UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2004
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 0-24293 43-1309065
(State or Other Jurisdiction (Commission File (IRS Employer Identification No.)
of Incorporation) Number)
3600 Mueller Road, St. Charles, Missouri 63302-0900
(Address of principal executive offices) (Zip Code)
(636) 946-6525
(Registrant's telephone number, including area code)
(Former Name or Former Address, If Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2004, LMI Aerospace, Inc. and its subsidiaries (collectively,
the "Company") closed a three-year credit agreement with Wells Fargo Business
Credit, Inc. ("Wells Fargo"). The agreement includes a revolving note of up to
$18 million, subject to a borrowing base consisting of accounts receivable and
inventory, and term loans totalling $8,365,000. All loans are secured by a first
priority security interest in all of the Company's tangible and intangible
personal property and a first mortgage on three of its owned facilities.
In addition, as a condition to closing on the credit agreement with Wells
Fargo, certain directors of the Company loaned to the Company $1,000,000 of
subordinated debt maturing December 31, 2007 and secured by a mortgage on
certain Company real estate. Such loans were approved by the Company's Audit
Committee and are subordinated to the debt represented by the credit agreement
with Wells Fargo.
The proceeds from the credit agreement with Wells Fargo and the loans from
the directors, net of related expenses, are being used to repay all outstanding
principal and interest to the Company's former lender, Union Planters Bank,
N.A., and to provide working capital.
Section 7 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On November 30, 2004, LMI Aerospace, Inc. issued a press release announcing that
it had signed and closed a three-year financing agreement with Wells Fargo
Business Credit, Inc. The text of the press release is attached hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit
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10.1 Credit and Security Agreement dated November 29, 2004 by and among
Leonard's Metal, Inc., LMI Finishing, Inc., Tempco Engineering,
Inc., Versaform Corp., and Precise Marine Partners, LLP, as the
Borrower, Wells Fargo Business Credit, Inc., as the Lender, and
LMI Aerospace, Inc. and Precise Machine Company, as Guarantors.
10.2 Promissory Note dated November 29, 2004 in the principal amount of
$150,000 from the Company to the Sanford S. Neuman Revocable Trust
u/t/a September 25, 2000.
10.3 Promissory Note dated November 29, 2004 in the principal amount of
$350,000 from the Company to the Joseph Burstein Revocable Trust
u/t/a August 30, 1983.
10.4 Promissory Note dated November 29, 2004 in the principal amount of
$300,000 from the Company to the Geary Family Trust.
10.5 Promissory Note dated November 29, 2004 in the principal amount of
$200,000 from the Company to Ronald S. Saks.
The information in this Current Report on Form 8-K, including the attached press
release, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
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 hereunto duly authorized.
Date: December 1, 2004
LMI AEROSPACE, INC.
By: /s/ Lawrence E. Dickinson
-----------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary
Contact:
Ed Dickinson, Chief Financial Officer
636.916.2150
FOR IMMEDIATE RELEASE
LMI AEROSPACE SIGNS A THREE-YEAR
CREDIT AGREEMENT WITH WELLS FARGO BUSINESS CREDIT
Certain Directors Provide Additional $1.0 Million of Subordinated Debt
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ST. LOUIS, November 30, 2004 - LMI Aerospace, Inc. (Nasdaq: LMIA), a
leading provider of assemblies, kits and detail sheet metal and machined
components to the aerospace, defense and technology industries, reported today
that it entered into and closed a three-year financing agreement with Wells
Fargo Business Credit, Inc. The agreement includes a revolving note of up to $18
million, subject to a borrowing base, secured by accounts receivable and
inventory, a $4,720,000 equipment term note secured by all of LMI's machinery
and equipment, and a $3,645,000 real estate term note secured by some of LMI's
owned land and buildings.
In addition, certain directors of LMI loaned the company $1,000,000 of
subordinated debt maturing December 31, 2007 and secured by certain LMI real
estate. The proceeds from these credit agreements, net of related expenses, are
being used to repay all outstanding principal and interest to LMI's former
lender, Union Planters Bank, N.A., and to provide working capital.
"We are very pleased to announce that we have secured a financing plan
which provides LMI with the working capital needed to fund our growth and to
allow us to seek larger contracts from our customers," said Ronald S. Saks,
Chief Executive Officer. "Our improvement in operating results, our continuous
focus on cash flow and the increasing growth in demand from our customers have
enabled us to arrange financing from Wells Fargo. The Wells Fargo team worked
with Lincoln Partners LLC and our Chief Financial Officer, Ed Dickinson, to
devise a financing plan that makes us accountable for meeting our budgets as
well as provides added working capital needed to fund our growth. Our directors
have shown their confidence in our management team and their commitment to our
shareholders by providing additional funds as well."
Details of these financing arrangements will be made available through the
filing of a Form 8-K, which will be completed by December 1, 2004.
LMI Aerospace, Inc. is a leading supplier of quality components to the
aerospace and technology industries. The Company operates twelve manufacturing
facilities that fabricate, machine, finish and integrate formed, close tolerance
aluminum and specialty alloy components for commercial, corporate, regional and
military aircraft, laser equipment used in the semiconductor and medical
industries, and for the commercial sheet metal industries.
This press release includes forward-looking statements related to LMI
Aerospace's outlook for 2004, which are based on current management
expectations. Such forward-looking statements are subject to various risks and
uncertainties, many of which are beyond the control of LMI Aerospace, Inc.
Actual results could differ materially from the forward looking statements as a
result, among other things, of the factors detailed from time to time in LMI
Aerospace's filings with the Securities and Exchange Commission, including those
factors contained in the Company's Annual Report on Form 10-K/A for the year
ended December 31, 2003.