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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission File Number: 0-29490
HAWKER PACIFIC AEROSPACE
(Exact name of registrant as specified in its charter)
California 95-3528840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11240 Sherman Way, Sun Valley, California 91352
(Address of principal executive offices) (Zip Code)
(818) 765-6201
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark 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 reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
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The number of shares of the registrant's common stock outstanding on November
11, 1999, was 5,822,222 shares.
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HAWKER PACIFIC AEROSPACE
First Amendment to 10-Q for period ended June 30, 1999
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During October 1999, the Company's senior lender, Heller Financial, Inc., and
NMB-Heller Limited (collectively, "Heller"), notified Hawker Pacific that it had
undercharged the Company by $425,000 in interest during the period from April 1
through September 30, 1999. This amount was properly reclassified back to the
second and third quarters, requiring this restatement of the Company's second
quarter report.
$195,000 of the amount undercharged by Heller is attributable to the second
quarter. Net of tax, the Company's net loss for the quarter increased by
$122,000 ($0.02 per share). The following table summarizes the effect on the
Company's Statements of Operations.
<TABLE>
<CAPTION>
US$ thousands, except per share 3 months ended 6/30/99 6 months ended 6/30/99
- -----------------------------------------------------------------------------------------------------
As reported As restated As reported As restated
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<S> <C> <C> <C> <C>
Interest expense $ 1,320 $ 1,515 $ 2,461 $ 2,656
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Net loss ($2,860) ($2,982) ($2,820) ($2,942)
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Loss per share: basic and diluted ($0.49) ($0.51) ($0.48) ($0.51)
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</TABLE>
Attached are all four restated financial statements. No other changes are
required for the Company's financial statement Notes, Management's Discussion
and Analysis, or Part II, Other Information.
SIGNATURES
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.
HAWKER PACIFIC AEROSPACE
Date: November 11, 1999 By /s/ Philip M. Panzera
_____________________________
Philip M. Panzera
Executive Vice President
(Principal Financial and Accounting Officer)
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HAWKER PACIFIC AEROSPACE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
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<S> <C> <C>
Current assets
Cash $ 1,784,000 $ 560,000
Trade accounts receivable, net 9,824,000 12,303,000
Other receivables 79,000 114,000
Inventories 22,812,000 21,645,000
Prepaid expenses 550,000 617,000
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Total current assets 35,049,000 35,239,000
Equipment and leasehold improvements, net 7,946,000 9,298,000
Exchange assets, net 40,490,000 37,877,000
Deferred taxes 3,584,000 1,916,000
Deferred financing costs 839,000 798,000
Construction in progress 5,429,000 982,000
Other assets 720,000 1,127,000
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Total assets $94,057,000 $87,237,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $12,466,000 $12,171,000
Accrued liabilities 5,625,000 3,698,000
Line of credit 51,816,000 37,185,000
Current portion of notes payable 6,124,000 11,280,000
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Total current liabilities 76,031,000 64,334,000
Long-term debt 2,500,000 2,500,000
Shareholders' equity 15,526,000 20,403,000
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Total liabilities and shareholders' equity $94,057,000 $87,237,000
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</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
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HAWKER PACIFIC AEROSPACE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30
------------------------------
<S> <C> <C>
1999 1998
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Revenue $ 17,395,000 $17,372,000
Cost of revenue 18,099,000 13,632,000
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Gross margin (704,000) 3,740,000
Selling, general and administrative expense 2,524,000 2,228,000
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Income (loss) from operations (3,228,000) 1,512,000
Interest expense (1,515,000) (801,000)
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Income (loss) before income taxes (4,743,000) 711,000
Income tax expense (benefit) (1,761,000) (254,000)
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Net income (loss) ($ 2,982,000) $ 965,000
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</TABLE>
Earnings (loss) per common share - basic ($ 0.51) $ 0.17
Earnings (loss) per common share - diluted ($ 0.51) $ 0.16
Number of shares - basic 5,822,222 5,822,222
Number of shares - diluted 5,822,222 6,023,152
See accompanying Notes to Condensed Consolidated Financial Statements
in the Company's Quarterly Report for the period ended June 30, 1999
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HAWKER PACIFIC AEROSPACE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30
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1999 1998
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<S> <C> <C>
Revenue $ 33,590,000 $31,039,000
Cost of revenue 30,896,000 24,102,000
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Gross margin 2,694,000 6,937,000
Selling, general and administrative expense 4,717,000 4,090,000
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Income (loss) from operations (2,023,000) 2,847,000
Interest expense (2,656,000) (1,449,000)
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Income (loss) before income taxes (4,679,000) 1,398,000
Income tax expense (benefit) (1,737,000) 5,000
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Net income (loss) ($ 2,942,000) $ 1,393,000
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</TABLE>
Earnings (loss) per common share - basic ($ 0.51) $ 0.26
Earnings (loss) per common share - diluted ($ 0.51) $ 0.25
Number of shares - basic 5,822,222 5,420,012
Number of shares - diluted 5,822,222 5,573,074
See accompanying Notes to Condensed Consolidated Financial Statements
in the Company's Quarterly Report for the period ended June 30, 1999
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HAWKER PACIFIC AEROSPACE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30
---------------------------------
1999 1998
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<S> <C> <C>
Operating Activities
Net income ($ 2,942,000) $ 1,393,000
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Deferred income taxes (1,668,000) (12,000)
Depreciation 816,000 637,000
Amortization 1,272,000 657,000
Other non-cash items (85,000) --
Changes in operating assets and liabilities:
Accounts receivable and other receivables 2,514,000 (6,900,000)
Inventory (1,167,000) (3,669,000)
Other Assets 407,000 587,000
Prepaid expenses 67,000 (396,000)
Accounts payable 295,000 (1,979,000)
Deferred revenue 2,900,000 690,000
Accrued liabilities (973,000) 3,341,000
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Cash provided by (used in) operating activities 1,436,000 (5,651,000)
Investing Activities
Purchase of equipment, leasehold improvements and landing gear (5,200,000) (5,360,000)
Payments for construction in progress (4,447,000) --
Purchase of equipment and rotables from British Airways -- (18,887,000)
Purchase of inventory from British Airways -- (1,962,000)
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Cash used in investing activities (9,647,000) (26,209,000)
Financing Activities
Borrowings under bank note -- 13,285,000
Principal payments on bank notes (5,156,000) (1,551,000)
Borrowings on line of credit 15,694,000 11,905,000
Payments on line of credit (1,062,000) (9,964,000)
Proceeds from equity offering -- 20,800,000
Deferred offering costs (130,000) (1,966,000)
Deferred acquisition and loan fee expenses 89,000 (235,000)
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Cash provided by financing activities 9,435,000 32,274,000
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Increase in cash 1,224,000 414,000
Cash, beginning of period 560,000 160,000
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Cash, end of period $ 1,784,000 $ 574,000
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Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 991,000 $ 1,391,000
Income taxes 3,000 --
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
in the Company's Quarterly Report for the period ended June 30, 1999
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HAWKER PACIFIC AEROSPACE
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Common Stock Other
--------------------------- Accumulated Comprehensive
# of Shares Amount Deficit Income (Loss) Total
----------- ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Balances at
December 31, 1998 5,822,222 $21,108,000 ($941,000) $ 236,000 $20,403,000
Net loss (2,942,000) (2,942,000)
Foreign currency
translation adjustment (1,935,000) (1,935,000)
------------
Comprehensive loss (4,877,000)
--------- ----------- ----------- ------------- ------------
Balances at
June 30, 1999 5,822,222 $21,108,000 ($3,883,000) ($1,699,000) $15,526,000
========= =========== =========== ============= ============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
in the Company's Quarterly Report for the period ended June 30, 1999
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