☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
72-1455213
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
945 Bunker Hill Rd., Suite 650
|
|
|
|
Houston,
|
Texas
|
|
77024
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
ERA
|
NYSE
|
Large accelerated filer
|
|
Accelerated filer
|
|
Non-accelerated filer
|
|
Smaller reporting company
|
|
Emerging growth company
|
¨
|
|
ý
|
|
¨
|
|
☐
|
|
☐
|
Part I.
|
|||
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
Item 2.
|
||
|
|
|
|
|
Item 3.
|
||
|
|
|
|
|
Item 4.
|
||
|
|
|
|
Part II.
|
|||
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
Item 1A.
|
||
|
|
|
|
|
Item 2.
|
||
|
|
|
|
|
Item 3.
|
||
|
|
|
|
|
Item 4.
|
||
|
|
|
|
|
Item 5.
|
||
|
|
|
|
|
Item 6.
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
ERA GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|||||||
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113,518
|
|
|
$
|
117,366
|
|
Receivables:
|
|
|
|
||||
Trade, operating, net of allowance for doubtful accounts
|
34,102
|
|
|
32,730
|
|
||
Trade, dry-leasing
|
5,754
|
|
|
5,234
|
|
||
Tax receivables
|
2,159
|
|
|
2,860
|
|
||
Other
|
15,006
|
|
|
15,421
|
|
||
Inventories, net
|
19,941
|
|
|
20,066
|
|
||
Prepaid expenses
|
3,412
|
|
|
2,184
|
|
||
Total current assets
|
193,892
|
|
|
195,861
|
|
||
Property and equipment
|
893,585
|
|
|
895,063
|
|
||
Accumulated depreciation
|
(345,457
|
)
|
|
(338,164
|
)
|
||
Property and equipment, net
|
548,128
|
|
|
556,899
|
|
||
Operating lease right-of-use
|
8,672
|
|
|
9,468
|
|
||
Intangible assets
|
92
|
|
|
96
|
|
||
Other assets
|
1,726
|
|
|
2,191
|
|
||
Total assets
|
$
|
752,510
|
|
|
$
|
764,515
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST
AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
12,475
|
|
|
$
|
12,923
|
|
Accrued wages and benefits
|
6,565
|
|
|
10,554
|
|
||
Accrued interest
|
3,309
|
|
|
520
|
|
||
Accrued income taxes
|
2,297
|
|
|
3,612
|
|
||
Accrued other taxes
|
1,539
|
|
|
937
|
|
||
Accrued contingencies
|
701
|
|
|
598
|
|
||
Current portion of long-term debt
|
17,901
|
|
|
18,317
|
|
||
Other current liabilities
|
3,310
|
|
|
3,315
|
|
||
Total current liabilities
|
48,097
|
|
|
50,776
|
|
||
Long-term debt
|
142,004
|
|
|
141,832
|
|
||
Deferred income taxes
|
101,984
|
|
|
103,793
|
|
||
Operating lease liabilities
|
7,103
|
|
|
7,815
|
|
||
Deferred gains and other liabilities
|
920
|
|
|
745
|
|
||
Total liabilities
|
300,108
|
|
|
304,961
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
||||
Redeemable noncontrolling interest
|
2,752
|
|
|
2,812
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,756,272 and 21,285,613 outstanding in 2020 and 2019, respectively, exclusive of treasury shares
|
230
|
|
|
224
|
|
||
Additional paid-in capital
|
452,701
|
|
|
452,009
|
|
||
Retained earnings
|
7,463
|
|
|
14,692
|
|
||
Treasury shares, at cost; 1,236,282 and 1,152,826 shares in 2020 and 2019, respectively
|
(10,744
|
)
|
|
(10,183
|
)
|
||
Total equity
|
449,650
|
|
|
456,742
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
752,510
|
|
|
$
|
764,515
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Operating revenues
|
$
|
53,980
|
|
|
$
|
47,830
|
|
Dry-leasing revenues
|
3,076
|
|
|
3,463
|
|
||
Total revenues
|
57,056
|
|
|
51,293
|
|
||
Costs and expenses:
|
|
|
|
||||
Operating
|
38,506
|
|
|
36,696
|
|
||
Administrative and general
|
12,745
|
|
|
8,875
|
|
||
Depreciation and amortization
|
9,507
|
|
|
9,450
|
|
||
Total costs and expenses
|
60,758
|
|
|
55,021
|
|
||
Loss on asset dispositions, net
|
(34
|
)
|
|
(124
|
)
|
||
Operating loss
|
(3,736
|
)
|
|
(3,852
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
749
|
|
|
752
|
|
||
Interest expense
|
(3,439
|
)
|
|
(3,461
|
)
|
||
Foreign currency losses, net
|
(1,704
|
)
|
|
(126
|
)
|
||
Other, net
|
10
|
|
|
(11
|
)
|
||
Total other income (expense)
|
(4,384
|
)
|
|
(2,846
|
)
|
||
Loss before income taxes and equity earnings
|
(8,120
|
)
|
|
(6,698
|
)
|
||
Income tax benefit
|
(831
|
)
|
|
(1,588
|
)
|
||
Loss before equity earnings
|
(7,289
|
)
|
|
(5,110
|
)
|
||
Equity loss, net of tax
|
—
|
|
|
(975
|
)
|
||
Net loss
|
(7,289
|
)
|
|
(6,085
|
)
|
||
Net loss attributable to noncontrolling interest in subsidiary
|
60
|
|
|
142
|
|
||
Net loss attributable to Era Group Inc.
|
$
|
(7,229
|
)
|
|
$
|
(5,943
|
)
|
|
|
|
|
||||
Loss per common share, basic and diluted
|
$
|
(0.35
|
)
|
|
$
|
(0.28
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
20,702,670
|
|
|
21,323,312
|
|
||
Diluted
|
20,702,670
|
|
|
21,323,312
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
|
||||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net loss
|
|
$
|
(7,289
|
)
|
|
$
|
(6,085
|
)
|
Comprehensive loss
|
|
(7,289
|
)
|
|
(6,085
|
)
|
||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
|
60
|
|
|
142
|
|
||
Comprehensive loss attributable to Era Group Inc.
|
|
$
|
(7,229
|
)
|
|
$
|
(5,943
|
)
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(unaudited, in thousands)
|
|||||||||||||||||||||||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings
|
|
Treasury
Shares |
|
Accumulated
Other Comprehensive Income |
|
Total
Equity |
||||||||||||||
December 31, 2019
|
|
$
|
2,812
|
|
|
|
$
|
224
|
|
|
$
|
452,009
|
|
|
$
|
14,692
|
|
|
$
|
(10,183
|
)
|
|
$
|
—
|
|
|
$
|
456,742
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(561
|
)
|
|
—
|
|
|
(561
|
)
|
|||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(7,289
|
)
|
|
—
|
|
|
—
|
|
|
(7,289
|
)
|
|||||||
Net loss attributable to redeemable noncontrolling interest
|
|
(60
|
)
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||
March 31, 2020
|
|
$
|
2,752
|
|
|
|
$
|
230
|
|
|
$
|
452,701
|
|
|
$
|
7,463
|
|
|
$
|
(10,744
|
)
|
|
$
|
—
|
|
|
$
|
449,650
|
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Era Group Inc. Stockholders’ Equity
|
||||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interest
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings
|
|
Treasury
Shares |
|
Accumulated
Other Comprehensive Income |
|
Total
Equity |
||||||||||||||
December 31, 2018
|
|
$
|
3,302
|
|
|
|
$
|
219
|
|
|
$
|
447,298
|
|
|
$
|
18,285
|
|
|
$
|
(2,476
|
)
|
|
$
|
110
|
|
|
$
|
463,436
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock grants
|
|
—
|
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee Stock Purchase Plan
|
|
—
|
|
|
|
1
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|||||||
Share award amortization
|
|
—
|
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
807
|
|
|||||||
Purchase of treasury shares
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6,085
|
)
|
|
—
|
|
|
—
|
|
|
(6,085
|
)
|
|||||||
Net loss attributable to redeemable noncontrolling interest
|
|
(142
|
)
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|||||||
March 31, 2019
|
|
$
|
3,160
|
|
|
|
$
|
224
|
|
|
$
|
448,690
|
|
|
$
|
12,342
|
|
|
$
|
(2,481
|
)
|
|
$
|
110
|
|
|
$
|
458,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERA GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(7,289
|
)
|
|
$
|
(6,085
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
9,507
|
|
|
9,450
|
|
||
Share-based compensation
|
698
|
|
|
807
|
|
||
Interest income
|
(112
|
)
|
|
(157
|
)
|
||
Loss on asset dispositions, net
|
34
|
|
|
124
|
|
||
Debt discount amortization
|
72
|
|
|
67
|
|
||
Amortization of deferred financing costs
|
246
|
|
|
239
|
|
||
Foreign currency losses, net
|
1,648
|
|
|
126
|
|
||
Deferred income tax (benefit) expense
|
(1,809
|
)
|
|
(3,533
|
)
|
||
Equity earnings, net of tax
|
—
|
|
|
975
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
(1,440
|
)
|
|
493
|
|
||
(Increase) decrease in prepaid expenses and other assets
|
(743
|
)
|
|
(452
|
)
|
||
Decrease (increase) in accounts payable, accrued expenses and other liabilities
|
(2,944
|
)
|
|
581
|
|
||
Net cash provided by (used in) operating activities
|
(2,132
|
)
|
|
2,635
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(400
|
)
|
|
(1,312
|
)
|
||
Purchase of investments
|
—
|
|
|
(5,000
|
)
|
||
Principal payments on notes due from equity investees
|
—
|
|
|
2,334
|
|
||
Principal payments on third party notes receivable
|
55
|
|
|
104
|
|
||
Net cash used in investing activities
|
(345
|
)
|
|
(3,874
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on long-term debt
|
(416
|
)
|
|
(542
|
)
|
||
Proceeds from share award plans
|
—
|
|
|
590
|
|
||
Purchase of treasury shares
|
(561
|
)
|
|
(5
|
)
|
||
Net cash provided by (used in) financing activities
|
(977
|
)
|
|
43
|
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(394
|
)
|
|
55
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(3,848
|
)
|
|
(1,141
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
117,366
|
|
|
50,753
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
113,518
|
|
|
$
|
49,612
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
332
|
|
|
$
|
353
|
|
Cash paid for income taxes
|
$
|
2,300
|
|
|
14
|
|
1.
|
BASIS OF PRESENTATION AND ACCOUNTING POLICY
|
2.
|
FAIR VALUE MEASUREMENTS
|
3.
|
ACQUISITIONS AND DISPOSITIONS
|
4.
|
LEASES
|
|
|
Minimum Payments
|
||
2020
|
|
$
|
1,657
|
|
2021
|
|
1,715
|
|
|
2022
|
|
1,234
|
|
|
2023
|
|
1,186
|
|
|
2024
|
|
987
|
|
|
Years subsequent to 2024
|
|
8,498
|
|
|
Total future minimum lease payments
|
|
15,277
|
|
|
Less: imputed interest
|
|
6,452
|
|
|
Present value of lease liabilities
|
|
$
|
8,825
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Operating lease right-of-use asset
|
|
$
|
8,672
|
|
|
$
|
9,468
|
|
Other current liabilities
|
|
$
|
1,722
|
|
|
$
|
1,773
|
|
Long-term lease liabilities
|
|
7,103
|
|
|
7,815
|
|
||
Total operating lease liabilities
|
|
$
|
8,825
|
|
|
$
|
9,588
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||
Weighted average remaining lease term
|
|
17 years
|
|
|
16 years
|
|
Weighted average discount rate
|
|
6.15
|
%
|
|
6.11
|
%
|
5.
|
INCOME TAXES
|
6.
|
LONG-TERM DEBT
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
7.750% Senior Notes (excluding unamortized discount)
|
|
$
|
144,088
|
|
|
$
|
144,088
|
|
Senior secured revolving credit facility
|
|
—
|
|
|
—
|
|
||
Promissory notes
|
|
17,901
|
|
|
18,317
|
|
||
Total principal balance on borrowings
|
|
161,989
|
|
|
162,405
|
|
||
Portion due within one year
|
|
(17,901
|
)
|
|
(18,317
|
)
|
||
Unamortized debt issuance costs
|
|
(1,219
|
)
|
|
(1,320
|
)
|
||
Unamortized discount, net
|
|
(865
|
)
|
|
(936
|
)
|
||
Long-term debt
|
|
$
|
142,004
|
|
|
$
|
141,832
|
|
7.
|
COMMITMENTS AND CONTINGENCIES
|
8.
|
EARNINGS (LOSS) PER COMMON SHARE
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net loss attributable to Era Group Inc.
|
|
$
|
(7,229
|
)
|
|
$
|
(5,943
|
)
|
Less: Net income attributable to participating securities
|
|
—
|
|
|
—
|
|
||
Net loss attributable to fully vested common stock
|
|
$
|
(7,229
|
)
|
|
$
|
(5,943
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
20,702,670
|
|
|
21,323,312
|
|
||
Diluted(1)
|
|
20,702,670
|
|
|
21,323,312
|
|
||
|
|
|
|
|
||||
Loss per common share, basic and diluted
|
|
$
|
(0.35
|
)
|
|
$
|
(0.28
|
)
|
(1)
|
Excludes weighted average common shares of 203,612 for each of the three months ended March 31, 2020 and 2019, for certain share awards as the effect of their inclusion would have been antidilutive.
|
9.
|
REVENUES
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating revenues:
|
|
|
|
||||
U.S.
|
$
|
38,992
|
|
|
$
|
34,214
|
|
International
|
14,988
|
|
|
13,616
|
|
||
Total operating revenues
|
$
|
53,980
|
|
|
$
|
47,830
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Oil and gas flight services:
|
|
|
|
||||
U.S.
|
$
|
37,054
|
|
|
$
|
32,466
|
|
International
|
13,281
|
|
|
13,616
|
|
||
Total oil and gas
|
50,335
|
|
|
46,082
|
|
||
Emergency response services
|
3,645
|
|
|
1,748
|
|
||
Total operating revenues
|
$
|
53,980
|
|
|
$
|
47,830
|
|
Dry-leasing revenues:
|
|
|
|
||||
U.S.
|
190
|
|
|
451
|
|
||
International
|
2,886
|
|
|
3,012
|
|
||
Total revenues
|
$
|
57,056
|
|
|
$
|
51,293
|
|
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.
|
10.
|
RELATED PARTY TRANSACTIONS
|
11.
|
SHARE-BASED COMPENSATION
|
|
Number of Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2019
|
626,399
|
|
|
$
|
10.31
|
|
Restricted stock awards granted:
|
|
|
|
|||
Non-employee directors
|
40,430
|
|
|
$
|
7.54
|
|
Employees
|
513,685
|
|
|
$
|
7.54
|
|
Vested
|
(282,263
|
)
|
|
$
|
10.44
|
|
Non-vested as of March 31, 2020
|
898,251
|
|
|
$
|
8.56
|
|
12.
|
GUARANTORS OF SECURITIES
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
111,654
|
|
|
$
|
—
|
|
|
$
|
1,864
|
|
|
$
|
—
|
|
|
$
|
113,518
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, operating, net of allowance for doubtful accounts
|
—
|
|
|
28,738
|
|
|
5,364
|
|
|
—
|
|
|
34,102
|
|
|||||
Trade, dry-leasing
|
—
|
|
|
5,754
|
|
|
—
|
|
|
—
|
|
|
5,754
|
|
|||||
Tax receivable
|
—
|
|
|
2
|
|
|
2,157
|
|
|
—
|
|
|
2,159
|
|
|||||
Other
|
—
|
|
|
14,594
|
|
|
412
|
|
|
—
|
|
|
15,006
|
|
|||||
Inventories, net
|
—
|
|
|
19,927
|
|
|
14
|
|
|
—
|
|
|
19,941
|
|
|||||
Prepaid expenses
|
991
|
|
|
2,108
|
|
|
313
|
|
|
—
|
|
|
3,412
|
|
|||||
Total current assets
|
112,645
|
|
|
71,123
|
|
|
10,124
|
|
|
—
|
|
|
193,892
|
|
|||||
Property and equipment
|
—
|
|
|
876,767
|
|
|
16,818
|
|
|
—
|
|
|
893,585
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(340,873
|
)
|
|
(4,584
|
)
|
|
—
|
|
|
(345,457
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
535,894
|
|
|
12,234
|
|
|
—
|
|
|
548,128
|
|
|||||
Operating lease right-of-use
|
—
|
|
|
7,526
|
|
|
1,146
|
|
|
—
|
|
|
8,672
|
|
|||||
Investments in consolidated subsidiaries
|
189,347
|
|
|
—
|
|
|
—
|
|
|
(189,347
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
|||||
Deferred income taxes
|
11,711
|
|
|
—
|
|
|
—
|
|
|
(11,711
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
285,926
|
|
|
—
|
|
|
—
|
|
|
(285,926
|
)
|
|
—
|
|
|||||
Other assets
|
524
|
|
|
873
|
|
|
329
|
|
|
—
|
|
|
1,726
|
|
|||||
Total assets
|
$
|
600,153
|
|
|
$
|
615,416
|
|
|
$
|
23,925
|
|
|
$
|
(486,984
|
)
|
|
$
|
752,510
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
1,239
|
|
|
$
|
10,078
|
|
|
$
|
1,158
|
|
|
$
|
—
|
|
|
$
|
12,475
|
|
Accrued wages and benefits
|
625
|
|
|
4,767
|
|
|
1,173
|
|
|
—
|
|
|
6,565
|
|
|||||
Accrued interest
|
3,259
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
3,309
|
|
|||||
Accrued income taxes
|
2,273
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
2,297
|
|
|||||
Accrued other taxes
|
—
|
|
|
1,201
|
|
|
338
|
|
|
—
|
|
|
1,539
|
|
|||||
Accrued contingencies
|
—
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
701
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
17,901
|
|
|
—
|
|
|
—
|
|
|
17,901
|
|
|||||
Other current liabilities
|
1,126
|
|
|
1,904
|
|
|
280
|
|
|
—
|
|
|
3,310
|
|
|||||
Total current liabilities
|
8,522
|
|
|
35,901
|
|
|
3,674
|
|
|
—
|
|
|
48,097
|
|
|||||
Long-term debt
|
142,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,004
|
|
|||||
Deferred income taxes
|
—
|
|
|
112,788
|
|
|
907
|
|
|
(11,711
|
)
|
|
101,984
|
|
|||||
Intercompany payables
|
—
|
|
|
220,529
|
|
|
65,417
|
|
|
(285,946
|
)
|
|
—
|
|
|||||
Operating lease liabilities
|
—
|
|
|
6,219
|
|
|
884
|
|
|
—
|
|
|
7,103
|
|
|||||
Deferred gains and other liabilities
|
—
|
|
|
920
|
|
|
—
|
|
|
—
|
|
|
920
|
|
|||||
Total liabilities
|
150,526
|
|
|
376,357
|
|
|
70,882
|
|
|
(297,657
|
)
|
|
300,108
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
2,752
|
|
|
—
|
|
|
2,752
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,756,272 outstanding, exclusive of treasury shares
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||
Additional paid-in capital
|
452,703
|
|
|
100,306
|
|
|
4,562
|
|
|
(104,870
|
)
|
|
452,701
|
|
|||||
Retained earnings
|
7,438
|
|
|
138,753
|
|
|
(54,271
|
)
|
|
(84,457
|
)
|
|
7,463
|
|
|||||
Treasury shares, at cost, 1,236,282 shares
|
(10,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,744
|
)
|
|||||
Total equity
|
449,627
|
|
|
239,059
|
|
|
(49,709
|
)
|
|
(189,327
|
)
|
|
449,650
|
|
|||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
600,153
|
|
|
$
|
615,416
|
|
|
$
|
23,925
|
|
|
$
|
(486,984
|
)
|
|
$
|
752,510
|
|
|
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)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
51,918
|
|
|
$
|
12,150
|
|
|
$
|
(7,012
|
)
|
|
$
|
57,056
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
32,441
|
|
|
13,077
|
|
|
(7,012
|
)
|
|
38,506
|
|
|||||
Administrative and general
|
4,583
|
|
|
7,323
|
|
|
839
|
|
|
—
|
|
|
12,745
|
|
|||||
Depreciation
|
—
|
|
|
9,295
|
|
|
212
|
|
|
—
|
|
|
9,507
|
|
|||||
Total costs and expenses
|
4,583
|
|
|
49,059
|
|
|
14,128
|
|
|
(7,012
|
)
|
|
60,758
|
|
|||||
Loss on asset dispositions, net
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Operating income (loss)
|
(4,583
|
)
|
|
2,825
|
|
|
(1,978
|
)
|
|
—
|
|
|
(3,736
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
378
|
|
|
337
|
|
|
34
|
|
|
—
|
|
|
749
|
|
|||||
Interest expense
|
(3,281
|
)
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
|
(3,439
|
)
|
|||||
Foreign currency losses, net
|
(24
|
)
|
|
(45
|
)
|
|
(1,635
|
)
|
|
—
|
|
|
(1,704
|
)
|
|||||
Other, net
|
—
|
|
|
12
|
|
|
(2
|
)
|
|
—
|
|
|
10
|
|
|||||
Total other income (expense)
|
(2,927
|
)
|
|
146
|
|
|
(1,603
|
)
|
|
—
|
|
|
(4,384
|
)
|
|||||
Income (loss) before income taxes and equity earnings
|
(7,510
|
)
|
|
2,971
|
|
|
(3,581
|
)
|
|
—
|
|
|
(8,120
|
)
|
|||||
Income tax (benefit) expense
|
(1,072
|
)
|
|
241
|
|
|
—
|
|
|
—
|
|
|
(831
|
)
|
|||||
Income (loss) before equity earnings
|
(6,438
|
)
|
|
2,730
|
|
|
(3,581
|
)
|
|
—
|
|
|
(7,289
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
(795
|
)
|
|
—
|
|
|
—
|
|
|
795
|
|
|
—
|
|
|||||
Net income (loss)
|
(7,233
|
)
|
|
2,730
|
|
|
(3,581
|
)
|
|
795
|
|
|
(7,289
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(7,233
|
)
|
|
$
|
2,730
|
|
|
$
|
(3,521
|
)
|
|
$
|
795
|
|
|
$
|
(7,229
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
45,314
|
|
|
$
|
13,617
|
|
|
$
|
(7,638
|
)
|
|
$
|
51,293
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
30,049
|
|
|
14,285
|
|
|
(7,638
|
)
|
|
36,696
|
|
|||||
Administrative and general
|
1,242
|
|
|
6,672
|
|
|
961
|
|
|
—
|
|
|
8,875
|
|
|||||
Depreciation
|
—
|
|
|
9,197
|
|
|
253
|
|
|
—
|
|
|
9,450
|
|
|||||
Total costs and expenses
|
1,242
|
|
|
45,918
|
|
|
15,499
|
|
|
(7,638
|
)
|
|
55,021
|
|
|||||
Loss on asset dispositions, net
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|||||
Operating loss
|
(1,242
|
)
|
|
(728
|
)
|
|
(1,882
|
)
|
|
—
|
|
|
(3,852
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
196
|
|
|
504
|
|
|
52
|
|
|
—
|
|
|
752
|
|
|||||
Interest expense
|
(3,241
|
)
|
|
(213
|
)
|
|
(7
|
)
|
|
—
|
|
|
(3,461
|
)
|
|||||
Foreign currency losses, net
|
(40
|
)
|
|
(49
|
)
|
|
(37
|
)
|
|
—
|
|
|
(126
|
)
|
|||||
Other, net
|
—
|
|
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Total other income (expense)
|
(3,085
|
)
|
|
241
|
|
|
(2
|
)
|
|
—
|
|
|
(2,846
|
)
|
|||||
Loss before income taxes and equity earnings
|
(4,327
|
)
|
|
(487
|
)
|
|
(1,884
|
)
|
|
—
|
|
|
(6,698
|
)
|
|||||
Income tax (benefit) expense
|
336
|
|
|
(1,924
|
)
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|||||
Income (loss) before equity earnings
|
(4,663
|
)
|
|
1,437
|
|
|
(1,884
|
)
|
|
—
|
|
|
(5,110
|
)
|
|||||
Equity in earnings (losses) of subsidiaries
|
(1,280
|
)
|
|
(975
|
)
|
|
—
|
|
|
1,280
|
|
|
(975
|
)
|
|||||
Net income (loss)
|
(5,943
|
)
|
|
462
|
|
|
(1,884
|
)
|
|
1,280
|
|
|
(6,085
|
)
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
|||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,742
|
)
|
|
$
|
1,280
|
|
|
$
|
(5,943
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(7,233
|
)
|
|
$
|
2,730
|
|
|
$
|
(3,581
|
)
|
|
$
|
795
|
|
|
$
|
(7,289
|
)
|
Comprehensive income (loss)
|
(7,233
|
)
|
|
2,730
|
|
|
(3,581
|
)
|
|
795
|
|
|
(7,289
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(7,233
|
)
|
|
$
|
2,730
|
|
|
$
|
(3,521
|
)
|
|
$
|
795
|
|
|
$
|
(7,229
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,884
|
)
|
|
$
|
1,280
|
|
|
$
|
(6,085
|
)
|
Comprehensive income (loss)
|
(5,943
|
)
|
|
462
|
|
|
(1,884
|
)
|
|
1,280
|
|
|
(6,085
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
|||||
Comprehensive income (loss) attributable to Era Group Inc.
|
$
|
(5,943
|
)
|
|
$
|
462
|
|
|
$
|
(1,742
|
)
|
|
$
|
1,280
|
|
|
$
|
(5,943
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(2,752
|
)
|
|
$
|
708
|
|
|
$
|
(88
|
)
|
|
$
|
—
|
|
|
$
|
(2,132
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(347
|
)
|
|
(53
|
)
|
|
—
|
|
|
(400
|
)
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(292
|
)
|
|
(53
|
)
|
|
—
|
|
|
(345
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(416
|
)
|
|
—
|
|
|
—
|
|
|
(416
|
)
|
|||||
Purchase of treasury shares
|
(561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(561
|
)
|
|||||
Net cash used in financing activities
|
(561
|
)
|
|
(416
|
)
|
|
—
|
|
|
—
|
|
|
(977
|
)
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(394
|
)
|
|
—
|
|
|
(394
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
(3,313
|
)
|
|
—
|
|
|
(535
|
)
|
|
—
|
|
|
(3,848
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
114,971
|
|
|
—
|
|
|
2,395
|
|
|
—
|
|
|
117,366
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
111,658
|
|
|
$
|
—
|
|
|
$
|
1,860
|
|
|
$
|
—
|
|
|
$
|
113,518
|
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
5,477
|
|
|
$
|
(1,386
|
)
|
|
$
|
(1,456
|
)
|
|
$
|
—
|
|
|
$
|
2,635
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
—
|
|
|
(1,221
|
)
|
|
(91
|
)
|
|
—
|
|
|
(1,312
|
)
|
|||||
Purchase of investments
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Principal payments on notes due from equity investees
|
—
|
|
|
2,334
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|||||
Principal payments on third party notes receivable
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Net cash provided by (used in) investing activities
|
(5,000
|
)
|
|
1,217
|
|
|
(91
|
)
|
|
—
|
|
|
(3,874
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(416
|
)
|
|
(126
|
)
|
|
—
|
|
|
(542
|
)
|
|||||
Proceeds from share award plans
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
590
|
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Borrowings and repayments of intercompany debt
|
—
|
|
|
585
|
|
|
—
|
|
|
(585
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
169
|
|
|
(126
|
)
|
|
—
|
|
|
43
|
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
477
|
|
|
—
|
|
|
(1,618
|
)
|
|
—
|
|
|
(1,141
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
48,396
|
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
50,753
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
48,873
|
|
|
$
|
—
|
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
49,612
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
risks related to the Company’s recently announced combination (the “Merger”) with Bristow Group Inc. (“Bristow”), including:
|
◦
|
the ability of Bristow and the Company to obtain necessary shareholder approvals,
|
◦
|
the ability to satisfy all necessary conditions on the anticipated closing timeline or at all,
|
◦
|
the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the Merger,
|
◦
|
conditions imposed in order to obtain required regulatory approvals for the Merger,
|
◦
|
the costs incurred to consummate the Merger,
|
◦
|
the possibility that the expected synergies from the Merger will not be realized,
|
◦
|
difficulties related to the integration of the two companies,
|
◦
|
disruption from the anticipated Merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and
|
◦
|
the diversion of management time and attention to the anticipated combination;
|
•
|
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 the coronavirus pandemic (“COVID-19”) and general economic conditions and fluctuations in worldwide prices of, and demand for, oil and natural gas on such activity levels, including instances of below-zero prices in oil futures and concerns of an excess of oil supply for a sustained period and limitations of storage capacity for such excess oil supply;
|
•
|
the impact of the COVID-19 pandemic and supply decisions by Saudi Arabia and Russia have resulted in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for the Company's services;
|
•
|
the Company’s reliance on a limited number of customers and the reduction of its customer base as a result of bankruptcies or consolidation;
|
•
|
risks that the Company’s customers reduce or cancel contracted services or tender processes or obtain comparable services through other forms of transportation;
|
•
|
the Company’s dependence on United States (“U.S.”) government agency contracts that are subject to budget appropriations;
|
•
|
cost savings initiatives implemented by the Company’s customers;
|
•
|
risks inherent in operating helicopters;
|
•
|
the Company’s ability to maintain an acceptable safety record and level of reliability;
|
•
|
the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities;
|
•
|
the impact of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely on the Company’s business, including its operations and ability to service customers, results of operations or financial condition and/or the market value of the affected helicopters;
|
•
|
the Company’s ability to successfully expand into other geographic and aviation service markets;
|
•
|
risks associated with political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of the Company’s assets or result in claims of a force majeure situation;
|
•
|
the impact of declines in the global economy and financial markets;
|
•
|
the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services;
|
•
|
risks related to investing in new lines of aviation service without realizing the expected benefits;
|
•
|
risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment;
|
•
|
the Company’s reliance on a limited number of helicopter manufacturers and suppliers;
|
•
|
the Company’s ongoing need to replace aging helicopters;
|
•
|
the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts;
|
•
|
information technology related risks;
|
•
|
the impact of allocation of risk between the Company and its customers;
|
•
|
the liability, legal fees and costs in connection with providing emergency response services;
|
•
|
adverse weather conditions and seasonality;
|
•
|
risks associated with the Company’s debt structure;
|
•
|
the Company’s counterparty credit risk exposure;
|
•
|
the impact of operational and financial difficulties of the Company’s joint ventures and partners and the risks associated with identifying and securing joint venture partners when needed;
|
•
|
conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees;
|
•
|
adverse results of legal proceedings;
|
•
|
risks associated with significant increases in fuel costs;
|
•
|
the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage;
|
•
|
the possibility of labor problems;
|
•
|
the attraction and retention of qualified personnel;
|
•
|
restrictions on the amount of foreign ownership of the Company’s common stock; and
|
•
|
various other matters and factors, many of which are beyond the Company’s control.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
39,182
|
|
|
69
|
|
|
$
|
34,665
|
|
|
68
|
|
International
|
17,874
|
|
|
31
|
|
|
16,628
|
|
|
32
|
|
||
Total revenues
|
57,056
|
|
|
100
|
|
|
51,293
|
|
|
100
|
|
||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||
Operating:
|
|
|
|
|
|
|
|
||||||
Personnel
|
14,909
|
|
|
26
|
|
|
13,029
|
|
|
26
|
|
||
Repairs and maintenance
|
11,142
|
|
|
20
|
|
|
12,710
|
|
|
25
|
|
||
Insurance and loss reserves
|
1,653
|
|
|
3
|
|
|
1,204
|
|
|
2
|
|
||
Fuel
|
3,079
|
|
|
5
|
|
|
3,402
|
|
|
7
|
|
||
Leased-in equipment
|
59
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||
Other
|
7,664
|
|
|
14
|
|
|
6,301
|
|
|
12
|
|
||
Total operating expenses
|
38,506
|
|
|
68
|
|
|
36,696
|
|
|
72
|
|
||
Administrative and general
|
12,745
|
|
|
22
|
|
|
8,875
|
|
|
17
|
|
||
Depreciation and amortization
|
9,507
|
|
|
17
|
|
|
9,450
|
|
|
19
|
|
||
Total costs and expenses
|
60,758
|
|
|
107
|
|
|
55,021
|
|
|
108
|
|
||
Loss on asset dispositions, net
|
(34
|
)
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
||
Operating loss
|
(3,736
|
)
|
|
(7
|
)
|
|
(3,852
|
)
|
|
(8
|
)
|
||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
749
|
|
|
1
|
|
|
752
|
|
|
1
|
|
||
Interest expense
|
(3,439
|
)
|
|
(6
|
)
|
|
(3,461
|
)
|
|
(7
|
)
|
||
Foreign currency losses, net
|
(1,704
|
)
|
|
(3
|
)
|
|
(126
|
)
|
|
—
|
|
||
Other, net
|
10
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||
Total other income (expense)
|
(4,384
|
)
|
|
(8
|
)
|
|
(2,846
|
)
|
|
(6
|
)
|
||
Loss before income taxes and equity earnings
|
(8,120
|
)
|
|
(14
|
)
|
|
(6,698
|
)
|
|
(13
|
)
|
||
Income tax benefit
|
(831
|
)
|
|
(1
|
)
|
|
(1,588
|
)
|
|
(3
|
)
|
||
Loss before equity earnings
|
(7,289
|
)
|
|
(13
|
)
|
|
(5,110
|
)
|
|
(10
|
)
|
||
Equity loss, net of tax
|
—
|
|
|
—
|
|
|
(975
|
)
|
|
(2
|
)
|
||
Net loss
|
(7,289
|
)
|
|
(13
|
)
|
|
(6,085
|
)
|
|
(12
|
)
|
||
Net loss attributable to noncontrolling interest in subsidiary
|
60
|
|
|
—
|
|
|
142
|
|
|
—
|
|
||
Net loss attributable to Era Group Inc.
|
$
|
(7,229
|
)
|
|
(13
|
)
|
|
$
|
(5,943
|
)
|
|
(12
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
||||||||
|
(in thousands)
|
|
%
|
|
(in thousands)
|
|
%
|
||||
Revenues:
|
|
|
|
|
|
|
|
||||
Oil and gas: (1)
|
|
|
|
|
|
|
|
||||
U.S.
|
$
|
37,054
|
|
|
65
|
|
$
|
32,466
|
|
|
63
|
International
|
13,281
|
|
|
23
|
|
13,616
|
|
|
27
|
||
Total oil and gas
|
50,335
|
|
|
88
|
|
46,082
|
|
|
90
|
||
Dry-leasing
|
3,076
|
|
|
6
|
|
3,463
|
|
|
7
|
||
Emergency response services
|
3,645
|
|
|
6
|
|
1,748
|
|
|
3
|
||
|
$
|
57,056
|
|
|
100
|
|
$
|
51,293
|
|
|
100
|
(1)
|
Primarily oil and gas activities, but also includes revenues from utility services.
|
|
|
Helicopters
|
|
Max.
Pass.(1)
|
|
Cruise
Speed
(mph)
|
|
Approx.
Range
(miles)
|
|
Average
Age (years)
|
|||||
Heavy:
|
|
|
|
|
|
|
|
|
|
|
|||||
S92
|
|
4
|
|
|
19
|
|
|
175
|
|
|
620
|
|
|
4
|
|
H225
|
|
1
|
|
|
19
|
|
|
162
|
|
|
582
|
|
|
12
|
|
AW189
|
|
4
|
|
|
16
|
|
|
173
|
|
|
490
|
|
|
4
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Medium:
|
|
|
|
|
|
|
|
|
|
|
|||||
AW139
|
|
36
|
|
|
12
|
|
|
173
|
|
|
426
|
|
|
10
|
|
S76 C+/C++
|
|
5
|
|
|
12
|
|
|
161
|
|
|
348
|
|
|
13
|
|
B212
|
|
3
|
|
|
11
|
|
|
115
|
|
|
299
|
|
|
38
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Light—twin engine:
|
|
|
|
|
|
|
|
|
|
|
|||||
A109
|
|
6
|
|
|
7
|
|
|
161
|
|
|
405
|
|
|
13
|
|
EC135
|
|
10
|
|
|
7
|
|
|
138
|
|
|
288
|
|
|
10
|
|
BO105
|
|
3
|
|
|
4
|
|
|
138
|
|
|
276
|
|
|
31
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Light—single engine:
|
|
|
|
|
|
|
|
|
|
|
|||||
A119
|
|
13
|
|
|
7
|
|
|
161
|
|
|
270
|
|
|
13
|
|
AS350
|
|
17
|
|
|
5
|
|
|
138
|
|
|
361
|
|
|
22
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
||||
Total Fleet
|
|
102
|
|
|
|
|
|
|
|
|
14
|
|
(1)
|
In typical configuration for our operations.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in thousands)
|
||||||
Cash flows provided by or (used in):
|
|
|
|
||||
Operating activities
|
$
|
(2,132
|
)
|
|
$
|
2,635
|
|
Investing activities
|
(345
|
)
|
|
(3,874
|
)
|
||
Financing activities
|
(977
|
)
|
|
43
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(394
|
)
|
|
55
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(3,848
|
)
|
|
$
|
(1,141
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating income before depreciation and gains (losses) on asset dispositions, net
|
$
|
5,805
|
|
|
$
|
5,722
|
|
Changes in operating assets and liabilities before interest and income taxes
|
(6,587
|
)
|
|
(4,160
|
)
|
||
Interest paid, net of capitalized interest
|
(332
|
)
|
|
(353
|
)
|
||
Interest received
|
637
|
|
|
595
|
|
||
Income taxes paid
|
(2,300
|
)
|
|
(14
|
)
|
||
Other
|
645
|
|
|
845
|
|
||
Total cash flows provided by (used in) operating activities
|
$
|
(2,132
|
)
|
|
$
|
2,635
|
|
•
|
Capital expenditures were $0.4 million, which consisted primarily of helicopter spare parts.
|
•
|
Net principal payments received from third parties were $0.1 million.
|
•
|
Net principal payments received from equity investees and third parties were $2.4 million.
|
•
|
Capital expenditures were $1.3 million, which consisted primarily of helicopter spare parts, and leasehold improvements.
|
•
|
Purchase of investments was $5.0 million.
|
•
|
Purchases of treasury shares were $0.6 million.
|
•
|
Principal payments on long-term debt were $0.4 million.
|
•
|
Proceeds from share award plans were $0.6 million.
|
•
|
Principal payments on long-term debt were $0.5 million.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per
Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
January 1, 2020 - January 31, 2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,298,578
|
|
February 1, 2020 - February 29, 2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,298,578
|
|
March 1, 2020 - March 31, 2020(1)
|
83,456
|
|
|
$
|
6.78
|
|
|
—
|
|
|
$
|
15,298,578
|
|
ITEM 6.
|
EXHIBITS
|
2.1 *
|
|
|
2.2 *
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
Era Group Inc. (Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE:
|
May 5, 2020
|
By:
|
|
/s/ Jennifer D. Whalen
|
|
|
|
|
|
Jennifer D. Whalen, Senior Vice President, Chief Financial Officer
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Era Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2020
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this quarterly report on Form 10-Q of Era Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2020
|
|
|
||
/s/ Jennifer D. Whalen
|
|
|
Name:
|
Jennifer D. Whalen
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
May 5, 2020
|
|
|
||
/s/ Christopher S. Bradshaw
|
||
Name:
|
Christopher S. Bradshaw
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer) |
Date:
|
May 5, 2020
|
|
|
||
/s/ Jennifer D. Whalen
|
||
Name:
|
Jennifer D. Whalen
|
|
Title:
|
Senior Vice President, Chief Financial Officer
(Principal Financial Officer) |