FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
|_| 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 0-21995
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First Aviation Services Inc.
(Exact name of registrant as
specified in its charter)
Delaware 06-1419064
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15 Riverside Avenue, Westport, Connecticut, 06880-4214
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(Address of principal executive offices)
(203) 291-3300
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(Issuer's telephone number)
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(Former name, former address and formal fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) 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 |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant's common stock as of June 8,
1998 is 8,971,592 shares.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
First Aviation Services Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
April 30, 1998 January 31, 1998
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(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 607 $ 237
Trade receivables, net of allowance for doubtful accounts of
$337 and $346 at January 31, 1998 and 1997 28,735 27,841
Inventories, net 45,379 43,311
Deferred income taxes 2,381 2,381
Prepaid expenses and other 1,529 1,624
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Total current assets 78,631 75,394
Plant and equipment, net 6,841 5,027
Goodwill, net 1,889 1,873
Other assets 171 229
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$ 87,532 $ 82,523
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Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 15,255 $ 14,106
Accrued compensation and related expenses 1,565 2,146
Other accrued liabilities 4,496 2,631
Income taxes payable 1,429 2,776
Short term credit line 1,950 --
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Total current liabilities 24,695 21,659
Revolving line of credit 17,574 13,866
Minority interest 1,041 1,041
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Total liabilities 43,310 36,566
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares authorized,
8,971,592 and 8,928,925 shares issued and outstanding, respectively 89 89
Additional paid-in capital 38,393 38,378
Retained earnings 5,740 7,490
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Total stockholders' equity 44,222 45,957
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$ 87,532 $ 82,523
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See accompanying notes
First Aviation Services Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share amounts)
Three months ended
April 30,
1998 1997
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Net sales $ 34,624 $ 35,847
Cost of sales 29,214 30,553
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Gross Profit 5,410 5,294
Selling, general and administrative expenses 4,748 3,183
Restructuring charge 1,750 --
Other non-recurring charges 1,028 --
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Income/(loss) from operations (2,116) 2,111
Interest expense 374 590
Minority interest in subsidiary 10 7
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Income/(loss) before provision/(benefit) for income taxes,
extraordinary item and preferred dividends (2,500) 1,514
Provision/(benefit) for income taxes (750) 401
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Income/(loss) before extraordinary item (1,750) 1,113
Extraordinary item:
Loss on early extinguishment of debt (net of income tax benefit) -- (108)
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Net income/(loss) (1,750) 1,005
Dividends on preferred stock -- 11
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Net income/(loss) available to common stockholders (1,750) $ 994
=========== ===========
Basic net income/(loss) per common share:
Income/(loss) before extraordinary item available to
common stockholders $ (0.20) $ 0.16
Extraordinary item -- (0.02)
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Basic net income/(loss) per common share $ (0.20) $ 0.14
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Shares used in the calculation of basic net income/(loss)
per common share 8,939,171 6,988,143
=========== ===========
Net income/(loss) per common share - assuming dilution:
Income/(loss) before extraordinary item available to
common stockholders N/A $ 0.14
Extraordinary item -- (0.01)
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Net income per common share - assuming dilution N/A $ 0.13
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Shares used in the calculation of basic net income
per common share - assuming dilution N/A 7,602,491
=========== ===========
See accompanying notes
First Aviation Services Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended
April 30,
1998 1997
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Cash flows from operating activities
Net income/(loss) $(1,750) $ 1,005
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 211 256
Extraordinary item, net loss on early extinguishment of debt -- 108
Changes in assets and liabilities:
Trade receivables (894) (2,676)
Inventories (2,068) (2,739)
Prepaid expenses and other assets 153 (504)
Accounts payable 1,149 (322)
Accrued compensation and related expenses, and other
accrued liabilities 1,284 (2,605)
Income taxes payable (1,347) 300
Other non-current liabilities -- (1,091)
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Net cash used in operating activities (3,262) (8,268)
Cash flows from investing activities
Purchase of assets from former owners, including acquisition costs -- (9,467)
Purchases of plant and equipment (1,913) (388)
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Net cash used in investing activities (1,913) (9,855)
Cash flows from financing activities
Net borrowings/(repayments) on revolving line of credit 3,580 (8,788)
Borrowings on short term credit line 1,950 --
Repayment of term loans and subordinated note -- (4,400)
Proceeds from issuance of common stock in initial public offering -- 39,000
Expenses relating to initial public offering -- (4,430)
Payment of dividends on preferred stock -- (231)
Other 15 70
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Net cash provided by financing activities 5,545 21,221
Net increase in cash and cash equivalents 370 3,098
Cash and cash equivalents at beginning of period 237 --
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Cash and cash equivalents at end of period $ 607 $ 3,098
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Supplemental cash flow disclosures:
Interest paid $ 362 $ 544
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Income taxes paid $ 600 $ --
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See accompanying notes
First Aviation Services Inc.
Notes to Consolidated Financial Statements (Unaudited)
(in thousands, except share amounts)
April 30, 1998
1. Basis of Presentation
First Aviation Services Inc. ("First Aviation") and its subsidiaries, Aircraft
Parts International Combs, Inc. ("API") and National Airmotive Corporation
("NAC"), (collectively, the "Company") repairs and overhauls commercial and
military aircraft engines and industrial turbines, and sells and distributes
aircraft parts. The Company is headquartered in Westport, Connecticut. Customers
of the Company include passenger and cargo airlines, foreign governments, U.S.
and foreign military services, fleet operators, fixed base operators, certified
repair facilities and industrial companies. The accompanying unaudited
consolidated financial statements of First Aviation and its subsidiaries 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 material adjustments,
consisting only of the elimination of intercompany balances and transactions,
and normal recurring accruals, except as described in Note 3, considered
necessary for a fair presentation have been included in the accompanying
unaudited financial statements. In addition, certain amounts for prior periods
have been reclassified to be comparable with the current period presentation.
Operating results for the quarter ended April 30, 1998 are not necessarily
indicative of the results that may be expected for the full year ending January
31, 1999. For further information, refer to the financial statements and
footnotes thereto included in the Company's Form 10-K for the year ended January
31, 1998.
2. Inventories
Inventories consist of the following:
April 30, 1998 January 31, 1998
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Parts held for manufacturing or resale $ 32,551 $ 31,025
Work in-process 8,792 8,099
Finished goods 7,277 6,566
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48,620 45,690
Less: allowance for obsolete and slow moving inventory (3,241) (2,379)
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$ 45,379 $ 43,311
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3. Restructuring Charge and Other Non-recurring Charges
On April 6, 1998, the Company announced that it had initiated a plan to
streamline and restructure operations at NAC in order to reduce costs and
improve operating efficiencies. In connection with this plan, the Company
recorded a $1.75 million pre-tax restructuring charge. The restructuring charge
included severance and other employee termination costs related to a reduction
in NAC's workforce of approximately 78 people ($.85) and inventory write-downs
($0.9). During the quarter ended April 30, 1998, approximately $0.75 million was
charged against the restructuring reserve for severance and other employee
costs.
In addition, during the quarter the Company recorded other non-recurring charges
totaling $1.03 million pre-tax. The other non-recurring charges consist of costs
to consolidate certain facilities ($0.6) and other charges ($0.4).
4. New Short Term Credit Line
On April 23, 1998, API entered into a new one-year, $10 million revolving credit
facility. Advances under the credit facility bear interest, at the Company's
option, at (i) a variable rate per annum equal to the prime rate, (ii) a
variable rate equal to the cost of funds rate plus 1.5% or (iii) a fixed rate
equal to the LIBOR rate plus 1.5%. The credit agreement contains a number of
covenants imposed on API, including restrictions on mergers, consolidations and
acquisitions, the incurrence of indebtedness, transactions with affiliates, the
creation of liens, and limitations on capital expenditures. The credit agreement
also requires API to maintain minimum levels of net worth and specified interest
expense coverage ratios, and currently restricts the payment of dividends from
API to First Aviation without the lender's consent. Substantially all of API's
trade receivables, inventory and equipment are pledged as collateral under the
revolving credit facility. At April 30, 1998, outstanding borrowings under this
new credit line totaled $1.95 million and bore interest at an annual rate of
7.13%.
5. Earnings/(Loss) per Common Share
The following sets forth the computation of basic earnings per share and
earnings per share - assuming dilution.
Three months ended
April 30, 1998 April 30, 1997
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Numerator:
Net income/(loss) before extraordinary item $ (1,750) $ 1,113
Preferred stock dividends -- (11)
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Numerator for earnings/(loss) per share - net income/(loss)
available to common stockholders before extraordinary
item (1,750) 1,102
Effect of extraordinary item, net of associated income
tax benefit -- (108)
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Numerator for earnings/(loss) per share - net income/(loss)
available to common stockholders $ (1,750) $ 994
============== ==============
Denominator:
Denominator for basic earnings/(loss) per share - weighted
average shares 8,939,171 6,988,143
Effect of dilutive warrants and employee stock options N/A 614,348
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Denominator for earnings per share - assuming dilution -
adjusted weighted average shares and assumed conversions N/A 7,602,491
============== ==============
For the three months ended April 30, 1998 earnings/(loss) per share - assuming
dilution was not presented because the effect of warrants and options would have
been antidilutive.
Stock options to purchase shares of common stock at $10 per share were issued to
employees during the year ended January 31, 1998 but were not included in the
computations of earnings per share - assuming dilution because the exercise
price of the options was greater than the average market price of the common
stock during the periods and, therefore, the effect would be antidilutive.
Item 2. Management's Discussion and Analysis or Plan of Operation
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995.
Statements which are not historical facts in this report constitute forward
looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward looking statements, including those concerning
the Company's expectations, all involve risk and uncertainties, which may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievement expressed or
implied by such forward looking statements. Such factors include, among others,
the Company's ability to obtain parts from its principal supplier on a timely
basis, the ability to consummate suitable acquisitions, and other items that are
beyond the Company's control and may cause actual results to differ from
management's expectations.
General
The Company's net sales consist of revenues derived from the overhaul and repair
of aircraft engines, engine components and industrial turbines as well as the
sales of parts and components. Net sales generally are recorded when repaired or
overhauled engines and components are completed, tested and shipped. Net sales
of spare parts and components are recorded when parts are shipped.
On April 6, 1998, the Company announced that it had initiated a plan to
streamline operations and improve efficiency at NAC. In accordance with this
plan, the Company recorded a pre-tax restructuring charge of approximately $1.75
million in the first quarter. In addition, the company recorded other
non-recurring charges of approximately $1.0 million pre-tax. The economic impact
of the restructuring is expected to positively affect results beginning late in
the second quarter. The Company expects that annual savings from the plan will
approximate $3.4 million on a pre-tax basis.
The plan to streamline NAC's operations includes the consolidation of a
substantial portion of the Light Turbine business unit (PT6, A250 and BELL 500)
at the Long Beach, California facility. This is expected to bring increased
efficiency and focus, as well as improved customer service. The Light Turbine
business unit will continue to have its headquarters in Oakland, California.
The restructuring also includes the elimination of approximately 78 positions at
the Oakland facility. The reduction in force at Oakland is the result of
softness in the Large Flight Engine business unit as well as the consolidation
of the Light Turbine operations. The Large Flight Engine business unit's Allison
T-56 repair and overhaul business has slowed due to the deteriorating financial
situation in Asia and a postponement of inputs from customers located primarily
in Middle Eastern countries.
On March 5, 1997, the Company completed an initial public offering of 3,900,000
shares of common stock, $0.01 par value per share (the "Offering"). The Company
received net proceeds of approximately $34.5 million after deducting expenses of
approximately $4.5 million. The net proceeds were used for, among other things,
the repayment of term and subordinated debt, a paydown of the Company's credit
facility (for a total debt reduction of $22.6 million), payment of accrued
dividends on preferred stock ($0.2 million), and the acquisition of Aircraft
Parts International (the "API Business") from AMR Combs, Inc. ("AMR Combs") for
$10.6 million.
Results of Operations
Net Sales
Net sales for the quarter ended April 30, 1998 decreased $1.2 million, or 3.4%,
to $34.6 million from $35.8 million in the quarter ended April 30, 1997. Net
sales from parts and components increased 43.1% from the same quarter of the
prior fiscal year. The increase in parts sales was due to continued growth at
API and the inclusion of API's results for a full three months in the quarter,
as compared to only two months in the comparable period of the prior fiscal
year. The API Business, which was acquired during the first quarter of fiscal
year 1997, has been growing at double-digit rates since its acquisition.
Offsetting the increase in net sales of parts was a 23.0% decrease in net sales
from
repair and overhaul activities. The decrease in net sales from repair and
overhaul activities was due to the weakness at NAC, as explained in General,
above.
Cost of Sales
Cost of sales for the quarter ended April 30, 1998 decreased $1.4 million, or
4.6%, to $29.2 million from $30.6 million in the quarter ended April 30, 1997.
As a percentage of net sales, cost of sales decreased 1.1% to 84.4% from 85.5%
in the quarter ended April 30, 1997. The decrease in cost of sales was due to
lower overall sales volume and a decrease in unit costs.
Gross Profit
Gross profit for the quarter ended April 30, 1998 increased $0.1 million, or
1.9%, to 5.4 million from 5.3 million in the quarter ended April 30, 1997. Gross
profit as a percentage of net sales increased to 15.6% from 14.8% as a result of
decreased unit costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter ended April 30,
1998 increased $1.5 million, or 46.9%, to $4.7 million from $3.2 million in the
quarter ended April 30, 1997. The increase is attributable to the inclusion of
API's results for a full quarter, as compared to a partial quarter in the prior
fiscal year, additional costs associated with API's move to a new facility,
additional marketing costs incurred by API and NAC, including the costs of
preparation of several bid proposals, and legal costs incurred for the
preparation of a protest of the Air Force's request for proposal on the Kelly
Air Force Base PBA.
Net Interest Expense and Other
Net interest expense and other for the quarter ended April 30, 1998 decreased
$0.2 million, or 33.3%, to $0.4 million from $0.6 million in the quarter ended
April 30, 1997. The decrease was attributable to a reduction in the average
borrowings under the NAC's credit facility, and the retirement of subordinated
debentures. The debt reductions were paid from a portion of the proceeds of the
Offering.
Provision/(Benefit) for Income Taxes
Management estimates that the Company's effective income tax rate for the
quarter ended April 30, 1998 is 30%. The effective income tax rate for the
quarter ended April 30, 1997 was 25%. The Company's effective tax rate is less
than statutory rates due to benefits that the Company expects to derive from the
implementation of certain tax saving strategies.
Net Income/(Loss)
For the quarter ended April 30, 1998 the Company incurred a net loss of
approximately $1.75 million after a restructuring charge and other non-recurring
charges. This compares to net income of approximately $1.0 million for the
comparable period of the prior fiscal year. (Results for the prior year include
an extraordinary item and preferred dividends totaling $0.1 million.) The net
loss resulted from the restructuring and other non-recurring charges that
totaled $2.8 million pre-tax. As previously stated, the Company expects results
to be positively impacted by the restructuring beginning late in the second
quarter. In addition, the Company continues to benefit from the growth of API.
Extraordinary Item
No extraordinary charge was incurred during the three months ended April 30,
1998. In the three months ended April 30, 1997 the Company recorded an
extraordinary charge of $0.1 million, net of associated income tax benefit. The
extraordinary charge reflected a write-off of costs associated with the early
extinguishment of certain debt.
Liquidity and Capital Resources
The Company's liquidity requirements arise primarily from its working capital
needs, principally inventory and trade receivables.
The Company's cash used in operations for the three months ended April 30, 1998
was $3.3 million, compared to $8.3 million for the three months ended April 30,
1997. Cash used for investing activities during these same periods was $1.9
million and $9.9 million, respectively. Cash used in investing activities during
the three months ended April 30, 1997 was due almost wholly to the acquisition
of the API Business. Cash generated by financing activities during the three
months ended April 30, 1998 was $5.5 million, compared to $21.2 million for the
three months ended April 30, 1997. Cash generated by financing activities during
the three months ended April 30, 1997 includes the positive impact of the
Offering.
The Company has not declared or paid any cash dividends or distributions on its
common stock since its inception. The Company anticipates that, for the
foreseeable future, all earnings will be retained for use in the Company's
business and no cash dividends will be paid on the common stock. Any payment of
cash dividends in the future on the common stock will be dependent upon the
Company's financial condition, results of operations, current and anticipated
cash requirements, plans for expansions, the ability of its subsidiaries to pay
dividends or otherwise make cash payments or advances to it and restrictions, if
any, under any future debt obligations, as well as other factors that the Board
of Directors deems relevant. Further, the Company's current credit facilities
prohibit the payment of cash dividends from either subsidiary to First Aviation,
except with the lender's consent, and contain other covenants and restrictions.
Borrowings under NAC's $40.0 million credit facility totaled approximately $17.5
million at April 30, 1998. During the quarter ended April 30, 1998, API entered
into a new $10.0 million revolving credit facility. At April 30, 1998,
borrowings under this facility approximated $2.0 million.
In connection with the acquisition of the API Business, AMR Combs purchased
10,407 shares of API Series A Cumulative Convertible Preferred Stock, $0.001 par
value, with dividends payable quarterly at $4.00 per share (the "Preferred
Stock"). In addition, First Aviation, API and AMR Combs entered into a
Stockholders Agreement. Pursuant to this agreement, AMR Combs agreed that it
would not sell its shares of the Preferred Stock or the shares of API common
stock into which the Preferred Stock is convertible (collectively the "API
Acquisition Shares") for a minimum period of three years. API has the right to
redeem the API Acquisition Shares at any time. AMR Combs has the right to cause
API to repurchase the API Acquisition Shares commencing three years after the
closing of the acquisition of the API Business. The redemption price is equal to
the fair market value of the API Acquisition Shares as determined by an
independent appraisal. The Stockholders Agreement also contains certain other
rights, including: (i) a right of first refusal on the part of First Aviation
with respect to any proposed sale of the API Acquisition Shares, (ii) the right
of First Aviation to require AMR Combs to participate, on a pro rata basis, with
it in the sale of the capital stock of API to a third party, (iii) the right of
AMR Combs to elect to participate, on a pro rata basis, in the sale of the
capital stock of API to a third party, and (iv) piggyback and demand
registration rights granted to AMR Combs with respect to the API Acquisition
Shares. The demand registration rights are not exercisable until three years
after the closing of the acquisition of the API Business, and, if API has not
previously closed an underwritten public offering of its common stock at the
time AMR Combs elects to exercise its demand registration rights, API may elect
to treat the demand as an exercise by AMR Combs of its put option with respect
to the API Acquisition Shares. First Aviation has no plans to cause API to
conduct a public offering of its securities.
Based upon current and anticipated levels of operations, the Company believes
that its cash flow from operations, combined with borrowings available under the
existing lines of credit, will be sufficient to meet its current and anticipated
cash operating requirements for the foreseeable future, including scheduled
interest and principal payments, capital expenditures, preferred dividend
requirements and working capital needs.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
Number Description of Exhibit
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27.1 Financial Data Schedule
27.2 Financial Data Schedule
(b) Reports on Form 8-K.
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
First Aviation Services Inc.
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(Registrant)
Date: June 15, 1998 /s/ Michael C. Culver
-----------------------------------
Michael C. Culver,
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: June 15, 1998 /s/ John A. Marsalisi
-----------------------------------
John A. Marsalisi,
Vice President, Secretary, Director and
Chief Financial Officer (Principal Financial
and Accounting Officer)