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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Second Amendment)
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
for the quarterly period ended August 31, 1994 or
[ ] 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 0-18352
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
Delaware 59-2223025
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8095 NW 64th Street, Miami, FL 33166
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (305) 593-2658
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES NO X
------- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares of the Company's common stock outstanding as of
February 6, 1995 was 4,041,779.
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FORM 10-Q/A
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
(Pursuant to Rule 12b-15, the complete text of each item being amended is set
forth in this Amendment. The text of items not being amended has been
omitted.)
INDEX
Page No.
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
August 31, 1994 and May 31, 1994 3
Condensed Consolidated Statements of Operations
Three Months ended August 31, 1994 and 1993 4
Condensed Consolidated Statements of Cash Flows
Three Months ended August 31, 1994 and 1993 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 3. Defaults upon Senior Securities 11
2
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
August 31, 1994 May 31, 1994
(Unaudited) (Note)*
------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 102,625 $ 95,790
Accounts receivable, net of allowance for
doubtful accounts of $940,000 at August 31,
1994 and May 31, 1994, respectively 3,853,640 3,817,023
Notes receivable 1,120,000 1,120,000
Income tax refund receivable 1,930,000 1,930,000
Inventories 7,094,161 8,719,774
Other current assets 50,181 162,055
---------- ----------
Total current assets 14,150,607 15,844,642
Property and equipment
Land 330,457 330,457
Aircraft held for lease 7,588,587 7,227,835
Building and leasehold improvements 789,340 789,340
Machinery and Equipment 2,200,550 2,191,999
---------- ----------
10,908,934 10,539,631
Less accumulated depreciation 2,769,874 2,233,680
---------- ----------
8,139,060 8,305,951
---------- ----------
Other assets
Deferred debt costs, net 1,117,178 1,224,401
Deposits and other assets 358,145 178,322
----------- ------------
$23,764,990 $ 25,553,316
=========== ============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long term obligations $ 6,787,448 $3,531,228
Long-term obligations in technical default
classified as current 18,842,659 22,156,720
Bank overdrafts - 410,570
Accounts payable and accrued expenses 8,102,772 8,057,838
---------- ----------
Total current liabilities 33,732,879 34,156,356
Long-term obligations, less current maturities 475,261 485,020
Commitments and contingencies - -
Stockholders' equity (deficit):
Common stock 4,042 4,042
Additional paid-in capital 2,654,332 2,654,332
Retained earnings (deficit) (13,101,524) (11,746,434)
------------ ------------
Total stockholders' equity (deficit) (10,443,150) (9,088,060)
$ 23,764,990 $ 25,553,316
============ ============
</TABLE>
*Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed financial
statements.
3
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION> Three Months Ended
August 31,
1994 1993
---------- ----------
<S>
Revenues <C> <C>
Net sales $7,708,652 $5,415,531
Lease revenue 728,477 148,047
Other revenue 125,686 10,187
--------- ---------
8,562,815 5,573,765
Cost of sales 6,643,161 3,247,677
Selling, general and administrative expenses 1,156,469 1,679,793
Interest expense 646,953 591,384
Depreciation and amortization 562,719 350,341
Losses of service center subsidiary 908,603 68,218
Loss before income taxes
and equity in loss of joint venture (1,355,090) (363,648)
Income tax benefit -- (130,000)
--------- ---------
Loss before equity in
loss of joint venture (1,355,090) (233,648)
Equity in loss of joint venture -- (63,439)
----------- ---------
Net Loss $ (1,355,090) $ (297,087)
=========== =========
Per share data:
Weighted average shares 4,041,779 4,042,971
========= =========
Loss per common share and common equivalent
shares $(0.34) $(0.07)
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
4
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months ended
August 31,
1994 1993
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,355,090) $ (297,087)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 643,417 350,341
Increase in deferred debt cost - (10,000)
Equity in loss of joint venture - 63,439
Decrease in notes receivable - 210,000
Changes in assets and liabilities 1,155,411 1,719,481
--------- ---------
Total adjustments 1,798,828 2,333,261
Net cash provided by operating activities 443,738 2,036,174
Cash flows from investing activities:
Capital expenditures (369,303) (1,768,498)
Restricted cash - (342,000)
Investment in joint venture - (10,000)
--------- -----------
Net cash (used in) investing activities (369,303) (2,120,498)
Cash flows from financing activities:
Repayments of notes payable and debt obligations (67,600) (387,637)
-------- ---------
Net cash (used in) financing activities (67,600) (387,637)
Net increase (decrease) in cash 6,835 (471,961)
Cash at beginning of period 95,790 510,942
------- --------
Cash at end of period $ 102,625 $ 38,981
======= ========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
5
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly International Airline
Support Group, Inc.'s condensed consolidated balance sheets as of August 31,
1994 and May 31, 1994, the condensed consolidated statements of operations and
the condensed consolidated statements of cash flows for the three month period
ended August 31, 1994, and August 31, 1993.
The accounting policies followed by the Company are described in the May
31, 1994 financial statements.
The results of operations for the three months ended August 31, 1994 are
not necessarily indicative of the results to be expected for the full year.
For interim reporting purposes, certain expenses are based on estimates rather
than expenses actually incurred.
2. Inventories consisted of the following:
August 31, 1994 May 31, 1994
-------------- --------------
Aircraft $ 987,747 $ 5,624,922
Aircraft Parts 6,041,414 3,094,852
--------- ---------
$ 7,094,161 $ 8,719,774
========= =========
Inventories are primarily valued at the lower of cost or market. For
those aircraft parts purchased in lots, the cost is determined on a specific
identification basis. For parts acquired through whole aircraft purchases, the
costs are assigned to certain pools which are then amortized as parts sales
take place. The amount of cost amortized is based upon the gross profit
percentage as calculated from the estimated sales value of the parts. The
sales value estimates are monitored by management, and adjusted periodically as
necessary.
At August 31, 1994, approximately 67% of the ending inventory has been
costed under the specific identification method, and the remaining 33% is
costed under the pooling method.
3. Primarily as a result of large net losses experienced in fiscal 1994 and
further net losses incurred during the fiscal quarter ended August 31, 1994,
the Company has a significant deficit in working capital and stockholder's
equity. Also, as discussed in Part II - Other Information, a class-action
complaint has been filed against the Company. Currently, the Company is in
noncompliance with certain financial and other covenants under the loan
agreements relating to previous borrowings under the 12% Senior Secured Notes
and the 8% Convertible Subordinated Debentures, as well as the equipment lease
agreement relating to the assets acquired for International Airline Service
Center, Inc. ("IASC"), the Company's repair facility located in Sherman, Texas.
The Notes are secured by substantially all the assets of the Company and the
Debentures are subordinated to the rights of the Notes. The Company has worked
with lenders for several months to restructure the existing senior debt,
however, an agreement has not yet been reached. As discussed in Note 5 on
January 31, 1995 the Company assigned its interest in the IASC equipment lease
to a third party.
Excluding principal payments scheduled to be repaid in fiscal 1995 under
the terms of the agreements, amounting to $3.2 million due July 1994
(subsequently extended by agreement and paid in September 1994) and $3.2
million due July 1995, $18.8 million is subject to accelerated maturity and,
as such, has been classified as a current liability in the Condensed
Consolidated Balance Sheet at August 31, 1994.
As a result of these factors, there exists substantial doubt about the
Company's ability to continue in existence. However, the Company has and will
continue to take a number of cost-cutting steps to reduce its operating losses,
including the closure and sale of assets of IASC (discussed in Note 5) and the
elimination of other costs.
6
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4. On January 31, 1995 the Company entered into a Purchase Agreement with
Richard R. Wellman and Lynda Wellman (the "Wellmans") and an entity affiliated
with the Wellmans, Custom Air Holdings, Inc., a Nevada corporation ("Custom
Air"), pursuant to which the Company transferred to Custom Air (i) all of the
outstanding shares of common stock of Brent Aviation, Inc., a Texas
corporation, a wholly-owned subsidiary of the Company, (ii) certain spare
parts, components, inventory and equipment for Boeing 727 series aircraft, and
(iii) a McDonnell Douglas DC-4 aircraft. In consideration for the foregoing,
Custom Air paid the Company $230,000 and agreed to lease a Boeing B-727-100
freighter airplane on a month-to-month basis. In addition, the Wellmans
resigned from all positions as officers or directors held by them with the
Company and its subsidiaries, granted a proxy to the Company enabling the
Company's directors to vote 1,980,000 shares of common stock of the Company
held by the Wellmans for a period of two years, and agreed not to compete or
interfere with any of the businesses of the Company and its subsidiaries for a
period of two years. The Company agreed to pay Lynda Wellman severance
equivalent to her current salary for a period of one year. The Company further
agreed to terminate its leasehold interest in a facility located at the Grayson
County, Texas Airport, allowing Brent to lease such facility for its
operations. Other than the severance pay to Lynda Wellman no material gain or
loss is expected on the above transaction.
The terms of the Purchase Agreement, including the consideration paid by
the Wellmans and their affiliate, were determined by negotiations between
Alexius A. Dyer III, who is now the Chairman of the Board and Chief Executive
Officer of the Company, and Mr. James Mueller, a Director of the Company, and
Mr. Wellman. The negotiations were at arm's-length because the members of the
Board advised the Wellmans that holders of the Company's debt securities had
taken the position that the Company needed to sever its relation with the
Wellmans in order to proceed with successful restructuring of its capital
structure. The Company's Board of Directors, with the Wellmans abstaining,
approved the settlement terms negotiated by Messrs. Dyer and Mueller.
In connection with the above transaction, the Company's Board of
Directors appointed Alexius A. Dyer III to serve as Chairman of the Board and
Chief Executive Officer, to fill the vacancies created by Richard Wellman's
resignation. The Board of Directors appointed Robert K. Norris to serve as
Secretary to fill the vacancy created by Lynda Wellman's resignation. In
addition, Mr. Norris has been appointed Vice President-Finance and Chief
Accounting Officer of the Company.
5. In June 1994, the Company's Board of Directors unanimously voted to cease
operations and to sell or otherwise dispose of IASC following the sale of
certain aircraft being serviced under contract by IASC. During the fourth
quarter of 1994 IASC fulfilled its obligations to service the aircraft and
ceased operations. On January 31, 1995, IASC entered into an agreement with
Express One International, Inc., a Delaware corporation ("Express One"),
pursuant to which IASC assigned its interest in a certain equipment lease with
CIT Group/Equipment Financing, Inc. to Express One, and Express One assumed
IASC's interests and obligations under such lease. In addition, IASC
transferred to Express One certain additional assets that served as collateral
under the CIT lease. Pursuant to the transaction, IASC is disposing of
substantially all of its operating assets. IASC also agreed to terminate two
leases relating to a warehouse and hanger at the Grayson County, Texas Airport,
allowing Express One to lease such facilities for its operations. The
remaining assets of IASC will be liquidated to satisfy IASC's outstanding
liabilities, consisting primarily of unsecured trade payables. The Company
has not yet determined whether to dispose of IASC's common stock.
As a result of the above transaction, the Company has accounted for the
operations and loss and expected disposal of ISAC as a separate line item in
the accompanying condensed consolidated financial statements. No material gain
or loss is expected on the transaction. The Company has accrued for losses
incurred by IASC through January 31, 1995.
6. Net loss per share was computed by dividing net loss by weighted average
number of common shares outstanding. The effect of options and warrants is not
dilutive.
7. Supplemental cash flow disclosures:
Cash payments for interest were $895,000 and $572,000 for the three
months ended August 31, 1994 and August 31, 1993, respectively.
7
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8. Commitments and Contingencies:
In February 1991, Admark International, Ltd. ("Admark") brought suit in
the Dade County Circuit Court against the Company alleging that IASG is
obligated to Admark for the payment of spare parts brokerage commissions in
excess of $0.5 million. In November 1994 the Company received an unfavorable
judgment arising from the suit and recorded an accrual of $825,000 at May 31,
1994, representing final judgment of $500,000 and accrued interest of $325,000.
On January 31, 1995 the Company reached a settlement with Admark to pay
$520,000 as follows: $135,000 on January 31, 1995 and $35,000 quarterly
through October 1997. The Company will adjust the settlement accrual in the
fiscal quarter ended February 28, 1995.
On February 28, 1994, a complaint titled Ullman et al v. International
Airline Support Group, Inc. et al. was filed in the United States District
Court for the Southern District of Florida (Case No. 94-0379), alleging certain
actionable misrepresentations and non-disclosures by the Company and certain
directors under the federal securities laws, as well as claims for common law
fraud and breach of fiduciary duty. The plaintiff alleges damages due to
declines in the market price of the Company's common stock and seeks to have
the action certified as a class-action complaint. The complaint seeks
unspecified damages. The plaintiff's original complaint was dismissed by the
Court with leave to re-plead such complaint. On August 3, 1994, an amended
complaint was filed, which again does not specify the amount of damages sought.
Motions to dismiss were filed on behalf of all defendants on September 30,
1994. In response to motions to dismiss, the plaintiffs filed a second amended
complaint. The defendants intend to respond by filing new motions to dismiss.
The Company does not expect this case to have a material financial impact on
the Company, and no provision for any loss has been made in the accompanying
condensed consolidated financial statements.
In July 1993, Viglass Aviation ("Viglass") filed a complaint against the
Company claiming that Viglass was entitled to payment of $681,750 under a
commission agreement with the Company relating to the sale of certain aircraft
to one of the Company's significant customers. The plaintiff has offered to
settle the litigation in exchange for a $50,000 payment by the Company;
therefore, the Company does not expect this litigation to have a material
financial impact on the Company.
The Company is subject to other legal proceedings and claims which have
arisen in the ordinary course of business and which have not been finally
adjudicated. The actions, when ultimately concluded and determined, will not,
in the opinion of management, have a material adverse effect upon the financial
position or results of operations of the Company.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATION AND FINANCIAL CONDITION
The following is management's discussion and analysis of certain
significant factors which have affected the Company's operating results and
financial position during the periods included in the accompanying condensed
consolidated financial statements.
RESULTS OF OPERATIONS:
Revenues
Total revenues for the first fiscal quarter ended August 31, 1994
increased 54% to $8.6 million from $5.6 million for the fiscal quarter ended
August 31, 1993. Aircraft sales were $4.2 million in the quarter ended August
31, 1994 compared to $2.3 million in the quarter ended August 31, 1993.
Additionally, lease revenue increased from $148,000 in the quarter ended
August 31, 1993 to $728,000 in the quarter ended August 31, 1994. Included in
other revenue in the quarter ended August 31, 1994 is approximately $75,000 in
connection with consulting and other services provided to an insurance
company.
Cost of Sales
Cost of sales as a percentage of total revenues in the quarter ended
August 31, 1994 was 78% compared to 59% for the quarter ended August 31, 1993.
Lower margins were realized on aircraft sales in the quarter ended August 31,
1994 versus margins realized on aircraft sales in the quarter ended August 31,
1993.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) for the quarter
ended August 31, 1994 decreased to $1.2 million from $1.7 million for the
quarter ended August 31, 1993. The decrease in SG&A costs is the result of
the Company's continuing effort to reduce costs, including reductions in
personnel. Salaries and wages decreased from approximately $700,000 in the
quarter ended August 31, 1993 to approximately $400,000 in the quarter ended
August 31, 1994.
Interest Expense
Interest expense for the quarter ended August 31, 1994 was $647,000
versus $591,000 for the quarter ended August 31, 1993. The increase in
interest expense is due to the issuance of $10 million of Convertible
Subordinated Debentures in September 1994, offset by reductions in debt of
approximately $5.3 million paid from proceeds of the Debenture offering.
Depreciation and Amortization
Depreciation and amortization increased to $563,000 in the quarter ended
August 31, 1994, from $350,000 in the quarter ended August 31, 1993. The
increase in depreciation was primarily attributed to an acceleration of
depreciation of overhaul costs of aircraft to more closely match the estimated
service life of the overhaul, and an increase in depreciation of property and
equipment in connection with the operation of the maintenance facility in
Texas.
Losses of Service Center Subsidiary
As discussed in Note 5 of Notes to Condensed Consolidated Financial
Statements, the Company has recorded the net losses of IASC, amounting to
$908,603 and $68,218 in the quarters ended August 31, 1994 and August 31,
1993, respectively, as a separate line item included in operations in the
accompanying financial statements.
9
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Income Taxes
No income tax benefits have been recorded in the fiscal quarter ended
August 31, 1994 as the Company has fully exhausted its carryback benefits and
recorded a one hundred percent (100%) valuation allowance for net operating
loss carryforwards.
Liquidity and Capital Resources
At August 31, 1994, the Company had a working capital deficit of $19.6
million and a current ratio of .42 to 1.0, compared to a working capital
deficit of $18.3 million and a current ratio of .46 to 1.0 at May 31, 1994.
The decrease in working capital and current ratio was principally the result
of the Company's net loss incurred during the fiscal quarter ended 1994. As
discussed in Note 3, the long term amounts due under the Company's 12% Senior
Secured Notes and the 8% Convertible Subordinated Debentures have been
classified as current due to noncompliance with certain financial and other
covenants under the loan agreements.
Although the Company has no present plans or commitments for any
significant capital improvements or additions that would impact cash flows
from investing activities, the Company has required, and will continue to
require, additional financing to acquire inventory in order to maintain its
operations. Previous borrowings under the 12% Senior Secured Notes and 8%
Convertible Subordinated Debentures, and other borrowings have resulted in
significant debt service obligations for the Company. Current negotiations
between the Company and the holders of its Senior Notes and Debentures may
reduce the impact of debt repayments on cash flows from investing activity;
however, there can be no assurance that such negotiations will be successfully
concluded. Management believes that the Company will have to obtain
additional financing or liquidate inventories in order to meet future
obligations. If the Company is unable to restructure its existing debt and/or
obtain such financing, cash flow from the sale of inventory at current levels
will be insufficient to meet the Company's obligations as they become due. If
the Company remains in default under the terms of the Senior Notes and
Debentures agreements, the holders could accelerate the debt under such
instruments, resulting in principal exceeding $24 million becoming immediately
payable, which the Company would have no ability to satisfy. The foregoing
circumstances could require the Company to cease operations or seek protection
from its creditors through judicial reorganization proceedings.
Impact of Inflation
Current financial statements are prepared in accordance with generally
accepted accounting principles and report operating results in terms of
historical costs. They provide a reasonable, objective, quantifiable
statement of financial results, but do not evaluate the impact of inflation.
Management believes that impact of inflation would not materially affect
operating results because, competitive conditions permitting, the Company
modifies its selling prices to recognize cost changes as incurred.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In February 1991, Admark International, Ltd. ("Admark") brought suit in
the Dade County Circuit Court against the Company alleging that IASG is
obligated to Admark for the payment of spare parts brokerage commissions in
excess of $0.5 million. In November 1994 the Company received an unfavorable
judgment arising from the suit and recorded an accrual of $825,000 at May 31,
1994, representing final judgment of $500,000 and accrued interest of
$325,000. On January 31, 1995 the Company reached a settlement with Admark to
pay $520,000 as follows: $135,000 on January 31, 1995 and $35,000 quarterly
through October 1997. The Company will adjust the settlement accrual in the
fiscal quarter ended February 28, 1995.
10
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On February 28, 1994, a complaint titled Ullman et al v. International
Airline Support Group, Inc. et al. was filed in the United States District
Court for the Southern District of Florida (Case No. 94-0379), alleging
certain actionable misrepresentations and non-disclosures by the Company and
certain directors under the federal securities laws, as well as claims for
common law fraud and breach of fiduciary duty. The plaintiff alleges damages
due to declines in the market price of the Company's common stock and seeks to
have the action certified as a class-action complaint. The complaint seeks
unspecified damages. The plaintiff's original complaint was dismissed by the
Court with leave to re-plead such complaint. On August 3, 1994, an amended
complaint was filed, which again does not specify the amount of damages
sought. Motions to dismiss were filed on behalf of all defendants on
September 30, 1994. In response to motions to dismiss, the plaintiffs filed a
second amended complaint. The defendants intend to respond by filing new
motions to dismiss. The Company does not expect this case to have a material
financial impact on the Company, and no provision for any loss has been made
in the accompanying condensed consolidated financial statements.
In July 1993, Viglass Aviation ("Viglass") filed a complaint against the
Company claiming that Viglass was entitled to payment of $681,750 under a
commission agreement with the Company relating to the sale of certain aircraft
to one of the Company's significant customers. The plaintiff has offered to
settle the litigation in exchange for a $50,000 payment by the Company;
therefore, the Company does not expect this litigation to have a material
financial impact on the Company.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Currently, the Company is in noncompliance with certain financial and
other covenants under the loan agreements relating to previous borrowings
under the 12% Senior Secured Notes and the 8% Convertible Subordinated
Debentures, as well as the equipment lease agreement relating to the assets
acquired for International Airline Service Center, Inc. ("IASC"), the
Company's repair facility located in Sherman, Texas. The Notes are secured by
substantially all the assets of the Company and the Debentures are
subordinated to the rights of the Notes.
11
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report on Form 10-Q/A (Second
Amendment) to be signed on its behalf by the undersigned thereunto duly
authorized.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Registrant)
/s/ Robert K. Norris August 14, 1995
_
ROBERT K. NORRIS Date
Vice President-Finance
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