FORM 10Q
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 October 31, 2003
----------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- ---------
ACT OF 1934
For the transition period from___________ to ____________
Commission File Number 0-21995
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__
Indicate by check mark whether the registrant is an accelerated filer (as d
efined in Rule 12b-2 of the Act). Yes __ No X
The number of shares outstanding of the registrant's common stock as of December
5, 2003 is 7,281,445 shares.
First Aviation Services Inc.
Index
Part I - Financial Information
Item 1. Financial Statements (Unaudited):
Consolidated Condensed Balance Sheets....................................................................3
Consolidated Condensed Statements of Operations........................................................4-5
Consolidated Condensed Statements of Cash Flows..........................................................6
Notes to Consolidated Condensed Financial Statements...................................................7-9
Item 2. Management's Discussion and Analysis of Financial Condition, Results of Operations,
Liquidity and Capital Resources, and Contractual Obligations.........................................10-14
Item 3. Quantitative and Qualitative Disclosures about Market Risks.............................................14
Item 4. Controls and Procedures.................................................................................14
Part II - Other Information
Other Information.............................................................................................14-21
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- ----------------------------
First Aviation Services Inc.
Consolidated Condensed Balance Sheets
(in thousands, except share amounts)
October 31, January 31,
2003 2003
--------------------------------------------
(unaudited) *
Assets
Current assets:
Cash and cash equivalents $ 28,636 $ 26,013
Trade receivables, net of allowance for doubtful 14,271 13,454
accounts of $1,553 and $1,656, respectively
Inventory, net of allowance for obsolete and slow moving 19,790 20,617
inventory of $997 and $997, respectively
Prepaid expenses and other 848 1,318
-------------- --------------
Total current assets 63,545 61,402
Plant and equipment, net 3,137 3,639
-------------- --------------
$ 66,682 $ 65,041
============== ==============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 10,866 $ 10,324
Accrued compensation and related expenses, and 2,606 2,073
other accrued liabilities
Income taxes payable 1,155 1,009
-------------- --------------
Total current liabilities 14,627 13,406
Revolving line of credit 14,500 14,500
Minority interest in subsidiary 1,041 1,041
-------------- --------------
Total liabilities 30,168 28,947
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares authorized, 91 91
9,135,699 shares issued, respectively
Additional paid-in capital 38,390 38,445
Retained earnings 7,461 7,543
Accumulated other comprehensive income (loss) 311 (96)
-------------- --------------
46,253 45,983
Less: Treasury stock, at cost, 1,859,394 and 1,884,989 (9,739) (9,889)
shares, respectively
-------------- --------------
Total stockholders' equity 36,514 36,094
-------------- --------------
Total liabilities and stockholders' equity $ 66,682 $ 65,041
============== ==============
See accompanying notes.
* Balances were derived from the audited balance sheet as of January 31, 2003.
3
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Three months ended
October 31,
2003 2002
-------------- --------------
Net sales $ 27,756 $ 26,611
Cost of sales 22,650 21,480
-------------- --------------
Gross profit 5,106 5,131
Selling, general and administrative expenses 4,532 4,306
Corporate expenses 668 647
-------------- --------------
Income (loss) from operations (94) 178
Net interest income and other 57 31
Minority interest in subsidiary (10) (11)
-------------- --------------
Income (loss) before income taxes (47) 198
Benefit (provision) for income taxes 64 (77)
-------------- --------------
Net income $ 17 $ 121
============== ==============
Basic net income per share, and net income
per share - assuming dilution:
Basic net income per share, and net income $ - $ 0.02
per share - assuming dilution
============== ==============
Weighted average shares outstanding - basic 7,273,961 7,227,860
============== ==============
Weighted average shares outstanding - assuming dilution 7,286,529 7,227,860
============== ==============
See accompanying notes.
4
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Nine months ended
October 31,
2003 2002
-------------- --------------
Net sales $ 78,639 $ 77,775
Cost of sales 63,852 63,046
-------------- --------------
Gross profit 14,787 14,729
Selling, general and administrative expenses 13,119 12,859
Corporate expenses 1,907 1,881
-------------- --------------
Loss from operations (239) (11)
Net interest income and other 146 130
Minority interest in subsidiary (31) (31)
-------------- --------------
Income (loss) before income taxes (124) 88
Benefit (provision) for income taxes 42 (34)
-------------- --------------
Income (loss) before cumulative effect of accounting change (82) 54
Cumulative effect of accounting change, net - (2,735)
-------------- --------------
Net (loss) $ (82) $ (2,681)
============== ==============
Basic net income (loss) per share, and net income (loss) per share - assuming
dilution:
Income (loss) before cumulative effect of accounting change $ (0.01) $ 0.01
Cumulative effect of accounting change, net - (0.38)
-------------- --------------
Basic net income (loss) per share, and net income (loss) $ (0.01) $ (0.37)
per share - assuming dilution
============== ==============
Weighted average shares outstanding - basic 7,262,272 7,220,492
============== ==============
Weighted average shares outstanding - assuming dilution N/A 7,226,723
============== ==============
See accompanying notes.
5
First Aviation Services Inc.
Consolidated Condensed Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended
October 31,
2003 2002
----------- -----------
Cash flows from operating activities
Net (loss) $ (82) $ (2,681)
Adjustments to reconcile net (loss) to net
cash from operating activities - non-cash charges:
Depreciation and amortization 854 1,011
Compensation paid through issuance of stock 92 76
Cumulative effect of accounting change, net - 2,735
(Increase) decrease in current assets:
Trade receivables (817) 790
Inventory 827 2,272
Prepaid and other 470 (459)
Increase (decrease) in current liabilities:
Accounts payable 542 1,186
Accrued compensation and related expenses, and other accrued liabilities 533 (191)
Income taxes payable 146 (83)
----------- -----------
Net cash provided by operating activities 2,565 4,656
Cash flows from investing activities
Purchases of plant and equipment (352) (756)
----------- -----------
Net cash used in investing activities (352) (756)
Cash flows from financing activities
Net borrowings (repayments) on revolving line of credit - (300)
Principal payments on capital lease obligations and other 3 (173)
----------- -----------
Net cash used in financing activities 3 (473)
----------- -----------
Net increase in cash and cash equivalents 2,216 3,427
Effect of exchange rates on cash 407 -
Cash and cash equivalents at beginning of period 26,013 31,113
----------- -----------
Cash and cash equivalents at end of period $ 28,636 $ 34,540
=========== ===========
Supplemental cash flow disclosures:
Interest paid $ 29 $ 47
Net income taxes paid (refund received) $ (92) $ 1
See accompanying notes.
6
First Aviation Services Inc.
Notes to Consolidated Condensed Financial Statements (Unaudited)
(in thousands, except share amounts)
October 31, 2003
1. Basis of Presentation
First Aviation Services Inc. ("First Aviation") and its subsidiaries, Aerospace
Products International, Inc. ("API"), Aircraft Products International, Ltd. and
API Asia Pacific Inc. (collectively, the "Company"), are headquartered in
Westport, Connecticut. The Company is one of the premier suppliers of products
and services to the aerospace industry worldwide, including aircraft parts and
components supply services, and supply chain management services. The Company
also builds custom hose assemblies, and performs overhaul and repair services
for brakes and starter/generators. Customers of the Company include original
equipment manufacturers, aircraft manufacturers, passenger and cargo airlines,
fleet operators, corporate aircraft operators, flight training schools, fixed
base operators, certified repair facilities, governments and military services.
The accompanying unaudited consolidated condensed financial statements of the
Company have been prepared in accordance with accounting principles generally
accepted in the United States 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 for complete financial
statements. In the opinion of management, all material adjustments, including
the elimination of intercompany balances and transactions, and normal recurring
accruals considered necessary for a fair presentation, have been included in the
accompanying unaudited consolidated condensed financial statements. Operating
results for the three and nine months ended October 31, 2003, are not
necessarily indicative of the results that may be expected for the full fiscal
year ending January 31, 2004. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
for the year ended January 31, 2003. Certain amounts in the consolidated
condensed financial statements have been reclassified to conform to the current
year's presentation.
2. Extension of Revolving Line of Credit
Effective July 31, 2003, API extended the maturity of its $20 million Commercial
Revolving Loan and Security Agreement to July 1, 2005, from July 1, 2004. The
extension of the agreement was on substantially the same terms and conditions as
the prior agreement. As a result of this extension, borrowings under this
facility continue to be classified as long term.
3. Weighted Average Shares Outstanding - Assuming Dilution
The following sets forth the denominator used in the computation of net income
(loss) per common share - assuming dilution:
Three months ended Nine months ended
October 31, October 31,
2003 2002 2003 2002
------------- ------------ ------------ -------------
Denominator:
Denominator for basic net income (loss)
per common share - weighted average
shares 7,273,961 7,227,860 7,262,272 7,220,492
Effect of dilutive employee stock options 12,568 - N/A 6,231
------------- ------------ ------------ -------------
Denominator for net income (loss) per common
share - assuming dilution, adjusted weighted
average shares and assumed dilutions 7,286,529 7,227,860 N/A 7,226,723
============= ============ ============ =============
For the nine months ended October 31, 2003 the calculation of net income (loss)
per common share - assuming dilution, was not applicable because the effect of
employee stock options would have been antidilutive.
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4. Stock Options Issued to Employees
The Company generally grants stock options to its employees for a fixed number
of shares with an exercise price equal to the fair market value of the stock on
the date of grant. As permitted under Statement of Financial Accounting Standard
No. ("FAS") 123, "Accounting for Stock-Based Compensation", the Company has
elected to follow Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations in accounting for stock
awards to employees. As a result, no compensation expense was recognized during
the three and nine months ending October 31, 2003, and 2002, since all grants
were issued at the fair market value of the Company's common stock at the date
of grant.
The Company is required to disclose the fair value, as defined, of options
granted to employees and the related compensation expense that would have been
recorded if the Company accounted for stock options at fair value. The fair
value of the stock options granted was estimated at the date of grant using a
Black-Scholes option-pricing model. The Black-Scholes option-pricing model was
developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including the
expected stock price volatility. In management's opinion, because the Company's
employee stock options are not publicly traded, and have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, the
existing models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.
The fair value of each option issued was estimated at the date of grant using
the following assumptions (all options were issued during the three months ended
April 30, 2003, and 2002):
2003 2002
----------------- ---------------
Expected dividend yield 0.0% 0.0%
Risk-free interest rate 2.0% 2.5%
Expected volatility 37.8% 37.4%
Expected life of option 5.0 years 5.0 years
Weighted-average fair value of
options granted during the year $ 0.99 $ 1.77
Using the above noted assumptions and the weighted-average fair value of each
option granted, the following shows the Company's results if the fair value of
options issued had been recorded as an expense.
Three months ended Nine months ended
October 31, October 31,
2003 2002 2003 2002
------------ ------------ ------------ -------------
Net income (loss) as reported $ 17 $ 121 $ (82) $ (2,681)
Pro forma net compensation expense for issuance
of stock options 32 36 93 122
------------ ------------ ------------ -------------
Pro forma net income (loss) $ (15) $ 85 $ (175) $ (2,803)
============ ============ ============ =============
Basic net income (loss) per share, and net
income (loss) per share - assuming dilution as
reported $ - $ 0.02 $ (0.01) $ (0.37)
Pro forma basic net income (loss) per share, and
net income (loss) per share - assuming dilution
$ - $ 0.01 $ (0.02) $ (0.39)
============ ============ ============ =============
8
5. Accumulated Other Comprehensive Income (Loss)
The accumulated other comprehensive income (loss) resulted from the translation
of accounts into U.S. dollars where the functional currency is the Canadian
dollar. The increase during the year was due to an increase in the value of the
Canadian dollar relative to the US dollar. Comprehensive income (loss) for the
periods shown was as follows:
Three months ended Nine months ended
October 31, October 31,
2003 2002 2003 2002
------------ ------------ ------------ -------------
Net income (loss) as reported $ 17 $ 121 $ (82) $ (2,681)
Pro forma net impact of foreign currency
translation adjustments - gain (loss) 185 26 407 33
------------ ------------ ------------ -------------
Comprehensive net income (loss) $ 202 $ 147 $ 325 $ (2,648)
============ ============ ============ =============
9
Item 2. Management's Discussion and Analysis of Financial Condition, Results of
- -------------------------------------------------------------------------------
Operations and Liquidity and Capital Resources
- ----------------------------------------------
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995.
Certain statements discussed in Item 2, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", Item 3, "Quantitative and
Qualitative Disclosures about Market Risks", Item 1 of Part II, "Legal
Proceedings" and elsewhere in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are not statements
of historical facts, but rather reflect the Company's current expectations
concerning future events and results. Such forward-looking statements,
including those concerning the Company's expectations, involve known and
unknown risks, uncertainties and other factors, some of which are beyond the
Company's control, that may cause the Company's actual results, performance or
achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important
factors include, at a minimum, the Company's ability to obtain parts and
components from its principal suppliers on a timely basis, depressed domestic
and international market and economic conditions, especially those currently
facing the aviation industry as a whole, the impact of changes in fuel and
other freight related costs, relationships with its customers, the ability of
the Company's customers to meet their financial obligations to the Company,
the ability to obtain and service supply chain management contracts, changes
in regulations or accounting standards, the ability to consummate suitable
acquisitions and expand, and other items that are beyond the Company's control
and may cause actual results to differ from management's expectations. In
addition, specific consideration should be given to the various factors
described in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations", in the Company's Annual Report on Form
10-K for the year ended January 31, 2003. The Company disclaims any obligation
or undertaking to provide any updates or revisions to any forward-looking
statement to reflect any change in our expectations or any change in events,
conditions, or circumstances on which the forward-looking statement is based.
General
The Company is one of the premier suppliers of products and services to the
aerospace industry worldwide, including aircraft parts and components supply
services, and supply chain management services. The Company also builds custom
hose assemblies, and performs overhaul and repair services for brakes and
starters/generators.
The Company's executive offices are located at 15 Riverside Avenue in Westport,
Connecticut, 06880. Further information about the Company and its subsidiaries
can be found on the worldwide web at www.favs.com. The Company can be reached
via e-mail at first@firstaviation.com.
Critical Accounting Policies
There have been no significant changes in those accounting policies the Company
considers critical from those described under the caption "Critical Accounting
Policies", included in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations", in the Company's Annual Report
on Form 10-K for the year ended January 31, 2003.
Results of Operations
Net Sales
The Company's net sales consist of sales of products and services, including
parts and components, supply chain management services, and component overhaul
and repair services. Net sales are recorded when parts and components are
shipped and title transfers to the customer, when supply chain management
services have been provided to the customer, or when overhauled and repaired
items are completed and shipped back to the customer. Shipping and handling
billed to customers are included in net sales. The terms and nature of supply
chain management services are stipulated in a long-term contract between the
Company and the customer. The Company provides its facilities, personnel and
systems to provide the services at less cost to the customer. In providing
10
services where the Company distributes inventory on behalf of its customer, the
Company may use its own inventory or hold its customers' inventory without
taking ownership of such inventory. In cases where the Company does not take
ownership of its customers' inventory, net sales generally are recognized as a
fee based on the sales value of the product shipped through the Company's
facilities, and not the sales value of the product itself.
Net sales for the three months ended October 31, 2003, increased $1.2 million,
or 4.3%, to $27.8 million from $26.6 million for the three months ended October
31, 2002. During the three months ended October 31, 2003 net sales increased
compared to the comparable period of the prior year due primarily to increasing
market share for sales of general aviation parts, and sales of services.
Net sales for the nine months ended October 31, 2003, increased $0.8 million, or
1.1%, to $78.6 million from $77.8 million for the nine months ended October 31,
2002. The reasons for the increase in net sales for the nine months ended
October 31, 2003, compared to the comparable period of the prior year, was due
to increasing market share for general aviation parts, and sales of services,
compared to the comparable period of the prior year. In addition, as previously
disclosed, the Company had tightened its credit policies, especially related to
airline sales, and that policy has had a significant, negative impact on net
sales in this sector for the nine months ended October 31, 2003 when compared to
the prior year. The Company continuously re-examines the credit worthiness of
its new and existing customers to maximize sales with an acceptable level of
credit risk.
On a geographic basis, for both the three and nine months ended October 31,
2003, compared to the comparable periods of the prior year, the majority of the
sales increases occurred in Canada, Europe and Asia due to improved market
conditions and increases in market share. Domestic sales declined for the three
and nine months ended October 31, 2003 compared to the comparable period of the
prior year, due to soft market conditions and credit policies related to airline
sales.
Cost of Sales
Cost of sales consists of costs for inventory sold and direct costs of providing
services. Direct costs of providing services consist principally of personnel
related costs.
Cost of sales for the three months ended October 31, 2003, increased $1.2
million, or 5.4%, to $22.7 million from $21.5 million for the three months ended
October 31, 2002. As a percentage of net sales, cost of sales increased to 81.6%
compared to 80.7% in the comparable period of the prior year. Cost of sales for
the three months ended October 31, 2003, increased compared to the prior year,
principally due to the increase in net sales, and also due to increases in
inventory acquisition costs resulting from competitive pressures, and increased
freight costs from customer incentives.
Cost of sales for the nine months ended October 31, 2003, increased $0.8
million, or 1.3%, to $63.9 million from $63.1 million for the nine months ended
October 31, 2002. As a percentage of net sales, cost of sales increased to 81.2%
from 81.1% for the comparable period of the prior year. Cost of sales for the
nine months ended October 31, 2003, increased compared to the prior year
principally due to reasons as described above.
Gross Profit
Gross profit for the three months ended October 31, 2003, was level at $5.1
million, compared to the three months ended October 31, 2002. Gross profit as a
percentage of net sales decreased to 18.4% for the three months ended October
31, 2003, compared to 19.3% for the three months ended October 31, 2002. Gross
profit for the three months ended October 31, 2003, was level with the same
period in the prior year, principally due to decreases in gross margins on parts
sales, because of increases in inventory acquisition costs due to competitive
pressures, and increased freight costs from customer incentives. The decrease in
gross profit as a percentage of net sales was due to an increase in sales of
parts that have a lower margin relative to supply chain management services
contracts, which have a higher margin.
Gross profit for the nine months ended October 31, 2003, increased $0.1 million,
or 0.4%, to $14.8 million from $14.7 million for the nine months ended October
31, 2002. The increase is due to services contracts, offset by lower margins on
parts sales because of increases in inventory acquisition costs due to
competitive pressures, and increased freight costs from customer incentives.
Gross profit as a percentage of net sales decreased to 18.8% for the
11
nine months ended October 31, 2003, compared to 18.9% for the nine months ended
October 31, 2002 for the reasons described above.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended October
31, 2003, increased $0.2 million, or 5.2%, to $4.5 million from $4.3 million for
the three months ended October 31, 2002. The increase is due principally to
increases in payroll for additional sales personnel and legal expenses, offset
partially by a decrease in bad debt and depreciation expenses in the current
year, compared to the prior year.
Selling, general and administrative expenses for the nine months ended October
31, 2003, increased $0.3 million, or 2.0%, to $13.1 million from $12.8 million
for the nine months ended October 31, 2002. The increase is due to increases in
insurance, legal and facility related expenses, which are offset by decreases in
depreciation, advertising and bad debt expenses, when compared to the nine
months ended October 31, 2002.
Corporate Expenses
Corporate expenses for the three months ended October 31, 2003, increased
$21,000 or 3.2% compared to the three months ended October 31, 2002. The
increase is primarily due to legal expenses, NASDAQ exchange fees on the
Company's move to the NASDAQ Small Cap Market, partially offset by savings in
other expenses.
Corporate expenses for the nine months ended October 31, 2003, increased $26,000
or 1.4% compared to the nine months ended October 31, 2002. The increase is
primarily due to legal fees and printing and filing fees incurred in connection
with the Company's solicitation against a dissident stockholder's proxy contest.
These expenses were partially offset by savings in promotional activities and
other expenses.
Net Interest Income (Expense) and Other
Net interest income and other for the three months ended October 31, 2003,
increased $26,000 from the three months ended October 31, 2002, principally due
to income from foreign exchange transactions, partially offset by lower interest
income received on the Company's investments.
Net interest income and other for the nine months ended October 31, 2003,
increased $16,000 from the nine months ended October 31, 2002, principally due
to income from foreign exchange transactions and lower interest expense,
partially offset by lower interest income received on the Company's investments.
Benefit (Provision) for Income Taxes
For the three months ended October 31, 2003, the Company recorded a benefit from
income taxes of $64,000. The benefit was from a $93,000 credit for a U.S.
federal refund received, offset by the estimated liability for foreign income
taxes, principally from Canada. The refund received previously had been accrued
but, since the Company was only able to carry the benefit forward, it was offset
in its entirety by the valuation reserve that had been recorded during the
Company's prior year-end. As a result of changes in U.S. income tax regulations
during the current year, the Company was able to carry back the benefit to prior
years, and applied for and received the benefit during the three months ended
October 31, 2003. The effective income tax rate for the three months ended
October 31, 2002, was 39%, which approximates the combined effective U.S.
federal and state statutory rates.
For the nine months ended October 31, 2003, the Company recorded a benefit from
income taxes of $42,000. The benefit was from a $93,000 credit for a U.S.
federal refund received, offset by the estimated liability for foreign income
taxes, principally from Canada. For the full year ended January 31, 2004, the
Company expects that its provision for income taxes will be equivalent to its
estimated liability for foreign income taxes, less the U.S. income tax refund
described above. The effective income tax rate for the three months ended
October 31, 2002, was 39%, which approximates the combined effective U.S.
federal and state statutory rates.
12
Net Income (Loss) and Net Income (Loss) per Share
For the three months ended October 31, 2003, the Company effectively broke even,
compared to a net income of $0.1 million, or $0.02 per share, for the three
months ended October 31, 2002. The decrease in net income was due to the reasons
described in the preceding sections.
For the nine months ended October 31, 2003, the Company incurred a net loss of
$0.1 million, or $0.01 per share, compared to a net loss of $2.7 million, or
$0.37 per share for the nine months ended October 31, 2002. The decrease in the
net loss incurred was due to the impact, in the prior year, of the net
cumulative effect of a change in accounting relating to goodwill and other
intangibles of $2.7 million, or $0.38 per share. Without the accounting change
in the prior year, net income for the nine months ended October 31, 2003, would
have decreased by $137,000, due to increases in cost of goods sold and selling
general and administrative expenses, as described above.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity requirements arise principally from its working capital
needs. In addition, the Company has liquidity requirements to fund capital
expenditures to support its current operations, and facilitate growth and
expansion. The Company funds its liquidity requirements with a combination of
cash on hand, cash flows from operations and from borrowings. The Company
manages its cash and debt to minimize its interest expense.
Cash and cash equivalents at any time may consist of a combination of demand
deposits, money market or short-term, high-grade bond funds, and short-term
certificates of deposit.
For the nine months ended October 31, 2003, the Company generated $2.6 million
of cash from operating activities, compared to $4.7 million for the nine months
ended October 31, 2002. Cash was generated from operating activities due to the
Company's continued focus on managing its overall working capital. The decrease
in cash generated in the current year, compared to the comparable period of the
prior year, was due principally to an increase in trade receivables, as a result
of higher net sales in the current year compared to the prior year, less cash
generated from inventory reductions during the current year, compared to the
prior year (as inventory levels previously had been reduced to more optimal
levels), a decrease in depreciation expense due to assets being fully
depreciated, and timing differences in other operating accounts. Cash used in
investing activities was $0.4 million and $0.8 million during the nine months
ended October 31, 2003, and 2002, respectively. The Company expects that its
aggregate capital expenditure requirements for the year ending January 31, 2004,
will range from approximately $0.5 million to $0.8 million. The Company's
capital expenditure requirements have been lower in recent years due to heavy
capital spending in prior years. Net cash used in financing activities during
the nine months ended October 31, 2003 was $-0-, compared to cash used of $0.5
million for the nine months ended October 31, 2002. In the prior year, the
Company utilized cash provided from operations to reduce a portion of its
outstanding debt.
API has a $20 million Commercial Revolving Loan and Security Agreement (the
"Facility"). Borrowings under this Facility bear interest equal to the LIBOR
rate plus 1.5%, and are limited to specified percentages of eligible trade
receivables and inventories of API. The Facility contains a number of covenants,
including restrictions on mergers, consolidations and acquisitions, the
incurrence of indebtedness, transactions with affiliates, the creation of liens,
and limitations on capital expenditures. Pursuant to the terms and conditions of
the Facility, the payment of dividends on API's common stock is prohibited,
except with the lender's consent, and API is required to maintain minimum levels
of net worth and specified interest expense coverage ratios. Substantially all
of API's domestic assets are pledged as collateral under the Facility, and First
Aviation guarantees all borrowings under the Facility. Borrowings under the
Facility totaled $14.5 million at October 31, 2003, at an interest rate of
approximately 2.6%. Approximately $2.6 million was available under the Facility
at October 31, 2003. The Facility was scheduled to expire July 1, 2004, however,
effective July 31, 2003, the Facility was extended to July 1, 2005, on
substantially the same terms and conditions. Therefore, borrowings under the
Facility continue to be classified as long term.
On January 6, 2003, the Company's Board of Directors, in light of the Company's
cash position, approved a special cash dividend of $1.00 per share that was paid
on January 30, 2003. The total paid to the stockholders was $7.3 million. Other
than this special dividend, the Company has not declared nor paid any cash
dividends or distributions on its common stock since its inception in 1997. At
this time, the Company anticipates that all future earnings will be retained for
use in the Company's business. Any payment of cash dividends in the future on
the Company's common stock will be dependent upon the Company's financial
condition, its results of operations, current and anticipated cash requirements,
plans for expansion, 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 any other factors that the Board of
Directors deems relevant.
13
In conjunction with the Company's acquisition of API in 1997, AMR Combs, Inc.
("AMR Combs") purchased 10,407 shares of API Series A Convertible Preferred
Stock, $0.001 par value, with annual dividends of $4.00 per share, payable
quarterly (the "Convertible Preferred Stock"). API has the right to redeem the
Convertible Preferred Stock at any time. AMR Combs has the right to cause API to
repurchase the Convertible Preferred Stock. The Company has, under certain
circumstances, the ability to defer AMR Combs' ability to cause API to
repurchase the Convertible Preferred Stock. The redemption price is equal to the
fair market value of the Convertible Preferred Stock as determined by an
independent appraisal.
On March 5, 1999, AMR Combs was acquired by Signature Flight Support, an
affiliate of BBA Group Plc.
Based upon current and anticipated levels of operations, the Company believes
that cash flow from operations, combined with cash on hand, and the availability
under the Facility, will be sufficient to meet its current and anticipated
operating cash requirements for the foreseeable future, including scheduled
interest and principal payments, capital expenditures, minority interest
requirements, working capital needs, and cash required for acquisitions that the
Company may pursue.
Contractual Obligations
- -----------------------
As described above, the Company extended the maturity date of the Facility to
July 1, 2005. There have been no significant changes in the Company's
commitments under operating leases since that disclosed in the Company's Annual
Report on Form 10-K for the year ended January 31, 2003.
The Company is in discussions with a key supplier, New Piper Aircraft, Inc., to
continue a distribution agreement for general aviation parts. The current
agreement expires December 31, 2003. If the agreement is not renewed, the
discontinuation of the distribution agreement will have a significant impact on
future revenues. For the nine months ended October 31, 2003, sales of Piper
parts represented approximately 10% of total net sales. The Company has made
preparations to avoid an immediate disruption in business while discussions
continue with this supplier.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
- -------------------------------------------------------------------
The Company's Canadian operations utilize the Canadian dollar as their
functional currency, while the Company's Asian operation utilizes the U.S.
dollar as its functional currency. The Company has transactions denominated in
Canadian dollars and Philippine pesos. Foreign currency transaction exposure
arises principally from the transfer of foreign currency to and/or from US
dollars from one subsidiary to another within the FAvS group, and from foreign
currency denominated trade receivables. Currency transaction and translation
exposures are not hedged. Foreign currency transaction gains and losses are
included in earnings. Unrealized currency translation gains and losses are
recognized as other comprehensive income or loss upon translation of foreign
subsidiaries' balance sheets to U.S. dollars. The Company has risk principally
relating to transactions in, and translation of accounts in which the Canadian
dollar is the functional currency, although in the current year the Canadian
dollar has strengthened compared to the U.S. dollar, resulting in translation
and transaction gains. The Company may experience future transaction and/or
translation losses if the U.S. dollar strengthens compared to the Canadian
dollar, and depending also upon the nature of the transaction.
Item 4. Controls and Procedures
- -------------------------------
The Company's management evaluated, with the participation of the Company's
principal executive and principal financial officers, the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), as of October 31, 2003. Based on their evaluation, the Company's
principal executive and principal financial officers concluded that the
Company's disclosure controls and procedures were effective as of October 31,
2003.
There has been no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the Company's fiscal quarter ended October 31, 2003,
14
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- -------------------------
The Company's business exposes it to possible claims for personal injury, death
or property damage that may result from a failure of certain parts serviced by
the Company or spare parts and components sold by it, or in connection with the
provision of its supply chain management services. The Company takes what it
believes to be adequate precautions to ensure the quality of the work it
performs and the traceability of the aircraft parts and components that it
sells. The original equipment manufacturers that manufacture the parts,
components and supplies that the Company sells carry liability insurance on the
products they manufacture. In addition, the Company maintains what it believes
is adequate liability insurance to protect it from any claims.
In the normal conduct of its business, the Company also is involved in various
claims and lawsuits, none of which, in the opinion of the Company's management,
will have a material, adverse impact on the Company's consolidated financial
position. The Company maintains what it believes is adequate liability and other
insurance to protect it from such claims. However, depending on the amount and
timing, unfavorable resolution of any of these matters could have a material
effect on the Company's consolidated financial position, results of operations
or cash flows in a particular period.
Item 2. Changes in Securities and Use of Proceeds
- -------------------------------------------------
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.
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a).
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a).
32.1 Certification of Chief Executive Officer required by Rule 13a-14(b)
and 18 U.S.C. Section 1350 (furnished herewith).
32.2 Certification of Chief Financial Officer required by Rule 13a-14(b)
and 18 U.S.C. Section 1350 (furnished herewith).
(b) Reports on Form 8-K.
Current Report on Form 8-K dated September 10, 2003, announcing, under
Item 9, the Company's second quarter results for the quarterly period
ended July 31, 2003.
15
Current Report on Form 8-K dated September 8, 2003, announcing, under Item
5, the transfer of the listing of the Company's common stock to The NASDAQ
SmallCap Market, from The NASDAQ National Market.
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.
(Registrant)
Date: December 15, 2003 /s/ Michael C. Culver
-------------------------------------------
Michael C. Culver,
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: December 15, 2003 /s/ Robert G. Costantini
-------------------------------------------
Robert G. Costantini,
Chief Financial Officer (Principal Financial
and Accounting Officer)
16
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ------------
31.1 Certification of Chief Executive Officer required by
Rule 13a-14(a).
31.2 Certification of Chief Financial Officer required by
Rule 13a-14(a).
32.1 Certification of Chief Executive Officer required by
Rule 13a-14(b) and 18 U.S.C. Section 1350
(furnished herewith).
32.2 Certification of Chief Financial Officer required by
Rule 13a-14(b) and 18 U.S.C. Section 1350
(furnished herewith).
17