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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 April 30, 2003
--------------
_______ 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
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
------------------------------------------------------
(Address of principal executive offices)
(203) 291-3300
--------------
(Issuer's telephone number)
----------------------------------------------------
(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
defined in Rule 12b-2 of the Act). Yes __ No_X_
The number of shares outstanding of the registrant's common stock as of June 6,
2003 is 7,265,229 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
Consolidated Condensed Statements of Cash Flows.......................5
Notes to Consolidated Condensed Financial Statements................6-7
Item 2. Management's Discussion and Analysis of Financial Condition, Results of
Operations and Liquidity and Capital Resources.....................7-11
Item 3. Quantitative and Qualitative Disclosures about Market Risks..........11
Item 4. Controls and Procedures..............................................11
Part II - Other Information
---------------------------
Other Information..........................................................11-16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------
First Aviation Services Inc.
Consolidated Condensed Balance Sheets
(in thousands, except share amounts)
April 30, January 31,
2003 2003
----------- -----------
(unaudited) *
Assets
Current assets:
Cash and cash equivalents $ 27,095 $ 26,013
Trade receivables, net of allowance for doubtful 12,666 12,978
accounts of $1,767 and $1,656, respectively
Inventory, net of allowance for obsolete and slow moving 20,323 20,617
inventory of $997, respectively
Prepaid expenses and other 2,220 1,794
----------- -----------
Total current assets 62,304 61,402
Plant and equipment, net 3,434 3,639
----------- -----------
$ 65,738 $ 65,041
=========== ===========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 10,780 $ 10,324
Accrued compensation and related expenses, and 1,883 2,073
other accrued liabilities
Income taxes payable 1,136 1,009
----------- -----------
Total current liabilities 13,799 13,406
Revolving line of credit 14,500 14,500
Minority interest in subsidiary 1,041 1,041
----------- -----------
Total liabilities 29,340 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 38,445 38,445
Retained earnings 7,663 7,543
Accumulated other comprehensive income (loss) 84 (96)
----------- -----------
46,283 45,983
Less: Treasury stock, at cost, 1,884,329 and 1,884,989
shares, respectively (9,885) (9,889)
----------- -----------
Total stockholders' equity 36,398 36,094
----------- -----------
Total liabilities and stockholders' equity $ 65,738 $ 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
April 30,
2003 2002
------------ ------------
Net sales $ 25,605 $ 24,998
Cost of sales 20,731 20,324
------------ ------------
Gross profit 4,874 4,674
Selling, general and administrative expenses 4,266 4,014
Corporate expenses 490 554
------------ ------------
Income from operations 118 106
Net interest income and other 89 32
Minority interest in subsidiary (10) (10)
------------ ------------
Income before income taxes 197 128
Provision for income taxes (77) (50)
------------ ------------
Income before cumulative effect of accounting change 120 78
Cumulative effect of accounting change, net - (2,735)
------------ ------------
Net income (loss) $ 120 $ (2,657)
============ ============
Basic net income (loss) per share, and net income (loss)
per share - assuming dilution:
Income before cumulative effect of accounting change $ 0.02 $ 0.01
Cumulative effect of accounting change, net - (0.38)
------------ ------------
Basic net income (loss) per share, and net income (loss)
per share - assuming dilution $ 0.02 $ (0.37)
============ ============
Weighted average shares outstanding - basic 7,251,355 7,214,107
============ ============
Weighted average shares outstanding - assuming dilution 7,258,903 7,230,763
============ ============
See accompanying notes.
4
First Aviation Services Inc.
Consolidated Condensed Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended
April 30,
2003 2002
---------- ---------
Cash flows from operating activities
Net income (loss) $ 120 $ (2,657)
Adjustments to reconcile net income (loss) to net
cash from operating activities - non-cash charges:
Depreciation and amortization 339 334
Compensation paid through issuance of stock 4 19
Cumulative effect of accounting change, net - 2,735
(Increase) decrease in current assets:
Trade receivables 395 1,243
Inventory 368 1,285
Prepaid and other (417) (254)
Increase (decrease) in current liabilities:
Accounts payable 447 (70)
Accrued compensation and related expenses, and other accrued liabilities (151) (809)
Income taxes payable 75 31
---------- ---------
Net cash provided by operating activities 1,180 1,857
Cash flows from investing activities
Purchases of plant and equipment (127) (465)
---------- ---------
Net cash used in investing activities (127) (465)
Cash flows from financing activities
Net borrowings (repayments) on revolving line of credit - (300)
Principal payments on capital lease obligations and other (6) (58)
---------- ---------
Net cash used in financing activities (6) (358)
---------- ---------
Net increase in cash and cash equivalents 1,047 1,034
Effect of exchange rates on cash 35 -
Cash and cash equivalents at beginning of period 26,013 31,113
---------- ---------
Cash and cash equivalents at end of period $ 27,095 $ 32,147
========== =========
Supplemental cash flow disclosures:
Interest paid $ 13 $ 17
Income taxes paid $ - $ 75
See accompanying notes.
5
First Aviation Services Inc.
Notes to Consolidated Condensed Financial Statements (Unaudited)
(in thousands, except share amounts)
April 30, 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 months ended April 30, 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. Weighted Average Shares Outstanding - Assuming Dilution
The following sets forth the denominator used in the computation of net income
(loss) per share - assuming dilution:
Three months ended
April 30,
2003 2002
--------- ---------
Denominator:
Denominator for basic net income (loss)
per share - weighted average shares 7,251,355 7,214,107
Effect of dilutive employee stock options 7,548 16,656
--------- ---------
Denominator for net income (loss) per
share - assuming dilution, adjusted weighted
average shares and assumed dilutions 7,258,903 7,230,763
========= =========
3. 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. No compensation expense was recognized during the three
months ending April 30, 2003 and 2002 since all grants were issued at the fair
market value of the Company's common stock at the date of grant.
6
The Company is required to disclose the fair value, as defined, of options
granted to employees and the related compensation expense. 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 for the three months ended April 30:
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 net income (loss) and earnings (loss) per share that would
have been recorded was approximately $90, and $(2,697), or $0.01 and $(0.37) per
share, for the three months ended April 30, 2003 and 2002, respectively.
7
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.
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 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. We disclaim 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 the 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.
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
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 April 30, 2003 increased $0.6 million, or
2.4%, to $25.6 million from $25.0 million for the three months ended April 30,
2002. During the three months ended April 30, 2003 net sales of general aviation
parts and components increased compared to the comparable period of the prior
year, although adverse weather in many parts of the U.S. depressed general
aviation flying activity, and subsequently reduced demand for parts and
components. The increase in general aviation net sales was offset by a
significant decline in sales to the airline sector. As a result of industry
conditions, the Company previously had tightened its credit policies. This
credit policy change continues to negatively impact net sales, especially in the
airline sector. Overall, the increase in net sales compared to the prior year
can be attributed principally to an increase in sales from services contracts.
8
On a geographic basis, domestic net sales increased slightly compared to
the same period of the prior year, while sales in Canada, Europe and Asia
increased as a result of new initiatives and increased focus in these areas.
Sales in Latin America continue to be depressed as a result of local and
regional economic conditions, which are much worse than those within the United
States. These conditions resulted in a significant decline in net sales in the
current year compared to the prior year.
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 April 30, 2003 increased $0.4 million,
or 2.0%, to $20.7 million from $20.3 million for the three months ended April
30, 2002. As a percentage of net sales, cost of sales decreased to 81.0% from
81.3% for the comparable period of the prior year. Cost of sales for the three
months ended April 30, 2003 increased compared to the prior year principally due
to the increase in net sales. The decrease in the percentage of cost of sales
compared to net sales was due to a shift in mix toward more supply chain
management services contracts, which have a higher margin.
Gross Profit
Gross profit for the three months ended April 30, 2003 increased $0.2 million,
or 4.3%, to $4.9 million from $4.7 million for the three months ended April 30,
2002. Gross profit as a percentage of net sales increased to 19.0% for the three
months ended April 30, 2003, from 18.7% for the three months ended April 30,
2002. Gross profit for the three months ended April 30, 2003 increased compared
to the prior year principally due to increased sales relating to services
contracts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended April
30, 2003 increased $0.3 million, or 6.3%, to $4.3 million from $4.0 million for
the three months ended April 30, 2002. The increase is due to increases in
indirect costs related to new services contracts, and increases in insurance
costs and other new business related costs.
Corporate Expenses
Corporate expenses for the three months ended April 30, 2003 decreased $0.1
million, or 11.6%, to $0.5 million, from $0.6 million incurred during the three
months ended April 30, 2002. The decrease was due to management's focus on
controlling costs, and the timing of certain expenses compared to the prior
year, offset by increases in insurance costs.
Net Interest Income and Other
Net interest income and other for the three months ended April 30, 2003
increased from the three months ended April 30, 2002, due to better rates of
return received on the Company's investments, and foreign exchange income on
cash transfers, due to more favorable exchange rates on the Canadian dollar than
in the prior year.
9
Provision for Income Taxes
The effective income tax rate for the three months ended April 30, 2003 was 39%.
Management will evaluate the Company's income tax position as the year
progresses and expects to adjust the rate as necessary. The effective income tax
rate for the three months ended April 30, 2002 was 39%.
Income before Cumulative Effect of Accounting Change
For the three months ended April 30, 2003 the Company earned $120, or $0.02
per share, compared to income of $78, or $0.01 per share, for the three months
ended April 30, 2002. The increase in income principally was due to a
combination of an increase in gross profit resulting from sales from services
contracts, significantly lower corporate expenses compared to the prior
year, and higher net interest income and other, offset partially by increased
selling, general and administrative costs to service the services contracts.
Net Income (Loss) and Net Income (Loss) per Share
The Company earned $0.1 million, or $0.02 per share for the three months ended
April 30, 2003, compared to a net loss of $2.7 million, or $0.37 per share for
the three months ended April 30, 2002. The increase in net income was due to the
reasons described in the preceding sections. The net loss in the prior year was
due to the cumulative effect of a change in accounting.
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 three months ended April 30, 2003 the Company generated $1.2
million of cash from operating activities, compared to $1.9 million for the
three months ended April 30, 2002. The decrease in cash generated in the current
year compared to the comparable period of the prior year was due to less
collections on receivables, due to lower receivable balances in the current year
compared to the prior year, and less cash generated from inventory reductions
during the current year compared to the prior year, as inventory levels
previously were reduced to more optimal levels. The Company continues to focus
on managing its overall working capital. Cash used in investing activities was
$0.1 million and $0.5 million during the three months ended April 30, 2003 and
2002, respectively. The Company expects that its aggregate capital expenditure
requirements for the year ending January 31, 2004 will range from approximately
$0.7 million to $1.0 million. Net cash used in financing activities during the
three months ended April 30, 2003 was $-0- million, compared to cash used of
$0.4 million for the three months ended April 30, 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 April 30, 2003, at an interest rate of
approximately 2.8%. Approximately $2.4 million was available under the
Facility at April 30, 2003. The Facility expires July 1, 2004; therefore,
borrowings under the Facility are classified as long term.
10
On January 6, 2003, the Company announced that its Board of Directors, in light
of the Company's cash position, had approved a special cash dividend of $1.00
per share. The dividend was paid on January 30, 2003. The total paid to the
stockholders was $7.3 million. The Company previously had 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.
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.
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. They 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, and management necessarily is
required to apply judgment in evaluating disclosure controls and
procedures.
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.
11
(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.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- -------------------------
On June 28, 2000, a lawsuit was filed against API by SMR Technologies, Inc. and
BE Aerospace, Inc. in the U.S. District Court for the Western District of
Tennessee, Western Division at Memphis, alleging breach of a distribution
agreement, and seeking damages of approximately $1.1 million. API filed an
answer with a counterclaim for approximately $500,000. After partial discovery
and various procedural matters, the plaintiffs filed an amended complaint in
April 2003 alleging damages of $13.1 million, and API filed an answer later that
month. The Company believes that the plaintiffs' allegations lack merit, and API
intends to defend the action vigorously.
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 OEMs 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
- -----------------------------------------------------------
The Company's Annual Meeting of Stockholders was held on June 10, 2003, in
Memphis, Tennessee, for the purpose of (i) electing two Class I Directors for a
term to expire at the Annual Meeting of Stockholders in the year 2006, (ii)
ratifying the appointment of Ernst & Young LLP, as independent auditors for the
year ending January 31, 2004 and (iii) to approve an amendment to the First
Aviation Services Inc. Stock Incentive Plan. Proxies were solicited from holders
of 7,251,370 outstanding shares of Common Stock as of the close of business on
May 9, 2003, as described in the Company's Proxy Statement dated May 15, 2003.
Stanley J. Hill and Aaron P. Hollander, both of management's nominees for
directors, were elected, the appointment of Ernst & Young LLP was ratified, and
the proposed amendment to the First Aviation Services Inc. Stock Incentive Plan
was approved by the following votes:
(1) To elect two directors for a three-year term to expire at the Annual
Meeting of Shareholders in the year 2006.
Votes Votes Broker
Name FOR WITHHELD Non-votes
---- --- -------- ---------
Stanley J. Hill 4,965,927 78,150 -0-
Aaron P. Hollander 4,965,927 78,150 -0-
Nelson Obus 2,160,944 -0- -0-
Michael C. Culver, Robert L. Kirk, and Joseph J. Lhota continue to serve
as directors of the Company after the Annual Meeting of Stockholders.
(2) To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending January 31, 2004.
Votes Votes Votes Broker
FOR AGAINST ABSTAINED Non-votes
--- ------- --------- ---------
7,201,421 3,100 500 -0-
12
(3) To approve the proposed amendment to the First Aviation Services Inc.
Stock Incentive Plan.
Votes Votes Votes Broker
FOR AGAINST ABSTAINED Non-votes
--- ------- --------- ---------
4,848,447 138,230 2,218,344 -0-
Item 5. Other Information
- -------------------------
NONE
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits.
99.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
99.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
(b) Reports on Form 8-K.
Current report on Form 8-K, dated June 3, 2003, announcing, under Item 9,
the Company's first quarter results for the period ended April 30, 2003.
Current report on Form 8-K, dated May 1, 2003, announcing, under Item 9, the
Company's fourth quarter and full year results for the period ended January
31, 2003.
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: June 16, 2003 __/s/_Michael_C._Culver_____________________
Michael C. Culver,
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: June 16, 2003 __/s/_Michael_D._Davidson___________________
Michael D. Davidson,
Chief Financial Officer (Principal Financial
and Accounting Officer)
13
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
__/s/_Michael_C._Culver_____________________
Name: Michael C. Culver
Title: Chief Executive Officer
14
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
__/s/_Michael_D._Davidson___________________
Name: Michael D. Davidson
Title: Chief Financial Officer
15
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 April 30, 2003
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
June 16, 2003
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
- --------------------------------------------------------------------------------
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 April 30, 2003
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
June 16, 2003
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.