
|
|
|
(3,593
|
)
|
|||||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(110
|
)
|
|||||||
December 31, 2019
|
|
$
|
2,812
|
|
|
|
$
|
224
|
|
|
$
|
452,009
|
|
|
$
|
14,692
|
|
|
$
|
(10,183
|
)
|
|
$
|
—
|
|
|
$
|
456,742
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(4,081
|
)
|
|
$
|
13,458
|
|
|
$
|
(28,615
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
37,619
|
|
|
39,541
|
|
|
45,736
|
|
|||
Share-based compensation
|
|
3,641
|
|
|
2,940
|
|
|
4,623
|
|
|||
Bad debt expense, net
|
|
41
|
|
|
82
|
|
|
144
|
|
|||
Interest income
|
|
(113
|
)
|
|
(943
|
)
|
|
—
|
|
|||
Non-cash penalty and interest expenses
|
|
—
|
|
|
607
|
|
|
—
|
|
|||
Gains on asset dispositions, net
|
|
(3,657
|
)
|
|
(1,575
|
)
|
|
(4,507
|
)
|
|||
Debt discount amortization
|
|
274
|
|
|
253
|
|
|
234
|
|
|||
Amortization of deferred financing costs
|
|
966
|
|
|
1,410
|
|
|
1,136
|
|
|||
Loss on sale of investment
|
|
569
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency losses, net
|
|
481
|
|
|
1,027
|
|
|
190
|
|
|||
Losses (gains) on debt extinguishment
|
|
13
|
|
|
(175
|
)
|
|
—
|
|
|||
Loss on impairment
|
|
2,551
|
|
|
991
|
|
|
117,018
|
|
|||
Deferred income tax expense (benefit)
|
|
(4,534
|
)
|
|
1,759
|
|
|
(119,142
|
)
|
|||
Equity earnings, net of tax
|
|
(9,935
|
)
|
|
(2,206
|
)
|
|
(1,425
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
(1,140
|
)
|
|
501
|
|
|
(4,889
|
)
|
|||
Decrease in prepaid expenses and other assets
|
|
1,234
|
|
|
278
|
|
|
3,320
|
|
|||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
3,622
|
|
|
(3,594
|
)
|
|
6,273
|
|
|||
Net cash provided by operating activities
|
|
27,551
|
|
|
54,354
|
|
|
20,096
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(6,558
|
)
|
|
(9,216
|
)
|
|
(16,770
|
)
|
|||
Proceeds from disposition of property and equipment
|
|
13,252
|
|
|
29,590
|
|
|
9,392
|
|
|||
Purchase of investments
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of investments
|
|
4,430
|
|
|
—
|
|
|
—
|
|
|||
Investments in and advances to equity investees
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|||
Dividends received from equity investees
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Proceeds from sale of equity investees, net
|
|
34,712
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on notes due from equity investees
|
|
2,334
|
|
|
518
|
|
|
761
|
|
|||
Principal payments on third party notes receivable
|
|
5,447
|
|
|
934
|
|
|
169
|
|
|||
Net cash provided by (used in) investing activities
|
|
48,617
|
|
|
22,826
|
|
|
(6,574
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|||
Long-term debt issuance costs
|
|
—
|
|
|
(1,295
|
)
|
|
—
|
|
|||
Payments on long-term debt
|
|
(2,055
|
)
|
|
(41,886
|
)
|
|
(45,281
|
)
|
|||
Extinguishment of long-term debt
|
|
(740
|
)
|
|
(1,221
|
)
|
|
—
|
|
|||
Proceeds from share award plans
|
|
1,077
|
|
|
893
|
|
|
836
|
|
|||
Purchase of treasury shares
|
|
(7,707
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net cash used in financing activities
|
|
(9,425
|
)
|
|
(43,509
|
)
|
|
(27,497
|
)
|
|||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(130
|
)
|
|
249
|
|
|
81
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
66,613
|
|
|
33,920
|
|
|
(13,894
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
|
50,753
|
|
|
16,833
|
|
|
30,727
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
|
$
|
117,366
|
|
|
$
|
50,753
|
|
|
$
|
16,833
|
|
1.
|
NATURE OF OPERATIONS AND ACCOUNTING POLICIES
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
$
|
117,366
|
|
|
$
|
50,753
|
|
|
$
|
13,583
|
|
Restricted cash (1)
|
—
|
|
|
—
|
|
|
3,250
|
|
|||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
117,366
|
|
|
$
|
50,753
|
|
|
$
|
16,833
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
|
$
|
261
|
|
|
$
|
1,196
|
|
|
$
|
1,219
|
|
Additional allowances charged to expense
|
|
41
|
|
|
82
|
|
|
144
|
|
|||
Recovery of previously reserved accounts
|
|
(100
|
)
|
|
(127
|
)
|
|
(82
|
)
|
|||
Write-offs
|
|
(145
|
)
|
|
(760
|
)
|
|
(68
|
)
|
|||
Foreign currency adjustments
|
|
(2
|
)
|
|
(130
|
)
|
|
(17
|
)
|
|||
Balance at end of period
|
|
$
|
55
|
|
|
$
|
261
|
|
|
$
|
1,196
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
|
$
|
3,246
|
|
|
$
|
3,739
|
|
|
$
|
4,012
|
|
Increase (decrease) in allowances, net (1)
|
|
15
|
|
|
(493
|
)
|
|
(273
|
)
|
|||
Balance at end of period
|
|
$
|
3,261
|
|
|
$
|
3,246
|
|
|
$
|
3,739
|
|
Helicopters (estimated salvage value at 40% of cost)
|
|
15
|
|
Machinery, equipment and spares
|
|
5
|
|
Buildings and leasehold improvements
|
|
10-30
|
|
Furniture, fixtures, vehicles and other
|
|
3-5
|
|
2.
|
FAIR VALUE MEASUREMENTS
|
3.
|
ACQUISITIONS AND DISPOSITIONS
|
Equipment Additions
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|
|||
Heavy helicopters
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Equipment Dispositions
|
|
2019
|
|
2018 (1)
|
|
2017
|
|||
|
|
|
|
|
|
|
|||
Light helicopters - single engine
|
|
—
|
|
|
10
|
|
|
1
|
|
Light helicopters - twin engine
|
|
3
|
|
|
2
|
|
|
1
|
|
Medium helicopters
|
|
2
|
|
|
1
|
|
|
1
|
|
Heavy helicopters
|
|
—
|
|
|
8
|
|
|
—
|
|
|
|
5
|
|
|
21
|
|
|
3
|
|
(1)
|
Includes six H225 heavy helicopters disposed via sales-type leases.
|
4.
|
LEASES
|
|
|
Minimum Payments
|
||
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
|
|
|
|
Minimum Payments
|
||
2020
|
|
$
|
2,273
|
|
2021
|
|
1,801
|
|
|
2022
|
|
1,367
|
|
|
2023
|
|
1,314
|
|
|
2024
|
|
1,013
|
|
|
Years subsequent to 2024
|
|
8,370
|
|
|
Total future minimum lease payments
|
|
16,138
|
|
|
Less: imputed interest
|
|
6,550
|
|
|
Present value of lease liabilities
|
|
$
|
9,588
|
|
Weighted average remaining lease term
|
|
16 years
|
|
|
Weighted average discount rate
|
|
6.11
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities during the year ended December 31, 2019 (in thousands)
|
|
$
|
2,296
|
|
5.
|
VARIABLE INTEREST ENTITIES AND EQUITY INVESTMENTS AND ADVANCES
|
|
|
2018
|
|
|
||
Current assets
|
|
$
|
31,332
|
|
|
|
Non-current assets
|
|
30,613
|
|
|
|
|
Current liabilities
|
|
7,007
|
|
|
|
|
Non-current liabilities
|
|
5,558
|
|
|
|
|
|
2018
|
|
2017
|
||||
Operating revenues
|
|
$
|
45,602
|
|
|
$
|
42,891
|
|
Costs and expenses:
|
|
|
|
|
||||
Operating and administrative
|
|
36,592
|
|
|
35,983
|
|
||
Depreciation and amortization
|
|
1,754
|
|
|
1,603
|
|
||
Total costs and expenses
|
|
38,346
|
|
|
37,586
|
|
||
Operating income
|
|
$
|
7,256
|
|
|
$
|
5,305
|
|
Net income
|
|
$
|
4,912
|
|
|
$
|
3,603
|
|
|
|
2018
|
|
2017
|
||||
Operating revenues
|
|
$
|
170
|
|
|
$
|
581
|
|
Costs and expenses:
|
|
|
|
|
||||
Operating and administrative
|
|
63
|
|
|
367
|
|
||
Depreciation and amortization
|
|
377
|
|
|
503
|
|
||
Total costs and expenses
|
|
440
|
|
|
870
|
|
||
Operating income
|
|
$
|
(270
|
)
|
|
$
|
(289
|
)
|
Net income (loss)
|
|
$
|
(442
|
)
|
|
$
|
(527
|
)
|
6.
|
INCOME TAXES
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
(13,317
|
)
|
|
$
|
12,633
|
|
|
$
|
(148,248
|
)
|
Foreign
|
|
(1,430
|
)
|
|
1,559
|
|
|
(4,457
|
)
|
|||
Total
|
|
$
|
(14,747
|
)
|
|
$
|
14,192
|
|
|
$
|
(152,705
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,935
|
|
|
$
|
924
|
|
|
$
|
—
|
|
State
|
|
(69
|
)
|
|
219
|
|
|
7
|
|
|||
Foreign
|
|
937
|
|
|
38
|
|
|
(3,530
|
)
|
|||
Total current
|
|
3,803
|
|
|
1,181
|
|
|
(3,523
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(4,266
|
)
|
|
2,154
|
|
|
(121,359
|
)
|
|||
State
|
|
70
|
|
|
(390
|
)
|
|
1,923
|
|
|||
Foreign
|
|
(338
|
)
|
|
(5
|
)
|
|
294
|
|
|||
Total deferred
|
|
(4,534
|
)
|
|
1,759
|
|
|
(119,142
|
)
|
|||
Income tax (benefit) expense
|
|
$
|
(731
|
)
|
|
$
|
2,940
|
|
|
$
|
(122,665
|
)
|
Provision (benefit):
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax benefit
|
|
10.9
|
%
|
|
(1.9
|
)%
|
|
5.3
|
%
|
State valuation allowance
|
|
(11.0
|
)%
|
|
0.4
|
%
|
|
(6.6
|
)%
|
Sale of investment in JV
|
|
(8.7
|
)%
|
|
—
|
%
|
|
—
|
%
|
Foreign tax credit valuation allowance
|
|
(4.2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Foreign valuation allowance
|
|
0.3
|
%
|
|
(2.3
|
)%
|
|
(1.0
|
)%
|
Brazilian PERT Program
|
|
—
|
%
|
|
—
|
%
|
|
2.2
|
%
|
Other
|
|
(3.3
|
)%
|
|
3.5
|
%
|
|
(0.6
|
)%
|
Tax Act
|
|
—
|
%
|
|
—
|
%
|
|
46.0
|
%
|
|
|
5.0
|
%
|
|
20.7
|
%
|
|
80.3
|
%
|
|
|
2019
|
|
2018
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
111,411
|
|
|
$
|
116,178
|
|
Buy-in on maintenance contracts
|
|
223
|
|
|
423
|
|
||
Total deferred tax liabilities
|
|
111,634
|
|
|
116,601
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Tax loss carryforwards
|
|
47,243
|
|
|
44,919
|
|
||
Stock compensation
|
|
690
|
|
|
691
|
|
||
Reserves
|
|
742
|
|
|
788
|
|
||
Other
|
|
658
|
|
|
(285
|
)
|
||
Valuation allowance
|
|
(41,492
|
)
|
|
(37,869
|
)
|
||
Total deferred tax assets
|
|
7,841
|
|
|
8,244
|
|
||
Net deferred tax liabilities
|
|
$
|
103,793
|
|
|
$
|
108,357
|
|
|
2019
|
|
2018
|
2017
|
||||||
Unrecognized tax benefits at the beginning of the year
|
$
|
11
|
|
|
$
|
11
|
|
$
|
261
|
|
Reductions due to settlements with taxing authorities
|
—
|
|
|
—
|
|
(250
|
)
|
|||
Unrecognized tax benefits at the end of the year
|
$
|
11
|
|
|
$
|
11
|
|
$
|
11
|
|
|
2019
|
|
2018
|
2017
|
||||||
Valuation allowance at the beginning of the year
|
$
|
37,869
|
|
|
$
|
34,967
|
|
$
|
21,575
|
|
Increases to state valuation allowance
|
1,616
|
|
|
50
|
|
10,010
|
|
|||
Increases due to foreign valuation allowances
|
2,007
|
|
|
2,852
|
|
7,578
|
|
|||
Decrease due to Brazilian PERT Program
|
—
|
|
|
—
|
|
(4,196
|
)
|
|||
Valuation allowance at the end of the period
|
$
|
41,492
|
|
|
$
|
37,869
|
|
$
|
34,967
|
|
|
|
2019
|
|
2018
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
144,088
|
|
|
$
|
144,828
|
|
Senior secured revolving credit facility
|
|
—
|
|
|
—
|
|
||
Promissory notes
|
|
18,317
|
|
|
19,980
|
|
||
Other
|
|
—
|
|
|
395
|
|
||
Total principal balance on borrowings
|
|
162,405
|
|
|
165,203
|
|
||
Portion due with one year
|
|
(18,317
|
)
|
|
(2,058
|
)
|
||
Unamortized debt issuance costs
|
|
(1,320
|
)
|
|
(1,712
|
)
|
||
Unamortized discount
|
|
(936
|
)
|
|
(1,216
|
)
|
||
Long-term debt
|
|
$
|
141,832
|
|
|
$
|
160,217
|
|
|
|
Total Due
|
||
2020
|
|
$
|
18,317
|
|
2021
|
|
—
|
|
|
2022
|
|
144,088
|
|
|
2023
|
|
—
|
|
|
2024
|
|
—
|
|
|
Years subsequent to 2024
|
|
—
|
|
|
|
|
$
|
162,405
|
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
9.
|
EARNINGS PER SHARE
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) attributable to Era Group Inc.
|
|
$
|
(3,593
|
)
|
|
$
|
13,922
|
|
|
$
|
(28,161
|
)
|
Less: Net income attributable to participating securities
|
|
—
|
|
|
307
|
|
|
—
|
|
|||
Net income (loss) attributable to fully vested common stock
|
|
$
|
(3,593
|
)
|
|
$
|
13,615
|
|
|
$
|
(28,161
|
)
|
Shares:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding—basic
|
|
21,009,362
|
|
|
21,167,550
|
|
|
20,760,530
|
|
|||
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method(1)
|
|
1,353
|
|
|
12,940
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding—diluted
|
|
21,010,715
|
|
|
21,180,490
|
|
|
20,760,530
|
|
|||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.36
|
)
|
(1)
|
Excludes weighted average common shares of 204,965, 218,844 and 273,255 for the years ended December 31, 2019, 2018 and 2017, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
|
10.
|
REVENUES
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
146,952
|
|
|
$
|
153,394
|
|
|
$
|
150,583
|
|
Foreign
|
63,083
|
|
|
56,800
|
|
|
64,344
|
|
|||
Total operating revenues
|
$
|
210,035
|
|
|
$
|
210,194
|
|
|
$
|
214,927
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Oil and gas flight services:
|
|
|
|
|
|
||||||
U.S.
|
$
|
139,312
|
|
|
$
|
143,654
|
|
|
$
|
134,010
|
|
International
|
56,510
|
|
|
56,800
|
|
|
64,344
|
|
|||
Total oil and gas
|
195,822
|
|
|
200,454
|
|
|
198,354
|
|
|||
Emergency response services
|
14,213
|
|
|
9,740
|
|
|
11,502
|
|
|||
Flightseeing
|
—
|
|
|
—
|
|
|
5,071
|
|
|||
Total operating revenues
|
$
|
210,035
|
|
|
$
|
210,194
|
|
|
$
|
214,927
|
|
Dry-leasing revenues:
|
|
|
|
|
|
||||||
U.S.
|
2,562
|
|
|
3,873
|
|
|
1,604
|
|
|||
International
|
13,462
|
|
|
7,609
|
|
|
14,790
|
|
|||
Total revenues
|
$
|
226,059
|
|
|
$
|
221,676
|
|
|
$
|
231,321
|
|
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
|
|
|
2019
|
|||||
|
|
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
|
|
(282,911
|
)
|
|
$
|
10.31
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Non-vested as of December 31, 2019
|
|
626,399
|
|
|
$
|
10.31
|
|
13.
|
SEGMENT INFORMATION, MAJOR CUSTOMERS AND GEOGRAPHICAL DATA
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
149,514
|
|
|
$
|
157,267
|
|
|
$
|
152,187
|
|
Latin America and the Caribbean
|
|
68,802
|
|
|
58,037
|
|
|
68,936
|
|
|||
Europe
|
|
384
|
|
|
608
|
|
|
5,029
|
|
|||
Asia
|
|
7,359
|
|
|
5,764
|
|
|
5,169
|
|
|||
|
|
$
|
226,059
|
|
|
$
|
221,676
|
|
|
$
|
231,321
|
|
|
|
2019
|
|
2018
|
||||
Property and equipment, net:
|
|
|
|
|
||||
United States
|
|
$
|
433,096
|
|
|
$
|
472,838
|
|
Latin America and the Caribbean
|
|
96,225
|
|
|
105,519
|
|
||
Europe
|
|
6,363
|
|
|
8,049
|
|
||
Asia
|
|
21,215
|
|
|
12,788
|
|
||
|
|
$
|
556,899
|
|
|
$
|
599,194
|
|
14.
|
SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income taxes paid, net of refunds
|
|
$
|
1,255
|
|
|
$
|
283
|
|
|
$
|
426
|
|
Interest paid to others, excluding capitalized interest
|
|
12,693
|
|
|
13,581
|
|
|
15,315
|
|
|||
Interest received
|
|
(3,374
|
)
|
|
(1,099
|
)
|
|
(760
|
)
|
|||
Schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Settlement of accrued contingent liabilities through installment obligations
|
|
—
|
|
|
—
|
|
|
386
|
|
15.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
|
Three Months Ended
|
||||||||||||||
2019
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
|
|
Dec. 31
|
||||||||
Revenues
|
|
$
|
51,293
|
|
|
$
|
55,480
|
|
|
$
|
58,909
|
|
|
$
|
60,377
|
|
Operating income (loss)
|
|
$
|
(3,852
|
)
|
|
$
|
(1,823
|
)
|
|
$
|
1,687
|
|
|
$
|
710
|
|
Net income (loss)
|
|
$
|
(6,085
|
)
|
|
$
|
4,874
|
|
|
$
|
(2,059
|
)
|
|
$
|
(811
|
)
|
Net income (loss) attributable to common shares
|
|
$
|
(5,943
|
)
|
|
$
|
4,940
|
|
|
$
|
(1,910
|
)
|
|
$
|
(680
|
)
|
Earnings (loss) per common share - basic
|
|
$
|
(0.28
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
Earnings (loss) per common share - diluted
|
|
$
|
(0.28
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
)
|
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
|
$
|
114,965
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
117,366
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts
|
—
|
|
|
27,230
|
|
|
5,500
|
|
|
—
|
|
|
32,730
|
|
|||||
Trade, dry leasing
|
—
|
|
|
5,234
|
|
|
—
|
|
|
—
|
|
|
5,234
|
|
|||||
Tax receivables
|
—
|
|
|
2
|
|
|
2,858
|
|
|
—
|
|
|
2,860
|
|
|||||
Other
|
—
|
|
|
15,136
|
|
|
285
|
|
|
—
|
|
|
15,421
|
|
|||||
Inventories, net
|
—
|
|
|
20,019
|
|
|
47
|
|
|
—
|
|
|
20,066
|
|
|||||
Prepaid expenses
|
488
|
|
|
1,480
|
|
|
216
|
|
|
—
|
|
|
2,184
|
|
|||||
Total current assets
|
115,453
|
|
|
69,101
|
|
|
11,307
|
|
|
—
|
|
|
195,861
|
|
|||||
Property and equipment
|
—
|
|
|
878,281
|
|
|
16,782
|
|
|
—
|
|
|
895,063
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(333,788
|
)
|
|
(4,376
|
)
|
|
—
|
|
|
(338,164
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
544,493
|
|
|
12,406
|
|
|
—
|
|
|
556,899
|
|
|||||
Operating lease right-of-use
|
—
|
|
|
7,694
|
|
|
1,774
|
|
|
—
|
|
|
9,468
|
|
|||||
Investments in consolidated subsidiaries
|
190,142
|
|
|
—
|
|
|
—
|
|
|
(190,142
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Deferred income taxes
|
9,909
|
|
|
—
|
|
|
—
|
|
|
(9,909
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
288,023
|
|
|
—
|
|
|
—
|
|
|
(288,023
|
)
|
|
—
|
|
|||||
Other assets
|
670
|
|
|
1,082
|
|
|
439
|
|
|
—
|
|
|
2,191
|
|
|||||
Total assets
|
$
|
604,197
|
|
|
$
|
622,370
|
|
|
$
|
26,022
|
|
|
$
|
(488,074
|
)
|
|
$
|
764,515
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
405
|
|
|
$
|
10,937
|
|
|
$
|
1,581
|
|
|
$
|
—
|
|
|
$
|
12,923
|
|
Accrued wages and benefits
|
122
|
|
|
9,065
|
|
|
1,367
|
|
|
—
|
|
|
10,554
|
|
|||||
Accrued interest
|
468
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
520
|
|
|||||
Accrued income taxes
|
3,595
|
|
|
1
|
|
|
16
|
|
|
—
|
|
|
3,612
|
|
|||||
Accrued other taxes
|
—
|
|
|
487
|
|
|
450
|
|
|
—
|
|
|
937
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
598
|
|
|
—
|
|
|
598
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
18,317
|
|
|
—
|
|
|
—
|
|
|
18,317
|
|
|||||
Other current liabilities
|
1,053
|
|
|
1,866
|
|
|
396
|
|
|
—
|
|
|
3,315
|
|
|||||
Total current liabilities
|
5,643
|
|
|
40,725
|
|
|
4,408
|
|
|
—
|
|
|
50,776
|
|
|||||
Long-term debt
|
141,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,832
|
|
|||||
Deferred income taxes
|
—
|
|
|
112,795
|
|
|
907
|
|
|
(9,909
|
)
|
|
103,793
|
|
|||||
Intercompany payables
|
—
|
|
|
225,341
|
|
|
62,702
|
|
|
(288,043
|
)
|
|
—
|
|
|||||
Operating lease liabilities
|
—
|
|
|
6,434
|
|
|
1,381
|
|
|
—
|
|
|
7,815
|
|
|||||
Deferred gains and other liabilities
|
—
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|||||
Total liabilities
|
147,475
|
|
|
386,040
|
|
|
69,398
|
|
|
(297,952
|
)
|
|
304,961
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
2,812
|
|
|
—
|
|
|
2,812
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,285,613 outstanding, exclusive of treasury shares
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|||||
Additional paid-in capital
|
452,010
|
|
|
100,307
|
|
|
4,562
|
|
|
(104,870
|
)
|
|
452,009
|
|
|||||
Retained earnings
|
14,671
|
|
|
136,023
|
|
|
(50,750
|
)
|
|
(85,252
|
)
|
|
14,692
|
|
|||||
Treasury shares, at cost, 1,152,826 shares
|
(10,183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,183
|
)
|
|||||
Total equity
|
456,722
|
|
|
236,330
|
|
|
(46,188
|
)
|
|
(190,122
|
)
|
|
456,742
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
604,197
|
|
|
$
|
622,370
|
|
|
$
|
26,022
|
|
|
$
|
(488,074
|
)
|
|
$
|
764,515
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
48,396
|
|
|
$
|
—
|
|
|
$
|
2,357
|
|
|
$
|
—
|
|
|
$
|
50,753
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts of $261
|
—
|
|
|
27,509
|
|
|
5,797
|
|
|
$
|
—
|
|
|
33,306
|
|
||||
Trade, dry leasing
|
—
|
|
|
3,803
|
|
|
—
|
|
|
—
|
|
|
3,803
|
|
|||||
Tax receivables
|
—
|
|
|
6
|
|
|
3,181
|
|
|
—
|
|
|
3,187
|
|
|||||
Other
|
—
|
|
|
1,949
|
|
|
394
|
|
|
—
|
|
|
2,343
|
|
|||||
Inventories, net
|
—
|
|
|
20,633
|
|
|
40
|
|
|
—
|
|
|
20,673
|
|
|||||
Prepaid expenses
|
398
|
|
|
1,219
|
|
|
190
|
|
|
—
|
|
|
1,807
|
|
|||||
Total current assets
|
48,794
|
|
|
55,119
|
|
|
11,959
|
|
|
—
|
|
|
115,872
|
|
|||||
Property and equipment
|
—
|
|
|
900,611
|
|
|
16,550
|
|
|
—
|
|
|
917,161
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(314,567
|
)
|
|
(3,400
|
)
|
|
—
|
|
|
(317,967
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
586,044
|
|
|
13,150
|
|
|
—
|
|
|
599,194
|
|
|||||
Equity investments and advances
|
—
|
|
|
27,112
|
|
|
—
|
|
|
—
|
|
|
27,112
|
|
|||||
Investments in consolidated subsidiaries
|
172,950
|
|
|
—
|
|
|
—
|
|
|
(172,950
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
|
1,107
|
|
|||||
Deferred income taxes
|
9,904
|
|
|
—
|
|
|
—
|
|
|
(9,904
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
366,541
|
|
|
—
|
|
|
—
|
|
|
(366,541
|
)
|
|
—
|
|
|||||
Other assets
|
1,251
|
|
|
20,231
|
|
|
96
|
|
|
—
|
|
|
21,578
|
|
|||||
Total assets
|
$
|
599,440
|
|
|
$
|
688,506
|
|
|
$
|
26,312
|
|
|
$
|
(549,395
|
)
|
|
$
|
764,863
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
136
|
|
|
$
|
11,357
|
|
|
$
|
1,668
|
|
|
$
|
—
|
|
|
$
|
13,161
|
|
Accrued wages and benefits
|
43
|
|
|
7,743
|
|
|
1,481
|
|
|
—
|
|
|
9,267
|
|
|||||
Accrued interest
|
500
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
569
|
|
|||||
Accrued income taxes
|
918
|
|
|
6
|
|
|
49
|
|
|
—
|
|
|
973
|
|
|||||
Accrued other taxes
|
—
|
|
|
768
|
|
|
500
|
|
|
—
|
|
|
1,268
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
630
|
|
|
—
|
|
|
630
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
1,663
|
|
|
395
|
|
|
—
|
|
|
2,058
|
|
|||||
Other current liabilities
|
647
|
|
|
220
|
|
|
11
|
|
|
—
|
|
|
878
|
|
|||||
Total current liabilities
|
2,244
|
|
|
21,826
|
|
|
4,734
|
|
|
—
|
|
|
28,804
|
|
|||||
Long-term debt
|
133,900
|
|
|
26,317
|
|
|
—
|
|
|
—
|
|
|
160,217
|
|
|||||
Deferred income taxes
|
—
|
|
|
117,015
|
|
|
1,245
|
|
|
(9,903
|
)
|
|
108,357
|
|
|||||
Intercompany payables
|
—
|
|
|
310,727
|
|
|
55,847
|
|
|
(366,574
|
)
|
|
—
|
|
|||||
Deferred gains and other liabilities
|
—
|
|
|
720
|
|
|
27
|
|
|
—
|
|
|
747
|
|
|||||
Total liabilities
|
136,144
|
|
|
476,605
|
|
|
61,853
|
|
|
(376,477
|
)
|
|
298,125
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
3
|
|
|
3,299
|
|
|
—
|
|
|
3,302
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Era Group Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 outstanding, exclusive of treasury shares
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||
Additional paid-in capital
|
447,299
|
|
|
100,306
|
|
|
4,562
|
|
|
(104,869
|
)
|
|
447,298
|
|
|||||
Retained earnings
|
18,254
|
|
|
111,482
|
|
|
(43,402
|
)
|
|
(68,049
|
)
|
|
18,285
|
|
|||||
Treasury shares, at cost, 156,737 shares
|
(2,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,476
|
)
|
|||||
Accumulated other comprehensive income, net of tax
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Total equity
|
463,296
|
|
|
211,898
|
|
|
(38,840
|
)
|
|
(172,918
|
)
|
|
463,436
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
599,440
|
|
|
$
|
688,506
|
|
|
$
|
26,312
|
|
|
$
|
(549,395
|
)
|
|
$
|
764,863
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
202,653
|
|
|
$
|
55,695
|
|
|
$
|
(32,289
|
)
|
|
$
|
226,059
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
128,928
|
|
|
57,896
|
|
|
(32,278
|
)
|
|
154,546
|
|
|||||
Administrative and general
|
5,777
|
|
|
28,930
|
|
|
3,571
|
|
|
—
|
|
|
38,278
|
|
|||||
Depreciation
|
—
|
|
|
36,716
|
|
|
903
|
|
|
—
|
|
|
37,619
|
|
|||||
Total costs and expenses
|
5,777
|
|
|
194,574
|
|
|
62,370
|
|
|
(32,278
|
)
|
|
230,443
|
|
|||||
Gains on asset dispositions, net
|
—
|
|
|
3,657
|
|
|
—
|
|
|
—
|
|
|
3,657
|
|
|||||
Loss on impairment
|
—
|
|
|
(2,551
|
)
|
|
—
|
|
|
—
|
|
|
(2,551
|
)
|
|||||
Operating income (loss)
|
(5,777
|
)
|
|
9,185
|
|
|
(6,675
|
)
|
|
(11
|
)
|
|
(3,278
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
1,617
|
|
|
1,761
|
|
|
109
|
|
|
—
|
|
|
3,487
|
|
|||||
Interest expense
|
(13,007
|
)
|
|
(790
|
)
|
|
(77
|
)
|
|
—
|
|
|
(13,874
|
)
|
|||||
Loss on sale of investments
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|||||
Foreign currency gains (losses), net
|
(40
|
)
|
|
81
|
|
|
(513
|
)
|
|
—
|
|
|
(472
|
)
|
|||||
Loss on debt extinguishment
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Other, net
|
(20
|
)
|
|
1,010
|
|
|
(1,018
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Total other income (expense)
|
(12,032
|
)
|
|
2,062
|
|
|
(1,499
|
)
|
|
—
|
|
|
(11,469
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(17,809
|
)
|
|
11,247
|
|
|
(8,174
|
)
|
|
(11
|
)
|
|
(14,747
|
)
|
|||||
Income tax expense (benefit)
|
2,964
|
|
|
(3,357
|
)
|
|
(338
|
)
|
|
—
|
|
|
(731
|
)
|
|||||
Income (loss) before equity earnings
|
(20,773
|
)
|
|
14,604
|
|
|
(7,836
|
)
|
|
(11
|
)
|
|
(14,016
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
17,191
|
|
|
9,935
|
|
|
—
|
|
|
(17,191
|
)
|
|
9,935
|
|
|||||
Net income (loss)
|
(3,582
|
)
|
|
24,539
|
|
|
(7,836
|
)
|
|
(17,202
|
)
|
|
(4,081
|
)
|
|||||
Net loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
488
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(3,582
|
)
|
|
$
|
24,539
|
|
|
$
|
(7,348
|
)
|
|
$
|
(17,202
|
)
|
|
$
|
(3,593
|
)
|
|
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 loss
|
(7,887
|
)
|
|
(116,853
|
)
|
|
(11,724
|
)
|
|
—
|
|
|
(136,464
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
108
|
|
|
419
|
|
|
233
|
|
|
—
|
|
|
760
|
|
|||||
Interest expense
|
(14,495
|
)
|
|
(800
|
)
|
|
(1,468
|
)
|
|
—
|
|
|
(16,763
|
)
|
|||||
Foreign currency gains, net
|
256
|
|
|
330
|
|
|
(812
|
)
|
|
—
|
|
|
(226
|
)
|
|||||
Other, net
|
—
|
|
|
143
|
|
|
(155
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Total other income (expense)
|
(14,131
|
)
|
|
92
|
|
|
(2,202
|
)
|
|
—
|
|
|
(16,241
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(22,018
|
)
|
|
(116,761
|
)
|
|
(13,926
|
)
|
|
—
|
|
|
(152,705
|
)
|
|||||
Income tax expense (benefit)
|
(7,338
|
)
|
|
(112,295
|
)
|
|
(3,032
|
)
|
|
—
|
|
|
(122,665
|
)
|
|||||
Income (loss) before equity earnings
|
(14,680
|
)
|
|
(4,466
|
)
|
|
(10,894
|
)
|
|
—
|
|
|
(30,040
|
)
|
|||||
Equity earnings, net of tax
|
—
|
|
|
1,425
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
(13,481
|
)
|
|
—
|
|
|
—
|
|
|
13,481
|
|
|
—
|
|
|||||
Net income (loss)
|
(28,161
|
)
|
|
(3,041
|
)
|
|
(10,894
|
)
|
|
13,481
|
|
|
(28,615
|
)
|
|||||
Net income attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(28,161
|
)
|
|
$
|
(3,041
|
)
|
|
$
|
(10,440
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,161
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(3,582
|
)
|
|
$
|
24,539
|
|
|
$
|
(7,836
|
)
|
|
$
|
(17,202
|
)
|
|
$
|
(4,081
|
)
|
Comprehensive income (loss)
|
(3,582
|
)
|
|
24,539
|
|
|
(7,836
|
)
|
|
(17,202
|
)
|
|
(4,081
|
)
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
488
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(3,582
|
)
|
|
$
|
24,539
|
|
|
$
|
(7,348
|
)
|
|
$
|
(17,202
|
)
|
|
$
|
(3,593
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
13,890
|
|
|
$
|
19,450
|
|
|
$
|
(8,314
|
)
|
|
$
|
(11,568
|
)
|
|
$
|
13,458
|
|
Comprehensive income (loss)
|
13,890
|
|
|
19,450
|
|
|
(8,314
|
)
|
|
(11,568
|
)
|
|
13,458
|
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
13,890
|
|
|
$
|
19,450
|
|
|
$
|
(7,850
|
)
|
|
$
|
(11,568
|
)
|
|
$
|
13,922
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(28,161
|
)
|
|
$
|
(3,041
|
)
|
|
$
|
(10,894
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,615
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Total other comprehensive income (loss)
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Comprehensive income (loss)
|
(28,161
|
)
|
|
(3,023
|
)
|
|
(10,894
|
)
|
|
13,481
|
|
|
(28,597
|
)
|
|||||
Comprehensive loss attributable to non-controlling interest in subsidiary
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(28,161
|
)
|
|
$
|
(3,023
|
)
|
|
$
|
(10,440
|
)
|
|
$
|
13,481
|
|
|
$
|
(28,143
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
75,592
|
|
|
$
|
(48,747
|
)
|
|
$
|
706
|
|
|
$
|
—
|
|
|
$
|
27,551
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(6,413
|
)
|
|
(145
|
)
|
|
—
|
|
|
(6,558
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
13,252
|
|
|
—
|
|
|
—
|
|
|
13,252
|
|
|||||
Purchase of investments
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Proceeds from sale of investments
|
4,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,430
|
|
|||||
Proceeds from sale of equity investees
|
—
|
|
|
34,712
|
|
|
—
|
|
|
—
|
|
|
34,712
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
2,334
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
5,447
|
|
|
—
|
|
|
—
|
|
|
5,447
|
|
|||||
Net cash provided by (used in) investing activities
|
(570
|
)
|
|
49,332
|
|
|
(145
|
)
|
|
—
|
|
|
48,617
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(1,662
|
)
|
|
(393
|
)
|
|
—
|
|
|
(2,055
|
)
|
|||||
Extinguishment of long-term debt
|
(740
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(740
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
1,077
|
|
|||||
Purchase of treasury shares
|
(7,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,707
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
1,077
|
|
|
—
|
|
|
(1,077
|
)
|
|
—
|
|
|||||
Net cash used in financing activities
|
(8,447
|
)
|
|
(585
|
)
|
|
(393
|
)
|
|
—
|
|
|
(9,425
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
66,575
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
66,613
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
48,396
|
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
50,753
|
|
|||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
114,971
|
|
|
$
|
—
|
|
|
$
|
2,395
|
|
|
$
|
—
|
|
|
$
|
117,366
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
37,596
|
|
|
$
|
14,639
|
|
|
$
|
2,119
|
|
|
$
|
—
|
|
|
$
|
54,354
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(8,867
|
)
|
|
(349
|
)
|
|
—
|
|
|
(9,216
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
29,590
|
|
|
—
|
|
|
—
|
|
|
29,590
|
|
|||||
Dividends received from equity investees
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
934
|
|
|
—
|
|
|
—
|
|
|
934
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
23,175
|
|
|
(349
|
)
|
|
—
|
|
|
22,826
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
|
(1,295
|
)
|
|||||
Payments on long-term debt
|
—
|
|
|
(1,662
|
)
|
|
(1,224
|
)
|
|
(39,000
|
)
|
|
(41,886
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
893
|
|
|
893
|
|
|||||
Extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
(1,221
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
(39,402
|
)
|
|
—
|
|
|
39,402
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
—
|
|
|
(41,064
|
)
|
|
(2,445
|
)
|
|
—
|
|
|
(43,509
|
)
|
|||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
37,596
|
|
|
(3,250
|
)
|
|
(426
|
)
|
|
—
|
|
|
33,920
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
10,800
|
|
|
3,250
|
|
|
2,783
|
|
|
—
|
|
|
16,833
|
|
|||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
48,396
|
|
|
$
|
—
|
|
|
$
|
2,357
|
|
|
$
|
—
|
|
|
$
|
50,753
|
|
|
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
|
|
•
|
before the stockholder became interested, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or
|
•
|
at or after the time the stockholder became interested, the business combination was approved by the Board of Directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
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, other than the Transaction (as defined below).
|
b.
|
Notwithstanding anything in the Plan to the contrary, upon the occurrence of the Transaction, the Restricted Stock shall continue to vest as described in Paragraph 2(a) hereof and will continue to be subject to the other terms and conditions of this Agreement and the Plan. Upon the occurrence of any of the following events following the Transaction:
|
(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; or
|
(v)
|
[the Grantee resigns for Good Reason (as defined below)]1,
|
c.
|
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
|
c.
|
Non-compete. In consideration of the grant of Restricted Stock pursuant to the terms hereof, and in recognition of the fact that the Grantee will be provided confidential information, customer goodwill, and other valuable rights of the Company or an affiliate which must be protected, and ancillary to those agreements between the parties, the Grantee covenants and agrees that he/she will not, at any time during his/her employment with the Company or an affiliate and for a period of twelve (12) months thereafter, in the geographic area for which Grantee was responsible while employed by the Company or any affiliate (specifically including the following parishes and municipalities within Louisiana in which the Company conducted business during the final two years of Grantee’s employment: Calcasieu, Cameron, Lafayette, Lafourche, Orleans, Plaquemines, St. Mary, Terrebonne and Vermilion), directly or indirectly, engage in any business or in any activity related to providing helicopter transport services, buying, leasing or selling helicopters, and engaging in any other business for the Company which the Grantee has primary responsibility for the Company. It is not the intent of this covenant to bar the Grantee from employment in any company in the general aviation services market, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved.
|
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 four anniversaries] [as to 100% of the Restricted Stock on the first anniversary] of the Date of Grant.
|
b.
|
Notwithstanding anything in the Plan to the contrary, upon the occurrence of the Transaction, the Restricted Stock shall continue to vest as described in Paragraph 2(a) hereof and will continue to be subject to the other terms and conditions of this Agreement and the Plan. Upon the occurrence of any of the following events on or following the Transaction:
|
i.
|
the death of the Grantee;
|
ii.
|
the Grantee becomes disabled (as defined below); or
|
iii.
|
the Grantee ceasing to be a director of the Company,
|
c.
|
As used in this Agreement,
|
a.
|
The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement.
|
b.
|
The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”).
|
c.
|
The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Insider Trading and Tipping Policy (the “Insider Trading Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee.
|
|
|
Era Group, Inc.
|
|
|
|
|
|
Christopher Bradshaw
Chief Executive Officer
|
|
|
|
|
|
|
|
|
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Name:
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Number of Shares
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Exercise Price
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[•]
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[•]
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Subsidiary
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Jurisdiction of Organization
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Aeróleo Internacional LLC
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Delaware
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Aeróleo Taxi Aéreo S/A
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Brazil
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Era Aeroleo LLC
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Delaware
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Era Australia, LLC
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Delaware
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Era (BVI) Ltd.
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British Virgin Islands
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Era DHS LLC
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Delaware
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Era do Brazil LLC
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Delaware
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Era Helicopters (Bahamas) Ltd.
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Bahamas
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Era Helicopteros de Mexico S. de R.L. de C.V
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Mexico
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Era Helicopters (Mexico) LLC
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Delaware
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Era Helicopters, LLC
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Delaware
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Era Leasing LLC
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Delaware
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Era Med LLC
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Delaware
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Hauser Investments Limited
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British Virgin Islands
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Star Aviation Crewing Ltd.
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British Virgin Islands
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Sicher Helicopters SAS
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Colombia
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/s/ KPMG LLP
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1.
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I have reviewed this annual report on Form 10-K of Era Group Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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March 5, 2020
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/s/ Christopher S. Bradshaw
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Name:
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Christopher S. Bradshaw
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Title:
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Era Group Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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:
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a)
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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
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b)
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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.
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Date:
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March 5, 2020
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/s/ Jennifer Whalen
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Name:
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Jennifer D. Whalen
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Title:
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Senior Vice President, Chief Financial Officer
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(Principal Accounting Officer)
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(1)
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the accompanying Annual Report on Form 10-K, for the period ending December 31, 2019 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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 5, 2020
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/s/ Christopher S. Bradshaw
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Name:
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Christopher S. Bradshaw
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Title:
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President and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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the accompanying Annual Report on Form 10-K, for the period ending December 31, 2019 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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 5, 2020
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/s/ Jennifer Whalen
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Name:
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Jennifer D. Whalen
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Title:
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Senior Vice President, Chief Financial Officer
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(Principal Accounting Officer)
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