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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, 2004
----------------
OR
_________ 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
---------------
(Issuer's telephone number)
N/A
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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
defined in Rule 12b-2 of the Act). Yes___ No_X_
The number of shares outstanding of the registrant's common stock as of December
1, 2004 is 7,310,789 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................7-11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................12-17
Item 3. Quantitative and Qualitative Disclosures about Market Risks...........18
Item 4. Controls and Procedures...............................................18
Part II - Other Information
---------------------------
Item 1. Legal Proceedings.....................................................19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...........19
Item 3. Defaults Upon Senior Securities.......................................19
Item 4. Submission of Matters to a Vote of Security Holders...................19
Item 5. Other Information ....................................................19
Item 6. Exhibits..............................................................20
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,
2004 2004
----------- -----------
(unaudited) *
Assets
Current assets:
Cash and cash equivalents $ 25,036 $ 25,144
Trade receivables, net of allowance for doubtful
accounts of $824 and $1,418, respectively 17,056 13,499
Inventory, net of allowance for slow moving and
obsolete inventory of $1,587 and $1,013,
respectively 21,399 22,344
Prepaid expenses and other 627 1,032
----------- -----------
Total current assets 64,118 62,019
Plant and equipment, net 2,870 2,963
----------- -----------
Total Assets $ 66,988 $ 64,982
=========== ===========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 12,439 $ 9,561
Accrued compensation and related expenses 1,014 1,116
Other accrued liabilities 1,608 1,260
Income taxes payable 922 939
----------- -----------
Total current liabilities 15,983 12,876
Revolving line of credit 14,500 14,500
Minority interest in subsidiary 1,041 1,041
----------- -----------
Total liabilities 31,524 28,417
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares
authorized, 9,135,699 shares issued 91 91
Additional paid-in capital 38,336 38,375
Retained earnings 6,180 7,554
Accumulated other comprehensive income 393 238
----------- -----------
45,000 46,258
Less: Treasury stock, at cost, 1,824,910 and
1,851,606 shares, respectively (9,536) (9,693)
----------- -----------
Total stockholders' equity 35,464 36,565
----------- -----------
Total liabilities and stockholders' equity $ 66,988 $ 64,982
=========== ===========
See accompanying notes.
* Balances were derived from the audited balance sheet as of January 31, 2004.
3
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Three months ended
October 31,
2004 2003
------------ ------------
Net sales $ 32,050 $ 27,756
Cost of sales 26,698 22,650
------------ ------------
Gross profit 5,352 5,106
Selling, general and administrative expenses 4,945 4,532
Corporate expenses 602 668
------------ ------------
Loss from operations (195) (94)
Net interest income and other 148 57
Minority interest in subsidiary (10) (10)
------------ ------------
Loss before income taxes (57) (47)
Benefit (provision) for income taxes (73) 64
------------ ------------
Net income (loss) $ (130) $ 17
============ ============
Basic net loss per share, and net loss
per share - assuming dilution:
Basic net loss per share, and net loss
per share - assuming dilution $ (0.02) $ -
============ ============
Weighted average shares outstanding - basic 7,304,914 7,273,961
============ ============
Weighted average shares outstanding - assuming
dilution N/A 7,286,529
============ ============
See accompanying notes.
4
First Aviation Services Inc.
Consolidated Condensed Statements of Operations (Unaudited)
(in thousands, except share amounts)
Nine months ended
October 31,
2004 2003
------------ ------------
Net sales $ 93,337 $ 78,639
Cost of sales 77,604 63,852
------------ ------------
Gross profit 15,733 14,787
Selling, general and administrative expenses 14,694 13,119
Corporate expenses 2,377 1,907
------------ ------------
Loss from operations (1,338) (239)
Net interest income and other 102 146
Minority interest in subsidiary (31) (31)
------------ ------------
Loss before income taxes (1,267) (124)
Benefit (provision) for income taxes (107) 42
------------ ------------
Net loss $ (1,374) $ (82)
============ ============
Basic net loss per share, and net loss
per share - assuming dilution:
Basic net loss per share, and net loss
per share - assuming dilution $ (0.19) $ (0.01)
============ ============
Weighted average shares outstanding - basic 7,297,732 7,262,272
============ ============
Weighted average shares outstanding - assuming
dilution N/A N/A
============ ============
See accompanying notes.
5
First Aviation Services Inc.
Consolidated Condensed Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended
October 31,
2004 2003
------------ ------------
Cash flows from operating activities
Net loss $ (1,374) $ (82)
Adjustments to reconcile net loss to net
cash from operating activities - non-cash charges:
Depreciation and amortization 676 854
Compensation paid through issuance of stock 117 92
(Increase) decrease in current assets:
Trade receivables (3,451) (817)
Inventory 1,054 827
Prepaid and other 425 470
Increase (decrease) in current liabilities:
Accounts payable 2,876 542
Accrued compensation and related expenses, and
other accrued liabilities 69 533
Income taxes payable (27) 146
------------ ------------
Net cash provided by (used in) operating activities 365 2,565
Cash flows from investing activities
Purchases of plant and equipment (579) (352)
Proceeds from disposals of plant and equipment 3 -
------------ ------------
Net cash used in investing activities (576) (352)
Cash flows from financing activities
Borrowings on revolving line of credit 41,650 43,500
Repayments on revolving line of credit (41,650) (43,500)
Principal payments on capital lease obligations and
other - 3
------------ ------------
Net cash used in financing activities - 3
------------ ------------
Net increase (decrease) in cash and cash equivalents (211) 2,216
Effect of exchange rates on cash 103 407
Cash and cash equivalents at beginning of period 25,144 26,013
------------ ------------
Cash and cash equivalents at end of period $ 25,036 $ 28,636
============ ============
Supplemental cash flow disclosures:
Interest paid $ 30 $ 29
Net Income taxes paid (refund received) $ 65 $ (92)
See accompanying notes.
6
First Aviation Services Inc.
Notes to Consolidated Condensed Financial Statements (Unaudited)
(in thousands, except share amounts)
October 31, 2004
1. Basis of Presentation
First Aviation Services Inc. ("First Aviation"), together with its wholly owned
subsidiaries Aircraft Products International, Ltd. ("API Ltd.") and API Asia
Pacific Inc. ("API Asia Pacific"), and its majority-owned subsidiary, Aerospace
Products International, Inc. ("API"), (collectively, the "Company"), is one of
the premier suppliers of services to the aviation industry worldwide. The
services the Company provides the aviation industry include the sale of aircraft
parts and components, the provision of supply chain management services,
overhaul and repair services for brakes and starter/generators, and the assembly
of custom hoses. The Company's principal executive offices are located at 15
Riverside Avenue, Westport, Connecticut 06880. 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 U.S. 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 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, 2004 are not necessarily
indicative of the results that may be expected for the full fiscal year ending
January 31, 2005. 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, 2004.
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 Nine months ended
October 31, October 31,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Denominator:
Denominator for basic net income (loss)
per share - weighted average shares 7,304,914 7,273,961 7,297,732 7,262,272
Effect of dilutive employee stock options N/A 12,568 N/A N/A
----------- ----------- ----------- -----------
Denominator for net income (loss) per
share - assuming dilution, adjusted
weighted average shares and assumed
dilutions N/A 7,286,529 N/A N/A
=========== =========== =========== ===========
7
3. Stock Options Issued to Employees
In lieu of cash, the Company's directors elect to receive their compensation in
the form of the Company's stock. The value of stock issued is equivalent to the
compensation expense, and the number of shares issued is based upon the fair
market value per share at the date issued. For the three months ended October
31, 2004 and October 31, 2003, the Company issued 6,457 and 9,325 shares
respectively, to directors in lieu of board fees. For the nine months ended
October 31, 2004 and October 31, 2003, the Company issued 25,452 and 25,132
shares respectively, to directors in lieu of board fees.
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 and
nine months ending October 31, 2004 and 2003 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. 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 nine months ended October 31, 2004 and 2003:
2004 2003
------------- ------------
Expected dividend yield 0.0% 0.0%
Risk-free interest rate 3.6% 2.0%
Expected volatility 32.3% 37.8%
Expected life of option 5.0 years 5.0 years
Weighted-average fair value of
options granted $ 1.55 $ 0.99
8
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 if the estimated fair value of options granted had been
recorded as an expense was:
Three months ended Nine months ended
October 31, October 31,
2004 2003 2004 2003
-------- -------- --------- --------
Net income (loss) as reported $ (130) $ 17 $ (1,374) $ (82)
Pro forma net compensation expense for issuance
of stock options 13 32 44 93
-------- -------- --------- --------
Pro forma net income (loss) $ (143) (15) $ (1,418) (175)
======== ======== ========= ========
Basic net income (loss) per share, and net income
(loss) per share - assuming dilution as
reported $ (0.02) $ - $ (0.19) $ (0.01)
Pro forma basic net income (loss) per share, and
net income (loss) per share - assuming dilution
$ (0.02) $ - $ (0.19) $ (0.02)
======== ======== ========= ========
4. 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 in comprehensive income during the three and nine months
ended October 31, 2004 was due to a decrease in the value of the U.S. dollar
relative to the Canadian dollar. Comprehensive income (loss) for the periods
shown was as follows:
Three months ended Nine months ended
October 31, October 31,
2004 2003 2004 2003
-------- -------- --------- --------
Net income (loss) as reported $ (130) $ 17 $ (1,374) $ (82)
Net impact of foreign currency translation
adjustments - gain (loss) 122 185 155 407
-------- -------- --------- --------
Net comprehensive income (loss) $ (8) $ 202 $ (1,219) $ 325
======== ======== ========= ========
5. Income Taxes
The Company recorded a provision for income taxes related to foreign income tax
expense estimates for operations in Canada and the Philippines. The Company does
not record a tax benefit for U.S. tax purposes on any operating losses incurred
due to the deferred tax valuation allowance recorded as it is more likely than
not that some portion or all of the deferred tax asset will not be realized. If
the Company did not record the deferred tax valuation allowance, the effective
income tax rate for the three and nine months ended October 31, 2004 and 2003
would be 39%.
6. Extension of Revolving Line of Credit
Effective July 31, 2004, API extended the maturity of its $20 million Commercial
Revolving Loan and Security Agreement to July 1, 2006, from July 1, 2005. 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.
9
7. Related Parties
The Company and First Equity Development Inc. ("First Equity"), the wholly-owned
subsidiary of First Equity Group, Inc., the majority stockholder of the Company,
have an advisory agreement on a month-to-month basis effective February 1, 2004.
First Equity Group, Inc. is beneficially owned by Mr. Aaron P. Hollander and Mr.
Michael C. Culver, respectively chairman of the board and chief executive
officer of the Company. Pursuant to the terms of this agreement, First Equity
provides the Company with investment and financial advisory services relating to
potential acquisitions and other financial transactions. The agreement can be
terminated by either party upon 30 days written notice to the other party.
During each of the three and nine month periods ended October 31, 2004 and 2003,
the Company paid First Equity retainer fees of $90 and $270, respectively and no
Success Fee. Subsequent to the end of the quarter, on November 8, 2004, First
Equity notified the Company of their intention to allow the advisory agreement
to expire at the end of the current fiscal year ending January 31, 2005.
The Company and First Equity have entered into an arrangement whereby First
Equity provides the Company with various additional services to assist the
Company. These services are not part of the advisory agreement, described above,
but derive from the work First Equity performs under the agreement. Therefore,
First Equity does not currently charge the Company additional fees in connection
with the provision of such services under the advisory agreement scheduled to
terminate on January 31, 2005. These services include (i) detailed financial
modeling for new business proposals, (ii) Board of Directors presentation
analysis, (iii) investor relations marketing and presentations, (iv) various
analysis for API, including benchmarking, financial analysis, and competitive
market analyses, and (v) other financial analyses for the Company, including
stock buy-back, valuations, and capital structure analyses. The Company's CEO
and CFO have unlimited access to these resources when requested. These services
will also terminate with the expiration of the advisory agreement on January 31,
2005, as described above.
The Company subleases from First Equity approximately 3,000 square feet of
office space in Westport, Connecticut. The leased space is utilized by the
Company as its corporate headquarters. First Equity also utilizes space in the
same premises. The sublease, which became effective April 21, 1997, is for a
period of ten years, and is cancelable by either party with six months notice.
The Company has the option to renew the sublease for two additional five-year
periods. Lease payments under this sublease totaled approximately $22 and $20,
for the three months ended October 31, 2004, and 2003, respectively, while
payments for the nine months ended October 31, 2004 and 2003 were $62 and $60,
respectively.
The Company and First Equity share certain common expenses that arise from
sharing office space in Westport, CT. The amounts are included in the Company's
corporate expenses, and include expenses such as telephone, computer consulting,
office cleaning, office supplies and utilities. The expenses are allocated based
on base salaries of the Company's and First Equity's personnel working in the
shared space. The allocations are reviewed by the Company's CFO and the
Controller of First Equity each month. In addition, a member of the Company's
audit committee reviews the allocation of expenses quarterly. Management
believes this method allocation is reasonable. In addition, the amounts
reimbursed by the Company are the actual costs incurred for the expense. The
Company reimbursed First Equity, $13 and $15, for the three months ended October
31, 2004, and 2003, respectively, and $39 and $46, for the nine months ended
October 31, 2004 and 2003, respectively.
10
8. Interest income (expense), foreign exchange and other, net
The components relate to interest income on investments, interest expense on
external debt, realized and unrealized foreign exchange gain (loss) on Canadian
dollar transactions by the Canadian operations, and other charges.
Three months ended Nine months ended
October 31, October 31,
2004 2003 2004 2003
------ ------ ------ ------
Interest income $ 18 $ 44 $ 40 $ 134
Interest expense (3) (21) (32) (37)
Foreign exchange gain (loss) 133 68 94 89
Other - (34) - (40)
------ ------ ------ ------
$ 148 $ 57 $ 102 $ 146
------ ------ ------ ------
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------
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, 2004. 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 which the forward-looking
statement is based.
General
First Aviation Services Inc. ("First Aviation"), together with its wholly owned
subsidiaries, Aircraft Parts International, Ltd. ("API Ltd."), and API Asia
Pacific Inc. ("API Asia Pacific"), and its majority-owned subsidiary, Aerospace
Products International, Inc. ("API"), (collectively, the "Company"), is one of
the premier suppliers of services to the aviation industry worldwide. The
services the Company provides the aviation industry include the sale of aircraft
parts and components, the provision of supply chain management services,
overhaul and repair services for brakes and starter/generators, and the assembly
of custom hoses.
The Company's principal executive offices are located at 15 Riverside Avenue in
Westport, Connecticut 06880. Certain filings that First Aviation makes with the
U.S. Securities and Exchange Commission are available on First Aviation's
corporate website at www.favs.com. These public filings also can be obtained by
calling our investor relations department, or by e-mail at
[email protected].
Critical Accounting Policies
There have been no significant changes in those accounting policies, other than
mentioned below, 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, 2004.
During the three months ended July 31, 2004, as a result of normal review
procedures, the Company adjusted the methodology for estimating the Allowance
for Slow Moving and Obsolete Inventory that makes the estimate more objective,
and efficient to calculate, by applying percentages based on historical
experiences of inventory in various age classifications, and eliminating the
practice of making adjustments based on historical and projected sales, or other
inventory movements due to new product lines and product return allowances. See
"Cost of Sales" below.
12
Results of Operations
Net Sales
The Company's net sales consist of sales of services to the aviation industry,
including parts and components supply services, 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. Alternatively, the Company, when providing services to handle customer's
inventory without taking ownership, can take a fee based on the cost of
providing services, and not on the sales value of the product.
Net sales for the three months ended October 31, 2004 increased $4.3 million, or
15.5%, to $32.1 million from $27.8 million for the three months ended October
31, 2003. During the three months ended October 31, 2004, net sales increased in
the majority of the customer sectors the Company serves, compared to the
comparable period of the prior year, with the exception of general aviation,
which was impacted by the severe weather in the Southeast region of the United
States, during the three months of August, September, and October, along with a
general rise in fuel prices. Airline, independent airline maintenance, repair
and overhaul facilities, and retail sales were largely responsible for the
increase in sales in the quarter. The increases are attributable to a recovery
in global air traffic, as well as an improving overall economy, leading to
increases in maintenance and repairs, and the corresponding parts and services
the Company provides. Sales to airlines, while rebounding from previously low
levels, are still affected by difficult industry conditions, including continued
additional security measures, requiring the Company to cautiously maintain
restrictive credit policies.
Net sales for the nine months ended October 31, 2004 increased $14.7 million, or
18.7%, to $93.3 million from $78.6 million for the nine months ended October 31,
2003. The reason for the increase in net sales for the nine months ended October
31, 2004, compared to the comparable period of the prior year, was due to
increases in each of the customer sectors the Company provides parts and
services.
Sales to Original Equipment Manufacturers (OEM's) for the three and nine month
periods ended October 31, 2004 increased over the three and nine month periods
ended October 31, 2003, as the Company continues to add to its existing customer
sales.
Sales increased, on both a three and nine months basis, in all the geographic
regions the Company serves. Sales in Canada for the three and nine months ended
October 31, 2004, improved primarily in the general aviation customer sector,
over the three and nine month period ended October 31, 2003. Sales in Asia
improved for the three and nine months ended October 31, 2004 over the similar
periods ended October 31, 2003. Increases in general aviation, and airlines
sales, resulted primarily due to improving market conditions, and more airline
activity in the Asia region, than existed in the prior year period. Sales in
Europe for the three month period ended October 31, 2004 improved in the airline
customer sector, compared to the three month period ended October 31, 2003.
Sales in Europe for the nine month period ended October 31, 2004 increased in
customer sectors for general aviation and large corporate maintenance, repair
and overhaul, over the prior year period. The Company's sales in the Latin
America region also increased in the airline customer sector for both the three
and nine month periods ended October 31, 2004 over the same periods ended
October 31, 2003. The Company continues to be cautious with respect to providing
credit to customers in the Latin American region, and this has a negative impact
on sales.
Freight revenue is a component of net sales and represents freight billed to
customers. Freight revenue for the three and nine months ended October 31, 2004
decreased 20.0%, to $510,000 from $637,000 for the prior year three month period
ended October 31, 2003, and decreased 11.9%, to $1.6 million from $1.8 million
for the comparable prior year nine month period. This decrease was primarily due
to increases in customer incentives resulting from promotional activities and
industry competition.
13
Cost of Sales
Cost of sales consists of costs of inventory sold, direct costs to overhaul and
repair parts and components, and direct costs of providing services. Freight
costs for parts and components sold are also included in cost of sales.
Cost of sales for the three months ended October 31, 2004 increased $4.0
million, or 17.9%, to $26.7 million from $22.7 million for the three months
ended October 31, 2003. Cost of sales for the nine months ended October 31, 2004
increased $13.8 million, or 21.5%, to $77.6 million from $63.9 million in the
prior year period ended October 31, 2003. Included in the nine month results,
was the addition in the quarter ended July 31, 2004, of $300,000 to inventory
reserves, increasing cost of sales for the year as discussed in "Critical
Accounting Policies" above. Apart from the above, cost of sales for the three
and nine months ended October 31, 2004 increased compared to the prior year
principally due to the increase in net sales, and an increase in freight expense
for products delivered to customers.
As a percentage of net sales, cost of sales increased for the periods ended
October 31, 2004, to 83.3% from 81.6%, and 83.1% from 81.2%, for the three and
nine months, respectively, over the three and nine month periods ended October
31, 2003. The increase in the percentage of cost of sales compared to net sales
for the three and nine months ended October 31, 2004 compared to the three and
nine months ended October 31, 2003, was due to the reasons described above, and
higher growth in sales of products and components supply services versus supply
chain management services contracts, the latter representing a larger share of
the revenue mix in the prior year period versus the current year period.
Gross Profit
Gross profit for the three months ended October 31, 2004 of $5.4 million
increased 4.8% when compared to gross profit for the three months ended October
31, 2003. Gross profit as a percentage of net sales decreased to 16.7% for the
three months ended October 31, 2004, from 18.4% for the three months ended
October 31, 2003. The increase in the mix in sales of parts and components
supply services, which have a lower gross profit margin relative to supply chain
management services, was a factor in the reduction of the gross profit margin in
the quarter ended October 31, 2004 versus 2003. Net freight expense, as
described below, also contributed to the reduction in gross profit for the three
months ended October 31, 2004 compared to the same prior year period.
Gross profit for the nine months ended October 31, 2004 of $15.7 million
increased $946,000, or 6.4% compared to gross profit for the nine months ended
October 31, 2003. Gross profit as a percentage of net sales decreased to 16.9%
for the nine months ended October 31, 2004, from 18.8% for the nine months ended
October 31, 2003. Gross profit margin for the nine months ended October 31, 2004
decreased compared to the comparable period of the prior year principally due to
the accrual for an increase in the inventory reserves, as mentioned above in
cost of sales, as well as an increase in the mix in sales of parts and
components supply services which have a lower gross profit margin relative to
supply chain management services. Net freight expense, as described below,
contributed to the reduction in gross profit for the nine months ended October
31, 2004 compared to the nine months ended October 31, 2003.
Gross profit is also impacted by net freight expense, which represents freight
expense recorded in cost of sales, less freight billed to customers in net
sales. Net freight expense decreased gross profit by 5.9% and 5.3%, respectively
for the three and nine months ended October 31, 2004, compared to decreases of
3.4% and 3.1% respectively in the comparable 2003 periods. These decreases were
due primarily to increased customer incentives from promotional activities
offering customers reduced or zero freight on shipments.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended October
31, 2004 increased $0.4 million, or 9.1% to $4.9 million from $4.5 million for
the three months ended October 31, 2003. The increase for the three months ended
October 31, 2004, over the comparable prior year period, is due to increases in
salaries and payroll costs related to additional sales personnel and severance
payments, relocation expenses, higher sales commissions, sales related travel
expenses, and the expiration of property tax incentives. Selling, general and
administrative expenses for the nine months ended October 31, 2004 of $14.7
million represents an increase of $1.6 million, or 12.0% from $13.1 million in
the prior year period. The increases for the nine months ended October 31, 2004,
over the nine month period ended October 31, 2003, is due to increases in
salaries and payroll costs related to additional sales personnel and severance
payments, higher sales commissions, relocation expense for new personnel, legal
fees, sales related travel expenses, the expiration of property tax incentives,
and expenses incurred for the implementation of a new customer initiative
requiring additional temporary warehouse personnel. Offsetting these increases
were reductions to bad debt expense from a reduction in the reserves for
accounts receivable, less depreciation expense and lower personnel recruiting
expenses. The reduction in the accounts receivable reserves that resulted during
normal review procedures was due to a change in the Company's estimate for bad
debt resulting from changes in estimated collections based on improving customer
payment trends, and the overall improving economy.
14
Selling, General and Administrative expenses as a percentage of revenues were
15.4% and 15.7% for the three and nine months ended October 31, 2004 improving
from 16.3% and 16.7% for the three and nine months ended October 31, 2003.
Corporate Expenses
Corporate expenses for the three months ended October 31, 2004 decreased $66,000
or 9.9%, to $602,000, from the $668,000 incurred during the three months ended
October 31, 2003. The decrease in corporate expenses in the current year quarter
resulted from reductions in legal fees related to reporting and corporate
governance issues, and reductions in other expenses in the current year quarter
ended October 31, 2004 over the prior year quarter ended October 31, 2003,
offset by increases in expenses related to insurance, travel expense, and
payroll costs related to changes in management.
Corporate expenses for the nine months ended October 31, 2004 increased
$470,000, or 24.7%, to $2.4 million, from the $1.9 million incurred during the
nine months ended October 31, 2003. For the nine months ended October 31, 2004
versus the prior year, the Company incurred an additional $324,000 in legal
expenses related to updating our corporate governance policies under new SEC and
NASDAQ exchange rules, responding to a dissident shareholder's proposal,
activities in connection with a proxy contest, and for the 2004 annual meeting.
Other increases in the nine months ended October 31, 2004 versus the nine months
ended October 31, 2003 related to salary and payroll expenses, travel expenses,
insurance charges, and consulting services related to changes in management,
which were partially offset by lower expenses in other categories over the prior
year period.
Net Interest Income (Expense) and Other
During the three months ended October 31, 2004, interest income from investing
the Company's cash in short term investments, decreased by $26,000 to $18,000 in
the quarter ended October 31, 2004, due to less invested cash, and lower
interest rates due to a revised investment strategy to minimize market risk,
compared to the quarter ended October 31, 2003. Interest expense decreased by
$18,000 to $3,000 in the quarter ended October 31, 2004 compared to the prior
year quarter ended October 31, 2003, due to an adjustment in expense for the
prior year quarter. Other income increased in the three months ended October 31,
2004 as a result of gains on foreign currency transactions in the current
quarter totaling $133,000 versus gains of $68,000 in the comparable prior year
period. The foreign currency transaction gains were due primarily to a
strengthening Canadian dollar that is used as the functional currency of the
Canadian subsidiary.
During the nine months ended October 31, 2004, interest income from investing
the Company's cash in short term investments, decreased by $94,000 to $40,000 in
the current year over the comparable prior year period. The decrease in income
was due to lower cash balances to invest, and lower interest rates due to a
revised investment strategy minimizing market risk for the current year ended
October 31, 2004 over the nine-month period ended October 31, 2003. Other income
increased in the nine months ended October 31, 2004 versus the nine months ended
October 31, 2003, as gains on foreign currency transactions increased $5,000 to
$94,000 in the nine months ended October 31, 2004 versus the comparable 2003
period. Interest expense for the nine months ended October 31, 2004 decreased by
$5,000 in the current nine-month period versus the prior year period.
Provision for Income Taxes
The Company recorded a provision for income taxes related to foreign income tax
expense estimates for operations in Canada and the Philippines. The Company does
not record a tax benefit for U.S. tax purposes on any operating losses incurred
due to the deferred tax valuation allowance recorded as it is more likely than
not that some portion or all of the deferred tax asset will not be realized.
15
If the Company did not record the deferred tax valuation allowance, the
effective income tax rate for the three and nine months ended October 31, 2004
would be 39.0%. Management will evaluate the Company's income tax position as
the year progresses and adjust the rate as necessary.
Net Income (Loss) and Net Income (Loss) per Share
The Company had a net loss of $(130,000), or $(0.02) per share for the three
months ended October 31, 2004, compared to net income of $17 thousand for the
three months ended October 31, 2003, and a net loss of $(1.4) million, or
$(0.19) per share for the nine months ended October 31, 2004, compared to a net
loss of $(82,000), or $(0.01) per share for the comparable prior year period
ended October 31, 2003. The increase in net loss 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. 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, 2004 the Company generated $365,000 in
cash from operating activities, compared to $2.6 million cash provided by
operating activities for the nine months ended October 31, 2003. The cash
provided by operations in the nine months ended October 31, 2004 versus the
prior year nine month period was due to the net loss for the period, an increase
in receivables on the increase in sales, partially offset by increases in cash
due to inventory reductions during the current year, as inventory levels were
reduced to more optimal operating levels, and increases in accounts payable and
accrued expenses due to the increased sales activity in the current year. The
Company continues to focus on managing its overall working capital. Cash used in
investing activities was $0.6 million and $0.4 million during the nine months
ended October 31, 2004 and 2003, respectively, due primarily to purchases of
plant and equipment. The Company expects that its aggregate capital expenditure
requirements for plant and equipment, for the year ending January 31, 2005 will
range from approximately $0.9 million to $1.0 million. Management expects to
fund these requirements from cash on hand, cash flows from operations, and from
borrowings. Net cash used in financing activities during the nine months ended
October 31, 2004 was nil, comparable to the financing activity for the nine
months ended October 31, 2003. API has a $20 million revolving line of credit
through a Commercial Revolving Loan and Security Agreement (the "Facility").
Borrowings under this Facility bear interest equal to LIBOR 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. At October 31, 2004, borrowings
under the Facility totaled $14.5 million, at an interest rate of approximately
3.5%. This amount represented a draw on the Facility just prior to October 31,
2004, and shortly after the quarter end, the Company repaid all of the
borrowings that were outstanding at quarter-end. The Company regularly draws
down on the Facility just prior to quarter end, holds this cash, and then repays
the amount drawn shortly after the quarter end. The purpose of these draw downs
is to indicate that the Company has access to cash for potential acquisitions or
other investment opportunities that may arise. Approximately $3.0 million was
available under the Facility at October 31, 2004. The Facility was scheduled to
expire July 1, 2005, however, effective July 31, 2004, the Facility was extended
to July 1, 2006, on substantially the same terms and conditions, therefore,
borrowings under the Facility are classified as long term. Management believes
that the carrying amount of the Company's borrowings approximates fair market
value because the interest rate is variable and resets frequently.
16
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.
Contractual Obligations
As of October 31, 2004, there have been no material changes outside the ordinary
course of the Company's business in the Company's specified contractual
obligations disclosed in the Company's Annual Report on Form 10-K for the year
ended January 31, 2004.
On November 8, 2004, the Company received notice from First Equity Development,
Inc., that First Equity intended to allow the Engagement Agreement, dated as of
February 1, 2002, by and between the Company and First Equity, currently in
effect through a month-to-month extension as agreed upon by both parties, to
expire on January 31, 2005. First Equity is the wholly-owned subsidiary of First
Equity Group, Inc., the majority stockholder of the Company (which is itself
wholly-owned by Mr. Michael Culver, the Chief Executive Officer of the Company,
and Mr. Aaron Hollander, the Chairman of the Company).
The Engagement Agreement had an initial term of two years and was renewed on a
month-to-month basis effective February 1, 2004. Pursuant to the terms of the
Engagement Agreement, First Equity provides the Company with investment and
financial advisory services relating to potential acquisitions and other
financial transactions. The Company pays First Equity a $30,000 monthly
retainer, and reimburses First Equity for its out-of-pocket expenses. In
addition, upon the successful completion of certain transactions, the Company
will pay a Success Fee to First Equity.
First Equity informed the Company that its decision not to renew the Engagement
Agreement was based on its regular review of the direction with which First
Equity desires to take the advisory practice. Moreover, in order to facilitate
the transition, First Equity would be prepared to consult with any banking firm
the Company engages to replace First Equity or to train any professionals the
Company hires to assume the responsibilities that First Equity has handled. The
Company will evaluate its alternatives for how it will replace services
currently provided by First Equity. The Company filed a Form 8-K on November 12,
2004 regarding this matter.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements as defined in Item
303(a)4)(ii) of Regulation S-K.
17
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. The Company is exposed to market risk
from foreign exchange rates. Foreign currency transaction exposure principally
arises from the transfer of foreign currency to and/or from U.S. dollars from
one subsidiary to another within the Company, 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 or losses will increase in significance with the growth of
the Canadian operations. Unrealized currency translation gains and losses
resulting from the translation of foreign subsidiaries balance sheets to U.S.
dollars are not recorded as income or expense, but are recognized in the Balance
Sheet as other comprehensive income or loss as a component of Stockholder's
Equity. The Company does have risk principally relating to the translation of
accounts in which the Canadian dollar is the functional currency. Sensitivity
analysis of foreign currency exchange rate risk assumes an instantaneous 10%
change in the foreign currency exchange rates from their level at October 31,
2004, with all other variables held constant. A 10% strengthening of the
Canadian dollar versus the U.S. dollar would result in a decrease of
approximately $189,000 in the net liability position of financial instruments at
October 31, 2004. A 10% weakening of the Canadian dollar versus the U.S. dollar
would result in a increase of approximately $231,000 in the net liability
position of financial instruments at October 31, 2004. During the three months
ended October 31, 2004, the Company experienced a comprehensive gain of
$122,000, due to an increase in the value of the Canadian dollar relative to the
U.S. dollar. During the nine months ended October 31, 2004 the Company
experienced a comprehensive gain of $155,000, due to an increase in the value of
the Canadian dollar relative to the U.S. dollar. The Company did not experience
any significant changes in market risk during the nine months ended October 31,
2004.
Borrowings of the Company are denominated in U.S. dollars. Management believes
that the carrying amount of the Company's borrowings approximates fair value
because the interest rates are variable and reset frequently.
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, 2004. 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,
2004.
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, 2004, that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
18
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.
The Company previously disclosed a lawsuit, filed on June 28, 2000, by BE
Aerospace (formerly known as SMR Technologies, Inc.), as plaintiff, against API
in the U.S. District Court for the Western District of Tennessee, Western
Division at Memphis, alleging breach of a distribution agreement. This lawsuit
was dismissed in March 2004 for lack of subject matter jurisdiction. The
plaintiff filed for breach of contract on June 28, 2000 and was awarded partial
summary judgment in the amount of $77,000 plus interest, totaling approximately
$94,000. The plaintiff was then granted permission in April 2003 to amend its
pleadings for damages to sue for approximately $13.1 million. In March 2004, the
entire lawsuit was dismissed, and API subsequently filed a motion to recover its
costs. On June 2, 2004, the plaintiff re-filed its lawsuit in the Circuit Court
of Tennessee for Shelby County, Tennessee, against API, claiming unspecified
damages for breach of a distribution agreement, and $77,295 for parts delivered
to API, plus interest.
In July 2004, the Company agreed to settle the lawsuit with BE Aerospace for
$150,000, including the $77,295 for parts delivered to API that were not paid
for by API during the dispute, plus interest.
On October 28, 2004 an Order of Dismissal was entered by the Circuit Court of
Tennessee for Shelby County, Tennessee, ordering the case dismissed with
prejudice.
Item 2. Unregistered Sales of Equity 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
19
Item 6. 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).
20
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, 2004 /s/ Michael C. Culver
--------------------------------------
Michael C. Culver,
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: December 15, 2004 /s/ Robert G. Costantini
--------------------------------------
Robert G. Costantini,
Chief Financial Officer (Principal
Financial and Accounting Officer)
21
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).
22