Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION LMI Aerospace, Inc. excluding its subsidiaries (“LMIA”) is the parent company, issuer and obligor of the second-priority senior notes due July 15, 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”) rules governing reporting on guarantor 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 December 31, 2015 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 10,251 $ 253 $ — $ 10,504 Trade accounts receivable, net 1,220 47,271 — 48,491 Intercompany receivables 196,496 203,128 (399,624 ) — Inventories — 114,775 — 114,775 Prepaid expenses and other current assets 2,224 1,923 — 4,147 Total current assets 210,191 367,350 (399,624 ) 177,917 Property, plant and equipment, net 5,430 95,539 — 100,969 Investments in subsidiaries 387,868 — (387,868 ) — Goodwill — 86,784 — 86,784 Intangible assets, net — 46,582 — 46,582 Other assets 2,135 1,593 — 3,728 Total assets $ 605,624 $ 597,848 $ (787,492 ) $ 415,980 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 1,393 $ 11,763 $ — $ 13,156 Accrued expenses 17,009 13,006 — 30,015 Intercompany Payables 237,548 162,076 (399,624 ) $ — Current installments of long-term debt and capital lease obligations 85 2,277 — 2,362 Total current liabilities 256,035 189,122 (399,624 ) 45,533 Long-term debt and capital lease obligations, less current installments 229,752 17,881 — 247,633 Other long-term liabilities 1,881 2,441 — 4,322 Deferred income taxes 536 — 536 Total long-term liabilities 231,633 20,858 — 252,491 Total shareholders’ equity 117,956 387,868 (387,868 ) 117,956 Total liabilities and shareholders’ equity $ 605,624 $ 597,848 $ (787,492 ) $ 415,980 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 (Amounts in thousands) 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 Total current assets 162,673 319,225 (291,203 ) 190,695 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 Other assets 2,876 1,837 — 4,713 Total assets $ 537,284 $ 555,120 $ (659,790 ) $ 432,614 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 ) $ — Current installments of long-term debt and capital lease obligations 335 3,089 — 3,424 Total current liabilities 179,511 162,943 (291,203 ) 51,251 Long-term debt and capital lease obligations, less current installments 239,307 20,338 — 259,645 Other long-term liabilities 331 2,958 — 3,289 Deferred income taxes — 294 — 294 Total long-term liabilities 239,638 23,590 — 263,228 Total shareholders’ equity 118,135 368,587 (368,587 ) 118,135 Total liabilities and shareholders’ equity $ 537,284 $ 555,120 $ (659,790 ) $ 432,614 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) December 31, 2015 (Amounts in thousands, except share and per share data) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales 239 323,337 35 $ 323,611 Service revenues 36,184 51,720 (36,419 ) 51,485 Net sales 36,423 375,057 (36,384 ) 375,096 Cost of sales and service revenue Cost of product sales 248 259,327 35 259,610 Cost of service revenues 35,952 47,166 (36,418 ) 46,700 Cost of sales 36,200 306,493 (36,383 ) 306,310 Gross profit 223 68,564 (1 ) 68,786 Selling, general and administrative expenses — 45,678 — 45,678 Restructuring expense 340 1,982 — 2,322 (Loss) income from operations (117 ) 20,904 (1 ) 20,786 Other income (expense): Interest expense (21,449 ) (990 ) — (22,439 ) Other, net — (236 ) — (236 ) Income (loss) from equity investments in subsidiaries 19,284 — (19,284 ) — Total other expense (2,165 ) (1,226 ) (19,284 ) (22,675 ) (Loss) income before income taxes (2,282 ) 19,678 (19,285 ) (1,889 ) Provision for income taxes — 352 — 352 Net (loss) income (2,282 ) 19,326 (19,285 ) (2,241 ) Other comprehensive (loss) income: Change in foreign currency translation adjustment — (41 ) — (41 ) Total comprehensive (loss) income $ (2,282 ) $ 19,285 $ (19,285 ) $ (2,282 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) December 31, 2014 (Amounts in thousands, except share and per share data) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales 466 321,286 (468 ) $ 321,284 Service revenues 36,181 66,543 (36,191 ) 66,533 Net sales 36,647 387,829 (36,659 ) 387,817 Cost of sales and service revenue Cost of product sales 699 254,544 (468 ) 254,775 Cost of service revenues 35,998 57,864 (36,190 ) 57,672 Cost of sales 36,697 312,408 (36,658 ) 312,447 Gross profit (50 ) 75,421 (1 ) 75,370 Selling, general and administrative expenses 792 54,412 — 55,204 Goodwill and intangible asset impairment — 26,439 — 26,439 Restructuring expense 1,012 1,573 — 2,585 Loss from operations (1,854 ) (7,003 ) (1 ) (8,858 ) Other income (expense): Interest expense (28,224 ) (1,056 ) — (29,280 ) Other, net 11 212 — 223 (Loss) Income from equity investments in subsidiaries (8,860 ) — 8,860 — Total other (expense) income (37,073 ) (844 ) 8,860 (29,057 ) (Loss) income before income taxes (38,927 ) (7,847 ) 8,859 (37,915 ) (Benefit) provision for income taxes (9,867 ) 914 — (8,953 ) Net (loss) income (29,060 ) (8,761 ) 8,859 (28,962 ) Other comprehensive (loss) income: Change in foreign currency translation adjustment — (98 ) — (98 ) Reclassification adjustment for losses on interest rate hedges included in net earnings 278 — — 278 Total comprehensive (loss) income $ (28,782 ) $ (8,859 ) $ 8,859 $ (28,782 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) December 31, 2013 (Amounts in thousands, except share and per share data) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales 4,388 324,455 (4,710 ) $ 324,133 Service revenues 41,578 88,141 (41,295 ) 88,424 Net sales 45,966 412,596 (46,005 ) 412,557 Cost of sales and service revenue Cost of product sales 4,290 255,681 (4,710 ) 255,261 Cost of service revenues 41,533 77,124 (41,223 ) 77,434 Cost of sales 45,823 332,805 (45,933 ) 332,695 Gross profit 143 79,791 (72 ) 79,862 Selling, general and administrative expenses — 55,934 (72 ) 55,862 Goodwill and intangible asset impairment — 77,750 — 77,750 Contingent consideration write-off (7,950 ) — — (7,950 ) Restructuring expense 4 3,069 — 3,073 Acquisitions expense 229 18 — 247 Income (loss) from operations 7,860 (56,980 ) — (49,120 ) Other (expense) income: Interest expense (15,887 ) (1,075 ) — (16,962 ) Other, net 95 523 — 618 Income (loss) from equity investments in subsidiaries (52,278 ) — 52,278 — Total other expense (68,070 ) (552 ) 52,278 (16,344 ) (Loss) income before income taxes (60,210 ) (57,532 ) 52,278 (65,464 ) Benefit for income taxes (1,702 ) (5,277 ) — (6,979 ) Net (loss) income (58,508 ) (52,255 ) 52,278 (58,485 ) Other comprehensive (loss) income: Change in foreign currency translation adjustment — (23 ) — (23 ) Unrealized loss on interest rate hedges (278 ) — — (278 ) Total comprehensive (loss) income $ (58,786 ) $ (52,278 ) $ 52,278 $ (58,786 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year ended December 31, 2015 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (2,282 ) $ 19,326 $ (19,285 ) $ (2,241 ) Adjustments for non-cash items (14,546 ) 18,416 19,285 23,155 Net changes in operating assets and liabilities, net of acquired businesses 10,420 1,028 — 11,448 Intercompany activity 22,874 (22,874 ) — — Net cash provided by operating activities 16,466 15,896 — 32,362 Investing activities: Additions to property, plant and equipment (1,903 ) (14,696 ) — (16,599 ) Proceeds from sale of equipment — 285 — 285 Net cash used by investing activities (1,903 ) (14,411 ) — (16,314 ) Financing activities: Principal payments on long-term debt and notes payable (11,160 ) (2,116 ) — (13,276 ) Advances on revolving line of credit 99,000 — — 99,000 Payments on revolving line of credit (99,000 ) — — (99,000 ) Payments for debt issuance cost (210 ) 15 — (195 ) Net cash used by financing activities (11,370 ) (2,101 ) — (13,471 ) Net increase (decrease) in cash and cash equivalents 3,193 (616 ) — 2,577 Cash and cash equivalents, beginning of year 7,058 869 — 7,927 Cash and cash equivalents, end of year $ 10,251 $ 253 $ — $ 10,504 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year ended December 31, 2014 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (29,060 ) $ (8,761 ) $ 8,859 $ (28,962 ) Adjustments for non-cash items 21,714 46,496 (8,859 ) 59,351 Net changes in operating assets and liabilities, net of acquired businesses 19,977 (1,249 ) — 18,728 Intercompany activity 17,663 (17,663 ) — — Net cash provided by operating activities 30,294 18,823 — 49,117 Investing activities: Additions to property, plant and equipment (715 ) (15,975 ) — (16,690 ) Proceeds from sale of equipment 2,558 1,021 — 3,579 Net cash provided (used) by investing activities 1,843 (14,954 ) — (13,111 ) Financing activities: Proceeds from issuance of debt 250,000 — — 250,000 Principal payments on long-term debt and notes payable (231,466 ) (4,167 ) — (235,633 ) Advances on revolving line of credit 66,000 — — 66,000 Payments on revolving line of credit (102,000 ) — — (102,000 ) Payments for debt issuance cost (8,018 ) — — (8,018 ) Other, net — — — — Net cash used by financing activities (25,484 ) (4,167 ) — (29,651 ) Net increase (decrease) in cash and cash equivalents 6,653 (298 ) — 6,355 Cash and cash equivalents, beginning of year 405 1,167 — 1,572 Cash and cash equivalents, end of year $ 7,058 $ 869 $ — $ 7,927 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year ended December 31, 2013 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (58,508 ) $ (52,255 ) $ 52,278 $ (58,485 ) Adjustments for non-cash items 46,788 90,985 (52,278 ) 85,495 Net changes in operating assets and liabilities, net of acquired businesses 696 (36,055 ) — (35,359 ) Intercompany activity (12,974 ) 12,974 — — Net cash (used)/provided by operating activities (23,998 ) 15,649 — (8,349 ) Investing activities: Additions to property, plant and equipment (4,623 ) (19,115 ) — (23,738 ) Acquisitions, net of cash acquired (504 ) — — (504 ) Proceeds from sale of equipment — 1,989 — 1,989 Net cash used by investing activities (5,127 ) (17,126 ) — (22,253 ) Financing activities: Proceeds from issuance of debt 3,551 2,200 — 5,751 Principal payments on long-term debt and notes payable (5,767 ) (96 ) — (5,863 ) Advances on revolving line of credit 107,000 — — 107,000 Payments on revolving line of credit (77,236 ) — — (77,236 ) Payments for debt issuance cost (1,780 ) (37 ) — (1,817 ) Other, net (8 ) — — (8 ) Net cash provided by financing activities 25,760 2,067 — 27,827 Net (decrease) increase in cash and cash equivalents (3,365 ) 590 — (2,775 ) Cash and cash equivalents, beginning of year 3,770 577 — 4,347 Cash and cash equivalents, end of year $ 405 $ 1,167 $ — $ 1,572 |