================================================================================
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
Date of Report (Date of earliest event reported): May 1, 2003
----------
AVIALL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12380 65-0433083
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
2750 REGENT BOULEVARD 75261
DFW AIRPORT, TEXAS (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (972) 586-1000
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are furnished with this Form 8-K
99.1 Press Release dated May 1, 2003
99.2 Transcript of Conference Call dated May 1, 2003
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION PROVIDED UNDER ITEM 12 - RESULTS
OF OPERATIONS AND FINANCIAL CONDITION).
Pursuant to Securities and Exchange Commission Release No. 33-8216
dated March 27, 2003, the following information is being furnished under Item 12
of Form 8-K. The information in this Form 8-K, including the exhibits, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and is not incorporated by reference into
any filing of Aviall, Inc. (the "Company"), whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
On May 1, 2003, the Company issued a press release announcing its
financial results for the quarter ended March 31, 2003. The press release is
furnished as Exhibit 99.1 to this report and is incorporated by reference
herein.
On May 1, 2003, management of the Company held a conference call
concerning, among other things, its financial results for the quarter ended
March 31, 2003. A transcript of the conference call is furnished as Exhibit 99.2
to this report and is incorporated by reference herein.
Exhibit 99.2 to this report includes a "non-GAAP financial measure" as
defined in Item 10 of Regulation S-K of the Exchange Act. The non-GAAP financial
measure is the percentage increase in the Company's net sales from the first
quarter of 2002 to the first quarter of 2003, after including in the Company's
net sales for the first quarter of 2002 approximately $40.0 million of
Rolls-Royce Model T56 ("RR T56") engine parts sales made directly by Rolls-Royce
to the U.S. military during the RR T56 transition program, which ended in June
2002 (the "Net Sales Percentage Increase"). The Company received its full
contractual margin from Rolls-Royce on these sales and would have booked these
sales, but for the time required to transition shipments to the U.S. military
from Rolls-Royce to the Company. The Company assumed responsibility for direct
shipments to the U.S. military on Rolls-Royce's behalf at the end of the RR T56
transition program. As a result, management believes that including the
approximately $40.0 million of sales made directly by Rolls-Royce in calculating
the percentage increase in the Company's net sales provides a more appropriate
reference point for first quarter 2002 year-over-year comparisons than
calculating the percentage increase strictly on a GAAP basis. Exhibit 99.2
includes a reconciliation of the Net Sales Percentage Increase to the most
directly comparable financial measure calculated and presented in accordance
with generally accepted accounting principles in the United States.
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AVIALL, INC.
By: /s/ Colin M. Cohen
------------------------------------------
Name: Colin M. Cohen
Title: Vice President and Chief Financial Officer
Date: May 7, 2003
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Press Release dated May 1, 2003
99.2 Transcript of Conference Call dated May 1, 2003