Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements 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. 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. 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. CONDENSED CONSOLIDATING BALANCE SHEET as of June 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 2,029 $ 407 $ — $ 2,436 Trade accounts receivable, net 3,134 57,954 — 61,088 Intercompany receivables 148,822 150,844 (299,666 ) — Inventories — 123,196 — 123,196 Prepaid expenses and other current assets 7,940 2,345 — 10,285 Deferred income taxes — 4,031 (118 ) 3,913 Total current assets 161,925 338,777 (299,784 ) 200,918 Property, plant and equipment, net 3,562 98,883 — 102,445 Investments in subsidiaries 383,904 — (383,904 ) — Goodwill — 86,784 — 86,784 Intangible assets, net — 48,761 — 48,761 Deferred income taxes 118 — (118 ) — Other assets 7,869 1,790 — 9,659 Total assets $ 557,378 $ 574,995 $ (683,806 ) $ 448,567 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 1,432 $ 21,153 $ — $ 22,585 Accrued expenses 12,400 13,231 — 25,631 Intercompany Payables 172,523 127,143 (299,666 ) $ — Deferred income taxes 118 — (118 ) — Current installments of long-term debt and capital lease obligations 211 3,333 — 3,544 Total current liabilities 186,684 164,860 (299,784 ) 51,760 Long-term debt and capital lease obligations, less current installments 251,632 19,133 — 270,765 Other long-term liabilities 486 2,686 — 3,172 Deferred income taxes — 4,412 (118 ) 4,294 Total long-term liabilities 252,118 26,231 (118 ) 278,231 Total shareholders’ equity 118,576 383,904 (383,904 ) 118,576 Total liabilities and shareholders’ equity $ 557,378 $ 574,995 $ (683,806 ) $ 448,567 CONDENSED CONSOLIDATING BALANCE SHEET as of December 31, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 7,058 $ 869 $ — $ 7,927 Trade accounts receivable, net 1,310 56,924 — 58,234 Intercompany receivables 145,980 145,223 (291,203 ) $ — Inventories — 114,279 — 114,279 Prepaid expenses and other current assets 8,325 1,930 — 10,255 Deferred income taxes — 4,031 (118 ) 3,913 Total current assets 162,673 323,256 (291,321 ) 194,608 Property, plant and equipment, net 3,148 96,334 — 99,482 Investments in subsidiaries 368,587 — (368,587 ) — Goodwill — 86,784 — 86,784 Intangible assets, net — 50,940 — 50,940 Deferred income taxes 118 — (118 ) — Other assets 8,743 1,879 — 10,622 Total assets $ 543,269 $ 559,193 $ (660,026 ) $ 442,436 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 1,339 $ 20,416 $ — $ 21,755 Accrued expenses 13,679 12,393 — 26,072 Intercompany Payables 164,158 127,045 (291,203 ) $ — Deferred income taxes 118 — (118 ) — Current installments of long-term debt and capital lease obligations 335 3,089 — 3,424 Total current liabilities 179,629 162,943 (291,321 ) 51,251 Long-term debt and capital lease obligations, less current installments 245,174 20,380 — 265,554 Other long-term liabilities 331 2,958 — 3,289 Deferred income taxes — 4,325 (118 ) 4,207 Total long-term liabilities 245,505 27,663 (118 ) 273,050 Total shareholders’ equity 118,135 368,587 (368,587 ) 118,135 Total liabilities and shareholders’ equity $ 543,269 $ 559,193 $ (660,026 ) $ 442,436 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 185 $ 84,142 $ (169 ) $ 84,158 Service revenues 9,747 13,405 (9,760 ) 13,392 Net sales 9,932 97,547 (9,929 ) 97,550 Cost of sales and service revenue Cost of product sales 172 67,144 (169 ) 67,147 Cost of service revenues 10,072 11,306 (9,745 ) 11,633 Cost of sales 10,244 78,450 (9,914 ) 78,780 Gross profit (312 ) 19,097 (15 ) 18,770 Selling, general and administrative expenses 12,392 — 12,392 Restructuring expense 230 288 — 518 (Loss) income from operations (542 ) 6,417 (15 ) 5,860 Other income (expense): Interest expense (5,320 ) (236 ) — (5,556 ) Other, net (2 ) (73 ) — (75 ) Income (loss) from equity investments in subsidiaries 4,170 — (4,170 ) — Total other expense (1,152 ) (309 ) (4,170 ) (5,631 ) (Loss) income before income taxes (1,694 ) 6,108 (4,185 ) 229 (Benefit) provision for income taxes (2,166 ) 2,017 — (149 ) Net (loss) income 472 4,091 (4,185 ) 378 Other comprehensive income (loss): Change in foreign currency translation adjustment — 80 — 80 Total comprehensive (loss) income $ 472 $ 4,171 $ (4,185 ) $ 458 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 205 $ 87,116 $ (149 ) $ 87,172 Service revenues 9,131 18,792 (9,158 ) 18,765 Net sales 9,336 105,908 (9,307 ) 105,937 Cost of sales and service revenue Cost of product sales 149 71,535 (149 ) 71,535 Cost of service revenues 9,414 15,009 (9,155 ) 15,268 Cost of sales 9,563 86,544 (9,304 ) 86,803 Gross profit (227 ) 19,364 (3 ) 19,134 Selling, general and administrative expenses — 13,810 — 13,810 Restructuring expense 140 955 — 1,095 (Loss) income from operations (367 ) 4,599 (3 ) 4,229 Other income (expense): Interest expense (13,344 ) (251 ) — (13,595 ) Other, net 42 126 — 168 Income (loss) from equity investments in subsidiaries 2,480 — (2,480 ) — Total other expense (10,822 ) (125 ) (2,480 ) (13,427 ) (Loss) income before income taxes (11,189 ) 4,474 (2,483 ) (9,198 ) (Benefit) provision for income taxes (3,831 ) 2,044 — (1,787 ) Net (loss) income (7,358 ) 2,430 (2,483 ) (7,411 ) Other comprehensive income (loss): Change in foreign currency translation adjustment — 50 — 50 Reclassification adjustment for losses on interest rate hedges included in net earnings 360 — — 360 Total comprehensive (loss) income $ (6,998 ) $ 2,480 $ (2,483 ) $ (7,001 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 203 $ 162,600 $ (187 ) $ 162,616 Service revenues 19,089 27,397 (19,077 ) 27,409 Net sales 19,292 189,997 (19,264 ) 190,025 Cost of sales and service revenue Cost of product sales 187 129,697 (187 ) 129,697 Cost of service revenues 19,449 23,989 (19,078 ) 24,360 Cost of sales 19,636 153,686 (19,265 ) 154,057 Gross profit (344 ) 36,311 1 35,968 Selling, general and administrative expenses — 25,002 — 25,002 Restructuring expense 318 474 — 792 Acquisitions expense — — — — (Loss) income from operations (662 ) 10,835 1 10,174 Other income (expense): Interest expense (10,640 ) (508 ) — (11,148 ) Other, net — 47 — 47 Income (loss) from equity investments in subsidiaries 6,373 — (6,373 ) — Total other expense (4,267 ) (461 ) (6,373 ) (11,101 ) (Loss) income before income taxes (4,929 ) 10,374 (6,372 ) (927 ) (Benefit) provision for income taxes (3,842 ) 4,002 — 160 Net (loss) income (1,087 ) 6,372 (6,372 ) (1,087 ) Other comprehensive income (loss): Change in foreign currency translation adjustment — 1 — 1 Total comprehensive (loss) income $ (1,087 ) $ 6,373 $ (6,372 ) $ (1,086 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 685 $ 163,603 $ (632 ) $ 163,656 Service revenues 19,302 38,068 (19,338 ) 38,032 Net sales 19,987 201,671 (19,970 ) 201,688 Cost of sales and service revenue Cost of product sales 632 133,635 (632 ) 133,635 Cost of service revenues 19,252 31,541 (19,335 ) 31,458 Cost of sales 19,884 165,176 (19,967 ) 165,093 Gross profit 103 36,495 (3 ) 36,595 Selling, general and administrative expenses — 27,154 — 27,154 Restructuring expense 434 1,089 — 1,523 (Loss) income from operations (331 ) 8,252 (3 ) 7,918 Other income (expense): Interest expense (17,310 ) (544 ) — (17,854 ) Other, net 70 210 — 280 Income (loss) from equity investments in subsidiaries 4,698 — (4,698 ) — Total other expense (12,542 ) (334 ) (4,698 ) (17,574 ) (Loss) income before income taxes (12,873 ) 7,918 (4,701 ) (9,656 ) (Benefit) provision for income taxes (5,117 ) 3,314 — (1,803 ) Net (loss) income (7,756 ) 4,604 (4,701 ) (7,853 ) Other comprehensive income (loss): Change in foreign currency translation adjustment — 94 — 94 Reclassification adjustment for losses on interest rate hedges included in net earnings 278 — — 278 Total comprehensive (loss) income $ (7,478 ) $ 4,698 $ (4,701 ) $ (7,481 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (1,087 ) $ 6,372 $ (6,372 ) $ (1,087 ) Adjustments for non-cash items (13,738 ) 18,279 6,372 10,913 Net changes in operating assets and liabilities, net of acquired businesses (686 ) (8,265 ) — (8,951 ) Intercompany activity 5,344 (5,344 ) — — Net cash (used)/provided by operating activities (10,167 ) 11,042 — 875 Investing activities: Additions to property, plant and equipment (951 ) (10,660 ) — (11,611 ) Proceeds from sale of equipment — 159 — 159 Net cash used by investing activities (951 ) (10,501 ) — (11,452 ) Financing activities: Principal payments on long-term debt and notes payable (166 ) (1,003 ) — (1,169 ) Advances on revolving line of credit 60,000 — — 60,000 Payments on revolving line of credit (53,500 ) — — (53,500 ) Payments for debt issuance cost (245 ) — — (245 ) Net cash provided (used) by financing activities 6,089 (1,003 ) — 5,086 Net (decrease) increase in cash and cash equivalents (5,029 ) (462 ) — (5,491 ) Cash and cash equivalents, beginning of period 7,058 869 — 7,927 Cash and cash equivalents, end of period $ 2,029 $ 407 $ — $ 2,436 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (7,756 ) $ 4,604 $ (4,701 ) $ (7,853 ) Adjustments for non-cash items 3,977 10,173 4,701 18,851 Net changes in operating assets and liabilities, net of acquired businesses 9,960 (6,018 ) — 3,942 Intercompany activity 845 (845 ) — — Net cash (used)/provided by operating activities 7,026 7,914 — 14,940 Investing activities: Additions to property, plant and equipment (74 ) (7,711 ) — (7,785 ) Acquisitions, net of cash acquired — — — — Proceeds from sale of equipment 3 978 — 981 Net cash used by investing activities (71 ) (6,733 ) — (6,804 ) Financing activities: Proceeds from issuance of debt 250,000 — — 250,000 Principal payments on long-term debt and notes payable (223,035 ) (1,192 ) — (224,227 ) Advances on revolving line of credit 52,500 — — 52,500 Payments on revolving line of credit (79,500 ) — — (79,500 ) Payments for debt issuance cost (6,692 ) — — (6,692 ) Other, net (28 ) — — (28 ) Net cash provided (used) by financing activities (6,755 ) (1,192 ) — (7,947 ) Net (decrease) increase in cash and cash equivalents 200 (11 ) — 189 Cash and cash equivalents, beginning of period 405 1,167 — 1,572 Cash and cash equivalents, end of period $ 605 $ 1,156 $ — $ 1,761 |