UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
-OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-27100
FIELDS AIRCRAFT SPARES, INC.
(Exact name of registrant as specified in its charter)
UTAH 95-4218263
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2251-A Ward Avenue, Simi Valley, California 93005
(Address of principal executive offices (Zip Code)
(805) 583-0080
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 14 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Stock Amount Outstanding
$.05 par value Common Shares 984,352 Common Shares
at March 31, 1996
<PAGE> 2
FIELDS AIRCRAFT SPARES, INC.
TABLE OF CONTENTS
Page No.
Part I - Financial Information
Item 1. Consolidated Financial Statements
Balance Sheet 3
Statement of Operations 5
Statements of Cash Flows 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
Part II. - Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults upon Senior Securities 17
Item 4. Submission of Matters to a Vote
of Security Holders 17
Item 5. Other information 17
Item 6. Exhibits and Reports on Form 8-K 17
<PAGE> 3
FIELDS AIRCRAFT SPARES, INC.
FORMERLY KNOWN AS FIELDS INDUSTRIAL GROUP, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
Proforma
Historical 1996 Historical
1996 (Note 2) 1995
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 88,000 $ 88,000 $ 111,000
Accounts receivable,
less allowance for
doubtful accounts
of $50,000 1,794,000 1,794,000 1,281,000
Inventory 7,823,000 7,823,000 7,652,000
Prepaid expenses 144,000 144,000 146,000
Total current assets $ 9,849,000 $ 9,849,000 $ 9,190,000
LAND, BUILDING AND EQUIPMENT:
Land $ 210,000 $ 210,000 $ 210,000
Building and building
improvements 1,133,000 1,133,000 1,132,000
Furniture and equipment 538,000 538,000 536,000
Totals $ 1,881,000 $ 1,881,000 $ 1,878,000
Less accumulated
depreciation and
amortization 666,000 666,000 635,000
Land, building and
equipment, net $ 1,215,000 $ 1,215,000 $ 1,243,000
OTHER ASSETS:
Debt issuance costs,
net of accumulated
amortization $ 372,000 $ 372,000 $ 420,000
Other assets 119,000 119,000 81,000
Total other assets $ 491,000 $ 491,000 $ 501,000
Total assets $11,555,000 $11,555,000 $10,934,000
</TABLE>
<PAGE> 4
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
Proforma
Historical 1996 Historical
1996 (Note 2) 1995
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 659,000 $ 659,000 $ 488,000
Other accrued liabilities 210,000 210,000 139,000
Income taxes payable 1,000 1,000 1,000
Current portion of
notes payable 7,972,000 7,972,000 7,905,000
Total current liabilities $ 8,842,000 $ 8,842,000 $ 8,533,000
MINORITY INTEREST $ 2,050,000 $ - $ 2,050,000
SHAREHOLDERS' EQUITY
Common stock $ 297,000 $ 313,000 $ 297,000
Additional paid-in capital 1,376,000 3,410,000 1,376,000
Retained deficit (1,010,000) (1,010,000) (1,322,000)
Total shareholders' equity $ 663,000 $ 2,713,000 $ 351,000
Total liabilities and
shareholders' equity $ 11,555,000 $ 11,555,000 $ 10,934,000
</TABLE>
<PAGE> 5
FIELDS AIRCRAFT SPARES, INC.
FORMERLY KNOWN AS FIELDS INDUSTRIAL GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
SALES $ 1,360,000 $ 818,000
COST OF SALES 615,000 273,000
GROSS PROFIT $ 745,000 $ 545,000
OPERATING EXPENSES:
General and administrative $ 777,000 $ 461,000
Interest, net 306,000 238,000
Total operating expenses $ 1,083,000 $ 699,000
LOSS FROM OPERATIONS $ (338,000) $ (154,000)
OTHER INCOME:
Casualty gain $ 653,000 $ -
Gain on exchange of debt - 4,759,000
Gain on sale of subsidiary - 183,000
Total other income $ 653,000 $ 4,942,000
INCOME BEFORE PROVISION
FOR INCOME TAXES $ 315,000 $ 4,788,000
PROVISION FOR INCOME TAXES 3,000 3,000
NET INCOME $ 312,000 $ 4,785,000
NET INCOME PER SHARE $ 0.24 $ 3.72
</TABLE>
<PAGE> 6
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 312,000 $ 4,785,000
Adjustments to reconcile net
income to netcash used in
operating activities:
Depreciation and amortization 31,000 19,000
Amortization of debt issuance costs 48,000 22,000
Gain on exchange of debt (4,759,000)
Gain on sale of subsidiary (183,000)
Increase in accounts receivable (513,000) (65,000)
(Increase) decrease in inventory (171,000) 94,000
Decrease (increase) in prepaid expenses 2,000 (17,000)
Increase in other assets (38,000)
Increase (decrease) in accounts payable 171,000 (342,000)
Increase (decrease) in other
accrued liabilities 71,000 (236,000)
Net cash used in operating activities $ (87,000) $ (682,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land, building
and equipment $ (3,000) $ (31,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit $ 75,000 $
Principal payments on notes payable (8,000) (8,000)
Proceeds from issuance of
notes payable 1,153,000
Costs associated with issuance
of notes payable (424,000)
Proceeds from issuance of common stock 250,000
Net cash provided by financing
activities $ 67,000 $ 971,000
NET (DECREASE) INCREASE IN CASH $ (23,000) $ 258,000
CASH, December 31, 1995 and 1994 111,000 11,000
CASH, March 31, 1996 and 1995 $ 88,000 $ 269,000
</TABLE>
<PAGE> 7
UNAUDITED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
COMMON STOCK
Number of Additional Total
Shares Paid-in Retained Shareholders'
Outstanding Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
BALANCE,
December 31,
1995 984,352 $ 297,000 $ 1,376,000 $(1,322,000) $ 351,000
Net income - - - 312,000 312,000
BALANCE,
March 31,
1996 984,352 $ 297,000 $ 1,376,000 $(1,010,000) $ 663,000
BALANCE,
December 31,
1994 944,352 $ 47,000 $ 1,376,000 $(5,869,000) $(4,446,000)
Issuance of
Common Stock 40,000 250,000 - - 250,000
Net Income - - - 4,785,000 4,785,000
BALANCE,
March 31,
1995 984,352 $ 297,000 $ 1,376,000 $(1,084,000) $ 589,000
</TABLE>
<PAGE> 8
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for the fair presentation of the
financial statements have been included.
a. Principles of consolidation and company background
The consolidated Group financial statements include the accounts of
Fields Aircraft Spares, Inc., a Utah corporation, formerly known as Fields
Industrial Group, Inc., hereafter referred to as FASI, and its majority-
owned subsidiary Fields Aircraft Spares Incorporated, a California corpor-
ation,(FASC) and its wholly-owned subsidiary Fields Aero Management, Inc.
All significant intercompany accounts and activity have been eliminated.
In 1995, Fields Industrial Group, Inc. changed its name to Fields Aircraft
Spares, Inc.
The Group distributes new aircraft parts and equipment for use on
international and domestic commercial and military aircraft and purchases
and sells parts on a brokerage basis.
b. Concentration of credit risk
Substantially all of the Group's trade accounts receivables are due from
companies in the airline industry located throughout the United States and
internationally. The Group performs periodic credit evaluations of its
customers' financial condition and does not require collateral. Credit losses
relating to customers in the airline industry have consistently been
insignificant and within management's expectations.
c. Concentration of sales
The Group had sales to foreign companies that amounted to 26.9% and 15.6%
of total sales for the three months ended March 31, 1996 and 1995.
For the three months ended March 31, 1996, one customer accounted for
$251,000 of sales. For the three months ended March 31, 1995, one customer
accounted for $289,000 of sales.
d. Inventory
Inventory is valued at the lower of cost or market value using the first-in,
first-out method. Where a group of parts have been purchased together
as a lot, the cost of the lot is allocated to the individual parts by
management, where possible, pro rata to the list selling price at the time of
purchase. Consistent with industry practice, inventory is carried as a current
asset but all inventory is not expected to be sold within one year.
<PAGE> 9
1. Summary of significant accounting policies (continued):
e. Land, building and equipment
Land, building and equipment are recorded at cost. Depreciation and amorti-
zation are computed using the straight-line method over the estimated
useful lives of the assets which range from 3 to 25 years.
The cost and related accumulated depreciation and amortization of assets
sold or otherwise retired are eliminated from the accounts and any gain
or loss is included in the statement of operations. The cost of maintenance
and repairs is charged to income as incurred, whereas significant renewals and
betterments are capitalized. Depreciation and amortization expense for the
three months ended March 31, 1996 and 1995 amounted to $31,000 and $19,000,
respectively.
f. Debt issuance costs
The debt issuance costs relate to the issuance of the new financing. Amorti-
zation of debt issuance costs for the three months ended March 31, 1996 and
1995 amounted to $48,000 and $22,000.
g. Revenue recognition
The Group recognizes revenue from all types of sales under the accrual method
of accounting when title transfers. Title transfers at the Group's facility.
h. Earnings per share
In March 1995, FASI's shareholders authorized the reverse split of its
common stock on the basis of fifty old shares for one new share. This
reverse split was effective as of November 1995. All references herein to
the number of shares are after the reverse split.
Earnings per share are based upon the following weighted average number of
shares on a fully-diluted basis which includes the conversion by MDC of its
preferred stock of FASC into common shares of FASI: 1996, 1,312,469
shares; 1995, 1,285,802 shares.
<PAGE> 10
1. Summary of significant accounting policies (continued):
i. Income taxes
The Group files consolidated income tax returns. Deferred income taxes
relate to temporary differences between financial statement and income tax
reporting of certain accrued expenses, state income taxes, bad debts,
inventory, and depreciation.
In 1992, the Group adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes". SFAS 109 requires the
recognition of deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between tax basis and financial
reporting basis of other assets and liabilities. The income tax effect of the
temporary differences as of March 31, 1996 and December 31, 1995 consisted
of the following:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Deferred tax liability resulting from
taxable temporary differences
accounting for inventory $ (314,000) $ (314,000)
Deferred tax asset resulting from
deductible temporary differences
for allowance for uncollectables 4,000 20,000
Deferred tax asset resulting from
deductible temporary differences
for other accrued liabilities 60,000
Deferred tax asset resulting from
deductible temporary differences
for utilization of net operating loss
carryforwards for income tax
purposes. 991,000 729,000
Valuation allowance resulting from the
potential nonutilization of net operating
loss carryforwards for income tax
purposes (681,000) (495,000)
Total deferred income taxes $ 0 $ 0
j. Employee benefit plan
FASC has a 401(k) Plan under Section 401(k) of the Internal Revenue
Code. The Plan allows all employees who are not covered by a collective
bargaining agreement to defer up to 25% of their compensation on a pre-tax
basis through contributions to the Plan. Contributions to the Plan by FASC
are discretionary and are determined by the Board of Directors. No
contributions were made to the Plan during the three months ended March 31,
1996 and 1995.
<PAGE> 11
2. Shareholders' equity
FASI has 50,000 share authorized of its $.001 par value preferred stock.
At March 31, 1996 and December 31, 1995, there were no shares of preferred
stock issued or outstanding. The preferred shares, if issued, may be
granted the right to convert into common shares. On liquidation, the preferred
shares may be entitled to share in the liquidation proceeds after satisfaction
of creditors and prior to any distribution to the common shareholders to the
extent of the preference determined by the Board of Directors at the time of
issuance.
FASI has the following common stock as of March 31, 1996 and December 31, 1995:
Authorized 2,000,000
Issued and outstanding 984,352
Par value $.05
All of the common shares have equal voting rights. The common shares have
no pre-emptive or conversion rights, no redemption or sinking provisions,
and are not liable for further call or assessment. Each common share is
entitled to share ratably in any assets available for distribution to the
common shareholders upon liquidation of the Group.
On February 7, 1995, the Group owed $7,658,000 to McDonnell Douglas
Corporation (MDC). MDC cancelled the debt in exchange for $850,000 plus
586,862 shares of Series A convertible preferred stock of FASC. This
constituted full and complete satisfaction of the MDC debt. The agreement
provided for the mandatory exchange of the Series A preferred stock of FASC
for 25% of the total outstanding common stock of FASI within 10 days
following the date the common stock is approved for quotation on, and is
quoted for trading on, the Nasdaq Stock Market. The Series A convertible
preferred stock carries a liquidation preference of $5,000,000; which, in
the event of a liquidation of the Group, should be paid pro rata to the
holders of the Series A shares.
In January 1995, FASI sold 40,000 shares of common stock for $250,000 ($6.25
per share). FASI then paid $250,000 to FASC as additional paid-in capital.
The exchange of the MDC debt for the preferred stock of FASC was accounted
for as a minority interest. A gain of $4,759,000 has been recorded in the
financial statements for the three months ended March 31, 1995 as a result
of these transactions.
The proforma 1996 amounts on the consolidated balance sheet
represent the affect if the preferred stock of FASC had been converted by
MDC into 25% of the total outstanding common stock of FASI on a fully-diluted
basis on March 31, 1996. The proforma balance sheet reflects the
conversion of the preferred stock accounted for as an acquisition of the
minority interest under the purchase method of accounting, assuming a fair
value of $6.25 per common share of FASI based on the January 1995 sale.
<PAGE> 12
2. Shareholders' equity (continued):
On February 9, 1995, FASC obtained new financing from Norwest Business
Credit, Inc., (Norwest). FASC. obtained a line of credit in
the maximum amount of $10,000,000 with interest payable monthly at prime
plus 2.5%. Although due on demand, it expires in February, 1998. The line
of credit was partially used to pay the note payable to the prior lending bank
and to pay $850,000 to MDC. All assets of the Group are pledged as
collateral.
On February 9, 1995, FASI sold 100% of the outstanding common stock of
Fields Industrial Supply, Inc. to an unrelated party.
As of March 31, 1996, the Company had not reached a final settlement with
its insurance company. Management has elected to record, based upon repair
estimates submitted by the insurance company, a conservative estimate of the
minimum amount expected as a casualty gain as a result of the January 1994
earthquake. A casualty gain of $653,000 has been recorded in the financial
statements for the three months ended March 31, 1996 as a result of this
transaction.
3. Notes payable
The notes payable at March 31, 1996 and December 31, 1995 consisted of the
following:
</TABLE>
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Line of credit from Norwest,
secured by all assets of
the Group, interest at prime plus
2.5% (10.75% at March 31, 1996
and 10.5% at December 31, 1995)
payable monthly $ 7,501,000 $ 7,427,000
Note payable to bank, secured by land
and building, payable monthly at
$2,396 plus interest at prime plus
2% (10.25% at March 31, 1996
and 10.0% at December 31, 1995),
due in 1996 450,000 457,000
Other notes payable $ 21,000 $ 21,000
Totals $ 7,972,000 $ 7,905,000
Less current portion 7,972,000 7,905,000
Notes payable, net of current portion $ - $ -
</TABLE>
<PAGE> 13
3. Notes payable (continued):
Principal payment requirements on all notes payable based on terms
and rates in effect at March 31, 1996 are as follows:
YEAR ENDING
MARCH 31, AMOUNT
1997 $ 7,972,000
Thereafter -
Total interest expense for the three months ended March 31, 1996 and
1995 amounted to $306,000 and $238,000, respectively. Total interest
paid for the three months ended March 31, 1996 and 1995 amount to $246,000
and $211,000, respectively.
4. Provision for income taxes
The provision for income taxes for the three months ended March 31
consisted of the following:
1996 1995
CURRENT:
State $ 3,000 $ 3,000
Total provision for
income taxes $ 3,000 $ 3,000
Total income taxes paid in 1996 and 1995 amounted to $2,400 each
year. The Group has net operating loss carryovers available to offset future
taxable income. The amount and expiration date of the carryovers are as
follows:
YEAR ENDING
DECEMBER 31, FEDERAL STATE
2007 $ $ 814,000
2008 942,000 750,000
2009 1,161,000 580,000
2010 200,000 100,000
5. Commitments
The Group leases vehicles and equipment and office facilities under
operating leases. The Minimum lease payments required under operating
leases as of March 31, 1996 are as follows:
YEAR ENDING
MARCH 31, AMOUNT
1996 $ 32,000
1997 16,000
1998 14,000
Thereafter -
Lease expense for the three months ended March 31, 1996 and 1995 was
$24,000 and $23,000, respectively.
The Group has a contract with a financial advisor whereby the financial
advisor will provide consulting services to the Group. The minimum
payments required under the contract as of March 31, 1996 are as follows:
YEAR ENDING
MARCH 31, AMOUNT
1996 $ 67,000
1997 60,000
Thereafter -
6. Related party transactions
The Group leases an office facility on a month to month basis from an
entity owned by certain officers of the Group.
In November 1995 FASI issued options to 25 employees to the Group to
acquire up to 82,525 common shares of FASI at a purchase price of $3.00 per
share subject to certain requirements. The options must vest by November
1998.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE-MONTHS ENDED MARCH 31, 1996 AND MARCH 31, 1995
Operations of the Company and its subsidiaries for the three months
ended March 31, 1996 generated net loss of $338,000 compared to a net loss
of $154,000 for the comparable period of 1995. The increase in net loss for
the three month period is attributable to a reduction in gross margin
percentage and increased general and administrative expense and increased
interest expense.
Sales for the three months ended March 31, 1996 were $1,360,000
compared to $818,000 for the comparable period of 1995, an increase of
approximately 66%. The increase in sales was due to an increase in volume
of sales. Among factors leading to the increase in volume of sales were an
expansion of the sales team, the completion of the Company's financing
which allowed management to concentrate its efforts back to marketing and
the ability to pursue brokerage transactions which the new financing package
allowed.
Costs of goods sold for the three month period ended March 31, 1996
and 1995 were $615,000 and $273,000 respectively (approximately 45% and
33% of sales, respectively). The reduction of gross margin percentage is due
to the increasing proportion of total sales represented by brokerage
transactions as opposed to sales from inventory.
Total operating expenses increased from $699,000 for the three
months ended March 31, 1995 to $1,083,000 for the three months ended
March 31, 1996. The expansion of the sales team and completion of the
Company's financing arrangements described above and an increase in interest
expense are the principal factors causing the increased operating expenses.
During the quarter ended March 31, 1996, the Company recognized a
nonrecurring gain of $653,000 in connection with a certain casualty insurance
claim. During the same period of the prior year, the Company recognized
nonrecurring gains of $4,942,000 in connection with the exchange of debt and
sale of a subsidiary. Due principally to those factors, net income of the
Company decreased from $4,785,000 for the three months ended March 31,
1995 to $312,000 for the same period of 1996.
LIQUIDITY
At March 31, 1996 the Company had working capital (current assets
in excess of current liabilities) of $1,007,000 compared to working capital of
$657,000 on December 31, 1995. The increase in liquidity is due principally
to an increase in accounts receivable caused by the Company's recognition of
a receivable from a casualty insurance claim.
Operating activities used $87,000 and $682,000 of the Company's cash
flow for the three months ended March 31, 1996 and March 31, 1995,
respectively. The decrease in the cash used for the first three months of 1996
compared to the same period of 1995 was mostly due to an increase in
accounts payable and other accrued liabilities of $242,000 compared to a
decrease in accounts payable and other accrued liabilities of $578,000 during
the same period of 1995.
<PAGE> 16
The Company's wholly owned subsidiary, Fields Aircraft Spares
Incorporated, a California corporation ("FAS") was in default with Norwest
Business Credit, Inc. ("Norwest"), its primary lender, at May 1, 1996. The
Loan Agreement with Norwest as of May 1, 1996 permitted up to $7,239,000
to be drawn on the loan against eligible receivables and inventory. As of May
1, 1996, the Company had outstanding approximately $7,336,000. Norwest
has subsequently agreed that FAS may have drawn at any one time up to
$150,000 in excess of the available line of credit, such excess to be eliminated
during May 1996.
The Company's credit facility with Norwest expires in February 1998
but is payable on demand by Norwest. Accordingly, Norwest could require
repayment of all amounts owed by the Company at any time. The Company
is not currently investigating possible alternative sources of debt financing.
The Company believes that alternative financing would be available to repay
the amounts owed to Norwest if demand for immediate payment was made.
However, there is no assurance that the Company would be able to arrange
alternative financing in order to timely repay the loan if demand for
immediate payment was made. If that were to occur, the Company could
become subject to possible action by Norwest to enforce its security interest in
the Company's assets.
CAPITAL RESOURCES
The Company's operations to date have been primarily funded through
bank loans and vendors deferred purchase note.
On February 7, 1995, the Company entered into a line of credit
arrangement with Norwest Business Credit, Inc. ("Norwest") providing for a
line of credit in the amount of $10,000,000. At March 31, 1996,
approximately $7,501,000 of credit had been extended under the credit line of
$10,000,000.
The Norwest credit line of $10,000,000 is initially divided into two
areas; an $8,000,000 inventory line and a $2,000,000 accounts receivable line.
Commencing April 1995 the available inventory credit reduces by $100,000
per month. The available accounts receivable credit can increase up to a
maximum of $10,000,000 depending on the amount of accounts receivable,
but such that the total of the inventory line and accounts receivable line
cannot exceed $10,000,000.
The Company will actively seek equity capital infusions. Unless
operations of the Company generate a profit, additional capital will be needed
to continue operations. There is no assurance the Company will be successful
in securing additional capital.
In the future, and depending on the availability of financing,
management may continue expanding and diversifying the Company's
business through acquisition of warehouse facilities in Europe. In addition,
the Company will seek to acquire other companies in similar or allied
businesses. Any such acquisition will only be undertaken following a careful
analysis of the potential acquisition, its potential, any potential synergism
with the Company's existing business and the capital needs of the acquired
products compared to the capital needs and resources of the Company. There
is no assurance that any acquisitions will be successfully completed.
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
The Company's wholly owned subsidiary, Fields Aircraft Spares
Incorporated, a California corporation ("FAS-CA") was in default
with Norwest Business Credit, Inc. ("Norwest"), its primary lender,
at May 1, 1996. The Loan Agreement with Norwest as of May 1, 1996
permitted up to $7,239,000 to be drawn on the loan against eligible
receivables and inventory. As of May 1, 1996, the Company had
outstanding approximately $7,336,000. Norwest has subsequently
agreed that FAS may have drawn at any one time up to $150,000 in
excess of the available line of credit, such excess to be eliminated
during May 1996. The Company's credit facility with Norwest expires
in February 1998 but is payable on demand by Norwest. Accordingly,
Norwest could require repayment of all amounts owed by the
Company at any time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Those exhibits previously filed with the Securities and Exchange
Commission as required by Item 601 of Regulation S-K, are
incorporated herein by reference in accordance with the provisions of
Rule 12b-32.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the
quarter for which this report is filed.
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 7, 1996
FIELDS AIRCRAFT SPARES, INC.
By: /s/ Alan M. Fields
Alan M. Fields, President and Principal Executive Officer
By: /s/ Lawrence J. Troyna
Lawrence J. Troyna, Principal Financial Officer
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996, AND IS QUALIFIED IN
ITS ENTIRETY BY REFRENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 88,000
<SECURITIES> 0
<RECEIVABLES> 1,844,000
<ALLOWANCES> 50,000
<INVENTORY> 7,823,000
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<PP&E> 1,881,000
<DEPRECIATION> 666,000
<TOTAL-ASSETS> 11,555,000
<CURRENT-LIABILITIES> 8,842,000
<BONDS> 7,972,000
0
0
<COMMON> 297,000
<OTHER-SE> 366,000
<TOTAL-LIABILITY-AND-EQUITY> 11,555,000
<SALES> 1,360,000
<TOTAL-REVENUES> 1,360,000
<CGS> 615,000
<TOTAL-COSTS> 615,000
<OTHER-EXPENSES> 777,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 306,000
<INCOME-PRETAX> (338,000)
<INCOME-TAX> 3,000
<INCOME-CONTINUING> (338,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 312,000
<EPS-PRIMARY> .32
<EPS-DILUTED> .24
</TABLE>
