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 September 30, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 1,590 $ 213 $ — $ 1,803 Trade accounts receivable, net 631 54,184 — 54,815 Intercompany receivables 284,892 277,828 (562,720 ) — Inventories — 123,779 — 123,779 Prepaid expenses and other current assets 1,512 2,221 — 3,733 Total current assets 288,625 458,225 (562,720 ) 184,130 Property, plant and equipment, net 6,343 90,011 — 96,354 Investments in subsidiaries 370,244 — (370,244 ) — Goodwill — 62,482 — 62,482 Intangible assets, net — 39,648 — 39,648 Other assets 1,651 1,173 — 2,824 Total assets $ 666,863 $ 651,539 $ (932,964 ) $ 385,438 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 653 $ 21,239 $ — $ 21,892 Accrued expenses 8,572 12,550 — 21,122 Intercompany payables 336,966 225,754 (562,720 ) — Current installments of long-term debt and capital lease obligations 88 2,499 — 2,587 Total current liabilities 346,279 262,042 (562,720 ) 45,601 Long-term debt and capital lease obligations, less current installments 230,813 16,988 — 247,801 Other long-term liabilities 914 2,265 — 3,179 Deferred income taxes — — — — Total long-term liabilities 231,727 19,253 — 250,980 Total shareholders’ equity 88,857 370,244 (370,244 ) 88,857 Total liabilities and shareholders’ equity $ 666,863 $ 651,539 $ (932,964 ) $ 385,438 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 September 30, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ (19 ) $ 79,841 $ 18 $ 79,840 Service revenues 9,767 9,831 (9,765 ) 9,833 Net sales 9,748 89,672 (9,747 ) 89,673 Cost of sales and service revenue Cost of product sales — 64,857 (18 ) 64,839 Cost of service revenues 9,492 9,054 (9,558 ) 8,988 Cost of sales 9,492 73,911 (9,576 ) 73,827 Gross profit 256 15,761 (171 ) 15,846 Selling, general and administrative expenses — 10,143 — 10,143 Goodwill and intangible — — — — Restructuring expense (47 ) 50 — 3 (Loss) income from operations 303 5,568 (171 ) 5,700 Other income (expense): Interest expense (5,369 ) (222 ) — (5,591 ) Other, net — 41 — 41 Income (loss) from equity investments in subsidiaries 5,513 — (5,513 ) — Total other expense 144 (181 ) (5,513 ) (5,550 ) (Loss) income before income taxes 447 5,387 (5,684 ) 150 (Benefit) provision for income taxes — (159 ) — (159 ) Net (loss) income 447 5,546 (5,684 ) 309 Other comprehensive income (expense): Change in foreign currency translation adjustment — (33 ) — (33 ) Total comprehensive (loss) income $ 447 $ 5,513 $ (5,684 ) $ 276 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 (expense): Change in foreign currency translation adjustment — (32 ) — (32 ) Total comprehensive (loss) income $ 4 $ 3,541 $ (3,543 ) $ 2 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ 43 $ 230,153 $ (14 ) $ 230,182 Service revenues 31,952 30,836 (31,973 ) 30,815 Net sales 31,995 260,989 (31,987 ) 260,997 Cost of sales and service revenue Cost of product sales 80 184,426 14 184,520 Cost of service revenues 32,017 28,849 (32,001 ) 28,865 Cost of sales 32,097 213,275 (31,987 ) 213,385 Gross profit (102 ) 47,714 — 47,612 Selling, general and administrative expenses — 33,764 — 33,764 Goodwill and intangible asset impairment — 28,368 — 28,368 Restructuring expense 404 786 — 1,190 (Loss) income from operations (506 ) (15,204 ) — (15,710 ) Other income (expense): Interest expense (15,415 ) (652 ) — (16,067 ) Other, net 4 (310 ) — (306 ) Income (loss) from equity investments in subsidiaries (15,553 ) — 15,553 — Total other expense (30,964 ) (962 ) 15,553 (16,373 ) (Loss) income before income taxes (31,470 ) (16,166 ) 15,553 (32,083 ) (Benefit) provision for income taxes — (734 ) — (734 ) Net (loss) income (31,470 ) (15,432 ) 15,553 (31,349 ) Other comprehensive income (expense): Change in foreign currency translation adjustment — (121 ) — (121 ) Total comprehensive (loss) income $ (31,470 ) $ (15,553 ) $ 15,553 $ (31,470 ) 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 (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 (expense): Change in foreign currency translation adjustment — (31 ) — (31 ) Total comprehensive (loss) income $ (1,083 ) $ 9,914 $ (9,915 ) $ (1,084 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2016 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (31,470 ) $ (15,432 ) $ 15,553 $ (31,349 ) Adjustments for non-cash items 21,104 39,181 (15,553 ) 44,732 Net changes in operating assets and liabilities, net of acquired businesses (7,466 ) (6,234 ) — (13,700 ) Intercompany activity 11,022 (11,022 ) — — Net cash (used)/provided by operating activities (6,810 ) 6,493 — (317 ) Investing activities: Additions to property, plant and equipment (1,790 ) (5,881 ) — (7,671 ) Proceeds from sale of equipment 3 24 — 27 Net cash used by investing activities (1,787 ) (5,857 ) — (7,644 ) Financing activities: Proceeds from issuance of debt — 1,465 — 1,465 Principal payments on long-term debt and notes payable (10,064 ) (2,044 ) — (12,108 ) Advances on revolving line of credit 38,500 — — 38,500 Payments on revolving line of credit (28,500 ) — — (28,500 ) Payments for debt issuance cost — (97 ) — (97 ) Net cash provided (used)/provided by financing activities (64 ) (676 ) — (740 ) Net (decrease) increase in cash and cash equivalents (8,661 ) (40 ) — (8,701 ) Cash and cash equivalents, beginning of period 10,251 253 — 10,504 Cash and cash equivalents, end of period $ 1,590 $ 213 $ — $ 1,803 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 |