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 minor 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 minor 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 September 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ — $ 476 $ — $ 476 Trade accounts receivable, net 2,063 59,326 — 61,389 Intercompany receivables 178,197 156,183 (334,380 ) — Inventories — 118,877 — 118,877 Prepaid expenses and other current assets 8,342 2,488 — 10,830 Deferred income taxes — 3,924 (149 ) 3,775 Total current assets 188,602 341,274 (334,529 ) 195,347 Property, plant and equipment, net 3,818 97,284 — 101,102 Investments in subsidiaries 378,500 — (378,500 ) — Goodwill — 86,784 — 86,784 Intangible assets, net — 47,671 — 47,671 Deferred income taxes 149 — (149 ) — Other assets 7,346 1,625 — 8,971 Total assets $ 578,415 $ 574,638 $ (713,178 ) $ 439,875 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 465 $ 17,496 $ — $ 17,961 Accrued expenses 11,626 13,008 — 24,634 Intercompany Payables 197,753 136,627 (334,380 ) $ — Deferred income taxes 149 — (149 ) — Current installments of long-term debt and capital lease obligations 148 3,409 — 3,557 Total current liabilities 210,141 170,540 (334,529 ) 46,152 Long-term debt and capital lease obligations, less current installments 249,110 18,497 — 267,607 Other long-term liabilities 304 2,797 — 3,101 Deferred income taxes — 4,304 (149 ) 4,155 Total long-term liabilities 249,414 25,598 (149 ) 274,863 Total shareholders’ equity 118,860 378,500 (378,500 ) 118,860 Total liabilities and shareholders’ equity $ 578,415 $ 574,638 $ (713,178 ) $ 439,875 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 September 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 4 $ 84,099 $ 11 $ 84,114 Service revenues 7,640 11,545 (7,666 ) 11,519 Net sales 7,644 95,644 (7,655 ) 95,633 Cost of sales and service revenue Cost of product sales 27 67,476 11 67,514 Cost of service revenues 7,991 11,166 (7,664 ) 11,493 Cost of sales 8,018 78,642 (7,653 ) 79,007 Gross profit (374 ) 17,002 (2 ) 16,626 Selling, general and administrative expenses 8,979 8,979 Restructuring expense — 1,575 — 1,575 (Loss) income from operations (374 ) 6,448 (2 ) 6,072 Other income (expense): Interest expense (5,389 ) (264 ) — (5,653 ) Other, net (1 ) (135 ) — (136 ) Income (loss) from equity investments in subsidiaries 3,541 — (3,541 ) — Total other expense (1,849 ) (399 ) (3,541 ) (5,789 ) (Loss) income before income taxes (2,223 ) 6,049 (3,543 ) 283 (Benefit) provision for income taxes (2,227 ) 2,476 — 249 Net (loss) income 4 3,573 (3,543 ) 34 Other comprehensive income (loss): Change in foreign currency translation adjustment — (32 ) — (32 ) Total comprehensive (loss) income $ 4 $ 3,541 $ (3,543 ) $ 2 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ (68 ) $ 81,724 $ 37 $ 81,693 Service revenues 9,172 15,620 (9,150 ) 15,642 Net sales 9,104 97,344 (9,113 ) 97,335 Cost of sales and service revenue Cost of product sales 40 61,458 37 61,535 Cost of service revenues 9,106 13,803 (9,152 ) 13,757 Cost of sales 9,146 75,261 (9,115 ) 75,292 Gross profit (42 ) 22,083 2 22,043 Selling, general and administrative expenses 421 14,194 — 14,615 Restructuring expense 533 232 — 765 (Loss) income from operations (996 ) 7,657 2 6,663 Other income (expense): Interest expense (5,662 ) (284 ) — (5,946 ) Other, net 11 (86 ) — (75 ) Income (loss) from equity investments in subsidiaries 4,874 — (4,874 ) — Total other expense (777 ) (370 ) (4,874 ) (6,021 ) (Loss) income before income taxes (1,773 ) 7,287 (4,872 ) 642 (Benefit) provision for income taxes (3,054 ) 2,300 — (754 ) Net (loss) income 1,281 4,987 (4,872 ) 1,396 Other comprehensive income (loss): Change in foreign currency translation adjustment — (112 ) — (112 ) Reclassification adjustment for losses on interest rate hedges included in net earnings — — — — Total comprehensive (loss) income $ 1,281 $ 4,875 $ (4,872 ) $ 1,284 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 207 $ 246,699 $ (176 ) $ 246,730 Service revenues 26,729 38,942 (26,743 ) 38,928 Net sales 26,936 285,641 (26,919 ) 285,658 Cost of sales and service revenue Cost of product sales 214 197,173 (176 ) 197,211 Cost of service revenues 27,440 35,155 (26,742 ) 35,853 Cost of sales 27,654 232,328 (26,918 ) 233,064 Gross profit (718 ) 53,313 (1 ) 52,594 Selling, general and administrative expenses — 33,980 — 33,980 Restructuring expense 318 2,050 — 2,368 Acquisitions expense — — — — (Loss) income from operations (1,036 ) 17,283 (1 ) 16,246 Other income (expense): Interest expense (16,029 ) (773 ) — (16,802 ) Other, net (1 ) (88 ) — (89 ) Income (loss) from equity investments in subsidiaries 9,914 — (9,914 ) — Total other expense (6,116 ) (861 ) (9,914 ) (16,891 ) (Loss) income before income taxes (7,152 ) 16,422 (9,915 ) (645 ) (Benefit) provision for income taxes (6,069 ) 6,477 — 408 Net (loss) income (1,083 ) 9,945 (9,915 ) (1,053 ) Other comprehensive income (loss): Change in foreign currency translation adjustment — (31 ) — (31 ) Total comprehensive (loss) income $ (1,083 ) $ 9,914 $ (9,915 ) $ (1,084 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 617 $ 245,327 $ (595 ) $ 245,349 Service revenues 28,474 53,688 (28,488 ) 53,674 Net sales 29,091 299,015 (29,083 ) 299,023 Cost of sales and service revenue Cost of product sales 699 195,066 (595 ) 195,170 Cost of service revenues 28,330 45,372 (28,487 ) 45,215 Cost of sales 29,029 240,438 (29,082 ) 240,385 Gross profit 62 58,577 (1 ) 58,638 Selling, general and administrative expenses 421 41,349 — 41,770 Restructuring expense 967 1,321 — 2,288 (Loss) income from operations (1,326 ) 15,907 (1 ) 14,580 Other income (expense): Interest expense (22,972 ) (828 ) — (23,800 ) Other, net 81 124 — 205 Income (loss) from equity investments in subsidiaries 9,571 — (9,571 ) — Total other expense (13,320 ) (704 ) (9,571 ) (23,595 ) (Loss) income before income taxes (14,646 ) 15,203 (9,572 ) (9,015 ) (Benefit) provision for income taxes (8,171 ) 5,614 — (2,557 ) Net (loss) income (6,475 ) 9,589 (9,572 ) (6,458 ) Other comprehensive income (loss): Change in foreign currency translation adjustment — (18 ) — (18 ) Reclassification adjustment for losses on interest rate hedges included in net earnings 278 — — 278 Total comprehensive (loss) income $ (6,197 ) $ 9,571 $ (9,572 ) $ (6,198 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (1,083 ) $ 9,945 $ (9,915 ) $ (1,053 ) Adjustments for non-cash items (7,572 ) 13,927 9,915 16,270 Net changes in operating assets and liabilities, net of acquired businesses (1,616 ) (7,884 ) — (9,500 ) Intercompany activity 1,379 (1,379 ) — — Net cash (used)/provided by operating activities (8,892 ) 14,609 — 5,717 Investing activities: Additions to property, plant and equipment (1,606 ) (13,699 ) — (15,305 ) Proceeds from sale of equipment — 260 — 260 Net cash used by investing activities (1,606 ) (13,439 ) — (15,045 ) Financing activities: Principal payments on long-term debt and notes payable (251 ) (1,563 ) — (1,814 ) Advances on revolving line of credit 93,500 — — 93,500 Payments on revolving line of credit (89,500 ) — — (89,500 ) Payments for debt issuance cost (309 ) — — (309 ) Net cash provided (used) by financing activities 3,440 (1,563 ) — 1,877 Net (decrease) increase in cash and cash equivalents (7,058 ) (393 ) — (7,451 ) Cash and cash equivalents, beginning of period 7,058 869 — 7,927 Cash and cash equivalents, end of period $ — $ 476 $ — $ 476 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2014 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (6,475 ) $ 9,589 $ (9,572 ) $ (6,458 ) Adjustments for non-cash items 2,195 14,408 9,572 26,175 Net changes in operating assets and liabilities, net of acquired businesses 21,296 (4,997 ) — 16,299 Intercompany activity 6,794 (6,794 ) — — Net cash (used)/provided by operating activities 23,810 12,206 — 36,016 Investing activities: Additions to property, plant and equipment (704 ) (9,598 ) — (10,302 ) Acquisitions, net of cash acquired — — — — Proceeds from sale of equipment 4 977 — 981 Net cash used by investing activities (700 ) (8,621 ) — (9,321 ) Financing activities: Proceeds from issuance of debt 250,000 — — 250,000 Principal payments on long-term debt and notes payable (228,180 ) (3,718 ) — (231,898 ) Advances on revolving line of credit 60,000 — — 60,000 Payments on revolving line of credit (96,000 ) — — (96,000 ) Payments for debt issuance cost (7,881 ) — — (7,881 ) Other, net (28 ) — — (28 ) Net cash provided (used) by financing activities (22,089 ) (3,718 ) — (25,807 ) Net (decrease) increase in cash and cash equivalents 1,021 (133 ) — 888 Cash and cash equivalents, beginning of period 405 1,167 — 1,572 Cash and cash equivalents, end of period $ 1,426 $ 1,034 $ — $ 2,460 |