UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended June 30, 2005.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from to .
Commission file number: 000-24293
LMI AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
<Table>
<Caption>
MISSOURI 43-1309065
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 MUELLER ROAD
ST. CHARLES, MISSOURI 63302-0900
(Address of principal executive offices) (Zip Code)
</Table>
(636) 946-6525
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<Table>
<Caption>
Title of class of common stock Number of shares outstanding as of August 5, 2005.
------------------------------ --------------------------------------------------
Common Stock, par value $.02 per share 8,250,165
</Table>
LMI AEROSPACE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDING JUNE 30, 2005
PART I. FINANCIAL INFORMATION
<Table>
<Caption>
Page No.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004. 3
Condensed Consolidated Statements of Operations for the three months and six months ended
June 30, 2005 and 2004. 4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and
2004. 5
Notes to Condensed Consolidated Financial Statements.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES. 18
19
</Table>
PART II. OTHER INFORMATION
<Table>
<Caption>
ITEM 1. LEGAL PROCEEDINGS. 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. 20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 21
SIGNATURE PAGE
EXHIBIT INDEX
</Table>
2
PART I
FINANCIAL INFORMATION
LMI AEROSPACE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
(Unaudited)
<Table>
<Caption>
(Unaudited)
June 30, 2005 December 31, 2004
------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 195 $ 414
Trade accounts receivable, net of allowance of $154 at June
30, 2005 and $213 at December 31, 2004 10,792 9,093
Inventories 23,594 23,687
Prepaid expenses and other current assets 1,249 981
Deferred income taxes 2,043 2,043
------------ ------------
Total current assets 37,873 36,218
Property, plant and equipment, net 17,702 18,947
Goodwill 5,653 5,653
Customer intangible assets, net 3,246 3,408
Other assets 899 1,155
------------ ------------
Total assets $ 65,373 $ 65,381
============ ============
Liabilities and stockholders' equity Current liabilities:
Accounts payable $ 5,551 $ 5,857
Accrued expenses 2,842 2,728
Income taxes payable 1,009 67
Current installments of long-term debt and capital lease
obligations 1,782 1,973
------------ ------------
Total current liabilities 11,184 10,625
Long-term debt and capital lease obligations, less current
installments 15,109 17,583
Subordinated debt 1,000 1,000
Deferred income taxes 1,821 1,821
------------ ------------
Total long-term liabilities 17,930 20,404
Stockholders' equity:
Common stock, $.02 par value per share; authorized
28,000,000 shares; issued 8,736,427 shares in both
periods 175 175
Preferred stock, $.02 par value per share; authorized
2,000,000 shares; none issued in both periods -- --
Additional paid-in capital 26,171 26,171
Treasury stock, at cost, 494,312 shares at June 30, 2005 and
499,712 share at December 31, 2004 (2,345) (2,371)
Retained earnings 12,258 10,377
------------ ------------
Total stockholders' equity 36,259 34,352
------------ ------------
Total liabilities and stockholders' equity $ 65,373 $ 65,381
============ ============
</Table>
See accompanying notes
3
LMI AEROSPACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share and per share data)
(Unaudited)
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
----------- ----------- ----------- -----------
Net sales $ 24,008 $ 21,875 $ 47,981 $ 40,415
Cost of sales 18,383 17,548 37,134 33,417
----------- ----------- ----------- -----------
Gross profit 5,625 4,327 10,847 6,998
Selling, general and administrative expenses 3,486 3,562 6,940 7,307
----------- ----------- ----------- -----------
Income (loss) from operations 2,139 765 3,907 (309)
Other income (expense):
Interest expense (422) (563) (842) (1,008)
Other, net (4) 8 (1) 8
----------- ----------- ----------- -----------
Income (loss) before income taxes 1,713 210 3,064 (1,309)
Provision for income taxes 664 75 1,171 75
----------- ----------- ----------- -----------
Net income (loss) $ 1,049 $ 135 $ 1,893 $ (1,384)
=========== =========== =========== ===========
Amounts per common share:
Net income (loss) per common share $ 0.13 $ 0.02 $ 0.23 $ (0.17)
=========== =========== =========== ===========
Net income (loss) per common share assuming
dilution $ 0.13 $ 0.02 $ 0.23 $ (0.17)
=========== =========== =========== ===========
Weighted average common shares
outstanding 8,239,942 8,181,786 8,238,866 8,181,786
=========== =========== =========== ===========
Weighted average diluted stock options
outstanding 95,822 -- 106,897 --
=========== =========== =========== ===========
</Table>
See accompanying notes
4
LMI AEROSPACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<Table>
<Caption>
Six Months Ended June 30,
2005 2004
---------- ----------
Operating activities:
Net income (loss) $ 1,893 $ (1,384)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 2,241 2,320
Non-cash loss on sale of equipment 4 18
Changes in operating assets and liabilities:
Trade accounts receivable (1,699) (623)
Inventories 93 116
Prepaid expenses and other assets (320) (688)
Income taxes 964 1,254
Accounts payable (306) 1,628
Accrued expenses 115 812
---------- ----------
Net cash provided by operating activities 2,985 3,453
Investing activities:
Additions to property, plant and equipment (570) (666)
Proceeds from sale of equipment 17 5
---------- ----------
Net cash provided by (used by) investing activities (553) (661)
Financing activities:
Net borrowings on revolving line of credit (1,590) 1,093
Principal payments on long-term debt (1,075) (3,353)
Proceeds from exercise of stock options 14 --
---------- ----------
Net cash (used by) provided by financing activities (2,651) (2,260)
Effect of exchange rate changes on cash -- (28)
---------- ----------
Net increase (decrease) in cash and cash equivalents (219) 504
Cash and cash equivalents, beginning of year 414 441
---------- ----------
Cash and cash equivalents, end of quarter $ 195 $ 945
========== ==========
Supplemental disclosures of cash flow information:
Interest paid $ 856 $ 869
Income taxes paid (refunded), net $ 190 $ (1,187)
</Table>
See accompanying notes.
5
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
June 30, 2005
1. ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
LMI Aerospace, Inc. (the "Company") fabricates, machines and integrates formed,
close tolerance aluminum and specialty alloy components for use by the aerospace
and technology industries. The Company is a Missouri corporation with
headquarters in St. Charles, Missouri. The Company maintains facilities in St.
Charles, Missouri; Seattle, Washington; Tulsa, Oklahoma; Wichita, Kansas;
Irving, Texas; Sun Valley and Vista, California; and Savannah, Georgia.
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair representation have been included. Operating
results for the six months ending June 30, 2005 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2005. These
financial statements should be read in conjunction with the condensed
consolidated financial statements and accompanying footnotes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2004, as
filed with the Securities and Exchange Commission.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.
6
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
June 30, 2005
STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation in accordance with
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations and provides the pro forma disclosures
required by Statements of Financial Accounting Standards ("SFAS") No. 123,
Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. No stock-based employee
compensation expense is recognized in the statement of operations, as all
options granted had an exercise price equal to the fair value of the underlying
common stock on the date of grant. Had the Company determined compensation cost
based on the fair value of the underlying common stock at the grant date under
SFAS No. 123, net income and earnings per share amounts would have been as
follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net income (loss) $ 1,049 $ 135 $ 1,893 $ (1,384)
Total stock-based employee compensation
expense determined under fair value based
method, net of tax effect 2 2 18 12
---------- ---------- ---------- ----------
Pro forma net income (loss) $ 1,047 $ 133 $ 1,875 $ (1,372)
========== ========== ========== ==========
Net income (loss) per common share - basic
and assuming dilution(1)
As reported $ 0.13 $ 0.02 $ 0.23 $ (0.17)
Pro forma $ 0.13 $ 0.02 $ 0.23 $ (0.17)
</Table>
- ----------
(1) Options to purchase 37,000 and 207,260 shares of common stock were
outstanding at June 30, 2005 and June 30, 2004 respectively, but were not
included in the computations of diluted EPS because the options' exercise
price was greater than the Year to Date average market price of the common
shares.
INCOME TAXES
The Company accounts for income taxes under the provisions of SFAS No. 109,
Accounting for Income Taxes. The objectives of accounting for income taxes are
to recognize the amount of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
SFAS No. 109 also requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized.
7
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
June 30, 2005
2. INVENTORIES
Inventories consist of the following:
<Table>
<Caption>
June 30, 2005 December 31, 2004
------------- -----------------
Gross inventory
Raw materials $ 5,395 $ 4,603
Work in progress 6,107 6,931
Finished goods 14,286 14,458
------------ ------------
Total gross inventory 25,788 25,992
Reserves
Lower of cost or market (373) (288)
Obsolescence & slow moving (1,821) (2,017)
------------ ------------
Total reserves (2,194) (2,305)
Net inventory $ 23,594 $ 23,687
------------ ------------
</Table>
3. GOODWILL AND INTANGIBLES
As required by SFAS No. 142, Goodwill and Other Intangible Assets, the Company
performs an annual goodwill impairment test on a reporting segment basis. A fair
value approach is utilized by management regarding projected cash flows and
other factors to determine the fair value of the respective assets. If required,
an impairment charge is recognized for the amount by which the carrying amount
of goodwill exceeds its fair value.
In the fourth quarter of 2004, the Company performed the required annual
impairment test under SFAS No. 142 and concluded that the remaining goodwill
balance, which relates to the Machining and Technology segment only, was not
further impaired. The remaining goodwill was $5,653 at June 30, 2005 and
December 31, 2004.
CUSTOMER RELATED INTANGIBLES
The carrying amount of customer related intangibles at June 30, 2005 and
December 31, 2004 were as follows:
<Table>
<Caption>
Gross Accumulated Useful
Amount Amortization Life
------------ ------------ --------
Versaform Corporation $ 3,975 $ 729 15 years
------------ ------------
June 30, 2005 $ 3,975 $ 729
============ ============
Versaform Corporation $ 3,975 $ 596
Stretch Forming Corporation 329 300
------------ ------------
December 31, 2004 $ 4,304 $ 896
============ ============
</Table>
Customer related intangibles amortization expense was $86 and $96 for the three
months ended June 30, 2005 and 2004, respectively, and $162 and $192 for the six
months ended June 30, 2005 and 2004, respectively.
8
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
June 30, 2005
4. LONG-TERM DEBT AND REVOLVING LINE OF CREDIT
Long-term debt and revolving line of credit consists of the following:
<Table>
<Caption>
June 30, December 31,
2005 2004
---------- ------------
Term Loans:
Real Estate $ 3,462 $ 3,645
Equipment 4,130 4,720
Revolving line of credit 9,000 10,590
Note payable to director, principal and interest payable
monthly at 7% -- 181
Notes payable, principal and interest payable monthly, at
fixed rates, ranging from 6.99% to 8.88% 299 420
---------- ----------
Total debt 16,891 19,556
Less current installments 1,782 1,973
---------- ----------
Total 15,109 $ 17,583
========== ==========
Subordinated notes due December 2007 payable to certain
directors, interest payable monthly at 12% $ 1,000 $ 1,000
========== ==========
</Table>
NEW CREDIT FACILITY
On November 29, 2004 the Company negotiated a new lending agreement (the "Credit
Facility") with Wells Fargo Business Credit, Inc. ("Wells Fargo"). The Credit
Facility is structured as follows:
o A revolving line of credit (the "Revolver") of up to $18,000,
subject to a borrowing base calculation. At June 30, 2005, the
Company had $9,000 outstanding under the Revolver. The
borrowing base calculation at June 30, 2005 allowed the
Company to borrow up to $14,287. The Revolver requires monthly
payments of interest at Wells Fargo's prime lending rate
(6.00% at June 30, 2005) and matures on November 15, 2007.
o An equipment term loan (the "Equipment Loan") of $4,720
payable monthly over three years in equal monthly principal
installments of $98. The Equipment Loan requires monthly
interest payments at Wells Fargo's prime lending rate plus 4%.
This rate can be reduced to Wells Fargo's prime lending rate
plus 0.5% if the Company is able to meet the covenants under
the Credit Facility and pays a fee of $100.
o A real estate term loan (the "Real Estate Loan") of $3,645
payable in equal monthly principal installments of $30 over
three years, using a ten year amortization table. The Real
Estate Loan requires interest at Wells Fargo's prime lending
rate plus 4%. This rate can be reduced to Wells Fargo's prime
lending rate plus 0.5% if the Company is able to maintain
sufficient liquidity and reduce the borrowing base
calculations by $1,800 over the first year of the Real Estate
Loan.
Under each of the Revolver, the Equipment Loan and the Real Estate Loan, the
Company has an option to fix the interest rate for a period not to exceed 90
days. The Credit Facility is secured by all the assets of the Company and
requires the Company to meet certain non-financial and financial covenants,
including minimum levels of net income and net worth and limits on capital
expenditures. The Credit Facility
9
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share
and per share data)
(Unaudited)
June 30, 2005
In connection with the Credit Facility, the Company issued an aggregate of
$1,000 of subordinated notes to certain of its directors. These subordinated
notes provide for no principal payments and quarterly interest payments at 12%
per annum and mature on December 31, 2007. Prepayments are allowed only if
certain financial transactions or measurements are accomplished.
5. BUSINESS SEGMENT INFORMATION
As set forth in the criteria of SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, the Company is organized into two reportable
segments: the Sheet Metal segment and the Machining and Technology segment. The
Sheet Metal segment fabricates, finishes and integrates close tolerance aluminum
and specialty alloy components primarily for the aerospace industry. The
Machining and Technology segment machines close tolerance aluminum and specialty
alloy components for the aerospace, semiconductor and medical products
industries.
The accounting policies of the segments are the same as those described in Note
1 of the Condensed Consolidated Financial Statements included as part of this
Quarterly Report on Form 10-Q. Sales between segments are insignificant.
Corporate assets, liabilities and expenses related to the Company's corporate
offices are allocated to the segments, except for income taxes. The table below
presents information about reported segments on the basis used internally to
evaluate segment performance:
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net sales:
Sheet Metal $ 20,641 $ 17,472 $ 41,047 $ 32,222
Machining and Technology 3,367 4,405 6,934 8,193
---------- ---------- ---------- ----------
$ 24,008 $ 21,875 $ 47,981 $ 40,415
========== ========== ========== ==========
Income (loss) from operations:
Sheet Metal $ 2,443 $ 103 $ 4,275 $ (1,375)
Machining and Technology (304) 662 (368) 1,066
---------- ---------- ---------- ----------
$ 2,139 $ 765 $ 3,907 $ (309)
========== ========== ========== ==========
Interest expense:
Sheet Metal $ -- $ 145 $ 3 $ 257
Machining and Technology -- 144 -- 311
Corporate 422 274 839 440
---------- ---------- ---------- ----------
$ 422 $ 563 $ 842 $ 1,008
========== ========== ========== ==========
Depreciation and amortization:
Sheet Metal $ 829 $ 1,013 $ 1,707 $ 1,897
Machining and Technology 97 99 194 196
Corporate 165 45 340 227
---------- ---------- ---------- ----------
$ 1,091 $ 1,157 $ 2,241 $ 2,320
</Table>
10
LMI AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except share
and per share data)
(Unaudited)
June 30, 2005
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30 June 30
2005 2004 2005 2004
---------- ---------- ---------- ----------
Capital expenditures:
Sheet Metal $ 274 $ 632 $ 502 $ 629
Machining and Technology 11 7 14 16
Corporate 44 7 54 21
---------- ---------- ---------- ----------
$ 329 $ 376 $ 570 $ 666
========== ========== ========== ==========
</Table>
<Table>
<Caption>
June 30, 2005 December 31, 2004
------------- -----------------
Goodwill:
Machining and Technology $ 5,653 $ 5,653
------------ ------------
$ 5,653 $ 5,653
============ ============
Total assets:
Sheet Metal $ 46,969 $ 45,017
Machining and Technology 14,337 15,981
Corporate 4,067 4,383
------------ ------------
$ 65,373 $ 65,381
============ ============
</Table>
6. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes adjustments to net income (loss) for the
change in foreign currency translations related to the Company's former Canadian
subsidiary which was sold in 2004 as follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net income (loss) $ 1,049 $ 135 $ 1,893 $ (1,384)
Other comprehensive income (loss):
Foreign currency translation
adjustments -- (25) -- (28)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ 1,049 $ 110 $ 1,893 $ (1,412)
========== ========== ========== ==========
</Table>
11
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. The Company makes forward-looking statements in
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of this Quarterly Report on Form 10-Q, which represent the
Company's expectations or beliefs about future events and financial performance.
When used in this report, the words "expect," "believe," "anticipate," "goal,"
"plan," "intend," "estimate," "may," "will" or similar words are intended to
identify forward-looking statements. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions, including
those referred to in the "Risk Factors" section of the Company's Annual Report
on Form 10-K for the year ended December 31, 2004, as filed with the Securities
and Exchange Commission on March 31, 2005.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed may not occur. In addition, actual results could differ
materially from those suggested by the forward-looking statements. Accordingly,
investors are cautioned not to place undue reliance on the forward-looking
statements. Except as required by law, the Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Investors should, however, review
additional disclosures made by the Company from time to time in its periodic
filings with the Securities and Exchange Commission.
This Quarterly Report on Form 10-Q should be read completely and with the
understanding that the Company's actual future results may be materially
different from what the Company expects. All forward-looking statements made by
the Company in this Form 10-Q and in the Company's other filings with the
Securities and Exchange Commission are qualified by these cautionary statements.
The condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which require the
Company to make estimates and assumptions. (See Note 1 of the Condensed
Consolidated Financial Statements included as part of this Quarterly Report on
Form 10-Q).
The Company believes that certain significant accounting estimates have the
potential to have a more significant impact on the financial statements either
because of the significance of the financial statements to which they relate or
because they involve a higher degree of judgment and complexity. A summary of
such critical accounting estimates can be found in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" contained in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
LMI Aerospace, Inc., its direct and indirect wholly-owned subsidiaries and other
required consolidated entities are collectively referred to as "the Company."
Also, unless the context otherwise requires, the terms "we," "us," or "our"
refer to the Company.
The following "Management's Discussion and Analysis of Financial Condition and
Results of Operations," commonly referred to as MD&A, is intended to help the
reader understand the Company, our operations, and our business environment.
MD&A is provided as a supplement to, and should be read in conjunction with, our
condensed consolidated financial statements and the accompanying notes as well
as our Annual Report on Form 10-K for the year ended December 31, 2004.
OUR BUSINESS
We are a leader in fabricating, machining, finishing and integrating formed,
close tolerance aluminum and specialty alloy components and sheet metal products
for use by the aerospace, technology and commercial sheet metal industries.
Aerospace components manufactured by us include leading edge wing slats, flaps
and lens assemblies; cockpit window frame assemblies; fuselage skins and
supports; and passenger and cargo door frames and supports. We manufacture more
than 30,000 aerospace components for integration into a variety of civilian and
military aircraft platforms manufactured by leading original equipment
manufacturers and prime subcontractors. We also produce components and
assemblies for laser equipment used by semiconductor and medical equipment
manufacturers in the technology industry and sheet metal products for various
companies in the commercial sheet metal industry. In addition to manufacturing
quality components, we provide our customers with value-added services related
to the design, production and finishing of its components.
Historically, our business was primarily dependent on the commercial aircraft
market, with Boeing Company as our principal customer. In order to diversify our
products and customer base, we implemented an acquisition and marketing strategy
in the late 1990's that has broadened the number of industries to which we sell
our components, and, within the aerospace industry, diversified our base to
reduce our dependence on Boeing Company. The following table specifies our sales
by market as a percentage of total sales for the six months ended June 30, 2005
as compared to the six months ended June 30, 2004:
<Table>
<Caption>
Six Months Ended Six Months Ended
Market June 30, 2005 June 30, 2004
- ------ ---------------- ----------------
Corporate and regional aircraft 42.0% 30.2%
Commercial aircraft 27.0 27.9
Military products 17.6 20.2
Technology products 3.8 13.1
Other (1) 9.6 8.6
-------------- --------------
Total 100.0% 100.0%
============== ==============
</Table>
(1) Includes commercial sheet metal and various aerospace products.
Beginning in 2001, we began an aggressive acquisition campaign that resulted in
the consummation of four transactions through 2002. In April 2001, we acquired
Tempco Engineering Inc. ("Tempco") and its affiliates, which expanded our
aerospace product line and introduced the Company to the technology industry. We
acquired Versaform Corporation ("Versaform") and its affiliates on May 16, 2002,
Stretch Forming Corporation ("SFC") on June 12, 2002 and Southern Stretch
Forming and Fabrication, Inc. ("SSFF") on September 30, 2002. The Versaform
acquisition significantly increased our presence in the corporate and regional
aircraft market while adding various military products to our product line. The
13
SFC acquisition further supplemented our military product line. Finally, our
acquisition of SSFF increased our business in the corporate and regional
aircraft market.
Unlike the other acquisitions, Tempco operates and is managed as an autonomous
unit. Accordingly, it is treated as a business segment separate from our other
businesses. The Tempco business, which sells machined components to both the
aerospace and technology industries, is referred to in this discussion as the
Machining and Technology segment, and our other businesses are referred to as
the Sheet Metal segment.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO JUNE 30, 2004
The following table is a summary of our operating results for the three months
ended June 30, 2005 and June 30, 2004:
<Table>
<Caption>
($ in millions) Three Months Ended Three Months Ended
June 30, 2005 June 30, 2004
----------------------------------------- ----------------------------------------
Sheet Machining & Sheet Machining &
Metal Technology Total Metal Technology Total
---------- ----------- ---------- ---------- ----------- ----------
Net sales $ 20.6 $ 3.4 $ 24.0 $ 17.5 $ 4.4 $ 21.9
Cost of sales 15.2 3.2 18.4 14.2 3.3 17.5
---------- ---------- ---------- ---------- ---------- ----------
Gross profit 5.4 0.2 5.6 3.3 1.1 4.4
S, G & A 3.0 0.5 3.5 3.2 0.4 3.6
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) from
operations $ 2.4 $ (0.3) $ 2.1 $ 0.1 $ 0.7 $ 0.8
========== ========== ========== ========== ========== ==========
</Table>
SHEET METAL SEGMENT
Net Sales. The following table specifies the amount of the Sheet Metal segment's
net sales by category for the quarters ended June 30, 2005 and June 30, 2004 and
the percentage of the segment's total net sales for each period represented by
each category.
<Table>
<Caption>
($ in millions)
Quarter Quarter
ended ended
June 30, % of June 30, % of
Category 2005 Total 2004 Total
- -------- ---------- ---------- ---------- ----------
Corporate and regional $ 9.8 47.6% $ 7.3 41.7%
Commercial aircraft 6.6 32.0 5.7 32.6
Military products 2.5 12.1 3.0 17.1
Other 1.7 8.3 1.5 8.6
---------- ---------- ---------- ----------
Total $ 20.6 100.0% $ 17.5 100.0%
========== ========== ========== ==========
</Table>
Net sales for the segment for the quarter ended June 30, 2005 were $20.6
million, a 17.7% increase from $17.5 million in the second quarter of 2004.
Net sales for components used on corporate and regional aircraft were $9.8
million for the second quarter of 2005, an increase of 34.2% from $7.3 million
in the second quarter of 2004. Net sales of components used on Gulfstream
aircraft were $8.2 million in the second quarter of 2005, an increase of 95.2%
as compared to $4.2 million in the second quarter of 2004. Increased production
rates by Gulfstream and product sales awarded during 2004 were the primary
reasons for this increase. This increase was offset by reductions in volume with
Bombardier Inc. ("Bombardier") stemming from an agreement for the segment to
shift a previously sub-contracted portion of work back to Bombardier and a
reduction in demand for components used in auxiliary power units used in
corporate and regional aircraft.
14
Commercial aircraft net sales were $6.4 million in the quarter ended June 30,
2005 compared to $5.7 million in the quarter ended June 30, 2004, a 12.3%
increase. This increase was primarily from net sales for components used on
Boeing Company's ("Boeing") 737 aircraft, which were $3.7 million in the current
year second quarter, a 27.6% increase from $2.9 million in the prior year
quarter.
Net sales on military products were $2.5 million in the second quarter of 2005,
a 16.7% decline from $3.0 million in the second quarter of 2004. This reduction
resulted primarily from negotiations to return certain poorly performing
components on Lockheed Martin Corporation's C-130 program to the segment late in
2004.
Gross Profit. Gross profit for the segment was $5.4 million (26.2% of net sales)
in the second quarter of 2005 compared to $3.3 million (18.9% of net sales) in
the second quarter of 2004, an increase of 63.6%. This increase in gross profit
resulted from improved labor efficiencies, as manufacturing labor and fringe
benefit costs were $5.9 million for the quarter ended June 30, 2005 compared to
$5.8 million for the quarter ended June 30, 2004, while sales for the segment
grew 17.7% to $20.6 million from $17.5 million for the same respective periods.
Additionally, the growth in net sales provided more beneficial coverage of fixed
costs.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SGA") expenses were $3.0 million (14.6% of net sales) for the
segment for the quarter ended June 30, 2005, down from $3.2 million (18.3% of
net sales) for the quarter ended June 30, 2004. The prior year amounts included
$0.2 million of restructuring expenses related to a re-alignment of production
capabilities and reduction of employment levels at the segment's Wichita, Kansas
facility. Excluding these restructuring expenses, SGA expenses were unchanged
year over year.
MACHINING AND TECHNOLOGY SEGMENT
Net Sales. The following table specifies the amount of the Machining and
Technology segment's net sales by category for the quarters ended June 30, 2005
and June 30, 2004 and the percentage of the segment's total net sales for each
period represented by each category:
<Table>
<Caption>
($ in millions)
Quarter Quarter
ended ended
June 30, % of June 30, % of
CATEGORY 2005 Total 2004 Total
- -------- ---------- ---------- ---------- ----------
Military products $ 1.6 47.1% $ 1.0 22.7%
Technology products 1.1 32.4 3.1 70.5
Other 0.7 20.5 0.3 6.8
---------- ---------- ---------- ----------
Total $ 3.4 100.0% $ 4.4 100.0%
========== ========== ========== ==========
</Table>
Net sales for the Machining and Technology segment were $3.4 million for the
quarter ended June 30, 2005 compared to $4.4 million for the quarter ended June
30, 2004, a decline of 22.7%.
Net sales of technology products were $1.1 million for the second quarter of
2005, a decrease of 64.5% from $3.1 million during the second quarter of 2004.
This decline is attributable to reduced demand from a customer providing laser
equipment to the semi-conductor industry. Net sales for this market had been
dropping significantly since the third quarter of 2004, hitting a low in the
second quarter of 2005.
Net sales of components for military products increased to $1.6 million during
the quarter ended June 30, 2005, an increase of 60.0% from $1.0 million in the
quarter ended June 30, 2004. This increase was primarily attributable to
increased demand for components on the Apache Helicopter and various guidance
systems.
15
Gross Profit. The segment's gross profit was $0.2 million (5.9% of net sales) in
the quarter ended June 30, 2005, down from $1.1 million (25.0% of net sales) in
the quarter ended June 30, 2004. This 81.8% decline in gross profit resulted
from the reduced coverage of fixed costs by the decline in net sales,
principally the decrease in net sales of laser products, and poor efficiency on
product produced for certain new customers.
Selling, General and Administrative Expenses. SGA expenses were $0.5 million
(14.7% of net sales) in the quarter ended June 30, 2005, an increase from $0.4
million (9.1% of net sales) in the quarter ended June 30, 2004. This increase is
due to higher salary and fringe benefit costs.
NON-SEGMENT EXPENSES
Interest Expense. Interest expense for the second quarter of 2005 was $0.4
million compared to $0.6 million in the second quarter of 2004. The second
quarter of 2004 included a fee payable to the Company's former lender of $0.1
million. Additionally, debt levels were reduced to $17.9 million at June 30,
2005 from $25.6 million at June 30, 2004 from internally generated cash flow.
Income Tax Expense. Income tax expense was $0.7 million for the quarter ended
June 30, 2005, compared to $0.1 million for the quarter ended June 30, 2004. The
effective tax rate for the current year second quarter was 38.7% compared to
35.7% in the second quarter of the prior year. This difference in rate is
primarily attributable to the utilization of certain net operating losses in
2004 that had not previously been valued.
SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO JUNE 30, 2004
The following table is a summary of the Company's operating results for the six
months ended June 30, 2005 and June 30, 2004:
<Table>
<Caption>
($ in millions) Six Months Ended Six Months Ended
June 30, 2005 June 30, 2004
----------------------------------------- -----------------------------------------
Sheet Machining & Sheet Machining &
Metal Technology Total Metal Technology Total
---------- ----------- ---------- ---------- ----------- ----------
Net sales $ 41.1 $ 6.9 $ 48.0 $ 32.2 $ 8.2 $ 40.4
Cost of sales 30.9 6.3 37.2 27.2 6.2 33.4
---------- ---------- ---------- ---------- ---------- ----------
Gross profit 10.2 0.6 10.8 5.0 2.0 7.0
S, G & A 5.9 1.0 6.9 6.4 0.9 7.3
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) from
operations $ 4.3 $ (0.4) $ 3.9 $ (1.4) $ 1.1 $ (0.3)
========== ========== ========== ========== ========== ==========
</Table>
SHEET METAL SEGMENT
Net Sales. The following table specifies the amount of the Sheet Metal segment's
net sales by category for the six months ended June 30, 2005 and June 30, 2004
and the percentage of the segment's total net sales for each period represented
by each category.
<Table>
<Caption>
($ in millions)
Six Months Ended % of Six Months Ended % of
Category June 30, 2005 Total June 30, 2004 Total
- -------- ---------------- ---------- ---------------- ----------
Corporate and regional $ 20.0 48.7% $ 12.2 37.9%
Commercial aircraft 12.9 31.4 11.3 35.1
Military products 4.6 11.2 6.1 18.9
Other 3.6 8.7 2.6 8.1
---------- ---------- ---------- ----------
Total $ 41.1 100.0% $ 32.2 100.0%
========== ========== ========== ==========
</Table>
16
Net sales for the first six months of 2005 were $41.1 million compared to $32.2
million in the first six months of 2004, an increase of 27.6%.
Net sales of corporate and regional aircraft products were $20.0 million in the
first half of 2005, up 63.9% from the first six months of 2004. Components for
use on Gulfstream aircraft generated net sales of $16.6 million in the first
half of 2005 compared to $8.2 million in the first half of 2004. This increase
resulted from the combination of increased production rates at Gulfstream and
additional product sales awarded to the company during 2004.
Net sales of components for commercial aircraft were $12.9 million for the six
months ended June 30, 2005 an increase of 14.2% as compared to $11.3 million for
the six months ended June 30, 2004. Net sales of components for the Boeing 737,
747 and 777 aircraft were $11.9 million through June 30, 2005, up 14.4% from
$10.4 million through June 30, 2004, such increase driven primarily by increased
production rates at Boeing.
Military products generated net sales of $4.6 million in the six months ended
June 30, 2005, down 24.6% from $6.1 million for the six months ended June 30,
2004. This decline resulted from the end of an unprofitable B-52 refurbishment
program during the first half of 2004 and the Company's efforts to move
unprofitable work on components for the C-130 aircraft to other suppliers.
Gross Profit. Gross profit for the first half of 2005 was $10.2 million (24.8%
of net sales), an increase of 104% as compared to $5.0 million (15.5% of net
sales) for the first half of 2004. This improvement in gross profit was driven
by labor efficiency gains from higher net sales, benefits resulting from the
restructuring of the segment's St. Charles, Missouri and Wichita, Kansas
facilities completed in the first half of 2004, and the movement of certain
unprofitable product to other suppliers.
Selling, General and Administrative Expenses. SGA expenses for the segment were
$5.9 million (14.4% of net sales) for the six months ended June 30, 2005, down
7.8% from $6.4 million (19.9% of net sales) for the six months ended June 30,
2004. The first half of 2004 included restructuring costs related to staffing
and facility changes in the segment's St. Charles, Missouri and Wichita, Kansas
operations of $0.7 million.
MACHINING AND TECHNOLOGY SEGMENT
Net Sales. The following table specifies the amount of the Machining and
Technology segment's net sales by category for the six months ended June 30,
2005 and June 30,2004 and the percentage of the segment's total net sales for
each period represented by each category:
<Table>
<Caption>
($ in millions)
Six Months Ended % of Six Months Ended % of
CATEGORY June 30, 2005 Total June 30, 2004 Total
---------------- ---------- ---------------- ----------
Military products $ 3.9 56.5% $ 2.1 25.6%
Technology products 1.8 26.1 5.3 64.6
Other 1.2 17.4 0.8 9.8
---------- ---------- ---------- ----------
Total $ 6.9 100.0% $ 8.2 100.0%
========== ========== ========== ==========
</Table>
Net sales for the Machining and Technology segment were $6.9 million for the
first half of 2005, down 15.9% from $8.2 million in the first half of 2004.
Net sales of technology products were $1.8 million for the six months ended June
30, 2004, down 66.0% from the six months ended June 30, 2004. Demand for
components used in the production of lasers used in the semiconductor market has
continued to be weak. The segment's largest technology customer has delayed
shipments of orders to balance demand and to better manage working capital.
17
Net sales of military products were $3.9 million for the six months ended June
30, 2005, up 85.7% from $2.1 million for the six months ended June 30, 2004.
This increase resulted from additional net sales of Apache helicopter components
and products used in various guidance systems.
Gross Profit. Gross profit for the first six months of 2005 were $0.6 million
(8.7% of net sales) for the segment, down 70.0% from $2.0 million (24.4% of net
sales) for the first six months of 2004. The decrease in net sales for
technology products for the six months ended June 30, 2004 combined with start
up costs related to certain new customers caused this erosion in gross profit.
Selling, General and Administrative Expenses. SGA expense was $1.0 million
(14.5% of net sales) for the first half of 2005, up from $0.9 million (11.0% of
net sales) for the first half of 2004. This increase was primarily attributable
to increased salary and wage cost.
NON-SEGMENT EXPENSES
Interest Expense. Interest expense for the first half of 2005 was $0.8 million
compared to $1.0 million for the first half of 2004. Included in the first half
of 2004 were special bank fees of $0.1 million.
Income Tax Expense. Income tax expense for the six months ended June 30, 2005
were $1.2 million compared to $0.1 million for the six months ended June 30,
2004. The Company's increase in tax expense was due to the increased
profitability during the first six months of 2005 compared to the first six
months of 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated operating cash flow of $3.0 million in the first six
months of 2005, primarily from net income of $1.9 million plus non-cash
depreciation and amortization of $2.3 million. Offsetting this cash source was
growth in the Company's accounts receivables of $1.7 million due to an increase
in net sales. Additionally, the Company received a temporary cash benefit of
$1.0 million from deferring income tax payments to the first quarter of 2006 due
to its level of tax obligation for fiscal 2004.
The Company used $0.6 million of cash for capital expenditures during the first
six months of 2005. The Company has constrained its capital expenditures over
the past 2 years and expects to increase spending over the next 2 years to
support its growth needs. Total capital expenditures for 2005 are expected to be
approximately $2.5 million.
Our current lending agreement (the "Credit Facility") requires cash generated to
be applied to its revolving line of credit (the "Revolver"). Therefore, the
Company carries a small cash balance and feels that its borrowing availability
under the Revolver is a better indicator of its financial flexibility. Under the
Credit Facility, our assets on June 30, 2005 supported Revolver borrowings of up
to $14.3 million. At June 30, 2005, we had $9.0 million outstanding on the
Revolver, thereby providing $5.3 million of additional borrowing capacity. Cash
generated during the year has been used to pay down the Revolver by $1.6 million
and to fund scheduled term debt payments of $1.1 million. We believe our Credit
Facility will support our working capital and other cash needs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk represents the risk of loss that may impact our consolidated
financial position, results of operations or cash flows. We are exposed to
market risk primarily due to fluctuations in interest rates. We do not utilize
any particular strategy or instruments to manage our interest rate risk.
Our Credit Facility is comprised of the Revolver, an equipment term loan (the
"Equipment Loan") and a real estate term loan (the "Real Estate Loan"). The
Credit Facility carries a fluctuating interest rate
18
that now varies based on changes to the prime lending rate of interest of Wells
Fargo Business Credit, Inc. ("Wells Fargo"). Accordingly, we are subject to
potential fluctuations in our debt service. Based on the amount of our
outstanding debt as of June 30, 2005, a hypothetical 1% change in the interest
rate of our Credit Facility would result in a change in our annual interest
expense of approximately $0.2 million during the next fiscal year. However,
under each of the Revolver, the Equipment Loan and the Real Estate Loan, the
Company has an option to fix the interest rate for a period not to exceed 90
days, which, while not eliminating interest rate risk, allows the Company to
moderate the impact of changes in Wells Fargo's prime lending rate.
ITEM 4. CONTROLS AND PROCEDURES.
As of June 30, 2005, our Chief Executive Officer and Chief Financial Officer
carried out an evaluation with the participation of other members of our
management as they deemed appropriate of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in periodic reports that the Company files with the
Securities and Exchange Commission is (a) recorded, processed, summarized and
reported within the time period specified in the SEC's rules and forms and (b)
is accumulated and communicated to the Company's management, including its
officers, as appropriate to allow timely decisions regarding required
disclosure.
In connection with our 2004 year-end audit, our independent registered public
accounting firm identified certain material weaknesses relating to inventory
valuation at our Vista, California location. In January 2005, we undertook three
corrective actions specifically designed to address this concern which consisted
of (i) the conversion of the operating and financial systems at our Vista,
California location for assimilation into our operating and financial systems,
(ii) the evaluation and documentation of the procedures at our Vista location,
and (iii) providing more management oversight of the accounting for inventories
at our Vista, California location.
During the second quarter of 2005, we completed the conversion of the operating
and financial systems formerly utilized at our Vista, California location.
Accordingly, in the judgment of management, this corrective action has been
completed and constitutes significant changes in our internal controls. We are
currently providing additional managerial oversight for the accounting for
inventory at our Vista, California facility and will continue to train selected
accounting personnel to perform this function. We are still in the process of
evaluating and documenting the procedures related to inventory evaluation at our
Vista, California location and expect such undertaking will be completed by
year-end 2005. When completed, the corrective action related to such evaluation
and documentation will constitute a significant change in our internal controls.
We will continue to evaluate the effectiveness of its disclosure controls and
procedures and its internal controls on an ongoing basis and will take further
action as appropriate.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer
have concluded that as of June 30, 2005 our disclosure controls and procedures
are effective to ensure that information we are required to disclose in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported accurately within the time periods specified
in Securities and Exchange Commission rules and forms.
19
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On February 6, 2004, Versaform, our wholly-owned subsidiary acquired on May 16,
2002, was served a subpoena by the federal government.
The subpoena relates to the time period January 1, 1999 through February 6, 2004
and was issued in connection with an investigation by certain government
agencies, including the Department of Defense, Office of Inspector General,
Defense Criminal Investigative Service and the Federal Bureau of Investigation.
The subpoena refers to structural components Versaform manufactured for Nordam
Corporation for B-52 engine cowlings, components for auxiliary power units
Versaform manufactured for Hamilton Sundstrand, a United Technologies Company,
and certain tools Versaform manufactured for Lockheed Martin Corporation.
We have not been served with any notice of any pending legal action filed by any
government agency. Accordingly, we have no knowledge of any specific allegations
of wrongdoing against Versaform by any regulatory authority.
We intend to cooperate fully with the federal government in connection with any
investigation of this matter and has currently provided all information and
support of related manufacturing and sales activity requested.
Other than as noted above, we have not been a party to any legal proceedings,
other than routine claims and lawsuits arising in the ordinary course of its
business. We do not believe such claims and lawsuits, individually or in the
aggregate, will have a material adverse effect on our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of the shareholders of the Company was held on July
7, 2005. Of the 8,243,147 shares entitled to vote at such meeting,
8,102,261 shares were present at the meeting in person or by proxy.
(b) The individual listed below was elected as a Class I Director of the
Company at the meeting, and the number of shares voted for, against and
withheld were as follows:
<Table>
<Caption>
Number of Shares Voted
-------------------------
Name For Withheld
---- --- --------
Sanford S. Neuman 7,785,292 316,969
</Table>
The individuals listed below are Directors whose term of office
continued after the meeting:
Thomas G. Unger
John M. Roeder
Paul L. Miller, Jr.*
Ronald S. Saks
Joseph Burstein
Brian D. Geary
* Mr. Miller passed away on July 15, 2005.
Abstentions with respect to the election of directors were treated as
votes withheld.
(c) In addition to the election of one Class I Director, the following
matters were voted upon:
(i) The shareholders ratified the appointment of BDO Seidman, LLP
as the Company's independent auditor for the fiscal year
ending December 31, 2005. The number of shares voted for,
against and withheld were as follows:
20
<Table>
<Caption>
Number of Shares Voted
---------------------------------------
For Against Abstain
--- ------- -------
8,078,865 4,070 19,326
</Table>
(ii) The shareholders approved the LMI Aerospace, Inc. 2005
Long-Term Incentive Plan. The number of shares voted for,
against and withheld were as follows:
<Table>
<Caption>
Number of Shares Voted
------------------------------------------------------------
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
5,121,908 196,850 7,295 2,776,208
</Table>
(d) None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K.
(a) Exhibits:
See Exhibit Index.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LMI AEROSPACE, INC.
Date: August 12, 2005 /s/ Ronald S. Saks
-------------------------------------
Ronald S. Saks,
President and Chief Executive Officer
Date: August 12, 2005 /s/ Lawrence E. Dickinson
-------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary
22
EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
31.1 Rule 13a-14(a) Certification of Ronald S. Saks,
President and Chief Executive Officer.
31.2 Rule 13a-14(a) Certification of Lawrence E.
Dickinson, Secretary and Chief Financial Officer.
32 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of Sarbanes-Oxley
Act of 2002.
</Table>
23