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 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 as of March 31, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 1,112 $ 327 $ — $ 1,439 Trade accounts receivable, net 1,314 53,639 — 54,953 Intercompany receivables 228,134 221,138 (449,272 ) — Inventories — 119,359 — 119,359 Prepaid expenses and other current assets 2,598 2,067 — 4,665 Total current assets 233,158 396,530 (449,272 ) 180,416 Property, plant and equipment, net 5,646 92,635 — 98,281 Investments in subsidiaries 391,482 — (391,482 ) — Goodwill — 86,784 — 86,784 Intangible assets, net — 45,546 — 45,546 Other assets 1,954 1,530 — 3,484 Total assets $ 632,240 $ 623,025 $ (840,754 ) $ 414,511 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 226 $ 19,629 $ — $ 19,855 Accrued expenses 8,908 12,934 — 21,842 Intercompany Payables 273,962 175,310 (449,272 ) — Current installments of long-term debt and capital lease obligations 86 2,266 — 2,352 Total current liabilities 283,182 210,139 (449,272 ) 44,049 Long-term debt and capital lease obligations, less current installments 230,055 18,506 — 248,561 Other long-term liabilities 1,193 2,382 — 3,575 Deferred income taxes — 516 — 516 Total long-term liabilities 231,248 21,404 — 252,652 Total shareholders’ equity 117,810 391,482 (391,482 ) 117,810 Total liabilities and shareholders’ equity $ 632,240 $ 623,025 $ (840,754 ) $ 414,511 CONDENSED CONSOLIDATING BALANCE SHEET as of December 31, 2015 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 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 58 $ 75,804 $ — $ 75,862 Service revenues 11,378 11,527 (11,436 ) 11,469 Net sales 11,436 87,331 (11,436 ) 87,331 Cost of sales and service revenue Cost of product sales 59 60,277 — 60,336 Cost of service revenues 11,395 10,836 (11,466 ) 10,765 Cost of sales 11,454 71,113 (11,466 ) 71,101 Gross profit (18 ) 16,218 30 16,230 Selling, general and administrative expenses 11,853 11,853 Restructuring expense 451 496 — 947 (Loss) income from operations (469 ) 3,869 30 3,430 Other income (expense): Interest expense (5,030 ) (233 ) — (5,263 ) Other, net 2 (92 ) — (90 ) Income (loss) from equity investments in subsidiaries 3,695 — (3,695 ) — Total other expense (1,333 ) (325 ) (3,695 ) (5,353 ) (Loss) income before income taxes (1,802 ) 3,544 (3,665 ) (1,923 ) (Benefit) provision for income taxes — (164 ) — (164 ) Net (loss) income (1,802 ) 3,708 (3,665 ) (1,759 ) Other comprehensive income (Expense): Change in foreign currency translation adjustment — (13 ) — (13 ) Total comprehensive (loss) income $ (1,802 ) $ 3,695 $ (3,665 ) $ (1,772 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 18 $ 78,457 $ (18 ) $ 78,457 Service revenues 9,213 13,993 (9,188 ) 14,018 Net sales 9,231 92,450 (9,206 ) 92,475 Cost of sales and service revenue Cost of product sales 16 62,553 (18 ) 62,551 Cost of service revenues 9,232 12,683 (9,188 ) 12,727 Cost of sales 9,248 75,236 (9,206 ) 75,278 Gross profit (17 ) 17,214 — 17,197 Selling, general and administrative expenses 129 12,480 — 12,609 Restructuring expense 89 186 — 275 (Loss) income from operations (235 ) 4,548 — 4,313 Other income (expense): Interest expense (5,319 ) (272 ) — (5,591 ) Other, net 2 120 — 122 Income (loss) from equity investments in subsidiaries 2,411 — (2,411 ) — Total other expense (2,906 ) (152 ) (2,411 ) (5,469 ) (Loss) income before income taxes (3,141 ) 4,396 (2,411 ) (1,156 ) (Benefit) provision for income taxes (1,676 ) 1,985 — 309 Net (loss) income (1,465 ) 2,411 (2,411 ) (1,465 ) Other comprehensive income (Expense): Change in foreign currency translation adjustment — (79 ) — (79 ) Total comprehensive (loss) income $ (1,465 ) $ 2,332 $ (2,411 ) $ (1,544 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income (1,802 ) $ 3,708 $ (3,665 ) $ (1,759 ) Adjustments for non-cash items (2,526 ) 4,519 3,665 5,658 Net changes in operating assets and liabilities, net of acquired businesses (8,787 ) (2,356 ) — (11,143 ) Intercompany activity 4,776 (4,776 ) — — Net cash (used)/provided by operating activities (8,339 ) 1,095 — (7,244 ) Investing activities: Additions to property, plant and equipment (778 ) (1,640 ) — (2,418 ) Proceeds from sale of equipment — 6 — 6 Net cash used by investing activities (778 ) (1,634 ) — (2,412 ) Financing activities: Proceeds from issuance of debt — 1,465 — 1,465 Principal payments on long-term debt and notes payable (22 ) (852 ) — (874 ) Advances on revolving line of credit 2,000 — — 2,000 Payments on revolving line of credit (2,000 ) — — (2,000 ) Net cash provided (used)/provided by financing activities (22 ) 613 — 591 Net (decrease) increase in cash and cash equivalents (9,139 ) 74 — (9,065 ) Cash and cash equivalents, beginning of period 10,251 253 — 10,504 Cash and cash equivalents, end of period $ 1,112 $ 327 $ — $ 1,439 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2015 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (1,465 ) $ 2,411 $ (2,411 ) $ (1,465 ) Adjustments for non-cash items (3,175 ) 6,308 2,411 5,544 Net changes in operating assets and liabilities, net of acquired businesses (3,583 ) (9,772 ) — (13,355 ) Intercompany activity (8,147 ) 8,147 — — Net cash (used)/provided by operating activities (16,370 ) 7,094 — (9,276 ) Investing activities: Additions to property, plant and equipment (25 ) (6,854 ) — (6,879 ) Net cash used by investing activities (25 ) (6,854 ) — (6,879 ) Financing activities: Principal payments on long-term debt and notes payable (83 ) (531 ) — (614 ) Advances on revolving line of credit 36,000 — — 36,000 Payments on revolving line of credit (24,500 ) — — (24,500 ) Payments for debt issuance cost (94 ) — — (94 ) Net cash provided (used) by financing activities 11,323 (531 ) — 10,792 Net (decrease) increase in cash and cash equivalents (5,072 ) (291 ) — (5,363 ) Cash and cash equivalents, beginning of period 7,058 869 — 7,927 Cash and cash equivalents, end of period $ 1,986 $ 578 $ — $ 2,564 |