LMI Aerospace, Inc.
LMI AEROSPACE INC (Form: 8-K, Received: 05/10/2017 06:03:45)


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): May 10, 2017

LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Missouri
(State or Other Jurisdiction of Incorporation)

0-24293
43-1309065
(Commission File Number)
(IRS Employer Identification No.)
 
 
411 Fountain Lakes Blvd., St. Charles, Missouri
63301
(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. below):

 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
X
 
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 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

On May 10, 2017, LMI Aerospace, Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing, among other things, its financial performance for the first quarter ended March 31, 2017.  The full text of the Earnings Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Exhibit 99.1 attached to this Current Report on Form 8-K is deemed “furnished” to the Securities and Exchange Commission (the “SEC”), and not “filed” with the SEC, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Current Report on Form 8-K into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

Section 9 – Financial Statements and Exhibits
 
Item 9.01.  Financial Statements and Exhibits

(d)
Exhibits  . See the Exhibit Index which is hereby incorporated by reference.

Additional Information and Where to Find It

In connection with the proposed merger with a wholly-owned indirect subsidiary of Sonaca S.A., the Company filed a definitive proxy statement and form of proxy with the SEC on Schedule 14A on April 24, 2017, which was also mailed to shareholders of the Company on or about April 28, 2017. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and shareholders may obtain a free copy of documents filed by the Company with the SEC at the SEC’s website at http://www.sec.gov . In addition, investors and shareholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.lmiaerospace.com or by directing a request to: LMI Aerospace, Inc., 411 Fountain Lakes Boulevard, St. Charles, Missouri 63301, Attention: Corporate Secretary, (636) 946-6525.

Participants in the Solicitation
The Company and certain of its directors, executive officers, and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information about directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s annual report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2016, as filed with the SEC on April 4, 2017, and its definitive proxy statement referenced above for its special meeting of shareholders. Certain directors, executive officers, other members of management and employees of the Company may have direct or indirect interests in the proposed merger due to securities holdings, vesting of equity awards, rights to severance payments and other rights set forth in current employment agreements and prospective employment agreements that are expected to become effective as of the closing of the merger. Additional information regarding the direct and indirect interests of these individuals and other persons who may be deemed to be participants in the solicitation will be included in the proxy statement with respect to the merger the Company will file with the SEC and furnish to the Company’s shareholders.







 

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.

Dated:  May 10, 2017

 
LMI AEROSPACE, INC.
 
 
 
 
 
 
By:
/s/ Clifford C. Stebe, Jr.
 
 
 
Clifford C. Stebe, Jr.
 
 
 
Chief Financial Officer





EXHIBIT INDEX
 
Exhibit Number
Description
 
 
99.1
Text of earnings press release issued by the Company dated May 10, 2017.


 






Exhibit 99.1
LOGOA02A08.JPG
Contact:
Cliff Stebe
Chief Financial Officer, 636.946.6525


FOR IMMEDIATE RELEASE
 

LMI Aerospace Announces First Quarter 2017 Results

ST. LOUIS, May 10, 2017 -- LMI Aerospace Inc. (Nasdaq:LMIA) ("LMI" or the "Company"), a leading provider of design and aftermarket engineering services, and supplier of structural assemblies, kits and components to the aerospace and defense markets, announced its financial results for the first quarter ended March 31, 2017 .

First Quarter Results

For the first quarter of 2017 , net sales were $83.8 million , compared to $87.3 million in the first quarter of 2016 . A net loss of $6.5 million , or $0.49 per diluted share, was realized in the first quarter of 2017 , compared to a net loss of $1.8 million , or $0.14 per diluted share, in the first quarter of 2016 .

Operating income for the first quarter of 2017 , excluding $2.6 million of net unfavorable, non-recurring items, was $1.7 million . Non-recurring items in the first quarter of 2017 included $2.5 million of expenses related to the Company's pending merger with Sonaca. Diluted loss per share, excluding the impact of non-recurring items, was $0.29 in the first quarter of 2017 . Operating income for the first quarter of 2016 , excluding $1.1 million of net unfavorable, non-recurring items, was $4.5 million . Non-recurring items in the first quarter of 2016 included $0.9 million of restructuring expenses. Diluted loss per share, excluding the impact of non-recurring items, was $0.05 in the first quarter of 2016 .

“Expected sales growth within our Aerostructures segment began to materialize in the first quarter of 2017,” said LMI Aerospace Chief Executive Officer Dan Korte. “We secured additional work on the Boeing 777X platform, bringing our total new content up to $224,000 per shipset. Even with this significant expansion of our content on this aircraft, we see opportunities to continue to grow our 777 work through new bids and by extending existing content.

“Rate readiness remains a key area of focus for us as we begin production ramp-ups on key commercial and business jet programs. In the first quarter, we made further investments in critical equipment and saw an increase in inventory spend to support anticipated demand, impacting cash flow. We remain on track to serve these key growth platforms.

“We look forward to the special shareholder meeting on June 8 for the vote to approve Sonaca’s acquisition of all shares of LMI stock, a key milestone in our progression toward closing the merger transaction.”







Segment Results

 
Q1
 
Q1
($ in millions)
2017
 
2016
 
 
 
 
Net sales:
 
 
 
Aerostructures
$
79.2

 
$
77.0

Engineering Services
4.9

 
11.1

Eliminations
(0.3
)
 
(0.8
)
Total net sales
$
83.8

 
$
87.3

 
 
 
 
(Loss) income from operations:
 
 
 
Aerostructures (1)
$
0.6

 
$
3.5

Engineering Services
(1.4
)
 
0.2

Eliminations
(0.1
)
 
(0.3
)
Total (loss) income from operations (1)
$
(0.9
)
 
$
3.4

(1) The first quarter of 2017 includes $2.5 million of legal and other transaction costs associated with the Company's pending merger with Sonaca.

Aerostructures Segment

 
 
Q1
 
 
 
 
Q1
 
 
Net Sales ($ in millions)
 
2017
 
% of Total
 
 
2016
 
% of Total
 
 
 
Large commercial aircraft
 
$
45.0

 
56.8
%
 
 
$
44.8

 
58.2
%
Corporate and regional aircraft
 
19.4

 
24.5
%
 
 
17.3

 
22.5
%
Military
 
9.2

 
11.6
%
 
 
8.9

 
11.6
%
Other
 
5.6

 
7.1
%
 
 
6.0

 
7.7
%
Total
 
$
79.2

 
100.0
%
 
 
$
77.0

 
100.0
%

Aerostructures revenue increased 2.9 percent to $79.2 million in the first quarter of 2017 from $77.0 million in the first quarter of 2016 . The increase in net sales was primarily due to higher sales of $2.4 million on the Gulfstream G500/600 program and $1.6 million on the Bombardier C-Series program. Sales in the first quarter of 2017 on the Gulfstream G450/550 program decreased $1.8 million when compared to the prior-year period.

The Aerostructures segment generated gross profit of $13.0 million , or 16.4 percent of net sales, in the first quarter of 2017 versus $14.8 million , or 19.2 percent of net sales, in the first quarter of 2016 .  The reduction in gross profit margin was primarily attributable to start-up and learning related to new programs, and inefficiencies integrating work from a rationalized facility.

Selling, general and administrative expenses were $12.4 million in the first quarter of 2017 versus $11.3 million in the first quarter of 2016 . Excluding the impact of $2.5 million of legal and other transaction costs related to the merger with Sonaca, selling general and administrative expenses decreased $1.4 million in the first quarter of 2017 when compared to the first quarter of 2016 on lower restructuring costs and salary and related expenses of $1.0 million and $0.7 million, respectively.







Engineering Services Segment

 
 
Q1
 
 
 
 
Q1
 
 
Net Sales ($ in millions)
 
2017
 
% of Total
 
 
2016
 
% of Total
 
 
 
Large commercial aircraft
 
$
1.4

 
28.6
%
 
 
$
5.9

 
53.2
%
Corporate and regional aircraft
 
1.7

 
34.7
%
 
 
2.6

 
23.4
%
Military
 
1.5

 
30.6
%
 
 
2.2

 
19.8
%
Other
 
0.3

 
6.1
%
 
 
0.4

 
3.6
%
Total
 
$
4.9

 
100.0
%
 
 
$
11.1

 
100.0
%

Engineering Services revenue decreased 55.9 percent to $4.9 million in the first quarter of 2017 from $11.1 million in the first quarter of 2016 . The decline in net sales was primarily due to a decrease in maintenance and repair revenues of $2.3 million in addition to an overall decrease in demand for engineering services.

Gross loss for the segment was $0.5 million , or 10.2 percent of net sales, for the first quarter of 2017 , compared to gross profit of $1.7 million , or 15.3 percent of net sales, for the prior-year period.  Lower volume and cost overruns on firm, fixed-price contracts negatively impacted the first quarter of 2017 when compared to the prior-year period.

Selling, general and administrative expenses for the segment were $0.9 million in the first quarter of 2017 compared to $1.5 million in the first quarter of 2016 . Intangible asset amortization and salary and wage expenses were each lower in the first quarter of 2017 by $0.2 million when compared to the prior-year period.

Non-Segment

Interest expense was $5.2 million in the first quarter of 2017 compared to $5.3 million in the first quarter of 2016 .

The Company recorded income tax expense of $0.01 million for the first quarter of 2017 , compared to an income tax benefit of $0.2 million in the first quarter of 2016 .

Increases in product inventory and capital spending to support expected higher demand in future periods unfavorably impacted cash flow and contributed to an increase in borrowings of $23.5 million on the Company's revolving credit facility in the first quarter of 2017. The Company's operations used cash of $16.4 million in the first quarter of 2017 and funded net capital expenditures of $8.1 million , resulting in negative free cash flow of $24.5 million . In the first quarter of 2016 , the Company's operations used cash of $7.2 million and funded net capital expenditures of $2.4 million , resulting in negative free cash flow of $9.7 million .

Conference Call and Outlook for 2017

Due to the pending transaction to be acquired by Sonaca Group, the Company will not hold an earnings conference call for the first quarter of 2017 and will not be issuing guidance or financial targets at this time.

About LMI Aerospace

LMI Aerospace Inc. is a leading supplier of structural assemblies, kits and components and provider of engineering services to the commercial, business and regional, and military aerospace markets. Manufacturing more than 40,000 products for a variety of platforms and providing turnkey engineering capabilities to support aircraft lifecycles, LMI offers complete, integrated solutions in aerostructures, engineering and program management. Headquartered in St. Louis, LMI has 21 locations across the United States and in Mexico, the United Kingdom and Sri Lanka. For more information, visit: www.lmiaerospace.com .

The Company entered into a Plan of Merger with Sonaca, S.A. on February 16, 2017, as detailed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.







Additional Information and Where to Find It

In connection with the proposed merger with a wholly-owned indirect subsidiary of Sonaca S.A., the Company filed a definitive proxy statement and form of proxy with the SEC on Schedule 14A on April 24, 2017, which was also mailed to shareholders of the Company on or about April 28, 2017. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and shareholders may obtain a free copy of documents filed by the Company with the SEC at the SEC’s website at http://www.sec.gov . In addition, investors and shareholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.lmiaerospace.com or by directing a request to: LMI Aerospace, Inc., 411 Fountain Lakes Boulevard, St. Charles, Missouri 63301, Attention: Corporate Secretary, (636) 946-6525.

Participants in the Solicitation
The Company and certain of its directors, executive officers, and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information about directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s annual report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2016, as filed with the SEC on April 4, 2017, and its definitive proxy statement referenced above for its special meeting of shareholders. Certain directors, executive officers, other members of management and employees of the Company may have direct or indirect interests in the proposed merger due to securities holdings, vesting of equity awards, rights to severance payments and other rights set forth in current employment agreements and prospective employment agreements that are expected to become effective as of the closing of the merger. Additional information regarding the direct and indirect interests of these individuals and other persons who may be deemed to be participants in the solicitation will be included in the proxy statement with respect to the merger the Company will file with the SEC and furnish to the Company’s shareholders.
Cautionary Statements Regarding Forward-Looking Statements
 
This news release may include forward-looking statements, including statements related to LMI's strategy and outlook for 2017 and beyond, and other statements based on current management expectations, estimates and projections. Such forward-looking statements are not guarantees and are inherently subject to various risks and uncertainties that could cause actual results and events to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things, uncertainties and risks arising from the announcement of and failure to consummate the proposed merger transaction, difficulties implementing the Company's growth strategy, continued decline in demand in the Engineering Services segment, the potential impact of changes regarding U.S. trade partnerships, treaties, and tax law, managing leverage resulting from our notes and revolving credit facility, complying with debt covenants with respect to such indebtedness and competitive pressures, as well as those Risk Factors detailed in the Company's Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2016, as filed with the SEC on April 4, 2017, and any risk factors set forth in our other filings with the Securities and Exchange Commission. Any forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.









LMI Aerospace, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(Unaudited)
 
March 31,
 
December 31,
 
2017
 
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
723

 
$
2,491

Accounts receivable, net
59,117

 
51,269

Inventories
130,259

 
122,761

Prepaid expenses and other current assets
4,566

 
3,586

Total current assets
194,665

 
180,107

 
 
 
 
Property, plant and equipment, net
101,175

 
99,515

Goodwill
62,482

 
62,482

Intangible assets, net
38,064

 
38,852

Other assets
2,454

 
2,676

Total assets
$
398,840

 
$
383,632

 
 
 
 
Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
31,859

 
$
29,378

Accrued expenses
20,594

 
25,543

Current installments of long-term debt and capital lease obligations
2,725

 
2,655

Total current liabilities
55,178

 
57,576

 
 
 
 
Long-term debt and capital lease obligations, less current installments
260,479

 
237,398

Other long-term liabilities
2,412

 
3,117

Total long-term liabilities
262,891

 
240,515

 
 
 
 
Shareholders’ equity:
 
 
 
Common stock, $0.02 par value per share; authorized 28,000,000 shares; issued 13,701,350 and 13,625,205 shares at March 31, 2017 and December 31, 2016, respectively
274

 
273

Preferred stock, $0.02 par value per share; authorized 2,000,000 shares; none issued at either date

 

Additional paid-in capital
101,630

 
99,955

Accumulated other comprehensive loss
(260
)
 
(282
)
Accumulated deficit
(20,873
)
 
(14,405
)
Total shareholders’ equity
80,771

 
85,541

Total liabilities and shareholders’ equity
$
398,840

 
$
383,632

Supplemental Balance Sheet Information:
March 31,
 
December 31,
 
2017
 
2016
Product inventory
$
93,387

 
$
85,885

Capitalized contract costs
36,872

 
36,876

Total inventories
$
130,259

 
$
122,761







LMI Aerospace, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands, except share and per share data)(Unaudited)  
 
Three Months Ended March 31,
 
2017
 
2016
 
 
 
 
Sales and service revenue
 
 
 
Product sales
$
78,572

 
$
75,862

Service revenue
5,248

 
11,469

Net sales
83,820

 
87,331

Cost of sales and service revenue
 
 
 
Cost of product sales
65,363

 
60,336

Cost of service revenue
6,016

 
10,765

Cost of sales
71,379

 
71,101

Gross profit
12,441

 
16,230

 
 
 
 
Selling, general and administrative expenses:
 
 
 
Selling, general and administrative expenses
10,834

 
11,853

Merger expense
2,534

 

Restructuring expense
(20
)
 
947

Total selling, general and administrative expenses
13,348

 
12,800

(Loss) income from operations
(907
)
 
3,430

 
 
 
 
Other (expense) income:
 
 
 
Interest expense
(5,218
)

(5,263
)
Other, net
(333
)
 
(90
)
Total other expense
(5,551
)
 
(5,353
)
 
 
 
 
Loss before income taxes
(6,458
)
 
(1,923
)
Provision (benefit) for income taxes
10


(164
)
Net loss
(6,468
)

(1,759
)
Other comprehensive income (loss):
 
 
 
Change in foreign currency translation adjustment
22

 
(13
)
Total comprehensive loss
$
(6,446
)
 
$
(1,772
)
 
 
 
 
Amounts per common share:
 
 
 
Net loss per common share
$
(0.49
)
 
$
(0.14
)

 
 
 
Net loss per common share assuming dilution
$
(0.49
)
 
$
(0.14
)

 
 
 
Weighted average common shares outstanding
13,213,051

 
12,975,485


 
 
 
Weighted average dilutive common shares outstanding
13,213,051

 
12,975,485






LMI Aerospace, Inc.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)


 
Three Months Ended
 
March 31,
 
2017
 
2016
Operating activities:
 
 
 
Net loss
$
(6,468
)
 
$
(1,759
)
Adjustments to reconcile net loss to net cash used by operating activities:
 
 
 
Depreciation and amortization
4,462

 
4,900

Amortization of debt issuance cost
469

 
478

Stock based compensation
273

 
345

Other non-cash items
(47
)
 
(65
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(7,862
)
 
(6,475
)
Inventories
(7,654
)
 
(4,740
)
Prepaid expenses and other assets
(910
)
 
(387
)
Current income taxes
5

 
(38
)
Accounts payable
4,781

 
7,388

Accrued expenses
(3,419
)
 
(6,891
)
Net cash used by operating activities
(16,370
)
 
(7,244
)
Investing activities:
 
 
 
Additions to property, plant and equipment
(8,101
)

(2,418
)
Proceeds from sale of property, plant and equipment

 
6

Net cash used by investing activities
(8,101
)

(2,412
)
Financing activities:
 
 
 
Proceeds from issuance of debt

 
1,465

Principal payments on long-term debt and notes payable
(666
)
 
(874
)
Advances on revolving line of credit
53,000

 
2,000

Payments on revolving line of credit
(29,500
)
 
(2,000
)
Other, net
(131
)
 

Net cash provided by financing activities
22,703

 
591

Net decrease in cash and cash equivalents
(1,768
)
 
(9,065
)
Cash and cash equivalents, beginning of period
2,491

 
10,504

Cash and cash equivalents, end of period
$
723

 
$
1,439

Supplemental disclosure of noncash transactions:
 
 
 
Defined contribution plan funding in company stock
$
1,535

 
$
1,472


 





 
LMI Aerospace, Inc.
Selected Non-GAAP Disclosures
(Amounts in thousands)
(Unaudited)
 
 
 
Three Months Ended March 31,
 
 
 
 
2017
 
2016
 
 
 
 
 
Non-GAAP Financial Information
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)(1):
 
 
 
 
 
 
 
 
 
Net loss
 
$
(6,468
)
 
$
(1,759
)
Income tax expense (benefit)
 
10

 
(164
)
Depreciation and amortization
 
4,462

 
4,900

Stock-based compensation
 
762

 
752

Interest expense
 
5,218

 
5,263

Merger expense
 
2,534

 

Restructuring expense
 
(20
)
 
947

Integration expense
 
58

 
31

Other, net
 
310

 
170

Adjusted EBITDA
 
$
6,866

 
$
10,140

 
 
 
 
 
Free Cash Flow (2):
 
 
 
 
 
 
 
 
 
Net cash used by operating activities
 
$
(16,370
)
 
$
(7,244
)
Less net capital expenditures
 
(8,101
)
 
(2,412
)
Free cash flow
 
$
(24,471
)
 
$
(9,656
)

(1) The Company believes Adjusted EBITDA is a measure important to many investors as an indication of operating performance by the business. We feel this measure provides additional transparency to investors that augments but does not replace the GAAP reporting of net income and provides a good comparative measure. Adjusted EBITDA is not a measure of performance defined by GAAP and should not be used in isolation or as a substitute for the related GAAP measure of net income.

(2) The Company believes Free Cash Flow is a measure of the operating cash flow of the Company that is useful to investors. Free Cash Flow is a measure of cash generated by the Company for such purposes as repaying debt or funding acquisitions. Free Cash Flow is not a measure of performance defined by GAAP and should not be used in isolation or as a substitute for the related GAAP measure of cash provided by operating activities.