<PAGE> 1
================================================================================
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 MARCH 31, 2000
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 1-12380
AVIALL, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 65-0433083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2075 DIPLOMAT DRIVE
DALLAS, TEXAS 75234-8999
(Address of principal executive offices) (Zip Code)
(972) 406-2000
(Registrant's telephone number, including area code)
Indicate by check |X| 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 of Common Stock, par value $.01 per share, outstanding
at May 5, 2000 was 18,311,844.
================================================================================
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
AVIALL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net sales $ 113,963 87,408
Cost of sales 86,458 63,322
----------- -----------
Gross profit 27,505 24,086
Operating and other expenses:
Selling and administrative expenses 21,595 18,210
Interest expense 2,101 720
----------- -----------
Earnings before income taxes 3,809 5,156
Provision for income taxes 1,626 2,070
----------- -----------
Net earnings $ 2,183 3,086
=========== ===========
Basic net earnings per share $ 0.12 0.17
Weighted average common shares 18,276,474 18,190,455
=========== ===========
Diluted net earnings per share $ 0.12 0.17
Weighted average common and potentially dilutive common shares 18,341,995 18,470,381
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
AVIALL, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,546 1,385
Receivables 78,312 62,752
Inventories 114,454 107,562
Prepaid expenses and other current assets 2,209 2,424
Deferred income taxes 12,393 12,809
-------- --------
Total current assets 210,914 186,932
-------- --------
Property, plant and equipment 10,108 10,637
Intangible assets 71,758 72,902
Deferred income taxes 64,811 65,746
Other assets 4,454 4,423
-------- --------
Total assets $362,045 340,640
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,314 8,811
Accounts payable 40,962 35,063
Accrued expenses 28,586 29,493
-------- --------
Total current liabilities 77,862 73,367
-------- --------
Long-term debt 84,450 69,200
Other liabilities 17,952 18,840
Commitments and contingencies -- --
-------- --------
Shareholders' equity (common stock of $.01 par value per share; 20,313,846
shares and 20,272,596 shares issued at March 31, 2000 and at December 31, 1999,
respectively; 18,311,844 shares and 18,272,596 shares outstanding at
March 31, 2000 and at December 31, 1999, respectively) 181,781 179,233
-------- --------
Total liabilities and shareholders' equity $362,045 340,640
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
AVIALL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 2,183 3,086
Depreciation and amortization 2,200 1,540
Deferred income taxes 1,338 1,728
Compensation expense on restricted stock awards 51 50
Changes in:
Receivables (15,560) (4,122)
Inventories (6,831) (8,273)
Accounts payable 5,899 5,856
Accrued expenses (907) (2,683)
Other, net (603) 897
-------- --------
(12,230) (1,921)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (505) (933)
Sales of property, plant and equipment 10 50
-------- --------
(495) (883)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving credit facility 16,253 7,370
Debt repaid (1,500) (3,003)
Issuance of common stock 330 284
Debt issue costs paid (181) --
Purchase of treasury stock (16) --
-------- --------
14,886 4,651
-------- --------
Change in cash and cash equivalents 2,161 1,847
Cash and cash equivalents, beginning of period 1,385 3,136
-------- --------
Cash and cash equivalents, end of period $ 3,546 4,983
======== ========
CASH PAID FOR INTEREST AND INCOME TAXES:
Interest $ 1,115 694
Income taxes $ 937 111
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
AVIALL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, these financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three-month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto included in
Aviall, Inc.'s Form 10-K for the year ended December 31, 1999.
NOTE 2 - SEGMENT INFORMATION
The following tables present information by operating segment (in
thousands):
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------
Revenues (Unaudited) 2000 1999
--------- ---------
<S> <C> <C>
Parts Distribution $ 106,636 80,026
ILS 7,327 7,382
--------- ---------
Total revenue $ 113,963 87,408
========= =========
Profit (Unaudited)
Parts Distribution $ 4,258 3,342
ILS 3,500 4,264
--------- ---------
Reportable segment profit 7,758 7,606
Corporate (1,848) (1,730)
Interest expense (2,101) (720)
--------- ---------
Earnings before income taxes $ 3,809 5,156
========= =========
</TABLE>
5
<PAGE> 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW. The following discussion and analysis should be read in conjunction
with the information set forth under Item 7: Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 11 through 16
of Aviall, Inc.'s (the "Company") Form 10-K for the year ended December 31,
1999.
RESULTS OF OPERATIONS-THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS
ENDED MARCH 31, 1999. Net sales for the Parts Distribution business were $106.6
million, up $26.6 million or 33.3%, from the $80.0 million recorded in the same
1999 quarter. The sales increase reflects the implementation of the new
Rolls-Royce product lines and steady recapture of market share lost in 1999,
primarily attributable to the new computer system implementation. ILS revenue
was even with the prior year in spite of increased competition.
Total Company gross profit of $27.5 million was $3.4 million higher than
the $24.1 million in the 1999 first quarter. Gross profit as a percentage of
sales of 24.1% reflected the lower margin anticipated with the full
incorporation of the Rolls-Royce business into Parts Distribution.
Selling and administrative expenses increased $3.4 million to $21.6 million
in the first quarter of 2000, but decreased as a percentage of revenues from
20.8% to 18.9%. The increase in selling and administrative expenses was due
primarily to planned developmental expenses for new Internet initiatives,
incremental operational expenses for the new Rolls-Royce product line, and
additional depreciation relating to the new ERP system.
Interest expense was higher than in the first quarter 1999 resulting from
higher interest rates and the increased borrowings primarily due to Rolls-Royce
working capital requirements.
The first quarter 2000 net earnings were $2.2 million, or $0.12 per share
(diluted), compared to $3.1 million, or $0.17 per share (diluted), as reported
last year in the first quarter.
FINANCIAL CONDITION. Cash flows from operations were a negative $12.2 million in
the first three months of 2000 and a negative $1.9 million in the comparable
1999 period. The reduced operating cash flow resulted from increased working
capital investment for the Rolls-Royce product line, primarily accounts
receivable.
The Company's cash income tax payments continue to be substantially lower
than the U.S. federal statutory rate due to the utilization of the large U.S.
federal net operating loss ("NOL"). The Company's cash tax payments are
primarily related to foreign taxes on foreign operations and U.S. federal
alternative minimum tax. For U.S. federal tax purposes as of December 31, 1999,
the Company had an estimated net operating loss carryforward of approximately
$167 million, substantially expiring in 2009-2011. Based on current and expected
future earnings levels, the NOLs may not be fully utilized for several years. If
certain substantial changes in the Company's ownership should occur, there would
be an annual limitation on the amount of the U.S. federal NOL carryforward that
can be utilized. The amount of the annual limitation can vary significantly
based on certain factors existing at the date of the change.
The Company believes that its expected cash flow from operations and
availability under its revolving line of credit is sufficient to meet its
current working capital and operating needs. The Company increased its line of
credit near year-end of 1999 to fund the up-front fees and working capital needs
due to the new contract with Rolls-Royce.
YEAR 2000 ISSUE. The Company did not experience any significant malfunctions or
errors in its operating or business systems upon the date change from 1999 to
2000. Further, based on its operational experiences since January 1, 2000, the
Company does not expect any significant impact to its ongoing business
operations or its financial condition as a result of the Year 2000 computer date
issue. However, it is possible the full impact of the date change has not been
fully recognized. Year 2000 or leap year-related computer date problems may
occur as operating and business systems proceed through financial closings at
month, quarter or year end. The Company is not aware of any current Year 2000
issues experienced by its suppliers and customers.
In anticipation of Year 2000, the Company replaced its Parts Distribution
applications and financial software with an ERP system at a cost of
approximately $5.0 million, which was capitalized. The replacement resulted from
both the need to enhance the efficiencies and effectiveness of the Parts
Distribution operating system and to address the Year 2000 issue.
6
<PAGE> 7
OUTLOOK. Aviall primarily participates in the global aviation aftermarket
through its core aviation Parts Distribution and ILS businesses. The Company is
affected by the general economic cycle, particularly as it influences flight
activity in commercial, business and general aviation. Aviall serves a
significant number of customers in the Asia-Pacific and Latin American regions.
Since 1998, countries in these regions have experienced financial market
volatility and the currencies of certain countries have fallen in value relative
to the U.S. dollar. These factors reduced demand for air travel in the
Asia-Pacific region in 1998 and 1999, and as a result reduced customers' needs
for aircraft parts and their ability to pay in a timely manner. Although key
Asian economies have begun a slow recovery, continued volatility in Latin
America led to financial problems for major air carriers in that region and
significantly hampered the general aviation business in Latin America.
Management believes the Company's results in 2000 will reflect continued
stabilization in the Asia-Pacific region; however, continued volatility in Latin
America is expected.
Commercial airlines in North America and Europe continue to effectively
manage their capacity by retiring older aircraft as new aircraft are delivered,
limiting growth in demand for replacement parts. Management is actively seeking
new sources of supply for airline products to expand Aviall's growth in this
segment.
While a strong domestic economy continues into 2000, all aviation operators
began to respond to significantly higher fuel prices and resulting higher
operating costs by reducing inventories of new parts. Impact from these changes
was felt first in the airline market, although general aviation operators have
also reacted by reducing flying activity and inventory levels. Management still
believes that Aviall's competitive strengths in service and availability
position the Company to benefit from the resumption in purchasing activity that
is expected to occur as key customers achieve inventory reduction targets.
The Company's ability to manage its inventory is affected by the relative
efficiency of its suppliers and the inventory investments required to secure new
suppliers. Also, changes in the Company's portfolio of products and suppliers
can result in periodic noncash charges to write down inventory of discontinued
products.
Information and communication technology is evolving rapidly and
developments on the Internet could affect proprietary database companies, such
as ILS, as well as traditional distribution businesses, such as Parts
Distribution. Management believes that the active deployment by the Company of
these new innovative technologies in their websites, AVIALL.COM and ILSMART.COM,
will enable the Company to maintain its technological leadership and minimize
the risk of obsolescence. ILS expects to partner with various companies in
further developing the ILS e-commerce capabilities. The Company recognizes that
there are a number of entrants in the e-commerce marketplace arena that will
compete with ILS, including manufacturers, distributors and independent
companies.
The Company's existing Dallas warehouse lease will expire in the fourth
quarter of 2000. The Company is evaluating its options associated with the
location of its Dallas warehouse. If management decides to relocate this
facility, the Company would incur a one-time cost of approximately $2.5 million
and could experience a short-term disruption in Parts Distribution sales in
connection with the relocation.
In 2000, the Company expects to spend approximately $4 million in Parts
Distribution to enhance AVIALL.COM to a full service web-based order management
system for both customers and suppliers, and implement a new customer
relationship module ("CRM") into Parts Distribution's standard order management
system. Aviall intends to expand AVIALL.COM services and functionality,
including transforming the e-catalog into a highly searchable database and
utilizing supplier technical information and customer data to develop additional
value-added OEM-to-customer supply chain features. The CRM system enhancement is
aimed at creatively making the customer interface very friendly and service
oriented.
In addition, the Parts Distribution business has enhanced its sales
coverage model through improved organization, training and recruitment of the
Company's sales professionals. The Company believes the introduction of the new
system will raise productivity and increase the flow of information regarding
product performance, sales activities and customer feedback. The Company expects
to incur up to $2 million in expenses in 2000 related to enhancements to the
sales coverage model and start-up expenses for the new CRM software.
ILS has advanced rapidly with its development initiatives to offer
ILSMART.COM as a full transaction management resource for its customers. The
plans include an advanced "Purchase On-line" customer catalog product, an
expanded on-line Surplus Sales Auction site and web-hosting for ILS customers.
In 2000, ILS expects to incur an additional $3 million in expenses and $6
million in capital expenditures to bring its Contact to Contract(TM) strategy to
fruition.
7
<PAGE> 8
CERTAIN FORWARD-LOOKING STATEMENTS. This report contains certain forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) relating to the Company that are based on the beliefs of the
management of the Company, as well as assumptions and estimates made by and
information currently available to the Company's management. When used in this
report, the words "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to the Company or the Company's management,
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions relating to the operations and results of
operations of the Company as well as its customers and suppliers, including as a
result of competitive factors and pricing pressures, shifts in market demand,
general economic conditions and other factors including among others, those that
effect flight activity in commercial, business and general aviation, the
business activities of the Company's customers and suppliers and developments in
information and communication technology. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions or estimates prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has market risk exposure arising from changes in interest rates
and foreign exchange rates. The Company from time to time has used financial
instruments to offset such risks. Financial instruments are not used for trading
or speculative purposes. The Company has experienced no significant changes in
market risk during the first quarter of 2000. The Company's market risk is
described in more detail in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
8
<PAGE> 9
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.
AVIALL, INC.
May 10, 2000 By /s/ Jacqueline K. Collier
----------------------------------
Jacqueline K. Collier
Vice President and Controller
Principal Accounting Officer
May 10, 2000 /s/ Cornelius Van Den Handel
----------------------------------
Cornelius Van Den Handel
Vice President and Treasurer
Principal Financial Officer
9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AVIALL,
INC.'S FIRST QUARTER 2000 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FIRST QUARTER 2000 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,546
<SECURITIES> 0
<RECEIVABLES> 82,341
<ALLOWANCES> 4,029
<INVENTORY> 114,454
<CURRENT-ASSETS> 210,914
<PP&E> 34,642
<DEPRECIATION> 24,534
<TOTAL-ASSETS> 362,045
<CURRENT-LIABILITIES> 77,862
<BONDS> 84,450
203
0
<COMMON> 0
<OTHER-SE> 181,578
<TOTAL-LIABILITY-AND-EQUITY> 362,045
<SALES> 113,963
<TOTAL-REVENUES> 113,963
<CGS> 86,458
<TOTAL-COSTS> 86,458
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,101
<INCOME-PRETAX> 3,809
<INCOME-TAX> 1,626
<INCOME-CONTINUING> 2,183
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,183
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
</TABLE>
