UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 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 No. 333-59359
FINE AIR SERVICES CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0838357
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2261 N.W. 67TH AVENUE
BUILDING 700
MIAMI, FLORIDA 33122
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(305) 871-6606
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NONE
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(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 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 [ ]
The number of shares outstanding of the issuer's Common Stock, par
value $.01 per share, as of September 30, 1999, was 3,000.
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FINE AIR SERVICES CORP.
FORM 10-Q
INDEX
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1998 and September 30, 1999 (unaudited)............................3
Consolidated Statements of Operations for the Three and Nine Months Ended
September 30, 1998 and 1999 (unaudited)...........................................................................4
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1999 (unaudited)...........................................................................5
Notes to Consolidated Financial Statements (unaudited)............................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................10
PART II OTHER INFORMATION
Item 1. Legal Proceedings.....................................................................................16
Item 6. Exhibits and Reports on Form 8-K......................................................................17
SIGNATURES ......................................................................................................18
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FINE AIR SERVICES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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SEPTEMBER 30, DECEMBER 31,
1999 1998
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(unaudited)
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ASSETS
Current assets:
Cash and cash equivalents............................................ $ 2,519,136 $124,632,274
Investment securities................................................ 28,549 49,577
Accounts receivable, net of allowance for losses of $2,281,000 and
$1,608,000, respectively........................................... 25,330,176 12,240,690
Loans receivable, current portion.................................... 5,703,253 2,470,757
Interest receivable.................................................. 427,516 --
Expendable parts..................................................... 537,736 302,325
Prepaid expenses and other current assets............................ 2,213,071 487,287
Aircraft parts inventory............................................. 35,813,315 --
------------ ------------
Total current assets............................................... 72,572,752 140,182,910
------------ ------------
Property and equipment:
Flight equipment..................................................... 216,287,534 91,339,013
Other................................................................ 21,459,284 36,013,106
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237,746,818 127,352,119
Less accumulated depreciation and amortization....................... (60,533,236) (44,892,542)
------------ ------------
Net property and equipment........................................... 177,213,582 82,459,577
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Other assets:
Restricted cash...................................................... 313,794 303,504
Accounts receivable from related party............................... 4,609,428 3,849,707
Loans and accounts receivable, less current portion.................. 11,826,255 9,351,084
Aircraft and engines held for sale................................... 27,528,072 --
Deposits and other assets............................................ 1,566,909 1,594,731
Operating certificate and route authorities, net..................... 4,833,333 --
Deferred debt issuance costs, net.................................... 5,979,463 6,316,209
------------ ------------
Total assets $306,443,588 $244,057,722
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................... $ 8,586,733 $ 4,186,345
Interest payable..................................................... 6,501,041 1,653,248
Accrued expenses..................................................... 30,997,047 5,750,111
Other debt, current portion.......................................... 301,255 --
Capital lease obligation, current portion............................ 190,033 135,445
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Total current liabilities.......................................... 46,556,079 11,725,149
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Capital lease obligation, less current portion.......................... 135,363 81,752
Line of credit.......................................................... 38,924,815 --
9-7/8% Senior Notes due 2008............................................ 190,000,000 190,000,000
Other debt, less current portion........................................ 401,244 --
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Total liabilities.................................................. 276,017,501 201,806,901
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Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value; 3,000 shares authorized, issued and
outstanding........................................................ 30 30
Retained earnings.................................................... 30,440,612 42,244,318
Net unrealized holding (loss) gain on investment securities.......... (14,555) 6,473
------------ ------------
Total stockholders' equity......................................... 30,426,087 42,250,821
------------ ------------
Total liabilities and stockholders' equity......................... $306,443,588 $244,057,722
============ ============
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
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FINE AIR SERVICES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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1999 1998 1999 1998
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Revenues:
Scheduled cargo services.......... $32,811,672 $18,912,853 $ 85,737,941 $55,703,530
ACMI and charter services......... 14,413,020 7,996,195 32,326,722 24,051,398
Repairs, training and other....... 5,962,554 670,890 12,594,163 1,688,703
----------- ----------- ------------ -----------
Total operating revenues........ 53,187,246 27,579,938 130,658,826 81,443,631
----------- ----------- ------------ -----------
Operating expenses:
Flying operations................. 15,123,454 10,081,268 37,959,319 29,708,849
Aircraft and traffic servicing.... 5,182,662 3,171,880 14,151,515 8,673,464
Maintenance....................... 11,415,150 5,029,063 26,154,665 13,101,583
General and administrative........ 7,622,299 4,592,878 19,583,690 13,166,538
Selling........................... 2,458,552 1,563,781 6,535,703 4,454,714
Cost of sales-aircraft parts...... 3,963,845 0 5,702,493 0
Depreciation and amortization..... 6,258,272 3,264,398 16,207,643 9,457,629
----------- ----------- ------------ -----------
Total operating expenses........ 52,024,284 27,703,268 126,295,028 78,562,777
----------- ----------- ------------ -----------
Operating income (loss)......... 1,163,012 (123,330) 4,363,798 2,880,854
----------- ----------- ------------ -----------
Other income (expense):
Interest income................... 157,475 2,110,543 2,040,355 2,940,221
Interest expense.................. (5,771,066) (4,859,541) (15,822,804) (7,403,077)
Gain on insurance settlement...... - - 3,388,574
Other, net........................ (91,244) 7,677 (419,059) (116,890)
----------- ----------- ------------ -----------
Total other, net................ (5,704,835) (2,741,321) (14,201,508) (1,191,172)
----------- ----------- ------------ -----------
Net (loss) income................. $(4,541,823) $(2,864,651) $(9,837,710) $1,689,682
=========== =========== =========== ==========
Net (loss) income per common share -
basic............................. $ (1,513.94) $ (954.88) $ (3,279.24) $ 563.23
=========== =========== =========== ==========
Weighted average number of common
shares outstanding................ 3,000 3,000 3,000 3,000
=========== =========== =========== ==========
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The accompanying notes are an integral part of these financial statements
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FINE AIR SERVICES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1999 1998
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Cash flows from operating activities:
Net (loss) income......................................................... $ (9,837,710) $ 1,689,682
Adjustments to reconcile net (loss)income to net cash (used in) provided by
operating activities:
Extraordinary gain on repurchase of Senior Notes (165,520)
Depreciation and amortization........................................... 16,207,643 9,457,629
Amortization of deferred debt issuance costs............................ 601,098 344,078
Bad debt expense........................................................ 672,842 352,359
Changes in operating assets and liabilities:
Accounts receivable................................................... (14,522,049) (1,710,030)
Interest receivable................................................... (427,516)
Expendable parts...................................................... (235,411) 176,625
Prepaid expenses and other assets..................................... (1,051,769) (958,366)
Aircraft parts inventory.............................................. 1,102,422
Accounts payable...................................................... 4,400,388 (812,674)
Interest payable...................................................... 4,847,793 5,088,568
Accrued expenses...................................................... 1,013,205 (94,972)
Other liabilities..................................................... (230,000)
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Total adjustments................................................... 12,608,646 11,447,697
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Net cash (used in) provided by operating activities................. 2,770,936 13,137,379
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Cash flows from investing activities:
Acquisition (Note 6) ..................................................... (113,800,000) --
Purchases of property and equipment....................................... (43,082,469) (27,337,214)
Increase in restricted cash............................................... (10,290) (17,601)
Increase in loans receivable.............................................. (5,707,667) (700,000)
Principal payments on notes receivable.................................... 349,111 319,383
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Net cash used in investing activities................................... (162,251,315) (27,735,432)
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Cash flows from financing activities:
Proceeds from long-term debt.............................................. 702,469 212,000,000
Proceeds from line of credit.............................................. 38,924,815 --
Deferred debt issuance costs.............................................. (264,352) (6,702,413)
Principal payments on long-term debt...................................... (50,584,675)
Distributions to stockholders............................................. (1,965,996) (4,024,917)
Payments of capital lease obligations..................................... (103,018) (107,563)
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Net cash provided by financing activities........................... 37,293,918 150,580,432
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(Decrease) increase in cash and cash equivalents............................. (122,113,138) 135,982,379
Cash and cash equivalents, beginning of period............................... 124,632,274 2,276,912
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Cash and cash equivalents, end of period..................................... $ 2,519,136 $138,259,291
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The accompanying notes are an integral part of these financial statements
5
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FINE AIR SERVICES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
1. OPERATIONS AND BASIS OF PRESENTATION
Fine Air Services Corp. and subsidiaries (the "Company") is primarily
engaged in interstate, overseas and foreign charter and scheduled air
transportation of cargo and mail pursuant to authority granted by the United
States Department of Transportation and operates in the United States, South and
Central America, and the Caribbean. The Company has worldwide charter authority
granted by the United States Department of Transportation and is also engaged in
aircraft leasing, repair and maintenance and parts sales.
The consolidated financial statements include the accounts of Fine Air
Services Corp. and its wholly- owned subsidiaries, Fine Air Services, Inc.
("Fine Air"), Agro Air Associates, Inc. ("Agro Air"), Arrow Air, Inc. ("Arrow
Air"), and Fine/AAA Interair, Inc. ("Fine/AAA"). Fine/AAA was incorporated to
sell and distribute aircraft spare parts to third parties and to support the
operating subsidiaries of the Company. All significant intercompany accounts and
transactions have been eliminated.
The accompanying unaudited consolidated financial statements were
prepared in accordance with generally accepted accounting principles for interim
financial information and the rules and regulations of the Securities and
Exchange Commission (the "SEC"). The unaudited consolidated interim financial
information reflects all normal recurring adjustments, which are, in the opinion
of management, necessary for a fair representation of the interim unaudited
consolidated financial statements. The balance sheet at December 31, 1998
included herein has been derived from the audited financial statements at that
date but does not include all of the information and footnotes required by
generally accepted accounting principles for completed financial statements.
These interim results of operations for the three months and nine months ended
September 30, 1999 and 1998 are not necessarily indicative of results that may
be expected for the full fiscal years. The unaudited consolidated financial
statements herein should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
The accounting policies followed for interim financial reporting are
the same as those disclosed in Note 2 of the Notes to the Company's consolidated
financial statements for the year ended December 31, 1998.
2. EARNINGS PER SHARE
Basic earnings or loss per common share is computed by dividing income
or loss by the weighted average number of common shares outstanding. During the
periods ended September 30, 1999 and 1998, there were no dilutive securities
outstanding.
3. INCOME TAXES
The Company has elected to be taxed as an S corporation and each of
Fine Air, Agro Air, Arrow Air, and Fine/AAA have elected to be taxed as a
qualified sub-chapter S subsidiary under provisions of the Internal Revenue
Code. Accordingly, the Company is not subject to Federal and State income taxes.
Instead, the taxable income is included in the individual income tax returns of
the stockholders.
The Company's tax returns for the years ended December 31, 1995, 1996,
and 1997 are currently under examination by the Internal Revenue Service. The
examination relates specifically to the Company's treatment of certain repairs
and maintenance, including safety checks mandated by the Federal Aviation
Administration, as expenses for tax purposes. Should the Internal Revenue
Service take the position that these costs should have been capitalized and
subsequently depreciated, a substantial assessment to the shareholders could
result. In such case, the Company would make a distribution to the shareholders
in the amount of any such assessment. Because the
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examination is in process, the amount of an assessment, if any, is not presently
determinable. The Company believes that its treatment of such costs as
deductible for tax purposes is proper and is prepared to defend its position
vigorously, if it becomes necessary.
4. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK
For the nine month period ended September 30, 1999 no customer
accounted for more than 10% of total revenues. For the nine month period ended
September 30, 1998 sales to the Company's largest ACMI customer accounted for
10.0% of total operating revenues. This customer also accounted for 24.3% and
29.0% of accounts and loans receivable at September 30, 1999 and December 31,
1998, respectively.
On March 31, 1998, the Company and its largest ACMI customer entered
into a security agreement, whereby the customer granted the Company an
unconditional and continuing security interest in all of the customer's tangible
and intangible assets (the "Collateral"). Subsequently, the stockholders of this
customer pledged 100% of their common stock as additional collateral. The
Company has historically offered extended payment terms to this customer. It is
management's intent to continue to provide this customer with sufficient
aircraft so that the customer is able to operate at the same or at an increased
level of operations. Management believes that the Collateral is sufficient to
ensure the recoverability of the customer's accounts and note receivable
balances. The Company holds a note receivable from this customer in the amount
of $3,220,000 as of September 30, 1999.
5. RELATED PARTY TRANSACTIONS
By December 31, 1999, the Company will be required to install hushkits
on the pre-Acquisition fleet of 14 DC-8 aircraft to comply with noise abatement
regulations issued by the Federal Aviation Administration (the "FAA"). During
September 1998, the Company entered into a Consent Agreement with the FAA
whereby the Company is required to physically hushkit its aircraft in accordance
with an accelerated schedule; six planes were required to be hushkitted by
December 31, 1998, an additional three planes were required to be hushkitted by
March 31, 1999 and another three by August 31, 1999. As of November 15, 1999,
the Company was in compliance with the Consent Agreement.
Management intends to continue to purchase at least 16 hushkits
(including 14 for its existing DC-8 aircraft and two spares) from Quiet
Technology Venture, Ltd. ("QTV"), an entity in which its stockholders have a
controlling interest. As of December 31, 1998 and September 30, 1999, the
Company had cumulative advances, net of amounts capitalized for hushkits
installed, to QTV of $27,139,000 and $7,533,000 respectively, for the
manufacture of hushkits on its behalf. Such advances represent the cost basis of
the hushkits manufactured (including finished goods, work-in- process and raw
materials) but not yet installed. The costs of the hushkits noted above have
been recorded by the Company as rotable parts within property and equipment
since QTV has deeded title for all such hushkits and related parts to the
Company. The Company estimates that the average cost of such hushkits will be
approximately $2.75 million. Depreciation commences on the hushkits when they
are installed on the aircraft. QTV is currently the only supplier of the type of
hushkit required for certain of the Company's DC-8 aircraft.
For the nine months ended September 30, 1999 and 1998, the Company
recorded revenues (repairs, training and other) of approximately $760,000 and
$1,505,000, respectively, relating to work performed for QTV. At December 31,
1998 and September 30, 1999, $3,850,000 and $4,610,000, respectively, relating
to those revenues were included in accounts receivable, non-current. The
receivable outstanding as of September 30, 1999 is expected to be realized
through the purchase of hushkits produced by QTV.
6. ACQUISITION
On March 10, 1999, we purchased all of Arrow Air's operating assets and
certain additional assets of its affiliates, and on April 9, 1999, we purchased
100% of the common stock of Arrow Air. On July 13, 1999, we entered into an
agreement whereby we purchased from the Sellers additional engine modules for
$6.0 million and,
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in accordance with the terms of the original acquisition agreement, received
title to one DC-10 aircraft and one DC-8 aircraft. The acquisition of the common
stock of Arrow Air has been treated as an acquisition of a business and the
acquisition of the additional assets of Arrow Air's affiliates has been treated
as an asset purchase for financial reporting purposes. The aggregate purchase
price was $113.8 million in cash and the assumption of an estimated $24.2
million of liabilities. In connection with our acquisition of Arrow Air, we
acquired the following assets: 13 DC-8 and four L-1011 aircraft (including one
DC-8 and one L-1011 which currently are in passenger configuration), 132 spare
aircraft engines, inventories of aircraft and engine parts, equipment relating
to certain repair shops, and Arrow Air's operating certificates and route
authorities.
As of September 30, 1999, the Sellers remained obligated to repurchase
from the Company two of the DC-8 aircraft we acquired in the acquisition of
Arrow Air which are not critical to the operation of Arrow Air's business. On
October 15, 1999, the Company received $7.2 million from the Sellers for the
repurchase of these two DC-8 aircraft.
The aggregate purchase price of the Acquisition of $138.0 million
(consisting of $113.8 in cash and the assumption of an estimated $24.2 million
of liabilities) was accounted for as a purchase as such term is used under
generally accepted accounting principles. The following is a summary of the
assets acquired and liabilities assumed:
Purchase price allocation:
Inventories......................................... $ 36,916,000
Prepaid expenses and other assets .................. 646,000
Property and equipment.............................. 65,442,000
Aircraft held for sale.............................. 30,010,000
Operating certificate and route authorities......... 5,000,000
Accrued expenses.................................... (24,214,000)
------------
Net cash purchase price............................. $113,800,000
============
The final purchase price determination and allocation will be
contingent upon final assessment or appraisal of the fair value of the net
assets acquired, and the balance sheet of Arrow Air as it relates to certain
items being acquired or assumed as of the closing date.
7. SENIOR NOTES
On June 5, 1998, the Company consummated the sale of $200 million
9-7/8% Senior Notes due June 1, 2008. On August 14, 1998, the Company
repurchased $10 million face value of the Senior Notes. Interest on the Senior
Notes is payable on a semi-annual basis on June 1 and December 1 of each year,
commencing December 1, 1998. The Senior Notes are general unsecured obligations
of the Company and are fully and unconditionally guaranteed by the Company's
subsidiaries (the "Subsidiary Guarantors") on a joint and several basis.
8
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Separate financial statements of the Subsidiary Guarantors are not
presented because: (i) Fine Air Services Corp. is a holding company with no
independent operations; (ii) each of the Subsidiary Guarantors is a wholly-owned
subsidiary of the Company and together comprise all of the Company's direct and
indirect subsidiaries, and (iii) management has determined that such information
is not material to investors.
8. COMMITMENTS AND CONTINGENCIES:
The Company is required to install hushkits on its 24 DC-8 aircraft by
December 31, 1999 to comply with noise abatement regulations. As of November 15,
1999, hushkits had been installed on 19 DC-8 aircraft. The Company estimates
that the average cost of hushkits for the remaining five DC-8 aircraft will be
approximately $2.75 million per aircraft, and that the aggregate cost to the
Company to hushkit these remaining aircraft and to acquire two spare hushkits
will be approximately $19.4 million. The Company is purchasing a number of these
hushkits from a related party, as such related party currently is the only
supplier of the type of hushkit required for certain of the Company's DC-8
aircraft.
As a result of the August 7, 1997 accident involving one of the
Company's aircraft, the Company is currently subject to lawsuits brought by the
families of three of the individuals who perished and several businesses that
were affected by the accident and the Company is aware of other claims pending
which have not reached litigation. All such litigation is being defended by the
Company's insurance carrier, without reservation of rights, and the Company has
no reason to believe that its liability insurance coverage will not be
sufficient to cover all claims arising from the accident.
The U.S. Attorney's Office in Miami, Florida has been conducting an
investigation relating to the August 7, 1997 accident. The Company and one of
its ACMI customers who leased and loaded the subject aircraft and with whom the
Company operates a joint venture have been identified as subjects of the
investigation. The Company, several of its employees and one officer, Barry H.
Fine, the Company's President and Chief Executive Officer, have received
subpoenas, and two of the Company's employees have learned that they are targets
of this investigation. Although the Company does not believe, based on
information currently available to it, that this investigation will result in
any criminal convictions on the part of the Company or any of its employees, the
investigation has not yet been concluded and it is possible that the Company or
its employees may be criminally indicted. If the Company or any of its officers
or employees are indicted as a result of this investigation, the Company is
prepared to vigorously defend itself and any named employees in the trial
process; however, if so indicted, it is possible that the Company or any charged
employee could ultimately be assessed fines or face other penalties which could
be material or which could have a material effect on the Company, including, if
the Company is indicted, potentially causing it to be in default under one or
more of its debt agreements. In addition, the Company could be indirectly
affected by negative publicity related to charges of wrongdoing, if any, against
it, or any of its officers or employees.
In May 1999, following a major FAA inspection of the Company's
operations earlier this year, the FAA notified 11 of the Company's employees
that such employees are being investigated for alleged violations of FAA
regulations including falsification of certain maintenance records and failure
to perform required maintenance functions on three of the Company's aircraft. At
the time of the inspection, the three aircraft had recently undergone or were
undergoing heavy maintenance checks under one of the Company's repair station
certificates. To allay the FAA's concerns during the pendency of the
investigation, the Company voluntarily surrendered its 145 repair station
certificate to the FAA; however, the Company may continue to maintain its own
aircraft and the aircraft of other air carriers pursuant to its air carrier
operating certificate. The FAA's investigation may result in a finding that one
or more of the Company's employees violated FAA regulations. While the Company
is unable to determine whether the FAA will pursue an assessment against it as a
result of the findings of this investigation, the Company believes that any such
assessment would not have a material effect on it. In addition, the Company has
been informed that the U.S. Attorney's Office in Miami is also conducting an
investigation of the Company and approximately nine of its employees or former
employees in conjunction with these alleged violations. The Company has and will
continue to fully cooperate with the FAA and the U.S. Attorney's office during
their investigation. Although the Company does not believe, based on information
currently available to it, that this investigation will result in any criminal
convictions against the Company or any of its employees, the investigation
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has not yet been concluded and it is possible that the Company or any of these
individuals may be criminally indicted. If the Company or any of these
individuals are indicted as a result of this investigation, the Company is
prepared to vigorously defend itself and these individuals, as applicable, in
the trial process; however, it is possible that the Company or one or more of
these individuals could ultimately be assessed fines or face other penalties
which could be material or which could have a material effect on the Company,
including, if the Company is indicted, potentially causing it to be in default
under one or more of its debt agreements. In addition, the Company could be
indirectly affected by negative publicity related to charges of wrongdoing, if
any, against these individuals.
While the Company is from time to time involved in litigation in the
ordinary course of business, there are no material legal proceedings currently
pending against it or to which any of its property is subject other than set
forth above.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998
REVENUES.
Revenues increased 92.8% to $53.2 million in the third quarter of 1999
from $27.6 million in the third quarter of 1998, primarily due to increases in
revenues from scheduled cargo services of $13.9 million, repairs, training and
other of $5.3 million, and ACMI and charter services of $6.4 million. Total
block hours flown by the Company's fleet increased 58.0% to 9,393 in the third
quarter of 1999 from 5,946 in the third quarter of 1998 due primarily to the
acquisition of Arrow Air and related assets as described in Note 6 of Notes to
Financial Statements (the "Acquisition") which added ten DC-8 aircraft and
three L-1011 widebody aircraft to the Company's operating fleet.
Revenues from scheduled cargo services increased 73.5% to $32.8 million
in the third quarter of 1999 from $18.9 million in the third quarter of 1998,
due to increases in scheduled hours flown and average tons carried. Scheduled
hours increased 41.1% from 3,396 hours in the third quarter of 1998 to 4,792
hours in the third quarter 1999. Tons of freight transported increased 72.5% to
41,472 in the third quarter of 1999 from 24,048 in the third quarter of 1998,
primarily as a result of the introduction of L-1011 widebody aircraft service in
the first quarter of 1999 and the Acquisition.
Revenues from ACMI and charter services increased 80.0% to $14.4
million in the third quarter of 1999 from $8.0 million in the third quarter of
1998, due primarily to the Acquisition. Total block hours flown for ACMI and
charter services increased 80.4% to 4,601 in the third quarter of 1999 from
2,550 in the third quarter of 1998.
Revenues from repairs, training and other increased 751.1% to $6.0
million in the third quarter of 1999 from $671,000 in the third quarter of 1998,
primarily due to revenues of $4.3 million from the sale of aircraft parts and
rotable exchange fees. The aircraft parts business was acquired in connection
with the asset purchase component of the Acquisition. See Note 6 of Notes to
Financial Statements.
OPERATING EXPENSES.
Flying operations expenses increased 49.5% to $15.1 million in the
third quarter of 1999 from $10.1 million in the third quarter of 1998, due
primarily to an increase in hours flown and to a lesser extent an increase in
fuel and crew costs. As a percentage of total revenues, flying operations
expenses decreased to 28.4% in the third quarter of 1999 from 36.6% in the third
quarter of 1998 due to a change in the mix of total revenues primarily
attributed to the increase in repairs, training and other revenues as a
percentage of total revenues.
10
<PAGE>
Aircraft and traffic servicing expenses increased 62.5% to $5.2 million
in the third quarter of 1999 from $3.2 million in the third quarter of 1998, due
primarily to an increase in scheduled cargo tons carried. As a percentage of
total revenues, aircraft and traffic servicing expenses decreased to 9.8% in the
third quarter 1999 from 11.6% in the third quarter 1998, due to a change in the
mix of total revenues primarily attributed to the increase in repairs, training
and other revenues as a percentage of total revenues.
Maintenance expenses increased 128.0% to $11.4 million in the third
quarter of 1999 from $5.0 million in the third quarter of 1998, due primarily to
the Acquisition which added 13 aircraft to the operating fleet, increases in
field line maintenance associated with additional domestic ACMI revenues as well
as an increase in unscheduled line maintenance. As a percentage of total
revenues, maintenance expenses increased to 21.4% in the third quarter of 1999
from 18.1% in the third quarter of 1998.
General and administrative expenses increased 65.2% to $7.6 million in
the third quarter of 1999 from $4.6 million in the third quarter of 1998
primarily due to expenses associated with Arrow Air's operations. As a
percentage of total revenues, general and administrative expenses decreased to
14.3% in the third quarter of 1999 from 16.7% in the third quarter of 1998.
Selling expenses increased 56.3% to $2.5 million in the third quarter
of 1999 from $1.6 million in the third quarter of 1998, primarily as a result of
the Acquisition, increased commissions associated with the increase in scheduled
cargo revenue, and an increase in the provision of bad debt. As a percentage of
total revenues, selling expenses decreased to 4.7% in the third quarter of 1999
from 5.8% in the third quarter of 1998.
Cost of sales-aircraft parts totaled $4.0 million in the third quarter
of 1999 and consisted of the cost of spare parts sold and costs associated with
repairs, overhaul or certification of parts sold or exchanged.
Depreciation and amortization expenses increased 90.9% to $6.3 million
in the third quarter of 1999 from $3.3 million in the third quarter of 1998, due
primarily additional depreciation associated with increases in capitalized
maintenance cost, installation of Stage III hushkits, and aircraft acquired in
connection with the asset purchase component of the Acquisition. See Note 6 of
Notes to Financial Statements. As a percentage of total revenues, depreciation
and amortization expenses decreased slightly to 11.8% in the third quarter of
1999 from 12.0% in the third quarter of 1998.
OPERATING INCOME. Operating income increased to $1.1 million in the
third quarter of 1999 from $0.2 million loss in the third quarter of 1998. The
Company's operating margin increased to 2.1% in the third quarter of 1999 as
compared to a negative 0.7% in the third quarter of 1998.
INTEREST AND OTHER EXPENSE, NET. Interest and other expense, net,
increased $2.9 million in the third quarter of 1999 compared to the third
quarter of 1998. Interest income decreased $1.9 million as available interest
earning funds were used for the Acquisition. See Note 6 of Notes to Financial
Statements. Interest expense increased $0.9 million due to increased borrowing
under the revolving loan facility.
NET INCOME/LOSS. As a result of the above factors, the Company had a
$4.6 million net loss in the third quarter of 1999 compared to a $2.9 million
net loss in the third quarter of 1998
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998
REVENUES.
Revenues increased 60.2% to $130.6 million in the nine months of 1999
from $81.4 million in the nine months of 1998, primarily due to an increase in
revenues from scheduled cargo services of $30.0 million and repairs, training
and other of $10.9 million. Total block hours flown by the Company's fleet
increased 32.5% to 23,626 in the nine months of 1999 from 17,827 in the nine
months of 1998 primarily due to the Acquisition in the second quarter of 1999
which added significant lift capacity and market penetration.
11
<PAGE>
Revenues from scheduled cargo services increased 53.9% to $85.7 million
in the nine months of 1999 from $55.7 million in the nine months of 1998, due to
an increase in scheduled hours flown to existing markets and the acquisition of
Arrow Air. Scheduled hours-increased 33.5% from 9,578 hours in the nine months
of 1998 to 12,784 hours in the nine months of 1999. Tons of freight transported
increased 56.8% to 109,878 in the nine months of 1999 from 70,087 in the nine
months of 1998, primarily as a result of increased sales efforts by the
Company's domestic and international sales network, the addition of two new
markets subsequent to the nine months of 1998, the introduction of one L-1011
widebody aircraft in the first quarter of 1999 and the Acquisition.
Revenues from ACMI and charter services increased 34.0% to $32.3
Million in the nine months of 1999 from $24.1 million in the nine months of
1998, due primarily to the Acquisiton resulting in an increase in hours flown
and higher rates as a result of including widebody aircraft in ACMI operations.
Total block hours flown for ACMI and charter services increased 31.5% to 10,842
in the nine months of 1999 from 8,248 in the nine months of 1998.
Revenues from repairs, training and other increased 641.2% to $12.6
million in the nine months of 1999 from $1.7 million in the nine months of 1998,
primarily due to revenues from the sale and rotable exchanges of aircraft parts.
The aircraft parts business was acquired in connection with the asset purchase
component of the Acquisition. See Note 6 of Notes to Financial Statements.
OPERATING EXPENSES.
Flying operations expenses increased 27.9% to $38.0 million in the nine
months of 1999 from $29.7 million in the nine months of 1998, due primarily to
an increase in hours flown. As a percentage of total revenues, flying operations
expenses decreased to 29.1% in the nine months of 1999 from 36.4% in the nine
months of 1998 primarily due to a change in the mix of total revenues primarily
attributed to the increase in repairs, training and other revenues.
Aircraft and traffic servicing expenses increased 63.2% to $14.2
million in the nine months of 1999 from $8.7 million in the nine months of 1998,
due primarily to costs associated with an increase in scheduled cargo tons
carried. As a percentage of total revenues, aircraft and traffic servicing
expenses increased to 10.9% in the nine months 1999 from 10.7% in the nine
months 1998, due to a change in the mix of total revenues primarily attributed
to the increase in repairs, training and other revenues.
Maintenance expenses increased 100.0% to $26.2 million in the nine
months of 1999 from $13.1 million in the nine months of 1998, due primarily to
the Acquisition which added 13 aircraft to the operating fleet, increases in
field line maintenance associated with domestic ACMI revenues as well as an
increase in unscheduled line maintenance. As a percentage of total revenues,
maintenance expenses increased to 20.1% in the nine months of 1999 from 16.1% in
the nine months of 1998.
General and administrative expenses increased 48.5% to $19.6 million in
the nine months of 1999 from $13.2 million in the nine months of 1998, primarily
due to expenses associated with Arrow Air's operations. As a percentage of total
revenues, general and administrative expenses decreased to 15.0% in the nine
months of 1999 from 16.2% in the nine months of 1998.
Selling expenses increased 44.4% to $6.5 million in the nine months of
1999 from $4.5 million in the nine months of 1998, primarily as a result of
increased commissions associated with the increase in scheduled cargo revenue,
and increased personnel cost associated with the Acquisition. As a percentage of
total revenues, selling expenses decreased to 5.0% in the nine months of 1999
from 5.5% in the nine months of 1998 due to a change in the mix of total
revenues primarily attributed to the increase in repairs, training and other
revenues.
Cost of sales-aircraft parts totaled $5.7 million in the nine months of
1999 and consisted of the cost of the spare parts sold and any costs associated
with repairs, overhaul or certification of parts sold or exchanged.
12
<PAGE>
Depreciation and amortization expenses increased 70.5% to $16.2 million
in the nine months of 1999 from $9.5 million in the nine months of 1998, due
primarily to additional depreciation associated with increase in capitalized
maintenance costs, installation of Stage III hushkits and aircraft acquired in
connection with the asset purchase component of the Acquisition. See Note 6 of
Notes to Financial Statements. As a percentage of total revenues, depreciation
and amortization expenses increased to 12.4% in the nine months of 1999 from
11.7% in the nine months of 1998.
OPERATING INCOME. Operating income increased to $4.2 million in the
nine months of 1999 from $2.9 million in the nine months of 1998. The Company's
operating margin decreased to 3.2% in the nine months of 1999 from 3.4% in the
nine months of 1998 primarily as a result of an increase in operating expenses.
INTEREST AND EXPENSE INCOME, NET. Interest and other expense net
increased $13.0 million in the nine months of 1999 compared to the nine months
of 1998. Net interest expense increased $9.3 million in the nine months of 1999
due primarily to interest expense related to the $190 million of 9-7/8% Senior
Notes outstanding during the entire nine months ended September 30, 1999,
additional expense due to the increase borrowing under the revolving loan
facility and decrease in interest income resulting from the use of funds for the
Acquisition.
NET INCOME/LOSS. As a result of the above factors, the Company had a
net loss of $10.0 million in the nine months of 1999 compared to a net income of
$1.7 million in the nine months of 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company's primary source of liquidity
consisted of cash flows expected to be generated from operations, non core asset
sales, and the availability under the Company's $45 million credit facility. The
Company had working capital of $26.4 million at September 30, 1999, compared to
$128.5 million at December 31, 1998. The decrease in working capital was due
principally to the use of cash for the Acquisition. See Note 6 of Notes to
Financial Statements.
Net cash provided by operating activities was $2.8 million during
the nine months ended September 30, 1999, compared to cash provided by operating
activities of $13.1 million during the nine months ended September 30, 1998.
This decrease in cash flow from operating activities was due primarily to the
net loss of $9.8 million and an increase in accounts receivable of $14.5 million
for the nine months ended September 30, 1999, compared to net income of $1.7
million for the same period in the prior year, offset by changes in certain
operating assets and liabilities, primarily accounts receivable, accounts
payable and interest payable.
Net cash used in investing activities was $162.4 million and $27.7
million for the nine month periods ended September 30, 1999 and 1998,
respectively. This increase was due principally to the Acquisition. In addition,
purchases of property and equipment increased to $42.9 million for the nine
months ended September 30, 1999 from $27.3 million for the same period in 1998
primarily due to additional advances to QTV for the manufacture of hushkits to
be installed on certain of the Company's DC-8 aircraft.
Net cash provided by financing activities was $37.5 million and $150.6
million for the nine month periods ended September 30, 1999 and 1998,
respectively. This decrease resulted primarily from the $193.5 million of net
proceeds received during the third quarter of 1998 from the sale of the Senior
Notes. No debt payments were made or required during the nine month period ended
September 30, 1999.
The Company has a $45 million credit facility with a commercial lender
(the "Credit Facility"), which expires in November 2000. Borrowings under the
Credit Facility bear interest at the lender's prime rate plus 0.75%. The unused
portion of the line of credit is subject to a fee at the rate of 0.30% per
annum. Borrowings under the Credit Facility are collateralized primarily by ten
DC-8 aircraft, one L-1011 aircraft and certain receivables and inventories of
the Company. As of November 11, 1999, approximately $33.4 million were
outstanding under the Credit Facility.
13
<PAGE>
The Company's tax returns for the years ended December 31, 1995, 1996
and 1997 are currently under examination by the Internal Revenue Service. The
examination relates specifically to the Company's treatment of certain repairs
and maintenance, including safety checks mandated by the Federal Aviation
Administration, as expenses for tax purposes. Should the Internal Revenue
Service take the position that these costs should have been capitalized and
subsequently depreciated, a substantial assessment could result. Because the
examination is in process, the amount of an assessment, if any, is not presently
determinable. The Company believes that its treatment of such costs as
deductible for tax purposes is proper and is prepared to defend its position
vigorously, if it becomes necessary.
The Company has no material commitments for future capital
expenditures, apart from normal scheduled major airframe and engine repairs and
maintenance and the hushkitting of its DC-8 aircraft. The Company is required to
install hushkits on its operating fleet of 24 DC-8 aircraft by December 31, 1999
to comply with noise abatement regulations. As of November 15, 1999, hushkits
had been installed on 19 DC-8 aircraft. The Company estimates that the average
cost of hushkits for the remaining five DC-8 aircraft will be approximately
$2.75 million per aircraft, and that the aggregate cost to the Company to
hushkit these remaining aircraft and to acquire two spare hushkits will be
approximately $19.4 million. The Company is purchasing a number of these
hushkits from a related party, as such related party currently is the only
supplier of the type of hushkit required for certain of the Company's DC-8
aircraft.
Based on its current cash and cash equivalents, availability under its
credit facility and cash flow expected from operations, the Company will not
have sufficient capital to meet its anticipated short-term cash needs for
working capital, including interest payable of approximately $9.4 million on the
Senior Notes which is due December 1, 1999. The Company's failure to pay the
scheduled installment of interest on the Senior Notes would constitute a default
under the indenture under which the Senior Notes were issued and a default under
the Company's credit facility which would have a material adverse effect on the
Company's financial condition. The Company currently is planning to obtain
additional working capital by selling certain non-core assets, including a DC-10
aircraft acquired as part of the Acquisition. The Company has signed a letter of
intent to sell this aircraft which will result in net proceeds to the Company of
approximately $17.0 million. While the Company believes that this aircraft will
be sold prior to the date interest on the Senior Notes is payable, there is no
assurance that this sale will occur. If the sale occurs, the Company
anticipates, based on its current level of operations, that its cash and cash
equivalents (including the proceeds form the sale), current credit facility and
cash flows expected to be generated by operations will be adequate to meet its
needs for working capital and capital expenditures for at least the next twelve
months.
SEASONALITY
The Company's business has been, and is expected to continue to be,
seasonal in nature, with a majority of the Company's revenues and operating
income generated in the second half of the year (principally the fourth
quarter). The Company's fourth quarter revenues and operating income are
typically higher due to an increase in freight transported in anticipation of
and during the holiday season. In addition to increased fourth quarter revenues
from scheduled cargo services, the Company typically has realized a majority of
its ACMI service revenues from flights conducted during this period.
YEAR 2000 COMPLIANCE
The Company has invested significant management and financial resources
in the development of information systems to facilitate its cargo, flight and
maintenance operations, provide its personnel accurate and timely information
and increase the level of service and information provided to its customers. The
Company continually assesses its management information systems and, as of
September 30, 1999, had entered into agreements with certain software vendors to
provide information systems for maintenance and logistics management and cargo
handling management. Additionally, the Company has contracted with another
software vendor to replace existing financial applications systems. Assessment
and selection of systems for flight operations and crew management is currently
underway with system implementation scheduled for the fourth quarter of 1999.
The cargo management system has been implemented, is fully operational, and is
Year 2000 compliant. The maintenance/logistics systems were implemented in the
third quarter and are operational. The financial systems are expected to be
operable late in the fourth quarter of 1999. These systems constitute the bulk
of the company's automation and should bring all core applications into Year
2000 compliance. The cost of these systems will be approximately $4.0 million.
Additional systems currently under review and implementation may require further
resources. The Company does not expect any cost increases to have a material
effect on its results of operations.
14
<PAGE>
While the Company believes it is taking all the necessary steps to
assure its Year 2000 compliance, it is dependent on key business partner
compliance to some extent. The Year 2000 problem is pervasive and complex as
virtually all computer systems worldwide will be affected in some way.
Consequently, no assurance can be given that all Company used third-party
systems and vendors/suppliers can achieve Year 2000 compliance.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As a result of the August 7, 1997 accident involving one of the
Company's aircraft, the Company is currently subject to lawsuits brought by the
families of three of the individuals who perished and several businesses that
were affected by the accident and the Company is aware of other claims pending
which have not reached litigation. All such litigation is being defended by the
Company's insurance carrier, without reservation of rights, and the Company has
no reason to believe that its liability insurance coverage will not be
sufficient to cover all claims arising from the accident.
The U.S. Attorney's Office in Miami, Florida has been conducting an
investigation relating to the August 7, 1997 accident. The Company and one of
its ACMI customers who leased and loaded the subject aircraft and with whom the
Company operates a joint venture have been identified as subjects of the
investigation. The Company, several of its employees and one officer, Barry H.
Fine, the Company's President and Chief Executive Officer, have received
subpoenas, and two of the Company's employees have learned that they are targets
of this investigation. Although the Company does not believe, based on
information currently available to it, that this investigation will result in
any criminal convictions on the part of the Company or any of its employees, the
investigation has not yet been concluded and it is possible that the Company or
its employees may be criminally indicted. If the Company or any of its officers
or employees are indicted as a result of this investigation, the Company is
prepared to vigorously defend itself and any named employees in the trial
process; however, if so indicted, it is possible that the Company or any charged
employee could ultimately be assessed fines or face other penalties which could
be material or which could have a material effect on the Company, including, if
the Company is indicted, potentially causing it to be in default under one or
more of its debt agreements. In addition, the Company could be indirectly
affected by negative publicity related to charges of wrongdoing, if any, against
it, or any of its officers or employees.
In May 1999, following a major FAA inspection of the Company's
operations earlier this year, the FAA notified 11 of the Company's employees
that such employees are being investigated for alleged violations of FAA
regulations including falsification of certain maintenance records and failure
to perform required maintenance functions on three of the Company's aircraft. At
the time of the inspection, the three aircraft had recently undergone or were
undergoing heavy maintenance checks under one of the Company's repair station
certificates. To allay the FAA's concerns during the pendency of the
investigation, the Company voluntarily surrendered its 145 repair station
certificate to the FAA; however, the Company may continue to maintain its own
aircraft and the aircraft of other air carriers pursuant to its air carrier
operating certificate. The FAA's investigation may result in a finding that one
or more of the Company's employees violated FAA regulations. While the Company
is unable to determine whether the FAA will pursue an assessment against it as a
result of the findings of this investigation, the Company believes that any such
assessment would not have a material effect on it. In addition, the Company has
been informed that the U.S. Attorney's Office in Miami is also conducting an
investigation of the Company and approximately nine of its employees or former
employees in conjunction with these alleged violations. The Company has and will
continue to fully cooperate with the FAA and the U.S. Attorney's office during
their investigation. Although the Company does not believe, based on information
currently available to it, that this investigation will result in any criminal
convictions against the Company or any of its employees, the investigation has
not yet been concluded and it is possible that the Company or any of these
individuals may be criminally indicted. If the Company or any of these
individuals are indicted as a result of this investigation, the Company is
prepared to vigorously defend itself and these individuals, as applicable, in
the trial process; however, it is possible that the Company or one or more of
these individuals could ultimately be assessed fines or face other penalties
which could be material or which could have a material effect on the Company,
including, if the Company is indicted, potentially causing it to be in default
under one or more of its debt agreements. In addition, the Company could be
indirectly affected by negative publicity related to charges of wrongdoing, if
any, against these individuals.
While the Company is from time to time involved in litigation in the
ordinary course of business, there are no material legal proceedings currently
pending against it or to which any of its property is subject other than set
forth above.
16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three-month
period ended September 30, 1999.
17
<PAGE>
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.
FINE AIR SERVICES CORP.
Date: November 22, 1999
By: /s/ BARRY H. FINE
-----------------------------------------
Barry H. Fine
President and Chief Executive Officer
By: /s/ ORLANDO M. MACHADO
-----------------------------------------
Orlando M. Machado
Senior Vice President and Chief Financial
Officer (principal financial officer and
principal accounting officer)
18
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,519
<SECURITIES> 29
<RECEIVABLES> 25,330
<ALLOWANCES> (2,281)
<INVENTORY> 35,813
<CURRENT-ASSETS> 72,573
<PP&E> 237,747
<DEPRECIATION> (60,533)
<TOTAL-ASSETS> 306,444
<CURRENT-LIABILITIES> (46,556)
<BONDS> (190,000)
0
0
<COMMON> 0
<OTHER-SE> (30,426)
<TOTAL-LIABILITY-AND-EQUITY> (306,444)
<SALES> (130,659)
<TOTAL-REVENUES> (130,659)
<CGS> 5,702
<TOTAL-COSTS> 126,295
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,823
<INCOME-PRETAX> (9,838)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,838)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,838)
<EPS-BASIC> (3,279.24)
<EPS-DILUTED> (3,279.24)
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