UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2007
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FIRST AVIATION SERVICES INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-21995 06-1419064
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(Commission File Number) (IRS Employer Identification No.)
15 RIVERSIDE AVENUE
WESTPORT, CONNECTICUT 06880-4214
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(Address of Principal Executive Offices) (Zip Code)
(203) 291-3300
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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)
|_| 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))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 2, 2007, First Aviation Services Inc. (the "Company") filed with
the Securities and Exchange Commission (the "Commission") a Notification of Late
Filing on Form 12b-25 (the "Form 12b-25") related to its Annual Report on Form
10-K for the fiscal year ended January 31, 2007. The Form 12b-25 included the
following preliminary information with respect to the Company's results of
operations for the year ended January 31, 2007:
"The Registrant recognized a net loss of $14.2 million or $1.93 per share for
the year ended January 31, 2007, compared to net income of $1.0 million or
$0.14 per share for the year ended January 31, 2006. The decline in operating
results was due in part to a decrease in net sales, which was largely due to
market weakness in the general aviation and the aviation maintenance sectors
that were impacted by the record high prices of gasoline and customer service
issues. Included in the decrease in net sales was a decrease in freight
revenue, which was primarily the result of reduced freight charges to
customers on larger orders that qualified for freight incentives in the third
and fourth fiscal quarters of the fiscal year ended January 31, 2007. The
decline in operating results was also due in part to a $4.0 million charge
increasing reserves in the third quarter due to an increase in the allowance
for excess and obsolete inventory for an inventory purchase in October 2005
from an aircraft original equipment manufacturer, a $2.6 million charge
increasing the bad debt reserve and other one-time expenses relating to the
relocation of the Company's primary distribution center to Mississippi. The
amounts above are estimates and there is no assurance given that the
financial information publicly announced at a later date will not differ
materially upon filing the 10-K."
The foregoing preliminary information was superseded by the disclosure of the
Company's results of operations for the year ended January 31, 2007, included in
the Company's Annual Report on Form 10-K for the year ended January 31, 2007,
filed with the Commission on May 7, 2007.
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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.
FIRST AVIATION SERVICES INC.
By: /s/ Bill L. Reznicek
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Name: Bill L. Reznicek
Title: Vice President and Chief Financial
Officer
Date: May 8, 2007
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