U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[ X ] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended September 30, 1997
[ ] 15,TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number
Aero Services International, Inc.
(Name of small business issuer in its charter)
Louisiana 72-0385274
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
660 Newtown-Yardley Road
Newtown, Pennsylvania 18940
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (215) 860-5600
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
registered
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock (without par value)
(Title of Class)
Series A Cumulative Convertible Preferred Stock (without par value)
Title of class
Check whether the registrant (l) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for the year ended September 30,
1997. $8,089,761
State the aggregate market value of the voting stock held
by non-affiliates as of September 30, 1997.
- Common Stock (without par value) $79,323
(1) See Note Below
- Series A Cumulative Convertible
Preferred Stock $49,286
(2) See Note Below
(1) Based upon the average bid and asked prices of
the Company's Common Stock as of September 30, 1997.
(2) Based upon the closing bid price of the Company's
Series A Cumulative Convertible Preferred Stock as of
September 30, 1997.
State the number of shares outstanding of each of the
Company's classes of common equity as of September 30, 1997:
- Common Stock (without par value) 6,998,052 shares.
PART I
Item 1. Description of Business
GENERAL DEVELOPMENT OF BUSINESS
Aero Services International, Inc. and subsidiaries ("the
Company" or "Aero"), founded in 1948, was incorporated in
Louisiana under the name "Pan-Air Corporation". Since 1976,
the Company has conducted business primarily under the name
"Aero Services" and changed its name to "Aero Services
International, Inc." in 1980. The Company's corporate office
is located at 660 Newtown-Yardley Road, Newtown, Pennsylvania,
18940, and its telephone number is 215-860-5600.
The Company is primarily a supplier of ground support
services for general aviation aircraft at two airports located
in Chicago, Illinois and Morgantown, West Virginia, with its
facilities more commonly referred to as a "Fixed Base
Operation" or "FBO". In November 1997 the Company began
operations at Harrisburg International Airport in
Pennsylvania. The Company provides on demand "line services"
for the general aviation fleet that includes the fueling,
ground handling and storage of aircraft along with the
subleasing of hangar and office space to tenants. In
conjunction with its general aviation activities the Company
also provides, on a contractual basis, ground support services
for commercial airlines which would primarily include fueling
and de-icing.
During the fiscal year ended September 30, 1994 the
Company completed a business plan begun during fiscal year
1990 that included the sale or closure of unprofitable
operations and the sale of certain FBOs as required to
generate working capital. During fiscal year 1994, the Company
sold its avionics business at Raleigh-Durham, NC and its FBOs
located at White Plains, NY, Morristown, NJ, and Denver, CO.
(See Note D of the Consolidated Financial Statements on page
S-13 regarding the Arapahoe County Industrial Revenue Bonds in
connection with the Denver FBO.)
Beginning in October 1989, Triton Energy Corporation
("Triton"), who had begun purchasing shares of the Company's
stock in 1987 and by April 1990 owned 1,531,905 shares of
common stock, 228,540 shares of Series A preferred stock, and
250,000 shares of Series B preferred stock, began providing
financial assistance to the Company by guaranteeing certain
long term financing arrangements and by providing certain
assurances to assist in maintaining the liquidity of the
Company. During 1990 Triton expanded its support of the
Company through a series of short term unsecured loans which
continued into 1993, and totalled $8,700,000 at September 30,
1993. No loans were made during fiscal 1994.
During fiscal year 1993, the Company was notified by
Triton that Triton did not intend to extend financial support
beyond October 1, 1993. At the same time, Triton also
indicated that it did not currently intend to demand payment
of any of the short term unsecured loans it had made to the
Company, nor of any of the Company's other indebtedness to
Triton. As of September 30, 1993 those short term amounts
consisted of $8,700,000 plus accrued interest as well as
guarantee fees of $2,006,000. Moreover, as of September 30,
1993 Triton purchased the Company's revolving line of credit
from Whitney National Bank, in the principal amount of
$6,910,000. Triton indicated to the Company that it did not
intend to demand payment of any of these notes, totalling
$17,616,000 within the next year, although it retained the
legal right to do so.
During fiscal 1994, Triton Energy Corporation and its
subsidiary Pacific Basin Company concluded the sale of the
direct notes (Triton loans), the Whitney National Bank notes
acquired by Triton from Whitney, all of its common stock and a
large portion of Preferred A stock to Transtech Holdings Co.,
Inc. (Transtech). Immediately prior to the sale Triton
converted all of its Preferred B stock into 1,500,000 shares
of common, which were included in the sale to Transtech.
Transtech is a holding company owned and managed by
individuals with management experience and ownership (direct
and indirect) of other FBOs. Concurrent with the sale of
notes and securities, three persons, John Pugh, Richard
Hatchett, and Clark Van Nostrand, resigned as Directors of
Aero, and R. Ted Brant, Bobby R. Adkins, and Maurice Lawruk
were named directors of Aero. The new Board then elected R.
Ted Brant, Chairman and Chief Executive Officer; appointed
Christopher M. Cicconi, Esquire, a partner in the law firm of
Eckert, Seamans, Cherin and Mellott as Secretary of the
Company; and appointed Paul R. Slack as Treasurer of the
Company, in addition to his position as Controller and Chief
Accounting Officer.
At the same time, Transtech agreed to forgive a portion
of the debt ($2,723,000) and further agreed to eliminate
accrual of interest on the debt from Aero through November
1994, and to forebear for the three years collection of the
remaining $15,610,000 of principal debt to the extent that
payments would exceed 50% of the Company's available cash
flow.
The new Board then reviewed the Company's financial
status and determined that the Company needed to improve its
liquidity so that it would be in a position to maintain
payables on a satisfactory basis and have funds available for
acquisition of alternative FBOs. Accordingly, the Company
sold its Scottsdale, Arizona; Richmond, Virginia; Tri-City,
Michigan; and Youngstown, Ohio bases. These sales produced
over $3,900,000 before expenses. In April 1995 the Company
purchased 100% of the stock of Mountain State Flight Services,
Inc., (Mountain State), a West Virginia corporation, for
$390,000. Mountain State operates a FBO at the Morgantown, WV
airport. R. Ted Brant was a shareholder and President of
Mountain State.
On May 17, 1995, at the Annual Shareholders Meeting, R.
Ted Brant, Wallace E. Congdon, Maurice A. Lawruk, Bobby R.
Adkins, and William R. Dimeling were re-elected to the Board
of Directors, with Messrs. Brant, Congdon, and Lawruk serving
as regular directors and Messrs. Adkins and Dimeling as
Designated Directors.
On November 8, 1995, the Company sold its operating lease
and purchase option with Eagle Air to operate a FBO at
Houston's Hobby Airport to TigerAir, a corporation formed by
Wallace Congdon. The purchase price was $250,000 in the form
of a promissory note. Simultaneous with the closing, Mr.
Congdon resigned his positions as President, Chief Operating
Officer, and Director of the Company.
On November 20, 1995 the members of the Board of
Directors elected R. Ted Brant as President and Chief
Operating Officer of the Company.
On May 10, 1996 the Company sold, to Jason IV, owner of a
competitor FBO on the airport, its leasehold interest at New
Orleans' Lakefront Airport for $900,000. The Company received
$300,000 cash at settlement and two promissory notes for the
balance. A note in the amount of $100,000, bearing interest
at the rate of 8% per annum was due and payable on April 30,
1997. It was paid in February 1997. A note in the amount of
$500,000 bearing interest at the rate of 9% per annum is due
and payable on March 31, 1999. Interest is being paid
monthly.
On March 4, 1997 Christopher Cicconi resigned as
Secretary of the Company. However, his law firm remains as
the Company's chief legal counsel.
On March 5, 1997 Paul R. Slack was appointed as Secretary
of the Company.
On June 30, 1997 William R. Dimeling resigned as a
director of the Company.
The regulatory environment, particularly in terms of
environmental regulation, has changed dramatically over the
last five to ten years for all operators in the industry. In
September 1988, for example, the Environmental Protection
Agency ("EPA") issued regulations for underground storage
tanks ("USTs") that has had a dramatic economic affect on the
industry and the Company. (See Environmental Protection on
page 6.) The effective commencement date for newly installed
USTs was December 22, 1988 with all USTs having to conform to
the new standards by December 1998. During 1996 and 1995 the
Company incurred expenses of $1,000 each year in complying
with these EPA regulations. However, from 1988 through 1997,
the Company has incurred $3,393,000 of expense in complying
with these same regulations. At September 30, 1997, the
Company's financial statements include accruals of $406,000
for any known clean-up and remediation liabilities associated
with complying with EPA regulations. Unfortunately, the
Company is unable to pass these significant cash outlays on to
the customer, accordingly the Company is unable to realize any
tangible return on these cash outlays.
Management continues to review its options with respect
to developing new business opportunities to maximize its
return from existing businesses and management is exploring
several new business opportunities. In fiscal 1997, the
Company engaged an investment banking firm to assist in
developing options for the Company while preserving the
Company's net operating loss carryforward, which is
approximately $34,000,000. Management is considering several
possible means of restructuring the Company's debt and has
reviewed a number of opportunities to open or acquire FBOs and
is also reviewing various options in related business
enterprises. Subsequent to September 30, 1997 the Company has
commenced FBO operations at Harrisburg International Airport,
Middletown, Pennsylvania. However, there can be no assurance
that the Company can be returned to profitability or
maintained as a going concern.
BUSINESS OF ISSUER
The Company supplies ground support services to corporate
and other general aviation aircraft at facilities located at
two airports in the United States. The Company provides line
services, subcontracts maintenance and repairs of aircraft,
and leases hangar and office space to various tenants. The
Company also provides ground support services (including
fueling and de-icing) to commercial airlines, air freight
carriers and overnight courier services at its locations.
Line Services
Line services are ground support services that facilitate
the day-to-day operation of aircraft. The primary line
services rendered by the Company are aircraft fueling,
handling, cleaning, towing, tie-down and aircraft hangar
storage. In connection with these services, the Company
provides amenities for the passengers and crews of the
aircraft, such as passenger and pilot lounges, flight planning
assistance and weather information facilities, conference
facilities, arranging of travel and hotel accommodations,
aircraft catering and ground transportation.
The Company's line service customers are primarily owners
and operators of corporate aircraft, including those based at
the Company's facilities and others that are transient.
Although the business of providing line services is highly
competitive, the Company is the only such provider at one of
the airports where it maintains facilities. At the other
location, the Company operates one of four FBOs.
Aircraft Maintenance and Repair
With the sale of the facilities at Tri-City, Michigan and
Youngstown, Ohio during the year ended September 30, 1995 and
the subsequent sale of its Houston, Texas facility in November
1995, the Company no longer operates a major maintenance
service center. All maintenance at the two remaining
facilities is subcontracted to other companies.
Hangar and Office Leasing
The Company leases hangar, ramp (tie down) and office
space to customers whose aircraft are based at its facilities
and to various aviation related businesses. Leases of hangar
space vary in duration and are most often associated with line
service customers who operate corporate and private aircraft.
Office space tenants include corporate flight departments,
aircraft sales and charter operations, aircraft insurance
agencies, airport auto rental agencies, flight schools, and
similar aviation related businesses.
Commercial Airline Services
Commercial airline ground support services are provided
to airlines and regional air carriers on a contractual basis
at one Company FBO. Services provided include aircraft
fueling and de-icing. In commercial airline fueling, the
Company receives a fee for transporting fuel owned by the
airline from a storage facility and pumping the fuel into the
airline's aircraft.
SUPPLIES
A major percentage, 64%, of the Company's sales during
its last fiscal year was derived from the sale of fuel. The
availability to the Company of an adequate supply of fuel,
particularly jet fuel, is critical to the Company's
operations. The Company purchases fuel exclusively from
Exxon. Management believes that the present allocations of
fuel and other supplies are adequate to meet overall demand
for the foreseeable future. Supplies could be interrupted,
curtailed or allocated in the event of a refinery shutdown,
severe weather or war.
RESEARCH AND DEVELOPMENT: NEW PRODUCTS
The nature of the Company's business is service related
with no amounts of money devoted to research and development.
ENVIRONMENTAL PROTECTION
The Company's business involves the storage, handling and
sale of aviation fuel utilizing underground storage tanks
("USTs"). Accordingly, the operations of the Company are
subject to a number of federal, state and local environmental
laws and regulations, which govern the use of hazardous
substances, including the storage and sale of aviation fuels,
and also including regulations of USTs.
In September 1988, the Environmental Protection Agency
("EPA") issued regulations that required all newly installed
USTs be protected from corrosion, be equipped with devices to
prevent spills and overfills, and have a leak detection method
that meets certain minimum requirements.
During 1997 and 1996, the Company incurred clean-
up/remediation expenses of $1,000 each year in complying with
these EPA regulations. At September 30, 1997, the Company's
financial statements include accruals of $406,000 for expected
future clean-up/remediation costs for existing known
liabilities. While the Company believes that all EPA problems
have been identified and adequately accrued for, it realizes
that future substantial environmental liabilities are possible
in order to remain in compliance and it does not anticipate
experiencing any competitive disadvantage because the entire
industry is subject to these regulations. The Company
believes it has adequate reserves for its environmental
liabilities. (See Notes to Consolidated Financial Statements,
Note F4.)
The Company does not presently maintain insurance
covering losses associated with environmental contamination.
All the states in which the Company owns or operates USTs have
state operated "trust funds" which could reimburse the Company
for certain clean-up costs and liabilities incurred from USTs.
These funds, which essentially provide insurance coverage for
certain environmental liabilities, are funded by taxes on USTs
or fuels purchased within each respective state. The
coverages afforded by each state vary, but generally provide
up to $1,000,000 for the clean-up of environmental
contamination and most provide for third party liability as
well. The funds require the Company to pay deductibles
ranging from $5,000 to $50,000 per occurrence.
The Company is subject to added exposure either because
new situations of contamination are discovered and/or because
the regulatory environment becomes more burdensome.
Nonetheless, the Company has taken reasonable steps currently
available to accurately estimate future expenses required by
compliance with environmental regulations. Based on all
information available to date, and further based on existing
regulations, the Company has established sufficient accruals
to meet its estimated identified obligations.
GOVERNMENT CONTRACTS
The Company does not have any contracts with the
Government which are subject to renegotiation of profits.
COMPETITION
The Fixed Base Operations industry is highly competitive
with approximately 4,000 FBOs nationwide. Some of the
Company's competitors are highly experienced operators of
networks with substantial resources, such as Signature Flight
Support which competes with the Company at Midway Airport,
Chicago. The nature of the business is such that the
competition is not necessarily confined to the same airport
but extends to other airports, due to the mobility of
aircraft.
EMPLOYEES
As of September 30, 1997, the Company had approximately
49 full-time and 5 part-time employees. None of the employees
are represented by a union.
Item 2. Description of Properties
The Company's corporate headquarters are located at 660
Newtown-Yardley Road in Newtown, Pennsylvania. In addition,
at the time of filing of this report, the Company operates
general aviation services facilities, commonly referred to as
FBOs located at two (2) airports in the U.S. under terms of
agreements that are combinations of leases or subleases and
operating agreements between the airport operator, which may
be a city, county or other public body, and the Company. The
unexpired terms of the Company's FBO lease agreements are
eight (8) years with the City of Chicago and eleven (11) years
with the City of Morgantown. In November 1997 the Company
began operations at Harrisburg International Airport under the
terms of a five (5) year lease with the Commonwealth of
Pennsylvania.
The Company's other principal properties are (1)
leasehold improvements, such as hangars and fuel storage
facilities; (2) equipment, such as tugs, ground support and
other vehicles and shop equipment; and (3) inventories of
fuel, parts, and equipment. The Company considers that, in
general, its physical properties (including machinery and
equipment) are well maintained, in good operating condition
and adequate for their purposes.
The Company presently has operations at the following
airports:
City Airport
Chicago, IL Midway Airport
Morgantown, WV Morgantown Airport
Harrisburg, PA Harrisburg International Airport
The Company's facilities at Morgantown Airport are
maintained pursuant to leases between Mountain State Flight
Services, Inc., a wholly owned subsidiary of the Company, and
the City of Morgantown. The facility at Midway Airport is
maintained pursuant to subleases from Beckett Aviation which
is a wholly owned subsidiary of the Company. The Company
generally owns the leasehold improvements, equipment,
furniture and fixtures, vehicles and other property located
there either directly or through Beckett.
For further discussion the reader is referred to Footnote
I - Certain FBO Matters - in the financial statements attached
hereto.
Item 3. Legal Proceedings
The Company is subject to several complaints filed over
the past several years in different courts or administrative
agencies by different individual former employees challenging
the termination of their employment by the Company on a
variety of grounds. These claims are encountered in the
ordinary course of business, and in the opinion of Management,
the resolution of these matters, either individually or in the
aggregate, will not have a material adverse effect on the
Company's financial position, cash flow, and operations in
excess of accruals already recorded. Management believes that
it has established adequate reserves for all of these claims
as to which the Company believes it has strong defenses and
intends to vigorously defend its position.
In an ongoing matter, the Company has filed a Petition
for Review of an order and decision of the Illinois Human
Rights Commission regarding a claim brought against the
Company by a former employee for alleged wrongful termination
of employment. The Commission then ordered the Company to pay
damages in the amount of $37,650 for lost back pay, medical
expenses, costs and attorney's fees. The Company has appealed
this decision through its counsel in Illinois.
On December 19, 1994 the Company received its first
notice of tax due from the State of New York in the amount of
$162,639 for a diesel motor fuels tax resulting from an audit
performed in September 1994. Additional assessments have been
received which cover the period from December 1991 through
November 1993. The Company has filed appeals of all
assessments thereafter received from the State of New York,
and several such appeals are currently pending. However, the
Company's management has decided to recognize the potential
liability in full and the financial statements as September
30, 1997 include an accrual of $1,668,000 for the estimated
total of these assessments. The Company has not received any
additional assessments since September, 1996.
The Company is also exposed to a number of asserted and
unasserted potential claims encountered in the normal course
of business. In the opinion of management, the resolution of
these matters, as well as those discussed above or referenced
elsewhere in this report, will not have a material adverse
effect on the Company's financial position, cash flow, and
operations in excess of what has already been recorded.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended
September 30, 1997, no matters were submitted for a vote of
security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
(a) PRICE RANGE OF COMMON STOCK
The Company's common stock is traded in the "pink sheets"
with the symbol AER B.
The following table sets forth the high and low bid
prices of the common stock for the periods indicated. The bid
prices represent inter-dealer quotations, without retail
mark-ups, mark-downs or commissions, and may not represent
actual transactions.
COMMON
HIGH LOW
Fiscal Year 1997:
First Quarter .03 .02
Second Quarter .02 .02
Third Quarter .02 .02
Fourth Quarter .02 .01
Fiscal Year 1996:
First Quarter .10 .03
Second Quarter 1/16 .02
Third Quarter 3/32 .05
Fourth Quarter 3/32 .03
(b) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS
As of September 30, 1997 there were approximately 636
record holders of the Company's common stock. Included in the
number of stockholders of record are stockholders who have
chosen to have their shares held in "nominee" or "street"
name. The Company does not know how many additional
shareholders this represents.
(c) DIVIDENDS
The Company has not paid cash dividends on its common
stock, and the Board of Directors of the Company has adopted a
policy of retaining earnings, if any, for operations and the
expansion of the Company's business. Therefore, the Company
anticipates that it will not pay any cash dividends on its
common stock in the foreseeable future. The credit facility
signed in December 1989 prohibits the payment of dividends
without the prior written approval of the lender. Further,
cash dividends and certain other distributions on common stock
are prohibited unless all accrued dividends on the preferred
stock have been paid. The total dividends in arrears relating
to preferred stock is $2,777,989 at September 30, 1997.
Item 6. Management's Discussion and Analysis or Plan of
Operation
Overview
The Company's business began in 1948 at a single location
and expanded to 13 airports by 1984. In 1985 the Company
purchased Beckett Aviation, which added nine more facilities.
Through sales and closures of certain locations, the number
had been reduced to two at September 30, 1996.
Number of FBOs
At September 30, 1995 4
Sold during fiscal 1996 (2)
At September 30, 1996 and 1997 2
Results of Operations
The following table presents, as a percentage of net sales,
certain selected financial data for the Company for the periods
indicated.
YEAR ENDED
SEPTEMBER 30,
1997 1996
Net Sales 100.0% 100.0%
Cost of Sales 46.2 44.3
Departmental costs 37.0 40.3
Administrative costs 10.4 11.3
Interest expense 21.3 21.9
Gain on sale of FBO operations - 2.5
Other income (expense) 2.1 (1.5)
Net loss (12.8) (16.8)
For a basis of comparison, the results of operations of the two
remaining facilities at September 30, 1997 are presented for the
years ended September 30, 1997 and September 30, 1996. Income
and expenses not related to a specific location are shown as
Corporate.
September 30, 1997
(Dollar amounts in thousands)
CHICAGO MORGANTOWN CORPORATE
NET SALES $7,166 $ 883 $ 41
COST AND EXPENSE
Cost of Sales 3,161 532 41
Departmental Costs 2,250 385 358
Administrative Costs 350 50 445
Interest Expense 141 1 1,580
1,264 (85) (2,383)
Other Income/(Expense) - (291) 462
Net Income/(Loss) $1,264 $(376) $(1,921)
September 30, 1996
(Dollar amounts in thousands)
CHICAGO MORGANTOWN CORPORATE
NET SALES $5,867 $905 $ 36
COST AND EXPENSE
Cost of Sales 2,381 495 26
Departmental Costs 2,022 347 435
Administrative Costs 219 62 548
Interest Expense 156 2 1,548
1,089 (1) (2,521)
Other Income/(Expense) (2) - (150)
Net Income/(Loss) $1,087 $ (1) $(2,671)
Description of the Years Ended September 30, 1997 and 1996
Sales for the year ended September 30, 1997 increased by
$1,282,000 (18.8%) at continuing operations as compared to 1996.
Fuel sales increased $855,000 (20.3%) and airline fuelings, known
as into-plane fees, increased $216,000 (35%). These increases
have been primarily at the Company's facility in Chicago, and are
due to recent refurbishing of the facility as well as aggressive
marketing by the local general manager.
Cost of sales at continuing FBOs increased to 45.9% in 1997
from 42.5% in 1996.
Departmental costs at continuing FBOs (including corporate)
increased $189,000 (6.7%). $110,000 of this increase was due to
the rising costs of providing health care benefits to employees.
Administrative costs decreased by 3.8% in 1997, but at
continuing operations administrative costs increased by 1.9%.
Interest expense in 1997 was about equal to 1996. Interest
bearing debt increased only $58,000 in 1997. The Company
recorded $1,470,000 of interest expense on the debt owed to
Transtech. The Company paid Transtech $806,000 of interest and
$248,000 of principal during 1997.
The Company does not presently maintain insurance covering
losses associated with environmental contamination. All the
states in which the Company owns or operates USTs have state
operated "trust funds" which could reimburse the Company for
certain clean-up costs and liabilities incurred from USTs. These
funds, which essentially provide insurance coverage for certain
environmental liabilities, are funded by taxes on USTs or fuels
purchased within each respective state. The coverages afforded
by each state vary, but generally provide up to $1,000,000 for
the clean-up of environmental contamination and most provide for
third party liability as well. The funds require the Company to
pay deductibles ranging from $5,000 to $50,000 per occurrence.
The fixed base operations industry is highly competitive
particularly regarding fuel pricing. The flying range of
business aircraft allows pilots considerable discretion in
selecting locations to purchase fuel. As a consequence, the
Company expends considerable effort in tracking competitive
pricing situations on a regular basis both at airports where the
Company operates facilities and other airports that are deemed to
represent competitive situations. Due to these competitive
pressures the Company is not always able to pass cost increases
on to its customers (see Pages 6 through 7, Competition).
Liquidity and Capital Resources
Working capital deficiency decreased by $2,746,000 to
($14,338,000) at September 30, 1997 because current liabilities
were reduced by $3,076,000 and current assets were reduced by
$330,000. The major components of these changes were a decrease
of $3,524,000 in current maturities of long term debt-other, an
increase of $747,000 in accrued expenses-affiliate, and a
decrease in cash of $259,000. $3,500,000 of the current maturity
of long term debt, which represents an industrial revenue bond
that was supported by a letter of credit due to expire in
November 1997, was reclassified to long term when the letter of
credit was renewed for five years. The increase in accrued
expense-affiliate is composed of $671,000 of interest and $76,000
due to R. Ted Brant. Additional details regarding working
capital are contained on pages S-8 and S-9 of the financial
statements, Consolidated Statements of Cash Flows.
During 1995 the Company acquired 100% of the common stock of
Mountain State Flight Services Inc. which operates an FBO at
Morgantown, West Virginia. The lease with the City of Morgantown
requires that the lessee submit plans to invest $700,000 in new
construction on the leased premises if the average gross receipts
match or exceed $225,000 per month, for a consecutive four month
period. Average sales per month during 1996 and 1997 were
$76,000 and $74,000, respectively, therefore management does not
foresee any such investment being mandated in the near future.
The accompanying consolidated financial statements have been
prepared on a going concern basis which contemplates the
realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.
Management continues to review its options with respect to
developing new business opportunities to maximize its return from
existing businesses and management is exploring several new
business opportunities. In fiscal 1997 the Company engaged an
investment banking firm to assist in developing options for the
Company while preserving the Company's net operating loss
forward, which is approximately $34,000,000. Management is
considering several possible means of restructuring the Company's
debt and has reviewed a number of opportunities to open or
acquire FBOs and is also reviewing various options in related
business enterprises. Subsequent to September 30, 1997 the
Company has commenced FBO operations at Harrisburg International
Airport, Middletown, Pennsylvania. However, there can be no
assurance that the Company can be returned to profitability or
maintained as a going concern.
The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a
going concern.
The Company has not paid cash dividends on its common stock,
and the Board of Directors of the Company has adopted a policy of
retaining earnings, if any, for operations, resolution of
liabilities and the reduction of borrowing. Therefore, the
Company anticipates that it will not pay any cash dividends on
its common stock in the foreseeable future. The credit facility
signed in December 1989 prohibits the payment of dividends
without the prior written approval of the lender (Transtech).
Further, cash dividends and certain other distributions on common
stock are prohibited unless all accrued dividends on the
preferred stock have been paid. Dividends in arrears are
$2,777,989 at September 30, 1997.
Future Events Likely To Have Material Impact on the Relationship
Between Costs and Revenues
The Company has sold certain of its FBOs over the last six
years. Also, the Company relinquished potential EPA liabilities
at one location. These sales will result in lower revenues not
necessarily accompanied by a proportional decrease in costs,
particularly general and administrative costs, many of which are
relatively fixed and do not vary as a direct function of sales
volume.
Impact of Inflation
The Company does not believe that inflation has had any
material impact upon its business or operations as the Company
has generally been successful in passing along normal
inflationary increases in costs to its customers. Unusual or
excessively large increases in fuel could also be passed along,
subject to certain competitive situations, but overall demand
would likely be reduced.
Item 7. Financial Statements
The response to this item is submitted as a separate section
of this report.
Item 8. Changes In and Disagreements With Accountants on
Accounting and
Financial Disclosure
In November 1997, the Company dismissed KPMG Peat Marwick,
LLP. In December 1997, the Company appointed BDO Seidman, LLP as
the Company's auditors. These events are more fully described in
8-K filing dated November 14, 1997 and December 5, 1997, which
are incorporated by reference.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons:
Compliance with Section 16(a) of the Exchange Act.
The Executive Officers and Directors of the Company are as
follows:
Name Age Position
R. Ted Brant (1) 51 Chairman of the
Board of Directors,
President and Chief
Executive Officer,
and Director
Maurice A. Lawruk (2) 65 Director
Bobby R. Adkins 51 Director and
Chief Operating Officer
Paul R. Slack 57 Chief Accounting Officer,
Controller, Treasurer and
Secretary
James R. Affleck, Jr. 57 Vice President,
Assistant Treasurer, and
Assistant Secretary
(1) Member of the Human Resources Committee
(2) Member of the Audit Committee
Except for directors elected by the Board to fill vacancies,
all of the directors are elected at the Annual Meeting and hold
office for a period of one year or until successors are elected
and qualified. All of the above named directors were elected at
the May 17, 1995 Annual Shareholders Meeting. No annual meeting
was held in 1996 or 1997.
The officers of the Company are the Chief Executive Officer,
Chief Operating Officer, President, Secretary, Chief Accounting
Officer, Treasurer, and such other Vice Presidents as are elected
by the Board. All of the officers are elected by the Board and
serve at the pleasure of the Board.
R. Ted Brant was elected to the Board of Directors on May
20, 1994 and was appointed Chairman and Chief Executive Officer
on May 31, 1994 to replace Mr. John Pugh, who resigned. Mr.
Brant has been a director and Vice Chairman of Piedmont Aviation
Services, Inc. since 1992 and President and Chief Executive
Officer of Valley Air Services, Inc., a position he has held
since Valley's inception. Mr. Brant has experience in
industrial, construction, and engineering management and holds a
B.S. degree in Mechanical Engineering from West Virginia
University. On November 20, 1995, Mr. Brant was elected
President of the Company by the Board to replace Wallace Congdon,
who resigned.
Bobby R. Adkins was elected to the Board of Directors on May
20, 1994. He was appointed as Chief Operating Officer in
November 1995, a position formerly held by Wallace Congdon. Mr.
Adkins is Vice President Operations of Transtech Holding Company,
Inc. and of Transportech Corporation, and has served as Secretary
and Treasurer of Valley Air Services, Inc. since 1989. Mr.
Adkins holds Associate degrees in Accounting, Business
Administration, and Law Enforcement, and is a licensed commercial
pilot and certified flight instructor.
Maurice A. Lawruk was elected to the Board of Directors on
May 20, 1994. Mr. Lawruk is Vice President of Valley Air
Services, Inc., and is on the Board of Directors of Transtech
Holding Company, Inc. and Piedmont Aviation Services, Inc. Mr.
Lawruk also serves as Chairman of the construction company which
he founded in 1967. Mr. Lawruk previously served for eight years
on the Pennsylvania Industrial Development Authority.
Paul R. Slack joined the Company in December 1987 as Senior
Internal Auditor and was named Controller in May 1989. In
February 1991, the Board appointed Mr. Slack as Chief Accounting
Officer and Controller. Subsequently, in November 1991 Mr. Slack
was appointed Assistant Secretary of the Company. In May 1994,
he was appointed Treasurer and, in March 1997 he was appointed
Secretary of the Company in addition to his other offices.
James R. Affleck, Jr. joined the Company in September 1987
as manager of special projects. In May 1994 he was appointed
Assistant Treasurer, and in March 1997 was appointed Assistant
Secretary and Vice-President. Mr. Affleck's duties involve
general oversight of cash management, insurance, human resources
and benefit programs and investor relations.
Item 10. Executive Compensation
CASH COMPENSATION
The following table shows the cash compensation paid to or
accrued to, or for the benefit of, each of the executive officers
of the Company whose aggregate compensation exceeded $100,000 per
annum for services rendered to the Company during the year ended
September 30, 1997:
I. SUMMARY COMPENSATION TABLE
Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation
($) ($) ($)
1997
R. Ted Brant, Chairman 1996 12,046 - -
of the Board of Directors, 1995 6,000 - -
Chief Executive Officer, (a)
and President (c)
1997 - - -
Wallace E. Congdon, 1996 10,154 - -
President and Chief 1995 80,100 - -
Operating Officer (b)
(a) Appointed by the Board of Directors in May 1994.
(b) Resigned from the Company in November 1995.
(c) Appointed by the Board of Directors in November 1995.
COMPENSATION OF DIRECTORS
From October 1993 through May 1994, Directors, excluding
those who were also officers or employees of the Company, were
eligible to receive $15,000 annually plus $1,000 per meeting
attended as compensation for their services as Directors. At the
May 31, 1994 meeting the Board suspended indefinitely any
compensation for Directors, and none has been paid to, or accrued
for, any Director since that date.
<TABLE>
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregate Option/SAR Exercises in Last Fiscal Year, & FY-End Option/SAR Value
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at FY-End (3) Options/SARs at FY-End (1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized Unexercisable Unexercisable
<S> <C> <S> <C> <C>
R. Ted Brant -0- -0- 0/ $0.00/
Chairman, Board 0 $0.00
of Directors
Larry A. Ulrich (2) -0- -0- 120,000/ $0.00/ (3)
0 $0.00
</TABLE>
1. Market value of underlying securities at exercise, minus the
exercise or base price. "Spread" calculated by subtracting the
exercise or base price ($.1410) from the bid price of underlying
securities ($.0625) as of the fiscal year-end.
2. On April 1, 1994, Mr. Ulrich resigned as Vice President,
Marketing and entered into a one year consulting agreement with the
Company.
3. Mr. Ulrich was granted 20,000 at an exercise price per share
of $2.50 and 100,000 shares at an exercise price per share of
$.83750.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following tables set forth, as of December 31, 1997, except
as otherwise indicated, information with respect to stock ownership
of (i) each Director of the Company, (ii) each person known by the
Company to own beneficially more than 5 percent of the shares of the
Company's outstanding Common Stock, (iii) each person known to the
Company to own beneficially more than 5 percent of the shares of the
Company's outstanding Series A preferred stock, and (iv) all officers
and directors of the Company as a group. This information has been
provided to the Company by the persons named below.
Amount of
Amount and Nature of
Nature of Percent Beneficial Percent of
Beneficial of Class Ownership Class of
Name and Ownership of of Series A Series A
Address of of Common Common Preferred Preferred
Beneficial Owner Stock (1) Stock Stock (1) Stock (2)
Transtech Holding
Company, Inc. 3,407,693 42.2% 93,947 34.9%
1331 12th Avenue
Suite 109
Gables Office Complex
Altoona, PA 16601
Triton Energy Corp. 538,372 (3) 6.7% 134,593 50.0%
Including
Pacific Basin Company
6688 N. Central Exp.
Suite 1400
Dallas, TX 75206
Robert L. Starer 901,000 (4) 11.0%
6555 Skyline Drive
Delray Beach, FL
F. P. Quinn Trading Co. 114,500 (5) 1.4% 28,625 10.6%
401 S. LaSalle Street
Suite #701
Chicago, IL 60605
Alinco S.A. 327,990 (6) 4.7%
c/o Faust, Rabbach &
Stanger
488 Madison Avenue
New York, NY 10022
Cesamar, S.A. 327,990 (6) 4.7%
c/o Faust, Rabbach &
Stanger
488 Madison Avenue
New York, NY 10022
Project Bond Limited 327,990 (6) 4.7%
c/o Faust, Rabbach &
Stanger
488 Madison Avenue
New York, NY 10022
All Directors and 20,000 (7) *
Officers as a group
*Less than 1%
(1) Except as otherwise noted, the shareholders listed exercise
sole voting and investment power, subject to the community property
laws where applicable.
(2) On or about June 30, 1988, the Series A preferred
stockholders became entitled (pursuant to the articles of
incorporation of the Company), voting separately as a class, to elect
two (2) directors, to serve on the Board in designated positions (the
"Designated Positions") as a result of the Company's failure to pay
six quarterly dividends on the Series A preferred stock. Under the
articles of incorporation, the holders of Series A preferred stock
cannot vote with common stockholders for the election of the
Company's regular directors while entitled to elect directors to -
serve in the designated positions.
(3) Includes 134,593 shares of Preferred A which is convertible
into 538,372 shares of common.
(4) Represents 900,000 shares of common stock that Mr. Starer has
a right to acquire pursuant to stock options, and 1,000 shares of
common stock acquired by Mr. Starer in open market purchases.
(5) Based upon information filed with the SEC by F.P. Quinn
Trading Company on Schedule 13G.
(6) Alinco S.A., Cesamar, S.A., and Project Bond Limited consider
themselves a "group" within the meaning of SEC Rule 13d.
(7) Includes outstanding vested stock options (20,000). Does not
include stock and conversion rights owned by Triton. This amount
does not include common stock owned by Transtech, whose principal
owners include Ted Brant, Chairman of the Board of Directors and
Chief Executive Officer of the Company, and Maurice Lawruk and Bob
Adkins, both directors of the Company.
Item 12. Certain Relationships and Related Transactions .
EMPLOYMENT CONTRACTS
No employee of the Company had employment contracts during 1997
and 1996.
RELATED TRANSACTIONS
In May 1994 Triton Energy Corporation (Triton) sold the majority
of its equity in the Company to Transtech. (See Note D to the
Consolidated Financial Statements, Notes Payable-Affiliate.) At
September 30, 1996, Transtech owned 42.2% of the Company's common
stock and 34.9% of the Company's preferred stock. The Company is
also indebted to Transtech in the amount of $15,610,000 in the form
of notes that were purchased from Triton. During fiscal year 1996,
$1,488,000 of interest expense was recorded against the $15,610,000
loans due to Transtech, of which $375,000 was paid and $962,000 was
forgiven and reclassified as Additional Paid-in Capital. During
fiscal year 1997, the Company paid $248,000 of the demand loans, and
$1,470,000 of interest expense was recorded against these loans of
which $806,000 was paid. At September 30, 1997 the Company has
$1,347,000 of accrued interest due to Transtech recorded on the
financial statements.
On May 31, 1994 the Board of Directors appointed Christopher M.
Cicconi, Esquire as the Company's Corporate Secretary. They also
selected the law firm of Eckert Seamans Cherin & Mellott, of which
Mr. Cicconi is a partner, as the Company's chief legal counsel.
During fiscal 1996, the Company was billed $145,000 for legal
services. In March 1997, Mr. Cicconi resigned as the Company's
corporate Secretary, but his law firm remains as the Company's chief
legal counsel.
The Company provides accounting services to Transportech Inc., a
wholly owned subsidiary of Transtech, which operates one FBO. The
Company receives a monthly fee of nine hundred dollars.
On November 8, 1995 the Company assigned its interest in the
sublease and purchase option agreement at Houston's Hobby Airport,
together with fixed assets situated at the facility, to TigerAir,
Inc., a Texas corporation formed by Wallace E. Congdon, the then
President of the Company. In consideration of the assignment,
TigerAir paid $250,000 in the form of a non-interest bearing
promissory note. Effective as of the closing, Mr. Congdon resigned
as President and as a Director of the Company.
In January 1996 the Company purchased a 40% interest in a
company called Peakwood, L.L.C. for $150,000. (See Note B-11 to the
Consolidated Financial Statements, Other Assets.) $115,000 of this
amount was borrowed from the following related parties:
Transportech, a wholly owned subsidiary of Transtech Holding Co.,
$20,000; Maurice Lawruk, Company Director, $40,000; James Affleck,
Company Assistant Treasurer, $34,000; R. Ted Brant, Company Director
and CEO, $15,000; Bobby Adkins, Company Director, $4,000; and Alice
Buford, a shareholder of Transtech, $2,000. The Company issued
promissory notes bearing an interest rate of 10% per annum with
principal and interest due in February 1997. At that time the
Company exercised its option contained within the notes to extend
them for one additional year. All interest due and payable was paid
at the time of the extension.
In July 1996 the Company purchased a 1975 Cessna Citation 500
aircraft owned by R. Ted Brant, the Chairman of the Board and Chief
Executive Officer of the Company for $708,000. As part of the
purchase agreement the Company will make monthly payments directly to
Cessna Corporation on the existing loan, the balance being $533,000
at September 30, 1996. From June 1995 to March of 1996 the Company
attempted to develop a charter department using the Cessna belonging
to Mr. Brant. The Company was to pay all related operating expenses
and to receive a commission on all charters. Charters were made
through Piedmont Aviation Services, Inc., Winston Salem, NC. All
expenses and income less the Company's commission, were charged to a
balance sheet account. In March 1996, the Company was owed $36,000.
At that time total management of the aircraft reverted to Piedmont
with the expenses and charter income continuing to be processed by
the Company at the time of the purchase, the Company was due
$128,000. The difference between the purchase price and the note
balance assumed was charged to the owners account. The aircraft
continues to be managed by Piedmont who is the exclusive agent for
scheduling the aircraft usage. Piedmont operates as an air taxi
operator and leases aircraft in connection with its business, and
will lease the Company's aircraft when possible. The Company
receives 75% of the net billings. Piedmont provides the flight crew
and the Company is responsible for fuel and maintenance. Mr. Brant
is also a director and Vice-Chairman of Piedmont. In August 1997 one
of the airplane's engines required an overhaul which cost $240,000.
Mr. Brant increased the note with Cessna by $200,000 and personally
paid the additional $40,000, with the $240,000 being charged to a
fixed asset account. At September 30, 1997 the Company owed Mr.
Brant $76,000.
The Company periodically uses an aircraft owned by Valley Air
Services, Inc. (Valley Air) for travel by its employees, primarily
management. Valley Air bills the Company an hourly rate based on
flight time. The President and Chief Executive Officer of Valley Air
is R. Ted Brant. During 1997 the Company was billed $93,000 for use
of the aircraft.
Item 13. Exhibits and Reports on Form 8-K .
(a) Exhibits. See Index of Exhibits annexed hereto.
(b) Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: AERO SERVICES INTERNATIONAL, INC.
BY:
R. Ted Brant
Chairman of the Board of
Directors and Director
BY:
Paul R. Slack
Chief Accounting Officer
and Controller.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report is signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the
R. Ted Brant Board and
Director
Maurice A. Lawruk Director
Bobby R. Adkins Director
Those Directors above so indicated have signed the original of this
document which is on file with Company.
AERO SERVICES INTERNATIONAL, INC.
AND SUBSIDIARY COMPANIES
Form 10-KSB
Item 7
Index of Financial Statements
The following consolidated financial statements of the Company
and its subsidiaries required to be included in Item 7 are listed
below:
Page
Independent Auditors' Reports S-2
Consolidated Balance Sheets at S-4
September 30, 1997
Consolidated Statements of Operations S-6
for the years ended September 30, 1997
and 1996
Consolidated Statements of S-7
Stockholders' Deficit for the years
ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows S-8
for the years ended September 30, 1997
and 1996
Notes to Consolidated Financial Statements S-10
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Aero Services International, Inc.
We have audited the accompanying consolidated balance sheet of Aero
Services International, Inc. and subsidiaries as of September 30,
1997 and the related consolidated statements of operations,
stockholders' deficit, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstate-ment. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Aero Services International, Inc. and subsidiaries at
September 30, 1997 and the results of their operations and their cash
flows for the year then ended in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note B to the financial statements, the Company has
suffered recurring losses from operations and has significant
deficiencies in working capital and equity at September 30, 1997.
These matters raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters
are also described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
BDO SEIDMAN, LLP
December 12, 1997
Philadelphia, Pennsylvania
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors,
Aero Services International, Inc.:
We have audited the accompanying statements of operations,
stockholders' deficit, and cash flows of Aero Services International,
Inc. and subsidiaries for the year ended September 30, 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to report on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstate-ment. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our report.
The accompanying financial statements have been prepared assuming
that Aero Services International, Inc. will continue as a going
concern. As discussed in Note B to the financial statements, the
Company has suffered recurring losses from operations and has net
working capital deficiencies and a stockholders' deficit. During the
year ended September 30, 1996, the Company's plan to return to
profitability through key acquisitions did not result in improved
operating results. In addition, the Company appears to have
exhausted resources for borrowing capital. These circumstances raise
substantial doubt about the entity's ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Because of the significance of the uncertainty discussed in the
preceding paragraph, we are unable to express, and we do not express,
an opinion on the accompanying financial statements.
KPMG PEAT MARWICK LLP
April 15, 1997
Philadelphia, Pennsylvania
Aero Services International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET
September 30, 1997
(Dollar amounts in thousands)
ASSETS
CURRENT ASSETS
Cash $ 131
Customers receivables, less allowance for
doubtful accounts of $22 319
Other receivables 157
Inventories 38
Prepaid expenses and other current assets 81
TOTAL CURRENT ASSETS 726
PROPERTY AND EQUIPMENT
Transportation equipment 948
Machinery and equipment 380
Furniture and fixtures 193
Leasehold improvements 4,473
5,994
Less: Accumulated depreciation
and amortization 3,173
PROPERTY AND EQUIPMENT, NET 2,821
NOTE RECEIVABLE, NET 8
OTHER ASSETS 234
TOTAL ASSETS $3,789
The accompanying notes are an integral part of these statements.
Aero Services International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET - CONTINUED
September 30, 1997
(Dollar amounts in thousands)
LIABILITIES
CURRENT LIABILITIES
Current maturities of long term debt-affiliate $ 8,649
Current maturities of long term debt-other 20
Notes payable 102
Accounts payable-trade 1,025
Accrued expenses
Property, payroll, and other taxes 3,044
Other 793
Affiliate 1,431
TOTAL CURRENT LIABILITIES 15,064
LONG TERM DEBT, less current maturities
Affiliate 7,546
Other 3,553
TOTAL LONG TERM DEBT 11,099
OTHER LONG TERM LIABILITIES 233
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK
Series A Cumulative Convertible Preferred
Stock - no par value - authorized 500,000
shares - issued and outstanding 269,185
(redemption value - $6,411) 6,294
STOCKHOLDERS' DEFICIT
Preferred stock - authorized, 250,000 shares
of no par value, none issued -
Common stock - authorized, 15,000,000 shares
of no par value; issued 7,070,052;
outstanding 6,998,052 shares 8,702
Additional paid-in capital 3,438
Accumulated deficit (40,804)
(28,664)
Less: Common stock in treasury
(72,000 shares at cost) 237
TOTAL STOCKHOLDERS' DEFICIT (28,901)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 3,789
The accompanying notes are an integral part of these statements.
Aero Services International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended September 30,
(Dollar amounts in thousands, except per share amounts)
1997 1996
NET SALES $ 8,090 $ 7,802
COST AND EXPENSES
Cost of sales 3,734 3,456
Departmental costs 3,287 3,146
Administrative costs 845 878
Interest expense-affiliate 1,531 1,488
Interest expense-other 191 218
9,588 9,186
(1,498) (1,384)
Gain on sale of certain FBO operations - 197
Other income/(expense), net 465 (122)
NET LOSS (1,033) (1,309)
Preferred dividends (258) (258)
Accretion of preferred stock (39) (46)
Net loss applicable to common stockholders $(1,330) $(1,613)
Net loss per share - basic $ (0.19) $ (0.23)
The accompanying notes are an integral part of these statements.
Aero Services International, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the years ended September 30, 1997 and 1996
(Dollar amounts in thousands)
<TABLE>
Additional
Common Stock (Accumulated Treasury Stock Paid-In
Shares Amount Deficit) Shares Amount Capital Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1995 7,070,052 $8,702 $(38,462) 72,000 $237 $3,077 $(26,920)
Accretion of redeemable preferred stock - - - - - (46) (46)
Dividends in arrears on preferred stock - - - - - (258) (258)
Additional paid-in capital resulting
from debt forgiveness - - - - - 962 962
Net loss for the year - - (1,309) - - - (1,309)
Balance at September 30, 1996 7,070,052 8,702 (39,771) 72,000 237 3,735 (27,571)
Accretion of redeemable preferred stock - - - - - (39) (39)
Dividends in arrears on preferred stock - - - - - (258) (258)
Net loss for the year - - (1,033) - - - (1,033)
Balance at September 30, 1997 7,070,052 $8,702 $(40,804) 72,000 $237 $3,438 $(28,901)
</TABLE>
The accompanying notes are an integral part of these statements.
Aero Services International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30,
(Dollar amounts in thousands)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,033) $(1,309)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 314 286
Provision for losses on accounts receivable 4 22
Provision for obsolete and slow-moving,
excess and damaged inventory - 11
Gain on sale of certain FBO operations - (197)
Gain on sale of fixed assets 1 (100)
Current period interest included in
debt forgiveness - 438
Change in assets and liabilities net of acquisitions:
Decrease in restricted cash - 5
(Increase) decrease in accounts receivable (7) (109)
(Increase) decrease in other receivables 107 781
Decrease in inventory 9 117
Decrease in prepaid expenses (42) 24
(Increase) decrease in other assets 206 (468)
Increase (decrease) in accounts payable-trade 55 322
Increase in accrued property, payroll, and other taxes (15) 22
Increase in accrued expenses-affiliate
net of debt forgiveness 747 676
Increase (decrease) in accrued expenses-other (239) (913)
Increase in other long term liabilities (19) 401
Other 5 16
Net cash provided by operating activities 93 25
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets - 3
Proceeds from sale of certain FBO operations - 300
Purchase of property and equipment (410) (871)
Other investments - (115)
Net cash (used in) investing activities (410) (683)
(continued)
The accompanying notes are an integral part of these statements.
Aero Services International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the years ended September 30,
(Dollar amounts in thousands)
1997 1996
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long term debt-affiliate $ 23 $654
Proceeds from issuance of long term debt-banks 66 -
Proceeds from issuance of notes payable-other 406 -
Principal payments under capital lease (4) (11)
Principal payments of notes payable-affiliate (248) -
Principal payments of notes payable-other (105) -
Principal payments of long term debt-affiliate (36) (6)
Principal payments of long term debt-bank (4) (4)
Principal payments of long term debt-other (40) (40)
Net cash provided by financing activities 58 593
Net decrease in cash and cash equivalents (259) (65)
Cash and cash equivalents at beginning of year 390 455
Cash and cash equivalents at end of year $ 131 $ 390
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $1,053 $ 590
Income Taxes - -
Supplemental Schedule of Non-cash Investing and Financing Activities
Dividends in arrears on the Company's preferred stock were accrued in the
amount of $258 in both 1997 and 1996. Accretion on the Company's preferred
stock was accrued in the amount of $39 in 1997 and $46 in 1996.
The accompanying notes are an integral part of these statements.
NOTE A - NATURE OF BUSINESS
Aero Services International, Inc. (the Company) operates Fixed Base
Operations ("FBOs") which provide ground support services to
corporate and other general aviation aircraft at two airports in the
United States, as well as similar services to air carriers at one of
its locations. Operations began at a third airport in November 1997.
Revenue is derived from the sale of products, including fuel, oil,
and aircraft replacement parts; from services such as aircraft
maintenance, ground handling, and the pumping of fuel owned by
others; and from the rental of hangar and office space. There was
one customer who contributed more than 10% of sales during fiscal
year 1997. That customer contributed 17.5% of total sales. The
Company is sometimes referred to herein as "Aero."
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies follows:
1. Basis of Presentation
The accompanying consolidated financial statements have been
prepared on a going concern basis which contemplates the realization
of assets and the satisfaction of liabilities and commitments in the
normal course of business.
The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
At September 30, 1997, the Company had a working capital
deficiency of $14,338, stockholders' deficit of $28,901, and had
incurred a net loss of $1,033 in 1997.
At September 30, 1996, the Company had a working capital
deficiency of $17,084, stockholders' deficit of $27,571, and had
incurred a net loss of $1,309 in 1996.
Management continues to review its options with respect to
developing new business opportunities to maximize its return from
existing businesses and is exploring several new business
opportunities. In fiscal 1997, the Company engaged an investment
banking firm to assist in developing options for the Company while
preserving the Company's net operating loss forward, which is
approximately $34,000. Management is considering several possible
means of restructuring the Company's debt and has reviewed a number
of opportunities to open or acquire FBOs and is also reviewing
various options in related business enterprises. Subsequent to
September 30, 1997, the Company has commenced FBO operations at
Harrisburg International Airport, Middletown, Pennsylvania. (See
Note I - Certain FBO Matters.) However, there can be no assurance
that the Company can be returned to profitability or maintained as a
going concern.
2. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
3. Impairment of Long-Lived Assets
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 121 ("SFAS 121") "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" during the year ended September 30, 1996. SFAS 121
establishes accounting standards for the impairment of long-lived
assets and certain identifiable intangibles to be disposed of. The
Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever
events or changes in circumstances indicate that the carrying amount
of the assets may not be recoverable based on undiscounted estimated
future operating cash flows. Based on the operating results of
Mountain State Flight Services, Inc. for the years ended September
30, 1996 and 1997, the Company decided that the goodwill, relating to
the acquisition of Mountain States, was impaired. At September 30,
1997, the remaining balance of the goodwill which amounted to $294
was charged to operations and is included in departmental costs.
4. Recent Accounting Pronouncements
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per
Share ("SFAS 128"). SFAS 128 provides a different method of
calculating earnings per share than is currently used in APB Opinion
15. SFAS 128 provides for the calculation of basic and diluted
earnings per share. Basic earnings per share includes no dilution
and is computed by dividing income available to common stockholders
by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution
of securities that could share in the earnings of an entity, similar
to existing fully diluted earnings per share. The Company will adopt
the provisions for computing earnings per share set forth in SFAS 128
in December 1997 and believes that its adoption will not have a
material effect on the calculation of earnings per share.
Statement of Financial Accounting Standards No. 129, Disclosure
of Information about Capital Structure ("SFAS 129") effective for
periods ending after December 15, 1997, establishes standards for
disclosing information about an entity's capital structure. SFAS 129
requires disclosure of the pertinent rights and privileges of various
securities outstanding (stock options, warrants, preferred stock,
debt and participation rights) including dividend and liquidation
preferences, participant rights, call prices and dates, conversion or
exercise prices and redemption requirements. Adoption of SFAS 129
will have no effect on the Company as it currently discloses the
information specified.
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("SFAS 130"), establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners
and distributions to owners.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Among other disclosures, SFAS 130 requires that all items that
are required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements.
Statement of Financial Accounting Standards No. 131, Disclosure
about Segments of a Business Enterprise ("SFAS 131"), establishes
standards for the way that public enterprises report information
about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim
financial statements issued to the public. It also establishes
standards for disclosures regarding products and services, geographic
areas and major customers. SFAS 131 defines operating segments as
components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in
assessing performance.
Both SFAS 130 and SFAS 131 are effective for financial
statements for periods beginning after December 15, 1997 and require
comparative information for earlier years to be restated. Adoption
of both statements is not expected to impact the Company's financial
statements and related disclosures.
5. Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, Beckett Aviation, Inc.
and Mountain State Flight Services, Inc. All material intercompany
accounts and transactions have been eliminated in consolidation.
6. Inventories
Aircraft parts and accessories, fuel, and supplies, are stated
at the lower of cost or market, principally on a moving average unit
cost basis. The cost of high value items is determined by specific
identification. Provisions are made for obsolete and slow moving,
excess quantity and damaged inventory.
7. Property, Equipment, Depreciation and Amortization
Expenditures for new property and equipment, and significant
improvements to existing assets are capitalized at cost. Maintenance
and repairs are expensed as incurred. When assets are sold or
otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts, and any gain or loss on the
disposition is reflected in current operations. Depreciation is
provided in amounts sufficient to relate the cost of depreciable
assets to operations over their estimated service lives, principally
on the straight-line basis. Leasehold improvements are amortized
over the estimated service lives of the improvements or the remaining
lives of the respective leases, whichever is shorter. The estimated
service lives used are as follows:
Transportation equipment 7 years
Machinery and equipment 5-10 years
Furniture and fixtures 5-10 years
Leasehold improvements 1-22 years
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
The Company's fixed assets are pledged as collateral for the
loan agreement with Transtech Holding Company. See Note D -
Financing Arrangements.
Maintenance and repairs expense for 1997 and 1996 was $281 and
$227, respectively.
8. Revenue Recognition
All revenue is recognized as services are provided.
9. Departmental Costs
Departmental costs are specific expenses such as salaries,
employee benefits and supplies, as well as expenditures such as rent,
real estate taxes, amortization, utilities and insurance costs.
10. Loss Per Common Share
Loss per share is based on the weighted average number of common
and common equivalent shares outstanding during each year after
giving appropriate effect, if dilutive, for the additional number of
shares which would be issuable upon the exercise of stock warrants
and options under the treasury stock method and after deducting from
income preferred stock dividends and accretion. For 1997 and 1996
weighted average shares used in computing primary loss per share were
6,998,052. Diluted loss per share amounts are not presented because
the amounts are antidilutive.
11. Accrued Property, Payroll, and Other Taxes
Included in this total at September 30, 1997 is $1,292 for
property taxes, and $1,668 for a New York motor fuels tax assessment
which is being appealed.
12. Note Receivable
At September 30, 1997 the note receivable for $500 resulted from
the sale of the Company's facility in New Orleans in 1996 and is due
and payable March 31, 1999.
13. Concentration of Credit Risk and Par Value of Financial
Instruments
Financial instruments that are potentially subject to credit
risk consist principally of cash equivalents and trade receivables.
Cash equivalents are placed with high credit quality financial
institutions. At September 30, 1997, no customer receivable exceeded
5% of total assets. The Company generally requires no collateral
from its customers.
The carrying amount of cash, customer receivables, other
receivables, accounts payable and accrued expenses approximates fair
value because of the short maturity of these instruments.
The fair value of the debt with affiliate is impracticable to
determine due to the related party nature of the instruments. The
fair value of the Industrial Revenue Bond is also impractical to
determine.
NOTE C - INVENTORIES
Inventories at September 30, 1997 were comprised of:
Aircraft parts and accessories, oil and
supplies less reserves for obsolete
and slow-moving, excess quantity and
damaged items of $54 $25
Fuel 13
$38
NOTE D - FINANCING ARRANGEMENTS
Long-Term Debt Schedule at September 30, 1997
Affiliate - Unsecured demand notes bearing interest
at prime +2% (10.5% at September 30, 1997). $ 8,452
Affiliate - Installment note bearing interest
at prime (8.5% at September 30,
1997). Quarterly payments of $300 plus
interest beginning October 1998, and
is collateralized by a first priority
interest, mortgage, assignment or lien on certain
real property, leasehold interests, equipment,
accounts receivable, and inventory. 6,910
Industrial revenue bond bearing interest
at a floating rate (3.66% at September 30,
1997). Interest is payable monthly and
principal is due December 2014. 3,500
Installment note bearing interest at 9.70%,
requiring monthly payments of $11 including
interest, until August 1998, then $9
until August 2007. 696
Affiliate - Various unsecured term notes bearing
interest at 10.00%. Principal and interest
due February 1998. 115
Industrial development revenue note, with
interest at 61% of prime (6.24% at
September 30, 1997), as set by Nations
Bank, payable in monthly installments of
$3 excluding interest due January 1998. 10
Other notes payable 187
19,870
Less: Current maturities of long term debt 8,771
$11,099
Maturities of Long-Term Debt
Annual maturities of long-term debt at September 30, 1997 are as
follows:
Year ending
September 30,
1998 8,771
1999 1,259
2000 1,266
2001 1,273
2002 6,027
Thereafter 1,274
$19,870
NOTE D - FINANCING ARRANGEMENTS - Continued
CHICAGO INDUSTRIAL REVENUE BOND
The Company's subsidiary, Beckett Aviation, Inc. ("Beckett"), is
obligated on outstanding industrial revenue bonds and notes in the
amount of $3,510 at September 30, 1997, with current maturities of
$10. On November 3, 1997, The First National Bank of Chicago and
First Bank National Association replaced Barclays Bank International
Limited as the issuer of an irrevocable letter of credit in the
amount of $3,632 to expire on November 15, 2002. CSX Corporation,
the original guarantor under the bonds and notes, continues to
unconditionally guarantee the obligations.
ARAPAHOE COUNTY INDUSTRIAL REVENUE BOND
The Company sold its Denver, CO facility in February 1994. The
buyer, Denver JetCenter, Inc. (Denver Jet) contractually assumed all
liability in connection with the payment of principal, interest, and
related fees on the $3,500 industrial revenue bonds which mature in
2013 and were the source of the funds used to construct the facility.
As a result of the sale, the assets of the Denver, CO facility and
the industrial revenue bonds were removed from the Company's
financial statements. The bond offering required a letter of credit
amounting to $3,632, which was provided by Barclays Bank
International Limited (Barclays). As required by Barclay's, the
Company continued to be liable under the letter of credit.
On October 15, 1997 Denver Jet redeemed the $3,500 bonds which
were due in 2014, thereby relieving the Company of any further
liability relating to those bonds.
NOTE E - INCOME TAXES
The Company follows the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". FAS 109
requires the recognition of future tax benefits, such as net
operating loss carry forwards (NOL's), to the extent that realization
of such benefits are more likely than not. At September 30, 1997,
the Company had NOL carryforwards for tax purposes expiring as
follows:
2002 $ 1,308
2003 680
2004 5,468
2005 5,641
2006 6,050
2007 4,424
2008 3,056
2009 2,955
2010 2,768
2011 1,193
2012 911
$34,454
The full amount of the deferred tax asset (approximately $11,745
at September 30, 1997) which primarily related to the NOL's was
offset by a valuation allowance due to uncertainties associated with
generating earnings sufficient enough to realize these tax benefits.
In addition, the impact of the change in ownership (See Note J) could
limit the amount of the tax benefit from NOL's.
NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES
(See also NOTE D regarding the Arapahoe County Industrial Revenue
Bonds.)
1. Lease Commitments
Ground operations are conducted from leased premises which
include buildings and hangar facilities. The lease arrangements
expire on various dates through 2008, with certain options for
renewal. The terms of the leases provide for monthly payments of a
fixed amount with certain escalation clauses and in some locations
additional variable amounts based on fuel flowage or other factors.
Future minimum lease payments for all non-cancelable operating
leases having a term in excess of one year at September 30, 1997 are
as follows:
Year ending
September 30,
1998 $ 604
1999 610
2000 599
2001 493
2002 405
Thereafter 1,279
$ 3,990
Rental expense for all operating leases for each of the years
ended September 30, 1997 and 1996 were $531 and $555, respectively.
The Company subleases office space under short-term and long
term agreements to various aviation tenants. Such sublease
agreements generally provide for a minimum monthly rent and certain
renewal options. Sublease rental income included in net sales was
$101 and $99, for the years ended September 30, 1997 and 1996.
2. Letters of Credit
(See Note D - Financing Arrangements regarding letters of
credit.)
3. Litigation
The Company is subject to several complaints filed over the past
several years in different courts or administrative agencies by
different individual former employees challenging the termination of
their employment by the Company on a variety of grounds. These
claims are encountered in the ordinary course of business, and in the
opinion of Management, the resolution of these matters, either
individually or in the aggregate, will not have a material adverse
effect on the Company's financial position, cash flow, and operations
in excess of accruals already recorded. Management believes that it
has established adequate reserves for all of these claims as to which
the Company believes it has strong defenses and intends to vigorously
defend its position.
In an ongoing matter, the Company has filed a Petition for
Review of an order and decision of the Illinois Human Rights
Commission regarding a claim brought against the Company by a former
employee for alleged wrongful termination of employment. The
Commission then ordered the Company to pay damages in the amount of
$38 for lost back pay, medical expenses, costs and attorney's fees.
The Company has appealed this decision through its counsel in
Illinois.
NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES - Continued
The Company is also exposed to a number of asserted and
unasserted potential claims encountered in the normal course of
business. In the opinion of management, the resolution of these
matters, as well as those discussed above or referenced elsewhere in
this report, will not have a material adverse effect on the Company's
financial position, cash flow, and operations in excess of what has
already been recorded.
4. Environmental Matters
The Company's business involves the storage, handling and sale
of fuel, and the provision of mechanical maintenance and refurbishing
services which involve the use of hazardous chemicals. Accordingly,
the Company is required to comply with federal, state and local
provisions which have been enacted to regulate the discharge of
material into the environment or otherwise relate to the protection
of the environment.
The Company is presently responsible for ongoing remediation of
underground contamination at two previously owned locations,
Milwaukee, Wisconsin and Scottsdale, Arizona. At another previously
owned location on the Raleigh-Durham Airport in North Carolina, the
Company is one of several former operators of fuel tanks at the
facility responsible for sharing remediation costs. The Company
reached a settlement agreement with the airport authority there
during fiscal year 1996 which limits the Company's liability to $85
with payments to the authority not to exceed $20 in any calendar
year. The Company was not billed for any remediation costs in 1997.
At September 30, 1997 the Company has included in its financial
statements an accrual for environmental remediation of $406. Based
on estimates by the engineering firms conducting the remediation
projects, the Company has sufficient reserves should any additional
problems arise during remediation. The Company, in addition, is
reimbursed by the Wisconsin Petroleum Environmental Cleanup Fund in
excess of 95% of remediation expenses. During 1997 the Company
received two refunds for previous expenditures at the Wisconsin site
totalling $320. These refunds were recorded as other income in the
financial statements at September 30, 1997. The accrual of $406 has
not been reduced by any expected future reimbursements from
Wisconsin.
NOTE G - SAVINGS PLAN
The Company has an "Employees Tax Sheltered Retirement Plan."
Employees who have completed one year with a minimum of 1000 hours of
service are eligible to participate. To participate the employee
must make contributions to the plan through salary reduction pursuant
to Section 401(K) of the Internal Revenue Code. The Company matches
contributions in an amount equal to 25% of the first 2% contributed
by the employee. Employees are immediately 100% vested in their
contributions, but 100% vesting in the Company's contributions does
not occur until after one year as a plan member. The Company's
contributions to the plan for the years ended September 30, 1997 and
1996 were not significant.
NOTE H - REDEEMABLE PREFERRED STOCK AND STOCK WARRANTS
Series A Cumulative Convertible Preferred Stock
During fiscal 1986, the Company completed a public offering of
422,000 units, each unit consisting of one share of Series A
Cumulative Convertible Preferred Stock ("Series A preferred stock")
and two common stock purchase warrants ("warrants"). Under the terms
of the offering, the holders of the Series A preferred stock are
entitled to receive cumulative cash dividends at the annual rate of
$.96 per share and to preference in liquidation over common
stockholders of $13.50 per share, plus accrued and unpaid dividends.
Dividends are cumulative from date of issue and payable quarterly,
except in certain instances in which the Company is not required or
may decline to pay such dividends. Each share of Series A preferred
stock is convertible into four shares of common stock at an initial
price of $3.375 per share, subject to adjustment.
The Series A preferred stock is subject to mandatory redemption
at the rate of 7-1/2% of the issue in each of the years 1996 through
2005, with the remainder to be redeemed on August 1, 2006. The
mandatory redemption price is $13.50 per share plus accrued and
unpaid dividends. The excess of the mandatory redemption price over
the net proceeds received by the Company is accreted during the
period in which the stock is outstanding. Periodic accretion based
on the interest method is charged to additional paid-in capital. The
first redemption was due on August 1, 1996, but no redemption was
made. The Louisiana Business Corporation Law provides that a
corporation may redeem shares of its capital stock subject to
redemption out of surplus or stated capital so long as any such
redemption would not reduce stated capital below the aggregate
allocated value of issued shares remaining after the redemption and
so long as sufficient net assets remain to satisfy amounts payable
upon liquidation with respect to any remaining issued shares having a
preferential right to participate in assets upon liquidation. Also,
the terms of the issue state that the Company may not redeem any
shares unless full accrued dividends have been paid on all
outstanding shares, and also, if such redemption would reduce working
capital below $9,000 or cash below $1,500. At September 30, 1997 the
Company had accrued and unpaid dividends totalling $2,778, a working
capital deficit of $14,338, and a cash balance of $131. The
Company's obligation to redeem shall be cumulative.
The Company has the option, subject to payment of full
dividends, to redeem the Series A preferred stock in whole or in part
at $13.50 per share for the year ended August 1, 1994 and thereafter.
Triton Energy Corporation was the holder of 228,540 shares of
outstanding Series A preferred stock at September 30, 1993, but sold
93,947 shares to Transtech Holding Company in May 1994.
If the Company fails to (i) pay six quarterly dividends or (ii)
make two scheduled mandatory redemptions, then the holders of the
Series A preferred stock, voting as a class, are entitled to elect
two additional members to the Board of Directors. As of September
30, 1990, the Company had failed to pay six quarterly dividends, and
therefore the holders of the Series A preferred stock, voting as a
class, were entitled to, and did elect two members to the Board of
Directors. These directors resigned during 1993 and were replaced at
the annual shareholders meeting held May 17, 1995. No dividends were
paid in 1997 or 1996.
There are also certain restrictions against the payment of
dividends and certain other distributions on common stock and against
the acquisition of common stock by the Company unless all accrued
dividends have been paid and all required mandatory redemptions
effected.
At September 30, 1997, the Company has reserved 1,076,740 shares
of common stock for the conversion of outstanding Series A preferred
stock.
NOTE H - REDEEMABLE PREFERRED STOCK AND STOCK WARRANTS - Continued
The following is a schedule of the changes in Redeemable
Preferred Stock for the years ended September 1997 and 1996.
Series A
Shares Amount
Balance September 30, 1995 269,185 $5,692
Accretion of Series A
Preferred Stock - 47
Dividends in Arrears - 258
Balance September 30, 1996 269,185 5,997
Accretion of Series A
Preferred Stock - 39
Dividends in Arrears - 258
Balance September 30, 1997 269,185 $6,294
Stock Options
The Company maintains a Stock Option Plan (the "Plan"), which
provides for the granting of stock options to officers and other key
employees of the Company at the discrepancy of the Board of
Directors. Stock appreciation rights in the same amounts have been
granted to holders of stock options and can be exercised by
surrendering related stock options. At September 30, 1997 the
Company has 450,000 options and related stock appreciation rights
outstanding and reserved for issuance under the Plan. There were no
awards granted in 1997 or 1996. The options and related stock
appreciation rights generally vest over three years and expire 10
years after granting. At September 30, 1997, fully vested options
exercisable totalled 290,000 with an average exercise price of $0.55
per share.
Prior to establishment of the Plan, the Company on December 10,
1987, granted non-qualified stock options to Robert L. Starer, then
President and Chief Executive Officer, to acquire 1,000,000 shares of
common stock at a price of $2.00 per share. As of September 30,
1997, the Company has reserved 1,000,000 shares in connection with
Mr. Starer's options.
During 1995, the FASB adopted Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," which has recognition provisions that establish a fair
value based method of accounting for stock-based employee
compensation plans and established fair value as the measurement
basis for transactions in which an entity acquires goods or services
from nonemployees in exchange for equity instruments. SFAS 123 also
has certain disclosure provisions. Adoption of the recognition
provisions of SFAS 123 with regard to these transactions with
nonemployees was required for all such transactions entered into
after December 15, 1995, and the Company adopted these provisions as
required. The recognition provision with regard to the fair value
based method of accounting for stock-based employee compensation
plans is optional. The Company has decided to continue to apply
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting
for Stock Issued to Employees," for its stock-based employee
compensation arrangements. APB 25 uses what is referred to as an
intrinsic value based method of accounting. The disclosure
provisions of SFAS 123 are effective for fiscal years beginning after
December 15, 1995. The Company will provide the disclosures when
require.
NOTE I - CERTAIN FBO MATTERS
During fiscal year 1996 the Company sold two of its remaining
four FBO's as part of the plan developed by the Board of Directors
during 1994. In July 1997, the Company signed a five year lease with
the Commonwealth of Pennsylvania to start a FBO at Harrisburg
International Airport.
Following is a discussion of each FBO effected by this plan
during 1996 and 1997.
Harrisburg - The Company entered into a lease with the Commonwealth
of Pennsylvania for a five year period beginning July 1, 1997 to
operate an FBO at the Harrisburg International Airport. Because this
is a start-up operation there was a delay between the execution of
the lease and the beginning of actual operation of the facility. The
first business was conducted in November 1997. There is one other
FBO operating at the airport. The Company has leased a modular
building to serve as a General Aviation Terminal, and has also leased
the required fuel trucks and an above ground fuel farm. This
situation has allowed the Company to begin operations with a minimum
of cash invested.
Houston - In July 1994 the Company entered into a 12 month lease with
Eagle Directions, Inc. to operate the Eagle Air FBO on Houston's
Hobby Airport, where the Company had been operating a maintenance
only FBO on a month-to-month lease. The extended approval process
delayed actual possession from occurring until November 21, 1994.
The agreement contained an option to purchase the facility with the
owner providing financing. This was a full service FBO and the
Company relocated its maintenance operations and terminated the
month-to-month lease. By September 1995, the results of operations
convinced management that they would not exercise the purchase option
or extend the lease with Eagle Air. On November 8, 1995 the Company
assigned its interest in the sublease and option agreement together
with the fixed assets situated at the facility to TigerAir, Inc., a
Texas corporation formed by Wallace E. Congdon, the then President of
the Company. In consideration of the assignment, TigerAir paid $250
in the form of a non-interest bearing promissory note due and payable
on the first to occur of: (1) TigerAir's subsequent sale of the
Houston FBO; (2) a change in ownership of TigerAir; or (3) the third
anniversary date of the date of closing. Effective as of the
closing, Mr. Congdon resigned as President and as a director of the
Company.
In April 1996, TigerAir ceased operations at Hobby Airport. The
landlord seized the assets on the premises for back rent. These
assets were pledged to the Company as security for the note. Since
Texas law gives preference to the landlord in this particular
situation, the Company was forced to compromise and allow the sale of
the assets. The Company received $6 and, as a result, recorded a
loss of $98 on the sale. Operating results for the period during
1996 prior to the sale to TigerAir were: Sales of $386 produced an
operating profit of $41.
New Orleans - On May 10, 1996 the Company sold, to Jason IV, owner of
a competitor FBO on the airport, its leasehold interest at New
Orleans' Lakefront Airport, together with all of the assets located
there for $900, plus the invoice cost of the fuel and oil inventory
on hand at February 1, 1996, the effective date of the sale, plus 35%
of the cash flow (as defined in the agreement) from the combined
operations for the months of February and March 1996. Payment of
$300 plus the cost of the fuel and oil inventory and 35% of
February's cash flow was received at settlement. $100 was paid in
the form of a promissory note bearing interest at the rate of 8% per
annum from April 1, 1996 until paid, and due and payable on April 30,
1997. This note was paid in February 1997. $500 was paid in the
form of a promissory note bearing interest at the rate of 9% per
annum from April 1, 1996 until paid and due and payable on March 31,
1999. The note of $500 was offset by a collectibility reserve of
$492 at September 30, 1997.
NOTE J - RELATED PARTIES
In May 1994 Triton Energy Corporation (Triton) sold the majority
of its equity in the Company to Transtech. (See Note D, Long Term
Debt-Affiliate.) At September 30, 1997, Transtech owned 42.2% of the
Company's common stock and 34.9% of the Company's preferred. The
Company is also indebted to Transtech in the amount of $15,610, in
the form of notes that were purchased from Triton. During fiscal
year 1996, $1,488 of interest expense was recorded against the
$15,610 loans due to Transtech, of which $375 was paid and $962 was
forgiven and reclassified as Additional Paid-in Capital. During
fiscal year 1997, the Company paid $248 of the demand loans, and
$1,470 of interest expense was recorded against these loans of which
$806 was paid. At September 30, 1997 the Company has $1,347 of
accrued interest due to Transtech recorded on the balance sheet.
The Company provides accounting services to Transportech Inc., a
wholly owned subsidiary of Transtech, which operates one FBO. The
Company receives a monthly fee of $1.
On November 8, 1995 the Company assigned its interest in the
sublease and purchase option agreement at Houston's Hobby Airport,
together with fixed assets situated at the facility, to TigerAir,
Inc., a Texas corporation formed by Wallace E. Congdon, the then
President of the Company. In consideration of the assignment,
TigerAir paid $250 in the form of a non-interest bearing promissory
note. Effective as of the closing, Mr. Congdon resigned as President
and as a Director of the Company.
On May 31, 1994 the Board of Directors appointed Christopher M.
Cicconi, Esquire as the Company's Corporate Secretary. They also
selected the law firm of Eckert Seamans Cherin & Mellott, of which
Mr. Cicconi is a partner, as the Company's chief legal counsel.
During fiscal 1996, the Company was billed $145 for legal services.
In March 1997, Mr. Cicconi resigned as the Company's Corporate
Secretary, but his law firm remains as the Company's chief legal
counsel.
In July 1996 the Company purchased a 1975 Cessna Citation 500
aircraft owned by R. Ted Brant, the Chairman of the Board and Chief
Executive Officer of the Company for $708. As part of the purchase
agreement the Company will make monthly payments directly to Cessna
Corporation on the existing loan, the balance being $533 at September
30, 1996. From June 1995 to March of 1996 the Company attempted to
develop a charter department using the Cessna belonging to Mr. Brant.
The Company was to pay all related operating expenses and to receive
a commission on all charters. Charters were made through Piedmont
Aviation Services, Inc., Winston Salem, NC. All expenses and income,
less the Company's commission, were charged to a balance sheet
account. In March 1996, the Company was owed $36. At that time
total management of the aircraft reverted to Piedmont with the
expenses and charter income continuing to be processed by the
Company. At the time of the purchase, the Company was due $128. The
difference between the purchase price and the note balance assumed
was charged to the owners account. The aircraft continues to be
managed by Piedmont who is the exclusive agent for scheduling the
aircraft usage. Piedmont operates as an air taxi operator and leases
aircraft in connection with its business, and will lease the
Company's aircraft when possible. The Company receives 75% of the
net billings. Piedmont provides the flight crew and the Company is
responsible for fuel and maintenance. Mr. Brant is also a director
and Vice-Chairman of Piedmont. In August 1997 one of the airplane's
engines required an overhaul which cost $240. Mr. Brant increased
the note with Cessna by $200 and personally paid the additional $40,
with the $240 being charged to a fixed asset account. At September
30, 1997 the Company owed Mr. Brant $76.
NOTE J - RELATED PARTIES - Continued
The Company periodically uses an aircraft owned by Valley Air
Services, Inc. (Valley Air) for travel by its employees, primarily
management. Valley Air bills the Company an hourly rate based on
flight time. The President and Chief Executive Officer of Valley Air
is R. Ted Brant. During 1997 the Company was billed $93 for use of
the aircraft.
In January 1996 the Company purchased a 40% interest in a
company called Peakwood, L.L.C. for $150. (See Note B-11, Other
Assets.) $115 of this amount was borrowed from the following related
parties: Transportech, a wholly owned subsidiary of Transtech
Holding Co., $20; Maurice Lawruk, Company Director, $40; James
Affleck, Company Assistant Treasurer, $34; R. Ted Brant, Company
Director and CEO, $15; Bobby Adkins, Company Director, $4; and Alice
Buford, a shareholder of Transtech, $2. The Company issued
promissory notes bearing an interest rate of 10% per annum with
principal and interest due in February 1997, at which time the
company exercised its option to extend the payment date for one
additional year. All interest due through the renewal date was paid.
NOTE K - SUBSEQUENT EVENTS
On October 15, 1997 Denver Jet redeemed the $3,500 bonds that
were due in 2014, thereby relieving the Company of any further
liability relating to those bonds. (See Note D - Financing
Arrangements.)
In November 1997 the Company began operations at Harrisburg
International Airport under a five year lease which began in July
1997. (See Note I - Certain FBO Matters.)
On November 3, 1997 The First National Bank of Chicago and First
Bank National Association replaced Barclays Bank International
Limited as the issuer of an irrevocable letter of credit in the
amount of $3,632 to expire November 15, 2002. (See Note D -
Financing Arrangements.)
INDEX OF EXHIBITS
The following is a list of exhibits filed as part of this Annual Report on
Form 10-K. Where so indicated by footnote, exhibits which were previously
filed are incorporated by reference.
Seq. Page No.
(3.1) Amended and Restated Articles of Incorporation (1) *
(3.2) By-laws (1) *
(3.3) First Amendment to the Amended and Restated *
Articles of Incorporation. (2)
(3.4) Second Amendment to the Amended and Restated *
Articles of Incorporation. (9)
(3.5) Third Amendment to the Amended and Restated *
Articles of Incorporation. (5)
(3.6) Fourth Amendment to the Amended and Restated *
Articles of Incorporation. (9)
(4.1) Preferred Stock Purchase Agreement dated *
August 27, 1989, between Registrant and
Signal Hill. (5)
(4.2) Warrant Agreement dated August 31, 1987, between *
Registrant and Signal Hill. (5)
(4.3) Shareholders Agreement by, among and between *
Triton Energy Corporation, Pacific Basis Company,
Dibo Attar, Signal Hill, N. V., Robert L. Starer
and the Company dated December 27,1988. (21)
(4.4) Stand-Still Agreement by and among Triton *
Energy Corporation, Trenk Development Corporation, Dibo
Attar, Robert L. Starer and the Company dated
December 16, 1988. (10)
(4.5) Mutual Release and Settlement Agreement between *
Triton Energy Corporation, Pacific Basin, G. Thomas
Graves, Dibo Attar, Robert L. Starer, William R.
Dimeling, John E. Ardell, III, James N.C. Moffat, III
dated December 9, 1988. (10)
(10.1) Hangar, Hangar Site and Commercial Aviation Sales and *
Support Services Agreement at Chicago Midway Airport
between the City of Chicago and CSX Beckett Aviation,
Inc., dated February 15, 1984. (3)
(10.2) Sublease by and between the Company and Beckett *
for the Chicago FBO location. (4)
(10.3) Sublease by and between the Company and Beckett *
for the Chicago FBO location. (4)
(10.4) Loan Agreement between the Company and Whitney *
National Bank, dated September 14, 1986. (6)
(10.5) Security Agreement between the Company and *
Whitney National Bank, dated September 18,
1986. (6)
(10.6) Asset Purchase Agreement between the Company, *
National Weather Corporation, and Universal
Weather and Aviation, Inc. dated July 15,
1986. (6)
(10.7) Agency Operating Agreement between the Company *
and The Airmen, Inc., dated April 9, 1986
(Downtown Airport, Kansas City, MO). (6)
(10.8) First Amendment to Agency Operating Agreement *
between the Airmen, Inc., and the Company,
dated July 8,1986. (6)
(10.9) Option Agreement between Arthur D. Stevens and *
the Company, dated April 9, 1986. (6)
(10.10) Asset Purchase Agreement between KFO Associates *
and the Company dated September 22, 1987. (11)
(10.11) Lease between Robert L. Starer and Merle A. *
Starer and the Company dated May 1, 1988. (11)
(10.12) Asset Purchase Agreement between PHH Aviation *
Services, Inc., and the Company dated June 1,
1988. (8)
(10.13) Beckett Stock Agreement between PHH Group, Inc. *
and the Company dated June 1, 1988. (8)
(10.14) Pledge and Security Agreement between PHH Group *
Inc., and the Company dated June 1, 1988. (8)
(10.15) Agreement for the Purchase and Sale of Assets *
between Van Dusen Airport Services Company,
Limited Partnership and the Company dated
April 18, 1988. (8)
(10.16) Agency Operating Agreement between Van Dusen Airport *
Services Company, Limited Partnership and the Company
dated April 18, 1988. (8)
(10.17) Escrow Agreement between Van Dusen Airport Services *
Company, Limited Partnership and the Company dated
April 22, 1988. (8)
(10.18) Asset Purchase and Sale Agreement between Page Avjet *
Corporation and the Company dated April 22, 1987. (7)
(10.19) Termination Agreement between Airmen, Inc. and the *
Company dated July 10, 1989. (12)
(10.20) Agreement of Employment between Larry A. Ulrich and *
the Company dated August 10, 1989. (12)
(10.21) Lease between Robert L. Starer and Merle A. Starer *
and the Company dated November 1, 1989. (12)
(10.22) Promissory Note from Robert L. Starer to the Company *
and dated January 4, 1989. (12)
(10.23) Promissory Note from Larry A. Ulrich to the Company *
dated October 26,1989. (12)
(10.24) Amended and Restated Loan Agreement between the *
Company and Whitney National Bank of New Orleans dated
December 19, 1989. (12)
(10.25) Fee Agreement between the Company and Triton Energy *
Corporation dated December 19, 1989. (12)
(10.26) Replacement Letter of Credit in favor of Sovran Bank *
N.A., as trustee and for the account of Beckett
Aviation, Inc. dated May 31, 1990. (13)
(10.27) Letter Agreement between Denver Jetcenter, Inc. and *
the Company, dated May 6, 1990. (13)
(10.28) Letter Agreement between Owners Jet of Texas, Inc. *
and the Company dated June 6, 1990. (13)
(10.29) Settlement Agreement and General Release between *
Mach I Aviation, Ltd., and the Company, dated
June 29, 1990. (13)
(10.30) Agreement for the Purchase and Sale of Assets between *
Pan Am Management System, Inc. and the Company
dated July 12, 1990. (13)
(10.31) Letter Agreement between Angel Air, Inc. and the *
Company, dated August 10, 1990. (13)
(10.32) Assignment of Lease to Springfield Air Center by *
the Company, dated November 30, 1990. (13)
(10.33) Employment Agreement between John Pugh and the *
Company, dated November 21, 1990. (13)
(10.34) Schedule of Borrowings from Triton Energy *
Corporation evidenced by a Series of
Promissory Notes. (13)
(10.35) Replacement Letter of Credit in favor of Sovran *
Bank N.A., as trustee and for the account of
Beckett Aviation, Inc., dated September 15, 1991. (14)
(10.36) Agreement for the Purchase and Sale of Assets *
between Beaufort Aviation, Inc. and the Company,
dated March 18, 1991. (14)
(10.37) Agreement for the Purchase and Sale of Interest in *
Joint Venture between Aviation Providers
International, inc. and the Company, dated March 8,
1991. (14)
(10.38) Agreement for the Purchase and Sale of Assets *
between Flightcraft, Inc. and the Company, dated
May 17, 1991. (14)
(10.39) Lease Agreement between Triton Fuel Group, Inc. and *
the Company dated February 8, 1991. (14)
(10.40) Settlement Agreement and General Release between *
Grant Thornton and the Company, dated September 13,
1991. (14)
(10.41) Amendment to Employment Agreement between Larry A. *
Ulrich and the Company, dated January 14, 1992. (15)
(10.42) Schedule of Borrowings from Triton Energy Corporation *
evidenced by a Series of Promissory Notes. (15)
(10.43) Agreement for the Purchase and Sale of Westchester *
dated September 15, 1993. (20)
(10.44) Agreement for the Purchase and Sale of Raleigh-Durham *
dated July 31, 1993. (20)
(10.45) Agreement for the Purchase and Sale of Morristown *
dated September 15, 1993. (20)
(10.46) Agreement for the Purchase and Sale of Cleveland *
dated August 20, 1993. (20)
(10.47) Schedule of Borrowings from Triton Energy Corporation *
evidenced by a Series of Promissory Notes. (20)
(10.48) Amendment to Employment Agreement between Larry A. *
Ulrich and the Company, dated April 8, 1993. (20)
(10.49) Agreement for the Purchase and Sale of Denver dated *
May 5, 1993. (21)
(10.50) Agreement for the Purchase and Sale of Raleigh-Durham *
Avionics Division dated November 12, 1993. (21)
(10.51) Consulting Agreement between Larry A. Ulrich and *
Aero Services International, Inc. dated April 1, 1994. (21)
(10.52) Revolving Credit Loan Agreement between Aero Services *
International, Inc. and Transtech Holding Co., Inc.
dated May 13, 1994. (21)
(10.53) Revolving Promissory Note in the amount of $300,000.00 *
to Aero Services International, Inc. from Transtech
Holding Co., Inc. dated May 13, 1994. (21)
(10.54) Agreement for the Purchase and Sale of Scottsdale dated *
July 19, 1994. (21)
(10.55) Schedule of Borrowings from Avfuel Corporation *
evidenced by Promissory Notes dated
September 15, 1994. (21)
(10.56) Agreement for the Purchase and Sale of Richmond *
dated September 27, 1994. (21)
(10.57) Settlement Agreement between Aero Services International, *
Inc., Transtech Holding Company, Inc., Avfuel Corporation
and Exxon Company, U.S.A. dated September 1994. (21)
(10.58) Aviation Dealer Products Sales Agreement between Exxon *
Company, U.S.A. and Aero Services - Houston dated
September 12, 1994. (21)
(10.59) Aviation Dealer Products Sales Agreement between Exxon *
Company, U.S.A. and Aero Services - Chicago dated
May 20, 1994. (21)
(10.60) Aviation Dealer Products Sales Agreement between Exxon *
Company, U.S.A. and Aero Services - Youngstown dated
May 20, 1994. (21)
(10.61) Agreement for the Purchase and Sale of Tri-City dated *
September 15, 1994. (22)
(10.62) Revolving Promissory Note between Mountain State Flight *
Services and Aero Services International, Inc. dated
December 23, 1994. (22)
(10.63) Asset purchase agreement between Aero Services *
International, Inc. (Seller) and Winner Aviation Corporation
(Purchaser) dated February 7, 1995. (23)
(10.64) Stock Purchase Agreement between Aero Services *
International, Inc. and Mountain State Flight Services,
Ltd. dated March 31, 1995. (23)
(10.65) Transfer Agreement between Aero Services International, *
Inc. and TigerAir, Inc. dated November 8, 1995.
(10.66) Non-Recourse Assignment and Assumption Agreement *
between Aero Services International, Inc. and TigerAir,
Inc. dated November 8, 1995.
(10.67) Promissory Note from TigerAir, Inc. to the Company dated *
November 8, 1995.
(10.68) Line of Credit Note from TigerAir, Inc. to the Company *
dated November 8, 1995.
(10.69) Security Agreement between Aero Services International, Inc.*
and TigerAir, Inc. dated November 8, 1995.
(10.70) Operating Agreement of Peakwood, L.L.C. between Aero *
Services International, Inc. and Peakwood Capital
Corporation dated January 11, 1996.
(10.71) Asset Purchase Agreement between Aero Services *
International, Inc. and Jason IV Aviation, Inc. dated May
10, 1996.
(10.72) Promissory Note from Jason IV Aviation, Inc. to the *
Company dated April 1, 1996.
(10.73) Promissory Note from Jason IV Aviation, Inc. to the Company *
dated April 1, 1996.
(10.74) Security Agreement between Aero Services International, *
Inc. and Jason IV Aviation, Inc. dated May 10, 1996.
(10.75) Guaranty and Suretyship Agreement between Orlando E. *
Panfile and Aero Services International, Inc. dated May
10, 1996.
(10.76) Pledge Agreement between Orlando E. Panfile and Aero *
Services International Inc. dated May 10, 1996.
(10.77) Bill of Sale, Assignment and Assumption Agreement *
between Aero Services International, Inc. and Jason IV
Aviation, Inc. dated May 7, 1996.
(10.78) Lease Agreement between the City of Morgantown and *
Mountain State Flight Services dated September 1, 1996.
(28.1) Triton Energy Corporation's Form 10-K for Year Ended *
May 31, 1991; Form 10-Q for the Quarter Ended August
31, 1991; and Prospectus for Common Offering, dated
October 9, 1991. (14)
(28.2) Triton Energy Corporation's Form 10-K for Year Ended *
May 31, 1992; Form 10-Q for Quarter Ended August 31,
1992. (15)
(28.2) Triton Energy Corporation's Form 10-Q for Quarter Ended *
November 30, 1991. (16)
(28.3) Triton Energy Corporation's Form 10-Q for Quarter Ended *
February 29, 1992. (17)
(28.4) NOT USED *
(28.5) Triton Energy Corporation's Form 10-Q for Quarter Ended *
November 30, 1992. (18)
(28.6) Triton Energy Corporation's Form 10-Q for Quarter Ended *
February 28, 1993. (19)
* THESE ARE DOCUMENTS INCORPORATED BY REFERENCE.
1. Incorporated herein by reference from the Company's Registration
Statement No. 20070425-A on Form S-18 filed December 19, 1980.
2. Incorporated herein by reference from the Company's Registration
Statement No. 33-7152 on Form S-2 filed August 22, 1986.
3. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 27, 1985, File No. 0-10094.
4. Incorporated by reference from the Company's Current Report on
Form 8-K dated February 14,1986, File No. 0-10094.
5. Incorporated by reference from the Company's Current Report on
Form 8-K dated September 18, 1987, File No. 0-10094-0.
6. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 23,1986, File No. 0-10094-0.
7. Incorporated by reference from the Company's Current Report Form
8-K dated May 27,1987, File No. 0-10094-0.
8. Incorporated by reference from the Company's Current Report Form
8-K dated June 3, 1988, File No. 0-10094-0.
9. Incorporated by reference from the Company's Current Report on
Form 8-K dated July 21, 1988, File No. 0-10094-0.
10. Incorporated by reference from the Company's Current Report on
Form 8-K dated December 27,1988, File No. 0-10094-0.
11. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 29, 1988, File No. 0-10094-0.
12. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 29, 1989, File No. 1-10190.
13. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 29, 1990, File No. 1-10190.
14. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 18, 1991, File No. 1-10190.
15. Incorporated by reference from the Company's Annual Report on
Form 10-K dated January 11, 1993, File No. 1-10190.
16. Incorporated by reference from the Company's Current Report on
Form 10-Q dated February 5, 1992, File No. 1-10190.
17. Incorporated by reference from the Company's Current Report on
Form 10-Q dated May 14, 1992, File No. 1-10190.
18. Incorporated by reference from the Company's Current Report on
Form 10-Q dated February 5, 1993, File No. 1-10190.
19. Incorporated by reference from the Company's Current Report on
Form 10-Q dated May 13, 1993, File No. 1-10190.
20. Incorporated by reference from the Company's Annual Report on
Form 10-K dated January 12, 1994, File No. 1-10190.
21. Incorporated by reference from the Company's Annual Report on
Form 10-K dated December 28, 1994, File No. 1-10190.
22. Incorporated by reference from the Company's Current Report on
Form 10-Q dated February 3, 1995, File No. 1-10190.
23. Incorporated by reference from the Company's Annual Report on
Form 10-KSB dated February 29, 1996, File No. 1-10190.
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