Condensed Consolidating Financial Statements (Notes) | 3 Months Ended |
Mar. 31, 2015 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements |
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LMI Aerospace, Inc. excluding its subsidiaries (“LMIA”) is the parent company, issuer and obligor of the second-priority senior notes due June 19, 2019 (the “Notes”). The payment obligations of LMIA under the Notes are guaranteed and secured by LMIA and all of its subsidiaries other than immaterial subsidiaries as further described below. |
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These notes are guaranteed on a second-priority senior secured basis, jointly and severally, by LMIA (“Guarantor Parent”) and all of its existing and future 100% owned subsidiaries (collectively, the “Guarantor Subsidiaries”) other than immaterial subsidiaries. Such guaranties are full and unconditional. LMIA conducts substantially all of its business through and derives virtually all of its income from its subsidiaries. Therefore, its ability to make required principal and interest payments with respect to its indebtedness depends on the earnings of subsidiaries and its ability to receive funds from its subsidiaries. |
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The notes are secured on a second-priority basis by liens on substantially all of LMIA’s and the Guarantor Subsidiaries’ assets, subject to certain exceptions and permitted liens. The liens securing the notes are contractually subordinated to the liens that secure indebtedness under the revolving credit facility as a result of the lien subordination provisions of the intercreditor agreement to the extent of the value of the collateral securing such indebtedness as well as being subordinated by other existing indebtedness, including industrial revenue bonds, capital leases and other notes payable, to the extent of the value of the collateral that secures such existing indebtedness. As a consequence of this lien subordination and existing indebtedness the notes and the guarantees are effectively subordinated to the extent of the value of the collateral that secures them. Decisions regarding the maintenance and release of the collateral secured by the collateral agreement are made by the lenders under the modified revolving credit facility, and neither the indenture trustee nor the holders of the Notes have control of decisions regarding the release of collateral. |
We have not presented separate financial statements and separate disclosures have not been provided concerning the Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with the Securities and Exchange Commission (the “SEC”) interpretations governing reporting of subsidiary financial information. |
Supplemental condensed consolidating financial information of the Company, including such information for the Guarantor Subsidiaries, is presented below. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and inter-company balances and transactions. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
31-Mar-15 |
(Amounts in thousands) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | $ | 1,986 | | | $ | 578 | | | $ | — | | | $ | 2,564 | |
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Trade accounts receivable, net | 1,322 | | | 59,562 | | | — | | | 60,884 | |
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Intercompany receivables | 154,383 | | | 138,443 | | | (292,826 | ) | | — | |
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Inventories | — | | | 121,746 | | | — | | | 121,746 | |
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Prepaid expenses and other current assets | 8,141 | | | 2,510 | | | — | | | 10,651 | |
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Deferred income taxes | — | | | 4,031 | | | (118 | ) | | 3,913 | |
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Total current assets | 165,832 | | | 326,870 | | | (292,944 | ) | | 199,758 | |
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Property, plant and equipment, net | 3,108 | | | 98,350 | | | — | | | 101,458 | |
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Investments in subsidiaries | 372,460 | | | — | | | (372,460 | ) | | — | |
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Goodwill | — | | | 86,784 | | | — | | | 86,784 | |
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Intangible assets, net | — | | | 49,851 | | | — | | | 49,851 | |
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Deferred income taxes | 118 | | | — | | | (118 | ) | | — | |
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Other assets | 8,345 | | | 1,817 | | | — | | | 10,162 | |
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Total assets | $ | 549,863 | | | $ | 563,672 | | | $ | (665,522 | ) | | $ | 448,013 | |
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Liabilities and shareholders’ equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | $ | 3,010 | | | $ | 19,352 | | | $ | — | | | $ | 22,362 | |
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Accrued expenses | 7,223 | | | 13,363 | | | — | | | 20,586 | |
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Intercompany Payables | 164,415 | | | 128,411 | | | (292,826 | ) | | $ | — | |
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Deferred income taxes | 118 | | | — | | | (118 | ) | | — | |
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Current installments of long-term debt and capital lease obligations | 273 | | | 3,238 | | | — | | | 3,511 | |
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Total current liabilities | 175,039 | | | 164,364 | | | (292,944 | ) | | 46,459 | |
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Long-term debt and capital lease obligations, less current installments | 256,653 | | | 19,700 | | | — | | | 276,353 | |
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Other long-term liabilities | 495 | | | 2,736 | | | — | | | 3,231 | |
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Deferred income taxes | — | | | 4,412 | | | (118 | ) | | 4,294 | |
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Total long-term liabilities | 257,148 | | | 26,848 | | | (118 | ) | | 283,878 | |
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Total shareholders’ equity | 117,676 | | | 372,460 | | | (372,460 | ) | | 117,676 | |
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Total liabilities and shareholders’ equity | $ | 549,863 | | | $ | 563,672 | | | $ | (665,522 | ) | | $ | 448,013 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
31-Dec-14 |
(Amounts in thousands) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | $ | 7,058 | | | $ | 869 | | | $ | — | | | $ | 7,927 | |
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Trade accounts receivable, net | 1,310 | | | 56,924 | | | — | | | 58,234 | |
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Intercompany receivables | 145,980 | | | 145,223 | | | (291,203 | ) | | $ | — | |
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Inventories | — | | | 114,279 | | | — | | | 114,279 | |
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Prepaid expenses and other current assets | 8,325 | | | 1,930 | | | — | | | 10,255 | |
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Deferred income taxes | — | | | 4,031 | | | (118 | ) | | 3,913 | |
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Total current assets | 162,673 | | | 323,256 | | | (291,321 | ) | | 194,608 | |
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Property, plant and equipment, net | 3,148 | | | 96,334 | | | — | | | 99,482 | |
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Investments in subsidiaries | 368,587 | | | — | | | (368,587 | ) | | — | |
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Goodwill | — | | | 86,784 | | | — | | | 86,784 | |
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Intangible assets, net | — | | | 50,940 | | | — | | | 50,940 | |
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Deferred income taxes | 118 | | | — | | | (118 | ) | | — | |
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Other assets | 8,743 | | | 1,879 | | | — | | | 10,622 | |
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Total assets | $ | 543,269 | | | $ | 559,193 | | | $ | (660,026 | ) | | $ | 442,436 | |
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Liabilities and shareholders’ equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | $ | 1,339 | | | $ | 20,416 | | | $ | — | | | $ | 21,755 | |
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Accrued expenses | 13,679 | | | 12,393 | | | — | | | 26,072 | |
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Intercompany Payables | 164,158 | | | 127,045 | | | (291,203 | ) | | $ | — | |
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Deferred income taxes | 118 | | | — | | | (118 | ) | | — | |
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Current installments of long-term debt and capital lease obligations | 335 | | | 3,089 | | | — | | | 3,424 | |
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Total current liabilities | 179,629 | | | 162,943 | | | (291,321 | ) | | 51,251 | |
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Long-term debt and capital lease obligations, less current installments | 245,174 | | | 20,380 | | | — | | | 265,554 | |
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Other long-term liabilities | 331 | | | 2,958 | | | — | | | 3,289 | |
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Deferred income taxes | — | | | 4,325 | | | (118 | ) | | 4,207 | |
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Total long-term liabilities | 245,505 | | | 27,663 | | | (118 | ) | | 273,050 | |
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Total shareholders’ equity | 118,135 | | | 368,587 | | | (368,587 | ) | | 118,135 | |
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Total liabilities and shareholders’ equity | $ | 543,269 | | | $ | 559,193 | | | $ | (660,026 | ) | | $ | 442,436 | |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
Three Months Ended March 31, 2015 |
(Amounts in thousands, except share and per share data) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Sales and service revenue | | | | | | | |
Product sales | $ | 18 | | | $ | 78,457 | | | $ | (18 | ) | | $ | 78,457 | |
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Service revenues | 9,213 | | | 13,993 | | | (9,188 | ) | | 14,018 | |
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Net sales | 9,231 | | | 92,450 | | | (9,206 | ) | | 92,475 | |
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Cost of sales and service revenue | | | | | | | | |
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Cost of product sales | 16 | | | 62,553 | | | (18 | ) | | 62,551 | |
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Cost of service revenues | 9,232 | | | 12,683 | | | (9,188 | ) | | 12,727 | |
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Cost of sales | 9,248 | | | 75,236 | | | (9,206 | ) | | 75,278 | |
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Gross profit | (17 | ) | | 17,214 | | | — | | | 17,197 | |
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Selling, general and administrative expenses | 129 | | | 12,480 | | | — | | | 12,609 | |
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Goodwill and intangible asset impairment | — | | | — | | | — | | | — | |
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Contingent consideration write-off | — | | | — | | | — | | | — | |
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Restructuring expense | 89 | | | 186 | | | — | | | 275 | |
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Acquisitions expense | — | | | — | | | — | | | — | |
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(Loss) income from operations | (235 | ) | | 4,548 | | | — | | | 4,313 | |
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Other income (expense): | | | | | | | | |
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Interest expense | (5,319 | ) | | (272 | ) | | — | | | (5,591 | ) |
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Other, net | 2 | | | 120 | | | — | | | 122 | |
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Income (loss) from equity investments in subsidiaries | 2,411 | | | — | | | (2,411 | ) | | — | |
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Total other expense | (2,906 | ) | | (152 | ) | | (2,411 | ) | | (5,469 | ) |
(Loss) income before income taxes | (3,141 | ) | | 4,396 | | | (2,411 | ) | | (1,156 | ) |
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(Benefit) provision for income taxes | (1,676 | ) | | 1,985 | | | — | | | 309 | |
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Net (loss) income | (1,465 | ) | | 2,411 | | | (2,411 | ) | | (1,465 | ) |
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Other comprehensive income (loss): | | | | | | | |
Change in foreign currency translation adjustment | — | | | (79 | ) | | — | | | (79 | ) |
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Reclassification adjustment for losses on interest rate hedges included in net earnings | — | | | — | | | — | | | — | |
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Unrealized loss on interest rate hedges | — | | | — | | | — | | | — | |
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Total comprehensive (loss) income | $ | (1,465 | ) | | $ | 2,332 | | | $ | (2,411 | ) | | $ | (1,544 | ) |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
Three Months Ended March 31, 2014 |
(Amounts in thousands, except share and per share data) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Sales and service revenue | | | | | | | |
Product sales | $ | 480 | | | $ | 76,484 | | | $ | (480 | ) | | $ | 76,484 | |
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Service revenues | 10,149 | | | 19,279 | | | (10,161 | ) | | 19,267 | |
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Net sales | 10,629 | | | 95,763 | | | (10,641 | ) | | 95,751 | |
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Cost of sales and service revenue | | | | | | | | |
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Cost of product sales | 699 | | | 61,881 | | | (480 | ) | | 62,100 | |
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Cost of service revenues | 9,600 | | | 16,751 | | | (10,161 | ) | | 16,190 | |
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Cost of sales | 10,299 | | | 78,632 | | | (10,641 | ) | | 78,290 | |
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Gross profit | 330 | | | 17,131 | | | — | | | 17,461 | |
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Selling, general and administrative expenses | 22 | | | 13,322 | | | — | | | 13,344 | |
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Goodwill and intangible asset impairment | — | | | — | | | — | | | — | |
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Contingent consideration write-off | — | | | — | | | — | | | — | |
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Restructuring expense | 294 | | | 134 | | | — | | | 428 | |
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Acquisitions expense | — | | | — | | | — | | | — | |
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(Loss) income from operations | 14 | | | 3,675 | | | — | | | 3,689 | |
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Other income (expense): | | | | | | | | |
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Interest expense | (3,966 | ) | | (293 | ) | | — | | | (4,259 | ) |
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Other, net | 28 | | | 84 | | | — | | | 112 | |
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Income (loss) from equity investments in subsidiaries | 2,196 | | | — | | | (2,196 | ) | | — | |
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Total other expense | (1,742 | ) | | (209 | ) | | (2,196 | ) | | (4,147 | ) |
(Loss) income before income taxes | (1,728 | ) | | 3,466 | | | (2,196 | ) | | (458 | ) |
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(Benefit) provision for income taxes | (1,286 | ) | | 1,270 | | | — | | | (16 | ) |
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Net (loss) income | (442 | ) | | 2,196 | | | (2,196 | ) | | (442 | ) |
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Other comprehensive income (loss): | | | | | | | |
Change in foreign currency translation adjustment | — | | | 44 | | | — | | | 44 | |
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Reclassification adjustment for losses on interest rate hedges included in net earnings | — | | | — | | | — | | | — | |
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Unrealized loss on interest rate hedges | (129 | ) | | — | | | — | | | (129 | ) |
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Total comprehensive (loss) income | $ | (571 | ) | | $ | 2,240 | | | $ | (2,196 | ) | | $ | (527 | ) |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Three Months Ended March 31, 2015 |
(Amounts in thousands) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Operating activities: | | | | | | | |
Net (loss)/income | $ | (1,465 | ) | | $ | 2,411 | | | $ | (2,411 | ) | | $ | (1,465 | ) |
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Adjustments for non-cash items | (3,175 | ) | | 6,308 | | | 2,411 | | | 5,544 | |
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Net changes in operating assets and liabilities, net of acquired businesses | (3,583 | ) | | (9,772 | ) | | — | | | (13,355 | ) |
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Intercompany activity | (8,147 | ) | | 8,147 | | | — | | | — | |
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Net cash (used)/provided by operating activities | (16,370 | ) | | 7,094 | | | — | | | (9,276 | ) |
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Investing activities: | | | | | | | | | | | |
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Additions to property, plant and equipment | (25 | ) | | (6,854 | ) | | — | | | (6,879 | ) |
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Acquisitions, net of cash acquired | — | | | — | | | — | | | — | |
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Proceeds from sale of equipment | — | | | — | | | — | | | — | |
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Net cash used by investing activities | (25 | ) | | (6,854 | ) | | — | | | (6,879 | ) |
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Financing activities: | | | | | | | | | | | |
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Proceeds from issuance of debt | — | | | — | | | — | | | — | |
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Principal payments on long-term debt and notes payable | (83 | ) | | (531 | ) | | — | | | (614 | ) |
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Advances on revolving line of credit | 36,000 | | | — | | | — | | | 36,000 | |
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Payments on revolving line of credit | (24,500 | ) | | — | | | — | | | (24,500 | ) |
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Payments for debt issuance cost | (94 | ) | | — | | | — | | | (94 | ) |
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Other, net | — | | | — | | | — | | | — | |
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Net cash provided (used) by financing activities | 11,323 | | | (531 | ) | | — | | | 10,792 | |
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Net (decrease) increase in cash and cash equivalents | (5,072 | ) | | (291 | ) | | — | | | (5,363 | ) |
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Cash and cash equivalents, beginning of year | 7,058 | | | 869 | | | — | | | 7,927 | |
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Cash and cash equivalents, end of year | $ | 1,986 | | | $ | 578 | | | $ | — | | | $ | 2,564 | |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Three Months Ended March 31, 2014 |
(Amounts in thousands) |
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| LMIA(Guarantor Parent) | | Guarantor Subsidiaries | | Consolidating/Eliminating Entries | | Consolidated |
Operating activities: | | | | | | | |
Net (loss)/income | $ | (442 | ) | | $ | 2,196 | | | $ | (2,196 | ) | | $ | (442 | ) |
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Adjustments for non-cash items | (1,779 | ) | | 5,135 | | | 2,196 | | | 5,552 | |
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Net changes in operating assets and liabilities, net of acquired businesses | 13,121 | | | (8,216 | ) | | — | | | 4,905 | |
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Intercompany activity | (5,508 | ) | | 5,508 | | | — | | | — | |
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Net cash (used)/provided by operating activities | 5,392 | | | 4,623 | | | — | | | 10,015 | |
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Investing activities: | | | | | | | | | | | |
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Additions to property, plant and equipment | (108 | ) | | (4,761 | ) | | — | | | (4,869 | ) |
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Acquisitions, net of cash acquired | — | | | — | | | — | | | — | |
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Proceeds from sale of equipment | | | | 899 | | | — | | | 899 | |
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Net cash used by investing activities | (108 | ) | | (3,862 | ) | | — | | | (3,970 | ) |
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Financing activities: | | | | | | | | | | | |
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Proceeds from issuance of debt | — | | | — | | | — | | | — | |
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Principal payments on long-term debt and notes payable | (703 | ) | | (591 | ) | | — | | | (1,294 | ) |
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Advances on revolving line of credit | 27,500 | | | — | | | — | | | 27,500 | |
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Payments on revolving line of credit | (31,500 | ) | | — | | | — | | | (31,500 | ) |
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Payments for debt issuance cost | — | | | — | | | — | | | — | |
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Other, net | (28 | ) | | — | | | — | | | (28 | ) |
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Net cash provided (used) by financing activities | (4,731 | ) | | (591 | ) | | — | | | (5,322 | ) |
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Net (decrease) increase in cash and cash equivalents | 553 | | | 170 | | | — | | | 723 | |
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Cash and cash equivalents, beginning of year | 405 | | | 1,167 | | | — | | | 1,572 | |
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Cash and cash equivalents, end of year | $ | 958 | | | $ | 1,337 | | | $ | — | | | $ | 2,295 | |
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