8-K

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): March 11, 2009

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, MO	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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 March 11, 2009, LMI Aerospace, Inc. (the “Company”) issued a press release (the “Press Release”) announcing, among other things, its financial results for the fourth quarter and for the year ended December 31, 2008. The text of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

     A conference call to discuss the results will be held on Thursday, March 12, 2009, at 9:00 A.M. CDT, which will be hosted by Ronald S. Saks, President and Chief Executive Officer, and Lawrence E. Dickinson, Chief Financial Officer.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

     The Company also announced in the Press Release its revised guidance for fiscal year 2009.

     The information in Items 2.02 and 7.01 above 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.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Text of press release issued by the Company dated March 11, 2009.

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: March 11, 2009

LMI AEROSPACE, INC.
By:	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Text of press release issued by the Company dated March 11, 2009

EX-99.1

Exhibit 99.1

Contact:
Ed Dickinson
Chief Financial Officer, 636.916.2150

FOR IMMEDIATE RELEASE

LMI AEROSPACE ANNOUNCES RESULTS FOR
THE FOURTH QUARTER AND FULL-YEAR 2008

Guidance for 2009 is Revised

     ST. LOUIS, March 11, 2009 — LMI Aerospace, Inc. (NASDAQ: LMIA), a leading provider of design engineering services, structural components, assemblies and kits to the aerospace, defense and technology industries, today announced financial results for the fourth quarter and full-year 2008.

     Net sales in the quarter ended December 31, 2008, were $52.2 million compared to $54.6 million in the quarter ended December 31, 2007. Gross profit was $11.9 million in the fourth quarter of 2008 vs. $14.1 million in the year-ago quarter. Net income for the fourth quarter of 2008 was $585,000 or $0.05 per diluted share vs. $3.8 million or $0.34 per diluted share in the fourth quarter of 2007. Results for the fourth quarter of 2008 were negatively impacted by $2.8 million of unusual pre-tax items or $0.16 per share. These expenses include a $2.3 million non-cash goodwill impairment charge related to Tempco Engineering; a $300,000 write-off of intangibles from the discontinued TCA consulting business; and $200,000 of severance pay. Excluding these expenses, net income would have been $2.4 million or $0.21 per share, in the fourth quarter of 2008.

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LMI Aerospace Announces
2008 Results
Page 2

     For the full-year 2008, net sales were $239.5 million compared to $168.5 million in 2007. Net income in 2008 was $15.3 million (including the special charges in the fourth quarter) or $1.35 per diluted share compared to $13.2 million or $1.17 per diluted share in 2007. The prior-year results include five months of operations of D3 Technologies, Inc., which was acquired July 31, 2007.

     “In our news release dated January 27, 2009, we described the effects of the deferrals of certain customer orders and the Boeing strike which combined to reduce sales of our Aerostructures segment by $15.5 million in the fourth quarter of 2008,” said Ronald S. Saks, President and Chief Executive Officer of LMI Aerospace, Inc. “In addition, expenses related to the discontinuance of our TCA lean consulting operation, severance pay and a charge for impairment of goodwill at one of our machining divisions further reduced our operating income in the fourth quarter. This impairment charge was caused by the sudden and deep decline in semiconductor demand which is expected to last into 2010. Our inventories grew in the fourth quarter by $9.2 million as we began to make the adjustment to temporarily reduced demand from three major customers. Our adjusted net income of $0.21 per diluted share in the fourth quarter of 2008 was below our expectations as we began the quarter, but represented good performance given the 30 to 35 percent reduction in projected Aerostructures sales revenue.”

     Net sales for the Aerostructures segment for the fourth quarter of 2008 and 2007 were as follows:

			% of					% of
Category	Q4 2008		Total			Q4 2007		Total
	($ in millions)
Corporate and regional aircraft	$	13.5		41.4	%	$	13.4		35.8	%
Large commercial aircraft		9.4		28.8	%		10.5		31.9	%
Military		7.8		23.9	%		9.0		24.0	%
Technology		1.0		3.1	%		2.3		5.3	%
Other		0.9		2.8	%		1.0		3.0	%
Total	$	32.6		100.0	%	$	36.2		100.0	%

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LMI Aerospace Announces
2008 Results
Page 3

     Included in large commercial aircraft revenue in 2008 above are aftermarket sales for the Boeing 767 wing modification kit of $1.3 million.

     Net sales for the Engineering Services segment for the fourth quarter of 2008 and 2007 were as follows:

			% of					% of
Category	Q4 2008		Total			Q4 2007		Total
	($ in millions)
Corporate and regional aircraft	$	5.1		26.0	%	$	5.1		27.7	%
Large commercial aircraft		9.9		50.5	%		9.1		49.5	%
Military		3.8		19.4	%		3.1		16.8	%
Tooling and Other		0.8		4.1	%		1.1		6.0	%
Total	$	19.6		100.0	%	$	18.4		100.0	%

     Gross profit for the fourth quarter of 2008 was $11.9 million or 22.9 percent of sales compared to $14.1 million or 25.8 percent of sales in the fourth quarter of 2007. In the fourth quarter of 2008, gross profit for the Aerostructures segment was $8.3 million or 25.8 percent of sales versus $11.0 million or 30.4 percent of sales in the year-ago quarter. Gross profit for the Engineering Services segment for the fourth quarter of 2008 was $3.6 million or 18.2 percent of sales versus $3.1 million or 16.8 percent of sales in the year-ago period.

     Selling, general and administrative expenses, excluding the goodwill impairment charge, were $8.4 million in the fourth quarter of 2008, or 16.1 percent of sales compared to $7.1 million or 13.0 percent of sales in the year-ago quarter. SG&A expenses, excluding the goodwill impairment charge, were $6.2 million in the fourth quarter of 2008 for the Aerostructures segment vs. $5.3 million in the fourth quarter of 2007, up primarily due to the TCA intangible write-off and severance pay. SG&A expenses were $2.2 million for the Engineering Services segment in the fourth quarter of 2008 compared to $1.8 million in the year-ago quarter. Net interest expense in the fourth quarter of 2008 was $449,000 compared to $644,000 in the fourth quarter of 2007. Income taxes in the fourth quarter of 2008 were $0.2 million, compared to $2.5 million in the year-ago quarter. The effective tax rate in the fourth quarter of 2008 was 25.7 percent compared to 39.6 percent in the fourth quarter of 2007.

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LMI Aerospace Announces
2008 Results
Page 4

     “LMI set records for sales and net income in 2008,” Saks said. “Our most noteworthy accomplishments include a smooth integration of our Aerostructures and Engineering Services segments, significantly improved relationships with our major customers on more complex engineering and build projects for newly designed aircraft, and our success in Aerostructures in balancing our work between three market segments. The continued maturity of the organizations in both segments and the diversification of our sales have helped to stabilize the overall corporate team, which will be ready to capitalize on new opportunities with our customers on both new and legacy programs offered if our competitors fail to survive the current global economic pressures.”

     In 2009, the Aerostructures segment began the year with backlog of $250 million, with approximately $184 million of that amount due in 2009. Following the March 5, 2009, Gulfstream announcement reducing production rates in 2009, the segment is now expected to generate net sales of $180 million to $190 million compared to previous guidance of $193 million to $203 million. The reduction in revenue is primarily due to the Gulfstream rate reduction. The segment now anticipates gross profit ranging from 24.5 percent to 25.5 percent. Selling, general and administrative expenses are expected to be between $26.0 million and $27.0 million.

     Guidance for the Engineering Services segment has also been changed to reflect the lack of visibility of customer demand in the second half of 2009 and the challenges of transitioning engineers into new projects as existing work concludes. Revenues are expected to range from $80 million to $84 million, gross profit from 17.5 percent to 18.5 percent, and selling, general and administrative expenses from $7.6 million to $8.0 million.

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LMI Aerospace Announces
2008 Results
Page 5

     On a consolidated basis, revenues are expected to range from $260 million to $274 million. Gross profit is expected to range from 23 percent to 24 percent and selling, general and administrative expenses should be between $33.6 million and $35.1 million. The company also expects approximately $550,000 of certain unusual costs related to the acquisition of Integrated Technologies, Inc., using the new rules of FAS 141R, the results of the discontinued TCA operations, and restructuring costs. Interest expense is anticipated to range from $1.5 million to $1.6 million and taxes are expected to be approximately 36.5 percent.

     “Our 2009 revenue estimates for Aerostructures do not include any new work statement that may be received during the year, and are based on customer supplied production rates for 2009, adjusted for the recent rate reduction announced by Gulfstream,” Saks said. “As the economy and our industry stabilize, we expect that 2009 and 2010 will present numerous challenges as our customers adjust production to known demand. In addition to opportunities we expect to see as a result of failing suppliers, both segments continue to work on aerospace projects offered by our customers with an emphasis at Aerostructures on the Boeing Model 747-8, Blackhawk helicopter, Gulfstream G650 and other military aircraft.

     “Our Engineering Services segment has targeted several new development programs as well. This division has developed a good reputation for handling complex design projects and also expects to benefit as key customers move forward on new programs using financially capable suppliers. LMI will use the next two years to develop and execute our design and build capabilities on new programs as well as continue our commitment to productivity improvement and employee training.

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LMI Aerospace Announces
2008 Results
Page 6

     “Our emphasis in Aerostructures on increasing free cash flow by reducing inventories while preserving margins, limiting capital expenditures to $5 million in 2009, and reducing selected operating expenses are expected to produce good financial performance in 2009 and future years. We recognize that every supplier to the aerospace and defense industry will not increase market share during this economic downturn. However, we have done it before and we expect to do it again,” Saks said.

     LMI Aerospace, Inc. is a leading provider of design engineering services, structural components, assemblies and kits to the aerospace, defense and technology industries. Through its Aerostructures segment, the company fabricates machines, finishes and integrates formed, close-tolerance aluminum and specialty alloy components and sheet-metal products, primarily for large commercial, corporate and military aircraft. It manufactures more than 30,000 products for integration into a variety of aircraft platforms manufactured by leading original equipment manufacturers and Tier 1 aerospace suppliers. Through its Engineering Services segment, operated by its D3 Technologies subsidiary, the company provides a complete range of design, engineering and program management services, supporting aircraft lifecycles from conceptual design, analysis and certification through production support, fleet support and service-life extensions.

     This news release includes forward-looking statements related to LMI Aerospace, Inc.’s, outlook for 2009, 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 of, among other things, the factors detailed from time to time in LMI Aerospace, Inc.’s filings with the Securities and Exchange Commission. Please refer to the Risk Factors contained in the company’s filings with the Securities and Exchange Commission.

###

LMI Aerospace, Inc.
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)

	December 31
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	29		$	82
Trade accounts receivable — net of allowance of $304 and $292 at December 31, 2008 and 2007, respectively		26,887			29,588
Inventories		62,393			40,940
Prepaid expenses and other current assets		2,137			2,135
Income taxes receivable		364			630
Total current assets		91,810			73,375
Property, plant and equipment, net		20,103			19,733
Goodwill		46,258			48,670
Intangible assets, net		17,861			19,428
Deferred income taxes		5,148			3,962
Other assets		1,167			1,429
Total assets	$	182,347		$	166,597
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	12,363		$	10,681
Accrued expenses		9,936			9,997
Short-term deferred gain on sale of real estate		233			233
Current installments of long-term debt		498			775
Total current liabilities		23,030			21,686
Long-term deferred gain on sale of real estate		3,540			3,773
Long-term debt, less current installments		25,536			29,022
Deferred income taxes		7,441			7,289
Total long-term liabilities		36,517			40,084
Stockholders’ equity:
Common stock, $.02 par value per share; authorized 28,000,000 shares; issued 11,926,309 shares and 11,820,057 shares at December 31, 2008 and 2007, respectively		239			236
Preferred stock, $.02 par value per share; authorized 2,000,000 shares; none issued in both periods		—			—
Additional paid-in capital		69,855			67,244
Treasury stock, at cost, 364,088 shares and 385,688 shares at December 31, 2008 and 2007, respectively		(1,727	)		(1,830	)
Retained earnings		54,433			39,177
Total stockholders’ equity		122,800			104,827
Total liabilities and stockholders’ equity	$	182,347		$	166,597

LMI Aerospace, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Sales and service revenue
Product sales	$	32,601		$	36,167		$	149,267		$	137,074
Service revenue		19,599			18,429			90,195			31,428
Net sales		52,200			54,596			239,462			168,502
Cost of sales
Cost of product sales		24,231			25,173			105,425			97,293
Cost of service revenues		16,031			15,298			72,922			26,295
Cost of sales		40,262			40,471			178,347			123,588
Gross profit		11,938			14,125			61,115			44,914
Selling, general and administrative expenses		8,414			7,128			33,128			23,466
Impairment of goodwill		2,303						2,303
Income from operations		1,221			6,997			25,684			21,448
Other income (expense)
Interest income (expense)		(449	)		(644	)		(1,815	)		(902	)
Other, net		15			5			10			(20	)
Total other income (expense)		(434	)		(639	)		(1,805	)		(922	)
Income before income taxes		787			6,358			23,879			20,526
Provision for income taxes		202			2,518			8,611			7,369
Net income	$	585		$	3,840		$	15,268		$	13,157
Amounts per common share:
Net income per common share	$	0.05		$	0.34		$	1.36		$	1.18
Net income per common share assuming dilution	$	0.05		$	0.34		$	1.35		$	1.17
Weighted average common shares outstanding		11,245,389			11,160,179			11,198,610			11,157,396
Weighted average diluted common shares outstanding		11,290,321			11,310,734			11,301,382			11,288,486