FIRST AVIATION SERVICES INC
8-K, EX-99.2, 2000-12-06
AIRCRAFT ENGINES & ENGINE PARTS
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                   FIRST AVIATION ANNOUNCES RECORD REVENUE AND
                                  GROSS PROFIT


WESTPORT, CONNECTICUT, December 6, 2000 - First Aviation Services Inc. (NASDAQ:
FAVS), a leading provider of services to the aerospace industry worldwide, today
announced  record  quarterly  sales of $25.6  million and record gross profit of
$5.0 million.

Net sales increased 21.7% for the quarter ended October 31, 2000 from $21.1
million for the third  quarter of the prior year.  Gross  profit for the quarter
increased  27.3% from $3.9  million  reported  in the prior year.  Gross  margin
increased to 19.6% versus 18.7% for the third quarter of the prior fiscal year.

Mr. Michael C. Culver, President and CEO of First Aviation Services, noted that
"During  the quarter we  experienced  sales and gross  profit  growth in all our
product lines. We are especially  pleased to see continued  improvement in gross
margin."

The Company's net loss from continuing operations for the quarter ended October
31, 2000 was $0.05 per share compared to a net loss from  continuing  operations
of $0.03 per share for the same period of the prior fiscal year.  Excluding  the
loss from AeroV,  its  e-commerce  subsidiary,  and certain out of the  ordinary
legal expenses, the Company earned $0.01 per share for the quarter.

For the nine months ended October 31, 2000, net sales increased 19.7% to $70.9
million  versus $59.2 million  reported for the  comparable  period of the prior
year.  Gross profit over the same time period  increased  24.9% to $14.0 million
from $11.2 million, while gross margin increased to 19.7% from 18.9%.

The Company's net loss from continuing operations for the nine months ended
October 31, 2000 was $0.11 per share  compared to a net loss of $0.06 per share,
before a  non-recurring  charge,  for the same period of the prior  fiscal year.
Without the  expenses  associated  with  AeroV,  start-up  expenses  incurred in
connection with the Company's Asia Pacific and European  operations,  as well as
certain legal expenses related to legacy matters, the Company estimates that its
net income for the nine months ended  October 31, 2000 would have been $0.06 per
share,  an  improvement  of $0.12  per share  over the same  period of the prior
fiscal year.

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Results of operations for the three and nine months ended October 31, 1999 have
been restated in order to reflect the disposition of a former subsidiary. During
the three  months ended  October 31, 2000 the Company had net income  related to
the discontinued operation of approximately $1.0 million, or $0.13 per share, as
a result of the  finalization of income taxes relating to the sale. In the third
quarter  of the  prior  fiscal  year,  income  from the  discontinued  operation
amounted to $1.9 million or $0.21 per share.

Mr. Culver added, "We have continued to demonstrate our ability to grow while
maintaining   one  of  the  strongest   balance  sheets  in  the  sector.   With
approximately  $35 million of cash, or $4.50 per share, and credit facilities in
place, we are in a position to enhance value through opportunistic  acquisitions
and continued investment in new service offerings and international expansion."

First Aviation, located in Westport, Connecticut is a worldwide leader in
providing  services  to  aircraft  operators  of some of the  most  widely  used
military,  commercial and general  aviation  aircraft.  Its  operations  include
Aerospace Products International (API) and AeroV Inc. (AeroV).

API, based in Memphis, Tennessee, is a leader in the supply of aerospace
products  and  services   worldwide.   In  addition  to  the  product  lines  it
distributes,  API offers logistics services and overhaul and repair services for
brakes and starter/generators and builds custom hose assemblies.  With locations
in the U.S., Canada and Asia Pacific, plus global partners throughout the world,
API  continues  to be the fastest  growing  supplier of  aviation  products  and
inventory  management  solutions  in the  industry.  AeroV,  based in  Westport,
Connecticut,  is a mission-critical  procurement platform developed  exclusively
for the  aerospace  industry  that  delivers  value to every  user,  providing a
practical  tool for  capturing  the benefits of  e-commerce  without  disrupting
current  business  practices and  processes.  The AeroV System  integrates  with
legacy systems,  giving every company the ability to communicate using full SPEC
2000 and ANSI X.12 messaging without costly set-up fees or downtime.

The Company will host a conference call to discuss third quarter earnings on
December  7,  2000 at  10:00  am EST.  Interested  parties  should  call 1 (800)
865-4435 before 9:45 am EST on December 7, 2000.

More information about First Aviation can be found on the World Wide Web at
http://www.firstaviation.com and apiparts.com and aerov.com.


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Forward-Looking Statements

Information included in this release may contain forward-looking statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements are not statements of historical  facts,  but rather
reflect the Company's current expectations concerning future events and results.
Such  forward-looking  statements,  including  those  concerning  the  Company's
expectations,  involve known and unknown risks, uncertainties and other factors,
some of which are beyond the  Company's  control,  that may cause the  Company's
actual  results,  performance  or  achievements,  or  industry  results,  to  be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such  forward-looking  statements.  In  evaluating  such
statements   as  well  as  the  future   prospects  of  the  Company,   specific
consideration  should  be given to  various  factors,  including  the  Company's
ability to obtain parts from its principal  suppliers on a timely basis,  market
conditions,  the ability to consummate  suitable  acquisitions,  and other items
that are beyond the  Company's  control and may cause  actual  results to differ
from management's expectations.

                                      # # #

Contact:      John A. Marsalisi
              Vice President & Chief Financial Officer
              First Aviation Services Inc.
              (203) 291-3303

(See attached financial information)


<PAGE>



                          First Aviation Services Inc.

                 Consolidated Condensed Statements of Operations
                    (in thousands, except per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                Three Months                   Nine Months
                                                                               Ended October 31,             Ended October 31,
                                                                             2000            1999           2000           1999
                                                                          ---------      ---------       ---------      ---------
<S>                                                                       <C>            <C>             <C>            <C>
Net sales                                                                 $  25,628      $  21,053       $  70,856      $  59,175
Cost of sales                                                                20,616         17,115          56,876         47,984
                                                                          ---------      ---------       ---------      ---------
Gross profit                                                                  5,012          3,938          13,980         11,191
Selling, general and administrative expenses                                  4,494          3,422          12,922         10,037
E-commerce initiative                                                           582              -           1,218              -
                                                                          ---------      ---------       ---------      ---------
Operating income before corporate expenses and
   non-recurring charge                                                         (64)           516            (160)         1,154
Corporate expenses                                                              876            440           2,452          1,603
Non-recurring charge                                                              -            410               -            410
                                                                          ---------      ---------       ---------      ---------
Operating loss from continuing operations                                      (940)          (334)         (2,612)          (859)
Net interest income (expense) and other                                         321           (152)          1,218           (448)
Minority interest in subsidiaries                                                61             (7)             40            (31)
                                                                          ---------      ---------       ---------      ---------
Loss before benefit for income taxes                                           (558)          (493)         (1,354)        (1,338)
Benefit for income taxes                                                        192            197             510            535
                                                                          ---------      ---------       ---------      ---------
Net loss from continuing operations                                            (366)          (296)           (844)          (803)
Net income from discontinued operation, net of provision for income
   taxes of $-, $391, $- and $645, for the three and nine months
   ended October 31, 2000 and 1999, respectively.                               979          1,890             979          5,170
                                                                          ---------      ---------       ---------      ---------
Net income                                                                $     613      $   1,594       $     135      $   4,367
                                                                          =========      =========       =========      =========
Basic net income (loss) per common share and net income
   (loss) per share - assuming dilution:

Net loss from continuing operations per common share                      $   (0.05)     $   (0.03)      $   (0.11)     $   (0.09)
Net income from discontinued operation per common share                        0.13           0.21            0.13           0.57
                                                                          ---------      ---------       ---------      ---------
Basic net income per common share and net income per common
share - assuming dilution                                                 $    0.08      $    0.18       $    0.02     $     0.48
                                                                          =========      =========       =========     ==========
Shares used in computation of net income per common share and
     net income per common share - assuming dilution                      7,687,661      9,016,039       7,784,426      9,008,448
                                                                          =========      =========       =========      =========

</TABLE>

<PAGE>


                          First Aviation Services Inc.

                      Consolidated Condensed Balance Sheets
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                     October 31,       January 31,
                                                                        2000               2000
                                                                    -----------        -----------
                                                                     (unaudited)            *
<S>                                                                 <C>                <C>
Assets
Current assets:
   Cash and cash equivalents                                        $    34,932        $    50,104
   Trade receivables, net                                                16,368             13,810
   Inventories                                                           19,985             14,142
   Deferred income taxes, prepaid expenses and other                      3,886              2,582
                                                                    -----------        -----------
Total current assets                                                     75,171             80,638

Plant and equipment, net                                                  6,170              3,980
Goodwill, net                                                             1,725              1,774
                                                                    -----------        -----------
Total assets                                                        $    83,066        $    86,392
                                                                    ===========        ===========

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                 $    12,195        $     8,264
   Other accrued liabilities                                              3,915              7,908
   Income taxes payable                                                   1,683              6,858
   Revolving line of credit and current portion of
      obligations under capital leases                                   11,764                163
                                                                    -----------        -----------
Total current liabilities                                                29,557             23,193

Revolving line of credit                                                  -                  7,900
Minority interest                                                         1,170              1,041
Obligations under capital leases                                            214                115
                                                                    -----------        -----------
Total liabilities                                                        30,941             32,249

Stockholders' equity:
   Common stock                                                              91                 91
   Additional paid-in capital                                            38,736             38,615
   Retained earnings                                                     21,442             21,306
   Treasury stock                                                        (8,144)            (5,869)
                                                                    -----------        -----------
Total equity                                                             52,125             54,143
                                                                    -----------        -----------
                                                                    $    83,066        $    86,392
                                                                    ===========        ===========
</TABLE>

*Balances were derived from the audited balance sheet as of January 31, 2000.

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