UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
COMMISSION FILE NUMBER 0-22706
GREENWICH AIR SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1758941
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. BOX 522187, MIAMI, FLORIDA 33152
4590 NW 36TH STREET, MIAMI, FLORIDA 33122
(Address of principal executive offices) (Zip Code)
(305) 526-7000
(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 [ ]
The number of shares outstanding of each class of the issuer's Common Stock as
of May 8, 1996 were:
Class A common stock, $0.01 par value (NASDAQ: GASIA) - 6,322,659 shares
Class B common stock, $0.01 par value (NASDAQ: GASIB) - 6,322,659 shares.
<PAGE>
GREENWICH AIR SERVICES, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION:
Consolidated Balance Sheets as of March 31, 1996 (unaudited)
and September 30, 1995 ............................................ 3
Consolidated Statements of Income for the three months
and six months ended March 31, 1996 and 1995 (unaudited)........... 4
Consolidated Statements of Cash Flows for the three months
and six months ended March 31, 1996 and 1995 (unaudited)........... 5
Notes to Consolidated Financial Statements (unaudited)............... 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................... 8
PART II OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 12
2
<PAGE>
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND SEPTEMBER 30, 1995
MARCH 31,
1996 SEPTEMBER 30,
(UNAUDITED) 1995
------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 267,567 $ 179,521
Accounts and notes receivable, less
allowance of $1,287,750 in
March 1996 and $873,975 in September 1995 47,255,688 35,175,995
Inventories 111,673,536 120,933,107
Prepaid expenses and other current assets 1,256,470 1,267,214
------------- -------------
Total current assets 160,453,261 157,555,837
------------- -------------
Property, plant and equipment 34,684,128 32,947,086
Less accumulated depreciation (8,308,427) (7,289,430)
------------- -------------
Property, plant and equipment, net 26,375,701 25,657,656
Deferred financing costs, net 741,108 1,717,128
Other assets 728,014 689,384
------------- -------------
TOTAL ASSETS $ 188,298,084 $ 185,620,005
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 36,001,215 $ 37,683,348
Accrued expenses and current portion of
long term liabilities 16,475,380 16,102,199
Customer deposits and deferred revenue 9,776,556 15,675,325
Income taxes payable 22,379 266,347
------------- -------------
Total current liabilities 62,275,530 69,727,219
Deferred income taxes payable 4,304,981 4,839,686
Other liabilities 8,371,679 9,821,678
Long term debt 57,532,685 48,781,897
Long term debt - WAL 1,378,839 1,604,494
Convertible subordinated debentures 3,561,000 14,057,000
Stockholders' Equity:
Common stock 125,596 53,384
Capital in excess of par value 22,463,487 12,697,141
Retained earnings 28,284,622 24,048,966
Treasury stock, at cost (335) (11,460)
------------- -------------
Total stockholders' equity 50,873,370 36,788,031
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 188,298,084 $ 185,620,005
============= =============
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
<TABLE>
<CAPTION>
GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
---------------------------- -----------------------------
1996 1995 1996 1995
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Net sales $ 60,029,526 $ 44,098,790 $ 118,624,872 $ 83,146,538
Cost of sales 50,688,143 37,079,808 99,921,793 69,918,090
------------ ------------ ------------- ------------
Gross profit 9,341,383 7,018,982 18,703,079 13,228,448
Selling, general and administrative
expense 3,919,341 2,811,576 7,741,795 5,471,744
------------ ------------ ------------- ------------
Income from operations 5,422,042 4,207,406 10,961,284 7,756,704
------------ ------------ ------------- ------------
Non-operating (income) expense:
Interest expense 1,600,996 1,993,336 3,635,069 3,813,454
Other (income) expense (15,637) (23,398) (514) (44,263)
------------ ------------ ------------- ------------
Total non-operating expense 1,585,359 1,969,938 3,634,555 3,769,191
------------ ------------ ------------- ------------
Income before provision for income
taxes 3,836,683 2,237,468 7,326,729 3,987,513
Provision for income taxes 1,511,965 915,665 2,908,384 1,628,186
------------ ------------ ------------- ------------
Net Income $ 2,324,718 $ 1,321,803 $ 4,418,345 $ 2,359,327
============ ============ ============= ============
Earnings per share:
Primary $ 0.19 $ 0.13 $ 0.36 $ 0.23
Fully diluted $ 0.18 $ 0.12 $ 0.35 $ 0.21
Weighted average number of common shares and
common share equivalents:
Primary 12,341,304 10,187,508 12,105,468 10,181,748
Fully diluted 13,073,771 13,102,100 12,844,590 13,102,190
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
SIX MONTHS ENDED MARCH 31, 1996 AND 1995
SIX MONTHS ENDED MARCH 31,
----------------------------
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 4,418,345 $ 2,359,327
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,192,420 1,223,788
Changes in assets and liabilities:
Accounts and notes receivable (12,079,693) (742,505)
Inventories 9,259,571 (21,436,860)
Prepaid expenses and other current assets 10,744 57,377
Other assets (38,630) (196,828)
Accounts payable (1,682,133) 4,829,260
Accrued expenses, customer deposits and
deferred revenue (5,269,434) 9,954,127
Income taxes payable (243,968) 416,516
Deferred income taxes (534,705) (253,830)
Other non-current liabilities (1,449,999) 0
------------ ------------
NET CASH USED BY OPERATING ACTIVITIES (6,417,482) (3,789,628)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,737,042) (586,025)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (1,737,042) (586,025)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net changes in revolving credit facility 10,079,621 6,292,296
Repayments of long term debt (1,810,642) (1,810,640)
Purchase of treasury shares (108,981) 0
Proceeds from sale of treasury shares 100,083 0
Options exercised 95,250 0
GCL merger 7,130 0
Cash dividends paid (119,891) 0
Financing costs paid 0 (57,082)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,242,570 4,424,574
------------ ------------
NET INCREASE IN CASH 88,046 48,921
Cash, beginning of periods 179,521 469,755
------------ ------------
Cash, end of periods $ 267,567 $ 518,676
------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 3,571,135 $ 2,162,672
Taxes $ 3,687,056 $ 928,982
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE>
GREENWICH AIR SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 1996
1. STATEMENT OF INFORMATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore
do not include all information and footnotes normally included in
annual financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's latest Annual Report on Form 10-K for the year ended
September 30, 1995. In the opinion of management, the unaudited
consolidated financial statements contain all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of
the balance sheets and statements of income and of cash flows for such
interim periods presented. The results of operations for the three and
six months ended March 31, 1996 are not necessarily indicative of the
results which may be expected for the entire fiscal year. The
preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE
DISPOSED OF ("SFAS No. 121"). SFAS No. 121 establishes accounting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used
and for long-lived assets and certain identifiable intangibles to be
disposed of. SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. SFAS No.
121 will apply to the Company as of the fiscal year ended September 30,
1997. The Company has not assessed the impact of adopting this
pronouncement.
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION (SFAS No.
123). SFAS No. 123 does not rescind or interpret existing accounting
rules for employee stock-based arrangements. Under SFAS No. 123, the
Company may continue to follow existing rules to recognize and measure
compensation, but they will now be required to disclose the pro forma
amounts of net income and earnings per share that would have to be
reported had the Company elected to follow the "fair value" recognition
provisions of SFAS No. 123. SFAS No. 123 will apply to the Company for
the year ending September 30, 1997. The Company has not determined
whether it will elect to recognize and measure compensation expense
under SFAS No. 123 and has not yet determined its effect on the
Company's financial position or results of operations.
2. INVENTORIES
Inventories are comprised of the following:
MARCH 31, SEPTEMBER 31,
1996 1995
------------ ------------
Parts $ 60,498,792 $ 48,296,785
Engines 12,024,351 11,624,360
Work in Process 37,433,972 46,662,602
Inventories Substantially Applicable to 1,716,421 14,349,360
Long-Term Programs ------------ ------------
TOTAL $111,673,536 $120,933,107
============ ============
6
<PAGE>
3. EARNINGS PER SHARE
Primary earnings per share are based on the weighted average number of
common shares and common share equivalents outstanding. Common share
equivalents include dilutive stock options and stock warrants using the
treasury stock method.
Fully diluted earnings per share assumes, in addition to the above, (a)
that convertible debentures and debenture warrants were converted at
the beginning of each period with earnings being increased for interest
expense, net of taxes, that would not have been incurred had conversion
taken place and (b) the additional dilutive effect of stock options.
4. CAPITAL STOCK AND STOCKHOLDERS' EQUITY
The Company is authorized to issue 25,000,000 shares of Class A common
stock, $.01 par value; 25,000,000 shares of Class B non-voting common
stock, $.01 par value; and 2,500,000 shares of preferred stock, $.01
par value. During the quarter ended March 31, 1996, $2,965,000 of the
Company's 8% Convertible Subordinated Debentures due 2000 were
converted into 253,408 shares of each of Class A and Class B common
stock. Also issued during the quarter were 26,322 shares of each of
Class A and Class B common stock to holders of stock warrants and
15,000 shares of each class of common stock as a result of the exercise
of outstanding stock options.
On April 26, 1996, the Company's Board of Directors declared a dividend
of one share of the Company's Class B common stock, to holders of
record of each share of Class A common stock on April 18, 1996, which
was issued on May 8, 1996. All per share, shares outstanding, and price
per share information has been retroactively restated to reflect this
stock dividend.
5. OTHER STATEMENT OF CASH FLOWS INFORMATION
During the quarter ended March 31, 1996, $2,965,000 of the Company's 8%
Convertible Subordinated Debentures due 2000 were converted into
506,816 shares of Common Stock. Unamortized deferred issue costs of
$317,625 applicable to the Debentures converted were charged to
additional paid in capital. The unamortized deferred issue costs are
determined at the date of conversion.
6. SUBSEQUENT EVENTS
On April 19, 1996, the Company entered into a definitive purchase
agreement with an unaffiliated company for the acquisition of the
assets and business of that company's engine services division. The
proposed acquisition, which has an estimated net purchase price of
approximately $250 million, is subject to several conditions including
governmental approvals and the arrangement of financing.
On April 26, 1996, the Company filed Forms S-1 with the SEC to register
the proposed offers for the sale to the public of (i) 3,400,000 shares
of Class B common stock (4,000,000 shares if the underwriters exercise
their over-allotment options), and (ii) $150,000,000 of senior notes
due 2006. Both of these proposed offerings are related to, and expected
to be consummated concurrently with, the acquisition discussed above.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1995
In the second quarter of fiscal 1996, the Company achieved record net income and
earnings per share of $2.3 million and $.18 per share, respectively.
Net sales for the second quarter of fiscal 1996 increased $15.9 million or 36.1%
to $60.0 million from second quarter 1995 sales of $44.1 million. The increase
in net sales was attributable to continued strong sales in all four marketing
and technical units the business supports.
Gross profit for the second quarter of fiscal 1996 increased to $9.3 million, or
15.6% of net sales, from $7.0 million, or 15.9% of net sales, for the same
period last year, primarily as a result of the increase in net sales for the
period. The decline in gross profit as a percentage of sales is principally the
result of costs incurred relating to the initiation of services for the
Argentina Air Force under a three-year contract awarded to the Company by
Lockheed Martin Aircraft Services.
Selling, general and administrative expenses for the second quarter of fiscal
1996 increased to $3.9 million, or 6.5% of net sales, from $2.8 million, or 6.4%
of net sales for the second quarter of fiscal 1995. The increase is primarily
attributed to the increase in net sales for the period.
Interest expense for the second quarter of fiscal 1996 decreased to $1.6
million, or 2.7% of net sales, from $2.0 million or 4.5% of net sales for the
second quarter of fiscal 1995, primarily due to a reduction in interest paid on
the Company's 8% Convertible Subordinated Debentures due 2000 (the "Debentures")
as a result of the conversion of more than $13 million principal balance of the
Debentures since March 31, 1995. Partially offsetting this reduction
was a $1.8 million increase in average borrowings under the Company's existing
credit facility during the second quarter of 1996 as compared to the second
quarter of 1995.
Income taxes for the second quarter of fiscal 1996 increased to $1.5 million, or
2.5% of net sales, from $916,000, or 2.1% of net sales for the second quarter of
fiscal 1995, primarily due to an increase in income before taxes.
As a result of the above factors, net income increased to a record $2.3 million,
or 3.9% of net sales for the second quarter of 1996, from $1.3 million, or 3.0%
of net sales for the second quarter of 1995. Second quarter 1996 primary and
fully diluted earnings per share both increased over 45% to $0.19 and $0.18 per
share, respectively, from $0.13 and $0.12 per share, respectively, for the
second quarter of 1995.
8
<PAGE>
SIX MONTHS ENDED MARCH 31, 1996 COMPARED WITH SIX MONTHS ENDED MARCH 31, 1995
For the first six months of fiscal year 1996, the Company again had record net
sales, net income and earnings per share levels of $118.6 million, $4.4 million
and $0.35 per share, respectively.
Net sales increased $35.5 million or 42.7% to $118.6 million in the period from
$83.1 million in the first six months of 1995. The increase was due to increased
sales in all four marketing and technical units the business supports.
Gross profit for the first six months of fiscal 1996 increased to $18.7 million,
or 15.8% of net sales, from $13.2 million or 15.9% of net sales for the first
six months of fiscal 1995. The increase was primarily due to the increase in net
sales in the first six months of 1996 from the corresponding period in 1995.
Selling, general and administrative expenses for the first six months of fiscal
1996 increased to $7.7 million, or 6.5% of net sales, from $5.5 million, or 6.6%
of net sales for the first six months of fiscal 1995. The increase in the first
six months of 1996 from the corresponding period in 1995 was primarily due to
the increase in net sales in the first six months of 1996 from the corresponding
period in 1995.
Interest expense for the first six months of fiscal 1996 decreased to $3.6
million, or 3.1% of net sales, from $3.8 million or 4.6% of net sales for the
first six months of fiscal 1995, primarily due to a reduction in interest paid
on the Company's Debentures as a result of the conversion of more than $13
million principal amount of the Debentures since March 31, 1995. This reduction
was partially offset by a $1.2 million increase in average borrowings under the
Company's existing credit facility during the first six months of 1996.
Income taxes for the first six months of fiscal 1996 increased to $2.9 million,
or 2.5% of net sales, from $1.6 million, or 2.0% of net sales for the first six
months of fiscal 1995, primarily due to an increase in income before taxes.
As a result of the above factors, net income increased to a record $4.4 million,
or 3.7% of net sales for the first six months of 1996, from $2.4 million, or
2.8% of net sales for the first six months of 1995. Fully diluted earnings per
share increased more than 50% to $0.35 per share for the first six months of
1996 from $0.21 per share for the same period in 1995.
FINANCIAL POSITION
Total assets at March 31, 1996 were $188.3 million, a $2.7 million net increase
from the September 30, 1995 total of $185.6 million. The major components of
this net increase were (a) a $12.1 million increase in accounts receivable
balances, which was partially offset by (b) a net decrease in inventories of
$9.3 million, and (c) a $1.0 million decrease in net deferred financing costs as
a result of the conversion of the Debentures. The decrease in inventories was
attributable to (i) the $11.4 million bulk sale of inventories previously
acquired from Continental Airlines, Inc. (the "CAL Inventory", see "Liquidity
and Capital Resources"), (ii) a $12.2 million increase in parts inventories
associated with
9
<PAGE>
requirements for current and near-term work on commercial aviation and
industrial engines, and (iii) a $9.2 million decrease in work in process
inventories reflecting the timing of material issues from parts inventories to
work in process. The increase in accounts receivable was primarily attributable
to higher sales late in the quarter and the remaining balance of the sales price
of the CAL Inventory.
Total liabilities at March 31, 1996 were $137.4 million, a $11.4 million net
decrease from the September 30, 1995 total of $148.8 million. The major
components of this net decrease were (a) a $10.5 million reduction in the
outstanding balance of the Company's 8% Convertible Subordinated Debentures Due
2000, resulting from the conversion of these debentures into approximately
1,794,000 shares of the Company's Common Stock; (b) a $5.9 million reduction in
customer deposits, primarily the result of revenues recognized for the Company's
design and installation of a 40 megawatt power station for the city of
Higginsville, Missouri; and (c) a $3.1 million decrease in deferred income taxes
payable and other long term liabilities; offset by (d) a $10.1 million increase
in borrowings under the Company's Revolving Credit Facility.
Total stockholders' equity at March 31, 1996 was $50.9 million, a $14.1 million
increase from the September 30, 1995 total of $36.8 million. This increase was
primarily due to the conversion of $10.5 million of the Company's Debentures
($9.8 million net of deferred financing costs) into Common Stock since September
30, 1995, along with income from continuing operations of more than $4.4
million. Partially offsetting these increases in equity was the distribution in
January 1996 of a $.02 per share cash dividend to the Company's shareholders.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity have been cash flows generated by
continuing operations and borrowings from commercial lenders as well as the sale
of the CAL Inventory. In addition, other sources of liquidity have been advance
payments for power station installations and other customer progress payments.
Working capital was $98.2 million at March 31, 1996, as compared with $87.8
million at September 30, 1995.
As of March 31, 1996 there was approximately $50.5 million outstanding under the
Company's $55 million Revolving Credit Facility, which matures in April 1999.
Approximately 75% of the sales price for the CAL Inventory, which approximated
book value, was received in cash and offsets against outstanding amounts owed by
the Company to the buyer. The remaining 25% of the sales price is being carried
in accounts receivable, and is due in twelve equal monthly installments which
commenced in January 1996.
It is anticipated that funds from operations, together with amounts available
under the Company's revolving credit agreement, will provide the Company for the
foreseeable future with sufficient liquidity to meet its debt service and
operating requirements, and to finance its future capital expenditures.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 11, 1996, the Company conducted its annual meeting of shareholders. As
of the record date of January 22, 1996, there were 5,997,012 shares of Common
Stock eligible to vote. Of these shares, 5,466,604 (91.2%) were represented
either in person or by proxy at this meeting. Two matters were submitted to a
vote at the meeting with the following results:
(a) ELECTION OF DIRECTORS - All five incumbent members of the Board of
Directors (Eugene P. Conese, Eugene P. Conese, Jr., General Charles
Gabriel (USAF, retired), Charles Simons, and Chesterfield Smith) were
nominated for election to the Board for a one-year term. All five
directors were reelected by the identical vote count of 5,398,108
votes, or 98.75% of the votes cast, "for"; and 68,496 votes "withheld".
(b) INDEPENDENT AUDITORS - The appointment of the accounting firm of
Deloitte & Touche LLP as the Company's independent auditors was
ratified by a shareholder vote of 5,439,193, or 99.93% of the votes
cast, "for"; 340 "against"; and 3,671 "abstaining"; with the balance of
23,400 shares registered as "non-votes".
On March 11, 1996, the Company conducted a special meeting of shareholders. As
of the record date of January 22, 1996, there were 5,997,012 shares of Common
Stock eligible to vote. Of these shares, 4,162,869 (69.4%) were represented
either in person or by proxy at this meeting. One matter was submitted to a vote
at the meeting with the following result:
(a) REDESIGNATION OF EXISTING COMMON STOCK AND AUTHORIZATION OF A NEW CLASS
OF COMMON STOCK - The redesignation of the Company's existing Common
Stock, $0.01 par value to Class A common stock, $0.01 par value and the
authorization of the issuance of up to 25,000,000 shares of Class B
non-voting common stock, $0.01 par value was approved by a shareholder
vote of 3,940,669 votes, or 94.66% of the votes cast, "for"; 0
"against"; and 222,200 "abstaining".
ITEM 5. OTHER INFORMATION
The Company announced on April 19, 1996 that it had signed a definitive purchase
agreement with Aviall Inc. (NYSE: AVL) for the purchase of Aviall's Commercial
Engine Services division, including engine and component repair, maintenance,
overhaul and services operations located in Dallas, Fort Worth and McAllen,
Texas, and Prestwick, Scotland. The proposed acquisition, which has an estimated
net purchase price of approximately $250 million, is subject to a number of
conditions, including governmental approvals and the arrangement of financing.
On April 26, 1996, the Company's Board of Directors declared a dividend of one
share of the Company's Class B non-voting common stock, to holders of record of
Class A common stock on April 18, 1996, which was issued on May 8, 1996.
11
<PAGE>
On April 26, 1996, the Company filed Forms S-1 with the SEC to register the
proposed offers for the sale to the public of (i) 3,400,000 shares of Class B
common stock (4,000,000 shares if the underwriters exercise their over-allotment
options), and (ii) $150,000,000 of senior notes due 2006. Both of these proposed
offerings are related to, and expected to be consummated concurrently with, the
acquisition discussed above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Computation of Earnings per Share.
(b) Exhibit 27 - Financial Data Schedule.
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.
GREENWICH AIR SERVICES, INC.
(Registrant)
MAY 14, 1996 s/b ROBERT J. VANARIA
(Date) -----------------------------------
Robert J. Vanaria
Senior Vice President of Administration and
Chief Financial Officer
12
EXHIBIT 11
<TABLE>
<CAPTION>
GREENWICH AIR SERVICES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED MARCH 31,
1996 1995
------------------------- -------------------------
PRIMARY FULLY DILUTED PRIMARY FULLY DILUTED
------- ------------- ------- -------------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding 12,057,462 12,057,462 10,156,000 10,156,000
Additional shares assuming the
conversion of:
Options and warrants 283,842 407,592 31,646 40,288
Subordinated debentures 608,718 2,905,812
Weighted average number of common
shares outstanding, as adjusted 12,341,304 13,073,772 10,187,646 13,102,100
========== ========== ========== ==========
Net income applicable to common stock $2,324,716 $2,324,716 $1,321,804 $1,321,804
After-tax interest savings from
conversion of subordinated
debentures 42,732 203,988
---------- ---------- ---------- ----------
Net income, as adjusted $2,324,716 $2,367,448 $1,321,804 $1,525,792
Earnings per common share $0.19 $0.18 $0.13 $0.12
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31,
1996 1995
------------------------- -------------------------
PRIMARY FULLY DILUTED PRIMARY FULLY DILUTED
------- ------------- ------- -------------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding 11,843,133 11,843,133 10,156,000 10,156,000
Additional shares assuming the
conversion of:
Options and warrants 262,335 392,739 25,896 40,378
Subordinated debentures 608,718 2,905,812
---------- ---------- ---------- ----------
Weighted average number of common
shares outstanding, as adjusted 12,105,468 12,844,590 10,181,896 13,102,190
========== ========== ========== ==========
Net income applicable to common stock $4,418,344 $4,418,344 $2,359,327 $2,359,327
After-tax interest savings from
conversion of subordinated
debentures 85,464 407,976
---------- ---------- ---------- ----------
Net income, as adjusted $4,418,344 $4,503,808 $2,359,327 $2,767,303
Earnings per common share $0.36 $0.35 $0.23 $0.21
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 267,567
<SECURITIES> 0
<RECEIVABLES> 48,543,438
<ALLOWANCES> 1,287,750
<INVENTORY> 111,673,536
<CURRENT-ASSETS> 160,453,261
<PP&E> 34,684,128
<DEPRECIATION> (8,308,427)
<TOTAL-ASSETS> 188,298,084
<CURRENT-LIABILITIES> 62,275,530
<BONDS> 62,472,524
0
0
<COMMON> 125,596
<OTHER-SE> 50,747,774
<TOTAL-LIABILITY-AND-EQUITY> 188,298,084
<SALES> 118,624,872
<TOTAL-REVENUES> 118,624,872
<CGS> 99,921,793
<TOTAL-COSTS> 107,663,588
<OTHER-EXPENSES> (514)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,635,069
<INCOME-PRETAX> 7,326,729
<INCOME-TAX> 2,908,384
<INCOME-CONTINUING> 4,418,345
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,418,345
<EPS-PRIMARY> .36
<EPS-DILUTED> .35
</TABLE>
