<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 October 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 October 31, 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. CONDENSED FINANCIAL STATEMENTS
The Flight International Group, Inc. (the "Company") files herewith
condensed consolidated balance sheets of the Company and its subsidiaries as of
October 31, 1997 (unaudited) and April 30, 1997 (the Company's most recent
fiscal year), unaudited condensed consolidated statements of operations for the
three months and six months ended October 31, 1997 and 1996, and unaudited
condensed consolidated statements of cash flows for the six months ended October
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 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, 1997.
2
<PAGE> 3
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
October 31, 1997 April 30, 1997
(Unaudited)
---------------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 182,983 $ 231,111
Accounts Receivable, net 3,601,479 2,230,370
Inventories 1,889,004 1,790,890
Prepaid expenses, deposits and other 1,796,342 1,416,076
----------- -----------
Total current assets 7,469,808 5,668,447
PROPERTY AND EQUIPMENT, NET 4,151,521 4,266,598
OTHER ASSETS 27,293 28,323
----------- -----------
$11,648,622 $ 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>
October 31, 1997 April 30, 1997
(Unaudited)
---------------- --------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 651,913 $ 326,406
Deferred revenue 929,384 769,547
Accrued expenses and other liabilities 1,737,896 1,775,972
Notes Payable 847,890 --
Long-term debt due currently 663,850 640,351
------------ ------------
Total current liabilities 4,830,933 3,512,276
OTHER NON-CURRENT LIABILITIES 606,869 400,543
DEFERRED REVENUE 957,911 1,090,191
LONG-TERM DEBT, LESS CURRENT MATURITIES 2,923,213 3,282,068
------------ ------------
Total liabilities 9,318,926 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 1,311,939 660,533
------------ ------------
Total stockholders' equity 2,329,696 1,678,290
$ 11,648,622 $ 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 For the Six Months Ended
October 31, 1997 October 31, 1996 October 31, 1997 October 31, 1996
------------------------------------ ------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 5,501,299 $ 4,321,631 $ 11,680,151 $ 9,066,457
OPERATING COSTS AND EXPENSES
Costs of services 4,593,121 3,408,174 9,504,722 6,894,441
Gain on disposal of assets (18,167) (18,167) (36,334) (36,334)
Depreciation and amortization 138,541 155,410 278,422 300,784
General, corporate and administrative 556,287 486,261 1,090,695 980,699
-------------------------------- --------------------------------
Total operating costs and expenses 5,269,782 4,031,678 10,837,505 8,139,590
INCOME BEFORE OTHER 231,517 289,953 842,646 926,867
EXPENSES
OTHER EXPENSES
Interest expense 81,208 98,838 176,315 194,787
Income tax 3,148 267 14,925 267
-------------------------------- --------------------------------
Total other expenses 84,356 99,105 191,240 195,054
NET INCOME $ 147,161 $ 190,848 $ 651,406 $ 731,813
================================ ================================
NET INCOME PER COMMON SHARE $ 0.15 $ 0.19 $ 0.64 $ 0.73
================================ ================================
WEIGHTED AVERAGE NUMBER OF SHARES 1,013,976 998,976 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 Six Months Ended
October 31, 1997 October 31, 1996
------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 651,406 $ 731,813
Adjustments to reconcile net income
to net cash provided by (used in) operating
activities
Depreciation and amortization 278,422 300,784
Engine reserve 206,326 93,763
Changes in operating assets and liabilities
Accounts receivable (1,371,109) (1,718,090)
Inventories (98,114) (280,605)
Prepaid expenses (380,266) (294,279)
Accounts payable 325,507 504,397
Accrued expenses and other liabilities (244,402) 277,970
Other non-current liabilities 206,326 0
Deferred revenue 27,557 (142,722)
------------------------------
Net cash provided by (used in) operating activities (398,347) (526,969)
INVESTING ACTIVITIES
Sale (Purchase) of property and equipment (163,345) (232,403)
Net (increase) decrease in other assets 1,030 (5,850)
------------------------------
Net cash provided by (used in) investing activities (162,315) (238,253)
FINANCING ACTIVITIES
Short Term Borrowing 847,890 261,849
Issue of Common Stock 0 0
Repayment of long-term debt (335,356) (355,765)
------------------------------
Net cash provided by (used in) financing activities 512,534 (93,916)
NET (DECREASE) INCREASE IN CASH AND (48,128) (859,138)
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 231,111 1,178,779
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 182,983 $ 319,641
==============================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid 155,266 191,723
Income taxes paid 3,148 267
</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
period.
2. NOTES PAYABLE
On October 16, 1996, the Company entered into a Factoring Agreement (the
"Agreement") with Heller Small Business Finance, a division of Heller Financial,
Inc. ("Heller"). The 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
Agreement is two years, with an option for the Company to terminate the
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 October 31, 1997 balance due Heller of $847,890 is
shown on the balance sheet as a Notes Payable under Current Liabilities.
On August 28, 1997, Heller exited the small business factoring market
and sold, transferred and assigned the Agreement to Metro Factors, Inc.
("Metro"). All terms and conditions under the Agreement remained the same until
October 1, 1997, when Metro and the Company agreed to amend the terms. The
discount fee was lowered to .4% for funding periods of 1-30 days, with an
additional .1% for each 15 day period thereafter. The minimum fee is reduced to
$12,000 per annum. The term of the Agreement remains the same and the Company
still has a right to exit early, if it is able to obtain traditional bank
financing.
3. INCOME TAXES
The Company has substantial net operating loss carry forwards available
to offset against current income. However, the Company shall be responsible for
certain taxes payable as a result of
7
<PAGE> 8
the alternative minimum tax, and has made provisions for such taxes.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BACKGROUND AND GENERAL INFORMATION
The Company is an aviation services company that performs military
training services using modified commercial aircraft, principally under contract
with the United 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 ("FBO") 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 six months ended October 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 exercised 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 October 31, 1997 was
approximately $3.1 million.
RESULTS OF OPERATIONS
Revenue
Total revenues for the three months ended October 31, 1997 and 1996 were
$5,501,299 and $4,321,631, respectively. The 27% increase in revenue is
primarily due to an increase in flight operations from the new CAS-MOS contract,
with additional NATO flying. Maintenance and FBO revenues also increased by 9%
and 10%, respectively.
Revenue increased 29% for the six months ended October 31, 1997, due
principally to the CAS-MOS contract and increased NATO flying. Maintenance
operations, which accounted for 8% of total Company revenues, dropped 52% from
the prior year due to customer aircraft modifications completed in the first
quarter of the fiscal year ended April 30, 1997. FBO revenue, which accounted
for 8% of total revenue, increased by 13% for the six month period.
8
<PAGE> 9
Cost of Services
Cost of services for the three months ended October 31, 1997 and 1996
were $4,593,121 and $3,408,174, respectively. For the six months ended October
31, 1997 and 1996, the cost of services was $9,504,722 and $6,894,441,
respectively. The 35% increase for the three months and the 38% increase for the
six months are principally due to the increased revenue as mentioned above.
General Corporate and Administrative
General corporate and administrative expenses for the three months ended
October 31, 1997 and 1996 were $556,287 and $486,261, respectively. For the six
months ended October 31, 1997 and 1996, general corporate and administrative
expenses were $1,090,695 and $980,699, respectively. The 14% increase in the
three month and 11% increase in the six month periods are principally due to
increased staffing needed to handle the increased revenues. Marketing expenses
also increased by 46% as a result of increased activity in that area.
Interest
Interest expense for the three months ended October 31, 1997 and 1996
was $81,208 and $98,838, respectively. For the six months ended October 31, 1997
and 1996, interest expense was $176,315 and $194,787, respectively. The 18% and
10% decreases in interest expense for the three month and six month periods
ended October 31, 1997 over the comparable prior year periods is principally due
to the scheduled pay off of long term debt.
Net Income
As a result of the foregoing, the Company's income for the three months
ended October 31, 1997 was $147,161, or $.15 per share of the Company's common
stock, compared with net income of $190,848, or $.19 per share for the three
months ended October 31, 1996. For the six months ended October 1997, the
Company's net income was $651,406, or $.64 per share, compared to $731,813, or
$.73 per share for the six months ended October 31, 1996. The weighted average
number of shares used in computing per share earnings for all periods was
1,013,976 for the fiscal year ended April 30, 1998 and 998,976 for the fiscal
year ended April 30, 1997.
Liquidity and Capital Resources
The Company has funded its operations primarily through cash flows from
operations and short term borrowing from the factoring agreement discussed
below. The Company's operating activities, primarily affected by the increase in
accounts receivable, used cash of $398,347 for the six months ended October 31,
1997, while using $526,969 in the comparable prior year period. The increase in
accounts receivable is a result of the increased sales volume and timing of
certain flight contracts. Prepaid expenses also increased by $300,000 primarily
due to an increase in pre-paid insurance and advance fuel purchases.
9
<PAGE> 10
On October 16, 1996, the Company entered into a Factoring Agreement (the
"Agreement") with Heller Small Business Finance, a division of Heller Financial,
Inc. ("Heller"). The 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 Agreement is
two years, with an option for the Company to terminate the 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 Agreement included a
minimum fee to Heller, inclusive of all interest charges, of $60,000 per annum.
The October 31, 1997 balance due Heller of $847,890 is shown on the balance
sheet as a Notes Payable under Current Liabilities.
On August 28, 1997, Heller exited the small business factoring market
and sold, transferred and assigned the Agreement to Metro Factors, Inc.
("Metro"). All terms and conditions under the Agreement remained the same until
October 1, 1997, when Metro and the Company agreed to amend the terms. The
discount fee was lowered to .4% for funding periods of 1-30 days, with an
additional .1% for each 15 day period thereafter. The minimum fee was reduced to
$12,000 per annum. The term of the Agreement remains the same and the Company
still has a right to terminate the Agreement prior to its expiration, if it is
able to obtain traditional bank financing.
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.
(a) The Annual Shareholders Meeting of the Company was held on
October 21, 1997.
(b) The following directors were elected or their term of office as
a director continued after the meeting:
David E. Sandlin, Wayne M. Richmon, John R. Bone, C.
Lofton Fouts, James N. Lingan and Vice Admiral Richard
M. Dunleavy
(c) The following is a brief description of matters voted upon by
shareholders at the Annual Meeting and the results of the vote:
(i) Ratification of BDO Seidman as the Company's
Independent Auditors for the Fiscal Year Ended April 30, 1998:
Approved by majority vote of those shareholders present at the
meeting in person or by proxy.
(ii) Election of Directors: Approved by a majority vote of
those shareholders present at the meeting in person or by proxy.
Item 5. Other Information. None.
Item 6. (a) Exhibits.
Exhibit Number and Description
10.1 Amended Pages to CAS-MOS Contract (as listed in Exhibit 10(l)
to the Company's Annual Report on Form 10-KSB for the year ended April 30, 1997.
Certain information on these pages was excluded from previous filings because of
its acceptance by the Securities and Exchange Commission for confidential
treatment. Such information is no longer subject to such confidential
treatment.)
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: December 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
10.1 Amended Pages to CAS-MOS Contract (as listed in Exhibit 10(l) to the
Company's Annual Report on Form 10-KSB for the year ended April 30, 1997.
Certain information on these pages was excluded from previous filings because of
its acceptance by the Securities and Exchange Commission for confidential
treatment. Such information is no longer subject to such confidential
treatment.)
27.1 Financial Data Schedule
13
<PAGE> 1
Page 11 of 80 (Revised) Page of 144
Amendment 0001
Attachment (4)
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS
OPTION YEAR 1 - FY 98 (REVISED BY P00007)
PART A - INDEFINITE DELIVERY/INDEFINITE QUANTITY - EAST COAST
<TABLE>
<CAPTION>
CLIN Supplies/Services Qty Unit Unit Price Amount
---- ----------------- --- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
0101 PROP AIC, ASAC TRACK, FERRY UTILITY MISSIONS
0101AA Guaranteed Flight Hours 450 FH $1,003.62 $ 461,629.00
0101AB Level I Excess Flight Hours Est 100 FH $ 393.62 $ 39,362.00
0101AC Level II Excess Flight Hours Est 100 FH $ 393.62 $ 39,362.00
0102 JET AIC, TRACK, FERRY, UTILITY MISSIONS
0102AA Guaranteed Flight Hours ~ . 2,400 FH $1,260.62 $3,025,488.00
0102AB Level I Excess Flight Hours Est 600 FH $ 690.62 $ 414,372.00
0102AC Level II Excess Flight Hours Est 200 FH $ 690.62 $ 138,124.00
0103 JET AIC, TRACK, FERRY, UTILITY MISSIONS (LEAR 35 OR 36)
0103AA Guaranteed Flight Hours 190 FH $2,414.62 $ 458,777.80
0103AB Level I Excess Flight Hours Est 400 FH $ 683.62 $ 273,448.00
0103AC Level II Excess Flight Hours Est 450 FH $ 683.62 $ 307,629.00
0103AD Level III Excess Flight Hours Est 450 FH $ 683.62 $ 307,629.00
0104 TOW MISSIONS BASIC (LEAR 35 or 36)
0104AA Guaranteed Flight Hours 500 FH $3,136.62 $1,588,310.00
0104AB Level I Excess Flight Hours Est 200 FH $ 949.62 $ 189,924.00
0104AC Level II Excess Flight Hours Est 100 FH $ 785.62 $ 78,562.00
0105 TOW MISSIONS BASIC - GFE TARGETS/BANNERS (LR 35 OR 36)
0105AA Guaranteed Flight Hours 50 FH $2,117.62 $ 105,881.00
0105AB Level I Excess Flight Hours Est 100 FH $ 855.62 $ 85,562.00
0105AC Level II Excess Flight Hours Est 50 FH $ 855.62 $ 42,781.00
0106 TOW MISSIONS SPECIAL (LEAR 35 OR 36)
0106AA Guaranteed Flight Hours 40 FH $2,617.62 $ 104,704.80
0106AB Level I Excess Flight Hours Est 150 FH $ 918.62 $ 137,793.00
0106AC Level II Excess Flight Hours Est 50 FH $ 918.62 $ 45,931.00
</TABLE>
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES SUPPLIES OR SERVICES AND PRICES/COSTS
Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this proposal.
<PAGE> 2
Page 12 of 80 (Revised) Page of 144
Amendment 0001
Attachment (4)
<TABLE>
<CAPTION>
CLIN Supplies/Services Qty Unit Unit Price Amount
- ---- ------------------ --- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
0107 EW MISSIONS (LEAR 35 OR 36)
0107AA Guaranteed Flight Hours 700 FH $1,808.62 $1,266,034.00
0107AB Level I Excess Flight Hours Est 450 FH $ 510.62 $ 229,779.00
0107AC Level II Excess Flight Hours Est 450 FH $ 460.62 $ 207,279.00
0107AD Level III Excess Flight Hours Est 450 FH $ 359.62 $ 161,829.00
0108 SPECIAL EW SYSTEMS MISSIONS - GFE INTERNAL EW
EQUIPMENT AND/OR EXTERNAL PODS (LEAR 35 OR 36)
0108AA Guaranteed Flight Hours 120 FH $2,815.62 $ 337,874.40
O108AB Level I Excess Flight Hours Est 300 FH $2,208.62 $ 662,586.00
0108AB Level II Excess Flight Hours Est 450 FH $ 705.62 $ 317,529.00
PART B - REQUIREMENTS - EAST COAST
<CAPTION>
CLIN Supplies/Services Est. Qty Unit Unit Price Amount
---- ----------------- -------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
0109 JET AID, TRACK, FERRY, UTILITY MISSIONS'
ROOSEVELT ROADS, PR 175 FH $1,498.62 $ 262,256.50
0110 JET AIC, TRACK, FERRY UTILITY MISSIONS JACKSONVILLE, FL 500 FH $ 992.62 $ 496,310.00
0111 JET.AIC, TRACK, FERRY, UTILITY MISSIONS ROOSEVELT
ROADS, PR (LEAR 35 OR 36) 250 FH $1,709.62 $ 427,405.00
0112 RESERVED
0113 JET FERRY, UTILITY MISSIONS - WITH EXTERNALLY
MOUNTED EQUIPMENT (LEAR 35 OR 36) 200 FH $1,054.62 $ 210,924.00
0114 TOW MISSIONS BASIC - ROOSEVELT ROADS, PR (LEAR 35 or 36) 130 FH $2,117.62 $ 275,290.60
0115 TOW MISSIONS BASIC - GFE TARGETS/BANNERS
Roosevelt Roads, PR (LEAR 35 OR 36) 50 FH $1,901.62 $ 95,081.00
0116 RESERVED
0117 EW MISSIONS - ROOSEVELT ROADS, PR (LEAR 35 OR 36) 250 FH $1,736.62 $ 434,155.00
0118 SPECIAL EW SYSTEMS MISSIONS - LEAR 36 TEST BED/
EW PLATFORM 475 FH $2,208.62 $1,049,094.50
PART C - COST REIMBURSABLE ITEMS - EAST COAST Qty Unit Est Unit Price Amount
<CAPTION>
CLIN Supplies/Services Est. Qty Unit Unit Price Amount
---- ----------------- -------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
O119 SPECIAL FERRY OF LEAR 36 TO HONOLULU, HI
FROM EAST COAST 1 Lot $124,800.00 $xxxxxxxx
0120 SPECIAL FERRY OF LEAR 36 TO ATSUKI, JAPAN
FROM EAST COAST 1 Lot $156,000.00 $xxxxxxxx
</TABLE>
Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this proposal.
<PAGE> 3
Page 13 of 80 (Revised) Page of 144
Amendment 0001
Attachment (4)
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
PART D - INDEFINITE DELIVERY/INDEFINITE QUANTITY - WEST COAST
<TABLE>
<CAPTION>
CLIN Supplies/Services Qty Unit Unit Price Amount
---- ----------------- ---- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
0121 JET AIC, TRACK, FERRY, UTILITY MISSIONS
0121AA Guaranteed Flight Hours 2,400 FH $1,260.62 $3,025,488.00
0121AB Level I Excess Flight Hours Est 450 FH $ 718.62 $ 323,379.00
0121AC Level II Excess Flight Hours Est 150 FH $ 718.62 $ 107,793.00
0122 TOW MISSIONS BASIC (LEAR 35 OR 36)
0122AA Guaranteed Flight Hours 300 FH $3,086.62 $ 925,986.00
0122AB Level I Excess Flight Hours Est 200 FH $ 912.62 $ 182,524.00
0122AC Level II Excess Flight Hours Est 150 FH $ 710.62 $ 106,593.00
0123 EW MISSIONS (LEAR 35 OR 36)
0123AA Guaranteed Flight Hours 650 FH $1,819.62 $1,182,753.00
0123AB Level I Excess Flight Hours Est 450 FH $ 510.62 $ 229,779.00
0123AC Level II Excess Flight Hours Est 450 FH $ 460.62 $ 207,279.00
</TABLE>
<TABLE>
<CAPTION>
PART E - COST REIMBURSABLE ITEMS - WEST COAST
CLIN Supplies/Services Est Qty Unit Estimated Price Amount
---- ----------------- ------- ---- --------------- ------
<S> <C> <C> <C> <C> <C>
0124 PROP ASAC, TRACK, UTILITY MISSIONS 1 LOT $ 280,800.00 $xxxxxxx
0125 JET AIC, TRACK, FERRY, UTILITY MISSIONS,
WHIDBEY ISLAND, WA 1 Lot $ 421,200.00 $xxxxxxx
0126 JET AIC, TRACK, FERRY, UTILITY MISSIONS (LR 35 OR 36) 1 Lot $ 748,800.00 $xxxxxxx
0127 JET FERRY, UTILITY - W/EXTERNAL EQUIP (LR 35 OR 36) 1 Lot $ 124,800.00 $xxxxxxx
0128 TOW MISSIONS - BASIC GFE BANNER (LEAR 35 OR 36) 1 Lot $ 717,800.00 $xxxxxxx
0129 TOW MISSIONS SPECIAL - TLX (LEAR 35 OR 36) 1 Lot $ 166,400.00 $xxxxxxx
0130 EW MISSIONS - GFE/CFE PODS (LEAR 35 OR 36) 1 Lot $ 873,800.00 $xxxxxxx
0131 SPECIAL EW SYSTEMS MISSIONS - GFE INTERNAL
EQUIPMENT AND/OR EXTERNAL PODS (LEAR 35 or 36) 1 Lot $ 353,800.00 $xxxxxxx
0132 SPECIAL EW SYSTEMS MISSIONS - LEAR 36 TEST BED/
EW PLATFORM 1 Lot $ 748,800.00 $xxxxxxx
0133 SPECIAL FERRY OF LEAR 36 TO HONOLULU, HI FROM WEST COAST 1 Lot $ 74,880.00 $xxxxxxx
0134 SPECIAL FERRY OF LEAR 36 TO ATSUKI, JAPAN FROM WEST COAST 1 Lot $ 149,760.00 $xxxxxxx
</TABLE>
<PAGE> 4
Page 14 of 80 (Revised) Page of 144
Amendment 0001
Attachment (4)
<TABLE>
<CAPTION>
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
PART F - COST REIMBURSABLE MIDPAC/WESTPAC
CLIN Supplies/Services Qty Unit Estimated Unit Price Amount
---- ----------------- --- ---- -------------------- ------
<S> <C> <C> <C> <C> <C>
MIDPAC
- ------
0135 JET AIC,TRACK, FERRY, UTILITY,TOW MISSIONS,
BASIC - GFE/CFE, EW MISSIONS (LEAR 36) 1 LOT $ 996,400.00 $xxxxxxx
0136 SPECIAL FERRY OF LEAR 36 TO ATSUKI, JAPAN
FROM HONOLULU, HI 1 LOT $ 97,344.00 $xxxxxxx
WESTPAC
0137 JET AIC,TRACK,FERRY,UTILITY,TOWMISSIONS,
BASIC - GFE/CFE EW MISSIONS (LEAR 36) 1 LOT $1,123,200.00 $xxxxxxx
PART G - REQUIREMENTS
<CAPTION>
CLIN Supplies/Services Est. Qty Unit Unit Price Amount
- ---- ----------------- -------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
0138 SPECIAL MISSION EQUIPMENT (SME)/EW OPERATOR 2,000 M/Hrs $62.00 $124,000.00
0139 SPECIAL REQUIREMENTS PILOTS, OTHER THAN FLYING 800 M/Hrs $62.00 $ 49,600.00
0140 GFE EQUIPMENT INSTALLERS/GFE MAINTENANCE PERSONNEL 5,000 M/Hrs $49.00 $245,000.00
PART H - COST REIMBURSABLE ITEMS
<CAPTION>
CLIN Supplies/Services Est. Qty Unit Unit Price Amount
- ---- ----------------- -------- ---- -------------- ------
<S> <C> <C> <C> <C> <C>
0141 TRAVEL/PER DIEM 1 LOT $312,000.00 $343,200.00
0142 MATERIAL 1 LOT $832,000.00 $915,200.00
0143 SITE ACTIVATION/DEACTIVATION - EAST/WEST COAST 1 LOT $ 7,280.00 $xxxxxxx
0144 SITE RELOCATION - EAST/WEST COAST 1 LOT S 4,160.00 $xxxxxxx
0145 SITE ACTIVATION - MIDPAC/WESTPAC 1 LOT $ 7,280.00 $xxxxxxx
0146 SITE RELOCATION - MIDPAC/WESTPAC 1 LOT $ 4,160.00 $xxxxxxx
0147 ADMINISTRATIVE /TECHNICAL DATA IN ACCORDANCE
WITH DD FORM 1423, EXHIBIT A 1 LOT NSP NSP
0148 ADDITIONAL SUPPORT AIRCRAFT
0148AA EAST COAST 1 LOT $ 416,000.00 $xxxxxxx
0148AB WEST COAST 1 LOT $ 416,000.00 $xxxxxxx
PART I - REQUIREMENTS - AIRCRAFT MODIFICATIONS
<CAPTION>
CLIN Supplies/Services Est. Qty Unit Unit Price Amount
- ---- ----------------- -------- ---- -------------- ------
<S> <C> <C> <C> <C> <C>
0149 AIRCRAFT MODIFICATIONS (SPECIAL EQUIPMENT) 1 EACH $0.00 $0.00
0149AA BELLY RADOME 1 EACH $0.00 $0.00
0149AB ANTICOLLISION LIGHT (SB 35/36 33-9) 1 EACH $0.00 $0.00
WESTPAC WING HARDPOINTS 1 EACH $0.00 $0.00
</TABLE>
Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this proposal.
<PAGE> 5
Page 15 of 80 (Revised) Page of 144
Amendment 0001
Attachment (4)
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
PART 1 REQUIREMENTS - AIRCRAFT MODIFICATIONS
<TABLE>
<CAPTION>
CLIN Supplies/Services Est Qty Unit Unit Price Amount
---- ----------------- ------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
0149 AIRCRAFT MODIFICATIONS (SPECIAL EQUIPMENT)
0149AA BELLY RADOME 1 EACH $ 0.00 $ 0.00
0149AB ANTI-COLLISON LIGHT (SB 35/36-33-9) 1 EACH $ 0.00 $ 0.00
0149AC WING HARDPOINTS 1 EACH $ 0.00 $ 0.00
0149AD EJECTOR RELEASE 1 EACH $ 0.00 $ 0.00
0149AE INVERTORS 1 EACH $ 0.00 $ 0.00
0149AF NOSE RADOME 1 EACH $ 0.00 $ 0.00
0149AG TAIL RADOME 1 EACH $ 0.00 $ 0.00
0149AH AN/APX-72 OR APX-100 PROVISIONS INCLUDING 2 GFE
ANTENNAS (JET AIRCRAFT) 1 EACH $ 3,450.00 $ 3,450.00
0149AJ AN/APX-72 OR APX-100 PROVISIONS INCLUDING 2 GFE
ANTENNAS (LEAR 30 SERIES AIRCRAFT) 1 EACH $ 3,450.00 $ 2,450.00
0149AK STORMSCOPE 1 EACH $13,800.00 $ 13,800.00
0149AL UPGRADE AIR CONDITIONING 1 EACH $ 0.00 $ 0.00
0149AM ADDITIONAL UHF TRANSCEIVER (225-400 MHZ) WITH GFE
CRYPTO CAPABILITY (JET AIRCRAFT) 1 EACH $ 5,750.00 $ 6,750.00
0149AN ADDITIONAL UHF TRANSCEIVER (225-400 MHZ) WITH GFE
CRYPTO CAPABILITY (LEAR 30 SERIES AIRCRAFT) 1 EACH $ 8,625.00 $ 6,625.00
TOTAL AMOUNT FOR ALL CLINS $22,252,347.60
</TABLE>
Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this proposal.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 182,983
<SECURITIES> 0
<RECEIVABLES> 3,776,116
<ALLOWANCES> 174,637
<INVENTORY> 1,889,004
<CURRENT-ASSETS> 7,469,808
<PP&E> 5,684,085
<DEPRECIATION> 1,532,564
<TOTAL-ASSETS> 11,648,622
<CURRENT-LIABILITIES> 4,830,933
<BONDS> 0
0
0
<COMMON> 10,140
<OTHER-SE> 2,319,556
<TOTAL-LIABILITY-AND-EQUITY> 11,648,622
<SALES> 11,680,151
<TOTAL-REVENUES> 11,680,151
<CGS> 9,504,722
<TOTAL-COSTS> 10,837,505
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 176,315
<INCOME-PRETAX> 666,331
<INCOME-TAX> 14,925
<INCOME-CONTINUING> 651,406
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 651,406
<EPS-PRIMARY> 0.64
<EPS-DILUTED> 0
</TABLE>
