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, 2002
----------------
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
- -------- ---------
(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__
The number of shares outstanding of the registrant's common stock as of December
12, 2002 is 7,231,377 shares.
1
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...................................................7-8
Item 2. Management's Discussion and Analysis of Financial Condition, Results of Operations and
Liquidity and Capital Resources.......................................................................9-14
Item 3. Quantitative and Qualitative Disclosures about Market Risks.............................................14
Item 4. Controls and Procedures.................................................................................14
Part II - Other Information, Signatures and Certifications
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Other Information, Signatures and Certifications..............................................................15-17
2
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,
2002 2002
--------------------------------------------
(unaudited) *
Assets
Current assets:
Cash and cash equivalents $ 34,540 $ 31,113
Trade receivables, net of allowance for doubtful 14,605 15,396
accounts of $752 and $707, respectively
Inventory, net of allowance for obsolete and slow moving 20,743 23,016
inventory of $991 and $885, respectively
Prepaid expenses, deferred income taxes and other 4,637 3,034
-------------- --------------
Total current assets 74,525 72,559
Plant and equipment, net 3,889 4,100
Goodwill and other intangibles, net 48 3,885
-------------- --------------
$ 78,462 $ 80,544
============== ==============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 12,651 $ 11,464
Accrued compensation and related expenses, and 2,507 2,748
other accrued liabilities
Income taxes payable 1,265 1,293
Obligations under capital leases 45 180
-------------- --------------
Total current liabilities 16,468 15,685
Revolving line of credit 14,500 14,800
Minority interest in subsidiary 1,041 1,041
-------------- --------------
Total liabilities 32,009 31,526
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares authorized, 91 91
7,231,377 and 7,213,753 shares outstanding, respectively
Additional paid-in capital 38,478 38,516
Retained earnings 18,047 20,728
Accumulated other comprehensive loss (160) (193)
-------------- --------------
56,456 59,142
Less: Treasury stock, at cost (10,003) (10,124)
-------------- --------------
Total stockholders' equity 46,453 49,018
-------------- --------------
Total liabilities and stockholders' equity $ 78,462 $ 80,544
============== ==============
See accompanying notes.
* Balances were derived from the audited balance sheet as of January 31, 2002.
3
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Three months ended
October 31,
2002 2001
-------------- --------------
Net sales $ 26,611 $ 26,953
Cost of sales 20,660 21,383
-------------- --------------
Gross profit 5,951 5,570
Selling, general and administrative expenses 5,126 5,207
Corporate expenses 647 960
-------------- --------------
Income (loss) from operations 178 (597)
Net interest income and other 31 64
Minority interest in subsidiary (11) (11)
-------------- --------------
Income (loss) before income taxes 198 (544)
Benefit (provision) for income taxes (77) 54
-------------- --------------
Net income (loss) $ 121 $ (490)
============== ==============
Basic net income (loss) per common share, and net income (loss) per common share
- assuming dilution:
Basic net income (loss) per common share, and net income (loss)
per common share - assuming dilution $ 0.02 $ (0.07)
============== ==============
Weighted average common shares outstanding - basic 7,227,860 7,204,125
============== ==============
Weighted average common shares outstanding - assuming dilution 7,227,860 7,204,125
============== ==============
See accompanying notes.
4
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Nine months ended
October 31,
2002 2001
-------------- -----------------
Net sales $ 77,775 $ 80,088
Cost of sales 60,666 63,636
-------------- -----------------
Gross profit 17,109 16,452
Selling, general and administrative expenses 15,239 14,908
Corporate expenses 1,881 2,271
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Loss from operations (11) (727)
Net interest income and other 130 388
Minority interest in subsidiary (31) (31)
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Income (loss) from continuing operations before income taxes 88 (370)
Benefit (provision) for income taxes (34) 37
-------------- -----------------
Income (loss) from continuing operations before cumulative 54 (333)
effect of accounting change
Income from disposition of subsidiary, net of provision for - 707
income taxes of $405
Cumulative effect of accounting change, net of benefit for
income taxes of $922 (2,735) -
-------------- -----------------
Net income (loss) $ (2,681) $ 374
============== =================
Basic net income (loss) per common share, and net income (loss) per common share
- assuming dilution:
Income (loss) from continuing operations before cumulative $ 0.01 $ (0.05)
effect of accounting change
Income from disposition of subsidiary - 0.10
Cumulative effect of accounting change (0.38) -
-------------- -----------------
Basic net income (loss) per common share, and net income (loss)
per common share - assuming dilution $ (0.37) $ 0.05
============== =================
Weighted average common shares outstanding - basic 7,220,492 7,195,093
============== =================
Weighted average common shares outstanding - assuming dilution 7,226,723 7,195,093
============== =================
See accompanying notes.
5
First Aviation Services Inc.
Consolidated Condensed Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended
October 31,
2002 2001
----------- -----------
Cash flows from operating activities
Net loss $(2,681) $ (333)
Adjustments to reconcile net loss to net
cash from operating activities - non-cash charges:
Cumulative effect of accounting change, net 2,735 -
Depreciation and amortization 1,011 1,000
Stock compensation 76 79
(Increase) decrease in assets:
Trade receivables 790 (476)
Inventory 2,272 819
Other assets (459) 610
Increase (decrease) in liabilities:
Accounts payable 1,186 (2,684)
Accrued compensation and related expenses, and other accrued liabilities (191) (744)
Income taxes payable (83) (210)
----------- -----------
Net cash provided by (used in) operating activities 4,656 (1,939)
Cash flows from investing activities
Purchases of plant and equipment and other assets (756) (661)
Acquisition of distribution business - (4,943)
----------- -----------
Net cash used in investing activities (756) (5,604)
Cash flows from financing activities
Net borrowings (repayments) on revolving line of credit (300) 4,253
Principal payments on capital lease obligations and other (173) 57
----------- -----------
Net cash provided by (used in) financing activities (473) 4,310
----------- -----------
Net increase (decrease) in cash and cash equivalents 3,427 (3,233)
Cash and cash equivalents at beginning of period 31,113 31,855
----------- -----------
Cash and cash equivalents at end of period $ 34,540 $ 28,622
=========== ===========
Supplemental cash flow disclosures:
Interest paid $ 47 $ 114
Income taxes paid (funds received) $ 1 $ (759)
See accompanying notes.
6
First Aviation Services Inc.
Notes to Consolidated Condensed Financial Statements (Unaudited)
(in thousands, except share amounts)
October 31, 2002
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 leading suppliers of products
and services to the aerospace industry worldwide, including the provision of
aircraft parts and components, 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, 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 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, 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, 2002 are not necessarily
indicative of the results that may be expected for the full fiscal year ending
January 31, 2003. 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, 2002. Certain amounts in the Condensed Consolidated
Statements of Operations have been reclassified to conform to the current year's
presentation.
2. 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,
2002 2001 2002 2001
------------ ------------ ------------ -------------
Denominator:
Denominator for basic net income (loss)
per common share - weighted average
shares 7,227,860 7,204,125 7,220,492 7,195,093
Effect of dilutive employee stock options - N/A 6,231 N/A
------------ ------------ ------------ -------------
Denominator for net income (loss) per common share
- assuming dilution, adjusted weighted average
shares and assumed dilutions 7,227,860 7,204,125 7,226,723 7,195,093
============ ============ ============ =============
For the three and nine months ended October 31, 2001 the denominator used in the
calculation of net income (loss) per common share - assuming dilution, was the
same as the denominator used in the calculation of basic net income (loss) per
common share because the effect of employee stock options would have been
antidilutive.
7
3. Extension of Revolving Line of Credit
On July 31, 2002, the Company extended the maturity date of its $20 million
Commercial Revolving Loan and Security Agreement to July 1, 2004 from July 1,
2003. The extension of the agreement was on 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.
4. Acquisition and Discontinued Operations
On August 10, 2001, the Company completed the acquisition of the distribution
business of Superior Air Parts, Inc. ("Superior"). Pursuant to the terms of the
acquisition, the Company acquired the distribution business of Superior,
including four distribution centers and certain inventory and equipment, and was
named a worldwide distributor for Superior's product line of replacement parts
for certain aircraft engines. In addition, the Company entered into a service
agreement with Superior whereby the Company provides Superior with a variety of
supply chain management services for a fee based upon the scope of the services
provided. In connection with the acquisition, the Company accrued approximately
$543 to cover the estimated costs to complete the acquisition and implement a
plan to streamline operations, consolidate facilities, and close the
distribution centers. At January 31, 2002 the balance remaining of the accruals
was $147. During the three and nine months ended October 31, 2002, respectively,
approximately $27 and $129 of the accruals were utilized, leaving a balance of
approximately $18 at October 31, 2002.
The Company previously had sold its former wholly owned subsidiary, National
Airmotive Corporation ("NAC"), and, in a separate transaction, discontinued
AeroV Inc. ("AeroV"), its former wholly owned e-commerce subsidiary. Pursuant to
these transactions, the Company accrued for certain costs directly related to
the respective transaction. During the three months ended April 30, 2002, the
remaining $57 of accruals relating to NAC were utilized. During the six months
ended July 31, 2002, the remaining $56 of the accruals relating to AeroV were
utilized. There were no accruals remaining related to NAC or AeroV at October
31, 2002.
5. Accounting Change
During the first quarter ended April 30, 2002, the Company adopted Financial
Accounting Standards Board Pronouncement No. 142, "Goodwill and Other Intangible
Assets", ("FAS 142"). Pursuant to FAS 142, goodwill is not amortized but is
tested periodically for impairment using discounted cash flows and other fair
value methodologies. Upon adoption of FAS 142, the Company was required to
perform impairment tests relating to its goodwill and other intangibles existing
as of the date of adoption. As a result, upon adoption of FAS 142, the Company
took a one-time, non-cash charge of $2,735, net of applicable income tax benefit
of $922, or $0.38 per share, to write-off the carrying value of its goodwill. No
charge was required under previous generally accepted accounting principles,
which were based upon undiscounted cash flows.
The adoption of FAS 142 represented a change in accounting principle, and the
cumulative effect, net of the applicable income tax benefit, has been shown on
a separate line in the Consolidated Condensed Statements of Operations. The
effective rate of the income tax benefit of the charge was approximately 25%.
The difference between the effective income tax rate and the statutory rate was
due to differences in book and income tax bases of the assets.
8
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 of Act
1995.
Information included in this Quarterly Report on Form 10-Q may contain
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. In evaluating such statements, as well as the
future prospects of the Company, specific consideration should be given to
various factors, including the Company's ability to obtain parts and
components from its principal suppliers on a timely basis, 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 to
obtain and service supply chain management contracts, 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. In addition, specific consideration should be given to the
various factors discussed in this Quarterly Report on Form 10-Q.
General
The Company is one of the premier suppliers of products and services to the
aerospace industry worldwide, including the provision of aircraft parts and
components, 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.firstaviation.com. The Company can be
reached via e-mail at first@firstaviation.com.
On July 24, 2002, the Company announced that it had entered into a multi-year
contract with Gulfstream Aerospace Corporation for the provision of supply chain
management services, effective July 1, 2002. Net sales from this contract
favorably impacted results for the three months ended October 31, 2002.
Results for the three and nine months ended October 31, 2002 continue to be
adversely impacted by the poor state of the economy, and especially by the
general slowdown in the aerospace industry that began in late 2000 and increased
after the terrorist acts that occurred on September 11, 2001. Recovery in the
industry has been minimal, and overall business activity in the aerospace
industry continues to be depressed, especially in the general aviation and
commercial airline sectors. Several bankruptcies have and continue to occur in
the industry. During the quarter ended July 31, 2002, the Company re-assessed
its reserves for uncollectible accounts receivable and took a $0.2 million
charge to increase its allowance for doubtful accounts. The Company expects that
the current level of reduced business activity in the industry will continue. It
is uncertain when recovery in the industry will occur. The Company continues to
look for new sources of revenue, to control its costs, and expand its offering
of products and services.
Results of Operations
Net Sales
The Company's net sales consist of sales of products and services, including
parts and components, component overhaul and repair services, and supply chain
management services. Net sales are recorded when parts and components are
shipped and title transfers to the customer, when overhauled and repaired items
are completed and shipped back to the customer, or when supply chain management
services have been provided to the customer. Shipping and handling billed to
customers are included in net sales. The terms and nature of supply chain
management services provided generally are stipulated in a 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
services where the Company distributes inventory on behalf of its customer, the
Company may use
9
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
customer' inventory, net sales generally are recognized as a fee based on the
sales value of the product shipped through the Company's facilities
("throughput"), and not the sales value of the product itself.
Net sales for the three months ended October 31, 2002 decreased $0.4 million, or
1.3%, to $26.6 million from $27.0 million for the three months ended October 31,
2001. During the three months ended October 31, 2002 net sales of parts and
components declined, especially in the general aviation and airline product
lines, as a result of depressed economic and industry conditions and
significantly reduced flying activity. As a result of industry conditions, the
Company previously had tightened its credit policies, and this further
contributed to the decline in sales. The sales decline was offset by an increase
in sales from new services contracts. On a geographic basis, domestic net sales
were flat compared to the prior year while sales increased in Canada and Asia as
a result of new initiatives in these areas. Sales in Europe and Latin America
decreased due to economic conditions in these areas.
Net sales for the nine months ended October 31, 2002 decreased $2.3 million, or
2.9%, to $77.8 million from $80.1 million for the nine months ended October 31,
2001. The decrease in net sales during the nine months ended October 31, 2002
compared to the prior year was due to the same reasons as explained above for
the current quarter.
Cost of Sales
Cost of sales consists of costs of 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, 2002 decreased $0.8
million, or 3.4%, to $20.6 million from $21.4 million for the three months ended
October 31, 2001. As a percentage of net sales, cost of sales decreased to 77.6%
from 79.3% for the comparable period of the prior year. Cost of sales for the
three months ended October 31, 2002 decreased compared to the prior year due to
the decrease in net sales and a change in the sales mix to more services
contracts.
Cost of sales for the nine months ended October 31, 2002 decreased $2.9
million, or 4.7%, to $60.7 million from $63.6 million for the nine months ended
October 31, 2001. As a percentage of net sales, cost of sales decreased to 78.0%
from 79.5% for the comparable period of the prior year. Cost of sales for the
nine months ended October 31, 2002 decreased compared to the prior year due to
the decrease in net sales and a change in the sales mix to more services
contracts.
Gross Profit
Gross profit for the three months ended October 31, 2002 increased $0.4 million,
or 6.8%, to $6.0 million from $5.6 million for the three months ended October
31, 2001. Gross profit as a percentage of net sales increased to 22.4% for the
three months ended October 31, 2002, from 20.7% for the three months ended
October 31, 2001. Gross profit for the three months ended October 31, 2002
increased compared to the prior year principally due to new services contracts.
Gross profit for the nine months ended October 31, 2002 increased $0.6 million,
or 4.0%, to $17.1 million from $16.5 million for the nine months ended October
31, 2001. Gross profit as a percentage of net sales increased to 22.0% for the
nine months ended October 31, 2002, from 20.5% for the nine months ended
October 31, 2001. Gross profit for the nine months ended October 31, 2002
increased compared to the prior year principally due to new services contracts,
offset by a decline in gross profit from product sales, especially in the
general aviation and airline sectors, due to the reasons noted above in Net
Sales.
A significant portion of the costs relating to supply chain management contracts
are indirect costs, including indirect personnel, warehouse and related, and
systems, and these costs are included in selling, general and administrative
costs. Therefore, gross margins for services sales will be higher than for
product sales. As net sales of services increase, the trend of increased gross
profit and gross margin from the current year compared to the prior year will
continue, along with increases in selling, general and administrative expenses.
For the three and nine months ended October 31, 2002, respectively, gross profit
from services sales nearly doubled that of the same periods of the prior year.
Services contracts are part of a continuum of product lines offered by the
Company to its customers, and
10
represent a growth opportunity for the Company. Therefore, as previously
announced, increasing services has been one of the Company's main strategic
initiatives.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended October
31, 2002 decreased $0.1 million, or 1.6%, to $5.1 million from $5.2 million for
the three months ended October 31, 2001. The decrease is due to a combination of
a decrease in the number of personnel and related costs, as the Company reduced
its workforce in September 2001, and offsetting increases in costs related to
new services contracts, bad debt charges, insurance costs and other new business
related costs.
Selling, general and administrative expenses for the nine months ended October
31, 2002 increased $0.3 million, or 2.2%, to $15.2 million from $14.9 million
for the nine months ended October 31, 2001. The increase is due to increased
costs relating to new services contracts, increased bad debt, freight and
insurance costs, and an increase in other new business related costs, offset
partially by the decrease in personnel costs in the third quarter, as described
above.
As stated in Gross Profit, indirect costs relating to services sales are
classified as part of selling, general and administrative expenses. As net sales
from services increase, selling, general and administrative costs also will
increase.
The cost of freight billed to customers is included in selling, general and
administrative expenses.
Corporate Expenses
Corporate expenses for the three months ended October 31, 2002 decreased $0.4
million, or 32.6%, to $0.6 million, from $1.0 million incurred during the three
months ended October 31, 2001. The decrease was due to significantly lower legal
costs, as the Company has not been involved in any significant litigation since
the fourth quarter of the prior year, and the lack of severance costs that were
incurred in the prior year. Offsetting these decreases were increases in costs
for insurance and franchise taxes.
Corporate expenses for the nine months ended October 31, 2002 decreased $0.4
million, or 17.2%, to $1.9 million, from $2.3 million incurred during the nine
months ended October 31, 2001. The decrease was due to the same reasons
explained above for the current quarter.
Net Interest Income and Other
Net interest income and other for the three months ended October 31, 2002
decreased slightly from the three months ended October 31, 2001. The decrease in
net interest income and other during the three months ended October 31, 2002
principally was due to a decrease in interest rates in the current year quarter
compared to that of the prior year.
Net interest income and other for the nine months ended October 31, 2002
decreased $0.3 million for the nine months ended October 31, 2001. The decrease
in net interest income and other during the nine months ended October 31, 2002
was due to the marked decrease in interest rates in the current year compared to
the prior year.
Benefit (Provision) for Income Taxes
The effective income tax rate for the three and nine months ended October
31, 2002 was 39%. Management expects that the effective income tax rate will
approximate 39% for the full year ending January 31, 2003. The effective income
tax rate for the three and nine months ended October 31, 2001 was 10%. The
difference between the statutory income tax rate and the Company's effective
income tax rate for the three and nine months ended October 31, 2001 principally
was due to a reduction in certain accrued income tax exposures as a result of
changes in estimates.
11
Income (Loss) from Continuing Operations before Cumulative Effect of
Accounting Change
For the three months ended October 31, 2002 the Company earned $0.1
million, or $0.02 per share, compared to a loss of $0.5 million, or $0.07 per
share, for the three months ended October 31, 2001. The increase in income
principally was due to a combination of an increase in gross profit resulting
from sales from new services contracts, and significantly lower corporate
expenses due to the absence of legal fees and severance costs in the current
year compared to the prior year.
For the nine months ended October 31, 2002, the Company earned $0.1
million, or the $0.01 per share, compared to a loss of $0.3 million, or $0.05
per share, for the nine months ended October 31, 2001. The increase in income
principally was due to an increase in gross profit resulting from sales from new
services contracts, offset by higher selling, general and administrative costs
for increased costs for bad debt, freight, insurance and new business expenses,
combined with a reduction in interest income due to the decrease in interest
rates in the current year compared to the prior year.
Income from Disposition of Subsidiary
For the nine months ended October 31, 2001, the Company had income from
disposition of subsidiary of $0.7 million, net of applicable income tax
provision of $0.4 million, or $0.10 per share. There was no such income or loss
during the three months ended October 31, 2002 and 2001, respectively, and the
nine months ended October 31, 2002.
Cumulative Effect of Accounting Change
During the first quarter ended April 30, 2002, the Company adopted FAS 142.
Under FAS 142, goodwill is not amortized but is tested periodically for
impairment using discounted cash flows and other fair value methodologies. Upon
adoption of FAS 142 the Company took a one-time, non-cash charge of $2.7
million, net of applicable income tax benefit of $0.9 million, or $0.38 per
share, to write-off the carrying value of its goodwill. No charge was required
under previous generally accepted accounting principles, which were based upon
undiscounted cash flows. The application of the non-amortization provision of
FAS 142 did not have a significant impact on results for the three and nine
months ended October 31, 2002 and 2001.
The adoption of FAS 142 represented a change in accounting principle, and the
cumulative effect, net of the income tax benefit, was shown on a separate line
in the Consolidated Condensed Statements of Operations. The effective rate of
the income tax benefit of the charge was approximately 25%. The difference
between the effective income tax rate and the statutory rate was due to
differences in book and income tax bases of the assets.
Net Income (Loss) and Net Income (Loss) per Common Share
The Company earned $0.1 million, or $0.02 per common share for the three months
ended October 31, 2002, compared to a loss of $0.5 million, or $0.07 per common
share for the three months ended October 31, 2001. The increase in net income
was due to the reasons described in the preceding sections.
The Company incurred a net loss of $2.7 million, or $0.37 per common share for
the nine months ended October 31, 2002, compared to net income of $0.4 million,
or $0.05 per common share for the nine months ended October 31, 2001. The
increase in net income was due to the reasons described in the preceding
sections.
Liquidity and Capital Resources
The Company's liquidity requirements arise principally from its working capital
needs, which have increased due to growth and expansion. 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.
12
The Company invests its cash and cash equivalents in certificates of deposit and
commercial paper with maturities when purchased of three months or less.
For the nine months ended October 31, 2002 the Company generated $4.7 million of
cash from operating activities, compared to a net use of cash of $1.9 million
for the nine months ended October 31, 2001. The increase in cash generated
compared to the prior year was due to the Company's continued focus on
increasing cash collections on receivables, reducing inventory and managing its
overall working capital. The Company has been reducing its inventory levels
since the third quarter of the prior fiscal year when the Company acquired
Superior and a significant amount of inventory. Inventory levels at October 31,
2002 are less than they were before the Superior acquisition. Cash used in
investing activities was $0.8 million and $0.7 million during the nine months
ended October 31, 2002 and 2001, respectively, excluding the acquisition of
Superior. The Company expects that its aggregate capital expenditure
requirements for the year ending January 31, 2003 will be approximately $0.9
million. Net cash used in financing activities during the nine months ended
October 31, 2002 was $0.5 million, compared to cash provided of $4.3 million for
the nine months ended October 31, 2001. In the current year the Company utilized
cash provided from operations to reduce a portion of its outstanding debt. In
the prior year the Company borrowed cash partially to fund its acquisition of
Superior. For the quarter ended October 31, 2002, the Company generated $2.0
million of cash from operating activities, compared to a use of cash of $1.1
million for the quarter ended October 31, 2001. The improvement is due to better
use of working capital, as discussed above, and higher net income compared to
the prior year.
During the quarter ended July 31, 2002, API extended the maturity date of
its $20 million Commercial Revolving Loan and Security Agreement to July 1, 2004
from July 1, 2003. Borrowings under this credit 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 credit agreement 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. The credit agreement
also prohibits the payment of dividends on API's common stock, except with the
lender's consent, and requires API 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 this credit facility, and First Aviation
guarantees all borrowings under the facility. Borrowings under the facility
totaled $14.5 million at October 31, 2002, at an interest rate of approximately
3.0%. Approximately $3.2 million was available under the facility at October 31,
2002. The extension of the agreement was on the same terms and conditions as the
prior agreement. As a result of the extension, borrowings under this facility
continue to be classified as long term.
The Company has not declared or paid any cash dividends or distributions on its
common stock since its inception in 1997. While the Company historically has
retained all earnings for use in the Company's business, and has not paid any
cash dividends on its common stock, the Company's Board of Directors is
re-evaluating this policy in light of the Company's cash position. 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.
In conjunction with the Company's acquisition of API, 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 its cash flow from operations, combined with cash on hand and availability
under its revolving line of credit, 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 any
13
acquisition that the Company may pursue.
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
principally arises 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, and gains and losses have not been significant. 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 does have risk principally relating to the translation of
accounts in which the Canadian dollar is the functional currency.
Item 4. Controls and Procedures
(a) The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the periods specified in the rules and forms
of the Securities and Exchange Commission. Such information is accumulated
and communicated to the Company's management, including its principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure. The Company's management,
including the principal executive officer and the principal financial
officer, recognizes that any set of controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
Within 90 days prior to the filing date of this quarterly report on Form
10-Q, the Company has carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
principal executive officer and the Company's principal financial officer,
of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on such evaluation, the Company's
principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective.
(b) There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of their evaluation in connection with the
preparation of this quarterly report on Form 10-Q.
14
PART II - OTHER INFORMATION, SIGNATURES AND CERTIFICATIONS
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.
99.1 CEO Certification
99.2 CFO Certification
(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.
(Registrant)
Date: December 16, 2002 /s/ Michael C. Culver
-------------------------------------------
Michael C. Culver,
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: December 16, 2002 /s/ Michael D. Davidson
-------------------------------------------
Michael D. Davidson,
Chief Financial Officer (Principal Financial
and Accounting Officer)
15
CERTIFICATIONS
I, Michael C. Culver, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Aviation Services
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: December 16, 2002
/s/ Michael C. Culver
------------------------------
Name: Michael C. Culver
Title: Chief Executive Officer
I, Michael D. Davidson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Aviation Services
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: December 16, 2002
/s/ Michael D. Davidson
------------------------------
Name: Michael D. Davidson
Title: Chief Financial Officer
16
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CEO Certification. In connection with the Quarterly Report of First Aviation
Services Inc. (the "Company") on Form 10-Q for the period ending October 31,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Michael C. Culver, President and Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Michael C. Culver
President and Chief Executive Officer
December 16, 2002
- --------------------------------------------------------------------------------
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CFO Certification. In connection with the Quarterly Report of First Aviation
Services Inc. (the "Company") on Form 10-Q for the period ending October 31,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Michael D. Davidson, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Michael D. Davidson
Chief Financial Officer
December 16, 2002
17