<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 July 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_X_ No___.
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 October 1, 1996, 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_
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Flight International Group, Inc. (the "Company") files herewith
unaudited condensed consolidated balance sheets of the Company and its
subsidiaries as of July 31, 1996 (unaudited) and April 30, 1996 (the Company's
most recent fiscal year), unaudited condensed consolidated statements of
operations for the three months ended July 31, 1996 and 1995, and unaudited
condensed consolidated statements of cash flows for the three months ended July
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 period 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, 1996.
2
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THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
July 31, 1996 April 30 ,1996
(Unaudited)
----------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 566,148 $1,178,779
Accounts Receivable, net 2,084,452 1,380,803
Inventories 1,708,280 1,729,503
Prepaid expenses, deposits and other 1,190,701 786,985
----------- ----------
Total current assets 5,549,581 5,076,070
PROPERTY AND EQUIPMENT, NET 4,540,772 4,532,658
OTHER ASSETS 39,009 31,116
$10,129,362 $9,639,844
=========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
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THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
July 31, 1996 April 30, 1996
(Unaudited)
------------ -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 408,340 $ 174,286
Deferred revenue 627,849 598,145
Accrued expenses and other liabilities 1,567,004 1,580,820
Long-term debt due currently 546,371 599,533
------------ -----------
Total current liabilities 3,149,564 2,952,784
OTHER NON-CURRENT LIABILITIES 1,558,149 1,659,855
LONG-TERM DEBT, LESS CURRENT MATURITIES 3,887,833 4,034,355
Total liabilities 8,595,546 8,646,994
STOCKHOLDERS' EQUITY
Common stock 9,990 9,990
Additional paid in capital 988,986 988,986
Treasury stock (1,769) (1,769)
Retained Earnings 536,609 (4,357)
Total stockholders' equity 1,533,816 992,850
$ 10,129,362 $ 9,639,844
============ ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
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THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
July 31, 1996 July 31, 1995
---------- ----------
<S> <C> <C>
REVENUES $4,744,826 $3,286,637
OPERATING COSTS AND EXPENSES
Costs of services 3,468,100 2,350,866
Depreciation and amortization 145,374 205,460
General, corporate and administrative 494,437 495,321
---------- ----------
Total operating costs and expenses 4,107,911 3,051,647
INCOME (LOSS) BEFORE OTHER (INCOME) 636,915 234,990
EXPENSES
OTHER (INCOME) EXPENSES
Interest expense 95,949 161,617
Income tax 0 1,090
---------- ----------
Total other expenses 95,949 162,707
NET INCOME (LOSS) $ 540,966 $ 72,283
========== ==========
NET INCOME (LOSS) PER COMMON SHARE $ 0.54 $ 0.07
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES 998,976 998,976
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
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THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
July 31, 1996 July 31, 1995
----------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 540,966 $ 72,283
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities
Depreciation and amortization 145,374 205,460
Engine reserve 29,992 (36,787)
Changes in operating assets and liabilities
Accounts receivable (703,649) 352,672
Inventories 21,223 11,007
Prepaid expenses (403,716) (252,577)
Accounts payable 234,054 (11,479)
Accrued expenses and other liabilities (43,808) (102,111)
Deferred revenue (72,002) 59,499
----------- ---------
Net cash provided by (used in) operating activities (251,566) 297,967
INVESTING ACTIVITIES
Sale (Purchase) of property and equipment (153,488) (30,241)
Net (increase) decrease in other assets (7,893) (9,267)
----------- ---------
Net cash provided by (used in) investing activities (161,381) (39,508)
FINANCING ACTIVITIES
Repayment of long-term debt (199,684) (252,759)
----------- ---------
Net cash provided by (used in) financing activities (199,684) (252,759)
NET (DECREASE) INCREASE IN CASH AND ($ 612,631) $ 5,700
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,178,779 601,744
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 566,148 $ 607,444
=========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid 104,525 160,013
Income taxes paid 0 1,090
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
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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 Company and three of its affiliates, 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.
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 canceled. The shares of new common stock were
distributed as follows:
(i) 510,000 shares were issued to holders of allowed general
unsecured claims;
(ii) 290,000 shares were issued to members of the Company's
management, in exchange for an equity investment of $290,000
in the reorganized company;
(iii) 100,000 shares were issued to the members of the Company's
management as compensation; and
(iv) 98,976 shares were issued to shareholders of record on
December 20, 1994.
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Of the 510,000 shares to be issued to holders of allowed
general unsecured claims, approximately 51,000 shares are
being held by the Company to satisfy remaining disputed claims
of unsecured creditors. As of the date of filing this
quarterly report, no shares remained in dispute, although some
resolved disputes still require paperwork which has not been
completed. The Company anticipates that a final distribution
of the remaining shares will be completed by December 31,
1996.
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.
8
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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.
In August 1996, the Company was awarded a major contract. The Commercial
Air Services- Military Operations Support (CAS-MOS) contract is a derivative of
the original government contract won by the Company in 1980 and operated until
September 1993. The new contract runs for one base year with four option years
which the government has, and starts October 1, 1996. Annual revenues from this
contract are anticipated to be $12 to $22 million; however, CAS-MOS replaces
$4.5 million in existing business from Sentel and Pax River. Therefore, the net
increase from this contract is estimated to be $7.5 to $17.5 million, or an
increase of 60% to 140% over fiscal year 1996 actual revenue, and is expected to
constitute a substantial portion of the Company's revenues. The Company does not
anticipate any significant problems in obtaining the resources necessary to
service this contract, although there can be no assurance thereof.
In February 1996, the Company was awarded a new contract to provide
Military Free Fall Flight Support (MFF) to the United States Army. This contract
runs for a base period which ended September 30, 1996 and four one year option
periods. The Army has exercised its first such option, for the contract to
continue through September 30, 1997. Total projected revenues are $7 million
over the five year period assuming all option periods are exercised. The MFF
contract is significant because it represents the Company's first contract
relating to Army training. There can be no assurance that the Government will
exercise its options on either the MFF or CAS-MOS contracts.
9
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RESULTS OF OPERATIONS
Revenues
Total revenues for the three months ended July 31, 1996 and 1995 were
$4,744,826 and $3,286,637, respectively. The 44% increase in revenue is the
result of a $1.3 million increase in repair station revenues primarily related
to aircraft modifications for a customer which was completed during the quarter.
In addition, flight operations were up 9%, continuing the upward trend from the
prior year of increased utilization of aircraft.
Cost of Services
Cost of services for the three months ended July 31, 1996 and 1995 were
$3,468,100 and $2,350,866, respectively. The 48% increase in cost of services is
a result of increased operating costs due to the aircraft modification work, as
well as an increase in flight operating costs resulting from the start-up of the
MFF contract (work began in June), and lower margins on two of the contracts
being replaced by the new CAS-MOS contract.
Depreciation and Amortization
Depreciation and amortization for the three months ended July 31, 1996 and
1995 were $145,374 and $205,460, respectively. The decrease reflects the sale
and subsequent leaseback of three aircraft in April 1996.
General Corporate and Administrative
General corporate and administrative expenses for the three months ended
July 31, 1996 and 1995 were $494,437 and $495,321, respectively. The relative
stability of these expenses indicates the Company's success during this quarter
in containing overhead costs in spite of increasing revenues.
Interest
Interest expense for the three months ended July 31, 1996 and 1995 was
$95,949 and $161,617, respectively. The 41% decrease is a result of the
reduction in debt from the elimination of the Company's indebtedness to Michigan
National Bank in April 1996.
Net Income (Loss)
As a result of the foregoing, the Company's net income for the three
months ended July 31, 1996 was $540,966, or $.54 per share of the Company's
common stock, compared to $72,283, or $.07 per share for the three months ended
July 31, 1995. The weighted average number of shares used in computing per share
earnings for the three months ended July 31, 1996 and 1995 was 998,976.
10
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Liquidity and Capital Resources
The Company has funded its operations primarily through cash flows from
operations and bank indebtedness and a sale-leaseback of certain aircraft
effected in April 1996. The Company's operating activities used cash of $251,566
for the three months ended July 31, 1996, while providing $297,967 in the
comparable prior year period. An increase in accounts receivable of $700,000 is
a result of the increased sales volume. Prepaid expenses also increased by
$400,000 primarily due to the $200,000 in deposits on the MFF contract.
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, was refinanced in April 1996.
The facilities are in excess of current Company needs and management has
attempted, without success, to sell or sublease a 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.
11
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and
directors, neither the Company nor any of its officers and directors
are party to any legal proceeding or litigation. The officers and
directors know of no such litigation being threatened or
contemplated.
Item 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. (a) Exhibits.
Exhibit Number and Description
27.1 Financial Data Schedule
(b) Reports on Form 8-K. None.
12
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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: October 2, 1996 THE FLIGHT INTERNATIONAL GROUP,
INC.
By:DAVID E. SANDLIN
-------------------------------
David E. Sandlin
Principal Executive Officer
By:WAYNE M. RICHMON
-------------------------------
Wayne M. Richmon
Principal Financial Officer
13
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 566,148
<SECURITIES> 0
<RECEIVABLES> 2,123,356
<ALLOWANCES> 38,904
<INVENTORY> 1,708,280
<CURRENT-ASSETS> 5,549,581
<PP&E> 5,446,693
<DEPRECIATION> 905,921
<TOTAL-ASSETS> 10,129,362
<CURRENT-LIABILITIES> 3,149,564
<BONDS> 0
0
0
<COMMON> 9,990
<OTHER-SE> 1,523,826
<TOTAL-LIABILITY-AND-EQUITY> 10,129,362
<SALES> 4,744,826
<TOTAL-REVENUES> 4,744,826
<CGS> 3,468,100
<TOTAL-COSTS> 4,107,911
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95,949
<INCOME-PRETAX> 540,966
<INCOME-TAX> 0
<INCOME-CONTINUING> 540,966
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 540,966
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0
</TABLE>
