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, 2016 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 2,382 $ 109 $ — $ 2,491 Trade accounts receivable, net 660 50,609 — 51,269 Intercompany receivables 244,792 312,332 (557,124 ) — Inventories — 122,761 — 122,761 Prepaid expenses and other current assets 1,548 2,038 — 3,586 Total current assets 249,382 487,849 (557,124 ) 180,107 Property, plant and equipment, net 6,490 93,025 — 99,515 Investments in subsidiaries 375,738 — (375,738 ) — Goodwill — 62,482 — 62,482 Intangible assets, net — 38,852 — 38,852 Other assets 1,790 886 — 2,676 Total assets $ 633,400 $ 683,094 $ (932,862 ) $ 383,632 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 410 $ 28,968 $ — $ 29,378 Accrued expenses 13,912 11,631 — 25,543 Intercompany Payables 310,644 246,480 (557,124 ) — Current installments of long-term debt and capital lease obligations 89 2,566 — 2,655 Total current liabilities 325,055 289,645 (557,124 ) 57,576 Long-term debt and capital lease obligations, less current installments 221,101 16,297 — 237,398 Other long-term liabilities 1,703 1,414 — 3,117 Total long-term liabilities 222,804 17,711 — 240,515 Total shareholders’ equity 85,541 375,738 (375,738 ) 85,541 Total liabilities and shareholders’ equity $ 633,400 $ 683,094 $ (932,862 ) $ 383,632 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 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) December 31, 2016 (Amounts in thousands, except share and per share data) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ (170 ) $ 307,954 $ 305 $ 308,089 Service revenues 40,864 38,217 (40,990 ) 38,091 Net sales 40,694 346,171 (40,685 ) 346,180 Cost of sales and service revenue Cost of product sales 86 248,836 305 249,227 Cost of service revenues 42,749 35,391 (40,990 ) 37,150 Cost of sales 42,835 284,227 (40,685 ) 286,377 Gross profit (2,141 ) 61,944 — 59,803 Selling, general and administrative expenses — 44,541 — 44,541 Restructuring expense 431 781 — 1,212 Goodwill and intangible asset impairment — 28,368 — 28,368 Loss from operations (2,572 ) (11,746 ) — (14,318 ) Other income (expense): Interest expense (20,336 ) (835 ) — (21,171 ) Other, net 5 (357 ) — (352 ) (Loss) income from equity investments in subsidiaries (12,275 ) — 12,275 — Total other (expense) income (32,606 ) (1,192 ) 12,275 (21,523 ) (Loss) income before income taxes (35,178 ) (12,938 ) 12,275 (35,841 ) Benefit for income taxes — (734 ) — (734 ) Net (loss) income (35,178 ) (12,204 ) 12,275 (35,107 ) Other comprehensive (loss) income: Change in foreign currency translation adjustment — (71 ) — (71 ) Total comprehensive (loss) income $ (35,178 ) (12,275 ) $ 12,275 $ (35,178 ) 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 (expense) income: 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 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year ended December 31, 2016 (Amounts in thousands) LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss) income $ (35,178 ) $ (12,204 ) $ 12,275 $ (35,107 ) Adjustments for non-cash items 16,955 45,304 (12,275 ) 49,984 Net changes in operating assets and liabilities, net of acquired businesses (1,566 ) 1,240 — (326 ) Intercompany activity 24,800 (24,800 ) — — Net cash provided by operating activities 5,011 9,540 — 14,551 Investing activities: Additions to property, plant and equipment (2,639 ) (9,174 ) — (11,813 ) Proceeds from sale of equipment — 639 — 639 Net cash used by investing activities (2,639 ) (8,535 ) — (11,174 ) Financing activities: Proceeds from issuance of debt — 1,465 — 1,465 Principal payments on long-term debt and notes payable (10,085 ) (2,614 ) — (12,699 ) Advances on revolving line of credit 60,000 — — 60,000 Payments on revolving line of credit (60,000 ) — — (60,000 ) Payments for debt issuance cost (156 ) — — (156 ) Net cash used by financing activities (10,241 ) (1,149 ) — (11,390 ) Net (decrease) in cash and cash equivalents (7,869 ) (144 ) — (8,013 ) Cash and cash equivalents, beginning of year 10,251 253 — 10,504 Cash and cash equivalents, end of year $ 2,382 $ 109 $ — $ 2,491 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 used 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 ) 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 |