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 “2020 Senior Notes”). In lieu of providing separate audited financial statements for each guarantor subsidiary, the Company has included the following condensed consolidating financial information in accordance with Rule 3-10 of SEC Regulation S-X for: • Erickson Incorporated (the ‘‘Parent Company’’), the issuer of the guaranteed obligations; • Subsidiaries of EI that guarantee the Company’s obligations under the 2020 Senior Notes, referred to as “Guarantor Subsidiaries;” • 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 its 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 liability 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 amounts presented 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 $ 797 $ 102 $ 2,384 $ — $ 3,283 Restricted cash — — 222 — 222 Accounts receivable, net 17,680 14,354 9,789 38 41,861 Prepaid expenses and other current assets 4,615 837 752 — 6,204 Total current assets 23,092 15,293 13,147 38 51,570 Aircraft, net 105,503 38,598 888 — 144,989 Aircraft parts, net 126,616 46,897 187 (45 ) 173,655 Aircraft held for sale 1,500 4,700 — — 6,200 Property, plant and equipment, net 18,709 4,326 555 — 23,590 Other assets 311,813 7,329 619 (310,470 ) 9,291 Other intangible assets, net 2,205 12,509 — — 14,714 Goodwill, net — 160,532 — (762 ) 159,770 Total assets $ 589,438 $ 290,184 $ 15,396 $ (311,239 ) $ 583,779 Liabilities and equity (deficit) Current liabilities: Accounts payable $ 12,413 $ 13,983 $ 1,829 $ — $ 28,225 Current portion of long-term debt 7,451 970 — — 8,421 Accrued expenses and other current liabilities 16,473 3,872 2,015 — 22,360 Total current liabilities 36,337 18,825 3,844 — 59,006 Credit facility 119,523 — — — 119,523 Long-term debt, less current portion 359,660 1,697 — — 361,357 Other liabilities (8,811 ) 10,070 16,690 — 17,949 Total liabilities 506,709 30,592 20,534 — 557,835 Equity (deficit): Erickson Incorporated shareholders’ equity (deficit): Common stock 1 — 7,053 (7,053 ) 1 Additional paid-in capital 181,396 297,994 5,785 (303,779 ) 181,396 Accumulated deficit (94,453 ) (38,402 ) (17,028 ) — (149,883 ) Accumulated other comprehensive loss (4,215 ) — (1,581 ) (747 ) (6,543 ) Total Erickson Incorporated shareholders’ equity (deficit) 82,729 259,592 (5,771 ) (311,579 ) 24,971 Noncontrolling interests — — 633 340 973 Total equity (deficit) 82,729 259,592 (5,138 ) (311,239 ) 25,944 Total liabilities and equity (deficit) $ 589,438 $ 290,184 $ 15,396 $ (311,239 ) $ 583,779 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 108,792 46,589 536 — 155,917 Aircraft parts, net 128,038 41,543 288 (45 ) 169,824 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 long-term 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 Erickson Incorporated shareholders’ equity (deficit) 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 Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net $ 23,847 $ 23,634 $ 11,838 $ (8,481 ) $ 50,838 Cost of revenues 31,549 17,261 11,669 (8,311 ) 52,168 Gross (loss) profit (7,702 ) 6,373 169 (170 ) (1,330 ) Operating expenses: General and administrative 6,257 (192 ) 96 — 6,161 Research and development 699 — — — 699 Selling and marketing 2,606 176 34 (170 ) 2,646 Loss on idle aircraft — 7,815 — — 7,815 Impairment of goodwill — — 4,523 — 4,523 Impairment of other assets 1,480 4,647 — — 6,127 Total operating expenses 11,042 12,446 4,653 (170 ) 27,971 Operating loss (18,744 ) (6,073 ) (4,484 ) — (29,301 ) Interest expense, net (9,302 ) (84 ) (89 ) — (9,475 ) Other (expense) income, net (717 ) 7 682 — (28 ) Net loss before income taxes (28,763 ) (6,150 ) (3,891 ) — (38,804 ) Income tax (benefit) expense (320 ) — 228 — (92 ) Net loss (28,443 ) (6,150 ) (4,119 ) — (38,712 ) Less: net income related to noncontrolling interests — — — (286 ) (286 ) Net loss attributable to Erickson Incorporated $ (28,443 ) $ (6,150 ) $ (4,119 ) $ (286 ) $ (38,998 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net $ 29,495 $ 32,133 $ 13,285 $ (7,894 ) $ 67,019 Cost of revenues 23,264 31,687 11,999 (7,849 ) 59,101 Gross profit 6,231 446 1,286 (45 ) 7,918 Operating expenses: General and administrative 4,742 337 768 — 5,847 Research and development 583 — — — 583 Selling and marketing 1,338 4 33 (45 ) 1,330 Total operating expenses 6,663 341 801 (45 ) 7,760 Operating (loss) income (432 ) 105 485 — 158 Interest expense, net (9,172 ) (109 ) (94 ) — (9,375 ) Other (expense) income, net (367 ) 143 (109 ) 2 (331 ) Net (loss) income before income taxes (9,971 ) 139 282 2 (9,548 ) Income tax expense 342 — 349 — 691 Net (loss) income (10,313 ) 139 (67 ) 2 (10,239 ) Less: net loss related to noncontrolling interests — — — 118 118 Net (loss) income attributable to Erickson Incorporated $ (10,313 ) $ 139 $ (67 ) $ 120 $ (10,121 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net $ 43,773 $ 45,223 $ 21,071 $ (14,400 ) $ 95,667 Cost of revenues 62,029 33,230 20,031 (14,219 ) 101,071 Gross (loss) profit (18,256 ) 11,993 1,040 (181 ) (5,404 ) Operating expenses: General and administrative 12,100 18 535 — 12,653 Research and development 1,330 — — — 1,330 Selling and marketing 4,430 213 66 (181 ) 4,528 Loss on idle aircraft — 7,815 — — 7,815 Impairment of goodwill — — 4,523 — 4,523 Impairment of other assets 1,480 4,647 — — 6,127 Total operating expenses 19,340 12,693 5,124 (181 ) 36,976 Operating loss (37,596 ) (700 ) (4,084 ) — (42,380 ) Interest expense, net (18,458 ) (175 ) (89 ) — (18,722 ) Other (expense) income, net (1,703 ) 11 653 — (1,039 ) Net loss before income taxes (57,757 ) (864 ) (3,520 ) — (62,141 ) Income tax expense 2,373 — 205 — 2,578 Net loss (60,130 ) (864 ) (3,725 ) — (64,719 ) Less: net income related to noncontrolling interests — — — (263 ) (263 ) Net loss attributable to Erickson Incorporated $ (60,130 ) $ (864 ) $ (3,725 ) $ (263 ) $ (64,982 ) Condensed Consolidating Statement of Operations Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Revenues, net 53,823 67,477 26,177 (16,496 ) $ 130,981 Cost of revenues 48,461 64,516 25,516 (16,417 ) 122,076 Gross profit 5,362 2,961 661 (79 ) 8,905 Operating expenses: General and administrative 10,779 151 1,468 — 12,398 Research and development 1,461 — — — 1,461 Selling and marketing 3,045 54 65 (79 ) 3,085 Impairment of goodwill — 49,823 — — 49,823 Impairment of other assets 3,441 2,749 953 — 7,143 Total operating expenses 18,726 52,777 2,486 (79 ) 73,910 Operating loss (13,364 ) (49,816 ) (1,825 ) — (65,005 ) Interest expense, net (18,201 ) (186 ) (200 ) — (18,587 ) Other (expense) income, net (2,110 ) 162 296 (4 ) (1,656 ) Net loss before income taxes (33,675 ) (49,840 ) (1,729 ) (4 ) (85,248 ) Income tax (benefit) expense (199 ) — 273 — 74 Net loss (33,476 ) (49,840 ) (2,002 ) (4 ) (85,322 ) Less: net loss related to noncontrolling interests — — — 231 231 Net loss attributable to Erickson Incorporated $ (33,476 ) $ (49,840 ) $ (2,002 ) $ 227 $ (85,091 ) 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 $ (60,130 ) $ (864 ) $ (3,725 ) $ — $ (64,719 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 9,894 9,134 60 — 19,088 Impairment of goodwill — — 4,523 — 4,523 Impairment of other assets 1,480 4,647 — — 6,127 Amortization of debt issuance costs 1,238 — — — 1,238 Amortization of debt discount 277 — — — 277 Stock-based compensation 137 — — — 137 Deferred income taxes 1,461 — 336 — 1,797 Loss (gain) on sales of aircraft and other property and equipment 231 933 (9 ) — 1,155 Changes in operating assets and liabilities: Accounts receivable 373 1,533 (3,017 ) — (1,111 ) Prepaid expenses and other current assets (696 ) 192 (599 ) — (1,103 ) Aircraft parts, net (1,119 ) (2,906 ) 166 — (3,859 ) Other assets (14 ) 981 16 — 983 Aircraft held for sale (1,359 ) (1,741 ) (583 ) — (3,683 ) Accounts payable 6,408 7,713 540 — 14,661 Accrued expenses and other current liabilities 18,624 (17,239 ) 1,970 — 3,355 Other long-term liabilities (1,724 ) 3,553 (4 ) — 1,825 Net cash (used in) provided by operating activities (24,919 ) 5,936 (326 ) — (19,309 ) Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (615 ) (5,464 ) (6 ) — (6,085 ) Proceeds from sales of aircraft and other property and equipment 6,401 — 467 — 6,868 Restricted cash — — 155 — 155 Net cash provided by (used in) investing activities 5,786 (5,464 ) 616 — 938 Cash flows from financing activities: Credit facility payments (56,643 ) — — — (56,643 ) Credit facility borrowings 79,891 — — — 79,891 Long-term debt principal payments, including capital lease payments (3,896 ) (441 ) — — (4,337 ) Debt issuance costs (276 ) — — — (276 ) Net cash provided by (used in) financing activities 19,076 (441 ) — — 18,635 Effect of foreign currency exchange rates on cash and cash equivalents 841 — 49 — 890 Net increase in cash and cash equivalents 784 31 339 — 1,154 Cash and cash equivalents at beginning of period 13 71 2,045 — 2,129 Cash and cash equivalents at end of period $ 797 $ 102 $ 2,384 $ — $ 3,283 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 (used in) provided by operating activities: Depreciation and amortization 10,898 7,399 419 — 18,716 Impairment of goodwill — 49,823 — — 49,823 Impairment of other assets 3,441 2,749 953 — 7,143 Amortization of debt issuance costs 1,254 — — — 1,254 Amortization of debt discount 406 — — — 406 Stock-based compensation 97 — — — 97 Deferred income taxes (1,627 ) — (60 ) — (1,687 ) (Gain) loss on sales of aircraft and other property and equipment (91 ) (204 ) 24 — (271 ) Changes in operating assets and liabilities: Accounts receivable (2,984 ) 2,537 (4,029 ) 4 (4,472 ) Prepaid expenses and other current assets 433 (141 ) (104 ) 22 210 Aircraft parts, net 977 512 (758 ) — 731 Other assets 500 (1,964 ) (151 ) — (1,615 ) Accounts payable 1,034 (287 ) (722 ) — 25 Accrued expenses and other current liabilities 9,097 (12,856 ) 3,515 (22 ) (266 ) Other liabilities 263 (125 ) — — 138 Net cash (used in) provided by operating activities (9,778 ) (2,397 ) (2,915 ) — (15,090 ) Cash flows from investing activities: Purchases of aircraft and property, plant and equipment (9,770 ) (1,997 ) (72 ) — (11,839 ) Proceeds from sale of aircraft — 4,500 — — 4,500 Restricted cash — — 124 — 124 Net cash (used in) provided by investing activities (9,770 ) 2,503 52 — (7,215 ) Cash flows from financing activities: Credit facility payments (73,182 ) — — — (73,182 ) Credit facility borrowings 97,553 — — — 97,553 Long-term debt principal payments, including capital lease payments (3,001 ) (339 ) — — (3,340 ) Other long-term borrowings (84 ) — — — (84 ) Debt issuance costs (137 ) — — — (137 ) Shares withheld for payment of taxes (32 ) — — — (32 ) Net cash provided by (used in) financing activities 21,117 (339 ) — — 20,778 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 |