<PAGE> 1
U.S. Securities and Exchange Commission, Washington, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-87778A
THE FLIGHT INTERNATIONAL GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-1476225
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Newport News/Williamsburg International Airport, Newport News, VA 23602
(Address of principal executive offices)
(804) 886-5500
Issuer's telephone number
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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 No X .
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No X
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of December 12, 1995, there
were 998,974 shares of the issuer's New Common Stock, par value $.01 per share,
issued and outstanding.
Transitional Small Business Disclosure Format [check one]: Yes No X
--- ---
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Flight International Group, Inc. (the "Company") files herewith condensed
consolidated balance sheets of the Company and its subsidiaries as of January
31, 1996 (unaudited) and April 30, 1995 (the Company's most recent fiscal year),
unaudited condensed consolidated statements of operations for the three months
and nine months ended January 31, 1996 and 1995, and unaudited condensed
consolidated statements of cash flows for the nine months ended January 31, 1996
and 1995, together with unaudited condensed notes thereto. In the opinion of
management of the Company, the financial statements reflect all adjustments, all
of which are normal recurring adjustments, necessary to fairly present the
financial condition of the Company for the interim periods presented. Operating
results for any quarter are not necessarily indicative of results for any future
period. The financial statements included in this report on Form 10-QSB should
be read in conjunction with the audited financial statements of the Company and
the notes thereto included in the annual report of the Company on Form 10-KSB
for the year ended April 30, 1995.
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THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
January 31, 1996 April 30 ,1995
(Unaudited)
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 143,265 $ 69,414
Deferred revenue 572,491 277,478
Accrued expenses and other liabilities 1,821,192 1,902,435
Long-term debt due currently 977,913 871,357
----------- -----------
Total current liabilities 3,514,861 3,120,684
OTHER NON-CURRENT LIABILITIES 1,526,643 1,361,680
LONG-TERM DEBT, LESS CURRENT MATURITIES 5,947,408 6,843,080
----------- -----------
Total liabilities 10,988,912 11,325,444
----------- -----------
STOCKHOLDERS' EQUITY
Common stock 9,990 9,990
Additional paid in capital 988,986 988,986
Treasury stock (1,769) (1,769)
Retained Earnings (accumulated deficit) 7,344 (119,652)
----------- -----------
Total stockholders' equity 1,004,551 877,555
----------- -----------
$11,993,463 $12,202,999
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE> 4
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
January 31, 1996 April 30 ,1995
(Unaudited)
-------------------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 498,821 $ 601,744
Accounts Receivable, net 1,616,492 1,809,891
Inventories 1,270,566 1,376,818
Prepaid expenses, deposits and other 1,126,987 564,186
----------- -----------
Total current assets 4,512,866 4,352,639
PROPERTY AND EQUIPMENT, NET 7,425,565 7,821,152
OTHER ASSETS 55,032 29,208
----------- -----------
$11,993,463 $12,202,999
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE> 5
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
January 31, 1996 January 31, 1995 January 31, 1996 January 31, 1995
---------------------------------------- --------------------------------------
<S> <C> <C> <C> <C>
Revenues $2,499,342 $ 1,958,092 $9,544,077 $ 7,985,939
Operating costs and expenses
Costs of services 1,940,939 3,080,763 6,965,174 7,317,001
Depreciation and amortization 187,794 184,024 613,666 587,298
General, corporate and administrative 408,065 522,746 1,380,333 1,729,181
--------------------------------- ---------------------------------
Total operating costs and expenses 2,536,798 3,787,533 8,959,173 9,633,480
--------------------------------- ---------------------------------
Income (loss) before other (income)
expenses (37,456) (1,829,441) 584,904 (1,647,541)
--------------------------------- ---------------------------------
Other (income) expenses
Interest expense 142,558 150,188 456,017 245,286
Litigation Settlements 0 (202,930) (202,930)
Write down of assets to fair market value 0 374,589 374,589
Income tax 0 0 1,890 0
--------------------------------- ---------------------------------
Total other expenses 142,558 321,847 457,907 416,945
--------------------------------- ---------------------------------
Income (loss) before extraordinary item (180,014) (2,151,288) 126,997 (2,064,486)
Extraordinary item
Gain on discharge of prepetition liabilities 23,206,351 23,206,351
--------------------------------- ---------------------------------
Net income (loss) $ (180,014) $21,055,063 $ 126,997 $21,141,865
--------------------------------- ---------------------------------
Net income (loss) per common share $ (0.18) $ 2.13 $ 0.13 $ 2.14
================================= =================================
Weighted average number of shares 998,976 9,899,713 998,976 9,899,713
================================= =================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE> 6
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended
January 31, 1996 January 31, 1995
---------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 126,997 $ 21,141,865
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 613,666 587,298
Engine reserve 158,400 318,962
Provision for write down of assets 374,589
Loss on sale of assets 94,318
Extraordinary gain on extinguishment of
prepetition liabilities (23,206,351)
Reorganization adjustments 233,856
Changes in operating assets and liabilities
Accounts receivable 193,399 583,297
Inventories 106,252 1,637,673
Prepaid expenses (562,801) 352,978
Accounts payable 73,851 (2,497,604)
Accrued expenses and other liabilities (239,644) 2,291,706
Deferred revenue 459,976 (24,426)
---------------------------------
Net cash provided by operating activities 930,096 1,888,161
INVESTING ACTIVITIES
Sale (Purchase) of property and equipment (218,079) 1,054,560
Net (increase) decrease in other assets (25,824) (137,455)
---------------------------------
Net cash provided by (used in) investing activities (243,903) 917,105
FINANCING ACTIVITIES
Repayment of long-term debt (789,116) (1,964,312)
---------------------------------
Net cash provided by (used in) financing activities (789,116) (1,964,312)
---------------------------------
NET (DECREASE) INCREASE IN CASH AND (102,923) 840,954
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 601,744 147,071
---------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 498,821 $ 988,025
=================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 456,017 $ 245,286
Income taxes paid $ 1,890 $ 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE> 7
THE FLIGHT INTERNATIONAL GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Flight International Group, Inc. (the "Company") is an aviation services
company that performs military training services using specially modified
commercial aircraft, principally under contracts with the United States
Department of Defense, other government agencies and foreign countries. In
addition, the Company has established a market for training and testing in the
aerospace industry. The Company also operates a fixed base operation ("FBO") at
the Newport News/Williamsburg International Airport.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany transactions and
balances have been eliminated.
Net income/loss per common share is computed by dividing the income/loss by the
weighted average number of shares of common stock outstanding during the year.
2. REORGANIZATION AND EMERGENCE FROM CHAPTER 11
On February 4, 1994, The Flight International Group, Inc. ("Flight") and its
subsidiaries, Flight International, Inc. ("FII"), Flight International of
Florida, Inc. ("FIF"), and Flight International Aviation, Inc. ("FIA")
(collectively, the "Company") filed voluntary petitions in the United States
Bankruptcy Court in the Eastern District of Virginia (the "Bankruptcy Court")
for reorganization under Chapter 11 of the United States Bankruptcy Code (the
"Code"). On December 8, 1994, the Bankruptcy Court entered an order confirming
the Company's joint plan of reorganization (the "Plan"), and the Plan became
effective on December 28, 1994 (the "Effective Date").
For accounting purposes, the effective date is deemed to be December 31, 1994.
As a result, comparative statements for the three months ended January 31, 1995
include one month after the effective date and two months prior to the effective
date, and the nine months ended January 31, 1995 includes one month after the
effective date and eight months prior to the effective date.
Pursuant to the Plan, a total of 1,000,000 shares of new common stock were
authorized and 998,976 shares were issued. The 9,899,713 shares of common stock
previously outstanding were cancelled. The shares of new common stock were
distributed as follows:
(i) 510,000 shares were issued to holders of allowed
general unsecured claims;
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(ii) 290,000 shares were issued to Flight management
group, as identified in the Disclosure Statement (as
defined in Item 2 below), in exchange for an equity
investment of $290,000 in the reorganized company;
(iii) 100,000 shares were issued to the Flight management,
as identified in the Disclosure Statement; and
(iv) 98,976 shares were issued to shareholders of record
on December 20, 1994.
Of the 510,000 shares to be issued to holders of allowed general unsecured
claims, approximately 63,000 shares are being held by the Company to satisfy
remaining disputed claims of unsecured creditors. Once these claims are settled,
the 63,000 shares will be redistributed based on the final valuation of all
general unsecured claims.
3. FRESH START ACCOUNTING
The Company has accounted for the reorganization by using the principles of
fresh start accounting, as required by SOP 90-7. The Company was required to
adopt fresh start reporting because holders of the existing voting shares
immediately prior to filing and confirmation of the Plan received less than 50%
of the voting shares of the emerging entity, and its reorganization value was
less than the total of its post-petition liabilities and allowed claims. Under
the principles of fresh start accounting, the Company's total assets were
recorded at their assumed reorganization value, with the reorganization value
allocated to identifiable tangible assets on the basis of their estimated fair
value.
The Company's net reorganization value was determined to be approximately
$1,000,000. The net reorganization value was based principally on cash infusions
received for the issuance of new common stock and was approved by the Bankruptcy
Court.
As a result of the implementation of fresh start accounting, the financial
statements of the Company after consummation of the Plan are not comparable to
the Company's financial statements of prior periods.
4. INCOME TAXES
No provision for federal income taxes has been made by the Company, as it has
substantial Net Operating Loss carry forwards available to offset against
current income.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BACKGROUND AND GENERAL INFORMATION
On February 4, 1994 (the "Petition Date"), the Company and certain of
its subsidiaries (the "Chapter 11 Entities") filed a petition for relief under
Chapter 11 of the Federal Bankruptcy Code (the "Code") in the United States
Bankruptcy Court for the Eastern District of Virginia, Newport News Division
(the "Bankruptcy Court").
On December 28, 1994, a Joint Plan of Reorganization dated August 31,
1994, as amended, confirmed and decreed by order of the Bankruptcy Court (the
"Plan"), became effective pursuant to an order of the Bankruptcy Court. The Plan
restructured and satisfied the claims of the creditors of the Chapter 11
Entities and the interests of shareholders of the Company.
The Company accounted for the reorganization effected by the Plan
through the principles of "fresh start" accounting, as required by Statement of
Position ("SOP") 90-7, "Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code", issued by the American Institute of Certified Public
Accountants. As a result, the financial statements of the Company for the post
bankruptcy period are not comparable in all respects to the Company's financial
statements of prior periods.
RESULTS OF OPERATIONS
Revenues
Total revenues for the three months ended January 31, 1996 and 1995
were $2,499,342 and $1,958,092 respectively. For the nine months ended January
31, 1996 and 1995, total revenues were $9,544,077 and $7,985,939, respectively.
The 20% increase in revenue for the nine months ended January 31, 1996
over the comparable prior year period is a result of (i) a 24% increase in
flight operation revenues resulting from the contract with the U.S. Navy/Naval
Weapons Center in China Lake, California (the "China Lake Contract") to provide
Metro III aircraft necessary to accomplish naval transportation, which was
awarded in October 1994, and increased revenue from the Continental United
States Commercial Services Contract (the "CAS Conus Contract") and the United
States Naval Weapons Center, Patuxent River, Maryland Contract (the "Patuxent
River Contract"); (ii) a 14% increase in revenues from fixed base operations;
and (iii) a 35% increase in repair facility revenues, partially offset by (iv) a
100% decrease in flight school revenues caused by the lease and
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subsequent sale of the Company's flight school operations to an
unaffiliated party.
Cost of Services
Cost of services for the three months ended January 31, 1996 and 1995
were $1,940,939 and $3,080,763, respectively. For the nine months ended January
31, 1996 and 1995, the cost of services was $6,965,174 and $7,317,001,
respectively. The 59% decrease in cost of services for the three months ended
January 31, 1996 over the comparable prior year period is primarily the result
of certain accounting adjustments which were related to the write-down of assets
in connection with the Company's bankruptcy proceedings. The 5% decrease in cost
of services for the nine months ended January 31, 1996 over the comparable prior
year period is a result of increased operting costs due to new business
(primarily the CAS Conus, China Lake and Patuxent River Contracts), offset by a
reduction in cost of services from the fixed base operations, maintenance
operations and from the lease and subsequent sale of the flight school
operations.
Depreciation and Amortization
Depreciation and amortization for the three months ended January 31,
1996 and 1995 were $187,794 and $184,024, respectively. For the nine months
ended January 31, 1996 and 1995, depreciation and amortization were $613,666 and
$587,298, respectively. The 4% increase in depreciation for the nine months
ended January 31, 1996 over the comparable prior year period is a result of a
relatively stable level of aircraft and facilities and an increased utilization
rate.
General Corporate and Administrative
General corporate and administrative expenses for the three months
ended January 31, 1996 and 1995 were $408,065 and $522,746, respectively. For
the nine months ended January 31, 1996 and 1995, general corporate and
administrative expenses were $1,380,333 and $1,729,181, respectively. The
decline in general corporate and administrative expenses for both the three
months and the nine months ended January 31, 1996 over the comparable prior year
periods is primarily the result of reduced legal and other bankruptcy related
costs, which were substantial in the prior year, partially offset by increased
marketing costs due to the Company's allocation of increased personnel and
greater resources towards the pursuit of new business initiatives.
Interest
Interest expense for the three months ended January 31, 1996 and 1995
was $142,558 and $150,188, respectively. For the nine months ended January 31,
1996 and 1995, interest expense was
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$456,017 and $245,286, respectively. The 86% increase in interest expense for
the nine month period ended January 31, 1996 over the comparable prior year
period is due to the fact that most of the Company's debt in the prior year did
not begin accruing interest until the effective date of the Plan.
Net Income (Loss)
As a result of the foregoing, the Company's net loss before
extraordinary item for the three months ended January 31, 1996 was $180,014, or
$.18 per share of the Company's common stock, compared to a net loss before
extraordinary item of $2,151,288, or $.22 per share for the three months ended
January 31, 1995. For the nine months ended January 31, 1996, the Company's net
income before extraordinary item was $126,997, or $.13 per share, compared to a
net loss before extraordinary item of $2,064,486, or $.21 per share for the nine
months ended January 31, 1995. The weighted average number of shares used in
computing per share earnings decreased from 9.9 million shares for the three and
nine months periods ended January 31, 1995 to 1.0 million shares for the three
and nine months periods ended January 31, 1996 as a result of the confirmation
and implementation of the Plan.
Liquidity and Capital Resources
The Company has funded its operations primarily through cash flows from
operations and bank indebtedness. The Company's operating activities provided
cash of approximately $930,097 for the nine months ended January 31, 1996, while
providing $1,888,161 in the comparable prior year period. For the nine months
ended January 31, 1996, cash from operations was primarily provided by net
income and increases in deferred revenue, offset by increases in accrued
expenses and prepaid expenses.
The Company operates in a capital intensive industry. Typically, major
expenses are incurred in connection with the initiation of a new contract. These
costs can be reduced through leasing arrangements and advance payments from
customers, if these are obtainable. The Company believes that it will be able to
arrange through available means the financing of these initial contract costs
when necessary, although no assurance can be given.
The Plan included a favorable restructuring of all of the Company's
indebtedness, and the Company's aircraft and parts inventory currently is
financed over periods averaging six years with interest rates fixed at 7-8%. The
mortgage on the leasehold improvements at the fixed base operations, including
the headquarters building and adjoining hangars, will need to be refinanced or
paid in February 1997, and there can be no assurance that the Company will be
able to complete such refinancing or payment. The facilities are in excess of
current Company needs and management has attempted, without success, to sell or
sublease a
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portion of its office or hangar space. Management intends to continue to seek
the sale or sublease of this space unless business conditions shall justify
otherwise.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: March 14, 1996 THE FLIGHT INTERNATIONAL
GROUP, INC.
By:_____________________________________
David E. Sandlin
Principal Executive Officer
By:_____________________________________
Wayne M. Richmon
Principal Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ----- ----------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 498,821
<SECURITIES> 0
<RECEIVABLES> 1,616,492
<ALLOWANCES> 0
<INVENTORY> 1,270,566
<CURRENT-ASSETS> 4,512,866
<PP&E> 7,425,565
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,993,463
<CURRENT-LIABILITIES> 3,514,861
<BONDS> 5,947,408
0
0
<COMMON> 9,990
<OTHER-SE> 994,561
<TOTAL-LIABILITY-AND-EQUITY> 11,993,463
<SALES> 2,499,342
<TOTAL-REVENUES> 2,499,342
<CGS> 1,940,939
<TOTAL-COSTS> 2,536,798
<OTHER-EXPENSES> 142,558
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142,558
<INCOME-PRETAX> (180,014)
<INCOME-TAX> 0
<INCOME-CONTINUING> (180,014)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (180,014)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
