=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] 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: 0-29490 HAWKER PACIFIC AEROSPACE (Exact name of registrant as specified in its charter) California 95-3528840 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11240 Sherman Way, Sun Valley, California 91352 (Address of principal executive offices) (Zip Code) (818) 765-6201 (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 ----------- ----------- The number of shares of the registrant's common stock outstanding on November 11, 1999, was 5,822,222 shares. =============================================================================== HAWKER PACIFIC AEROSPACE First Amendment to 10-Q for period ended June 30, 1999 - ------------------------------------------------------- During October 1999, the Company's senior lender, Heller Financial, Inc., and NMB-Heller Limited (collectively, "Heller"), notified Hawker Pacific that it had undercharged the Company by $425,000 in interest during the period from April 1 through September 30, 1999. This amount was properly reclassified back to the second and third quarters, requiring this restatement of the Company's second quarter report. $195,000 of the amount undercharged by Heller is attributable to the second quarter. Net of tax, the Company's net loss for the quarter increased by $122,000 ($0.02 per share). The following table summarizes the effect on the Company's Statements of Operations. US$ thousands, except per share 3 months ended 6/30/99 6 months ended 6/30/99 - ----------------------------------------------------------------------------------------------------- As reported As restated As reported As restated - ----------------------------------------------------------------------------------------------------- Interest expense $ 1,320 $ 1,515 $ 2,461 $ 2,656 - ----------------------------------------------------------------------------------------------------- Net loss ($2,860) ($2,982) ($2,820) ($2,942) - ----------------------------------------------------------------------------------------------------- Loss per share: basic and diluted ($0.49) ($0.51) ($0.48) ($0.51) - ----------------------------------------------------------------------------------------------------- Attached are all four restated financial statements. No other changes are required for the Company's financial statement Notes, Management's Discussion and Analysis, or Part II, Other Information. 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. HAWKER PACIFIC AEROSPACE Date: November 11, 1999 By /s/ Philip M. Panzera _____________________________ Philip M. Panzera Executive Vice President (Principal Financial and Accounting Officer) -2- HAWKER PACIFIC AEROSPACE PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) June 30, December 31, ASSETS 1999 1998 ----------- ------------ Current assets Cash $ 1,784,000 $ 560,000 Trade accounts receivable, net 9,824,000 12,303,000 Other receivables 79,000 114,000 Inventories 22,812,000 21,645,000 Prepaid expenses 550,000 617,000 ----------- ----------- Total current assets 35,049,000 35,239,000 Equipment and leasehold improvements, net 7,946,000 9,298,000 Exchange assets, net 40,490,000 37,877,000 Deferred taxes 3,584,000 1,916,000 Deferred financing costs 839,000 798,000 Construction in progress 5,429,000 982,000 Other assets 720,000 1,127,000 ----------- ----------- Total assets $94,057,000 $87,237,000 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $12,466,000 $12,171,000 Accrued liabilities 5,625,000 3,698,000 Line of credit 51,816,000 37,185,000 Current portion of notes payable 6,124,000 11,280,000 ----------- ----------- Total current liabilities 76,031,000 64,334,000 Long-term debt 2,500,000 2,500,000 Shareholders' equity 15,526,000 20,403,000 ----------- ----------- Total liabilities and shareholders' equity $94,057,000 $87,237,000 =========== =========== See accompanying Notes to Condensed Consolidated Financial Statements -3- HAWKER PACIFIC AEROSPACE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three months ended June 30 ------------------------------ 1999 1998 ------------- ----------- Revenue $ 17,395,000 $17,372,000 Cost of revenue 18,099,000 13,632,000 ------------- ----------- Gross margin (704,000) 3,740,000 Selling, general and administrative expense 2,524,000 2,228,000 ------------- ----------- Income (loss) from operations (3,228,000) 1,512,000 Interest expense (1,515,000) (801,000) ------------- ----------- Income (loss) before income taxes (4,743,000) 711,000 Income tax expense (benefit) (1,761,000) (254,000) ------------- ----------- Net income (loss) ($ 2,982,000) $ 965,000 ============= =========== Earnings (loss) per common share - basic ($ 0.51) $ 0.17 Earnings (loss) per common share - diluted ($ 0.51) $ 0.16 Number of shares - basic 5,822,222 5,822,222 Number of shares - diluted 5,822,222 6,023,152 See accompanying Notes to Condensed Consolidated Financial Statements in the Company's Quarterly Report for the period ended June 30, 1999 -4- HAWKER PACIFIC AEROSPACE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Six months ended June 30 ------------------------------ 1999 1998 ------------- ----------- Revenue $ 33,590,000 $31,039,000 Cost of revenue 30,896,000 24,102,000 ------------- ----------- Gross margin 2,694,000 6,937,000 Selling, general and administrative expense 4,717,000 4,090,000 ------------- ----------- Income (loss) from operations (2,023,000) 2,847,000 Interest expense (2,656,000) (1,449,000) ------------- ----------- Income (loss) before income taxes (4,679,000) 1,398,000 Income tax expense (benefit) (1,737,000) 5,000 ------------- ----------- Net income (loss) ($ 2,942,000) $ 1,393,000 ============= =========== Earnings (loss) per common share - basic ($ 0.51) $ 0.26 Earnings (loss) per common share - diluted ($ 0.51) $ 0.25 Number of shares - basic 5,822,222 5,420,012 Number of shares - diluted 5,822,222 5,573,074 See accompanying Notes to Condensed Consolidated Financial Statements in the Company's Quarterly Report for the period ended June 30, 1999 -5- HAWKER PACIFIC AEROSPACE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six months ended June 30 --------------------------------- 1999 1998 ----------------- ------------- Operating Activities Net income ($ 2,942,000) $ 1,393,000 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Deferred income taxes (1,668,000) (12,000) Depreciation 816,000 637,000 Amortization 1,272,000 657,000 Other non-cash items (85,000) -- Changes in operating assets and liabilities: Accounts receivable and other receivables 2,514,000 (6,900,000) Inventory (1,167,000) (3,669,000) Other Assets 407,000 587,000 Prepaid expenses 67,000 (396,000) Accounts payable 295,000 (1,979,000) Deferred revenue 2,900,000 690,000 Accrued liabilities (973,000) 3,341,000 ------------- ------------ Cash provided by (used in) operating activities 1,436,000 (5,651,000) Investing Activities Purchase of equipment, leasehold improvements and landing gear (5,200,000) (5,360,000) Payments for construction in progress (4,447,000) -- Purchase of equipment and rotables from British Airways -- (18,887,000) Purchase of inventory from British Airways -- (1,962,000) ------------- ------------ Cash used in investing activities (9,647,000) (26,209,000) Financing Activities Borrowings under bank note -- 13,285,000 Principal payments on bank notes (5,156,000) (1,551,000) Borrowings on line of credit 15,694,000 11,905,000 Payments on line of credit (1,062,000) (9,964,000) Proceeds from equity offering -- 20,800,000 Deferred offering costs (130,000) (1,966,000) Deferred acquisition and loan fee expenses 89,000 (235,000) ------------- ------------ Cash provided by financing activities 9,435,000 32,274,000 ------------- ------------ Increase in cash 1,224,000 414,000 Cash, beginning of period 560,000 160,000 ------------- ------------ Cash, end of period $ 1,784,000 $ 574,000 ============= ============ Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 991,000 $ 1,391,000 Income taxes 3,000 -- See accompanying Notes to Condensed Consolidated Financial Statements in the Company's Quarterly Report for the period ended June 30, 1999 -6- HAWKER PACIFIC AEROSPACE CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) Common Stock Other --------------------------- Accumulated Comprehensive # of Shares Amount Deficit Income (Loss) Total ----------- ------------- ------------ -------------- ------------- Balances at December 31, 1998 5,822,222 $21,108,000 ($941,000) $ 236,000 $20,403,000 Net loss (2,942,000) (2,942,000) Foreign currency translation adjustment (1,935,000) (1,935,000) ------------ Comprehensive loss (4,877,000) --------- ----------- ----------- ------------- ------------ Balances at June 30, 1999 5,822,222 $21,108,000 ($3,883,000) ($1,699,000) $15,526,000 ========= =========== =========== ============= ============ See accompanying Notes to Condensed Consolidated Financial Statements in the Company's Quarterly Report for the period ended June 30, 1999 -7-