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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended April 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number 2-87778A
THE FLIGHT INTERNATIONAL GROUP, INC.
(Name of small business issuer in its charter)
Georgia
(State or other jurisdiction or organization)
94-2802192
(I.R.S. employer identification number)
Newport News/Williamsburg International Airport
(Address of principal executive offices)
23602
(Zip Code)
(757) 886-5500
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
New Common Stock, par value $.01 per share
(Title of class)
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___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]
The issuer's revenues for the year ending April 30, 1997 were
$19,035,036. As of the date hereof, there is no public market for the issuer's
securities.
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
As of July 15, 1997, there were 1,013,976 shares of the issuer's New
Common Stock, par value $.01 per share, issued and outstanding.
Documents Incorporated by Reference: None
Transitional Small Business Disclosure Format [check one]:Yes ; No X
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PURPOSE OF AMENDMENT
The purpose of this Amendment No. 1 to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended April 30, 1997 is to correct certain
inadvertent omissions and conforming changes which were not included in the
original filing.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Introduction
The Flight International Group, Inc. (the "Company") was incorporated
in Georgia on May 7, 1982. The Company is an aviation services company
performing military training services using specially modified commercial
aircraft, principally under contract with the United States Department of
Defense, other government agencies and foreign countries, operating through its
direct and indirect subsidiaries described in the next paragraph. 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") at the Newport News/Williamsburg International
Airport ("NN/W Airport").
Flight International, Inc., a Georgia corporation ("FII"), Flight
International Aviation, Inc., a Georgia corporation ("FIA") and FI Sales and
Leasing, Inc., a Delaware corporation are wholly-owned subsidiaries of the
Company. Flight International of Florida Inc., a Florida corporation ("FIF") is
a wholly-owned subsidiary of FII. Flight International Aviation Training Center,
Inc., a Georgia corporation ("FIATC"), was a wholly-owned subsidiary of FIA. FIA
sold its shares of capital stock of FIATC, which operated a flight school at the
NN/W Airport, in August 1995.
The Company and several of its affiliates emerged from bankruptcy
protection in December 1994 (see "1994 Bankruptcy Proceedings," below). In its
first two full fiscal years since emerging from bankruptcy, and in the period
subsequent thereto, the Company has increased its revenue, obtained a major
long-term contract which management believes will materially increase the
Company's business in the years ahead (see "CAS-MOS Contract," below) and has
generated positive net income (after extraordinary item in 1996) for the years
ended April 30, 1997 and 1996.
Management believes that in the post-bankruptcy period it has taken
steps to rebuild its balance sheet, continue to develop contracts in its core
areas and as a result acquire more personnel and equipment, strengthening the
Company's ability to compete more effectively in its marketplaces. In addition,
the Company is reexamining all aspects of its current sources of revenue and its
current expenses to determine both the short-term and long-term benefits to be
derived from each such source in the context of the Company's overall strategy.
See "Flight Operations - Competition" below.
CAS-MOS Contract
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 began on October 1, 1996 and
runs for one base year with four option years. Annual revenues from this
contract are anticipated to be $12 to $22 million; however, CAS-MOS replaces
$4.5 million in existing business from existing contracts
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with 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. Total revenue recognized for the fiscal year ended April
30, 1997 was $7.3 million. There can be no assurance that the Government will
exercise its options on the CAS-MOS contract.
1994 Bankruptcy Proceedings
On February 4, 1994 (the "Petition Date"), the Company, FII, FIA and
FIF (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.
As part of the Plan, a new class of stock, New Common Stock, par value
$.01 per share ("New Common Stock") was created (with 1,000,000 shares
authorized, which amount was increased to 10,000,000 shares on December 10,
1996) and all previous classes of stock, including its Common Stock, par value
$.01 per share ("Old Common Stock") were canceled pursuant to an Amended and
Restated Certificate of Incorporation of the Company filed with the Secretary of
State of Georgia on December 13, 1994 (the "Amended Certificate of
Incorporation").
Shortly after the filing of the Amended Certificate of Incorporation,
pursuant to the Plan all shares of capital stock existing prior to the Petition
Date, including the Old Common Stock, were canceled and shares of New Common
Stock were issued or reserved for disputed claims. Certain preexisting secured
lenders' indebtedness also was restructured as part of the Plan.
The Company's consolidated operations are concentrated principally in
two business segments: flight operations and fixed base operations.
FLIGHT OPERATIONS
As of July 1, 1997, the Company operated 23 aircraft, including 14
Learjets, four Fairchild Metro IIIs, three Casas and two other prop aircraft.
These aircraft are used in the conduct of flight operations for the U.S.
Government and commercial customers. In addition, the Company owns and operates
electronic warfare equipment used in conjunction with its flight operations
contracts. The Company also maintains an inventory of spare aircraft parts used
in support of the Company's fleet as well as third party aircraft.
Contract Flight Services
The Company performs contract flight services for the United States
Department of Defense ("DOD"), other government agencies and commercial
customers. The Company utilizes specially modified business jets and propjets in
connection with the training of military aircrews, radar operators and weapons
controllers in the techniques of airborne target identification and intercept.
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Under the contracts with the DOD, the Company's aircraft simulate
aggressor aircraft, tow airborne targets for air-to-air and surface-to-air
missile and gunnery live firing exercises and use airborne electronic
countermeasures equipment and techniques to disrupt ship, aircraft and land
based communications and radar. Contracts with the DOD generally provide for
compensation based on flight hours of usage. Flight crews are required to hold
United States government security clearances in connection with certain
classified aspects of the services provided.
In addition to its contracts with the DOD, a small portion of the
Company's revenues from flight operations is generated from customers in the
aerospace industry, which use specially configured aircraft for training and
testing. Typically, customers utilize aircraft and flight crews in connection
with product development. Many of these services are provided pursuant to
purchase orders, rather than long-term contracts. A portion of the fleet of
aircraft is offered on an international basis for charter service.
Seasonality is a significant factor in contract flight operations
(historically representing a majority of the Company's revenues) which affects
revenue and cash flow. Revenues are lower during midsummer and early winter
months.
In addition to offering contract flight services, the Company offers
its aircraft and equipment for lease or rental to DOD and other government
customers. During the fiscal year ended April 30, 1997, this part of the
business remained strong, due principally to continuing the Company's contract
with the U.S. Navy/Naval Weapons Center in China Lake, California, to provide
Metro III aircraft necessary to accomplish naval training. This portion of the
business, while strong, represents a smaller percentage of the Company's overall
revenues than in previous years, due principally to the revenues from the
CAS-MOS contract.
Government Contracts
United States Federal government contract awards are made through
sealed competitive bids, unless an exemption from full and open competition
under the Federal procurement laws is applicable. Under the regulations
governing sealed bidding, the qualified bidder with the lowest price and the
price related factors most advantageous to the government, is generally awarded
the contract.
Under negotiated procurements, other evaluation factors such as
experience, quality of technical approach and management capability, may weigh
more heavily than price in the selection process.
The Company's DOD contracts were awarded competitively pursuant to
procedures under the relevant Federal procurement laws or are annual contracts
having additional one year option periods that may be exercised by the DOD.
For each year of a contract, including the base year and any option
year that the government has elected to take, all contract revenues are
contingent upon the availability of adequate funding. For the fiscal year ended
April 30, 1997, revenue from contracts with the United States government
represented approximately 66% of the Company's total revenues.
Payments received under government contracts normally are based upon
flight hours at the price per
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flight hour established in the contract. Flight hours are measured from the time
aircraft and personnel depart for a predesignated location defined in the
contract to perform the assigned training or support mission, until the
completion of the mission and the return of the aircraft to the predetermined
station. Under most contracts it is necessary to attain a predetermined mission
success rate or other contract performance standard.
Minimum guaranteed contract payments under most contracts are based on
an established number of flight hours that the government is required to order
during each current year of the contract and during any subsequent contract year
for which the government affirmatively exercises an option. The Company's price
for "guaranteed" flight hours is fixed in the contract. The government may order
more flight hours than specified in the contract. Such "excess" hours are paid
for at an established contract price for excess hours.
For each contract year, the Company receives payment from the
government for the established number of guaranteed flight hours specified in
the contract at the applicable contract rate, regardless of whether or not the
government actually uses all such flight hours for the contract year. However,
payment to the Company for a shortfall, if any, between the number of hours
actually used by the government and the level specified in the contract will not
be received until the end of the contract year.
The Company's DOD contracts generally are firm, fixed-price contracts
under which the Company bears the risk that the prices paid by the government
will be sufficient to cover actual costs incurred in performing under the
contract, plus the amount of profit expected in pricing its bid or proposal. The
Company may, however, file claims for certain uncontrollable cost overruns such
as jet fuel cost increases.
The Defense Contract Audit Agency has the right to audit the Company's
books and records as a result of these contractual relationships. Because of the
fixed-price nature of the contracts, however, prices are not normally subject to
renegotiation or retroactive adjustment.
Competition
The markets in which the Company conducts flight operations are highly
competitive. Price usually is a significant factor considered in awarding
contracts. Many firms, ranging in size from companies having substantially
smaller operations than the Company to affiliates of major corporations having
substantially greater resources than the Company, compete directly with the
Company for contracts awarded by the United States Government and the other
flight operations customers and potential customers of the Company.
Competitive factors other than price which affect the award of flight
operations contracts include the number of employees (for example, certain
contracts are available only to businesses with fewer than 1,500 employees),
experience in the field of aviation services and adequacy of resources,
including maintenance personnel, aircrews, repair facilities and aircraft.
Management believes that many of the advantages the Company once had
over some of its competitors had diminished prior to, during and immediately
after the bankruptcy period due to the Company's deteriorating financial
condition, the requirement to substantially reduce its personnel, the
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transfer (due to a liquidation strategy) of certain strategic resources into the
hands of competing companies and the bankruptcy itself. These events, including
the loss of key contracts and resultant downsizing of key personnel, aircraft
and equipment had enabled the Company's competition to bid competitively on most
of the core business of the Company. The effort to rebuild the Company's status
in the industry has been an enormous challenge for management.
In the fiscal year ended April 30, 1997 and thereafter, however,
management believes it has made substantial inroads to reducing or even
eliminating these problems. The Company's renewed strength resulting from the
restructuring of its indebtedness, the obtaining of the CAS-MOS contract and
other significant events discussed herein have resulted in a greater ability to
compete in its marketplace, although competition remains strong.
Competition is an even greater factor in the commercial segment of the
flight operations market where barriers to entry are lower than in the
government sector. This is due in part to the fact that aircraft may not require
unique modifications in order to perform the desired services. In the commercial
market, the Company competes with numerous companies, some of which also compete
in the market for military contracts. Price also can be a significant factor
where, on occasion, competitors are single aircraft operators engaged in the
business on a part-time basis.
Financial condition and fiscal stability also are significant
competitive factors affecting the award of contracts in both the government and
commercial sectors of flight operations. The Company's results of operations
prior to, during and immediately following the bankruptcy had adversely affected
its ability to compete for certain contracts. Following two profitable years and
successful performance on contracts, management believes it has to a large
extent rebuilt confidence with the Company's customers and potential customers
in order to be a long-term player in the industry. See Item 6, "Management's
Discussion and Analysis or Plan of Operation."
FIXED BASE OPERATION
FIA operates a FBO at the NN/W Airport pursuant to an agreement with
the Peninsula Airport Commission which terminates in January 2004. The FBO
currently serves the line service and fuel requirements of Company aircraft in
support of the Company's flight operations. The Company also offers a full range
of aviation services customarily provided by such a facility to third parties.
These services include aircraft fueling, maintenance services (including
inspections and engine and airframe repairs), aircraft modifications, avionics
installation and replacement, charter, flight instruction, pilot services and
aircraft storage and hangaring.
The competitive market for FBO services may be local, regional or
national, depending upon the particular type of service considered. Competition
with respect to fuel and maintenance generally arises from other FBOs located at
the same airport or within the vicinity of such airport. The Company controls
substantially all the fueling business at the NN/W Airport. For major
maintenance, the Company's facilities compete with other facilities nationwide.
The availability of storage hangars for aircraft also is an important
competitive factor. Generally, pilots with aircraft hangared at a facility will
purchase fuel and a substantial portion of their maintenance
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and avionics requirements at that facility. The Company maintains three hangars
at its Newport News FBO which are used for its fleet of aircraft as well as
third-party aircraft. Management does not believe that revenues from its FBO are
seasonal or dependent on a single customer.
The FBO comprises approximately 39,000 square feet of hangar space and
43,000 square feet of maintenance and office space, of which approximately
10,000 square feet is occupied by the Company's headquarters.
REGULATION
The Company's business is subject to regulation by the U.S. Federal
Aviation Administration ("FAA") and the Department of Transportation ("DOT")
under the provisions of the Federal Aviation Act of 1958, as amended (the
"Aviation Act"). The DOT is responsible, inter alia, for evaluating and
determining the fitness of individuals and organizations to function as air
carriers and maintains jurisdiction over consolidations, mergers or acquisitions
of air carriers.
The FAA regulates aircraft and air carrier operations, including
personnel employed, equipment used, ground facilities, maintenance,
communications and other matters. More specifically, the FAA regulates the
operation of aircraft in commercial operations under Federal Aviation Regulation
Part 135 and repair facilities (repair stations), including those operated by
the FBO, under Federal Aviation Regulation Part 145.
The FAA has the authority to suspend or revoke the approval of air
carriers, commercial operators, repair stations and pilot schools or their
licensed personnel for failure to comply with any FAA regulation and can
"ground" aircraft if questions arise concerning their airworthiness. Management
believes the Company holds all operating, airworthiness and other FAA
certificates required for the conduct of its business, although these
certificates may be suspended or revoked for cause.
The FAA also has authority under the Noise Control Act of 1972, as
amended, to monitor and regulate aircraft engine noise. Management believes that
the aircraft operated by the Company are in compliance with regulations
promulgated by the FAA and that such aircraft also comply with standards for
aircraft exhaust regulations promulgated by the Environmental Protection Agency
pursuant to the Clean Air Act of 1979, as amended. In addition, the Company's
operations may be subject to local regulation with respect to noise control.
Such authorities and ordinances could restrict the Company's use of older
Learjets, which produce greater engine noise than newer models.
Because of the extensive use of radio and other communication
facilities in its aircraft operations, the Company is subject to the Federal
Communications Commission Act of 1934, as amended (the "FCC Act") and regulation
thereunder by the Federal Communications Commission ("FCC"). The Company
believes it is in compliance with all material requirements of the FCC Act and
the FCC.
The Company maintains a fuel storage area at its FBO and handles
materials which are subject to federal, state and local regulations. The Company
believes it is in compliance with all such regulations and does not currently
anticipate that maintaining compliance will have a material effect on the
capital expenditures, earnings or competitive position of the Company. The
Company believes the costs and effects
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of compliance with such regulations are minor.
Compliance with the regulatory requirements applicable to the Company's
business imposes material burdens on the Company, including license
requirements, maintenance, training, record keeping and reporting obligations
and limitations on the manner in which the Company may operate its aircraft.
Further, the cost of compliance with these requirements is significant.
Management believes, however, that the regulatory requirements applicable to the
Company generally are no more burdensome to the Company than to other businesses
operating in the aviation services industry.
EMPLOYEES
As of April 30, 1997, the Company had 130 employees, including 101
full-time employees. None of the Company's employees is covered by a collective
bargaining agreement.
PART II
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
YEAR ENDED APRIL 30, 1997 COMPARED TO THE YEAR ENDED APRIL 30, 1996
Revenues
For the year ended April 30, 1997, revenues totaled $19,035,036. This
represents an increase of 55% over the prior year. Company revenue is generated
from three sources. Flight operations of owned or leased aircraft accounts for
78% of total revenue, followed by the maintenance and repair facility at 14% and
the FBO at 8% of total revenue.
While flight operations and the maintenance and repair facility showed
substantial increases, the FBO revenue decreased, as displayed below (in
thousands):
<TABLE>
<CAPTION>
12 Months Ended 12 Months Ended
April 30, 1997 (000's) April 30, 1996 (000's) % Increase
---------------------- ---------------------- ----------
<S> <C> <C> <C>
Flight Operations $14,904 $8,947 67%
Maintenance Facility $ 2,671 $1,693 58%
Newport News FBO $ 1,460 $1,625 -10%
</TABLE>
The increase in flight operations is due to revenues resulting from the
CAS-MOS contract, which was in place for seven months during the fiscal year
ended April 30, 1997. Maintenance revenue was up due to the completion of
customer aircraft modifications during the first quarter. FBO revenues were down
due to decreased traffic through the NN/W Airport.
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Costs of Services
Costs of services include the direct operating expenses of aircraft
owned and leased by the Company. Types of expenses incurred include the
following: lease, fuel, insurance, maintenance, pilots and equipment. Also
included are the costs of operating the FBO at the NN/W Airport. The costs for
the aircraft repair facility are also included in costs of services.
For the year ending April 30, 1997 there was a 65% increase in costs
of services. The major factor contributing to the increase in costs of services
was expenses related to the CAS-MOS contract. The overall gross margin declined
to 20% from 24% in the prior year. The decline in gross margin is principally
due to the sale and leaseback of three aircraft in April 1996 (the
"Sale/Leaseback"). See also "Depreciation and "Amortization," below.
Depreciation and Amortization
Aircraft and engines are depreciated as follows: aircraft are
depreciated on a straight-line basis over 12 years. Engines are depreciated
based on hours flown down to a core value. In addition, a reserve is recorded to
cover the cost of major periodic inspections on engines. Electronic warfare
equipment is depreciated on a straight-line basis over five years. All other
property and equipment is depreciated over its estimated useful life or lease
term, if applicable.
Depreciation and amortization of $588,395 for the fiscal year ended
April 30, 1997 reflects a decrease of 29% compared to fiscal year 1996. This
decrease is the result of the Sale/Leaseback involving three planes with a total
cost basis of approximately $2,694,000 in April 1996.
General, Corporate and Administrative
General, corporate and administrative expenses consist principally of
facility costs associated with the three hangars and corporate headquarters
building, and labor costs associated with the administrative and sales staff.
General, corporate and administrative expenses aggregated $2,218,682 for the
year ended April 30, 1997, an increase of 22% over the prior twelve month
period. The increase is the result of an increase in support staff to offset the
sizable increase in direct costs. In addition, bad debt expense increased
substantially due to one commercial maintenance customer.
Interest Expense
Interest expense decreased to $376,558 from $561,284 for the prior
twelve month period, or 33%. The decrease in interest expense is principally due
to the Sale/Leaseback in April 1996 and the related payoff of approximately
$2,164,000 and $711,000 reduction in long term debt during the fiscal year ended
April 30, 1997. The decrease from the Sale/Leaseback is partially offset by
interest expense resulting from obligations pursuant to the Company's new
factoring arrangement (see "Liquidity and Capital Resources," below).
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Income Tax Expense
Income tax expense varies from statutory tax rates principally because
of the utilization of net operating loss carry forwards. For further discussion
see Note 6 to the Consolidated Financial Statements included herein.
Extraordinary Gain on Debt Extinguishment
In April 1996, the Company paid off at a discount certain indebtedness
to Michigan National Bank in a transaction described in more detail herein (see
Item 12, "Certain Relationships and Related Transactions"). As a result of that
transaction, an extraordinary gain of $313,793 was recorded to reflect the
forgiveness of that portion of the indebtedness.
Net Income
The consolidated net profit for the year ended April 30, 1997 was
$664,890, a profit of $.66 per share compared to a net profit of $115,295, or
$.11 per share, for the year ended April 30, 1996. The weighted average number
of shares was 1,003,976 and 998,976, respectively.
YEAR ENDED APRIL 30, 1996 COMPARED TO FOUR MONTHS ENDED APRIL 30, 1995 AND THE
EIGHT MONTHS ENDED DECEMBER 31, 1994
Revenues
For the year ended April 30, 1996, revenues totaled $12,265,000. This
represents an increase of 12% over the prior year. Company revenue is generated
from three sources. Flight operations of owned or leased aircraft accounts for
73% of total revenue, the maintenance facility at 14% and the Newport News FBO
at 13% of total revenue.
All three sources of revenue showed increases as displayed below (in
thousands):
<TABLE>
<CAPTION>
12 Months Ended 12 Months Ended
April 30, 1996 April 30, 1995 % Increase
-------------- -------------- ----------
<S> <C> <C> <C>
Flight Operations $8,947 $7,594 18
Maintenance Facility 1,693 1,495 13
Newport News FBO 1,625 1,529 6
</TABLE>
The 18% increase in flight operations is as a result of having a full
year of operations on the China Lake contract as opposed to seven months in
fiscal year 1995.
Costs of Services
Costs of services include the direct operating expenses of aircraft
owned and leased by the Company. Types of expenses incurred include the
following: lease, fuel, insurance, maintenance, pilots and equipment.
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Also included are the costs of operating the FBO at the NN/W Airport. The costs
for the aircraft repair facility are also included in costs of services.
For the year ending April 30, 1996 there was a 1.9% decrease in costs
of services. Major factors contributing to the decrease in costs of services
were the FBO, which decreased costs by 25% and by sale of the flight school. The
maintenance facility and flight operations also had improved gross margins. The
decrease in costs of service, combined with the 12% increase in revenue, is
reflected in improved gross margins across the board. The overall gross margin
improved to 24% from 13% in the prior year.
Depreciation and Amortization
Aircraft and engines are depreciated as follows: aircraft are
depreciated on a straight-line basis over 12 years. Engines are depreciated
based on hours flown down to a core value. In addition, a reserve is recorded to
cover the cost of major periodic inspections on engines. Electronic warfare
equipment is depreciated on a straight-line basis over five years. All other
property and equipment is depreciated over its estimated useful life or lease
term, if applicable. Increase in depreciation is a result of a relatively stable
level of aircraft and facilities and an increased utilization rate.
Depreciation and amortization of $828,425 for the fiscal year ended
April 30, 1996 reflects an increase of 4% compared to fiscal year 1995. This
increase is the result of the moderate increased utilization of aircraft.
General, Corporate and Administrative
General, corporate and administrative expenses consist principally of
facility costs associated with the three hangars and corporate headquarters
building, and labor costs associated with the administrative and sales staff.
General, corporate and administrative expenses aggregated $1,812,130 for the
year ended April 30, 1996, a decrease of 13% over the prior twelve month period.
This decrease is a result of a reduction in professional fees and the departure
of an executive of the Company, partially offset by an increase in marketing
expenses.
Interest Expense
Interest expense increased to $561,284 from $409,735 for the prior
twelve month period, or 37%. This increase in primarily due to the fact that
interest on unsecured and undersecured indebtedness did not begin accruing until
the confirmation date of the Plan in December 1994.
Income Tax Expense
Income tax expense varies from statutory tax rates principally because
of the utilization of net operating loss carry forwards. For further discussion
see Note 6 to the Consolidated Financial Statements included herein.
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Extraordinary Gain on Debt Extinguishment
In April 1996, the Company paid off at a discount certain indebtedness
to Michigan National Bank in a transaction described in more detail herein (see
Item 12, "Certain Relationships and Related Transactions"). As a result of that
transaction, an extraordinary gain of $313,793 was recorded to reflect the
forgiveness of that portion of the indebtedness.
Net Income (Profit)
The consolidated net profit for the year ended April 30, 1996 was
$115,295, a profit of $.11 per share (includes an extraordinary gain of
$313,793; net loss before extraordinary item was $198,498, or $.20 per share).
The weighted average number of shares remained consistent during this period at
998,976.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations primarily through cash flows from
operations, bank indebtedness and the Sale/Leaseback. The Company's operating
activities provided cash of approximately $85,355 for the year ended April 30,
1997, while providing $663,657 in the comparable prior year period. For the year
ended April 30, 1997, cash was provided by net income, increases in accounts
payable and accrued expenses and absorbed by increases in accounts receivable
and prepaid expenses and other assets. Cash was used to repay long term debt and
provide for start-up expenses and deposits related to the CAS-MOS contract.
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. There were no amounts due to Heller as
of April 30, 1997.
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 consist of acquisition of additional aircraft, equipment and training.
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. See Notes 4 and 7 to
the Consolidated Financial Statements included herein for a discussion of future
debt and lease commitments.
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ITEM 10. EXECUTIVE COMPENSATION
The following table reflects the aggregate cash compensation, including
bonuses and deferred compensation, for services in all capacities to the Company
during the fiscal years ended April 30, 1997, 1996 and 1995 for the Chief
Executive Officer of the Company. No other executive officer of the Company had
aggregate remuneration exceeding $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
Other
Annual Other
Name,Principal Position Year Salary Comp. Compensation
- ----------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
David E. Sandlin(4) 1997 $110,000(1) (2) $13,700(3)
Chairman, President 1996 $100,000(1) (2) $ 962
1995 $ 89,612(1) (2) $ 308
</TABLE>
(1) Pursuant to an Employment Agreement, dated as of January 3, 1995, by
and between the Company and David E. Sandlin, as amended to date (the
"Sandlin Agreement"), Mr. Sandlin received a salary at an annual rate
of $100,000 from the effective date of such agreement through the end
of the fiscal year ended April 30, 1996 and $110,000 during the fiscal
year ended April 30, 1997. See "Employment Agreements," below.
(2) The Sandlin Agreement and Mr. Sandlin's employment arrangement prior to
entering into the Sandlin Agreement provides for certain perquisites,
including an apartment in Newport News, Virginia, travel costs to and
from his home in Atlanta, Georgia and an automobile in Newport News.
The aggregate cost of these items for the fiscal year ended April 30,
1997 was $25,280; for the fiscal year ended April 30, 1996, $25,081;
and for the fiscal year ended April 30, 1995, $22,466.
(3) Mr. Sandlin was issued 10,000 shares of Common Stock in January 1997 as
compensation. The valuation of such shares is an estimate by the
Company. There is no current active trading market in the Company's
securities. See "Employment Agreements," below.
(4) Mr. Sandlin is an officer, director and 50% shareholder of Maritime.
Maritime has leased a total of 16 aircraft to FII. Mr. Sandlin is also
a one-third owner of TAC, which has leased one aircraft to the Company.
With relation to three particular Learjets owned by the Company, an
arrangement was made in May 1996 whereby Maritime would purchase the
aircraft from the Company, lease them back to the Company and pay off
Michigan National Bank (the entity that financed the aircraft). The
Company does not believe that any of the foregoing constituted
compensation to Mr. Sandlin, but makes this disclosure for the sake of
completeness. See "Item 12 - Certain Relationships and Related
Transactions."
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<PAGE> 15
THE FLIGHT INTERNATIONAL GROUP, INC. 401(K) PLAN
The Flight International Group, Inc. 401(k) Plan (the "401(k) Plan") is
a defined contribution plan sponsored by the Company. The 401(k) Plan covers all
eligible employees of the Company. Employees become eligible to participate upon
completing one year of service in a job classification not subject to a
collective bargaining agreement. One year of service is defined as any
consecutive 12 month period in which the employee works 1,000 hours.
Participants may elect to have 1% to 15% of their compensation
contributed to the 401(k) Plan, up to the maximum allowed by law. Contributions
to the 401(k) Plan are matched by the Company at the rate of 30% of the first 5%
of employees' contributions. The Board of Directors has approved, effective
August 1, 1997, an increase in the matching to the rate of 40% of the first 5%
of employees' contributions. All employee contributions, rollover contributions
and earnings thereon are 100% vested. Company contributions vest at a rate of
20% per year. The participant may designate his contribution and employer
matching contributions to be invested in any combination of eight funds
maintained by the Trustee. After a participant dies or retires, the participant
or his beneficiary is entitled to receive the entire vested balance of his
account. The Company reserves the right to amend or terminate the 401(k) Plan at
any time. If the 401(k) Plan is terminated, each participant is then vested with
the amount in his account. The Company contributed $31,921 and $14,470 to the
401(k) Plan in fiscal years 1997 and 1996, respectively.
The 401(k) Plan has applied for, but not yet received, a determination
letter exempting it from Federal income taxes.
DIRECTORS' COMPENSATION
Directors who are not members of management or affiliates thereof
receive $1,000 for each Board meeting attended, plus out-of-pocket expenses
incurred in connection with such attendance. Members of management and
affiliates thereof who are directors do not receive separate compensation
therefor.
EMPLOYMENT AGREEMENTS
The Sandlin Agreement
The Sandlin Agreement continues for a term which expires December 31,
2001, provided that the Sandlin Agreement is renewed automatically from year to
year thereafter unless either party gives notice of termination. Mr. Sandlin's
base salary was previously $100,000 per year (subject to increases by the Board
of Directors taking into consideration certain factors specified therein). On
September 17, 1996, the Board of Directors approved the extension of the Sandlin
Agreement through December 31, 2001, as well as a raise in Mr. Sandlin's base
salary to $110,000, with 10% annual base salary increases. The Board also
approved issuing to Mr. Sandlin, as compensation, 10,000 shares of Common Stock,
which were issued in January 1997.
Mr. Sandlin is reimbursed for all necessary and reasonable expenses
incurred in performing under the Sandlin Agreement and certain other expenses
specified therein (including without limitation for the cost of an apartment and
automobile for his use in Newport News, Virginia and his travel expenses to and
from
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<PAGE> 16
his home in Atlanta, Georgia and Newport News). He is also entitled to
participate in any benefit programs which the Company may establish.
The Company may terminate the Sandlin Agreement for "cause" (as defined
therein), in the event of the death or disability of Mr. Sandlin or at any time
after delivery to Mr. Sandlin of a written notice of termination. Mr. Sandlin
may terminate the Sandlin Agreement on sixty (60) days written notice for, among
other things, a reduction in his base salary below that in existence upon
signing (or other material breach by the Company), the relocation of the
Company's offices and the assignment of duties inconsistent with his position or
material adverse alteration in the nature or status of his responsibilities or
conditions of employment (including without limitation material reductions in
vacation or material increase in overnight travel obligations not reasonably
required).
In the event that the Sandlin Agreement is terminated by the Company
for cause or in the event of death or disability, or in the event Mr. Sandlin
terminates the Sandlin Agreement other than in connection with a change in
control, Mr. Sandlin receives his salary, expense reimbursements and other
benefits through the date of termination, in addition to any applicable
insurance benefits.
In the event of a termination by the Company not for cause, death or
disability, or in the event Mr. Sandlin terminates the Sandlin Agreement in
connection with a change in control, Mr. Sandlin receives the amounts described
above plus a lump sum severance payment equal to the sum total of all base
salary due to him for the remainder of his agreement at the rate in effect at
the time notice of termination is given. In this circumstance, the Company, for
one year after termination, also will provide Mr. Sandlin with life and health
insurance benefits substantially similar to those he was receiving immediately
prior to the notice of termination. A change in control is deemed to have
occurred in the event of a sale of the Company or merger of the Company with
another business pursuant to which any person or entity other than certain
specified entities (these are Maritime, Global Jet, Phoenix Air Group and DESCO,
Aviation Consultants) become beneficial owners of capital stock of the Company.
The Sandlin Agreement prohibits Mr. Sandlin, during the term of the
Sandlin Agreement and for one year thereafter, from serving as an employee,
owner, partner, agent, director, officer, consultant or shareholder (except
ownership of 5% or less of most public companies) of a business which is
materially in competition with the business of the Company, but this provision
can be modified by formal resolution of at least 75% of the Board of Directors
(excluding Mr. Sandlin). The Company agrees to indemnify Mr. Sandlin against
reasonable expenses, liabilities and losses incurred or suffered by him in
connection with his service to the Company.
Employment Agreement with Wayne M. Richmon
The Company also has entered into an Employment Agreement with Wayne M.
Richmon, its Executive Vice President, Treasurer and Chief Financial Officer,
dated as of January 3, 1995 (the "Richmon Agreement"). The Richmon Agreement
continues for a term which expires December 31, 1996, provided that the Richmon
Agreement is renewed automatically from year to year thereafter unless either
party gives notice of termination. Mr. Richmon's base salary was previously
$80,000 per year (subject to increases by the Board of Directors taking into
consideration certain factors specified therein). On September 17, 1996, the
Board of Directors approved the extension of the Richmon Agreement through
December 31, 1997, as
- 16 -
<PAGE> 17
well as a raise in Mr. Richmon's base salary to $88,000. In the event of
automatic renewal, Mr. Richmon's base salary will increase 10% per annum. The
Board also approved issuing to Mr. Richmon, as compensation, 5,000 shares of
Common Stock, which were issued in January 1997.
Mr. Richmon is reimbursed for all necessary and reasonable expenses
incurred in performing under the Richmon Agreement and certain other expenses
specified therein. He is also entitled to participate in any benefit programs
which the Company may establish.
The Company may terminate the Richmon Agreement for "cause" (as defined
therein), in the event of the death or disability of Mr. Richmon or at any time
after delivery to Mr. Richmon of a written notice of termination. Mr. Richmon
may terminate the Richmon Agreement on sixty (60) days written notice for, among
other things, a reduction in his base salary below $88,000 (or other material
breach by the Company), the relocation of the Company's offices and the
assignment of duties inconsistent with his position or material adverse
alteration in the nature or status of his responsibilities or conditions of
employment.
In the event that the Richmon Agreement is terminated by the Company
for cause or in the event of death or disability, or in the event Mr. Richmon
terminates the Richmon Agreement other than in connection with a change in
control, Mr. Richmon receives his salary, expense reimbursements and other
benefits through the date of termination, in addition to any applicable
insurance benefits.
In the event of a termination by the Company not for cause, death or
disability, or in the event Mr. Richmon terminates the Richmon Agreement in
connection with a change in control, Mr. Richmon receives the amounts described
above plus a lump sum severance payment equal to 100% of his annual base salary
at the rate in effect at the time notice of termination is given. In this
circumstance, the Company, for one year after termination, also will provide Mr.
Richmon with life and health insurance benefits substantially similar to those
he was receiving immediately prior to the notice of termination. A change in
control is deemed to have occurred in the event of a sale of the Company or
merger of the Company with another business pursuant to which any person or
entity becomes beneficial owner of capital stock of the Company.
The Richmon Agreement prohibits Mr. Richmon, during the term of the
Richmon Agreement and for one year thereafter, from serving as an employee,
owner, partner, agent, director, officer, consultant or shareholder (except
ownership of 5% or less of most public companies) of a business which is
materially in competition with the business of the Company. The Company agrees
to indemnify Mr. Richmon against reasonable expenses, liabilities and losses
incurred or suffered by him in connection with his service to the Company.
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<PAGE> 18
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 20, 1997 THE FLIGHT INTERNATIONAL GROUP, INC.
By: /s/ David E. Sandlin
------------------------------
David E. Sandlin
Principal Executive Officer
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