-----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, QUEpCjUwkTovyP9QZPs5y0Xsbn+Wp95lwK2ZFgXkUl6xpFassANnj/1Ie9hs4daa htcFtgVpVLD9iJeqTOvG0A== 0001104659-04-007777.txt : 20040317 0001104659-04-007777.hdr.sgml : 20040317 20040317153551 ACCESSION NUMBER: 0001104659-04-007777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040317 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06263 FILM NUMBER: 04675468 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 8-K 1 a04-3600_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 17, 2004

Date of Report (Date of earliest event reported)

 

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or other jurisdiction of incorporation

 

1-6263

 

36-2334820

(Commission File Number)

 

(IRS Employer Identification No.)

 

One AAR Place, 1100 N. Wood Dale Road
Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

 

Registrant’s telephone number, including area code:  (630) 227-2000

 

 



 

Item 7.                                                           Financial Statements and Exhibits

 

(c)                                  Exhibits

 

99.1                           Press Release dated March 17, 2004 issued by AAR CORP.

 

Item 12.                                                    Results of Operations and Financial Condition

 

On March 17, 2004, AAR CORP. (“the Company”) issued a press release announcing financial results for the third quarter ended February 29, 2004.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

2



 

SIGNATURE

 

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 hereunto duly authorized.

 

 

Date:  March 17, 2004

 

 

AAR CORP.

 

 

 

 

 

By:

 /s/ TIMOTHY J. ROMENESKO

 

Timothy J. Romenesko

 

Vice President-Chief Financial Officer & Treasurer

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated March 17, 2004 issued by AAR CORP.

 

4


EX-99.1 3 a04-3600_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS

 

For immediate release

 

Contact:                 Timothy J. Romenesko
Vice President, Chief Financial Officer
(630) 227-2090
e-mail address: tromenesko@aarcorp.com
web address: www.aarcorp.com

 

AAR REPORTS THIRD QUARTER FISCAL YEAR 2004 RESULTS

 

WOOD DALE, ILLINOIS (March 17, 2004) — AAR (NYSE: AIR) today reported its third consecutive quarter of sales growth and improved profitability, with net sales of $161.2 million and net income of $3.0 million or $0.09 per share for the third quarter ended February 29, 2004.  The results represent the highest quarterly sales, gross profit, operating income and net income since the events of September 11, 2001 and include the benefit of a lower effective income tax rate.  For the third quarter of last fiscal year, the Company reported net sales of $157.0 million and net income of $0.7 million or $0.02 per share.

 

“We are pleased to report another quarter of sales and earnings growth.  Demand for mobility products and performance based logistics services from government customers and their contractors remained strong during the period,” said David P. Storch, President and CEO of AAR.  “We have initiatives in place to increase sales through more long-term program activity and are focused on improving our operating margins and optimizing our asset efficiency.  We’ve stepped up efforts to identify strategic customers for additional long-term sales programs, similar to the recently announced Avio and Vietnam Airlines programs.  We’re working to improve our operating margins through better labor utilization and materials management and by increasing the engineering and technical content in our products.  Our prudent inventory acquisitions have resulted in improved asset efficiency for our parts trading operations, as evidenced by inventory turns of 3.2x for parts purchased since November 2001.”

 

The year-over-year sales growth and improved profitability were driven primarily by record shipments of manufactured products that support the U.S. Military’s mobility requirements, resulting in a 30.4% increase in sales for the Manufacturing segment.  In the Inventory & Logistics Services segment, demand for logistics support services from government customers continued to grow. Overall sales in this segment declined 3.9% due primarily to the Company’s strategy to de-emphasize low-margin new parts distribution sales.  Sales in the Maintenance, Repair and Overhaul (MRO) segment were 4.9% lower compared with the prior year as the Company experienced lower sales of

 

One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois 60191 USA 1-630-227-2000 Fax 1-630-227-2101

 



 

component repair services. The Company did, however, experience higher sales at its airframe maintenance facility.

 

The Company achieved higher margins during the third quarter, with gross profit margin increasing to 16.5% from 15.6% in the prior year and operating income increasing 34.3% versus the prior year.  The Company also improved working capital turnover to 3.1x from 2.6x in the prior year and increased order backlog 2% during the quarter and 47% since the beginning of the fiscal year.

 

Upon completing its fiscal 2003 federal income tax return, the Company determined that it qualified for additional tax benefits of $0.6 million related primarily to its export activities. The Company also reviewed its expected income tax rate for fiscal 2004 and now expects that tax benefits related to current-year export activities will offset federal income tax expense for the year. Taking these items into account, the Company’s net income tax benefit was $0.1 million for the third quarter of fiscal 2004.

 

During the quarter, the Company issued $75.0 million principal amount of 2.875% convertible notes due February 1, 2024.  The senior, unsecured notes are convertible, under certain circumstances, into approximately 4.03 million shares of AAR common stock at a conversion price of $18.59 per share.  “We are very pleased with this recent financing, which has enabled us to enhance our liquidity, lower our interest expense and increase our operating flexibility.  This added financial flexibility enables us to support our businesses by providing resources to expand capabilities and capitalize on new market opportunities,” Storch added.  The Company used a portion of the proceeds to repurchase $35.0 million of accounts receivable which had been sold under its accounts receivable securitization facility, to repay $16.9 million of 8.00% notes prior to their maturity, and to repay $4.0 million outstanding under its revolving credit facility.  The annual interest expense savings related to these debt repayments is approximately $1.3 million pre tax.  The Company ended the quarter with $100.6 million of cash and available lines of credit. Subsequent to February 29, 2004, the Company repaid notes payable in the amount of $13.5 million.

 

AAR (NYSE: AIR) is a leading provider of aftermarket support to the worldwide aviation/aerospace industry. Products and services include customized inventory management and logistics programs, encompassing supply, repair and manufacture of spare parts and systems. Headquartered in Wood Dale, Illinois, AAR serves commercial and government aircraft fleet operators and independent service customers throughout the world. Further information can be found at www.aarcorp.com.

 

2



 

AAR will hold its quarterly conference call at 10:30 AM (CST) on March 17, 2004. The conference call can be accessed via dial-in (1-913-981-5542; conference code 457532). A replay of the call will be available (1-719-457-0820; conference code 457532) until 12:00 AM (CST) on March 23, 2004.

 

# # #

 

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 7, entitled “Factors Which May Affect Future Results”, included in the Company’s May 31, 2003 Form 10-K. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.  These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control.  The Company assumes no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.

 

3



 

AAR CORP. and Subsidiaries

 

Comparative Statement of Operations

 

 

 

Three Months Ended
February 29/28,

 

Nine Months Ended
February 29/28,

 

(In thousands except per share data)

 

2004

 

2003

 

2004

 

2003

 

 

 

(Unaudited)

 

(Unaudited)

 

Sales

 

$

161,151

 

$

156,992

 

$

472,784

 

$

461,208

 

Cost of sales

 

134,578

 

132,467

 

399,965

 

395,988

 

Gross profit

 

26,573

 

24,525

 

72,819

 

65,220

 

SG&A and other

 

19,172

 

19,016

 

58,322

 

59,240

 

Operating income

 

7,401

 

5,509

 

14,497

 

5,980

 

Interest expense

 

4,720

 

4,803

 

14,394

 

14,553

 

Interest income

 

284

 

296

 

1,200

 

1,049

 

Pretax income (loss)

 

2,965

 

1,002

 

1,303

 

(7,524

)

Provision (benefit) for income taxes

 

(84

)

351

 

(666

)

(2,633

)

Net income (loss)

 

3,049

 

651

 

1,969

 

(4,891

)

Earnings (loss) per share-Basic

 

$

0.09

 

$

0.02

 

$

0.06

 

$

(0.15

)

Earnings (loss) per share-Diluted

 

$

0.09

 

$

0.02

 

$

0.06

 

$

(0.15

)

Average shares outstanding-Basic

 

32,168

 

31,846

 

31,999

 

31,852

 

Average shares outstanding-Diluted

 

32,732

 

31,849

 

32,246

 

31,852

 

 

Balance Sheet Highlights

 

(In thousands except per share data)

 

February 29,
2004

 

May 31, 2003

 

 

 

(Unaudited)

 

(Derived from audited
financial statements)

 

Cash and cash equivalents

 

$

48,885

 

$

29,154

 

Current assets

 

437,750

 

396,412

 

Current maturities of recourse LTD

 

6,860

 

59,729

 

Current maturities of non-recourse LTD*

 

726

 

32,527

 

Current liabilities (excluding current maturities of LTD)

 

122,791

 

111,319

 

Net property, plant and equipment

 

83,188

 

94,029

 

Total assets

 

721,229

 

686,621

 

Recourse long-term debt

 

229,598

 

164,658

 

Non-recourse long-term debt*

 

31,406

 

 

Stockholders’ equity

 

297,471

 

294,988

 

Book value per share

 

$

9.23

 

$

9.26

 

Shares outstanding

 

32,245

 

31,850

 

 


* The Company’s non-recourse debt associated with an aircraft was refinanced in January of 2004 with the maturity date extended to July of 2005.  Accordingly, a portion of the non-recourse debt has been classified as long-term.

 

Sales By Business Segment

 

 

 

Three Months Ended
February 29/28,

 

Nine Months Ended
February 29/28,

 

(In thousands - unaudited)

 

2004

 

2003

 

2004

 

2003

 

Inventory & Logistics Services

 

$

61,148

 

$

63,654

 

$

192,142

 

$

190,151

 

Maintenance, Repair & Overhaul

 

49,899

 

52,496

 

156,324

 

151,810

 

Manufacturing

 

44,246

 

33,930

 

101,212

 

91,233

 

Aircraft & Engine Sales & Leasing

 

5,858

 

6,912

 

23,106

 

28,014

 

 

 

$

161,151

 

$

156,992

 

$

472,784

 

$

461,208

 

 

4


GRAPHIC 4 g36001mmimage002.gif GRAPHIC begin 644 g36001mmimage002.gif M1TE&.#EAG``X`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````G``X`(0```#___\!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,! M`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,! M`@,!`@,!`@,!`@,!`@,"_XR/J.$T1S?H]JBC>.*X MQYA@&$91!B-)$L-U6;5Y&-%$5A0/=(0L832$M MC?^J`%9$%E&B+',0N MX\+&\+Y,W)@D6\.46H+ZB9=EZ*]?5:X4-8Z/WM%H6%,D38VMF\E4;M6OPZZ>[-OTVS)9(E-"'NXP:.CEN.JY;D;IK-_8Y8`=AKR[ J^"?:OY4=OZ8V^O5HK;)_#^F]_.'GYX^7;E]^_?S\^_L'_P]@@/T5```[ ` end
-----END PRIVACY-ENHANCED MESSAGE-----