SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q |
|X| | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2001. |
|_| | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to . |
Commission file number: 0-24293 LMI AEROSPACE, INC. |
Missouri (State or Other Jurisdiction of Incorporation or Organization) | 43-1309065 (I.R.S. Employer Identification No.) |
3600 Mueller Road St. Charles, Missouri (Address of Principal Executive Offices) | 63302-0900 (ZIP Code) |
(636) 946-6525 |
Title of class of Common Stock | Number of Shares outstanding as of May 1, 2001 |
Common Stock, par value $.02 per share | 8,065,518 |
LMI AEROSPACE, INC.QUARTERLY REPORT ON FORM 10-QFOR THE FISCAL QUARTER ENDING MARCH 31, 2001INDEX |
PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001 1 Condensed Consolidated Statements of Operations for the three months ending March 31, 2000 and 2001 2 Condensed Consolidated Statements of Cash Flows for the the three months ending March 31, 2000 and 2001 3 Notes to Unaudited Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 6 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 7 SIGNATURE PAGE 8 EXHIBIT INDEX 9
LMI Aerospace, Inc.Condensed Consolidated Balance Sheets |
December 31, March 31, 2000 2001 (unaudited) ------------------------------ Assets Current assets: Cash and cash equivalents $ 1,676 $ 1,685 Investments 536 580 Trade accounts receivable, net 6,627 7,702 Inventories 15,909 15,945 Prepaid expenses 361 364 Income taxes receivable 498 446 Deferred income taxes 781 781 ------------------------------ Total current assets 26,388 27,503 Property, plant, and equipment, net 21,059 21,196 Other assets 2,233 2,314 ------------------------------ 49,680 51,013 ============================== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 3,570 $ 3,435 Accrued expenses 1,962 2,142 Income taxes payable -- 475 Current installments of long-term debt 104 106 ------------------------------ Total current liabilities 5,636 6,158 Long-term debt, less current installments 121 94 Deferred income taxes 1,245 1,260 ------------------------------ Total noncurrent liabilities 1,366 1,354 Stockholders' equity: Common stock of $.02 par value; authorized 28,000,000 shares; issued 8,734,422 at December 31, 2000 and at March 31, 2001 175 175 Additional paid-in capital 26,164 26,164 Treasury Stock, at cost, 628,604 and 668,904 shares in 2000 and 2001 (3,174) (3,263) Accumulated other comprehensive loss (272) (243) Retained earnings 19,785 20,668 ------------------------------ Total stockholders' equity 42,678 43,501 ------------------------------ $ 49,680 $ 51,013 ============================== See accompanying notes.
LMI Aerospace, Inc.Condensed Consolidated Statements of Operations |
For the Three Months Ended March 31 2000 2001 ------------------------------- Net sales $ 14,520 $ 16,048 Cost of sales 12,289 12,345 ------------------------------- Gross profit 2,231 3,703 Selling, general, and administrative expenses 2,535 2,342 ------------------------------- Income (loss) from operations (304) 1,361 Other 16 (4) -------------------------------- Income (loss) before income taxes (288) 1,357 Provision for (Benefit of) income taxes (101) 475 -------------------------------- Income (loss) before cumulative effect of change in accounting principle (187) 882 Cumulative effect of change in accounting Principle net of income tax benefit of (164) -- $88 -------------------------------- Net income (loss) $ (351) $882 ================================ Amounts per common share: Income (loss) before cumulative effect of change in accounting principle $ (0.02) $0.11 Cumulative effect at change in accounting principle (0.02) -- -------------------------------- Net income (loss) per common share $(0.04) $0.11 ================================ Net income (loss) per common share - assuming dilution $ (0.04) $0.11 ================================ Weighted average common shares outstanding 8,208,467 8,080,969 ================================ Weighted average dilutive stock options outstanding -- 11,593 ================================ See accompanying notes.
LMI Aerospace, Inc. |
For the Three Months Ended March 31 2000 2001 ----------------------------------- Operating activities Net income (loss) $ (351) $ 882 Adjustments to reconcile net income to Net cash provided by operating activities: Depreciation and amortization 870 868 Changes in operating assets and liabilities: Trade accounts receivable 426 (1,075) Inventories (701) (36) Prepaid expenses and other assets 44 (130) Income taxes payable (195) 527 Accounts payable (372) (135) Accrued expenses 129 180 --------------------------------- Net cash generated (used) in operating activities (150) 1,081 Investing activities Additions to property, plant, and equipment, net (1,140) (958) Proceeds from sale of property, plant and equipment 194 -- Purchases of investments (504) -- --------------------------------- Net cash used in investing activities (1,450) (958) Financing activities Principal payments on long-term debt (24) (25) Treasury stock transactions, net (14) (89) --------------------------------- Net cash used in financing activities (38) (114) Activities Net change in cash and cash equivalents (1,638) 9 Cash and cash equivalents, beginning of period 5,908 1,676 --------------------------------- Cash and cash equivalents, end of period $ 4,270 1,685 ================================= See accompanying notes.
LMI Aerospace, Inc. |
First Quarter Ended 3/31/00 As Previously Reported As Restated ------------- ----------- Net Sales $14,761 $14,520 Gross Profit 2,241 2,231 Loss before cumulative effect of change in accounting principal (180) (187) Cumulative effect of change in accounting principle -- (164) Net Loss (180) (351) Amounts per common share: Loss before cumulative effect of change in accounting principle (.02) (.02) Cumulative effect of change in accounting principle -- (.02) Net loss $ (.02) $ (.04) Net loss - assuming dilution $ (.02) $ (.04)
2. InventoriesInventories consist of the following: |
December 31, March 31, 2000 2001 ------------------------------------ Raw materials $ 3,842 3,881 Work in process 3,380 3,183 Finished goods 8,687 8,881 ------------------------------------ 15,909 15,945 ====================================
3. Subsequent EventsOn April 1, 2001, the Company purchased certain assets and liabilities of Tempco Engineering, Inc. and Hyco Precision, Inc. (together referred to as “Tempco”), two related companies in Sun Valley, California for $14,250. The Company may pay additional contingent consideration of up to $1,250, based on the financial results of Tempco over the next two years. Tempco had sales of $16,000 for the year ended December 31, 2000 and had total assets of $10,000 as of December 31, 2000. This acquisition will be accounted for under the purchase method of accounting and has been excluded from the consolidated financial statements of the Company as of March 31, 2001. The cost to acquire Tempco will be allocated to the assets acquired and liabilities assumed according to their estimated fair values at the time of the acquisition. In order to facilitate the acquisition of Tempco, the Company amended its current loan agreement entering into a three year borrowing agreement ("Borrowing Agreement") on April 2, 2001. This Borrowing Agreement provides financing up to $15,500 and bears interest at LIBOR plus 3%. The Company drew $14,250 on this Borrowing Agreement on April 2, 2001. The Borrowing Agreement is secured by all assets of the Company, excluding real property, and contains financial covenants requiring minimum levels of cash flow coverage and EBITDA. As of March 31, 2001, the Company has not drawn upon the original loan agreement, which is a $7,000 secured line of credit. Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL |
(a) | Exhibit No. | Description |
10.1 | Fifth Amendment to and Restatement of Loan Agreement dated as of April 2, 2001. |
10.2 | Employment Agreement between Tempco Engineering, Inc. and Ernest R. Star dated April 2, 2001. |
(b) | Reports on Form 8-K. |
On March 30, 2001, the Company filed a Report on Form 8-K relating to the issuance of a press release announcing fiscal 2000 fourth quarter earnings. |
SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
LMI AEROSPACE, INC. |
Date: May 15, 2001 | By: /s/ Lawrence E. Dickinson Lawrence E. Dickinson Chief Financial Officer and Secretary |
EXHIBIT INDEX |
Exhibit Number | Description |
10.1 | Fifth Amendment to and Restatement of Loan Agreement dated as of April 2, 2001. |
10.2 | Employment Agreement between Tempco Engineering, Inc. and Ernest R. Star dated April 2, 2001. |