-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AOgw1URuFEvS66edpPGcgi6VQlrHWuf9ue7GUK2zHyzt35nLScmwOd0yE8hszMTN Etgk1mlMFtjSrq3At9Sz+g== 0001011240-99-000082.txt : 19991117 0001011240-99-000082.hdr.sgml : 19991117 ACCESSION NUMBER: 0001011240-99-000082 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI AEROSPACE INC CENTRAL INDEX KEY: 0001059562 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 431309065 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24293 FILM NUMBER: 99755687 BUSINESS ADDRESS: STREET 1: P O BOX 900 CITY: ST CHARLES STATE: MO ZIP: 63302 BUSINESS PHONE: 3149466525 MAIL ADDRESS: STREET 1: P O BOX 900 CITY: ST CHARLES STATE: MO ZIP: 63302 10-Q 1 FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1999 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 September 30, 1999. [ ] 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: 0-24293 LMI AEROSPACE, INC. (Exact name of registrant as specified in its charter) Missouri 43-1309065 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3600 Mueller Road St. Charles, Missouri 63302 (Address of Principal Executive Offices) (ZIP Code) (314) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of Shares outstanding Title of class of Common Stock as of September 30, 1999 - ------------------------------ ---------------------------- Common Stock, par value $.02 per share 8,125,761 LMI AEROSPACE, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDING SEPTEMBER 30, 1999 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Balance Sheets as of December 31, 1998 and September 30, 1999 Condensed Consolidated Statements of Operations for the three months and the nine months ending September 30, 1998 and 1999 Condensed Consolidated Statements of Cash Flows for the nine months ending September 30, 1998 and 1999 Notes to Unaudited Condensed Consolidated Financial Statements Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K SIGNATURE PAGE EXHIBIT INDEX LMI Aerospace, Inc. Condensed Consolidated Balance Sheets (Amounts in thousands, except share and per share data) December 31, September 30, 1998 1999 (unaudited) --------------------------------- Assets Current assets: Cash and cash equivalents $ 11,945 $ 7,991 Investments 1,250 -- Trade accounts receivable 7,535 7,579 Inventories 12,619 13,591 Prepaid expenses 279 321 Other current assets 256 564 Deferred income taxes 876 876 --------------------------------- Total current assets 34,760 30,922 Property, plant, and equipment, net 19,489 21,395 Other assets 1,934 1,992 --------------------------------- $ 56,183 $ 54,309 ================================= Liabilities and stockholders' equity Current liabilities: Accounts payable $ 3,768 $ 3,671 Accrued expenses 2,437 1,782 Income taxes payable 442 -- Current installments of long-term debt 142 106 --------------------------------- Total current liabilities 6,789 5,559 Long-term debt, less current installments 2,732 2,655 Deferred income taxes 1,371 1,371 --------------------------------- Total noncurrent liabilities 4,103 4,026 Stockholder's equity: Common stock of $.02 par value; authorized 28,000,000 shares; issued 8,734,422 at December 31, 1998 and at September 30, 1999 175 175 Additional paid-in capital 26,164 26,120 Treasury Stock, at cost, 384,000 and 608,661 shares in 1998 and 1999 (2,628) (3,738) Retained earnings 21,580 22,167 --------------------------------- Total stockholder' equity 45,291 44,724 ================================= $ 56,183 $ 54,309 ================================= See accompanying notes. LMI Aerospace, Inc. Condensed Consolidated Statements of Operations (Amounts in thousands, except per share data) (Unaudited) For the Three Months For the Nine Months Ended September 30 Ended September 30 1998 1999 1998 1999 ------------------------------------------------ Net sales $ 15,165 $ 12,382 $ 47,158 $38,362 Cost of sales 10,454 11,345 32,798 31,670 ------------------------------------------------ Gross profit 4,711 1,037 14,360 6,692 Selling, general, and administrative expenses 2,267 2,031 6,000 6,155 ------------------------------------------------ Income/(loss) from operations 2,444 (994) 8,360 537 Interest (expense)/income 84 54 (379) 203 ------------------------------------------------ Income/(loss) before income taxes 2,528 (940) 7,981 740 Provision for income taxes 850 (329) 2,921 152 ================================================ Net income/(loss) $ 1,678 $ (611) $ 5,060 $ 588 ================================================ Net income/ (loss) per common share $ .19 $ (.08) $ .74 $ .07 ================================================ Net income/(loss) per common share - assuming dilution $ .19 $ (.08) $ .72 $ .07 ================================================ Weighted average common shares outstanding 8,675,074 8,128,803 6,870,833 8,226,799 ================================================ Weighted average dilutive stock options outstanding 167,209 102,814 147,205 117,475 ================================================ See accompanying notes. LMI Aerospace, Inc. Condensed Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) For the Nine Months Ended September 30 1998 1999 ------------------------------ Operating activities Net income $ 5,060 $ 588 Adjustments to reconcile net income to net cash provided by operating activities: Net cash provided by operating activities: Depreciation and amortization 1,915 2,422 Changes in operating assets and liabilities: Trade accounts receivable (1,635) (44) Inventories (1,617) (972) Prepaid expenses and other assets (98) (688) Income taxes payable (141) (442) Accounts payable (23) (97) Accrued expenses 1,728 (655) ------------------------------ Net cash from operating activities 5,189 112 Investing activities Additions to property, plant, and equipment, net (3,991) (4,048) Purchases of investments -- (210) Proceeds from sale of investments, net -- 1,460 Acquisition of company, net of cash acquired (2,791) -- ------------------------------ Net cash from investing activities (6,782) (2,798) Financing activities Proceeds from issuance of long-term debt 2,073 -- Principal payments on long-term debt (9,247) (113) Treasury stock transactions, net -- (1,167) Proceeds from subscriptions receivable 600 Proceeds from issuance of common stock, net 25,537 -- Proceeds from exercise of stock options 29 12 ------------------------------ Net cash from financing activities 16,922 (1,268) Net change in cash and cash equivalents 15,399 (3,954) Cash and cash equivalents, beginning of period 244 11,945 ============================== Cash and cash equivalents, end of period $ 15,643 $ 7,991 ============================== See accompanying notes. LMI Aerospace, Inc. Notes to Condensed Consolidated Financial Statements (Dollar amounts in thousands, except share and per share data)) (Unaudited) September 30, 1999 1. Accounting Policies Basis of Presentation LMI Aerospace, Inc. (the Company) fabricates, machines, and integrates formed, close tolerance aluminum and specialty alloy components for use by the aerospace industry. 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; and Irving, Texas. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 nine months ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the SEC. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. 2. Initial Public Offering In April, 1998, the Company's Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission relating to an initial public offering of the Company's unissued common stock. In connection with the initial public offering, the Company effected a 2.29-for-one stock dividend of the Company's common stock payable June 1, 1998 to shareholders of record on May 1, 1998. All references in the accompanying financial statements to the number of shares of common stock and per common share amounts have been retroactively adjusted to reflect the stock dividend. In addition, the Company's capital structure was changed to reflect 28,000,000 shares of common stock and 2,000,000 shares of preferred stock authorized. In June, 1998, the Company completed its initial public offering selling 2,645,000 shares (including the underwriters 15 percent over allotment) at $10.00 per share ($23.5 million after fees and expenses of $2.9 million). 3. Acquisition On August 25, 1998, the Company acquired the assets of Precise Machine Company ("Precise"), based in Irving, Texas. Precise manufactures precision machined components used primarily by the defense, aerospace and financial service industries. The purchase price for the net assets acquired was approximately $2,791 in cash. This acquisition has been accounted for by the purchase method, and accordingly, the results of operations were included in the Company's Condensed Consolidated Statements of Income from the date of acquisition. The purchase price has been allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition. The excess of the purchase price over the fair value of net assets acquired, totaling $1,461, was allocated to goodwill, and is being amortized over a 25-year period on a straight-line basis. Accumulated amortization of goodwill through September 30, 1999 was approximately $67. 4. Inventories Inventories consist of the following: December 31, September 30, 1998 1999 ------------------------------------------ Raw materials $ 3,483 $4,236 Work in process 3,717 4,081 Finished goods 5,419 5,274 ========================================== $ 12,619 $ 13,591 ========================================== 5. Property, Plant, and Equipment Property, plant, and equipment consist of the following: December 31, September 30, 1998 1999 ------------------------------------------ Land $ 690 $ 705 Buildings 8,714 11,683 Machinery and equipment 21,660 23,092 Leasehold improvements 950 768 Construction in progress 1,037 200 Other assets 875 1,051 ------------------------------------------ 33,926 37,499 Less accumulated depreciation (14,437) (16,104) ========================================== $ 19,489 $ 21,395 ========================================== 6. Long-Term Debt Long-term debt consists of the following: December 31, September 30, 1998 1999 ---------------------------------------- Industrial Development Revenue Bond, interest payable monthly, at a variable rate $ 2,500 $ 2,500 Notes payable, principal and interest payable monthly, at fixed rates, ranging from 8.78% to 9.56% 308 234 Capital lease obligations 66 27 ---------------------------------------- 2,874 2,761 Less current installments 142 106 ======================================== $ 2,732 $ 2,655 ======================================== On March 31, 1998, the Company obtained a $15,000 unsecured line of credit with a financial institution to fund various corporate needs. Interest is payable monthly based on a quarterly cash flow leverage calculation and the LIBOR rate. This facility matures on October 31, 2000 and requires compliance with certain non-financial and financial covenants including minimum tangible net worth and EBITDA. The credit facility prohibits the payment of cash dividends on common stock without the financial institution's prior written consent. At September 30, 1999, there are no borrowings under the line of credit. The Industrial Revenue Bond ("IRB") bears interest at a variable rate, which is based on the existing market rates for comparable outstanding tax-exempt bonds (4.2 percent and 3.8 percent at December 31, 1998 and September 30, 1999, respectively), not to exceed 12 percent. The IRB is secured by a letter of credit by a financial institution, which holds 100 percent participation in the letter of credit and has a security interest in certain equipment. The bond matures in November 2000. The Company entered into various notes payable for the purchase of certain equipment. The notes are payable in monthly installments including interest (ranging from 8.78 percent to 9.56 percent through November 2002). The notes payable are secured by equipment. 7. Commitments and Contingencies The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the following report contains forward-looking statements based on the beliefs of the Company and are subject to certain risks and uncertainties. The Company's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below as well as those factors set forth in the Company's other filings with the Securities and Exchange Commission. Overview LMI Aerospace, Inc. is a leader in the fabricating, machining and integrating of formed close tolerance aluminum and specialty alloy components for use by the aerospace industry. The Company has been engaged in manufacturing components for a wide variety of aerospace applications. Components manufactured by the Company 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. The Company maintains multi-year contracts with leading original equipment manufacturers and primary subcontractors of commercial, corporate, regional and military aircraft. Such contracts, which govern the majority of the Company's sales, designate the Company as the sole supplier of the aerospace components sold under the contracts. Customers include Boeing, Lockheed Martin, Northrop Grumman, Gulfstream, Learjet, Canadair, DeHavilland and PPG. The Company manufactures more than 15,000 parts for integration into such models as Boeing's 737, 747, 757, 767 and 777 commercial aircraft and F-15, F/A-18, C-17 military aircraft, Canadair's RJ regional aircraft, Gulfstream's G-IV and G-V corporate aircraft, and Lockheed Martin's F-16 and C-130 military aircraft. Results of Operations Quarter ended September 30, 1999 vs. September 30, 1998 Net Sales. Net sales for the quarter ended September 30, 1999 were $12.4 million, down from $15.2 million in 1998. Net sales on the 737 Next Generation aircraft increased during the third quarter of 1999 to $3.5 million from $3.0 million in 1998. The reductions in production and inventory adjustments at the Company's largest customer, Boeing, continue to have negative impacts on deliveries of components for the 747, dropping to $1.2 million in 1999 from $3.6 million in 1998. The phase out of the 737 Classic from Boeing's product line contributed to a reduction in net sales on that model of $0.7 million, dropping to $0.3 million from $1.0 million. New contracts on the Gulfstream G-IV and G-V aircraft increased the Company's participation on these models, with net sales rising to $1.7 million in 1999 from $1.0 million in 1998. Net sales on Boeing's military aircraft (principally the F-15, F/A 18, and C-17) increased $0.9 million during the quarter to $1.0 million due to a program the Company won late in 1998. During the third quarter of 1999, Boeing announced the potential shut down of their F-15 production line and notified the Company to halt shipments on certain outstanding orders. In light of this, net sales related to this aircraft dropped to $0.1 million in the quarter from approximately $0.5 million in both the first and second quarters of 1999. The future of the F-15 is uncertain, but will likely provide little future benefit to the Company. Gross Profit. The Company's gross profit fell to $1.0 million (8.4% of net sales) for the quarter from $4.7 million (31.1% of net sales) in 1998. During the quarter, gross profit was negatively impacted by the decline in net sales, resulting in a reduced ability to cover the Company's fixed costs. The Company encountered changes in the manufacturing process of components produced for the 737 NG which were required to be reworked at an additional cost of $0.3 million, thereby reducing gross profit for the quarter. Also, the Company recorded a one time charge of $0.2 million (1.6% of net sales) to establish a reserve for components and CNC programming on the F-15 Selling, General, and Administrative Expenses. These expenses were $2.0 million in 1999 compared to $2.3 million in 1998, reflecting a decrease in payroll expense in the quarter. Income Taxes. Income tax expense (benefit) is recorded at an effective tax rate of 35% in the third quarter of 1999. During the third quarter of 1998, the Company used an effective rate of 37.5%, net of the recognition of $0.1 million in state income tax credits. Nine Months Ended September 30, 1999 vs. September 30, 1998 Net Sales. Net sales for the first nine months of 1999 totaled $38.4 million, down from $47.2 million in 1998, a reduction of 18.7%. Net sales on all Boeing commercial aircraft dropped by $13.3 million during the first nine months of 1999 due to the production rate declines and inventory adjustments at Boeing. The most precipitous drop has occurred on the 747 model, where the Company has experienced net sales drop to $4.3 million in 1999 from $9.2 million in 1998. Additionally, the Company's net sales on the 737 Classic aircraft reduced to $1.2 million in 1999 from $4.7 million in 1998 as this model is phased out of production by Boeing. The reductions in net sales on these models have been partially offset by continued strong shipments on the 737 NG, which contributed $9.8 million during 1999 compared to $9.2 million in 1998, and by growth in business with Gulfstream and Boeing's military unit. Net sales on Gulfstream aircraft totaled $3.9 million in 1999, up from $1.8 million in 1998. Net sales on Boeing's military aircraft were $3.3 million during 1999, up from $0.2 million in 1998. Gross Profit. The Company's gross profit fell to $6.7 million (17.4% of net sales) in 1999 from $14.4 million (30.5% of net sales) in 1998. Reductions in net sales have provided less coverage of fixed costs during 1999. The previously mentioned third quarter charges of $0.3 million for manufacturing process changes and $0.2 million for the pending shutdown of Boeing's F-15 production line had adverse effects on gross profit in 1999. Employee counts have fallen 16.6% since the beginning of 1999, however the financial benefit has yet to be fully recognized as much of the reduction occurred during the third quarter. Selling, General, and Administrative Expenses. Total selling, general and administrative expenses rose to $6.2 million in 1999 from $6.0 million in 1998. The majority of this rise was caused by an increase in professional fees. Income Taxes. The Company provision for income taxes is calculated using a 35% rate. During 1999, the Company also recognized a benefit of $0.1 million due to a refund generated by a change in filing status in a certain state. Liquidity and Capital Resources During the nine months ended September 30, 1999, the Company had cash flow from operations of $0.1 million. The growth in inventories the Company has experienced in 1999 totaled $1.0 million, however, the third quarter reflects a $0.2 million reduction from the peak levels of the second quarter. Capital expenditures for 1999 have totaled $4.0 million. Expansions of the St. Charles facilities, which began in 1998 were substantially complete during the third quarter and required a total investment of $3.6 million. During the third quarter, the Company purchased and placed in service a riveting and drilling machine at a total cost of $.01 million to support a new contract for assembling sections of the Boeing 767 for Northrop Grumman. The Company does not expect capital expenditures in the fourth quarter to be substantial. Year 2000 Readiness Disclosure The advent of the year 2000 poses certain technological challenges resulting from computer technologies that recognize and process calendar years by the last two digits rather than all four digits of such year (e.g., "98" for "1998"). Computer technologies programmed in this manner may not properly recognize or process a year that begins with the digits "20" instead of "19." If not corrected, such computer technologies could produce, among other problems, inaccurate, erroneous or unpredictable results or system failures (such failures and their related impact on business operations hereinafter being referred to as the "Year 2000 Problem"). To address the Year 2000 Problem, the Company, beginning in late 1997, formulated a three-step plan under which the Company's information technology ("IT") and non-information technology, such as embedded chip machines ("Non-IT"), systems would be (i) assessed; (ii) updated, replaced and tested as necessary, and (iii) monitored for compliance (the "Plan"). As of September 30, 1999, the Company had substantially completed the assessment phase of the Plan. This phase involves, among other things, identification of those IT and non-IT systems that were impacted in some way by the Year 2000 Problem, and of such systems, identifying which are principal to the Company's principal business operations. As part of this assessment, the Company reviewed its principal IT system which was installed in late 1997 as part of a previously formulated strategic growth plan and found it to have satisfied the Company's Y2K concerns. The Company also identified the other IT systems which have certain Y2K concerns and has replaced or upgraded such programs. Based on internal reviews of the non-IT systems and inquiries made of the manufacturers of the non-IT systems, the Company believes that such systems do not have any material Y2K concerns. The assessment of our Tulsa facility (which supplies services to the other divisions of the Company and operates with a backlog of less than 30 days) has been completed and final testing of software interfaces will be completed by November 30, 1999. Updating and replacing critical IT systems and components was substantially completed by the end of 1997, as a result of an upgrade to the Company's IT systems which had been planned and scheduled prior to the Company's review of the Year 2000 Problem. One noncritical IT system remains to be updated at September 30, 1999. The Company has the upgrade and will install it in November 1999. Monitoring of Y2K concerns generally, is on-going and the Company anticipates it will continue throughout 1999. Weekly reviews are being held to discuss completion of all open actions. All action plans will be completed by November 30, 1999. During all phases of the Plan, the Company has actively monitored the Y2K preparedness of its key suppliers, distributors, customers and service providers. Based on the inquiries made, correspondence received and other verification procedures conducted, the Company believes that its significant business partners are resolving their respective Year 2000 Problems in a reasonable fashion in line with industry practice. However, the Company has had limited discussions with its utility providers (e.g., electricity, gas, telecommunications) regarding Y2K concerns. As part of the Plan, however, the Company will continue to monitor Y2K disclosures by, and make certain inquiries of, key providers and agencies to the businesses that rely on them and will generally strive for Y2K preparedness against industry-wide and geographic Y2K systemic risks comparable to that maintained by similarly situated organizations exercising appropriate due care. Because the Company had recently upgraded its IT systems prior to directly addressing any Y2K concerns, to date, the Company has incurred an immaterial amount of costs that are directly attributable to addressing its Year 2000 Problem. Moreover, the Company expects additional Y2K expenditures to be similarly immaterial. The Company has funded, and plans to fund, its Year 2000 related expenditures out of general operating income. The Company believes that it has substantially completed its Plan and that all remaining actions are not significant. The Company also believes that such Plan provides a reasonable course of action to prepare the Company for the year 2000 and significantly reduce the risks faced by the Company with respect to the Year 2000 Problem. However, the uncertainty of the Year 2000 Problem could lead to a failure of the Company's Plan which may result in an interruption in or failure of certain normal business activities or operations. Such failures could materially adversely affect the Company's results of operations, liquidity and financial condition. The Company could face some risk from the possible failure of one or more of its suppliers, distributors and service providers to continue to provide uninterrupted service through the changeover to the year 2000. While an evaluation of the Year 2000 preparedness of such parties has been part of the Company's Plan, the Company's ability to evaluate is limited to some extent by the willingness of such parties to supply information and the ability of such parties to verify the Y2K preparedness of their own systems or their sub-providers. The Company does not currently anticipate that any of such parties will fail to provide continuing service due to the Year 2000 Problem. The Company, like similarly-situated enterprises, is subject to certain risks as a result of possible industry-wide or area-wide failures triggered by the Year 2000 Problem. For example, the failure of certain utility providers (e.g., electricity, gas, telecommunications) to avoid disruption of service in connection with the transition from 1999 to 2000 could materially adversely affect the Company's results of operations, liquidity and financial condition. In management's estimate, such a system-wide or area-wide failure presents the most significant risk to the Company in connection with the Year 2000 Problem because the resulting disruption may be entirely beyond the ability of the Company to cure. The significance of any such disruption would depend on its duration and systemic and geographic magnitude. Of course, any such disruption would likely impact businesses other than the Company. In order to reduce the risks enumerated above, the Company is developing and evaluating contingency plans to deal with events affecting the Company or one of its business partners arising from the Year 2000 Problem. These contingency plans include identifying alternative suppliers, distribution networks and service providers. Certain catastrophic events (such as the loss of utilities or the failure of certain governmental bodies to function) are outside the scope of the Company's contingency plans, although the Company anticipates that it would respond to any such catastrophe in a manner designed to minimize disruptions in customer service, and in full cooperation with its peer providers, community leaders and service organizations. The foregoing discussion of the Company's Year 2000 Preparedness contains a substantial number of forward-looking statements, indicated by such words as "expects," "believes," "estimates," "anticipates," "plans," "assessment," "should," "will," and similar words. These forward-looking statements are based on the Company's and management's beliefs, assumptions, expectations, estimates and projections any or all of which are subject to future change, depending on unknown developments and facts. These forward-looking statements should be read in conjunction with the Company's disclosures located at the beginning of Management's Discussion and Analysis. PART II OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) See Exhibit Index. (b) No current reports on Form 8-K have been filed by the Company during the quarter ended September 30, 1999. 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: November 15, 1999 By: /s/ Lawrence E. Dickinson ---------------------------------------- Lawrence E. Dickinson Chief Financial Officer and Secretary (duly authorized and principal financial officer) EXHIBIT INDEX Exhibit Number Description -------------- ----------- 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 7,991 0 7,579 50 13,591 30,922 21,395 1,992 54,309 5,559 2,500 0 0 175 44,549 54,309 38,362 38,362 31,670 31,670 6,155 0 146 740 152 588 0 0 0 588 .07 .07
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