-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfXkuRC5b5OcGbj6yPAp79s/no5bxspwGSYOwZjzS8CfT8eqRfLsoh8ZNH+o89bq d4Fud455yWBU489TJ23Z6w== 0000950150-99-000939.txt : 19990810 0000950150-99-000939.hdr.sgml : 19990810 ACCESSION NUMBER: 0000950150-99-000939 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL AIRCRAFT INVESTORS CENTRAL INDEX KEY: 0001029688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 954176107 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13451 FILM NUMBER: 99680547 BUSINESS ADDRESS: STREET 1: 3655 TORRANCE BLVD STREET 2: SUITE 410 CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3103163080 MAIL ADDRESS: STREET 1: 3655 TORRANCE BLVD STREET 2: SUITE 410 CITY: TORRANCE STATE: CA ZIP: 90503 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1999 1 UNITED STATES 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 JUNE 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 000-22249 INTERNATIONAL AIRCRAFT INVESTORS (Exact name of registrant as specified in its charter) CALIFORNIA 95-4176107 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3655 TORRANCE BOULEVARD, SUITE 410 TORRANCE, CALIFORNIA 90503 (Address of principal executive offices) (Zip Code) (310) 316-3080 (Registrant's telephone number, including area code) N/A (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 30, 1999 ----- ---------------------------- COMMON STOCK, $.01 PAR VALUE 4,212,284 -1- 2 INTERNATIONAL AIRCRAFT INVESTORS INDEX
PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets As of June 30, 1999 and December 31, 1998........................... 3 Condensed Consolidated Statements of Income Three months ended June 30, 1999 and 1998........................... 4 Condensed Consolidated Statements of Income Six months ended June 30, 1999 and 1998............................. 5 Condensed Consolidated Statements of Cash Flows Six months ended June 30, 1999 and 1998............................. 6 Notes to Condensed Consolidated Financial Statements................ 7 Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations........................................... 10 PART II. OTHER INFORMATION Item 4. Submission of Matters for Vote of Securities Holders................ 14 Item 6. Exhibits and Reports on Form 8-K.................................... 15 Signatures.......................................................... 16
-2- 3 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1999 1998 ------------- ------------- (UNAUDITED) ASSETS Cash and cash equivalents ..................................... $ 15,324,540 $ 15,923,982 Flight equipment, at cost less accumulated depreciation of $42,819,484 at June 30, 1999 and $36,099,484 at December 31, 1998 ....................................... 252,917,285 236,908,773 Cash, restricted .............................................. 13,280,199 13,387,878 Other assets .................................................. 2,158,569 1,670,383 ------------- ------------- $ 283,680,593 $ 267,891,016 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Accrued interest and other accrued expenses ................... $ 1,220,939 $ 1,000,291 Notes payable ................................................. 220,766,866 208,001,908 Lease and other deposits on flight equipment .................. 20,133,005 18,629,524 Deferred rent ................................................. 1,588,015 3,030,812 Deferred taxes, net ........................................... 3,474,758 2,477,876 ------------- ------------- 247,183,583 233,140,411 Commitments and contingencies Shareholders' equity Preferred stock, $.01 par value. Authorized 15,000,000 shares; none issued and outstanding ......................... -- -- Common stock, $.01 par value. Authorized 20,000,000 shares; issued and outstanding 4,212,284 shares at June 30, 1999 and 4,216,284 shares at December 31, 1998 ....................... 42,123 42,163 Additional paid-in capital .................................... 31,268,986 31,292,324 Deferred compensation ......................................... (375,000) (500,000) Retained earnings ............................................. 5,560,901 3,916,118 ------------- ------------- Net shareholders' equity ............................ 36,497,010 34,750,605 ------------- ------------- $ 283,680,593 $ 267,891,016 ============= =============
See accompanying notes to condensed consolidated financial statements -3- 4 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, ------------------------------ 1999 1998 ----------- ---------- (UNAUDITED) REVENUES: Rental of flight equipment ................................ $ 8,373,229 $6,120,193 Consulting fees ........................................... 200,000 -- Interest income ........................................... 368,453 490,079 ----------- ---------- Total revenues ..................................... 8,941,682 6,610,272 EXPENSES: Interest .................................................. 3,688,032 2,731,887 Depreciation .............................................. 3,360,000 2,454,000 General and administrative ................................ 365,316 372,693 Stock compensation ........................................ 62,500 62,500 ----------- ---------- Total expenses ...................................... 7,475,848 5,621,080 ----------- ---------- Income before income taxes and extraordinary loss ........... 1,465,834 989,192 Income tax expense .......................................... 557,015 397,200 ----------- ---------- Income before extraordinary loss ............................ 908,819 591,992 Extraordinary loss on debt extinguishment, net of income tax benefit of $131,322 ................................... 214,263 -- ----------- ---------- Net income .......................................... $ 694,556 $ 591,992 =========== ========== Basic earnings share: Income before extraordinary loss .................... $ .21 $ .13 Extraordinary loss .................................. (.05) -- ----------- ---------- Net income .......................................... $ .16 $ .13 =========== ========== Diluted earnings per share: Income before extraordinary loss .................... $ .21 $ .13 Extraordinary loss .................................. (.05) -- ----------- ---------- Net income .......................................... $ .16 $ .13 =========== ========== Weighted average common shares outstanding: Basic ................................................. 4,212,284 4,497,584 =========== ========== Assuming dilution ..................................... 4,329,024 4,679,055 =========== ==========
See accompanying notes to condensed consolidated financial statements -4- 5 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, -------------------------------- 1999 1998 ------------ ----------- (UNAUDITED) REVENUES: Rental of flight equipment ...................................... $ 17,246,886 $12,260,619 Consulting fees ................................................. 200,000 -- Interest income ................................................. 739,421 921,621 ------------ ----------- Total revenues ........................................... 18,186,307 13,182,240 EXPENSES: Interest ........................................................ 7,495,746 5,520,064 Depreciation .................................................... 6,720,000 4,908,000 General and administrative ...................................... 847,111 709,817 Stock compensation .............................................. 125,000 125,000 ------------ ----------- Total expenses ............................................ 15,187,857 11,262,881 ------------ ----------- Income before income taxes and cumulative effect of accounting change and extraordinary loss ................................... 2,998,450 1,919,359 Income tax expense ................................................ 1,139,404 770,200 ------------ ----------- Income before cumulative effect of accounting change and extraordinary loss .......................................... 1,859,046 1,149,159 Cumulative effect of change in accounting for ancillary payments under lease agreements, net of income tax expense of $139,000 ..................................................... -- 209,000 Extraordinary loss on debt extinguishment, net of income tax benefit of $131,322 ......................................... 214,263 -- ------------ ----------- Net income ................................................ $ 1,644,783 $ 1,358,159 ============ =========== Basic earnings share: Income before cumulative effect of accounting change ...... $ .44 $ .25 Cumulative effect of accounting change .................... -- .05 Extraordinary loss ........................................ (.05) -- ------------ ----------- Net income ................................................ $ .39 $ .30 ============ =========== Diluted earnings per share: Income before cumulative effect of accounting change ...... $ .43 $ .25 Cumulative effect of accounting change .................... -- .04 Extraordinary loss ........................................ (.05) -- ------------ ----------- Net income ................................................ $ .38 $ .29 ============ =========== Weighted average common shares outstanding: Basic ..................................................... 4,212,462 4,497,584 ============ =========== Assuming dilution ......................................... 4,325,181 4,661,662 ============ =========== Pro forma effect assuming the change in accounting principle is applied retroactively: Net income ................................................ $ 1,644,783 $ 1,149,159 Earnings per share: Basic ................................................ $ .39 $ .25 Diluted .............................................. $ .38 $ .25
See accompanying notes to condensed consolidated financial statements -5- 6 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, --------------------------------- 1999 1998 ------------ ------------ (UNAUDITED) Cash flows from operating activities: Net income ................................................. $ 1,644,783 $ 1,358,159 Adjustments to reconcile net income to cash provided by operating activities: Depreciation of flight equipment ....................... 6,720,000 4,908,000 Cumulative effect of accounting change ................. -- (209,000) Amortization of deferred transaction fees .............. 210,327 103,105 Deferred taxes, net .................................... 996,882 900,400 Stock compensation ..................................... 125,000 125,000 (Increase) decrease in assets: Cash, restricted ....................................... 107,679 (1,167,253) Other assets ........................................... (698,513) (4,864,460) Increase (decrease) in liabilities: Accrued interest and other accrued liabilities ......... 220,648 38,620 Lease and other deposits on flight equipment ........... 1,503,481 2,430,074 Deferred rent .......................................... (1,442,797) (993,400) ------------ ------------ Net cash provided by operating activities .............. 9,387,490 2,629,245 Cash flows from investing activities: Purchase of flight equipment ........................... (22,728,512) -- ------------ ------------ Net cash used in investing activities .................. (22,728,512) -- Cash flows from financing activities: Repayment of notes payable ............................. (20,684,159) (4,195,319) Repayment of notes payable to ILFC ..................... (1,896,356) (1,000,601) Repayment of notes payable to GLH ...................... -- (41,500) Proceeds from notes payable from ILFC .................. 35,345,473 -- Repurchase of common stock ............................. (23,378) -- ------------ ------------ Net cash provided by (used in) financing activities .... 12,741,580 (5,237,420) ------------ ------------ Net decrease in cash and cash equivalents .............. (599,442) (2,608,175) Cash and cash equivalents at beginning of period ........... 15,923,982 23,838,306 ------------ ------------ Cash and cash equivalents at end of period ................. $ 15,324,540 $ 21,230,131 ============ ============ Supplemental disclosure of cash flow information Cash paid for interest ................................. $ 7,089,771 $ 5,378,339
See accompanying notes to condensed consolidated financial statements -6- 7 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-K. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary for a fair presentation of the financial position of the Company as of June 30, 1999 and December 31, 1998 and the results of its operations for the three month and six month periods ended June 30, 1999 and 1998 and its cash flows for the six months ended June 30, 1999 and 1998. Operating results for the six month period ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. 2. EXTRAORDINARY ITEM In May 1999, the Company repaid a note with a principal amount of $15,745,473 prior to maturity. The note was due May 2000 with a rate of 7.96%. The repayment resulted in an extraordinary charge of $214,263, net of a $131,322 income tax benefit. 3. ACCOUNTING CHANGE Effective January 1, 1998, the Company changed its method of accounting for income recognition of ancillary payments under lease agreements to a full accrual method from recognition upon lease termination. This new method, which was accounted for as a change in accounting method, was made to better reflect the earnings process under lease agreements. The effect of this change on net earnings and earnings per share, before cumulative effect of accounting change, for the three month periods ended June 30, 1999 and 1998, respectively were increases of $428,000 ($.10 per basic share and diluted share) and $157,000 ($.03 per basic and diluted share) and the six month periods ended June 30, 1999 and 1998, respectively were $908,000 ($.22 per basic share and $.21 per diluted share) and $314,000 ($.07 per basic and diluted share). The cumulative effect on retained earnings at January 1, 1998 of the accounting change was an increase of approximately $209,000 ($.05 per basic and diluted share), net of related income taxes of $139,000. The pro forma amounts shown on the condensed consolidated statements of income have been adjusted for the effect of retroactive application. 4. MANAGEMENT ESTIMATES The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions. These affect the reported amounts of assets, liabilities, revenues and expenses and the amount of any contingent assets or liabilities disclosed in the condensed consolidated financial statements. Actual results could differ from estimates made. The Company leases flight equipment to various commercial airline fleets on short-term to medium-term operating leases, generally three to five years. The related flight equipment is generally financed by borrowings that become due at or near the end of the lease term through a balloon payment. As a result, the Company's operating results depend -7- 8 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) on management's ability to roll over debt facilities, renegotiate favorable leases and realize estimated residual values. 5. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ------------------------------ ------------------------------ 1999 1998 1999 1998 ----------- ---------- ----------- ---------- Numerator: Income before cumulative effect of accounting change and extraordinary loss ......... $ 908,819 $ 591,992 $ 1,859,046 $1,149,159 Cumulative effect of change in accounting for ancillary payments under lease agreements ........ -- -- -- 209,000 Extraordinary loss on debt extinguishment .......... 214,263 -- 214,263 -- ----------- ---------- ----------- ---------- Net income ........................................... $ 694,556 $ 591,992 $ 1,644,783 $1,358,159 Denominator: Denominator for basic earnings per share- weighted average shares outstanding .............. 4,212,284 4,497,584 4,212,462 4,497,584 Effect of dilutive securities: Employee stock options ............................. 115,795 181,471 112,147 164,078 Non-employee stock options ......................... 945 -- 572 -- ----------- ---------- ----------- ---------- Dilutive potential common shares ..................... 116,740 181,471 112,719 164,078 ----------- ---------- ----------- ---------- Denominator for diluted earnings per share- adjusted weighted average shares and assumed conversions ...................................... 4,329,024 4,679,055 4,325,181 4,661,662 Basic earnings per share: Income before cumulative effect of accounting change and extraordinary loss ......... $ .21 $ .13 $ .44 $ .25 Cumulative effect of accounting change ............. -- -- -- .05 Extraordinary loss ................................. (.05) -- (.05) -- ----------- ---------- ----------- ---------- Net income ........................................... $ .16 $ .13 $ .39 $ .30 =========== ========== =========== ========== Diluted earnings per share: Income before cumulative effect of accounting change and extraordinary loss ......... $ .21 $ .13 $ .43 $ .25 Cumulative effect of accounting change ............. -- -- -- .04 Extraordinary loss ................................. (.05) -- (.05) -- ----------- ---------- ----------- ---------- Net income ......................................... $ .16 $ .13 $ .38 $ .29 =========== ========== =========== ==========
The Company issued its underwriters warrants to purchase 260,000 shares of its common stock at $12 per share in connection with its initial public offering. These warrants were excluded from the computation of diluted net income -8- 9 INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) per common share because they were anti-dilutive. The warrants are exercisable through November 5, 2000. 6. FLIGHT EQUIPMENT The Company entered into an agreement to purchase four aircraft from International Lease Finance Corporation (ILFC). In June 1999, the Company completed the purchase of the first aircraft under that agreement. 7. NOTES PAYABLE The Company extended notes due May 1999 with balances totaling $2,017,000 to July 1999. The Company extended a note due July 1999 with a balance totaling $17,350,422 to October 1999. Related to the acquisition of an aircraft purchased in June 1999, the Company obtained bridge financing of $14,700,000 due November 2000 from ILFC and a subordinated note of $4,900,000 due July 2004 from ILFC. During May 1999, the Company repaid a note with a bank with a principal balance of $15,745,473 prior to maturity. The Company repaid the note with bridge financing obtained from ILFC. It is the Company's intent to refinance bridge financings with term notes. At June 30, 1999 the Company's weighted average composite interest rate was 7%. 8. SHAREHOLDERS' EQUITY The Company granted options to purchase 60,000 shares of the Company's common stock at an exercise price of $6.38 under the 1997 Eligible Directors Option Plan and the 1997 Employee Stock Option and Award Plan. -9- 10 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS) OVERVIEW We are primarily engaged in the acquisition of used, single-aisle jet aircraft for lease and sale to domestic and foreign airlines and other customers. We lease aircraft under short-term to medium-term operating leases where the lessee is responsible for all operating costs, including major overhauls and we retain the potential benefit or risk of the residual value of the aircraft, as distinct from finance leases where the full cost of the aircraft is generally recovered over the term of the lease. Rental amounts are accrued evenly over the lease term and are recognized as revenue from the rental of flight equipment. Our flight equipment is recorded on the balance sheet at cost and is depreciated on a straight-line basis over the estimated useful life to our estimated salvage value. Revenue, depreciation expense and resultant profit for operating leases are recorded evenly over the life of the lease. Initial direct costs related to the origination of leases are capitalized and amortized over the lease terms. This Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Reference is made to the cautionary statements made in our Report on Form 10-K for the year ended December 31, 1998 ("Form 10-K") which should be read as being applicable to all related forward-looking statements wherever they appear in this Report on Form 10-Q. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in the Form 10-K. EXTRAORDINARY ITEM In May 1999, we repaid a note with a principal amount of $15,745 prior to maturity. The note was due May 2000 with a rate of 7.96%. The repayment resulted in an extraordinary charge of $214, net of a $131 income tax benefit. ACCOUNTING CHANGE Effective January 1, 1998, we changed our method of accounting for income recognition of ancillary payments under lease agreements to a full accrual method from recognition upon lease termination. This new method, which was accounted for as a change in accounting method, was made to better reflect the earnings process under lease agreements. The effect of this change on net earnings, before cumulative effect of accounting change, for the three month periods ended June 30, 1999 and 1998, respectively were increases of $428 and $157 and the six month periods ended June 30, 1999 and 1998, respectively were increases of $908 and $314. The cumulative effect on retained earnings at January 1, 1998 of the accounting change was an increase of approximately $209, net of related income taxes of $139. RESULTS OF OPERATIONS Three Months Ended June 30, 1999 and 1998 Revenues from rental of flight equipment increased by 37%, or $2,253, to $8,373 in the three months ended June 30, 1999 compared to the same period in 1998 as a result of the acquisition of three aircraft on lease, an acceleration of revenues on ancillary payments resulting from lease terminations as well as the impact of the change in accounting method discussed above. The one additional aircraft purchased in June 1999 had an insignificant impact on our income statement in the three month period ended June 30, 1999. Our lease portfolio consisted of fourteen aircraft on lease with a book value of $252,917 at June 30, 1999 and ten aircraft on lease with a book value of $167,598 at June 30, 1998. -10- 11 In the three months ended June 30, 1999, we earned $200 of consulting fees. No consulting fees were earned in the three month period ended June 30, 1998. Interest income decreased to $368 for the three months ended June 30, 1999 from $490 for the same period in 1998 principally as a result a decrease in interest rates from 1998 to 1999 and a decrease in cash and restricted cash balances. Expenses as a percent of total revenues were 84% and 85% during the three months ended June 30, 1999 and 1998, respectively. This decrease in the percentage is due to the effect of the 35% increase in total revenue while expenses increased 33%. Interest expense increased to $3,688 for the three months ended June 30, 1999 from $2,732 for the same period in 1998 principally as a result of interest on financing related to the acquisition of three additional aircraft, offset by the effect of loan paydowns. Our composite interest rate was 7% and 7.3% at June 30, 1999 and 1998, respectively. Depreciation expense increased to $3,360 in the second quarter of 1999 from $2,454 in the second quarter of 1998 primarily as a result of the acquisition of three additional aircraft. General and administrative expenses decreased to $365 in the three months ended June 30, 1999 from $373 in the same period of 1998. Increases in compensation expense were offset by decreases in insurance and professional fees. During the three months ended June 30, 1999 and 1998, we incurred $62 of non-cash stock compensation related to the vesting of options granted to executive officers. Income tax expense increased to $557 from $397 as a result of the increase in revenues and reduction in total expenses as a percent of total revenues. The $160 increase in income tax expense represents a non-cash provision for deferred income taxes at an effective rate of 38%. We continue to generate substantial federal net operating loss carryforwards primarily resulting from accelerated tax depreciation. Net income increased to $695 for the three months ended June 30, 1999 from $592 for the same period in 1998 due to the factors described above and the effect of the extraordinary item. Six Months Ended June 30, 1999 and 1998 Revenues from rental of flight equipment increased by 41%, or $4,987, to $17,247 in the six months ended June 30, 1999 compared to the same period in 1998 as a result of the acquisition of three aircraft on lease, an acceleration of revenues from ancillary payments resulting from lease terminations as well as the impact of the change in accounting method discussed above. The one additional aircraft purchased in June 1999 had an insignificant impact on our income statement in the three month period ended June 30, 1999. In the six months ended June 30, 1999, we earned $200 of consulting fees. No consulting fees were earned in the six month period ended June 30, 1998. Interest income decreased to $739 for the six months ended June 30, 1999 from $922 for the same period in 1998 principally as a result a decrease in interest rates from 1998 to 1999 and a decrease in cash and restricted cash balances. Expenses as a percent of total revenues were 84% and 85% during the six months ended June 30, 1999 and 1998, respectively. This decrease in the percentage is due to the effect of the 38% increase in total revenue while expenses increased 35%. Interest expense increased to $7,496 for the six months ended June 30, 1999 from $5,520 for the same period in 1998 principally as a result of interest on financing related to the acquisition of three additional aircraft, offset by the effect of loan paydowns. Depreciation expense increased to $6,720 in 1999 from $4,908 in 1998 primarily as a result of the acquisition of three additional aircraft. General and administrative expenses increased to $847 in the six months ended June 30, 1999 from $710 in the same period of 1998. The increase in general and administrative expense was primarily the result of additional compensation expense. During the six months ended June 30, 1999 and 1998, we incurred $125 of non-cash stock compensation related to the vesting of options granted to executive officers. The $369 increase in income tax expense represents a non-cash provision for deferred income taxes at an effective rate of 38%. The Company paid no federal income taxes during the six months ended June 30, 1999 due to substantial net operating loss carryforwards resulting primarily from accelerated tax depreciation. Net income increased to $1,645 for the six months ended June 30, 1999 from $1,358 for the same period in 1998 due -11- 12 to the factors described above and the effects of the extraordinary item and the change in accounting method. LIQUIDITY AND CAPITAL RESOURCES Our principal external sources of funds have been term loans from banks and seller financing secured by flight equipment and the net proceeds from our initial public offering. A substantial amount of our cash flow from rental of flight equipment is applied to principal and interest payments on secured debt. The terms of our loans generally require a substantial balloon payment at the end of the noncancellable portion of the lease of the related flight equipment, at which time we will be required to re-lease the flight equipment and renegotiate the balloon amount of the loan or obtain other financing. Refinancing of the balloon amount is dependent upon our re-leasing the related flight equipment. Accordingly, we begin lease remarketing efforts well in advance of the lease termination. The principal use of cash is for financing the acquisition of our flight equipment portfolio, which is financed by loans secured by the applicable flight equipment. As a result, we do not currently maintain a line of credit. For the six months ended June 30, 1999, net cash provided from operating activities increased by $6,758 principally as a result of an increase of $287 in net income, an increase in a non-cash expense for depreciation of $1,812 and decreases in restricted cash and other assets of $1,275 and $4,166, respectively, partially offset by a decrease in lease and other deposits of $927 and decrease in deferred rent. The increase of $22,729 in cash used in investing activities resulted primarily from the purchase of an aircraft during the three months ended June 30, 1999. No aircraft were purchased during the six months ended June 30, 1998. For the six months ended June 30, 1999, net cash provided in financing activities was $12,742 compared to net cash used in financing activities of $5,237 during the six months ended June 30, 1998. Proceeds from financing activities resulted primarily from $15,745 of bridge financing from ILFC and $19,600 of financing from ILFC related to the purchase of an aircraft. Proceeds from financing activities were partially offset in 1999 by loan paydowns and stock repurchases of $22,604. In 1998, proceeds used in financing activities was $5,237 as a result of loan paydowns. Cash and cash equivalents vary from period to period principally as a result of the timing of the purchase and sale of aircraft. We use interest swap arrangements to reduce the potential impact of increases in interest rates on floating rate long-term debt and does not use them for trading purposes. Premiums paid for purchased interest rate swap agreements are amortized to interest expense over the terms of the swap agreements. Our ability to successfully execute our business strategy and to sustain our operations is dependent, in part, on our ability to obtain financing and to raise equity capital. There can be no assurance that the necessary amount of such capital will continue to be available to us on favorable terms or at all. If we were unable to continue to obtain any portion of required financing on favorable terms, our ability to add new aircraft to its lease portfolio, extend leases, release an aircraft, repair or recondition an aircraft if required, or retain ownership of an aircraft on which financing has expired would be impaired, which would have a material adverse effect on our business, financial condition and results of operations. In addition, our financing arrangements to date have been dependent in part upon International Lease Finance Corporation. IMPACT OF YEAR 2000 The Year 2000 issue results from computer programs written using two digits to identify the year in the date field. These computer programs were designed and developed without consideration of the impact of the upcoming change in the century. If not corrected, these programs could create erroneous information by or at the Year 2000. We have performed a review and assessment of our internal computer systems to determine the effect of the Year 2000 -12- 13 issue. Based on the results of this review, we believe that the internal effects of the Year 2000 issue will not materially affect our future financial results or financial condition. Failure by our lessees, manufacturers of our aircraft and business partners to properly comply with Year 2000 issues could result in lost revenues and increased expenses. We have initiated formal communications with lessees, manufacturers of our aircraft and business partners to determine the extent to which we and our aircraft are vulnerable to those third parties' failure to address their own Year 2000 issues. Based on the responses from third parties we have received, we do not expect a material affect on our financial results or our financial position. As such, no contingency plan has been developed. If future responses indicate a material exposure as a result of third parties, we will develop a contingency plan. We expect to be Year 2000 compliant by December 31, 1999. We have incurred no additional costs associated with the Year 2000 issue and estimate that no additional costs will be incurred. We will continue assessing our internal and external risk as we acquire additional information systems and enter into business relationships with additional lessees, manufacturers of aircraft and other business partners. A possible scenario is that one or more of our lessees would be unable to operate and generate revenues and as a result be unable to make lease payments. At this time, we are unable to estimate the likelihood or the magnitude of the resulting lost revenue. -13- 14 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of shareholders, at which the proposals described below were submitted to stockholders, was held June 3, 1999. Proposal No. 1 Election of Directors. The following individuals, who received the votes indicated, were elected as directors:
Name FOR WITHHELD ---- --------- -------- William E. Lindsey 2,932,698 46,611 Michael P. Grella 2,932,698 46,611 Magnus Gunnarsson 2,932,698 46,611 Ralph O. Hellmold 2,932,698 46,611 Aaron Mendelsohn 2,932,698 46,611 Christer Salen 2,932,698 46,611 Kenneth Taylor 2,932,698 46,611 Stuart M. Warren 2,932,698 46,611
Proposal No. 2 The proposal to amend the Company's 1997 Stock Option and Award Plan. The results of the voting were as follows:
FOR AGAINST ABSTAIN --------- ------- ------- 1,664,342 176,395 10,400
Proposal No. 3 The proposal to amend the Company's 1997 Eligible Directors Stock Option Plan. The results of the voting were as follows:
FOR AGAINST ABSTAIN --------- ------- ------- 1,768,387 72,195 10,555
Proposal No. 4 The proposal to ratify the selection of KPMG LLP as independent public accountants for the Company for the fiscal year ending December 31, 1999. The results of the voting were as follows:
FOR AGAINST ABSTAIN --------- ------- ------- 2,968,587 5,500 3,000
-14- 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS
NUMBER DESCRIPTION ------ ----------- 3.1 Amended and Restated Articles of Incorporation of the Company. Filed as Exhibit 3.1 to Form 10-Q for the quarterly period ended September 30, 1997, and incorporated herein by reference 3.2 Amended and Restated Bylaws of the Company. Filed as Exhibit 3.2 to Form 10-Q for the quarterly period ended September 30, 1997, and incorporated herein by reference 4.1 Senior Term Loan Agreement, dated December 10, 1997, between IAI V, Inc. and City National Bank. Filed as Exhibit 4.11 to Form 10-Q for the quarterly period ended September 30, 1997, and incorporated herein by reference 4.2 The Company hereby agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the consolidated assets of the Company 18 Preferability letter regarding change in accounting principle. Filed as Exhibit 18 to Form 10-Q for the quarterly period ended March 31, 1998, and incorporated herein by reference 27.1 Financial Data Schedule for the three months ended June 30, 1999 27.2 Financial Data Schedule for the six months ended June 30, 1999
REPORTS ON FORM 8-K: During the quarter ended June 30, 1999, the Company did not file any reports on Form 8-K. -15- 16 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. INTERNATIONAL AIRCRAFT INVESTORS August 5, 1999 /s/ MICHAEL P. GRELLA ---------------------------------------- Michael P. Grella President And Chief Operating Officer August 5, 1999 /s/ RICK O. HAMMOND ---------------------------------------- Rick O. Hammond Vice President-Finance And Treasurer -16- EX-27.1 2 FINANCIAL DATA SCHEDULE - THREE MONTHS 6/30/99
5 3-MOS DEC-31-1999 APR-01-1999 JUN-30-1999 15,324,540 0 0 0 0 0 295,736,769 42,819,484 283,680,593 0 220,766,866 0 0 42,123 36,454,887 283,680,593 0 8,941,682 0 3,787,816 0 0 3,688,032 1,465,834 557,015 908,819 0 214,263 0 694,556 .16 .16
EX-27.2 3 FINANCIAL DATA SCHEDULE - SIX MONTHS, 6/30/99
5 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 15,324,540 0 0 0 0 0 295,736,769 42,819,484 283,680,593 0 220,766,866 0 0 42,123 36,454,887 283,680,593 0 18,186,307 0 7,692,111 0 0 7,495,746 2,998,450 1,139,404 1,859,046 0 214,263 0 1,644,783 .39 .38
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