UNITED STATES
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 JUNE 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission File No. 1-11775
AVIATION SALES COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 65-0665658
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6905 NW 25TH STREET 33122
MIAMI, FLORIDA (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (305) 592-4055
Indicate by check whether the registrant (1) has 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 report(s), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 9,580,274 shares of
common stock, $.001 par value per share, were outstanding as of July 28, 1998.
<PAGE>
AVIATION SALES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30, 1998
1997 (Unaudited)
---------------- ---------------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents........................................ $4,985,751 $2,201,934
Accounts receivable, net......................................... 66,545,155 71,432,945
Inventories...................................................... 139,313,722 188,513,310
Prepaid expenses................................................. 3,111,728 1,287,637
Deferred income taxes............................................ 2,004,148 2,400,000
------------ ------------
Total current assets................................... 215,960,504 265,835,826
------------ ------------
EQUIPMENT ON LEASE, net.............................................. 22,758,149 29,151,454
------------ ------------
FIXED ASSETS:
Property and equipment........................................... 25,502,943 37,038,476
Less - Accumulated depreciation.................................. (5,008,668) (6,896,574)
------------ ------------
Total fixed assets..................................... 20,494,275 30,141,902
------------ ------------
AMOUNTS DUE FROM RELATED PARTIES..................................... 2,891,343 2,393,407
------------ ------------
OTHER ASSETS:
Goodwill, net.................................................... 17,712,145 26,694,858
Deposits and other............................................... 1,009,369 7,132,221
Deferred income taxes............................................ 1,485,380 1,084,428
Deferred financing costs, net.................................... 2,675,684 6,394,470
------------ ------------
Total other assets..................................... 22,882,578 41,305,977
------------ ------------
Total assets........................................... $284,986,849 $368,828,566
============ ============
</TABLE>
(Continued)
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<PAGE>
AVIATION SALES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
December 31, June 30, 1998
1997
------------ --------------
(Unaudited)
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable................................................. $18,136,462 $18,273,178
Accrued expenses................................................. 16,362,777 15,547,866
Notes payable, current maturities
Senior....................................................... 12,258,391 1,028,425
Revolver..................................................... 86,413,959 36,264,181
Other........................................................ - 3,500,000
------------ ------------
Total current liabilities.............................. 133,171,589 74,613,650
------------ ------------
LONG-TERM LIABILITIES:
Deferred income.................................................. 962,063 1,763,140
Notes Payable -
Senior....................................................... 50,412,550 11,816,992
Other........................................................ 2,200,000 3,700,000
Bonds payable, net............................................... - 164,039,290
------------ ------------
Total long-term liabilities............................ 53,574,613 181,319,422
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000 shares - -
authorized, none outstanding.................................
Common stock, $.001 par value, 30,000,000 shares 9,400 9,580
authorized, 9,399,932 and 9,579,805 shares
outstanding at December 31, 1997 and June 30,
1998, respectively...........................................
Additional paid-in capital....................................... 70,660,457 76,725,833
Retained earnings................................................ 27,570,790 36,160,081
------------ ------------
Total stockholders' equity............................. 98,240,647 112,895,494
------------ ------------
Total liabilities and stockholders' equity............ $284,986,849 $368,828,566
============ ============
The accompanying notes are an integral part of these condensed
consolidated balance sheets.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
AVIATION SALES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
FOR THE THREE FOR THE SIX
MONTHS MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------------------- ---------------------------------
1997 1998 1997 1998
----------- ----------- ------------ ------------
OPERATING REVENUES
<S> <C> <C> <C> <C>
Sales of aircraft parts, net...................... $54,274,606 $88,579,605 $106,750,869 $168,909,228
Rentals from leases and other..................... 3,843,667 2,538,596 6,220,306 4,665,076
----------- ----------- ------------ ------------
58,118,273 91,118,201 112,971,175 173,574,304
COST OF SALES ....................................... 40,050,573 64,309,857 79,799,765 122,170,411
----------- ----------- ------------ ------------
18,067,700 26,808,344 33,171,410 51,403,893
----------- ----------- ------------ ------------
OPERATING EXPENSES
Operating ........................................ 2,949,927 3,351,694 5,689,557 6,657,148
Selling .......................................... 2,461,739 2,894,592 4,448,811 5,719,524
General and administrative........................ 3,473,800 6,800,088 7,089,643 13,462,164
Depreciation and amortization..................... 707,713 1,305,900 1,381,649 2,417,219
----------- ----------- ------------ ------------
9,593,179 14,352,274 18,609,660 28,256,055
----------- ----------- ------------ ------------
INCOME FROM OPERATIONS ............................... 8,474,521 12,456,070 14,561,750 23,147,838
INTEREST EXPENSE AND AMORTIZATION
OF DEFERRED FINANCING COSTS....................... 1,493,602 4,510,141 2,565,823 8,140,190
----------- ----------- ------------ ------------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM............................ 6,980,919 7,945,929 11,995,927 15,007,648
INCOME TAX EXPENSE ................................... 2,730,335 3,107,335 4,697,165 5,819,686
----------- ----------- ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM ..................... 4,250,584 4,838,594 7,298,762 9,187,962
EXTRAORDINARY ITEM, NET OF
INCOME TAXES (Note 3)............................. - - - 598,671
----------- ----------- ------------ ------------
NET INCOME............................................ $4,250,584 $4,838,594 $7,298,762 $8,589,291
=========== =========== ============ ============
BASIC EARNINGS PER SHARE:
Income before extraordinary item ................. $0.45 $0.50 $0.77 $0.96
Extraordinary item, net of income taxes .......... - - - 0.06
----------- ----------- ------------ ------------
Net income $0.45 $0.50 $0.77 $0.90
=========== =========== ============ ============
DILUTED EARNINGS PER SHARE:
Income before extraordinary item ................. $0.45 $0.50 $0.77 $0.95
Extraordinary item, net of income taxes........... - - - 0.06
----------- ----------- ------------ ------------
Net income........................................ $0.45 $0.50 $0.77 $0.89
=========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE>
AVIATION SALES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
---------------------
1997 1998
------- ------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income ............................................................... $ 7,298,762 $ 8,589,291
Adjustments to reconcile net income to net cash
used in operating activities
Depreciation and amortization ................................... 1,805,237 3,780,463
Extraordinary item, net of income taxes ......................... - 598,671
Gain on sale of equipment on lease, net of proceeds.............. 2,577,078 -
Provision for doubtful accounts.................................. 570,000 405,000
Increase in accounts receivable ................................. (15,329,490) (1,152,654)
Increase in inventory ........................................... (16,618,488) (32,520,065)
Decrease in prepaid expenses .................................... 3,070,585 1,824,091
(Increase) decrease in deferred income taxes..................... (687,132) 5,100
(Increase) decrease in deposits and other ....................... 169,251 (6,026,901)
Increase (decrease) in accounts payable ......................... 4,555,510 (3,214,921)
Increase (decrease) in accrued expenses ......................... 1,261,879 (432,154)
Increase in deferred revenue .................................... 837,980 801,077
----------- -----------
Net cash used in operating activities ...................... (10,488,828) (27,343,002)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Cash used in acquisitions................................................. (341,595) (12,564,442)
Purchases of equipment.................................................... (1,987,478) (7,868,756)
Purchase of equipment on lease............................................ (8,023,981) (14,798,553)
Payments from related parties ............................................ 41,628 497,936
----------- -----------
Net cash used in investing activities ...................... (10,311,426) (34,733,815)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Net borrowings (payments) under senior revolving facility ................ 26,333,249 (50,149,778)
Payments under term and acquisition loan facilities....................... (3,525,195) (55,642,857)
Payment on equipment loans .............................................. - (266,511)
Proceeds from issuance of senior subordinated notes ...................... - 164,001,750
Proceeds from equipment loan ............................................. - 6,083,844
Stock options exercised .................................................. - 346,835
Payments of deferred financing costs...................................... (80,244) (5,080,283)
----------- -----------
Net cash provided by financing activities................... 22,727,810 59,293,000
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... 1,927,556 (2,783,817)
----------- -----------
CASH AND CASH EQUIVALENTS, beginning of period .............................. 1,262,149 4,985,751
----------- -----------
CASH AND CASH EQUIVALENTS, end of period ..................................... $ 3,189,705 $ 2,201,934
============ ============
Interest paid ............................................................ $ 1,992,189 $ 3,348,432
============ ============
Income taxes paid ........................................................ $ 3,888,080 $ 8,065,430
============ ============
SUPPLEMENTAL SCHEDULE OF NON-CASH ITEMS:
Transfer of equipment on lease to inventory............................... $ - $ 7,555,170
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
-5-
<PAGE>
AVIATION SALES COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(UNAUDITED)
1. BASIS OF PRESENTATION:
Interim Condensed Consolidated Financial Statements
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for reporting on Form 10-Q. Pursuant to such
rules and regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The accompanying unaudited
interim condensed consolidated financial statements should be read in
conjunction with Aviation Sales Company's (the "Company") December 31, 1997
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K, as amended, for the year ended December 31, 1997
(File No. 1-11775).
In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements of the Company contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the financial position of the Company as of June 30,1998 and the results of its
operations and cash flows for the three and six month periods ended June 30,
1998 and 1997. The results of operations and cash flows for the six month period
ended June 30, 1998 are not necessarily indicative of the results of operations
or cash flows which may be reported for the year ending December 31, 1998.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Recently Issued Accounting Standards
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), during the quarter ended March 31, 1998. This
statement specifies the computation, presentation and disclosure requirements
for earnings per share for entities with publicly held common stock or potential
common stock. Earnings per share have been restated to comply with SFAS 128 for
all periods presented.
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130"), during the quarter ended March
31, 1998. SFAS 130 establishes standards for the reporting and display of
comprehensive income and its
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<PAGE>
components in a full set of financial statements. The objective of SFAS 130 is
to report a measure (comprehensive income) of all changes in equity of an
enterprise that result from transactions and other economic events in a period
other than transactions with owners. The adoption of SFAS 130 did not have a
material impact on the Company's consolidated financial statements, as
comprehensive income was equal to net income for all periods presented.
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131"), was issued by
the Financial Accounting Standards Board in June 1997. This statement
establishes standards for reporting information about operating segments in
annual financial statements and requires reporting of selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company will adopt SFAS 131 effective
December 31, 1998.
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), is effective for
fiscal years ending after June 15, 1999. This statement establishes accounting
and reporting standards requiring that every derivative instrument be recorded
in the balance sheet as either an asset or a liability at its fair value. Upon
adoption, the Company will quantify the impact of adopting SFAS 133 on its
consolidated financial statements. SFAS 133 could increase volatility in
earnings and other comprehensive income.
2. ACQUISITIONS:
On March 26, 1998, the Company entered into a definitive agreement with
Whitehall Corporation ("Whitehall"), pursuant to which the two companies agreed
to merge. Under the terms of the agreement, at the effective date of the merger,
the shareholders of Whitehall will receive 0.5143 shares of the Company's common
stock for each share of Whitehall stock outstanding on such date. Based on the
5,530,000 shares of Whitehall common stock issued and outstanding on June 26,
1998, the Company will issue approximately 2,844,079 shares of the Company's
common stock, subject to adjustment, to Whitehall's stockholders, which excludes
257,150 shares of the Company's common stock to be issued upon the exercise of
500,000 options to purchase shares of Whitehall common stock which were
outstanding on June 26, 1998. Based upon the closing price of the Company's
common stock on July 28, 1998, the value of the transaction is approximately
$121 million, which includes the assumption of approximately $11.9 million of
Whitehall's outstanding indebtedness. The transaction, which will be accounted
for as a pooling of interests, is expected to close during the third quarter of
1998. Whitehall had revenues of approximately $65.8 million for the fiscal year
ended December 31, 1997. During the six months ended June 30, 1998, the Company
incurred merger expenses of approximately $1.3 million relating to the Whitehall
transaction, which are included in general and administrative expenses in the
accompanying condensed consolidated statement of income for such period.
On March 6, 1998 the Company completed the acquisition of Caribe
Aviation, Inc. ("Caribe") and Caribe's wholly-owned subsidiary Aircraft Interior
Design, Inc. ("AIDI"). The purchase price paid by the Company to acquire Caribe
and AIDI was approximately $23.3 million, consisting of: (i) $5.0 million in
cash, (ii) $5.0 million in promissory notes payable over two years, (iii) the
issuance of 182,143 shares of the Company's authorized, but unissued,
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<PAGE>
common stock, and (iv) the repayment of approximately $7.6 million of
indebtedness owed by Caribe and AIDI to a financial institution. The acquisition
has been accounted for using the purchase method of accounting and accordingly,
the purchase price has been allocated to the assets purchased and the
liabilities assumed based upon the fair market value at the date of acquisition.
The excess of the purchase price over the fair values of the net assets acquired
is approximately $9.6 million. This amount has been recorded as goodwill and
will be amortized on a straight-line basis over 20 years. The operations of
Caribe and AIDI have been included in the accompanying condensed consolidated
financial statements from the date of acquisition. Caribe and AIDI contributed
approximately $10.5 million to the Company's 1998 operating revenues. Caribe and
AIDI had consolidated revenues of approximately $27 million for the fiscal year
ended December 31, 1997. The pre-acquisition operations of Caribe and AIDI were
not material to the operations of the Company.
On December 31, 1997, the Company acquired Apex Manufacturing, Inc.
("Apex") for consideration of 238,572 shares of the Company's common stock. The
acquisition was accounted for using the pooling of interests method of
accounting and, accordingly, the accompanying condensed consolidated financial
statements have been restated to include the accounts of Apex.
On October 17, 1997 the Company completed the acquisition of substantially
all of the assets of the business of Kratz-Wilde Machine Company, a Kentucky
corporation ("Kratz-Wilde") for a purchase price, including acquisition costs
and net of cash acquired, of approximately $39.6 million in cash and notes and
the assumption of certain liabilities of Kratz-Wilde in the approximate amount
of $2.2 million. The acquisition was accounted for using the purchase method of
accounting and accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based upon their fair values at the date
of acquisition. The excess of the purchase price over the fair market value of
the net assets acquired was approximately $17.9 million. This amount has been
recorded as goodwill and will be amortized on a straight-line basis over 20
years. The operations of Kratz-Wilde since the acquisition have been included in
the accompanying condensed consolidated financial statements from the date of
acquisition. Kratz-Wilde contributed approximately $20.4 million to the
Company's 1998 operating revenues. In connection with the acquisition, the
Company borrowed $40,000,000 of senior notes payable to financial institutions,
with the remainder of the acquisition price payable to the prior owners over a
two-year period (see Note 3).
The Company's unaudited pro forma consolidated results of operations
assuming the Kratz-Wilde acquisition had occurred on January 1, 1997 are as
follows:
SIX MONTHS ENDED
----------------
JUNE 30, 1997
----------------
in thousands, except
earnings per share)
Operating revenues...................................... $ 132,936
Income before extraordinary item(a)..................... 9,278
Diluted earnings per share before extraordinary
item(a)................................................. $ .98
-8-
<PAGE>
(a) Includes an adjustment to record pro forma income tax expense as if
Kratz-Wilde had been a C corporation since January 1, 1997 and adjustments to
record goodwill amortization and incremental interest, depreciation and salaries
as if the acquisition had occurred on January 1, 1997.
On September 30, 1997, the Company acquired Aerocell Structures, Inc.
("Aerocell") for consideration of 620,970 shares of the Company's common stock.
The acquisition was accounted for using the pooling of interests method of
accounting and, accordingly, the accompanying condensed consolidated financial
statements have been restated to include the accounts of Aerocell.
The following reflects the results of operations of the Company and of
Apex and Aerocell (the "Acquired Entities"), which were acquired in 1997, for
periods before the poolings of interests combinations were consummated:
<TABLE>
<CAPTION>
(in thousands, except earnings per share)
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
------------- -------------
Revenues:
<S> <C> <C>
The Company $ 51,411 $100,462
Acquired Entities 6,707 12,509
---------- --------
$ 58,118 $112,971
========= ========
Net income:
The Company $ 3,681 $ 6,521
Acquired Entities 570 778
---------- -----------
$ 4,251 $ 7,299
========== ==========
Net income per share, basic and diluted:
The Company $ 0.43 $ 0.76
Acquired Entities 0.02 0.01
---------- ----------
$ 0.45 $ 0.77
========== ==========
</TABLE>
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<PAGE>
The preliminary purchase price allocations for business combinations
accounted for under the purchase method of accounting (including historical
accounts of immaterial acquisitions accounted for under the pooling of interests
method of accounting) were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-----------------------------
1997 1998
---- ----
<S> <C> <C>
Accounts receivable..................................... $ 1,820,751 $ 4,140,136
Inventories............................................. 1,922,774 9,124,353
Prepaid expenses........................................ 10,168 -
Deposits and other...................................... 4,576 115,951
Fixed assets............................................ 4,089,883 3,666,777
Goodwill................................................ - 9,587,583
Accounts payable........................................ (1,063,497) (3,351,637)
Accrued expenses........................................ (824,437) -
Deferred income taxes................................... (557,270) -
Notes payable........................................... (3,445,825) ( 5,000,000)
Common stock issued..................................... (1,615,528) (5,718,721)
---------------- ---------------
Cash used in acquisitions............................... $ 341,595 $ 12,564,442
================ ===============
</TABLE>
3. NOTES PAYABLE:
On October 17, 1997, the Company amended its banking agreement pursuant to
the terms of a Third Amended and Restated Credit Agreement (the "Third Amended
Credit Agreement"). Pursuant to the Third Amended Credit Agreement, the Company
obtained a credit facility consisting of (a) a term loan facility in a principal
amount of $18.6 million, and (b) a $131.4 million revolving loan, letter of
credit and acquisition loan facility (the "Third Amended Revolving Credit
Facility"), subject to an availability calculation based on the eligible
borrowing base (collectively, the "Credit Facility"). The eligible borrowing
base includes certain receivables and inventories of the Company. The letter of
credit portion of the Third Amended Revolving Credit Facility is subject to a
$15 million sublimit and the acquisition loan portion of the Third Amended
Revolving Credit Facility was subject to a $40 million sublimit, with the
imposition of certain borrowing criteria based on the satisfaction of certain
debt ratios. The acquisition loan portion of the Third Amended Revolving Credit
Facility was converted into a term loan in October 1997 in connection with the
acquisition of Kratz-Wilde. The interest rate on the Third Amended Credit
Agreement is, at the option of the Company, (a) prime plus a margin, or (b)
LIBOR plus a margin, where the margin determination is made based upon the
Company's financial performance over the 12 month period (ranging from 0.0% to
1.25% in the event prime is utilized, or 1.50% to 2.75% in the event LIBOR is
utilized). At June 30, 1998, the margin was 0.0% for prime rate loans and 1.50%
for LIBOR rate loans.
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<PAGE>
In connection with the Company's February 1998 sale of $165.0 million in
senior subordinated notes, the Company repaid in full and terminated the term
loan and acquisition loan portions of the Credit Facility, and repaid in full
the then current balance of the Third Amended Revolving Credit Facility. The
Third Amended Revolving Credit Facility presently allows the Company to borrow
up to $91.4 million and terminates on July 31, 2002. The Third Amended Credit
Agreement contains financial and other covenants and mandatory prepayment
events, as defined. At June 30, 1998, the Company was in compliance with all
covenants of the Third Amended Credit Agreement. The Third Amended Credit
Agreement is secured by a lien on substantially all of the assets of the
Company. On June 30, 1998, the outstanding balance under the Third Amended
Revolving Credit Facility was approximately $36.3 million.
On February 17, 1998 the Company completed the offering and sale of $165
million in senior subordinated notes (the "Notes") due in 2008 with a coupon
rate of 8.125% at a price of 99.395%. Proceeds were used (as described above) to
repay all amounts then outstanding under the Company's term, acquisition and
revolving credit facilities and to fund the cash requirements related to the
acquisition of Caribe and AIDI.
In February 1998, in connection with the repayment of the term and
acquisition portions of the Credit Facility, the Company wrote off $981,428 of
deferred financing costs resulting in an extraordinary item, net of income
taxes, of $598,671.
AVS is a holding company with no assets or operations other than its
investments in its subsidiaries. The Notes are unconditionally guaranteed, on a
senior subordinated basis, by substantially all of AVS's existing subsidiaries
and each subsidiary that will be organized in the future by AVS, unless such
subsidiary is designated as an unrestricted subsidiary (the "Subsidiary
Guarantors"). Subsidiary Guarantees are joint and several, general unsecured
obligations of the Subsidiary Guarantors. The Subsidiary Guarantors are all
wholly-owned subsidiaries of AVS. At present, the Subsidiary Guarantors comprise
all of the direct and indirect subsidiaries of AVS, other than one
inconsequential subsidiary. Subsidiary Guarantees are subordinated in right of
payment to all existing and future Senior Debt of Subsidiary Guarantors,
including the Credit Facility, and are also effectively subordinated to all
secured obligations of Subsidiary Guarantors to the extent of the assets
securing such obligations, including the Credit Facility. Furthermore, the
indenture pursuant to which the Notes have been issued (the "Indenture") permits
Subsidiary Guarantors to incur additional indebtedness, including Senior Debt,
subject to certain limitations. The Company has not presented separate financial
statements and other disclosures concerning each of the Subsidiary Guarantors
because management has determined that such information is not material to
investors.
The Notes are redeemable, at the option of AVS, in whole or in part, at
any time after February 15, 2003, at the following redemption prices, plus
accrued and unpaid interest and liquidated damages, if any, to the redemption
date: (i) 2003--104.063%; (ii) 2004--102.708%; (iii) 2005--101.354%; and (iv)
2006 and thereafter--100%. In addition, on or prior to February 15, 2001, AVS
may redeem up to 35% of the aggregate principal amount of the Notes at a
redemption price of 108.125% of the principal amount thereof, plus accrued and
unpaid interest and liquidated damages, if any, thereon to the redemption date
with the net proceeds
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<PAGE>
of a public offering of common stock of AVS; provided, that at least 65% of the
aggregate principal amount of the Notes originally issued remains outstanding
immediately after the occurrence of such redemption.
Upon the occurrence of a change of control, AVS will be required to make
an offer to repurchase all or any part of holder's Notes at a repurchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest
and liquidated damages, if any, thereon to the repurchase date. There can be no
assurance that AVS will have the financial resources necessary to purchase the
Notes upon a change of control or that such repurchase will be permitted under
the Credit Facility.
The Indenture contains certain covenants that, among other things, will
limit the ability of AVS and its subsidiaries to incur additional indebtedness
and issue preferred stock, pay dividends or make other distributions, make
investments, dispose of assets, issue capital stock of subsidiaries, create
certain liens securing indebtedness, enter into certain transactions with
affiliates, sell assets or enter into certain mergers and consolidations or sell
all or substantially all of their assets.
In connection with the Company's March 6, 1998 acquisition of Caribe and
AIDI (see Note 2), the Company entered into an agreement with the prior owners
to pay $5 million of the acquisition price over a two year period. Principal
payments of $2,500,000 plus interest accrued at 8%, are due on March 6, 1999 and
March 6, 2000.
In connection with the October 17, 1997 acquisition of Kratz-Wilde (see
Note 2), the Company entered into an agreement with the prior owners to pay $2.2
million of the acquisition price over a two year period. Payments of $1,250,000
are due on January 1, 1999 and January 1, 2000. Interest on this note has been
imputed at 8%.
On August 5, 1997, the Company entered into a term loan agreement in a
principal amount of $7.2 million to finance certain equipment and rotable parts
on long term lease which secure the loan. This loan is payable in 59 consecutive
equal monthly payments of $91,750 commencing September 14, 1997, with a final
balloon payment due on August 14, 2002. Interest on this term loan is fixed at
8.21%. The Company has leased the underlying equipment and rotable parts to
unrelated third parties. Interim payments under the term loan will be made from
the proceeds of these parts leases. This term loan contains financial and other
covenants and mandatory prepayment events, as defined. At June 30, 1998, the
Company was in compliance with all covenants of this term loan.
On March 13, 1998, the Company entered into an agreement to purchase its
Pearland, Texas warehouse facility from a related party. The total purchase
price of approximately $1.8 million was paid in cash and through the reduction
of amounts receivable from the related party at the date of the transaction.
On June 17, 1998, the Company entered into a term loan agreement in a
principal amount of $6.1 million to finance certain equipment and rotable parts
on long term lease which secure the loan. This loan is payable in 60 consecutive
equal monthly payments of $75,000 commencing July 17, 1998, with a final balloon
payment due on July 17, 2003. Interest on this
-12-
<PAGE>
term loan is fixed at 7.58%. The Company has leased the underlying equipment and
rotable parts to unrelated third parties. Interim payments under the term loan
will be made from the proceeds of these parts leases. This term loan contains
financial and other covenants and mandatory prepayment events, as defined. At
June 30, 1998 the company was in compliance with all covenants of this term
loan.
4. EARNINGS PER SHARE:
The computation of weighted average common and common equivalent shares used in
the calculation of basic and diluted earnings per share is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average shares outstanding used in
calculating basic earnings per share............ 9,422,042 9,592,122 9,422,042 9,520,910
Effect of dilutive options...................... 37,782 161,918 37,782 163,441
--------- --------- --------- ---------
Weighted average common and common equivalent
shares used in calculating diluted earnings per
share........................................... 9,459,824 9,754,040 9,459,824 9,684,351
========= ========= ========= =========
Options and warrants outstanding which are not
included in the calculation of diluted earnings
per share because their impact is antidilutive.. 171,400 19,500 171,400 19,500
========= ========= ========= =========
</TABLE>
For business combinations accounted for as a pooling of interests, earnings per
share computations are based on the aggregate of the weighted-average
outstanding shares of the surviving business for all periods presented.
5. SHARE RESCISSION:
On June 18, 1998, the Company's Compensation Committee rescinded the December
31, 1997 issuance of 18,000 shares of the Company's common stock as bonuses to
six officers of the Company. No consideration was provided or will be provided
in the future in connection with the rescission.
-13-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS OR MAY CONTAIN
FORWARD-LOOKING STATEMENTS, SUCH AS STATEMENTS REGARDING THE COMPANY'S GROWTH
STRATEGY AND ANTICIPATED TRENDS IN THE INDUSTRIES AND ECONOMIES IN WHICH THE
COMPANY OPERATES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE COMPANY'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS AND RESULTS OF OPERATIONS,
COMPETITIVE FACTORS, SHIFTS IN MARKET DEMAND, AND OTHER RISKS AND UNCERTAINTIES,
INCLUDING IN ADDITION TO THOSE DESCRIBED BELOW THOSE DISCLOSED IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, AS AMENDED, FOR THE YEAR ENDED DECEMBER 31, 1997,
UNCERTAINTIES WITH RESPECT TO CHANGES OR DEVELOPMENTS IN SOCIAL, BUSINESS,
ECONOMIC, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES AND CONDITIONS
AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING THE
COMPANY'S CONTRACTORS, CUSTOMERS, SUPPLIERS, COMPETITORS, STOCKHOLDERS,
LEGISLATIVE, REGULATORY AND JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES. SHOULD
ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM RESULTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS MADE BY THE
COMPANY IN THIS QUARTERLY REPORT ON FORM 10-Q. THE COMPANY DOES NOT UNDERTAKE
ANY OBLIGATION TO REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE
EVENTS OR CIRCUMSTANCES.
OVERVIEW
The following discussion and analysis should be read in conjunction
with the information set forth under Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's Annual Report on
Form 10-K, as amended, for the year ended December 31, 1997. This discussion
contains forward-looking information which involves risks and uncertainties and
is based upon information currently available to the Company. Actual results
could differ from those described herein and future results may be subject to
numerous factors, many of which are beyond the control of the Company.
RECENT DEVELOPMENTS
On March 26, 1998, AVS entered into an aircraft purchase agreement with
Philippines Airlines, Inc. ("PAI") to purchase five-Airbus A-300 aircraft. At
the time the purchase agreement was entered into, AVS made a deposit of $900,000
per aircraft to PAI. AVS intended to refurbish these aircraft as cargo aircraft
for future lease or sale. In April 1998, PAI delivered one aircraft under the
purchase agreement, at which time AVS held back pursuant to the terms of the
purchase agreement $1.0 million of the purchase price on that aircraft due to
certain record keeping issues regarding that aircraft. PAI has advised AVS that
due to its current financial condition, it does not intend to perform its
remaining obligations under the purchase agreement. AVS is ready, willing and
able to perform its obligations under the purchase agreement and in furtherance
thereof, on June 17, 1998, AVS brought a lawsuit in the Southern District of New
York to compel PAI to specifically perform its obligations under the purchase
agreement. While there can be no assurance, AVS does not believe that the
ultimate resolution of this matter will have a material adverse effect on AVS's
financial condition or results of operations.
RESULTS OF OPERATIONS
Second quarter operating revenues rose 56.8% to $91.1 million, from $58.1
million for the same period last year. For the six months ended June 30, 1998,
operating revenues rose 53.6% to $173.6 million from $113.0 million for the six
months ended June 30, 1997. On March 6, 1998 the Company acquired Caribe and its
wholly-owned subsidiary, AIDI, in a
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<PAGE>
transaction accounted for under the purchase method of accounting. The
operations of Caribe and AIDI since the acquisition have been included in the
accompanying condensed consolidated financial statements from the date of
acquisition. As a result of the Caribe and AIDI acquisition, the Company's
operating revenues increased approximately $10.5 million from the date of the
acquisition through June 30, 1998. Kratz-Wilde, which was acquired during the
fourth quarter of 1997 and accounted for using the purchase method of
accounting, generated approximately $20.4 million in revenue during the first
six months of 1998. Operating revenues also increased due to increased customer
penetration, increased sales due to the Company's investment in and availability
of increased amounts of inventory and the continued expansion of inventory
management services being offered to and utilized by the Company's customers.
Gross profit increased 48.1% to $26.8 million for the quarter ended
June 30, 1998, compared with $18.1 million for the same period last year. Gross
profit margin decreased to 29.4% for the 1998 second quarter from 31.2% for the
1997 second quarter. The decrease in gross profit margin compared to 1997 was
due primarily to a slightly different mix of products and services delivered
from period to period and remains in line with the 29.8% gross profit margin
reported for the first quarter of 1998. Gross profit increased 54.8% to $51.4
million for the six months ended June 30, 1998, compared with $33.2 million for
the same period last year. Gross profit margin for the six months ended June 30,
1998 increased to 29.6% from 29.4% for the six months ended June 30, 1997.
The Company's total operating expenses increased $4.8 million from $9.6
million for the second quarter of 1997 to $14.4 million for the second quarter
of 1998. Included in the second quarter 1998 operating expenses are $0.76
million of merger related expenses. Operating expenses as a percentage of
operating revenues decreased from 16.5% for the second quarter of 1997 to 15.0%
for the second quarter of 1998, after adjustment for the merger expenses. After
adjustment for the merger expenses, operating expenses for the six months ended
June 30, 1998, were $27.0 million or 15.6% of operating revenues compared with
$18.6 million or 16.5% for the same period last year, reflecting primarily the
benefits of economies of scale.
Interest expense and amortization of deferred financing costs for the six
months ended June 30, 1998 increased by $5.6 million from period to period due
to net borrowings of $155.1 million during the last six months of 1997 and the
first six months of 1998 to finance the acquisitions of Kratz-Wilde and Caribe,
inventory acquisitions and equipment held for lease.
As a result of the above factors, income before income taxes and
extraordinary item for the six months ended June 30, 1998 was $3.0 million or
25.1% higher than the 1997 period.
In connection with the repayment of the term and acquisition portions of
the Credit Facility utilizing the proceeds of the Company's Senior Subordinated
Notes due 2008, the Company wrote off, during the first quarter of 1998,
$981,428 of deferred financing costs resulting in an extraordinary item, net of
income taxes, of $598,671.
Net income for the three months ended June 30, 1998 was $4.8 million
($0.50 per diluted
-15-
<PAGE>
share) compared to net income of $4.3 million ($0.45 per diluted share) for the
three months ended June 30, 1997. After accounting for income taxes and the
extraordinary item, net income for the six months ended June 30, 1998 was $8.6
million ($0.89 per diluted share) compared to net income of $7.3 million ($0.77
per diluted share) for the six months ended June 30, 1997. Weighted average
common and common equivalent shares outstanding (diluted) were 9.75 million and
9.68 million during the three and six months ended June 30, 1998, respectively,
compared with 9.46 million for the three and six months ended June 30, 1997.
LIQUIDITY AND FINANCIAL RESOURCES
Cash used in operations during the six months ended June 30, 1997 and 1998
was $10.5 million and $27.3 million, respectively. Cash used in investing
activities during the six month periods ended June 30, 1997 and 1998 was $10.3
million and $34.7 million, respectively. The Company continues to invest in
spare parts inventories in order to support increased parts sales. During the
six month periods ended June 30, 1997 and 1998, the Company financed its
operating and investing activities primarily with its cash flow from financing
activities, amounting to $22.7 million and $59.3 million, respectively.
The Company and its subsidiaries have entered into the Credit Facility
with certain financial institutions. At present, the Credit Facility consists of
a $91.4 million revolving loan and letter of credit facility, subject to an
availability calculation based on the eligible borrowing base (the "Revolving
Credit Facility"). The eligible borrowing base includes certain receivables and
inventories of the Company. The letter of credit portion of the Revolving Credit
Facility is subject to a $15.0 million sublimit, with the imposition of certain
borrowing criteria based on the satisfaction of certain debt ratios. The
interest rate on the Credit Facility is, at the option of the Company, (a) prime
plus a margin, or (b) LIBOR plus a margin, where the margin determination is
made based upon The Company's financial performance over a 12 month period
(ranging from 0.0% to 1.25% in the event prime is utilized, or 1.50% to 2.75% in
the event LIBOR is utilized). At June 30, 1998, the margin was 0.0% for prime
rate loans and 1.50% for LIBOR rate loans. The amount outstanding under the
Revolving Credit Facility at June 30, 1998 was $36.3 million.
The Credit Facility contains certain financial covenants regarding the
financial performance of the Company and certain other covenants, including
limitations on the amount of annual capital expenditures and the incurrence of
additional debt, and provides for the suspension of the Credit Facility and
repayment of all debt in the event of a material adverse change in the business
or a change in control. In addition, the Credit Facility requires mandatory
repayments from the proceeds of a sale of assets or an issuance of equity or
debt securities or as a result of insufficient collateral to meet the borrowing
base requirements thereunder. Substantially all of the Company's assets are
pledged as collateral for amounts borrowed. The Revolving Credit Facility will
terminate on July 31, 2002. At June 30, 1998, the Company was in compliance with
all covenants of the Credit Facility.
On February 17, 1998, the Company sold $165 million in senior subordinated
notes (the "Notes") due in 2008 with a coupon rate of 8.125% at a price of
99.395%. Proceeds were used to repay amounts then outstanding under the Credit
Facility and to fund the cash requirements relating to the acquisition of Caribe
and AIDI.
-16-
<PAGE>
The Notes mature on February 15, 2008. Interest is payable on February 15
and August 15 of each year, commencing August 15, 1998. The Notes are general
unsecured obligations of the Company, subordinated in right of payment to all
existing and future senior debt of the Company, including indebtedness
outstanding under the Credit Facility and under facilities which may replace the
Credit Facility in the future. In addition, the Notes are effectively
subordinated to all secured obligations to the extent of the assets securing
such obligations, including the Credit Facility.
The indenture pursuant to which the Notes have been issued (the
"Indenture") permits the Company and its subsidiaries to incur additional
indebtedness, including Senior Debt, subject to certain limitations. The Notes
are also effectively subordinated in right of payment to all existing and future
liabilities of any subsidiaries of the Company which do not guarantee the Notes.
The Notes are redeemable, at the option of the Company, in whole or in
part, at any time after February 15, 2003, at the following redemption prices,
plus accrued and unpaid interest and liquidated damages, if any, to the
redemption date: (i) 2003--104.063%; (ii) 2004--102.708%; (iii) 2005--101.354%;
and (iv) 2006 and thereafter--100%. In addition, on or prior to February 15,
2001, the Company may redeem up to 35% of the aggregate principal amount of the
Notes at a redemption price of 108.125% of the principal amount thereof, plus
accrued and unpaid interest and liquidated damages, if any, thereon to the
redemption date with the net proceeds of a public offering of common stock of
the Company; provided, that at least 65% of the aggregate principal amount of
the Notes originally issued remains outstanding immediately after the occurrence
of such redemption.
Upon the occurrence of a change of control, the Company will be required
to make an offer to repurchase all or any part of holder's Notes at a repurchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest and liquidated damages, if any, thereon to the repurchase date. There
can be no assurance that the Company will have the financial resources necessary
to purchase the Notes upon a change of control or that such repurchase will be
permitted under the Credit Facility.
The Indenture contains certain covenants that, among other things, will
limit the ability of the Company and its subsidiaries to incur additional
indebtedness and issue preferred stock, pay dividends or make other
distributions, make investments, dispose of assets, issue capital stock of
subsidiaries, create certain liens securing indebtedness, enter into certain
transactions with affiliates, sell assets or enter into certain mergers and
consolidations or sell all or substantially all of their assets.
As a result of the proposed Merger with Whitehall, the Company will
incur certain charges relating primarily to the costs associated with the
completion of the Merger. These costs have been expensed as incurred in quarters
prior to the completion of the Merger, with the balance to be incurred in the
fiscal quarter in which the Merger closes. The Company also believes that the
combination of the Company and Whitehall will allow the combined entity to
receive the benefit of certain synergies. These synergies in the first year of
combined operations are expected to relate primarily to sales of aircraft spare
parts and to the supply by the Company's other repair
-17-
<PAGE>
stations of repaired and overhauled seats, flight surfaces and components to
Whitehall for use in providing repair services to its customers, and to savings
available to the Company from the elimination of Whitehall's corporate staff.
The Company and each of the subsidiary guarantors are co-registrants of
the Company's Registration Statement on Form S-4 (file no. 333-48669). As a
result, the Company and each of the subsidiary guarantors are subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"). The Company is a holding company with no assets or operations other than
its investments in its subsidiaries. The Notes are unconditionally guaranteed,
on a senior subordinated basis, by substantially all of the Company's existing
subsidiaries. Each subsidiary that will be organized in the future by the
Company, unless such subsidiary is designated as an unrestricted subsidiary,
will jointly, severally, fully and unconditionally guarantee the Notes on a
senior subordinated basis. Subsidiary guarantees are joint and several, full and
unconditional and general unsecured obligations of the subsidiary guarantors.
The subsidiary guarantors are all wholly-owned subsidiaries of the Company. At
present, the subsidiary guarantors comprise all of the direct and indirect
subsidiaries of the Company, other than one inconsequential subsidiary.
Subsidiary guarantees are subordinated in right of payment to all existing and
future Senior Debt of the subsidiary guarantors, including the Credit Facility,
and are also effectively subordinated to all secured obligations of subsidiary
guarantors to the extent of the assets securing such obligations, including the
Credit Facility. Furthermore, the Indenture permits subsidiary guarantors to
incur additional indebtedness, including Senior Debt, subject to certain
limitations. The Company has not presented separate financial statements and
other disclosures concerning each of the subsidiary guarantors because
management has determined that such information is not material to investors.
So long as the factors set forth in the paragraph immediately above remain
true and correct, under applicable SEC rules and regulations, the Company
believes that the subsidiary guarantors will not need to individually comply
with the reporting requirements of the Exchange Act, nor will the Company have
to include separate financial statements and other disclosures concerning each
of the subsidiary guarantors in its Exchange Act reports. In that regard, the
Company has requested a no-action letter from the SEC concurring with the
Company's position on this issue. While there can be no assurance, the Company
expects to receive a favorable response to its no-action letter request.
On August 5, 1997, a subsidiary of the Company, Aviation Sales SPS I, Inc.
(SPS I), entered into a term loan agreement in a principal amount of $7.2
million which was guaranteed by the Company, to finance certain equipment and
rotable parts on long-term lease, which secure the loan. This loan is payable in
59 consecutive equal monthly payments of $91,750 commencing September 14, 1997,
with a final balloon payment due on August 14, 2002. Interest on this term loan
is fixed at 8.21%. The Company has leased the underlying equipment and rotable
parts to unrelated third parties. Interim payments under the term loan will be
made from the proceeds of these parts leases. This term loan contains financial
and other covenants and mandatory prepayment events, as defined. At June 30,
1998, the Company was in compliance with all covenants of this term loan.
-18-
<PAGE>
On June 17, 1998, SPS I entered into a second term loan agreement in a
principal amount of $6.1 million to finance certain equipment and rotable parts
on long-term lease which secure the loan. This loan is payable in 60 consecutive
equal monthly payments of $75,000 commencing July 17, 1998, with a final balloon
payment due on July 17, 2003. Interest on this term loan is fixed at 7.58%. The
Company has leased the underlying equipment and rotable parts to unrelated third
parties. Interim payments under the term loan will be made from the proceeds of
these parts leases. This term loan contains financial and other covenants and
mandatory prepayment events, as defined. At June 30, 1998 the Company was in
compliance with all covenants of this term loan.
In connection with its acquisition of Kratz-Wilde Machine Company,
AVS/Kratz-Wilde Machine Company, a subsidiary of the Company, delivered a
non-interest bearing promissory note in the original principal amount of $2.2
million, which note was guaranteed by the Company, to the seller. At June 30,
1998, the Company was in compliance with the terms of this promissory note.
In connection with its acquisition of Caribe, on March 6, 1998, Aviation
Sales Manufacturing & Repair Company, a subsidiary of the Company, delivered a
promissory note in the original principal amount of $5.0 million, which note was
guaranteed by the Company, to the seller. The note is payable over a two year
period with interest at the rate of 8% per annum.
During the six month period ended June 30, 1998, the Company incurred
capital expenditures of approximately $7.9 million, primarily to make
enhancements to the Company's management information systems, telecommunication
systems and other capital equipment and improvements. The Company's current
management information system is not Year 2000 compliant. The Company is
currently implementing a new management information system, which among other
things, management believes will allow the Company to continue to maintain its
competitive advantage resulting from the availability of information regarding
its market and will mitigate any Year 2000 issues currently inherent in the
Company's existing systems. The cost of the new MIS system is expected to be
approximately $8.0 million, which will be incurred over approximately a two year
period. Financing for the new system will be provided from operations and from
borrowings under the Credit Facility.
Additionally, AVS is actively considering the prospect of consolidating
several of its facilities into a single warehouse facility. The anticipated cost
of such facility is expected to be approximately $30.0 million, which will be
funded either through an operating lease with the developer of the facility or
from future borrowings obtained for the purpose of developing the facility. No
definitive agreements to finance the development of the new facility have been
entered into to date.
As part of its growth strategy, the Company intends to continue to pursue
acquisitions of bulk inventories of aircraft spare parts and complementary
businesses. Financing for such activities would be provided from operations and
from borrowings under the Credit Facility. The Company may also in the future
issue additional debt and/or equity securities in connection with financing one
or more of its activities. The Company believes that cash flow
-19-
<PAGE>
from operations and borrowing availability under the Credit Facility will be
sufficient to satisfy the Company's anticipated working capital requirements
over the next twelve months.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
-20-
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 6, 1998, the Company issued to Benito Quevedo and
Damaris Quevedo a total of 182,143 shares of the Company's
common stock as part of the purchase price for the Company's
acquisition of all of the issued and outstanding shares of
Caribe and its wholly-owned subsidiary AIDI. Benito and Damaris
Quevedo, the stockholders of Caribe, received the shares of the
Company's common stock pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933,
as amended.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORMS 8-K
EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Indenture, dated February 17, 1998, among Aviation Sales
Company, certain of its subsidiaries and SunTrust Bank Central
Florida, National Association, Trustee (incorporated by
reference from the Company's Registration Statement on Form S-4,
dated March 26, 1998, File No. 333-48669).
10.1 Agreement and Plan of Merger dated as of March 26, 1998 by and
among Aviation Sales Company, WHC Acquisition Corp. and
Whitehall Corporation (incorporated by reference to the
Company's Registration Statement on Form S-4 filed April 30,
1998, File No. 333-31479).
10.2 Merger Agreement by and between Aviation Sales Company, The
Company/CAI Merger Corp., Caribe Aviation, Inc., ("Caribe"),
Aircraft Interior Design, Inc. and
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<PAGE>
the shareholders of Caribe, dated as of February 12, 1998
(incorporated by reference from the Company's Current Report on
Form 8-K filed March 18, 1998).
10.3 Registration Rights Agreement, dated as of February 17, 1998,
among Aviation Sales Company, certain of its subsidiaries and
Salomon Brothers, Inc., BT Alex. Brown Incorporated and Citicorp
Securities (incorporated by reference from the Company's
Registration Statement on Form S-4, dated March 26, 1998, File
No. 333-48669).
27 Financial Data Schedule
REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the second quarter of 1998.
-22-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AVIATION SALES COMPANY DATE
By: /S/ JOSEPH E. CIVILETTO July 29, 1998
----------------------------------
Joseph E. Civiletto, Vice President
and Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
-23-
<PAGE>
EXHIBIT INDEX
EXHIBIT
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,201,934
<SECURITIES> 0
<RECEIVABLES> 71,432,945
<ALLOWANCES> 3,841,985
<INVENTORY> 188,513,310
<CURRENT-ASSETS> 265,835,826
<PP&E> 37,038,476
<DEPRECIATION> 6,896,574
<TOTAL-ASSETS> 368,828,566
<CURRENT-LIABILITIES> 74,613,650
<BONDS> 179,556,282
0
0
<COMMON> 9,580
<OTHER-SE> 112,885,914
<TOTAL-LIABILITY-AND-EQUITY> 368,828,566
<SALES> 168,906,895
<TOTAL-REVENUES> 173,574,304
<CGS> 122,170,411
<TOTAL-COSTS> 122,170,411
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,140,190
<INCOME-PRETAX> 15,007,648
<INCOME-TAX> 5,819,686
<INCOME-CONTINUING> 9,187,962
<DISCONTINUED> 0
<EXTRAORDINARY> 598,671
<CHANGES> 0
<NET-INCOME> 8,589,291
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.89
</TABLE>
