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 Quarterly Period Ended November 30, 2001
Commission file number 1-6263
AAR CORP
.
(Exact name of registrant as specified in its charter)
Delaware |
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36-2334820 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois |
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60191 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (630) 227-2000
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 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 / /.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each on the issuer's classes of common stock, as of the latest practicable date.
$1.00 par value, 26,859,184 shares outstanding as of December 31, 2001
AAR CORP. and Subsidiaries
Quarterly Report on Form 10-Q
November 30, 2001
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Part I FINANCIAL INFORMATION | ||||||
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Item 1. |
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Financial Statements |
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Condensed Consolidated Balance Sheets |
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3 |
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Condensed Consolidated Statements of Operations |
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4 |
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Condensed Consolidated Statements of Cash Flows |
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5 |
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Condensed Consolidated Statements of Comprehensive Income |
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6 |
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Notes to Condensed Consolidated Financial Statements |
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7-11 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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12-17 |
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Item 3. |
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Quantitative and Qualitative Disclosure About Market Risk |
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19 |
Part IIOTHER INFORMATION |
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Item 4. |
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Submission of Matters to a Vote of Security Holders |
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20 |
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Item 6. |
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Exhibits and Reports on Form 8-K |
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Exhibits |
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20 |
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Reports on Form 8-K |
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20 |
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Signature Page |
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20 |
2
PART I, ITEM 1FINANCIAL STATEMENTS
AAR CORP. and Subsidiaries
Condensed Consolidated Balance Sheets
As of November 30, 2001 and May 31, 2001
(In thousands)
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November 30,
2001 |
May 31,
2001 |
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(Unaudited)
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(Derived from
audited financial statements) |
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ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 53,129 | $ | 13,809 | |||||
Accounts receivable, less allowances of $9,879 and $11,016 respectively | 79,240 | 115,187 | |||||||
Inventories | 215,399 | 263,099 | |||||||
Equipment on or available for short-term leases | 50,419 | 57,491 | |||||||
Deposits, prepaids and other | 32,221 | 28,255 | |||||||
Deferred tax assets | 41,507 | 8,015 | |||||||
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Total current assets | 471,915 | 485,856 | |||||||
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Property, plant and equipment, net | 105,513 | 108,907 | |||||||
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Other assets: | |||||||||
Investments in leveraged leases | 28,906 | 28,715 | |||||||
Cost in excess of underlying net assets of acquired companies, net | 45,456 | 45,375 | |||||||
Equipment on long-term leases | 24,689 | | |||||||
Other | 37,729 | 33,001 | |||||||
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136,780 | 107,091 | ||||||||
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$ | 714,208 | $ | 701,854 | ||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Short-term debt | $ | 70,772 | $ | | |||||
Current maturities of long-term debt | 390 | 410 | |||||||
Notes payable | | 13,242 | |||||||
Accounts payable | 69,769 | 73,975 | |||||||
Accrued liabilities | 42,866 | 37,765 | |||||||
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Total current liabilities | 183,797 | 125,392 | |||||||
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Long-term debt, less current maturities | 189,733 | 179,987 | |||||||
Deferred tax liabilities | 55,134 | 55,063 | |||||||
Retirement benefit obligation | 1,200 | 1,200 | |||||||
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246,067 | 236,250 | ||||||||
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Stockholders' equity: | |||||||||
Preferred stock, $1.00 par value, authorized 250 shares; none issued | | | |||||||
Common stock, $1.00 par value, authorized 100,000 shares; issued 29,407 and 29,371 shares, respectively | 29,407 | 29,371 | |||||||
Capital surplus | 149,035 | 148,316 | |||||||
Retained earnings | 162,888 | 219,848 | |||||||
Treasury stock, 2,531 and 2,434 shares at cost, respectively | (40,431 | ) | (39,041 | ) | |||||
Unearned restricted stock awards | (1,610 | ) | (2,499 | ) | |||||
Accumulated other comprehensive income (loss) | |||||||||
Cumulative translation adjustments | (11,893 | ) | (12,731 | ) | |||||
Minimum pension liability | (3,052 | ) | (3,052 | ) | |||||
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284,344 | 340,212 | ||||||||
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$ | 714,208 | $ | 701,854 | ||||||
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The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
3
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended November 30, 2001 and 2000
(Unaudited)
(In thousands except per share data)
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Three Months Ended November 30,
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Six Months Ended November 30,
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2001
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2000
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2001
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2000
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Sales: | ||||||||||||||
Sales from products and leasing | $ | 124,458 | $ | 183,000 | $ | 304,850 | $ | 383,810 | ||||||
Sales from services | 20,431 | 24,637 | 43,032 | 48,715 | ||||||||||
Pass through sales | | 3,698 | | 20,580 | ||||||||||
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144,889 | 211,335 | 347,882 | 453,105 | |||||||||||
Costs and operating expenses: |
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Cost of products and leasing | 107,594 | 153,376 | 263,408 | 324,575 | ||||||||||
Cost of services | 16,787 | 18,924 | 34,826 | 38,198 | ||||||||||
Cost of pass through sales | | 3,698 | | 20,580 | ||||||||||
Cost of salesimpairment charges | 75,900 | | 75,900 | | ||||||||||
Selling, general and administrative and other | 20,679 | 23,879 | 44,374 | 48,423 | ||||||||||
Special charges | 10,100 | | 10,100 | | ||||||||||
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231,060 | 199,877 | 428,608 | 431,776 | |||||||||||
Operating income (loss) |
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(86,171 |
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11,458 |
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(80,726 |
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21,329 |
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Interest expense |
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(5,426 |
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(5,718 |
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(10,970 |
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(11,706 |
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Interest income | 942 | 245 | 1,689 | 751 | ||||||||||
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Income (loss) before provision for income taxes |
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(90,655 |
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5,985 |
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(90,007 |
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10,374 |
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Provision (benefit) for income taxes |
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(36,171 |
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1,707 |
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(36,009 |
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2,937 |
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Net income (loss) |
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$ |
(54,484 |
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4,278 |
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(53,998 |
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$ |
7,437 |
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Earnings (loss) per share of common stockBasic |
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$ |
(2.03 |
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.16 |
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(2.01 |
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$ |
.28 |
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Earnings (loss) per share of common stockDiluted | $ | (2.03 | ) | $ | .16 | $ | (2.01 | ) | $ | .28 | ||||
Weighted average common shares outstandingBasic |
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26,877 |
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26,913 |
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26,911 |
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26,886 |
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Weighted average common shares outstandingDiluted | 26,877 | 26,972 | 26,911 | 26,959 | ||||||||||
Dividends paid and declared per share of common stock | $ | .025 | $ | .085 | $ | .11 | $ | .17 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
4
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended November 30, 2001 and 2000
(Unaudited)
(In thousands)
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Six Months Ended
November 30, |
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2001
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2000
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Cash flows from operating activities: | ||||||||||
Net income (loss) | $ | (53,998 | ) | $ | 7,437 | |||||
Adjustments to reconcile net income (loss) to net cash provided from (used in) operating activities: | ||||||||||
Depreciation and amortization | 8,953 | 9,210 | ||||||||
Deferred taxes | 893 | 4,767 | ||||||||
Impairment and other special charges, net of tax | 51,686 | | ||||||||
Change in certain assets and liabilities, excluding effects of acquired businesses and charges: | ||||||||||
Accounts receivable | 26,523 | 5,751 | ||||||||
Inventories | (8,661 | ) | 15,085 | |||||||
Equipment on or available for short-term leases | (2,209 | ) | (20,759 | ) | ||||||
Equipment on long-term leases | (24,689 | ) | | |||||||
Accounts payable | (4,350 | ) | (13,662 | ) | ||||||
Accrued liabilities and taxes on income | (3,619 | ) | (3,051 | ) | ||||||
Other, primarily prepaids | (7,474 | ) | 5,372 | |||||||
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Net cash provided from (used in) operating activities | (16,945 | ) | 10,150 | |||||||
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Cash flows from investing activities: | ||||||||||
Property, plant and equipment expenditures, net | (6,141 | ) | (6,493 | ) | ||||||
Business acquisition | (13,251 | ) | (3,200 | ) | ||||||
Investment in leveraged leases | (191 | ) | (10,620 | ) | ||||||
Other | (928 | ) | (7,544 | ) | ||||||
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Net cash used in investing activities | (20,511 | ) | (27,857 | ) | ||||||
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Cash flows from financing activities: | ||||||||||
Proceeds from borrowings | 145,772 | 24,115 | ||||||||
Reduction in borrowings | (65,274 | ) | (267 | ) | ||||||
Cash dividends | (2,962 | ) | (4,576 | ) | ||||||
Purchases of treasury stock | (205 | ) | | |||||||
Other | (580 | ) | 305 | |||||||
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Net cash provided from financing activities | 76,751 | 19,577 | ||||||||
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Effect of exchange rate changes on cash | 25 | (42 | ) | |||||||
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Increase in cash and cash equivalents |
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39,320 |
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1,828 |
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Cash and cash equivalents, beginning of period |
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13,809 |
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1,241 |
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Cash and cash equivalents, end of period |
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$ |
53,129 |
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$ |
3,069 |
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The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
5
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
For the Six Months Ended November 30, 2001 and 2000
(Unaudited)
(In thousands)
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Six Months Ended November 30,
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2001
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2000
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Net income (loss) | $ | (53,998 | ) | $ | 7,437 | |||
Other comprehensive income (loss)
Foreign currency translation |
838 | (1,800 | ) | |||||
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Total comprehensive income (loss) | $ | (53,160 | ) | $ | 5,637 | |||
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The
accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
6
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2001
(Unaudited)
(In thousands)
Note ABasis of Presentation
The accompanying condensed consolidated financial statements include the accounts of AAR CORP. and its subsidiaries (the Company) after elimination of intercompany accounts and transactions.
These statements have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of May 31, 2001 has been derived from audited financial statements. To prepare the financial statements in conformity with accounting principles generally accepted in the United States of America, management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain information and footnote disclosures, normally included in comprehensive financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations of the SEC. These condensed consolidated financial statements 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.
In the opinion of management of the Company, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of AAR CORP. and its subsidiaries as of November 30, 2001 and the condensed consolidated results of operations for the three- and six-month periods ended November 30, 2001 and 2000, and the condensed consolidated cash flows and comprehensive income for the six-month periods ended November 30, 2001 and 2000. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
Note BNew Accounting Standards
In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141 "Business Combinations" effective for business combinations after June 30, 2001 and SFAS No. 142 "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. SFAS No. 141 requires all business combinations to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to annual impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives. Early adoption of SFAS No. 142 is permitted for companies with a fiscal year beginning after March 2001, provided that the first quarter financial statements have not previously been issued. The Company adopted these statements in the first quarter of fiscal 2002. As a result of adoption of SFAS No. 142, the Company did not record goodwill amortization in the first half of fiscal 2002. Goodwill amortization for the six months ended November 30, 2000 was $560. Had such amortization not been recorded, net income would have been $7,937 in the six month period ended November 30, 2000.
Note CRevenue Recognition
Sales and related cost of sales are recognized primarily upon shipment of products and performance of services. Lease revenue is recognized as earned.
In connection with certain long-term inventory management programs, the Company purchases factory new products on behalf of customers from original equipment manufacturers. These products are purchased from the manufacturer, included in the Company's inventory, and "passed through" to the customer at the Company's cost.
7
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2001
(Unaudited)
(In thousands)
Note DImpairment and Special Charges
Prior to September 11, the Company was executing its plan to reduce its investment in support of older generation aircraft in line with the commercial airlines' scheduled retirement plans for these aircraft. The events of September 11 caused a severe and sudden disruption in the commercial airline industry which brought about a rapid acceleration of those retirement plans. System-wide capacity has been reduced by approximately 20% and many airlines cancelled or deferred new aircraft deliveries. Based on management's assessment of these and other conditions, the Company reduced the value and provided loss accruals for certain of its inventories and equipment leases which support older generation aircraft by $75,900 during the three-month period ended November 30, 2001. This charge is reflected on the Condensed Consolidated Statement of Operations as Cost of salesimpairment charges.
In addition, the Company recorded other special charges of $10,100 during the three-month period ended November 30, 2001 principally related to an increase in the allowance for doubtful accounts to reflect its inability to recover certain accounts receivable. During the six-month period ended November 30, 2001, the allowance for doubtful accounts reflects an increase to the allowance of $6,700, offset by write-offs of specific accounts receivable of $7,837.
Note EInventory
The summary of inventories is as follows:
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November 30,
2001 |
May 31,
2001 |
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Raw materials and parts | $ | 61,806 | $ | 55,851 | ||
Work-in-process | 22,182 | 20,208 | ||||
Purchased aircraft, parts, engines and components held for sale | 131,411 | 187,040 | ||||
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$ | 215,399 | $ | 263,099 | |||
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Note FInvestment in Joint Ventures
At May 31 and November 30, 2001, the Company owned 50% equity interests in each of two joint ventures. The remaining 50% equity interest in each joint venture is owned by a major U.S. financial institution. Each joint venture owns one wide-body aircraft, currently on lease to a major foreign carrier. The Company's investment at November 30 and May 31, 2001 in the two joint ventures is $3,668 and $3,523 respectively, and is included in Other Assets on the Consolidated Balance Sheets. Each joint venture financed its purchase of its aircraft primarily with debt that is non-recourse to the joint ventures and to the joint venture partners.
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AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2001
(Unaudited)
(In thousands)
Combined summarized financial information for the two joint ventures at November 30, and May 31, 2001 is as follows:
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November 30,
2001 |
May 31,
2001 |
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Total assets | $ | 82,095 | $ | 84,261 | ||
Total debt | 74,760 | 77,215 | ||||
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Net assets of joint ventures | $ | 7,335 | $ | 7,046 | ||
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AAR CORP.'s 50% equity interest in joint ventures | $ | 3,668 | $ | 3,523 | ||
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Note GSupplemental Cash Flows Information
Supplemental information on cash flows:
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Six Months Ended
November 30, |
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2001
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2000
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Interest paid | $ | 7,990 | $ | 11,758 | ||
Income taxes paid | 1,071 | 1,871 | ||||
Income tax refunds received | 138 | 6,773 |
Note HCommon Stock and Earnings Per Share of Common Stock
The computation of basic earnings per share is based on the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options. The following table provides a reconciliation of the computations of basic and diluted earnings per share information for the three and six-month periods ended November 30, 2001 and 2000.
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Three Months Ended
November 30 |
Six Months Ended
November 30 |
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2001
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2000
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2001
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2000
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Basic EPS | |||||||||||||
Net income (loss) | $ | (54,484 | ) | $ | 4,278 | $ | (53,998 | ) | $ | 7,437 | |||
Weighted average common shares outstanding | 26,877 | 26,913 | 26,911 | 26,886 | |||||||||
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Earnings (loss) per shareBasic | $ | (2.03 | ) | $ | .16 | $ | (2.01 | ) | $ | .28 | |||
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Diluted EPS | |||||||||||||
Net income (loss) | $ | (54,484 | ) | $ | 4,278 | $ | (53,998 | ) | $ | 7,437 | |||
Weighted average common shares outstanding | 26,877 | 26,913 | 26,911 | 26,886 | |||||||||
Additional shares due to hypothetical exercise of stock options | | 59 | | 73 | |||||||||
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26,877 | 26,972 | 26,911 | 26, 959 | ||||||||||
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Earnings (loss) per shareDiluted | $ | (2.03 | ) | $ | .16 | $ | (2.01 | ) | $ | .28 | |||
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Note ILong Term Debt
On June 7, 2001, the Company completed a $75,000 private placement of long-term debt, including $55,000 of ten-year notes at 8.39% due May 15, 2011 and $20,000 of seven-year notes at 7.98% due May 15, 2008. The Company's $65,000 of 9.5% notes matured and were paid in full on November 1, 2001.
9
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2001 (Continued)
(In thousands)
Note JAviation Equipment Operating Leases
The Company from time-to-time leases aviation equipment (engines and aircraft) from lessors under arrangements that are classified by the Company as operating leases. The Company may also sublease the aviation equipment to a customer on a short- or long-term basis. The terms of the operating leases in which the Company is the lessee are one year with options to renew annually at the election of the Company for up to four years. If the Company elects to not renew a lease, the Company may elect one of the following (1) direct the lessor to sell the equipment at which time the Company would be required to reimburse the lessor for the difference between the proceeds on the sale and the scheduled purchase option price, if any or (2) purchase the equipment from the lessor at its scheduled purchase option price. The terms of the lease agreements also allow the Company to purchase the equipment at any time during the lease at its scheduled purchase option price.
In those instances in which the Company anticipates that it will purchase aviation equipment and that the scheduled purchase option price will exceed the fair value of such equipment, the Company records an accrual for loss. The scheduled purchase option values amounted to $62,956 at November 30, 2001 and $87,585 at May 31, 2001.
Note KSegment Reporting
The Company is a leading provider of value-added products and services to the global aviation/aerospace industry. In the first quarter of fiscal 2002, the Company changed its reporting segments to reflect changes in the chief decision-making officer's approach to evaluating performance. Previously, the Company reported three segments, Aircraft and Engines, Airframe and Accessories, and Manufacturing. The Company now reports its activities in four segments: Inventory and Logistic Services; Maintenance, Repair and Overhaul; Manufacturing; and Aircraft and Engine Sales and Leasing.
Revenues in the Inventory and Logistic Services segment are derived from the sale of a wide variety of new, overhauled and repaired engine and airframe parts and components to the commercial, military, general and business aviation markets.
Revenues in the Maintenance, Repair and Overhaul segment are derived from the repair and overhaul of a wide range of commercial and military aircraft engine and airframe parts and components; repair and overhaul of a wide variety of airframes and the repair and overhaul of parts for industrial gas and steam turbine operators.
Revenues in the Manufacturing segment are derived from the manufacture and sale of in-plane cargo loading and handling systems, advanced composite materials and a wide array of containers, pallets and shelters.
Revenues in the Aircraft and Engine Sales and Leasing segment are derived from the sale and lease of used commercial aircraft and new, overhauled and repaired commercial aircraft engines.
The accounting policies for the segments are the same as those for the Company. The chief decision-making officer of the Company evaluates performance based on the segments. The expenses and assets related to corporate activities are not allocated to the segments.
10
Selected financial information for each reportable segment is as follows:
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Three Months Ended
November 30, |
Six Months Ended
November 30, |
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2001
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2000
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2001
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2000
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Net sales, excluding pass through sales: | |||||||||||||
Inventory and Logistic Services | $ | 55,882 | $ | 99,087 | $ | 137,068 | $ | 197,969 | |||||
Maintenance, Repair and Overhaul | 55,151 | 63,271 | 111,838 | 124,063 | |||||||||
Manufacturing | 25,482 | 23,455 | 47,437 | 46,461 | |||||||||
Aircraft and Engine Sales and Leasing | 8,374 | 21,824 | 51,539 | 64,032 | |||||||||
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$ | 144,889 | $ | 207,637 | $ | 347,882 | $ | 432,525 | ||||||
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Gross profit, before consideration of impairment charges: | |||||||||||||
Inventory and Logistic Services | $ | 5,109 | $ | 16,650 | $ | 16,300 | $ | 32,413 | |||||
Maintenance, Repair and Overhaul | 7,136 | 10,967 | 17,423 | 21,137 | |||||||||
Manufacturing | 3,763 | 4,110 | 5,824 | 7,016 | |||||||||
Aircraft and Engine Sales and Leasing | 4,500 | 3,610 | 10,101 | 9,186 | |||||||||
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$ | 20,508 | $ | 35,337 | $ | 49,648 | $ | 69,752 | ||||||
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11
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Results of Operations
(In thousands except percentage data)
Three and Six-Month Periods Ended November 30, 2001
(as compared with the same periods of the prior year)
The Company reports its activities in four business segments: Inventory and Logistic Services; Maintenance, Repair and Overhaul; Manufacturing and Aircraft and Engine Sales and Leasing. The table below sets forth consolidated sales for the Company's four business segments for the three and six month periods ended November 30, 2001 and 2000.
|
Three Months Ended
November 30, |
Six Months Ended
November 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001
|
2000
|
2001
|
2000
|
|||||||||
Sales: | |||||||||||||
Inventory and Logistic Services | $ | 55,882 | $ | 99,087 | $ | 137,068 | $ | 197,969 | |||||
Maintenance, Repair and Overhaul | 55,151 | 63,271 | 111,838 | 124,063 | |||||||||
Manufacturing | 25,482 | 23,455 | 47,437 | 46,461 | |||||||||
Aircraft and Engine Sales and Leasing | 8,374 | 21,824 | 51,539 | 64,032 | |||||||||
|
|
|
|
||||||||||
$ | 144,889 | $ | 207,637 | $ | 347,882 | $ | 432,525 | ||||||
|
|
|
|
Three-Month Period Ended November 30, 2001
(as compared with the same period of the prior year)
On September 11, 2001, four aircraft operated by United Airlines and American Airlines were hijacked and destroyed in terrorist attacks on the World Trade Center in New York, the Pentagon in Washington D.C. and in a crash near Johnstown, Pennsylvania. Immediately after the attacks, the Federal Aviation Administration closed U.S. airspace to civilian aircraft for several days.
In the weeks that followed the attacks, most of the major U.S.-based air carriers announced significant reductions in worldwide capacity, some in excess of 20 percent. Many U.S.-based air carriers announced plans to accelerate the retirement of certain types of aircraft, and are deferring the delivery of new aircraft. Announced layoffs by the U.S.-based air carriers and some manufacturers of aircraft and related components have exceeded 100,000 people since the September 11 terrorist attacks.
On September 22, the President of the United States signed the Air Transportation Safety and System Stabilization Act (the Act), which is intended to compensate victims of terrorist attacks and U.S.-based carriers for losses incurred as a result of the attacks. Among other things, the Act provides for the payment of $5 billion to U.S.-based air carriers for incurred losses and for the issuance of loan guarantees up to $10 billion in debt of U.S.-based air carriers.
To support the United States' war on terrorism, U.S. military personnel have been deployed in and around Afghanistan and warplanes have bombed suspected terrorist hide-outs in that country.
The events of September 11 occurred at a time when the worldwide commercial aviation industry was already under significant pressure principally due to weak worldwide economic conditions and have had a significant effect on the Company's operating results.
Consolidated sales for the second quarter ended November 30, 2001, excluding pass through sales, decreased $62,748 or 30.2% over the same period in the prior year. Demand for the Company's
12
products and services is influenced by a number of factors, including airline operating capacity which in turn is significantly affected by passenger travel demand. The overall sales decline during the second quarter compared to a year ago reflects the reduction in demand by the Company's airline customers due to reduced capacity, as well as efforts by the airline customers to conserve cash by deferring parts orders and maintenance wherever possible.
In the Inventory and Logistic Services segment, sales decreased $43,205 or 43.6% as a result of lower engine and airframe parts demand. While reduced demand by airline customers was the leading cause of the sales decline, the decrease in engine parts sales (as well as the elimination of pass through sales) was also due to lower sales to a major customer for certain engine parts resulting principally from the Company's December 2000 conversion from exclusive engine parts supplier for this major customer to preferred supplier.
In the Maintenance, Repair and Overhaul segment, sales decreased $8,120 or 12.8% over the same period in the prior year as a result of lower sales to commercial airline customers, partially offset by an increase in maintenance and spares support for the U.S. military and certain of its major subcontractors.
13
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Results of Operations (Continued)
(In thousands except percentage data)
In the Manufacturing segment, sales increased $2,027 or 8.6% over the prior year as the Company experienced increased demand for products supporting U.S. military requirements.
Sales for the Aircraft and Engine Sales and Leasing segment declined $13,450 or 61.6% compared to the prior year. Sales in the segment principally reflect the completion of an aircraft sale in early September (prior to September 11) and no engine sales during the quarter.
Consolidated gross profit, before consideration of impairment charges, decreased $14,829 or 42.0% over the prior year period primarily as a result of lower sales and a reduction in the consolidated gross profit margin. The reduction in the consolidated gross profit margin was attributable to margin pressure experienced principally in the Inventory and Logistic Services and Maintenance, Repair and Overhaul segments reflecting the difficult airline environment.
Operating income, before consideration of impairment and other special charges, decreased $11,629 or 101.5% over the prior year as a result of lower gross profit, partially offset by a reduction in selling, general and administrative expenses. The Company reduced its selling, general and administrative expenses by $3,200 or 13.4% over the prior year period through its initiatives to reduce costs in the current environment, principally through lower personnel costs. Interest expense decreased $292 due primarily to lower average interest rates on short-term borrowings in the current quarter compared to the same period last year. Interest income increased $697 over the prior period as a result of an increase in average cash invested during the quarter.
Net income decreased $58,762 over the prior year due to the factors discussed above and the after-tax effect ($51,686) of the impairment and other special charges recorded during the three-month period ended November 30, 2001.
14
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Results of Operations
(In thousands except ratios)
Six-Month Period Ended November 30, 2001
(as compared with the same period of the prior year)
Consolidated sales for the first half of fiscal 2002, excluding pass through sales, decreased $84,643 or 19.6% over the prior six-month period. The decline in sales reflects conditions in the commercial aviation industry which was facing a difficult environment prior to September 11, and a reduction in airline capacity as well as efforts by the Company's airline customers to conserve cash by deferring parts orders and maintenance wherever possible following the events of September 11.
In the Inventory and Logistic Services segment, sales decreased $60,901 or 30.8% as a result of lower engine and airframe parts demand. In addition to the effects of reduced demand by its airline customers, the decline in engine parts sales (as well as the elimination of pass through sales) was also due to lower sales to a major customer for certain engine parts resulting principally from the Company's December 2000 conversion from exclusive engine parts supplier for this major customer to preferred supplier.
In the Maintenance, Repair and Overhaul segment, sales decreased $12,225 or 9.9% reflecting reduced demand for certain aircraft component overhaul services, partially offset by the favorable impact of the acquisition of Hermetic, which the Company acquired on September 29, 2000. This segment also experienced an increase in maintenance and spares support for the U.S. military and certain of its major subcontractors.
Sales in the Manufacturing segment increased $976 or 2.1% as the Company experienced increased demand for products supporting U.S. military requirements, partially offset by lower sales of the Company's cargo handling systems.
In the Aircraft and Engine Sales and Leasing segment, sales declined $12,493 or 19.5% primarily as a result of the lack of engine sales in the second quarter.
Consolidated gross profit, before consideration of impairment charges, decreased $20,104 or 28.8% as a result of lower sales and a reduction in the gross profit margin, which declined due to lower demand for engine parts support and margin pressure experienced principally in the Inventory and Logistic Services and Maintenance, Repair and Overhaul segments reflecting the difficult airline environment.
Operating income, before consideration of impairment and other special charges, decreased $16,055 or 75.3% over the prior period as a result of lower consolidated gross profit, partially offset by a reduction in selling, general and administrative expenses. The Company reduced its selling, general and administrative costs by $4,049 or 8.4% over the same period in the prior year as a result of its initiatives to reduce costs principally through lower personnel costs. Interest expense decreased $736 as a result of lower average short-term borrowings during the first half of fiscal 2002 compared to last year, offset by interest on the $75,000 private placement of long-term debt, which was completed June 7, 2001. Interest income was $938 higher than the first half of last year primarily as a result of an increase in average cash invested during fiscal 2002.
Net income decreased $61,435 over the prior year due to the factors discussed above, and the after-tax effect ($51,686) of the impairment and other special charges recorded during the second quarter of fiscal 2002.
15
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Financial Condition
(In thousands except ratios)
At November 30, 2001
Historically, the Company has funded its growth through the generation of cash from operations, augmented by the issuance of common stock and debt to the public and private markets. During the six month period ended November 30, 2001, the Company increased its cash position by $39,320 principally through the issuance of a $75,000 private placement of long-term debt and an increase in borrowings under its bank lines of $70,772. This was partially offset by the repayment of $65,000 notes on November 1, 2001 and a $13,251 final cash payment for the acquisition of Hermetic, as well as capital expenditures of $6,141 and cash used in operating activities of $16,945 mainly due to investments made in equipment on long-term lease.
At November 30, 2001 the Company's liquidity and capital resources included cash of $53,129 and working capital of $288,118. At November 30, 2001 the Company's ratio of long-term debt to capitalization was 40.0%, up from 34.6% at May 31, 2001, and the Company's ratio of total debt to capitalization was 47.8% compared to 36.3% at May 31, 2001. The increase in the long-term debt to capitalization ratio is primarily attributable to the reduction in stockholders' equity as a result of the impairment and special charges recorded in the three-month period ended November 30, 2001. The Company continues to maintain its external sources of financing, including $37,050 of unused available committed bank lines, and a universal shelf registration on file with the Securities and Exchange Commission under which, subject to market conditions, up to $200,000 of common stock, preferred stock or medium-or long-term debt securities may be issued or sold. To permit the Company to finance future growth, the Company is actively considering various financing alternatives which, depending on market conditions and the availability of capital, may include the issuance of debt or equity securities. The Company also has an accounts receivable securitization program under which the Company may sell an interest in a defined pool of accounts receivable. Cash proceeds from the sale of accounts receivable, net of retained interest, under this arrangement were $24,000 and $18,984, respectively, at November 30, 2001 and May 31, 2001. This resulted in a reduction of accounts receivable in those amounts on the November 30, 2001 and May 31, 2001 Consolidated Balance Sheet.
During the six-month period ended November 30, 2001 the Company's operations used $16,945 of cash, principally reflecting investments in equipment on long-term lease and inventories, partially offset by a reduction in accounts receivable. For the most recent three-month period ended November 30, 2001, however, the Company generated $9,186 of cash flow from operations.
During the six-month period ended November 30, 2001, the Company's investing activities used $20,511 of cash, principally reflecting capital expenditures of $6,141 and the final cash payment for the Hermetic acquisition of $13,251, which was due and paid on June 1, 2001.
During the six-month period ended November 30, 2001, the Company's financing activities generated $76,751 of cash, principally reflecting the issuance of $75,000 of long-term notes and an increase in borrowings under the Company's bank lines of $70,772. This was partially offset by the payment of the Company's $65,000 9.5% notes on November 1, 2001 and cash dividends of $2,962.
Subject to the foregoing, the Company believes that its cash and cash equivalents and available sources of financing will continue to provide the Company the ability to meet its ongoing working capital requirements, make anticipated capital expenditures, meet contractual commitments and pay dividends.*
16
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Financial Condition
(In thousands except ratios)
At November 30, 2001 (continued)
Description
|
November 30,
2001 |
May 31,
2001 |
|||||
---|---|---|---|---|---|---|---|
Working capital | $ | 288,118 | $ | 360,464 | |||
Current ratio | 2.6:1 | 3.9:1 | |||||
Bank credit lines: | |||||||
Short-term debt | $ | 70,772 | $ | | |||
Available but unused lines | 37,050 | 127,700 | |||||
|
|
||||||
Total credit lines | $ | 107,822 | $ | 127,700 | |||
|
|
||||||
Long-term debt, less current maturities | $ | 189,733 | $ | 179,987 | |||
Ratio of long-term debt to capitalization | 40.0 | % | 34.6 | % | |||
Ratio of total debt to capitalization | 47.8 | % | 36.3 | % |
Factors Which May Affect Future Results
The company's future operating results and financial position may be adversely affected or fluctuate substantially on a quarterly basis as a result of the difficult commercial aviation environment due to the terrorist attacks and the events that followed, the relatively weak worldwide economic climate and other factors, including: (1) decline in demand for the Company's products and services if the Company's airline customers are unable to stabilize their financial condition or if more terrorist attacks are carried out in the U.S. or abroad; (2) the ability of the Company's customers to meet their financial obligations to the Company; (3) lack of assurance that sales to the U.S. Government, its agencies and its contractors (which were approximately 15.9% of total sales in fiscal 2001)
17
PART I, ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AAR CORP. and Subsidiaries
Financial Condition (Continued)
(In thousands except ratios)
Factors Which May Affect Future Results (continued)
will continue at levels previously experienced, since such sales are subject to competitive bidding and government funding; (4) access to the debt and equity capital markets to finance growth may be limited in light of industry conditions and Company performance; (5) the Company's aviation related activities subject to licensing, certification and other regulatory requirements imposed by the Federal Aviation Administration (FAA) and other regulatory agencies, both domestic and abroad, may be adversely effected by changes or noncompliance with such laws and regulations; (6) the highly competitive aviation aftermarket industry includes a number or entities, including original equipment manufacturers, that have greater financial resources than the Company; (7) product liability and property claims that may be in excess of the Company's substantial liability insurance coverage; (8) difficulties in being able to successfully integrate acquisitions; and (9) fluctuating market values for aviation equipment in the current environment.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations 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 and are identified by an asterisk(*). 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, depending on a variety of factors, including those factors discussed under the section entitled "Factors Which May Affect Future Results". Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. Those 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.
18
PART I, ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
AAR CORP. and Subsidiaries
Financial Condition (Continued)
(In thousands)
The Company's exposure to market risk includes fluctuating interest rates under its unsecured bank credit agreements, foreign exchange rates and accounts receivable. See Part I, Item 2 for a discussion on accounts receivable exposure. During the six month periods ended November 30, 2001 and 2000, the Company did not utilize derivative financial instruments to offset these risks.
At November 30, 2001, $35,000 was available under credit lines with domestic banks under revolving credit and term loan agreements, and $2,050 was available under credit agreements with foreign banks (credit facilities). Interest on amounts borrowed under the credit facilities is LIBOR based. As of November 30, 2001, the outstanding balance under these agreements was $70,772. A hypothetical 10 percent increase to the average interest rate under the credit facilities applied to the average outstanding balance during the six-month period ended November 30, 2001 would not have had a material impact on the financial position or results of operations of the Company.
Revenues and expenses of the Company's foreign operations in The Netherlands are translated at average exchange rates during the period and balance sheet accounts are translated at period-end exchange rates. Balance sheet translation adjustments are excluded from the results of operations and are recorded in stockholders' equity as a component of accumulated other comprehensive income (loss). A hypothetical 10 percent devaluation of foreign currencies against the U.S. dollar would not have a material impact on the financial position or results of operations of the Company.
19
AAR CORP. and Subsidiaries
November 30, 2001
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on October 10, 2001. The following items were acted upon at the meeting:
Directors Nominated and Elected at the Meeting
|
|
Votes For |
Edgar D. Jannotta | 22,619,668 | |
A. Robert Abboud | 22,611,739 |
Continuing Directors
Howard B. Bernick |
|
|
James G. Brocksmith | ||
Ira A. Eichner | ||
Ronald R. Fogelman | ||
Joel D. Spungin | ||
David P. Storch |
|
|
Votes For |
|
Votes Against |
|
Abstentions |
13,196,596 | 10,971,650 | 53,200 |
|
|
Votes For |
|
Votes Against |
|
Abstentions |
21,439,063 | 2,702,126 | 80,257 |
Item 6. Exhibits and Reports on Form 8-K
|
|
4. |
|
Instruments defining the rights of security holders |
|
|
|
|
4.4 |
|
First amendment dated October 16, 2001 to the Rights Agreement between the Registrant and the First National Bank of Chicago dated July 8, 1997. |
10. | Material Contracts | ||||
10.1 | Amended and Restated AAR CORP. Stock Benefit Plan effective October 1, 2001. |
The Company filed no reports on Form 8-K during the three months ended November 30, 2001.
20
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.
AAR CORP. | ||
(Registrant) |
||
Date: January 14, 2002 |
|
/s/ TIMOTHY J. ROMENESKO Timothy J. Romenesko Vice President and Chief Financial Officer (Principal Financial Officer and officer duly authorized to sign on behalf of registrant) |
|
|
/s/ MICHAEL J. SHARP Michael J. Sharp Vice PresidentController (Principal Accounting Officer) |
21
Change of Rights Agent . The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 22, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 16 day of October, 2001.
AAR Corp. |
|
First Chicago Trust Company of New York |
/s/ Howard A. Pulsifer By: Howard A. Pulsifer Title:VP Corp. Secy |
|
/s/ Peter Sablich By: Peter Sablich Title: Managing Director |
AMENDED AND RESTATED
AAR CORP.
STOCK BENEFIT PLAN
(Effective October 1, 2001)
1. Purpose and Eligibility
AAR CORP. adopted the AAR CORP. Stock Benefit Plan (formerly named the AAR CORP. 1983 Incentive Stock Plan), effective April 12, 1983, as amended and restated effective July 22, 1986 and as subsequently further amended from time to time (the "Plan"). AAR CORP. now further amends and restates the Plan, effective October 1, 2001. This Plan is adopted to encourage officers and other key employees of the Company who have executive, managerial, supervisory or professional responsibilities and non-employee members of the Board to increase their investment in the Company and to provide additional opportunities to such persons to share in the success of the Company. The opportunity so provided is intended to foster in Grantees a strong incentive to put forth maximum effort for the continued success and growth of the Company, to aid in retaining individuals who put forth such efforts, and to assist in attracting the best available individuals in the future.
Non-Employee Directors shall participate in the Plan through automatic grants of NSOs pursuant to Section 5 hereof. Key Employees who have been selected by the Committee to receive an Award shall participate in the Plan. The Committee shall determine, within the limits of the express provisions of the Plan, those Key Employees to whom, and the time or times at which, Awards shall be granted. In making a determination concerning the granting of Awards, the Committee may take into account the nature of the services the Key Employees have rendered or that the Committee expects they will render, their present and potential contributions to the success of the business, the number of years of effective service they are expected to have and such other factors as the Committee in its sole discretion shall deem relevant. The Committee shall also determine, with respect to Awards to Key Employees, the number of Shares to be subject to each such Award; the type of Awards (Restricted Stock, Options or Stock Appreciation Rights (SAR)); the type of Options (ISO or NSO); the duration of each Option; the exercise price under each Option; the time or times within which (during the Term of the Option) all or portions of each Option may be exercised; whether cash, Shares, Options or other property may be accepted in full or partial payment upon exercise of an Option; the restrictions to be imposed on shares of Restricted Stock; and any other terms and conditions of such Awards.
2. Definitions
For purposes of this Plan, the following terms shall have the meaning set forth below:
2.1 "Award" shall mean an Option, a Restricted Stock Award or an SAR Award.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Cause", when used in regard to the termination of a Key Employee's employment with the Company, shall mean termination of such employment by the Company (a) because of the Key Employee's dishonesty, fraud or breach of trust, gross negligence or substantial misconduct in the performance of, or substantial nonperformance of, his or her assigned duties or willful violation of Company policy, (b) because of any act or omission by the Key Employee that is a substantial cause for a regulatory body with jurisdiction over the Company to request or recommend the suspension or removal of the Key Employee or to impose sanctions upon the Company or the Key Employee, (c) because of a material breach by the Key Employee of any applicable employment agreement between him and the Company or (d) as defined in the applicable Option Agreement, Restricted Stock Agreement or Stock Appreciation Right Agreement issued hereunder. Whether the termination of a Key Employee's employment is for Cause shall be determined by the management of the Company in its sole discretion.
2.4 "Change in Control" means the earliest of:
(a) any person (as such term is used in Section 13(d) of the Securities Act of 1934, as amended ("Exchange Act")), has acquired (other than directly from the Company) beneficial ownership (as that term is defined in Rule 13d-3 under the Exchange Act), of more than 20% of the outstanding capital stock of the Company entitled to vote for the election of directors;
(b) the effective time of (i) a merger or consolidation or other business combination of the Company with one or more other corporations as a result of which the holders of the outstanding voting stock of the Company immediately prior to such business combination hold less than 60% of the voting stock of the surviving or resulting corporation, or (ii) a transfer of substantially all of the assets of the Company other than to an entity of which the Company owns at least 80% of the voting stock; or
(c) the election, over any period of time, to the Board of Directors of the Company without the recommendation or approval of the incumbent Board of Directors of the Company, of the lesser of (i) three directors, or (ii) directors constituting a majority of the number of directors of the Company then in office.
2.5 "Code" means the Internal Revenue Code of 1986, as amended, as in effect at the time of reference, or any successor revenue code which may hereafter be adopted in lieu thereof, and references to any specific provisions of the Code shall refer to the corresponding provisions of the Code as it may hereafter be amended or replaced.
2.6 "Committee" means the Board's Compensation Committee, or such other committee of not less than two directors who are "non-employee directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" within the meaning of Section 162(m) of the Code and the regulations thereunder, as shall be designated by the Board.
2.7 "Company" means AAR CORP., a Delaware corporation, and its subsidiaries, which include any businesses, whether or not incorporated, in which the Company owns directly or indirectly not less than 50 percent of the equity interest at the time an Award is granted to an employee thereof, or in any other case, at the time of reference.
2.8 "Continuing Director" shall mean a member of the Board of the Company prior to the occurrence of a Change in Control.
2.9 "Disability" means the inability of an individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
2.10 "Fair Market Value" means, with respect to the Company's Shares, the closing price of the Shares on the trading day corresponding to, or if no trading occurred on the New York Stock Exchange on such date, the trading day immediately preceding, the date on which the value is to be determined, as reported on the NYSE-Composite Tape or such other source of quotations for or reports of trading activity in Shares as the Committee may from time to time select. If no trades in Shares occurred on the relevant trading day, the mean between the bid and asked prices of a Share as reflected on the NYSE-Composite Tape at the close of the market on such trading day shall be deemed to be the Fair Market Value.
2.11 "Grantee" means a person to whom an Award is granted.
2.12 "Incentive Stock Option" or "ISO" means an Option meeting the conditions and containing the limitations and restrictions set forth in Section 422 of the Code.
2
2.13 "Key Employee" means an officer or other key employee of the Company who has executive, managerial, supervisory or professional responsibilities.
2.14 "Non-Employee Directors" means non-employee members of the Board.
2.15 "Non-Qualified Stock Option" or "NSO" means an Option other than an Incentive Stock Option.
2.16 "Option" means the right to purchase, at a price and for a term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions as the Plan and the Committee impose, the number of Shares specified by the Committee.
2.17 "Option Agreement" means a written agreement issued in connection with the grant of an Option, as specified in subsection 6.2.
2.18 "Plan" means the Company's Stock Benefit Plan as reflected in the provisions contained herein, and as it may be amended from time to time.
2.19 "Restricted Stock Agreement" means a written agreement issued in connection with the grant of a Restricted Stock Award, as specified in subsection 10.3.
2.20 "Restricted Stock Award" means the grant, at a time or times fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions as the Plan and the Committee may impose, of the number of Shares specified by the Committee. The term "Restricted Stock" shall refer to Shares issued pursuant to a Restricted Stock Award.
2.21 "Retirement" means the voluntary termination of employment of a Key Employee who is at least fifty-five (55) years of age and whose age, at the date of such termination, plus the number of consecutive years of employment with the Company is at least equal to sixty-two (62).
In the case of a Non-Employee Director, "Retirement" means the voluntary termination of membership on the Board at or after age 65 with not less than five (5) consecutive years of service as a director of the Company.
2.22 "Shares" means the shares of the Company's $1.00 par value common stock or, if by reason of the adjustment provisions hereof, any rights under an Award pertain to any other security, such other security.
2.23 "Stock Appreciation Right Agreement" means a written agreement issued in connection with the grant of a Stock Appreciation Right Award, as specified in Section 11.
2.24 "Stock Appreciation Right Award" means the grant of an SAR at a time or times fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions as the Plan and the Committee may impose, of the number of SARs specified by the Committee. The term "Stock Appreciation Right" or "SAR" shall refer to rights issued pursuant to a Stock Appreciation Right Award.
2.25 "Successor" means the legal representative of the estate of a deceased Grantee or the person or persons who shall acquire Restricted Stock, or the right to exercise an Option or an SAR, by bequest or inheritance or by reason of the death of the Grantee.
2.26 "Taxable Date" means the date a Grantee recognizes income with respect to an Award under the Code or any applicable state income tax code.
2.27 "Term" means the period during which a particular Option or SAR may be exercised or the period during which the restrictions placed on a Restricted Stock Award are in effect.
3
3. Administration
3.1 The Plan shall be administered by the Committee.
3.2 The Committee shall have plenary authority with respect to Key Employees, subject to the provisions of the Plan, to determine when and to whom Awards shall be granted, the Term of each Award, the number of Shares covered by it, the effect of participation by a Grantee in other plans, and any other terms or conditions of each such Award. The number of Shares, the Term and other terms and conditions of a particular kind of Award need not be the same even as to Awards made at the same time. The Committee's actions in making Awards and fixing their size, Term, and other terms and conditions shall be conclusive on all persons.
3.3 The Committee shall have the sole responsibility for construing and interpreting the Plan, for establishing and amending such rules and regulations as it deems necessary or desirable for the proper administration of the Plan, and for resolving all questions arising under the Plan. Any decision or action taken by the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations shall, to the extent permitted by law, be within its absolute discretion, except as otherwise specifically provided herein, and shall be conclusive and binding upon all Grantees, all Successors, and any other person, whether that person is claiming under or through any Grantee or otherwise.
3.4 The Board shall designate one of the members of the Committee as the Chairman of the Committee. The Committee shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination reduced to writing and signed by all members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a Secretary, who need not be a member of the Committee, and may make such rules and regulations for the conduct of its business as it shall deem advisable.
3.5 No member of the Committee shall be liable, in the absence of bad faith, for any act or omission with respect to his or her service on the Committee. Service on the Committee shall constitute service as a director of the Company, so that the members of the Committee shall be entitled to indemnification and reimbursement as directors of the Company pursuant to its By-Laws.
4. Shares Subject to the Plan
4.1 The total number of Shares that may be available for Awards under the Plan at any date shall be the aggregate of (1) the sum of 0.9% of the total number of issued and outstanding Shares on each of January 1, 1992, 1993, 1994 and 1995, plus (2) the sum of 2% of the total number of issued and outstanding Shares on January 1, 1996 and on January 1 st of each subsequent calendar year commencing within the Applicable Period and on or prior to the date the total number of Shares is determined, minus (3) the total number of Shares that have been subject to Awards granted under the Plan after July 16,1992; provided, however, that the number of Shares available pursuant to this sentence shall be increased by the number of Shares (i) delivered by any Grantee or (ii) withheld by the Company, pursuant to Section 15 or 21 of the Plan in connection with the exercise of an Option. For purposes of the preceding sentence, Applicable Period shall be the period commencing on January 1, 1992 and ending on December 31, 2011. The aforementioned total number of Shares shall be adjusted in accordance with the provisions of Section 4.2 hereof. Notwithstanding the foregoing, the total number of Shares that may be subject to ISOs under the Plan shall be 1,000,000 Shares, adjusted in accordance with the provisions of Section 4.2 hereof. A Share subject to an Option and its related
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tandem Restricted Stock Award shall only be counted once. The Shares so issued may be Shares held in the treasury or Shares which are authorized but unissued, as elected by the Board. Any Shares subject to issuance upon exercise of Options but which are not issued because of a surrender, lapse, expiration, cancellation or termination of any such Option, or which have been issued in connection with Restricted Stock Awards that are subsequently canceled or forfeited to the extent consistent with applicable law, rules and regulations, shall once again be available for issuance in satisfaction of Awards.
4.2 Any increase or decrease in the number of outstanding Shares of the Company occurring through stock splits, stock dividends, stock consolidations, spin-offs, other distributions of assets to shareholders, or assumptions or conversions of outstanding Awards due to an acquisition after the adoption of the Plan shall be reflected proportionately in an increase or decrease in the aggregate number of Shares then available for the grant of Awards under the Plan or becoming available through the termination, surrender or lapse of Awards previously granted but unexercised, and in the number of Shares subject to Awards then outstanding; and a proportionate reduction or increase shall be made in the per Share option price or exercise price to any outstanding Options or SARs. Any fractional Shares resulting from such adjustments shall be eliminated. If changes in capitalization other than those considered above shall occur, the Board shall make such adjustment in the number or class of Shares as to which Awards may thereafter be granted, in the number and class of Shares remaining subject to Awards then outstanding and in the per Share option price or exercise price as the Board in its discretion may consider appropriate, and all such adjustments shall be conclusive upon all persons.
4.3 The total number of Shares with respect to which Options and SARs may be granted under the Plan to any Grantee during any calendar year shall not exceed the number of Shares available for issue under the Plan at the time of the grant.
5. Grants to Non-Employee Directors
5.1 Grants
All Awards to Non-Employee Directors shall be automatic and non-discretionary. Each individual who is a Non-Employee Director on the effective date of the Plan shall automatically receive an Award, on the effective date, consisting of a NSO to purchase 10,000 Shares and each individual who becomes a Non-Employee Director after the effective date of the Plan shall automatically receive an Award, on the date he or she becomes a Non-Employee Director, consisting of a NSO to purchase 10,000 Shares. The preceding formula for Awards to Non-Employee Directors shall not be changed more than once in any six-month period.
5.2 NSOs
The per Share exercise price of each such NSO granted to a Non-Employee Director shall be 100 percent of the Fair Market Value of a Share on the date of grant. Each such NSO shall be exercisable in installments in accordance with the following schedule:
(a) A maximum of 25% of the total Shares covered by the NSO may be exercised after the first anniversary of the date of grant;
(b) A maximum of 50% of the total Shares covered by the NSO and not previously purchased upon exercise of the NSO may be exercised after the second anniversary of the date of grant;
(c) A maximum of 75% of the total Shares covered by the NSO and not previously purchased upon exercise of the NSO may be exercised after the third anniversary of the date of grant; and
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(d) 100% of the total Shares covered by the NSO and not previously purchased upon exercise of the NSO may be exercised after the fourth anniversary of the date of grant,
and shall expire on the date ten years after the date of grant.
6. Grants of Options to Key Employees
6.1 Subject to the terms of the Plan, the Committee may from time to time grant Options, which may be Non-Qualified Stock Options or Incentive Stock Options, to Key Employees. Unless otherwise expressly provided at the time of the grant, Options granted under the Plan will not be ISOs. Notwithstanding the foregoing, outstanding NSOs may be converted to ISOs at the discretion of the Committee in accordance with, and to the extent, allowed by law.
6.2 Each Option shall be evidenced by a written Option Agreement specifying the type of Option granted, the Option exercise price, the terms for payment of the exercise price, the duration of the Option, the number of Shares to which the Option pertains and the terms of any related Stock Appreciation Right Award or Restricted Stock Award. An Option Agreement may, in the sole discretion of the Committee, also contain a vesting schedule, a non-competition agreement, a confidentiality provision, provisions for forfeiture and such restrictions, conditions and other terms as the Committee shall determine in its sole discretion. Option Agreements need not be identical.
6.3 Each Option shall expire and all rights to purchase Shares thereunder shall cease on the date fixed by the Committee in the Option Agreement, which shall not be later than the tenth anniversary of the date on which the Option was granted, except as otherwise required under Section 7.4 hereof. Further, if provided in the Option Agreement, any Option granted to a Key Employee pursuant to the Plan shall expire and all rights to purchase Shares thereunder shall cease, if (a) the Key Employee violates a non-competition, confidentiality or employment agreement, any Company policy, or any other conditions set forth in the Option Agreement or in a separate document, or (b) the Key Employee's employment terminates as provided in Section 13.
6.4 Each Option shall become exercisable at the time, and for the number of Shares, fixed by the Committee in the Option Agreement. Except to the extent otherwise provided in or pursuant to Section 14, or in the proviso to this sentence, no Option shall become exercisable as to any Shares prior to the first anniversary of the date on which the Option was granted; provided that (a) the Committee may provide, at the time of grant or subsequently that an Option granted to a person who is or becomes subject to taxation under any applicable law that would tax such person upon the grant of such Option, shall be exercisable from and after the date of grant or (b) the Committee, in its discretion, shall have the power at any time to accelerate the dates for exercise of any or all Options, or any part thereof, granted to a Key Employee under the Plan.
7. Required Terms and Conditions of Incentive Stock Options
7.1 Except as provided in subsection 7.4, the per Share exercise price of each ISO shall be at least 100 percent of the Fair Market Value of the Shares at the time such ISO is granted.
7.2 The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under all incentive stock option plans of the Company and its parent and subsidiary corporations) shall not exceed $100,000. If the aggregate Fair Market Value (determined at the time of grant) of the Shares subject to an Option, which first becomes exercisable in any calendar year exceeds the limitation of this subsection, so much of the Option that does not exceed the applicable dollar
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limit shall be an ISO and the remainder shall be an NSO; but in all other respects, the original Option Agreement shall remain in full force and effect.
7.3 As used in this Section 7, the words "parent" and "subsidiary" shall have the meanings given to them in Section 424(e) and 424(f) of the Code.
7.4 Notwithstanding anything herein to the contrary, if an Incentive Stock Option is granted to an individual who owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the Code, (i) the purchase price of each Share subject to Option shall be not less than 110 percent of the Fair Market Value of the Share on the date the Option is granted, and (ii) the Option shall expire and all rights to purchase Shares thereunder shall cease no later than the fifth anniversary of the date the Option was granted.
7.5 No ISOs may be granted under the Plan after July 15, 2002.
8. Required Terms and Conditions of Non-Qualified Stock Options
Each NSO granted to a Key Employee shall be in such form and subject to such restrictions and conditions and other terms as the Committee may determine at the time of grant, subject to the general provisions of the Plan, the applicable Option Agreement, and the following specific rules:
8.1 The number of Shares subject to each NSO and the per Share exercise price of each NSO shall be 100 percent of the Fair Market Value of the Shares on the date the NSO is granted. In no event may the exercise price be less than the par value of the Shares subject to such NSO.
8.2 The Committee shall specify at the time each NSO is granted, the duration of each NSO and the time or times within which (during the term of the NSO) all or portions of each NSO may be exercised, except to the extent that other terms of exercise are specifically provided by other provisions of the Plan, and such provisions shall be specified in the applicable Option Agreement.
9. Reload Option
In the discretion of the Committee, the grant of any Option may be accompanied by a Reload Option. A Reload Option may be granted to a Grantee who is an Option holder and who satisfies all or part of the purchase price of the Option with Shares. A Reload Option may be granted at the date of grant of the Option or at any time thereafter through and including the date of final exercise of the Option. A Reload Option represents an additional Option to acquire the same number of Shares as is used by the Grantee to pay the purchase price of the original Option. A Reload Option is subject to all of the same terms and conditions as the original Option except that (1) the purchase price of the Shares subject to the Reload Option will be determined at the applicable time the original Option is exercised, and (2) the Reload Option will conform to all provisions of the Plan at the applicable time the original Option is exercised. A Reload Option may also be granted in connection with any Option granted under the Non-Employee Directors Plan referred to in Section 27 below.
10. Restricted Stock Awards to Key Employees
10.1 Subject to the terms of the Plan, the Committee may also grant to Key Employees Restricted Stock Awards from time to time. Restricted Stock may be granted to a Key Employee either separately from, or in tandem with, the grant of an Option to the Key Employee. In the case of Restricted Stock granted in tandem with the grant of an Option: (a) the exercise of the Option shall cause the forfeiture to the Company of the Restricted Stock related to the Option, or portion thereof that is exercised; and (b) the lapse of restrictions applicable to such Restricted Stock shall cause the expiration of the unexercised Option, or portion thereof, related to such
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Restricted Stock. Restricted Stock not granted in tandem with the grant of an Option shall have no effect on, and shall not be affected by, the exercise of any Option by the holder of such Restricted Stock.
10.2 The terms and conditions of any such Award, including restrictions on transfer or on the ability of the Grantee to make elections with respect to the taxation of the Award without the consent of the Committee, shall be determined by the Committee at the time of grant. Except as provided in Sections 10.1, 10.6, 13, 14 and 15, no such restrictions shall lapse earlier than the first, or later than the tenth, anniversary of the date of the Award.
10.3 Restricted Stock Awards issued under the Plan shall be evidenced by written Restricted Stock Agreements which shall specify whether such Restricted Stock is issued separate from, or in tandem with, the grant of an Option, the number of Shares issuable under the Restricted Stock Award evidenced thereby, and such other provisions as the Committee, in its sole discretion, may determine.
10.4 The number of Shares granted under a Restricted Stock Award shall be issued to the Grantee thereof on the date of grant of such Award or as soon as may be practicable thereafter. Shares issued pursuant to Restricted Stock Awards shall be duly issued or transferred, and a certificate or certificates for such Shares shall be issued in the Grantee's name. Subject to the restrictions set forth in the related Restricted Stock Agreement, the Grantee shall thereupon be a stockholder with respect to all the Shares represented by such certificate or certificates and shall have all the rights of a stockholder with respect to such Shares, including the right to vote such Shares and to receive dividends and other distributions paid with respect to such Shares. In aid of such restrictions, certificates for Shares awarded hereunder, together with a suitably executed stock power signed by each Grantee, shall be held by a nominee of the Company for the account of such Grantee until the restrictions under the related Restricted Stock Agreement lapse pursuant to such Agreement or such Shares are theretofore forfeited to the nominee of the Company as provided by the Plan or the Agreement.
10.5 At the Committee's option, the Restricted Stock Agreement may provide that any Shares of Restricted Stock granted to a Key Employee pursuant to the Plan shall be forfeited to the Company if, among other reasons, (a) the Key Employee violates a non-competition, confidentiality or employment agreement, any Company policy, or any other condition set forth in the Restricted Stock Agreement or in a separate document, (b) the Key Employee's employment with the Company terminates prior to the date or dates for expiration of the forfeiture provisions set forth in his or her Restricted Stock Agreement, which date shall not be earlier than the first anniversary of such grant, (c) the Key Employee's employment with the Company terminates for Cause, or (d) there occurs a violation of any provision of the applicable Restricted Stock Agreement. A forfeiture of Restricted Stock pursuant to this subsection 10.5 shall occur immediately following the mailing of written notice to the Key Employee. Thereafter, the Secretary of the Company shall promptly cancel Shares of Restricted Stock that are forfeited to the Company.
10.6 Notwithstanding the foregoing, (a) if the Key Employee's employment terminates, or (b) upon a Change in Control, any restrictions of this Section 10 or in any Restricted Stock Agreement shall lapse as provided in Sections 13 and 14.
10.7 The Committee may prescribe such other restrictions and conditions and other terms applicable to the Shares of Restricted Stock issued to a Key Employee under the Plan that are neither inconsistent with nor prohibited by the Plan or any Restricted Stock Agreement, including, without limitation, terms providing for a lapse of the restrictions of this Section 10, provided they are set forth in the applicable Restricted Stock Agreement, in installments. Further, the
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Committee, in its discretion, shall have the power, at any time, to accelerate the dates the restrictions lapse on any or all of the Restricted Stock granted to a Key Employee.
11. Stock Appreciation Rights to Key Employees
Subject to the terms of the Plan, the Committee may also grant to Key Employees SARs from time to time. Each SAR shall be evidenced by a written Stock Appreciation Right Agreement. The Stock Appreciation Right Agreement may, in the sole discretion of the Committee, include a vesting schedule, a non-competition agreement, a confidentiality provision, provisions for forfeitures and such restrictions, conditions and other terms as the Committee shall determine in its sole discretion. Stock Appreciation Right Agreements need not be identical. Each SAR is also subject to the following specific rules:
11.1 SARs may be granted either as a separate Award ("Nontandem SAR") or in tandem with a related Option ("Tandem SAR"). At the time of grant of a Nontandem SAR, the Committee shall specify the base price of Shares to be used in connection with the calculation described in subsection 11.2 (a) below. The base price of a Nontandem SAR shall not be less than 100 percent of the Fair Market Value of a Share on the date of grant. The number of Shares subject to a Tandem SAR shall not exceed one for each Share subject to the related Option. The number of Shares subject to a Nontandem SAR shall be specified in the Stock Appreciation Right Agreement. No Tandem SAR may be granted to a Key Employee in connection with an ISO in a manner that will disqualify the ISO under Section 422 of the Code unless the Key Employee consents thereto.
11.2 Upon exercise, an SAR shall entitle the Key Employee to receive from the Company the number of Shares having an aggregate Fair Market Value equal to the following:
Cash shall be delivered in lieu of any fractional Shares. The Committee, in its discretion, shall be entitled to cause the Company to elect to settle any part or all of its obligations arising out of the exercise of an SAR by the payment of cash in lieu of all or part of the Shares it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such Shares on the date of exercise.
11.3 A Tandem SAR shall be exercisable during such time, and be subject to such restrictions and conditions and other terms, as the Committee shall specify in the applicable Option Agreement at the time such Tandem SAR is granted. Notwithstanding the preceding sentence, the Tandem SAR shall be exercisable only at such time as the Option to which it relates is exercisable and shall be subject to the restrictions and conditions and other terms applicable to such Option. Upon the exercise of a Tandem SAR, the unexercised Option, or the portion thereof to which the exercised portion of the Tandem SAR is related, shall expire. The exercise of any Option shall cause the expiration of the Tandem SAR related to such Option, or portion thereof, that is exercised.
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11.4 A Nontandem SAR shall be exercisable as follows:
(a) A Nontandem SAR granted under the Plan shall be exercisable during such time, and be subject to such restrictions and conditions and other terms, as the Committee shall specify in the Stock Appreciation Right Agreement at the time the Nontandem SAR is granted, which restrictions and conditions and other terms need not be the same for all Key Employees. Without limiting the generality of the foregoing, the Committee may specify a minimum number of full Shares with respect to which any exercise of a Nontandem SAR must be made.
(b) Subject to earlier termination as provided in the last sentence of this subsection (b), a Nontandem SAR granted under the Plan shall expire on the date specified by the Committee in the Stock Appreciation Right Agreement. The Committee shall specify in the Stock Appreciation Right Agreement at the time each Nontandem SAR is granted, the time during which the Nontandem SAR may be exercised prior to its expiration and other provisions relevant to the SAR. The Committee, in its discretion, shall have the power, at any time, to accelerate the dates for exercise of any or all Nontandem SARs or any part thereof, granted under the Plan. Notwithstanding the foregoing, any Nontandem SAR granted to a Key Employee under the Plan shall expire, notwithstanding any restrictions and conditions that may be contained in his or her applicable Stock Appreciation Right Agreement, following a termination of his or her employment with the Company as provided in Sections 13 and 14.
11.5 An SAR may be exercised only by the Key Employee (or by a legatee or legatees of such SAR under his or her last will, by his or her executors, personal representatives or distributees, or by an assignee or assignees pursuant to Section 12 below).
11.6 As soon as reasonably practicable after the exercise of an SAR, the Company shall (a) issue, in the name of the Key Employee, stock certificates representing the total number of full Shares to which the Key Employee is entitled pursuant to subsection 11.2 hereof and cash in an amount equal to the Fair Market Value, as of the date of exercise, or any resulting fractional Shares, and (b) if the Committee causes the Company to elect to settle all or part of its obligations arising out of the exercise of the SAR in cash, deliver to the Key Employee an amount in cash equal to the Fair Market Value, as of the date of exercise, of the Shares it would otherwise be obligated to deliver.
12. Non-Transferability of Rights
No rights under any Award shall be transferable otherwise than by will or the laws of descent and distribution, and the rights and the benefits, of any such Award, may be exercised and received, respectively, during the lifetime of the Grantee only by him or her.
Notwithstanding the provisions of the preceding paragraph, a Grantee, at any time prior to his or her death, may assign all or any portion of an Award granted to him or her (other than an ISO) to (a) his or her spouse or lineal descendant, (b) the trustee of a trust for the primary benefit of his or her spouse or lineal descendant, (c) a partnership of which his or her spouse and lineal descendants are the only partners, or (d) a tax exempt organization as described in Section 501(c)(3) of the Code. In such event, the spouse, lineal descendant, trustee, partnership or tax exempt organization will be entitled to all of the rights of the Grantee with respect to the assigned portion of such Award, and such portion of the Award will continue to be subject to all of the terms, conditions and restrictions applicable to the Award, as set forth herein, and in the related Option Agreement, Restricted Stock Agreement or Stock Appreciation Right Agreement, immediately prior to the effective date of the assignment. Any such assignment will be permitted only if (a) the Grantee does not receive any consideration therefor, and (b) the assignment is expressly approved by the Company. Any such assignment shall be evidenced by an appropriate written document executed by the Grantee, and a
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copy thereof shall be delivered to the Company on or prior to the effective date of the assignment. This paragraph shall apply to all Awards granted under the Plan at any time.
13. Death or Termination of Employment
13.1 Except as hereinafter provided, no Option or SAR granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an employee or director of the Company. Options and SARs granted under the Plan shall not be affected by any change of employment or service on the Board so long as the Grantee continues to be an employee or director of the Company.
13.2 Except as provided in Section 14, the Option or SAR of any Grantee whose employment or service on the Board is terminated for any reason, other than for death, Disability, termination of employment for Cause, or Retirement, shall terminate on the earlier of (a) three months after termination of employment or service on the Board and (b) the date that such Option or SAR expires in accordance with its terms.
13.3 In the event of the death of a Grantee during employment or service on the Board, or within three months after the termination of employment (except as described in subsection 13.5) or service on the Board, each Option and SAR granted to such Grantee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (but not beyond the stated duration of the Option or SAR). Any such exercise or payment shall be made only: (a) by or to the Successor of the deceased Grantee; and (b) to the extent, if any, that the deceased Grantee was entitled at the date of his or her death.
13.4 In the case of the Disability of a Grantee, the Option or SAR shall terminate on the earlier of (a) one year after termination of employment or service on the Board and (b) the date that such Option or SAR expires in accordance with its terms. During such period, the Option or SAR may be exercised by a Grantee who becomes Disabled with respect to the same number of Shares, in the same manner and to the same extent if the Grantee had continued employment or service on the Board during such period.
13.5 In the case of a Key Employee, the Option or SAR shall lapse immediately upon termination of employment of the Grantee for Cause.
13.6 In the event of the Grantee's Retirement, the Option or SAR shall remain exercisable by the retired Grantee until the Award expires by its terms and may be exercised by the retired Grantee to the same extent as if he or she had continued employment or service on the Board during such period; provided, however, if the Grantee dies before the Option or SAR expires, such Award shall be exercisable only by the Successor of the deceased Grantee to the extent that the deceased Grantee was entitled at the date of his or her death.
13.7 Pursuant to subsections 10.5 and 10.6, a Restricted Stock Award shall be subject to such restrictions in the event of the death, Disability, Retirement or other termination of employment of the Grantee as are set forth in the applicable Restricted Stock Agreement.
14. Change in Control
14.1 In the event of a Change in Control, an Award granted to a Key Employee shall be affected as follows:
(a) In the event of a Change in Control which does not have the prior written approval of a majority of the Continuing Directors, and notwithstanding any conditions or restrictions contained in an agreement related to any Award, any Options (not issued in
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tandem with a Restricted Stock Award) and SARs outstanding to a Grantee shall become immediately exercisable and any restrictions on any Restricted Stock (not issued in tandem with an Option) shall lapse on the date of such a Change in Control. If an Option is issued in tandem with a Restricted Stock Award, the outstanding Option shall become immediately exercisable, or the restrictions on the Restricted Stock shall lapse, on the date of such a Change in Control, as elected by the Grantee. Any such election shall be made by the Grantee within thirty (30) days after such Change in Control by giving notice to the Committee, or the Secretary of any successor corporation or other entity.
(b) In the event of a Change in Control which does have the prior written approval of a majority of the Continuing Directors, the Committee in its sole discretion may, notwithstanding any conditions or restrictions contained in an agreement related to any Award, provide that: (i) all Options or SARs, or both, will become immediately exercisable and/or all restrictions on Restricted Stock will lapse, or (ii) all Options, SARs and Restricted Stock Awards will be exchanged for options, stock appreciation rights and restricted stock awards of the acquiring or surviving corporation of equal or, except in the case of ISOs, greater value.
14.2 In the event that a Non-Employee Director's membership on the Board terminates within one year following a Change in Control which does not have the prior written approval of a majority of the Continuing Directors, any unexercised NSOs shall become fully exercisable.
14.3 For the purposes of subsections 14.1 and 14.2, a Change in Control shall not have the prior written approval of a majority of the Continuing Directors, unless such approval occurs prior to such Change in Control.
14.4 In the event of a sale of substantially all of the assets of the Company, or a merger, consolidation or Share exchange involving the Company, all obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on the successor to the transaction. Employment of a Key Employee with such a successor shall be considered employment of the Key Employee with the Company for purposes of the Plan.
15. Exercise of Awards
15.1 A person entitled to exercise an Option or SAR may do so by delivery of a written notice to that effect specifying the number of Shares with respect to which the Option or SAR is being exercised and any other information the Committee may prescribe. The notice shall be accompanied, in the case of an Option, by payment as described in subsection 15.2. Shares issued upon exercise of an Option or an SAR, or in respect of a Restricted Stock Award, shall be issued only in the name of the Grantee. All notices or requests provided for herein shall be delivered to the Secretary of the Company.
15.2 Except as otherwise provided in the Plan or in any Option Agreement, the Grantee shall pay the purchase price of the Shares upon exercise of any Option (a) in cash, (b) in cash received from a broker-dealer to whom the Grantee has submitted an exercise notice consisting of a fully endorsed Option (however, in the case of an insider subject to Section 17 of the Securities Exchange Act of 1934, this payment option shall only be available to the extent such insider complies with Regulation T issued by the Federal Reserve Board), (c) by delivering Shares having an aggregate Fair Market Value on the date of exercise equal to the Option exercise price, (d) by directing the Company to withhold such number of Shares otherwise issuable upon exercise of such Option having an aggregate Fair Market Value on the date of exercise equal to the Option exercise price, (e) in the case of a Key Employee, by such other medium of payment as the Committee, in its discretion, shall authorize at the time of grant, or (f) by any combination of (a), (b), (c),
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(d) and (e). In the case of an election pursuant to (a) or (b) above, cash shall mean cash or a certified or cashier's check issued by a federally insured bank or savings and loan association, and made payable to AAR CORP. In the case of payment pursuant to (b), (c) or (d) above, the Grantee's election must be made on or prior to the date of exercise and must be irrevocable. In lieu of a separate election governing each exercise of an Award, a Grantee may file a blanket election with the Committee which shall govern all future exercises of Awards until revoked by the Grantee. The Company shall issue, in the name of the Grantee, stock certificates representing the total number of Shares issuable pursuant to the exercise of any Option or an SAR as soon as reasonably practicable after such exercise, provided that any Shares purchased by a Grantee through a broker-dealer pursuant to clause (b) above shall be delivered to such broker-dealer in accordance with 12 C.F.R. §220.3(e)(4) or other applicable provision of law.
16. Effective Date of the Plan/Amendment of Awards
The Plan became effective on July 16, 1992, upon its approval at a meeting of the Company's stockholders by the affirmative votes of the holders of a majority of the Company's voting securities present or represented and entitled to vote at a meeting duly held within twelve months thereafter in accordance with Delaware law and continues thereafter until terminated by the Board of Directors. The terms of any Award may be amended at any time prior to the end of their Term in accordance with the Plan. No such amendment may adversely affect the interest of the Grantee of such Award without such Grantee's written consent.
17. Date of Award
The date of an Award shall be the date on which the Committee's determination to grant the same is final, or such later date as shall be specified by the Committee in connection with its determination.
18. Stockholder Status
No person shall have any rights as a stockholder by virtue of the grant of an Award under the Plan except with respect to Shares actually issued to that person.
19. Postponement of Exercise
The Committee may postpone any exercise of an Option or SAR or the distribution of any portion of a Restricted Stock Award for such time as the Committee in its sole discretion may deem necessary in order to permit the Company (a) to effect, amend or maintain any necessary registration of the Plan or the Shares issuable upon the exercise of an Option or SAR or distributable in satisfaction of a Restricted Stock Award under the Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (b) to permit any action to be taken in order to (i) list such Shares on a stock exchange if Shares are then listed on such exchange or (ii) comply with restrictions or regulations incident to the maintenance of a public market for its Shares, including any rules or regulations of any stock exchange on which the Shares are listed, or (iii) to determine that such Shares and the Plan are exempt from such registration or that no action of the kind referred to in (b)(ii) above needs to be taken; and the Company shall not be obligated by virtue of any terms and conditions of any Award or any provision of the Plan to recognize the exercise of an Option or an SAR or to sell or issue Shares in violation of the Securities Act of 1933 or the law of any government having jurisdiction thereof. Any such postponement shall not extend the Term of an Option or SAR or shorten the Term of any restriction attached to any Restricted Stock Award and neither the Company nor its directors or officers shall have any obligation or liability to the Grantee of an Award, to the Grantee's Successor or to any other person with respect to any Shares as to which the Option or SAR shall lapse because of such postponement or as to which issuance under a Restricted Stock Award was delayed.
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20. Termination, Suspension or Modification of Plan
The Board may at any time terminate, suspend or modify the Plan without the authorization of stockholders to the extent allowed by law, including without limitation any rules issued by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934.
No termination, suspension or modification of the Plan shall adversely affect any right acquired by any Grantee or any Successor under an Award granted before the date of such termination, suspension or modification, unless such Grantee or Successor shall consent; but it shall be conclusively presumed that any adjustment for changes in capitalization as provided for herein does not adversely affect any such right. Any member of the Board who is an officer or employee of the Company shall be without vote on any proposed amendment to the Plan, or on any other matter which might affect that member's individual interest under the Plan.
21. Taxes
Upon the Taxable Date of any Award, the Company shall have the right to require the Grantee to remit to the Company an amount in cash sufficient to satisfy all minimum federal, state, local and foreign withholding tax requirements prior to the delivery by the Company of cash or any certificate or certificates for Shares. Whenever payments under the Plan are to be made in cash, such payments shall be net of any amounts sufficient to satisfy all minimum federal, state, local and foreign withholding tax requirements. In connection with an Award in the form of Shares and in lieu of making a cash payment to the Company, the Grantee may elect to satisfy his or her tax withholding obligation incurred in connection with the Taxable Date of an Option, SAR or Restricted Stock Award by (a) directing the Company to withhold a portion of the Shares otherwise distributable to the Grantee, or (b) by transferring to the Company a certain number of Shares (either subject to such Restricted Stock Award or previously owned), such Shares being valued at the Fair Market Value for the Shares on such Taxable Date. Notwithstanding any provision of the Plan to the contrary, a Grantee's election pursuant to the preceding sentence (a) must be made on or prior to the date as of which income is realized by the Grantee in connection with such Option, SAR or Restricted Stock Award, and (b) must be irrevocable. In lieu of a separate election on each Taxable Date of an Award, a Grantee may file a blanket election with the Committee which shall govern all future Taxable Dates until revoked by the Grantee.
If the holder of Shares purchased in connection with the exercise of an Incentive Stock Option disposes of such Shares within two years of the date such ISO was granted or within one year of such exercise, he or she shall notify the Company of such disposition and remit an amount necessary to satisfy applicable withholding requirements including those arising under federal income tax laws. If such holder does not remit such amount, the Company may withhold all or a portion of any salary then or in the future owed to such holder as necessary to satisfy such requirements.
22. Tenure
Nothing contained in the Plan shall be construed as a contract of employment between the Company and any person, nor shall the Plan be deemed to give any person the right to be retained in the employ of the Company or as a Non-Employee Director of the Board or limit the right of the Company to employ or discharge any person with or without Cause, or to discipline any Employee.
23. Application of Proceeds
The cash proceeds received by the Company from the sale of its Shares under the Plan shall be used for general corporate purposes.
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24. Other Actions
Nothing in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including, by way of illustration and not by way of limitation, the right to grant options for proper corporate purposes otherwise than under the Plan to any employee or any other person, firm, corporation, association or other entity, or to grant options to, or assume options of, any person in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of all or any part of the business and assets of any person, firm, corporation, association or other entity.
25. Loan Agreements
Each Award shall be subject to the condition that the Company shall not be obligated to issue or transfer its Shares or to pay an amount in cash to the Grantee thereof on its exercise, or otherwise, if the Committee or the Board determines that such issuance, transfer, or payment, would violate any covenant in any loan agreement or other contract to which the Company or a Subsidiary is a party.
26. Notices
Notices given pursuant to the Plan shall be in writing and shall be deemed received when personally delivered or three days after mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid. Notice to the Company shall be directed to:
Corporate
Secretary
AAR CORP.
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
Notices to or with respect to a Grantee shall be directed to the Grantee, or the Successor of a deceased Grantee, at the Grantee's home address on the records of the Company.
27. AAR CORP. Stock Option Plan for Non-Employee Directors
The AAR CORP. Stock Option Plan for Non-Employee Directors, dated August 1,1988 ("Non-Employee Directors Plan") was terminated effective July 16, 1992, and no further options thereunder shall be granted after such termination; provided, however, that such termination shall not affect any options outstanding thereunder which shall continue to be subject to the terms and conditions of the Non-Employee Directors Plan and the written agreements evidencing such options. The Committee hereunder shall have authority to interpret and administer such options and applicable agreements. Notwithstanding the preceding provisions of this Section, a Reload Option may be granted, pursuant to the terms of Section 9 above, in connection with an option granted under the Non-Employee Directors Plan.
28. Leaves of Absence
The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan regarding any leave of absence taken by a Key Employee or Non-Employee Director who is the recipient of any Award. Without limiting the generality of the foregoing, the Committee shall be entitled to determine (a) whether or not any such leave of absence shall constitute a termination of employment or service on the Board within the meaning of the Plan, and (b) the impact, if any, of any such leave of absence on Awards under the Plan theretofore made to any Key Employee or Non-Employee Director who takes such leave of absence.
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29. Governing Law
The Plan, and all Awards and agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Illinois and, in the case of ISOs, Code Section 422 and regulations issued thereunder.
IN WITNESS WHEREOF, the Company has caused the AAR CORP. Stock Benefit Plan (as amended and restated effective October 1, 2001) to be executed on its behalf by its duly authorized officer.
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AAR CORP. |
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By: |
/s/ David P. Storch |
Its: | President |
Dated: January 11, 2002
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