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, 2017 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Assets Current assets: Cash and cash equivalents $ 607 $ 116 $ — $ 723 Trade accounts receivable, net 715 58,402 — 59,117 Intercompany receivables 53,796 12,400 (66,196 ) — Inventories — 130,259 — 130,259 Prepaid expenses and other current assets 2,219 2,347 — 4,566 Total current assets 57,337 203,524 (66,196 ) 194,665 Property, plant and equipment, net 8,009 93,166 — 101,175 Investments in subsidiaries 285,650 — (285,650 ) — Goodwill — 62,482 — 62,482 Intangible assets, net — 38,064 — 38,064 Other assets 1,641 813 — 2,454 Total assets $ 352,637 $ 398,049 $ (351,846 ) $ 398,840 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 1,572 $ 30,287 $ — $ 31,859 Accrued expenses 11,866 8,728 — 20,594 Intercompany payables 12,400 53,796 (66,196 ) — Current installments of long-term debt and capital lease obligations 67 2,658 — 2,725 Total current liabilities 25,905 95,469 (66,196 ) 55,178 Long-term debt and capital lease obligations, less current installments 244,912 15,567 — 260,479 Other long-term liabilities 1,049 1,363 — 2,412 Deferred income taxes — — — — Total long-term liabilities 245,961 16,930 — 262,891 Total shareholders’ equity 80,771 285,650 (285,650 ) 80,771 Total liabilities and shareholders’ equity $ 352,637 $ 398,049 $ (351,846 ) $ 398,840 CONDENSED CONSOLIDATING BALANCE SHEET as of December 31, 2016 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 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the three Months Ended March 31, 2017 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Sales and service revenue Product sales $ (24 ) $ 78,572 $ 24 $ 78,572 Service revenues 10,890 5,248 (10,890 ) 5,248 Net sales 10,866 83,820 (10,866 ) 83,820 Cost of sales and service revenue Cost of product sales — 65,363 65,363 Cost of service revenues 10,803 6,079 (10,866 ) 6,016 Cost of sales 10,803 71,442 (10,866 ) 71,379 Gross profit 63 12,378 — 12,441 Selling, general and administrative expenses — 10,834 — 10,834 Merger Expense 2,534 — — 2,534 Restructuring expense — (20 ) — (20 ) (Loss) income from operations (2,471 ) 1,564 — (907 ) Other income (expense): Interest expense (4,998 ) (220 ) — (5,218 ) Other, net 5 (338 ) — (333 ) Income (loss) from equity investments in subsidiaries 1,018 — (1,018 ) — Total other expense (3,975 ) (558 ) (1,018 ) (5,551 ) (Loss) income before income taxes (6,446 ) 1,006 (1,018 ) (6,458 ) Provision for income taxes — 10 — 10 Net (loss) income (6,446 ) 996 (1,018 ) (6,468 ) Other comprehensive income (expense): Change in foreign currency translation adjustment — 22 — 22 Total comprehensive (loss) income $ (6,446 ) $ 1,018 $ (1,018 ) $ (6,446 ) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the 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 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the three Months Ended March 31, 2017 LMIA(Guarantor Parent) Guarantor Subsidiaries Consolidating/Eliminating Entries Consolidated Operating activities: Net (loss)/income $ (6,446 ) $ 996 $ (1,018 ) $ (6,468 ) Adjustments for non-cash items 1,638 2,501 1,018 5,157 Net changes in operating assets and liabilities, net of acquired businesses (510 ) (14,549 ) — (15,059 ) Intercompany activity (17,750 ) 17,750 — — Net cash (used)/provided by operating activities (23,068 ) 6,698 — (16,370 ) Investing activities: Additions to property, plant and equipment (2,070 ) (6,031 ) — (8,101 ) Proceeds from sale of equipment — — Net cash used by investing activities (2,070 ) (6,031 ) — (8,101 ) Financing activities: Principal payments on long-term debt and notes payable (24 ) (642 ) — (666 ) Advances on revolving line of credit 53,000 — — 53,000 Payments on revolving line of credit (29,500 ) — — (29,500 ) Other, net (113 ) (18 ) — (131 ) Net cash provided (used)/provided by financing activities 23,363 (660 ) — 22,703 Net (decrease) increase in cash and cash equivalents (1,775 ) 7 — (1,768 ) Cash and cash equivalents, beginning of period 2,382 109 — 2,491 Cash and cash equivalents, end of period $ 607 $ 116 $ — $ 723 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 ) Payments for debt issuance cost — — — — Net cash provided (used) 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 |