Consolidating Financial Information | Consolidating Financial Information Certain of the Company’s subsidiaries have guaranteed its obligations under the $355.0 million outstanding principal amount of 8.25% notes due 2020 . The following presents the condensed consolidating financial information for: • Erickson Incorporated (the ‘‘Parent Company’’), the issuer of the guaranteed obligations; • Guarantor subsidiaries, on a combined basis, as specified in the indenture related to the Company’s obligations under the 2020 Senior Notes; • Non-guarantor subsidiaries, on a combined basis; • Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in the Company’s subsidiaries, and (c) record consolidating entries; and • Erickson Incorporated and Subsidiaries on a consolidated basis. Each guarantor subsidiary was 100% owned by the Parent Company as of the date of each condensed consolidating balance sheet presented. The 2020 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. All figures presented are in thousands. Figures presented as of June 30, 2015 and 2014, and for the three and six months ended June 30, 2015 and 2014 are unaudited. Condensed Consolidating Balance Sheet Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 16 $ 41 $ 1,709 $ — $ 1,766 Restricted cash 136 — 223 — 359 Accounts receivable, net 16,100 23,661 8,653 40 48,454 Inventory 8,667 — — — 8,667 Prepaid expenses and other current assets 6,243 1,142 1,048 — 8,433 Income tax receivable 150 170 289 — 609 Deferred tax assets 1,240 — (104 ) 204 1,340 Total current assets 32,552 25,014 11,818 244 69,628 Aircraft support parts, net 105,672 29,971 1,129 (45 ) 136,727 Assets held for sale 3,800 2,550 2,086 — 8,436 Aircraft, net 81,953 30,658 — — 112,611 Property, plant and equipment, net 73,710 41,664 1,430 — 116,804 Goodwill — 160,532 4,986 (762 ) 164,756 Other intangible assets, net 2,205 14,654 1,890 — 18,749 Other non-current assets 321,715 4,566 664 (305,094 ) 21,851 Total assets $ 621,607 $ 309,609 $ 24,003 $ (305,657 ) $ 649,562 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable 7,055 11,178 1,254 — $ 19,487 Current portion of long-term debt 3,843 859 — — 4,702 Accrued and other current liabilities (31,393 ) 26,789 26,883 — 22,279 Income tax payable (340 ) — 368 — 28 Deferred tax liabilities 246 — — (246 ) — Total current liabilities (20,589 ) 38,826 28,505 (246 ) 46,496 Long-term debt, less current portion 11,319 2,667 — — 13,986 Long-term revolving credit facilities 113,710 — — — 113,710 Long-term notes payable 355,000 — — — 355,000 Other long-term liabilities 16,229 584 63 — 16,876 Uncertain tax positions 6,668 — — — 6,668 Deferred tax liabilities 3,874 — (1,165 ) 450 3,159 Total liabilities 486,211 42,077 27,403 204 555,895 Stockholders’ equity (deficit): Common stock 1 — 1,675 (1,675 ) 1 Additional paid-in capital 181,083 297,994 33 (298,027 ) 181,083 Retained earnings (accumulated deficit) (42,465 ) (30,462 ) (5,176 ) (5,176 ) (83,279 ) Accumulated other comprehensive loss (3,223 ) — (566 ) (755 ) (4,544 ) Total stockholders’ equity (deficit) attributable to Erickson Incorporated 135,396 267,532 (4,034 ) (305,633 ) 93,261 Noncontrolling interest — — 634 (228 ) 406 Total stockholders’ equity (deficit) 135,396 267,532 (3,400 ) (305,861 ) 93,667 Total liabilities and stockholders’ equity $ 621,607 $ 309,609 $ 24,003 $ (305,657 ) $ 649,562 Condensed Consolidating Balance Sheet Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 7 $ 274 $ 4,816 $ — $ 5,097 Restricted cash 136 — 431 — 567 Accounts receivable, net 13,117 26,199 4,990 44 44,350 Prepaid expenses and other current assets 6,506 1,171 1,103 — 8,780 Income tax receivable 320 — 335 22 677 Deferred tax assets 1,440 — (210 ) — 1,230 Total current assets 21,526 27,644 11,465 66 60,701 Aircraft support parts, net 106,721 30,482 435 (45 ) 137,593 Aircraft, net 82,799 42,405 3,017 — 128,221 Property, plant and equipment, net 70,732 47,762 2,141 — 120,635 Other intangible assets, net 2,205 15,726 2,122 — 20,053 Goodwill — 210,356 5,647 (762 ) 215,241 Other non-current assets 323,332 4,337 501 (305,093 ) 23,077 Total assets $ 607,315 $ 378,712 $ 25,328 $ (305,834 ) $ 705,521 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts Payable 6,021 11,465 2,358 — $ 19,844 Current portion of long-term debt 4,144 — — — 4,144 Accrued and other current liabilities (54,577 ) 49,166 24,998 (553 ) 19,034 Income tax payable (397 ) — 137 575 315 Deferred tax liabilities 884 — — — 884 Total current liabilities (43,925 ) 60,631 27,493 22 44,221 Long-term debt, less current portion 12,751 — — — 12,751 Long-term revolving credit facilities 89,339 — — — 89,339 Long-term notes payable 355,000 — — — 355,000 Other long-term liabilities 12,410 708 63 — 13,181 Uncertain tax positions 6,313 — — — 6,313 Deferred tax liabilities 5,061 — (1,358 ) — 3,703 Total liabilities 436,949 61,339 26,198 22 524,508 Stockholders’ equity (deficit): Common stock 1 — 1,675 (1,675 ) 1 Additional paid-in capital 181,018 297,994 33 (298,027 ) 181,018 Retained earnings (accumulated deficit) (8,993 ) 19,379 (3,171 ) (5,403 ) 1,812 Accumulated other comprehensive loss (1,660 ) — (41 ) (843 ) (2,544 ) Total stockholders’ equity (deficit) attributable to Erickson Incorporated 170,366 317,373 (1,504 ) (305,948 ) 180,287 Noncontrolling interest — — 634 92 726 Total stockholders’ equity (deficit) 170,366 317,373 (870 ) (305,856 ) 181,013 Total liabilities and stockholders’ equity $ 607,315 $ 378,712 $ 25,328 $ (305,834 ) $ 705,521 Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net revenues: $ 29,495 $ 34,433 $ 13,285 $ (7,894 ) $ 69,319 Cost of revenues 23,264 34,173 11,999 (7,849 ) 61,587 Gross profit 6,231 260 1,286 (45 ) 7,732 Operating expenses: General and administrative 4,742 151 768 — 5,661 Research and development 583 — — — 583 Selling and marketing 1,338 4 33 (45 ) 1,330 Total operating expenses 6,663 155 801 (45 ) 7,574 Operating income (loss) (432 ) 105 485 — 158 Other income (expense): Interest expense, net (9,172 ) (109 ) (94 ) — (9,375 ) Other income (expense), net (367 ) 143 (109 ) 2 (331 ) Total other income (expense) (9,539 ) 34 (203 ) 2 (9,706 ) Net income (loss) before income taxes and noncontrolling interest (9,971 ) 139 282 2 (9,548 ) Income tax expense 342 — 349 — 691 Net income (loss) (10,313 ) 139 (67 ) 2 (10,239 ) Less: Net loss related to noncontrolling interest — — — 118 118 Net income (loss) attributable to Erickson Incorporated and common stockholders $ (10,313 ) $ 139 $ (67 ) $ 120 $ (10,121 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net revenues: $ 26,817 $ 44,706 $ 13,853 $ (4,491 ) $ 80,885 Cost of revenues 23,371 37,232 11,389 (4,491 ) 67,501 Gross profit 3,446 7,474 2,464 — 13,384 Operating expenses: General and administrative 5,848 185 961 — 6,994 Research and development 738 — — — 738 Selling and marketing 1,617 163 30 — 1,810 Impairment of goodwill — 21,272 — — 21,272 Total operating expenses 8,203 21,620 991 — 30,814 Operating income (loss) (4,757 ) (14,146 ) 1,473 — (17,430 ) Other income (expense): Interest income (expense), net (8,957 ) — (154 ) — (9,111 ) Other income (expense), net (712 ) (4 ) (63 ) (64 ) (843 ) Total other income (expense) (9,669 ) (4 ) (217 ) (64 ) (9,954 ) Net income (loss) before income taxes and noncontrolling interest (14,426 ) (14,150 ) 1,256 (64 ) (27,384 ) Income tax expense (benefit) (12,109 ) — 1,887 — (10,222 ) Net income (loss) (2,317 ) (14,150 ) (631 ) (64 ) (17,162 ) Less: Net loss related to noncontrolling interest — — — 53 53 Net income (loss) attributable to Erickson Incorporated and common stockholders $ (2,317 ) $ (14,150 ) $ (631 ) $ (11 ) $ (17,109 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net revenues: $ 53,823 $ 71,977 $ 26,177 $ (16,496 ) $ 135,481 Cost of revenues 48,461 68,815 25,516 (16,417 ) 126,375 Gross profit 5,362 3,162 661 (79 ) 9,106 Operating expenses: General and administrative 10,779 352 1,468 — 12,599 Research and development 1,461 — — — 1,461 Selling and marketing 3,045 54 65 (79 ) 3,085 Impairment of goodwill — 49,823 — — 49,823 Other asset impairment 3,441 2,749 953 — 7,143 Total operating expenses 18,726 52,978 2,486 (79 ) 74,111 Operating loss (13,364 ) (49,816 ) (1,825 ) — (65,005 ) Other income (expense): Interest expense, net (18,201 ) (186 ) (200 ) — (18,587 ) Other income (expense), net (2,110 ) 162 296 (4 ) (1,656 ) Total other income (expense) (20,311 ) (24 ) 96 (4 ) (20,243 ) Net loss before income taxes and noncontrolling interest (33,675 ) (49,840 ) (1,729 ) (4 ) (85,248 ) Income tax expense (benefit) (199 ) — 273 — 74 Net loss (33,476 ) (49,840 ) (2,002 ) (4 ) (85,322 ) Less: Net loss related to noncontrolling interest — — — 231 231 Net income (loss) attributable to Erickson Incorporated and common stockholders $ (33,476 ) $ (49,840 ) $ (2,002 ) $ 227 $ (85,091 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net revenues: $ 51,444 $ 87,458 $ 25,413 $ (9,246 ) $ 155,069 Cost of revenues 45,267 75,008 23,130 (9,246 ) 134,159 Gross profit 6,177 12,450 2,283 — 20,910 Operating expenses: General and administrative 11,487 606 1,698 — 13,791 Research and development 2,056 — — — 2,056 Selling and marketing 3,664 320 60 — 4,044 Impairment of goodwill — 21,272 — — 21,272 Total operating expenses 17,207 22,198 1,758 — 41,163 Operating income (loss) (11,030 ) (9,748 ) 525 — (20,253 ) Other income (expense): Interest income (expense), net (17,466 ) 17 (415 ) — (17,864 ) Other income (expense), net (1,311 ) 22 4 (77 ) (1,362 ) Total other income (expense) (18,777 ) 39 (411 ) (77 ) (19,226 ) Net income (loss) before income taxes and noncontrolling interest (29,807 ) (9,709 ) 114 (77 ) (39,479 ) Income tax expense (benefit) (15,915 ) — 1,123 — (14,792 ) Net loss (13,892 ) (9,709 ) (1,009 ) (77 ) (24,687 ) Less: Net income related to noncontrolling interest — — — (16 ) (16 ) Net loss attributable to Erickson Incorporated and common stockholders $ (13,892 ) $ (9,709 ) $ (1,009 ) $ (93 ) $ (24,703 ) Condensed Consolidating Statement of Cash Flows Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (10,313 ) $ 139 $ (67 ) $ 2 $ (10,239 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 5,626 4,071 201 — 9,898 Deferred income taxes (209 ) — (60 ) — (269 ) Non-cash interest expense on debt 229 — — — 229 Stock-based compensation (48 ) — — — (48 ) Amortization of debt issuance costs 630 — — — 630 Gain on sale of equipment (69 ) (3 ) (4 ) — (76 ) Changes in operating assets and liabilities: Accounts receivable 420 1,966 1,203 (2 ) 3,587 Inventory 487 — — — 487 Prepaid expenses and other current assets (259 ) (318 ) 943 — 366 Income tax receivable 170 (170 ) (195 ) — (195 ) Aircraft support parts, net 1,823 515 (774 ) — 1,564 Other non-current assets (202 ) 496 — — 294 Accounts payable 2,024 1,466 (1,260 ) — 2,230 Accrued and other current liabilities (4,720 ) (6,588 ) (1,625 ) — (12,933 ) Income tax payable (14 ) 2 356 — 344 Other long-term liabilities 345 (63 ) — — 282 Net cash provided by (used in) operating activities (4,080 ) 1,513 (1,282 ) — (3,849 ) Cash flows from investing activities: Restricted cash — — 175 — 175 Purchases of aircraft and property, plant and equipment (5,035 ) (1,317 ) 187 — (6,165 ) Net cash provided by (used in) investing activities (5,035 ) (1,317 ) 362 — (5,990 ) Cash flows from financing activities: Shares withheld for payment of taxes (32 ) — — — (32 ) Repayments of subordinated notes (1,000 ) — — — (1,000 ) Repayments of credit facilities (38,971 ) — — — (38,971 ) Borrowings from credit facilities 48,756 — — — 48,756 Other long-term borrowings (36 ) — — — (36 ) Payments under capital leases (1 ) (199 ) — — (200 ) Debt issuance costs (67 ) — — — (67 ) Net cash provided by (used) in financing activities 8,649 (199 ) — — 8,450 Effect of foreign currency exchange rates on cash and cash equivalents 392 — (111 ) — 281 Net decrease in cash and cash equivalents (74 ) (3 ) (1,031 ) — (1,108 ) Cash and cash equivalents at beginning of period 90 44 2,740 — 2,874 Cash and cash equivalents at end of period $ 16 $ 41 $ 1,709 $ — $ 1,766 Condensed Consolidating Statement of Cash Flows Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Cash flows from operating activities: Net loss $ (2,317 ) $ (14,150 ) $ (631 ) $ (64 ) $ (17,162 ) Adjustments to reconcile net iloss to net cash provided by (used in) operating activities: Depreciation and amortization 6,343 2,433 205 — 8,981 Impairment of goodwill — 21,272 — — 21,272 Deferred income taxes (12,711 ) — (45 ) — (12,756 ) Non-cash interest expense on debt 93 — — — 93 Stock-based compensation 236 — — — 236 Non-cash interest income on loans — — — — — Gain on sale of equipment (60 ) — (1 ) — (61 ) Amortization of debt issuance costs 593 — — — 593 Changes in operating assets and liabilities: Accounts receivable (6,243 ) (3,858 ) (2,206 ) 1 (12,306 ) Prepaid expenses and other current assets (893 ) 268 318 — (307 ) Income tax receivable, net (19 ) — 807 — 788 Aircraft support parts, net (4,424 ) (158 ) (269 ) — (4,851 ) Other non-current assets 202 1,157 222 — 1,581 Accounts payable 634 (1,088 ) (810 ) — (1,264 ) Accrued and other current liabilities (16,051 ) 4,688 (935 ) — (12,298 ) Income tax payable (10 ) 4 723 — 717 Other long-term liabilities 264 — — — 264 Net cash provided by (used in) operating activities (34,363 ) 10,568 (2,622 ) (63 ) (26,480 ) Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (8,988 ) (10,493 ) (174 ) — (19,655 ) Proceeds from sale-leaseback of aircraft 24,660 — — — 24,660 Restricted cash — — 1,567 — 1,567 Dividends paid to non-controlling interest — — (136 ) 63 (73 ) Net cash provided by (used in) investing activities 15,672 (10,493 ) 1,257 63 6,499 Cash flows from financing activities: Repayments of credit facilities (54,723 ) — — — (54,723 ) Borrowings from credit facilities 73,264 — — — 73,264 Other long-term borrowings 393 — — — 393 Debt issuance costs (37 ) — — — (37 ) Shares withheld for payment of taxes (166 ) — — — (166 ) Net cash provided by financing activities 18,731 — — — 18,731 Effect of foreign currency exchange rates on cash and cash equivalents 433 — 51 — 484 Net increase (decrease) in cash and cash equivalents 473 75 (1,314 ) — (766 ) Cash and cash equivalents at beginning of period 10 — 3,200 — 3,210 Cash and cash equivalents at end of period $ 483 $ 75 $ 1,886 $ — $ 2,444 Condensed Consolidating Statement of Cash Flows Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Cash flows from operating activities: Net loss $ (33,476 ) $ (49,840 ) $ (2,002 ) $ (4 ) $ (85,322 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 10,898 7,399 419 — 18,716 Impairment of goodwill — 49,823 — — 49,823 Other asset impairment 3,441 2,749 953 — 7,143 Deferred income taxes (1,627 ) — (60 ) — (1,687 ) Non-cash interest expense on debt 406 — — — 406 Stock-based compensation 97 — — — 97 Amortization of debt issuance costs 1,254 — — — 1,254 Loss (gain) on sale of equipment (91 ) (3 ) 24 — (70 ) Changes in operating assets and liabilities Accounts receivable (2,984 ) 2,537 (4,029 ) 4 (4,472 ) Inventory (8,666 ) — — — (8,666 ) Prepaid expenses and other current assets 263 29 (150 ) — 142 Income tax receivable 170 (170 ) 46 22 68 Aircraft support parts, net 287 512 (758 ) — 41 Other non-current assets 500 2,335 (151 ) — 2,684 Accounts payable 1,034 (287 ) (722 ) — 25 Accrued and other current liabilities 13,573 (12,858 ) 3,246 553 4,514 Income tax payable 47 2 269 (575 ) (257 ) Other long-term liabilities 4,096 (125 ) — — 3,971 Net cash provided by (used in) operating activities (10,778 ) 2,103 (2,915 ) — (11,590 ) Cash flows from investing activities: Restricted cash — — 124 — 124 Purchases of aircraft and property, plant and equipment (9,770 ) (1,997 ) (72 ) — (11,839 ) Net cash provided by (used in) investing activities (9,770 ) (1,997 ) 52 — (11,715 ) Cash flows from financing activities: Shares withheld for payment of taxes (32 ) — — — (32 ) Repayments of subordinated notes (2,000 ) — — — (2,000 ) Repayments of credit facilities (73,182 ) — — — (73,182 ) Borrowings from credit facilities 97,553 — — — 97,553 Other long-term borrowings (84 ) — — — (84 ) Payments under capital leases (1 ) (339 ) — — (340 ) Debt issuance costs (137 ) — — — (137 ) Net cash provided by financing activities 22,117 (339 ) — — 21,778 Effect of foreign currency exchange rates on cash and cash equivalents (1,560 ) — (244 ) — (1,804 ) Net increase (decrease) in cash and cash equivalents 9 (233 ) (3,107 ) — (3,331 ) Cash and cash equivalents at beginning of period 7 274 4,816 — 5,097 Cash and cash equivalents at end of period $ 16 $ 41 $ 1,709 $ — $ 1,766 Condensed Consolidating Statement of Cash Flows Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Cash flows from operating activities: Net loss $ (13,892 ) $ (9,709 ) $ (1,009 ) $ (77 ) $ (24,687 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 11,654 4,885 395 — 16,934 Impairment of goodwill — 21,272 — — 21,272 Deferred income taxes (16,830 ) — 90 — (16,740 ) Non-cash interest expense on debt 130 — — — 130 Stock-based compensation 396 — — — 396 Gain on sale of equipment (121 ) (25 ) (45 ) — (191 ) Amortization of debt issuance costs 1,214 — — — 1,214 Changes in operating assets and liabilities: Accounts receivable (1,359 ) 5,906 (2,991 ) 14 1,570 Prepaid expenses and other current assets (1,159 ) (64 ) 317 — (906 ) Income tax receivable, net 41 (3 ) 908 — 946 Aircraft support parts, net (7,759 ) (4,483 ) (473 ) — (12,715 ) Other non-current assets 145 2,753 228 — 3,126 Accounts payable 2,408 (1,285 ) (392 ) — 731 Accrued and other current liabilities (15,843 ) (1,894 ) 1,396 — (16,341 ) Income tax payable (10 ) 4 723 — 717 Other long-term liabilities 558 — — — 558 Net cash provided by (used in) operating activities (40,427 ) 17,357 (853 ) (63 ) (23,986 ) Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (19,623 ) (17,270 ) (245 ) — (37,138 ) Proceeds from sale-leaseback of aircraft 24,660 — — — 24,660 Restricted cash — — 1,767 — 1,767 Dividends paid to noncontrolling interest — — (136 ) 63 (73 ) Net cash provided by (used in) investing activities 5,037 (17,270 ) 1,386 63 (10,784 ) Cash flows from financing activities: Proceeds from shareholders, net 414 — — — 414 Repayments of credit facilities (79,123 ) — — — (79,123 ) Borrowings from credit facilities 113,131 — — — 113,131 Other long-term borrowings 393 — — — 393 Debt issuance costs (267 ) — — — (267 ) Shares withheld for payment of taxes (166 ) — — — (166 ) Net cash provided by financing activities 34,382 — — — 34,382 Effect of foreign currency exchange rates on cash and cash equivalents 915 — 36 — 951 Net increase (decrease) in cash and cash equivalents (93 ) 87 569 — 563 Cash and cash equivalents at beginning of period 576 (12 ) 1,317 — 1,881 Cash and cash equivalents at end of period $ 483 $ 75 $ 1,886 $ — $ 2,444 |