<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, 1997
[ ] 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)
(757) 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 September 10, 1997,
there were 1,013,976 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, 1997 (unaudited) and April 30, 1997 (the Company's
most recent fiscal year), unaudited condensed consolidated statements of
operations for the three months ended July 31, 1997 and 1996, and unaudited
condensed consolidated statements of cash flows for the three months ended July
31, 1997 and 1996, 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, 1997.
2
<PAGE> 3
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
July 31, 1997 April 30, 1997
(Unaudited)
------------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 112,152 $ 231,111
Accounts Receivable, net 2,847,361 2,230,370
Inventories 1,904,991 1,790,890
Prepaid expenses, deposits and other 1,745,066 1,416,076
----------- ----------
Total current assets 6,609,570 5,668,447
PROPERTY AND EQUIPMENT, NET 4,267,365 4,266,598
OTHER ASSETS 28,323 28,323
----------- ----------
$10,905,258 $9,963,368
=========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE> 4
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
July 31, 1997 April 30, 1997
(Unaudited)
------------- --------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 550,626 $ 326,406
Deferred revenue 840,827 769,547
Accrued expenses and other liabilities 1,895,541 1,775,972
Notes Payable 240,886 --
Long-term debt due currently 650,291 640,351
------------ -----------
Total current liabilities 4,178,171 3,512,276
OTHER NON-CURRENT LIABILITIES 454,264 400,543
DEFERRED REVENUE 980,964 1,090,191
LONG-TERM DEBT, LESS CURRENT MATURITIES 3,109,324 3,282,068
------------ -----------
Total liabilities 8,722,723 8,285,078
------------ -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 10,000,000 shares
authorized, 1,013,976 issued and outstanding 10,140 10,140
Additional paid in capital 1,009,386 1,009,386
Treasury stock (1,769) (1,769)
Retained Earnings 1,164,778 660,533
------------ -----------
Total stockholders' equity 2,182,535 1,678,290
$ 10,905,258 $ 9,963,368
============ ===========
</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
July 31, 1997 July 31, 1996
-----------------------------------
<S> <C> <C>
REVENUES $6,178,852 $4,744,826
OPERATING COSTS AND EXPENSES
Costs of services 4,911,601 3,486,267
Gain on disposal of assets (18,167) (18,167)
Depreciation and amortization 139,881 145,374
General, corporate and administrative 534,408 494,437
--------------------------------
Total operating costs and expenses 5,567,723 4,107,911
INCOME (LOSS) BEFORE OTHER (INCOME) 611,129 636,915
EXPENSES
OTHER (INCOME) EXPENSES
Interest expense 95,107 95,949
Income tax 11,777 0
--------------------------------
Total other expenses 106,884 95,949
NET INCOME (LOSS) $ 504,245 $ 540,966
================================
NET INCOME (LOSS) PER COMMON SHARE $ 0.50 $ 0.54
================================
WEIGHTED AVERAGE NUMBER OF SHARES 1,013,976 998,976
================================
</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 Three Months Ended
July 31, 1997 July 31, 1996
----------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 504,245 $ 540,966
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities
Depreciation and amortization 139,881 145,374
Engine reserve 53,721 29,992
Changes in operating assets and liabilities
Accounts receivable (616,991) (703,649)
Inventories (114,101) 21,223
Prepaid expenses (328,990) (403,716)
Accounts payable 224,220 234,054
Accrued expenses and other liabilities 65,848 (43,808)
Other non-current liabilities 53,721 0
Deferred revenue (37,947) (72,002)
------------------------------------
Net cash provided by (used in) operating activities (56,393) (251,566)
INVESTING ACTIVITIES
Sale (Purchase) of property and equipment (140,648) (153,488)
Net (increase) decrease in other assets 0 (7,893)
------------------------------------
Net cash provided by (used in) investing activities (140,648) (161,381)
FINANCING ACTIVITIES
Short Term Borrowing 240,886 0
Issue of Common Stock 0 0
Repayment of long-term debt (162,804) (199,684)
------------------------------------
Net cash provided by (used in) financing activities 78,082 (199,684)
NET (DECREASE) INCREASE IN CASH AND (118,959) (612,631)
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 231,111 1,178,779
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 112,152 $ 566,148
====================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid 96,634 104,525
Income taxes paid 11,777 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") and
FAA licensed repair station 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. NOTES PAYABLE
On October 16, 1996, the Company entered into a Factoring Agreement
(the "Heller Agreement") with Heller Small Business Finance, a division of
Heller Financial, Inc. ("Heller"). The Heller Agreement granted Heller an
assignment of the CAS-MOS contract (see Item 2) accounts receivable and proceeds
thereon as collateral for a line of credit which is expected not to exceed
$2,000,000. The term of the Heller Agreement is two years, with an option for
the Company to terminate the Heller Agreement after one year, if the Company is
able to obtain traditional bank financing. Heller charges a discount fee of .8%
of the invoice amount purchased and an interest rate of prime plus 1% until the
invoice is paid. The Heller Agreement includes a minimum fee to Heller,
inclusive of all interest charges, of $60,000 per annum. The July 31, 1997
balance due Heller of $240,886 is shown on the balance sheet as a Notes Payable
under Current Liabilities.
3. 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.
7
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BACKGROUND AND GENERAL INFORMATION
The Flight International Group, Inc. (the "Company") is an aviation
services company performing military training services using modified commercial
aircraft, principally under contract with the Unites States Department of
Defense and other government agencies and foreign countries. In addition, with
the use of these aircraft, the Company has established a market for training and
testing in the aerospace industry. The Company also operates a fixed base
operation and FAA licensed repair station at the Newport News/Williamsburg
International Airport.
The Company and several of its affiliates emerged from bankruptcy
protection in December 1994. In its first two full fiscal years since emerging
from bankruptcy, and in the period subsequent thereto, the Company has increased
revenue, obtained a major long-term contract described in the next paragraph and
has generated positive net income (after extraordinary item in 1996) for the
years ended April 30, 1997 and 1996 and for the quarter ended July 31, 1997.
In August 1996, the Company was awarded a major new 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 began on October 1, 1996 and
runs for one base year with four option years. The Navy has notified the Company
of its intent to exercise the first option year of the contract (Oct. 1, 1997 -
Sept. 30, 1998). Total revenue recognized from the CAS-MOS contract for the
quarter ended July 31, 1997 was approximately $3.8 million.
RESULTS OF OPERATIONS
Revenue
Total revenues for the three months ended July 31, 1997 and 1996 were
$6,178,852 and $4,744,826 respectively. The 30% increase in revenue is primarily
due to a dramatic increase in flight operations from the new CAS-MOS contract
with additional NATO flying offset by a drop in maintenance revenues due to a
large one-time aircraft modification order in the prior year.
Cost of Services
Cost of services for the three months ended July 31, 1997 and 1996 were
$4,911,601 and $3,486,267 respectively. The 41% increase in cost of services is
a result increase in flight operations from the new CAS-MOS contract offset by a
drop in maintenance revenues due to a large one-time aircraft modification order
in the prior year.
8
<PAGE> 9
Depreciation and Amortization
Depreciation and amortization for the three months ended July 31, 1997
and 1996 were $139,881 and $145,374 respectively.
General Corporate and Administrative
General corporate and administrative expenses for the three months
ended July 31, 1997 and 1996 were $534,408 and $494,437 respectively. The 8%
increase is a result of certain facility expenses incurred due to a higher level
of operations and certain executive and marketing expenses incurred to secure
expanded business opportunities.
Interest
Interest expense for the three months ended July 31, 1997 and 1996 was
$95,107 and $95,949 respectively.
Net Income
As a result of the foregoing, the Company's net income for the three
months ended July 31, 1997 was $504,245, or $.50 per share of the Company's
common stock, compared to $540,966, or $.54 per share for the three months ended
July 31, 1996. The weighted average number of shares used in computing per share
earnings for three months ended July 31, 1997 and 1996 was 1,013,976 and 998,976
respectively.
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 $56,393
for the three months ended July 31, 1997 while using $251,566 in the comparable
prior year period. An increase in accounts receivable of $600,000 is a result of
the increased sales volume. Prepaid expenses also increased by $300,000
primarily due to an increase in pre-paid insurance and advance fuel purchases.
On October 16, 1996, the Company entered into a Factoring Agreement
(the "Heller Agreement") with Heller Small Business Finance, a division of
Heller Financial, Inc. ("Heller"). The Heller Agreement granted Heller an
assignment of the CAS-MOS contract accounts receivable and proceeds thereon as
collateral for a line of credit which is expected not to exceed $2,000,000. The
term of the Heller Agreement is two years, with an option for the Company to
terminate the Heller Agreement after one year, if the Company is able to obtain
traditional bank financing. Heller charges a discount fee of .8% of the invoice
amount purchased and an interest rate of prime plus 1% until the invoice is
paid. The Heller Agreement includes a minimum fee to Heller, inclusive of all
interest charges, of $60,000 per annum.
9
<PAGE> 10
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.
10
<PAGE> 11
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.
11
<PAGE> 12
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: September 11, 1997 THE FLIGHT INTERNATIONAL GROUP,
INC.
By: /s/ David E. Sandlin
-------------------------------------
David E. Sandlin
Principal Executive Officer
By: /s/ Wayne M. Richmon
-------------------------------------
Wayne M. Richmon
Principal Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
27.1 Financial Data Schedule
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUL-31-1997
<CASH> $112,152
<SECURITIES> 0
<RECEIVABLES> 3,006,998
<ALLOWANCES> 159,637
<INVENTORY> 1,904,991
<CURRENT-ASSETS> 6,609,570
<PP&E> 5,661,984
<DEPRECIATION> 1,394,619
<TOTAL-ASSETS> 10,905,258
<CURRENT-LIABILITIES> 4,178,171
<BONDS> 0
0
0
<COMMON> 10,140
<OTHER-SE> 2,172,395
<TOTAL-LIABILITY-AND-EQUITY> 10,905,258
<SALES> 6,178,852
<TOTAL-REVENUES> 6,178,852
<CGS> 4,911,601
<TOTAL-COSTS> 5,567,723
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95,107
<INCOME-PRETAX> 516,022
<INCOME-TAX> 11,777
<INCOME-CONTINUING> 504,245
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 504,245
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0
</TABLE>
