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, which consist of the Company’s primarily foreign subsidiaries; • Consolidating entries and eliminations represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the Parent Company investments in 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. Amounts presented in the following tables are in thousands. Condensed Consolidating Balance Sheet Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 13 $ 71 $ 2,045 $ — $ 2,129 Restricted cash — — 373 — 373 Accounts receivable, net 18,053 15,887 6,542 38 40,520 Prepaid expenses and other current assets 3,637 1,028 568 — 5,233 Total current assets 21,703 16,986 9,528 38 48,255 Aircraft, net 125,095 60,501 536 — 186,132 Aircraft support parts, net 111,735 27,631 288 (45 ) 139,609 Aircraft held for sale 5,880 5,316 1,152 — 12,348 Property, plant and equipment, net 20,367 4,606 580 — 25,553 Other assets 311,798 8,309 624 (310,470 ) 10,261 Other intangible assets, net 2,205 13,582 — — 15,787 Goodwill, net — 160,533 3,937 (762 ) 163,708 Total assets $ 598,783 $ 297,464 $ 16,645 $ (311,239 ) $ 601,653 Liabilities and equity (deficit) Current liabilities: Accounts payable $ 6,165 $ 6,270 $ 1,225 $ — $ 13,660 Current portion of long-term debt 7,292 913 — — 8,205 Accrued expenses and other current liabilities 15,524 1,588 716 — 17,828 Total current liabilities 28,981 8,771 1,941 — 39,693 Credit facility 96,165 — — — 96,165 Long-term debt, less current portion 362,585 2,197 — — 364,782 Other liabilities (30,830 ) 26,046 16,504 — 11,720 Total liabilities 456,901 37,014 18,445 — 512,360 Equity (deficit): Erickson Incorporated shareholders’ equity (deficit): Common stock 1 — 7,052 (7,052 ) 1 Additional paid-in capital 181,259 297,994 33 (298,027 ) 181,259 Accumulated deficit (34,322 ) (37,544 ) (7,545 ) (5,490 ) (84,901 ) Accumulated other comprehensive loss (5,056 ) — (1,974 ) (759 ) (7,789 ) Total shareholders’ equity (deficit) attributable to Erickson Incorporated 141,882 260,450 (2,434 ) (311,328 ) 88,570 Noncontrolling interests — — 634 89 723 Total equity (deficit) 141,882 260,450 (1,800 ) (311,239 ) 89,293 Total liabilities and equity (deficit) $ 598,783 $ 297,464 $ 16,645 $ (311,239 ) $ 601,653 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 7,036 1,171 1,228 22 9,457 Total current assets 20,296 27,644 11,465 66 59,471 Aircraft, net 134,594 86,674 4,127 — 225,395 Aircraft support parts, net 106,721 30,482 435 (45 ) 137,593 Property, plant and equipment, net 18,937 3,493 1,031 — 23,461 Other assets 312,261 4,337 501 (305,093 ) 12,006 Other intangible assets, net 2,205 15,726 2,122 — 20,053 Goodwill, net — 210,356 5,647 (762 ) 215,241 Total assets $ 595,014 $ 378,712 $ 25,328 $ (305,834 ) $ 693,220 Liabilities and equity (deficit) Current liabilities: Accounts payable $ 6,021 $ 11,465 $ 2,358 $ — $ 19,844 Current portion of long-term debt 2,438 — — — 2,438 Accrued expenses and other current liabilities (54,974 ) 49,166 25,135 22 19,349 Total current liabilities (46,515 ) 60,631 27,493 22 41,631 Credit facility 87,062 — — — 87,062 Long-term debt, less current portion 360,359 — — — 360,359 Other liabilities 23,742 708 (1,295 ) — 23,155 Total liabilities 424,648 61,339 26,198 22 512,207 Equity (deficit): Erickson Incorporated shareholders’ 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 shareholders’ equity (deficit) attributable to Erickson Incorporated 170,366 317,373 (1,504 ) (305,948 ) 180,287 Noncontrolling interests — — 634 92 726 Total equity (deficit) 170,366 317,373 (870 ) (305,856 ) 181,013 Total liabilities and equity (deficit) $ 595,014 $ 378,712 $ 25,328 $ (305,834 ) $ 693,220 Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net $ 156,772 $ 124,503 $ 48,326 $ (32,081 ) $ 297,520 Cost of revenues 109,062 124,345 48,623 (31,785 ) 250,245 Gross profit (loss) 47,710 158 (297 ) (296 ) 47,275 Operating expenses: General and administrative 25,244 1,104 2,543 — 28,891 Research and development 2,673 2 — — 2,675 Selling and marketing 5,595 19 131 (296 ) 5,449 Impairment of goodwill — 49,823 — — 49,823 Impairment of other assets 7,858 5,939 1,439 — 15,236 Total operating expenses 41,370 56,887 4,113 (296 ) 102,074 Operating income (loss) 6,340 (56,729 ) (4,410 ) — (54,799 ) Interest expense, net (36,402 ) (387 ) (284 ) — (37,073 ) Other income (expense), net (342 ) 193 672 (6 ) 517 Net loss before income taxes and noncontrolling interests (30,404 ) (56,923 ) (4,022 ) (6 ) (91,355 ) Income tax expense (benefit) (5,075 ) — 352 — (4,723 ) Net loss (25,329 ) (56,923 ) (4,374 ) (6 ) (86,632 ) Less: net income attributable to noncontrolling interests — — — (81 ) (81 ) Net loss attributable to Erickson Incorporated $ (25,329 ) $ (56,923 ) $ (4,374 ) $ (87 ) $ (86,713 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues net $ 151,502 $ 163,094 $ 55,663 $ (23,650 ) $ 346,609 Cost of revenues 96,815 145,054 47,328 (23,482 ) 265,715 Gross profit 54,687 18,040 8,335 (168 ) 80,894 Operating expenses: General and administrative 22,280 910 3,416 — 26,606 Research and development 3,782 — — — 3,782 Selling and marketing 6,048 595 429 (168 ) 6,904 Impairment of goodwill — 21,272 — — 21,272 Total operating expenses 32,110 22,777 3,845 (168 ) 58,564 Operating income (loss) 22,577 (4,737 ) 4,490 — 22,330 Interest income (expense), net (35,210 ) 20 (610 ) — (35,800 ) Other income (expense), net (3,600 ) 2,286 229 (108 ) (1,193 ) Net income (loss) before income taxes and noncontrolling interests (16,233 ) (2,431 ) 4,109 (108 ) (14,663 ) Income tax expense (benefit) (6,433 ) — 2,001 — (4,432 ) Net income (loss) (9,800 ) (2,431 ) 2,108 (108 ) (10,231 ) Less: net income attributable to noncontrolling interests — — — (61 ) (61 ) Net income (loss) attributable to Erickson Incorporated $ (9,800 ) $ (2,431 ) $ 2,108 $ (169 ) $ (10,292 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net $ 161,500 $ 128,109 $ 52,852 $ (24,240 ) $ 318,221 Cost of revenues 100,270 100,429 47,543 (24,211 ) 224,031 Gross profit 61,230 27,680 5,309 (29 ) 94,190 Operating expenses: General and administrative 27,775 5,116 4,844 (61 ) 37,674 Research and development 4,000 — — — 4,000 Selling and marketing 4,577 775 123 49 5,524 Total operating expenses 36,352 5,891 4,967 (12 ) 47,198 Operating income 24,878 21,789 342 (17 ) 46,992 Interest income (expense), net (25,103 ) 1 (73 ) — (25,175 ) Other income (expense), net (5,515 ) 16 33 (365 ) (5,831 ) Net income (loss) before income taxes and noncontrolling interest (5,740 ) 21,806 302 (382 ) 15,986 Income tax expense (benefit) 5,311 (5 ) 814 — 6,120 Net income (loss) (11,051 ) 21,811 (512 ) (382 ) 9,866 Less: net income attributable to noncontrolling interests — — — (209 ) (209 ) Net income (loss) attributable to Erickson Incorporated $ (11,051 ) $ 21,811 $ (512 ) $ (591 ) $ 9,657 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 $ (25,329 ) $ (56,923 ) $ (4,374 ) $ (6 ) $ (86,632 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 23,391 17,326 1,597 — 42,314 Impairment of goodwill — 49,823 — — 49,823 Impairment of other assets 7,858 5,939 1,439 15,236 Deferred income taxes (3,116 ) — 173 — (2,943 ) Amortization of debt issuance costs 2,660 — — — 2,660 Non-cash interest expense 886 — — — 886 Stock-based compensation 294 — — — 294 Other non-cash (income) expense, net 3,915 (31 ) (29 ) 3,855 Changes in operating assets and liabilities: Accounts receivable (4,938 ) 10,311 (2,376 ) 6 3,003 Prepaid expenses and other current assets 3,006 143 832 22 4,003 Aircraft support parts, net 1,301 2,148 (65 ) — 3,384 Aircraft held for sale 2,000 400 — — 2,400 Other assets 962 (1,122 ) (117 ) (1 ) (278 ) Accounts payable 145 (5,196 ) (656 ) — (5,707 ) Accrued expenses and other current liabilities 11,827 (12,629 ) 1,973 (20 ) 1,151 Other liabilities (12,030 ) (250 ) — (1 ) (12,281 ) Net cash provided by (used in) operating activities 12,832 9,939 (1,603 ) — 21,168 Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (16,733 ) (9,387 ) (6 ) — (26,126 ) Proceeds from sale-leaseback of aircraft 5,078 — — — 5,078 Restricted cash 136 — (32 ) — 104 Net cash used in investing activities (11,519 ) (9,387 ) (38 ) — (20,944 ) Cash flows from financing activities: Credit facility borrowings 188,890 — — — 188,890 Credit facility payments (180,231 ) — — — (180,231 ) Long-term debt principal payments, including capital lease payments (6,140 ) (755 ) — — (6,895 ) Other long-term borrowings (156 ) — — — (156 ) Debt issuance costs (224 ) — — — (224 ) Shares withheld for payment of taxes (53 ) — — — (53 ) Net cash provided by (used in) financing activities 2,086 (755 ) — — 1,331 Effect of foreign currency exchange rates on cash and cash equivalents (3,393 ) — (1,130 ) — (4,523 ) Net change in cash and cash equivalents 6 (203 ) (2,771 ) — (2,968 ) Cash and cash equivalents at beginning of year 7 274 4,816 — 5,097 Cash and cash equivalents at end of year $ 13 $ 71 $ 2,045 $ — $ 2,129 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) $ (9,800 ) $ (2,431 ) $ 2,108 $ (108 ) $ (10,231 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 23,366 10,769 768 — 34,903 Impairment of goodwill — 21,272 — — 21,272 Deferred income taxes (8,224 ) — 434 — (7,790 ) Amortization of debt issuance costs 2,433 — — — 2,433 Non-cash interest expense 324 — — — 324 Stock-based compensation 861 — — — 861 Other non-cash income, net (121 ) (2,209 ) (205 ) — (2,535 ) Changes in operating assets and liabilities: Accounts receivable 4,173 14,361 1,143 42 19,719 Prepaid expenses and other current assets (4,838 ) (591 ) 341 (22 ) (5,110 ) Aircraft support parts, net (17,900 ) 1,177 (517 ) — (17,240 ) Other assets 1,741 3,620 241 — 5,602 Accounts payable (2,161 ) (6,422 ) (273 ) — (8,856 ) Accrued expenses and other current liabilities (4,809 ) (14,760 ) (475 ) 21 (20,023 ) Other liabilities (54 ) 709 — — 655 Net cash provided by (used in) operating activities (15,009 ) 25,495 3,565 (67 ) 13,984 Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (30,110 ) (25,574 ) (1,123 ) — (56,807 ) Proceeds from sale-leaseback of aircraft 24,660 — — — 24,660 Restricted cash 13 365 1,844 — 2,222 Increase in other assets — — (126 ) — (126 ) Dividends paid to noncontrolling interest — — (136 ) 67 (69 ) Net cash provided by (used in) investing activities (5,437 ) (25,209 ) 459 67 (30,120 ) Cash flows from financing activities: Proceeds from shareholders, net 414 — — — 414 Credit facility payments (206,686 ) — — — (206,686 ) Credit facility borrowings 227,939 — — — 227,939 Other long-term borrowings 409 — — — 409 Debt issuance costs (371 ) — — — (371 ) Shares withheld for payment of taxes (211 ) — — — (211 ) Net cash provided by financing activities 21,494 — — — 21,494 Effect of foreign currency exchange rates on cash and cash equivalents (1,617 ) — (525 ) — (2,142 ) Net change in cash and cash equivalents (569 ) 286 3,499 — 3,216 Cash and cash equivalents at beginning of year 576 (12 ) 1,317 — 1,881 Cash and cash equivalents at end of year $ 7 $ 274 $ 4,816 $ — $ 5,097 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) $ (11,051 ) $ 21,811 $ (512 ) $ (382 ) $ 9,866 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 25,535 7,400 393 — 33,328 Deferred income taxes 4,543 — 554 117 5,214 Amortization of debt issuance costs 2,067 — — — 2,067 Non-cash interest expense 1,877 — — — 1,877 Stock-based compensation 792 — — — 792 Other non-cash (income) expense, net 3,491 (23 ) 47 — 3,515 Changes in operating assets and liabilities: Accounts receivable (5,866 ) (15,440 ) 298 17 (20,991 ) Prepaid expenses and other current assets (444 ) 1,454 332 — 1,342 Aircraft support parts, net (12,354 ) (19,692 ) — 45 (32,001 ) Other assets (1,114 ) (2,124 ) 107 — (3,131 ) Accounts payable 1,304 (21,376 ) 570 — (19,502 ) Accrued expenses and other current liabilities (45,424 ) 43,153 (1,267 ) (3,116 ) (6,654 ) Other liabilities (514 ) — — — (514 ) Net cash provided by (used in) operating activities (37,158 ) 15,163 522 (3,319 ) (24,792 ) Cash flows from investing activities: Acquisition of businesses, net of cash acquired (235,029 ) 5,139 22 3,000 (226,868 ) Purchases of aircraft and property, plant and equipment (35,530 ) (19,950 ) (624 ) — (56,104 ) Restricted cash 992 (364 ) 330 — 958 Purchase of intangible asset (2,205 ) — — — (2,205 ) Increase in other assets 1,660 — (35 ) — 1,625 Dividends paid to noncontrolling interest — — (651 ) 310 (341 ) Net cash used in investing activities (270,112 ) (15,175 ) (958 ) 3,310 (282,935 ) Cash flows from financing activities: Credit facility payments (250,215 ) — — — (250,215 ) Credit facility borrowings 246,377 — — — 246,377 Long-term debt issuances 400,000 — — — 400,000 Long-term debt principal payments (72,572 ) — — — (72,572 ) Debt issuance costs (14,986 ) — — — (14,986 ) Shares withheld for payment of taxes (716 ) — — — (716 ) Net cash provided by financing activities 307,888 — — — 307,888 Effect of foreign currency exchange rates on cash and cash equivalents (83 ) — 326 9 252 Net change in cash and cash equivalents 535 (12 ) (110 ) — 413 Cash and cash equivalents at beginning of year 41 — 1,427 — 1,468 Cash and cash equivalents at end of year $ 576 $ (12 ) $ 1,317 $ — $ 1,881 |