SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 1996 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 executive offices) (Zip Code)
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 X NO __
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 October 15, 1996 was 149,695.
<PAGE>
FORM 10-Q
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
May 31, 1996 and August 31, 1996
Condensed Consolidated Statements of Operations 4
Three Months Ended August 31,1995 and 1996
Condensed Consolidated Statements of Cash Flows 5
Three Months Ended August 31, 1995 and 1996
Notes to Condensed Consolidated Financial 6
Statements
Item 2. Management's Discussion and Analysis 8
of Results of Operations and Financial Condition
Part II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 3. Defaults upon Senior Securities 11
Item 6. Exhibits and Reports on Form 8-K 11
2
<PAGE>
Form 10-Q
International Airline Support Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
Pro Forma
August 31, August 31,
May 31, 1996 1996
1996 (unaudited) (unaudited)
---------- ------------ ------------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 940,274 $ 364,127 $ 364,127
Accounts receivable, net of
allowance for doubtful accounts
of approximately $735,000 at
May 31, 1996 and $776,000 at
August 31, 1996 2,014,691 1,584,958 1,584,958
Inventories 9,277,315 9,361,026 9,361,026
Deferred tax benefit - current, net
of valuation allowance
of $960,000 at May 31, 1996
and August 31, 1996 - - -
Other current assets 68,798 146,462 146,462
---------- ---------- ----------
Total current assets 12,301,078 11,456,573 11,456,573
Property and equipment
Aircraft held for lease 2,974,760 2,974,760 2,974,760
Building and leasehold improvements 36,815 - -
Machinery and equipment 972,507 955,356 955,356
---------- ---------- ----------
3,984,082 3,930,116 3,930,116
Less accumulated depreciation 2,051,620 2,160,018 2,160,018
Land and building held for sale, net 750,000 750,000 750,000
---------- ---------- ----------
Property and equipment, net 2,682,462 2,520,098 2,520,098
---------- ---------- ----------
Other assets
Deferred debt costs, net 762,431 811,621 503,500
Deferred tax benefit, net of
valuation allowance of $3,011,000 at
May 31, 1996 and August 31, 1996 - - -
Deferred restructuring fees 334,860 568,546 -
Deposits and other assets 51,500 - -
---------- ---------- ----------
1,148,791 1,380,167 503,500
$ 16,132,331 $ 15,356,838 $ 14,480,171
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current maturities of long-term
obligations $ 3,695,108 $ 435,897 $ 435,897
Long-term obligations in default
classified as current 14,041,667 - -
Accounts payable 2,171,496 937,077 937,077
Accrued expenses 3,233,231 3,358,162 2,698,428
---------- ---------- ----------
Total current liabilities 23,141,502 4,731,136 4,271,402
Long-term obligations, less current
maturities s 406,760 17,697,565 7,697,565
Commitments and contingencies
Stockholders' equity (deficit)
Preferred Stock - $.001 par value;
authorized 2,000,000 shares;
0 shares outstanding at May 31, 1996
and August 31, 1996. - - -
Common stock - $.001 par value;
authorized 20,000,000 shares;
issued and outstanding 149,695
shares at May 31, 1996 and
August 31, 1996. 150 150 2,395
Additional paid-in capital 2,658,224 2,658,224 13,147,979
Accumulated deficit (10,074,305) (9,730,237) (10,439,170)
---------- ---------- ----------
Total stockholders' equity (deficit) (7,415,931) (7,071,863) 2,511,204
---------- ---------- ----------
$ 16,132,331 $ 15,356,838 $ 14,480,171
========== ========== ==========
</TABLE>
*Condensed from audited Financial Statements
The accompanying notes are an integral part of these condensed
financial statements
3
<PAGE>
Form 10-Q
International Airline Support Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Three Months Ended Three Months Ended
August 31, August 31,
1995 1996 1996
<S> <C> <C> <C>
Revenues
Net sales $ 4,657,819 $ 4,038,671 $ 4,038,671
Lease revenue 302,110 120,000 120,000
---------- ---------- ----------
Total revenues 4,959,929 4,158,671 4,158,671
Cost of sales 2,628,997 2,317,141 2,317,141
Selling, general and administrative
expenses 1,039,647 834,654 834,654
Financial restructuring costs 141,410 - -
Provision (recovery) for doubtful
accounts (18,276) 41,157 41,157
Depreciation and amortization 220,961 165,812 165,812
---------- ---------- ----------
Total operating costs 4,012,739 3,358,764 3,358,764
Income from operations 947,190 799,907 799,907
Interest expense 530,718 488,879 258,382
Interest and other income (2,374) (33,040) (33,040)
---------- ---------- ----------
Earnings before income taxes 418,846 344,068 574,565
Provision for income taxes - - -
---------- ---------- ----------
Net earnings $ 418,846 $ 344,068 $ 574,565
========== ========== ==========
Per share data:
Primary earnings per common and
common equivalent share $ 2.80 $ 2.30 $ .24
Weighted average shares outstanding
used in primary calculation 149,704 149,704 2,395,104
========== ========== ==========
Fully-diluted earnings per common
and common equivalent sh are $ 2.55 $ 2.25 $ .24
Weighted average shares outstanding
used in fully-diluted calculation 242,297 242,297 2,395,104
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements
4
<PAGE>
Form 10-Q
International Airline Support Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months ended
August 31,
1995 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 418,846 $ 344,068
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Depreciation and amortization 220,961 211,622
Provision for doubtful accounts - 41,157
Changes in assets and liabilities (1,159,164) (830,786)
---------- ---------
Total adjustments (938,203) (578,007)
Net cash used in operating activities (519,357) (233,939)
Cash flows from investing activities:
Capital equipment deletions (additions) 96,514 (3,448)
---------- ---------
Net cash provided by (used in)
investing activities 96,514 (3,448)
Cash flows from financing activities:
Repayments of notes payable and debt
obligations (10,454) (10,073)
Increase in deferred restructuring fees - (233,687)
Increase in deferred debt costs - (95,000)
---------- ---------
Net cash used in financing activities (10,454) (338,760)
---------- ---------
Net decrease in cash (433,297) (576,147)
Cash at beginning of period 848,331 940,274
---------- ---------
Cash at end of period $ 415,034 $ 364,127
========== =========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
5
<PAGE>
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 contain adjustments
(consisting only of normal and recurring adjustments) necessary
to present fairly International Airline Support Group, Inc.'s
condensed consolidated balance sheets as of May 31, 1996 and
August 31, 1996, the condensed consolidated statements of
operations and the condensed consolidated statements of cash
flows for the three months ended August 31, 1995 and 1996.
The accounting policies followed by the Company are
described in the May 31, 1996 financial statements.
The results of operations for the three months ended August
31, 1996 are not necessarily indicative of the results to be
expected for the full year.
2. Inventories consisted of the following:
May 31,1996 August 31,1996
Aircraft parts $ 7,938,049 $ 7,802,394
Aircraft available for sale 1,339,266 1,558,632
--------- ---------
$ 9,277,315 $ 9,361,026
========= =========
At August 31, 1996, approximately 98% of the ending
inventory (including aircraft held for sale) was costed under the
specific identification method, and the remaining 2% was costed
as part of pools of parts acquired through whole aircraft
purchases.
3. On October 3, 1996, the Company completed a restructuring
of its capital structure (the "Restructuring"). Pursuant to
the Restructuring, the Company effected a 1-for-27 reverse split
of its common stock, $.001 par value per share (the "Common
Stock"); issued approximately 2,245,400 shares of its Common
Stock, after giving effect to the reverse split, in exchange for
the entire $10,000,000 principal amount outstanding of its 8%
Convertible Debentures due August 31, 2003 (the "Debentures");
and redeemed the entire $7,700,000 principal amount outstanding
of its 12% Senior Notes due July 17, 1997 (the "Senior Notes")
with the proceeds of an advance under a credit agreement entered
into on October 3 (the "Credit Agreement"). Consummation of the
Restructuring cured all defaults with respect to the Debentures
and the Senior Notes.
All references to the number of common shares and per common
share amounts throughout the historical and Pro Forma financial
statements have been restated to reflect the reverse split.
6
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The unaudited Pro Forma Condensed Consolidated Balance Sheet
reflects adjustments as if the Restructuring had occurred as of
August 31, 1996. Such adjustments include debt issuance costs
incurred, less amounts amortized for debt obligations repaid or
converted; the offset of deferred restructuring costs against
additional paid-in capital; the repayment of the Senior Notes
with the proceeds from an advance pursuant to the Credit
Agreement; the exchange of the Debentures and related claims for
accrued interest into shares of Common Stock; and the
extraordinary loss resulting from the Restructuring in accordance
with SFAS 15.
The unaudited Pro Forma Statement of Operations reflects
adjustments as if the Restructuring had occurred as of June 1,
1996. Such adjustments included the net reduction in interest
expense due to the difference in interest rates on the Senior
Notes and the Credit Agreement; and the corresponding effect of
the exchange of the Debentures for shares of Common Stock.
See the Company's Proxy Statement/Prospectus filed with the
Securities and Exchange Commission on August 29, 1996 for further
explanation as to the nature of such pro-forma adjustments.
4. Primary earnings per share is computed for the three months
ended August 31, 1995 and 1996 by dividing net earnings by the
weighted average number of common shares outstanding and common
stock equivalents. Stock options and warrants are considered
common stock equivalents unless their inclusion would be anti-
dilutive. For the purpose of computing common stock equivalents
for stock options and warrants, the modified treasury stock
method was not used as the effect would be anti-dilutive. The
Debentures are not considered common stock equivalents for the
purpose of computing primary earnings per share as the effective
yield on the securities exceeded 66-2/3% of the average Aa
corporate bond rate at the time of issuance.
Fully diluted earnings per share is computed for the three
months ended August 31, 1995 and 1996 as if the Debentures were
converted into common stock as of the beginning of the period.
Stock options and warrants are not considered common stock
equivalents for the purpose of computing fully diluted earnings
per share as the effect would be anti-dilutive under the
modified treasury stock method.
5. Supplemental Cash Flow Disclosures:
Cash payments for interest were $331,000 and $254,537 for
the three months ended August 31, 1995 and 1996, respectively.
7
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
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
Parts sales (excluding sale of engines) for the three months
ended August 31, 1996 were $4.0 million, compared to $3.8 million
during the three months ended August 31, 1995. Aircraft and
engine sales were $325,000 and $572,000, respectively, during the
three months ended August 31, 1995. No such sales of aircraft or
engines occurred during the three months ended August 31, 1996.
Aircraft and engine sales are unpredictable transactions and may
fluctuate significantly from period to period, dependent, in
part, upon the Company's ability to purchase aircraft or engines
at attractive prices and resell them within a relatively brief
period of time, as well as the overall market for aircraft and
engines. Lease revenue decreased to $120,000 during the three
months ended August 31, 1996, compared to $302,000 during the
three months ended August 31, 1995, as a certain lease that was
in existence during the three months ended August 31, 1995 was
terminated prior to the three months ended August 31, 1996. The
increase in parts sales was insufficient to offset the decrease
in aircraft and engine sales, and lease revenue, and, as a
result, total revenues during the three months ended August 31,
1996 decreased 16% to $4.2 million, from $5.0 million during the
three months ended August 31, 1995.
In addition, revenues during the three months ended August
31, 1995 were increased as a result of the settlement of certain
disputes with a customer. Pursuant to the settlement, the
customer paid the Company $660,000 and the Company canceled a
note receivable from the customer. The Company also released all
claims it had against the customer, which included among other
things, claims for the purchase price of parts purchased by the
customer on open account or pursuant to a consignment
arrangement. The customer released certain claims it had against
the Company as part of the settlement. The transaction resulted
in a net gain to the Company of approximately $345,000,
consisting of the excess of cash received over the net carrying
value of the note receivable and cost of the inventory. The
Company recorded as net sales the cost of the inventory plus the
amount of the net gain.
8
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
Cost of Sales
Cost of sales decreased 11.9% from $2.6 million during the
three months ended August 31, 1995 to $2.3 million during the
three months ended August 31, 1996, primarily as a result of
lower revenues. As a percentage of total revenues, cost of sales
was 53.0% and 55.7% during the three months ended August 31, 1995
and 1996, respectively. The higher cost of sales as a percentage
of total revenues from the three months ended August 31, 1995 to
1996 was the result of lower costs associated with lease revenue
and the higher lease revenue during the first three months of
1995 as compared to 1996. Aircraft and engine cost of sales as a
percentage of related revenues during the three months ended
August 31, 1995 was 56.5%. There were no aircraft or engine sales
during the three months ended August 31, 1996. Cost of sales for
parts sales remained relatively constant, amounting to 56.4% and
57.0% during the three months ended August 31, 1995 and 1996,
respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased 19.7%
from $1.0 million during the three months ended August 31, 1995
to $.8 million during the three months ended August 31, 1996,
primarily as a result of the Company's ongoing emphasis on cost
reductions.
Financial Restructuring Costs
Included in financial restructuring costs during the three
months ended August 31, 1995 were approximately $141,000 of
legal, accounting and other consulting fees in connection with
its debt restructuring activities. Such costs were subsequently
capitalized as deferred restructuring fees during the fourth
fiscal quarter ended May 31, 1996. In connection with the
successful completion of the Restructuring on October 3, 1996, as
described in Note 3 of Notes to Condensed Consolidated Financial
Statements, deferred restructuring costs were charged to
additional paid-in capital, as of the closing date of the
Restructuring.
Depreciation and Amortization
Depreciation and amortization for the three months ended
August 31, 1995 and 1996 was $221,000 and $166,000, respectively.
The decline in depreciation resulted primarily from certain
property and equipment reaching their full depreciated value
prior to the three months ended August 31, 1996.
9
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
Interest Expense
Interest expense for the three months ended August 31, 1995 and
1996 were $531,000 and $489,000, respectively. The decrease in
interest expense from 1995 to 1996 was due to a net reduction in
total debt outstanding, from $20.3 million at August 31, 1995 to
$18.1 million at August 31, 1996.
Income Taxes
No income tax provision or benefits were recorded during the
three months ended August 31, 1995 and 1996, as the Company has
net operating loss carryforwards sufficient to offset income.
The Company has fully exhausted its carryback benefits and
recorded a one hundred percent (100%) valuation allowance against
the deferred tax asset for net operating loss carryforwards.
Liquidity and Capital Resources
On October 3, 1996, the Company completed a Restructuring of
the Senior Notes Notes and Debentures. The terms of the
Restructuring and impact on the Company's liquidity and capital
resources is discussed in the Company's Proxy
Statement/Prospectus filed with the Securities and Exchange
Commission on August 29, 1996.
Concurrently with the Restructuring, the Company entered
into the Credit Agreement, which provides for a $3 million term
loan and up to an $11 million revolving credit (collectively
referred to as the "Credit Facility"). The Credit Facility is
secured by substantially all of the assets of the Company and
availability of amounts for borrowing is subject to certain
limitations and restrictions. Such limitations and restrictions
are discussed in the Company's Proxy Statement/Prospectus filed
with the Securities and Exchange Commission on August 29, 1996.
At October 14, 1996, the Company was permitted to borrow up
to an additional $ 3,287,158 pursuant to the revolving credit
facility. The Company believes that amounts available to be
borrowed pursuant to the Credit Agreement and its working capital
will be sufficient to meet the requirements of the Company's
business for the foreseeable future. The Company had no material
commitments for capital expenditures as of August 31, 1996.
10
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is from time to time subject to legal
proceedings and claims that arise in the ordinary course of its
business. On the date hereof, no such proceedings are pending
and no such claims have been asserted.
Item 3. DEFAULTS UPON SENIOR SECURITIES
On August 31, 1996, the Company was in default in the
payment of principal and certain payments of interest on the
Senior Notes and was in default in the payment of interest on the
Debentures.
On October 3, 1996, the Company completed the Restructuring.
Pursuant to the Restructuring, the Company effected a 1-for-27
reverse split of its Common Stock; issued approximately 2,245,400
shares of its Common Stock, after giving effect to the reverse
split, in exchange for the entire $10,000,000 principal amount
outstanding of the Debentures; and redeemed the entire $7,700,000
principal amount outstanding of the Senior Notes with the
proceeds of an advance under the Credit Agreement. Consummation
of the restructuring cured all defaults with respect to the
Debentures and the Senior Notes.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description Page Number or
Method of Filing
2.1.1 Form of Standstill Agreement Incorporated by
dated July 8, 1996 among the reference to
Registrant and the holders of Exhibit 2.1.1 to
the Registrant's 12% Senior the Company's
Secured Notes due 1997 who are Registration
signatories thereto. Statement on Form
S-4 (File No. 333-
08065), filed on
July 12, 1996.
2.1.2 Form of Standstill Agreement Incorporated by
dated July 11, 1996 among the reference to
Registrant and the holders of Exhibit 2.1.2 to
the Registrant's 12% Senior the Company's
Secured Notes due 1997 who are Annual Report on
signatories thereto. Form 10-K for the
fiscal year ended
May 31, 1996, as
amended (the "1996
Form 10-K").
11
<PAGE>
2.2 Form of Warrant Agreement Incorporated by
Amendment No. 1, dated as of reference to
July 9, 1996, among the Exhibit 2.2 to the
Registrant and the holders of Company's
the Warrants, dated July 17, Registration
1992, who are signatories Statement on Form
thereto. S-4 (File No. 333-
08065), filed on
July 12, 1996.
2.3 Letter, dated June 7, 1996, Incorporated by
from BNY Financial Corporation reference to
to the Registrant with Exhibit 2.3 to the
attached Term Sheet. Company's
Registration
Statement on Form
S-4 (File No. 333-
08065), filed on
July 12, 1996.
2.4 Credit Agreement between BNY Incorporated by
Financial Corporation and the reference to
Registrant. Exhibit 2.4 to the
1996 Form 10-K.
3.1 Amended and Restated Incorporated by
Certificate of Incorporation reference to
of the Registrant. Exhibit 3.1 to the
1996 Form 10-K.
3.2 Restated and Amended Bylaws of Incorporated by
the Registrant, as amended. reference to
Exhibit 3.2 to the
1996 Form 10-K.
4.1 Specimen Common Stock Incorporated by
Certificate. reference to
Exhibit 4.1 to the
1996 Form 10-K.
4.2 Form of Warrant issued to Incorporated by
holders of Senior Notes. reference to
Exhibit 4-A to the
Company's Form 8-K
dated July 17,
1992 (the "July
1992 Form 8-K").
4.3 Form of 8% Convertible Incorporated by
Subordinated Debentures due reference to
August 31, 2003. Exhibit 4.3 to the
1993 Form 10-K.
12
<PAGE>
4.4 Form of 12% Senior Secured Incorporated by
Notes. reference to
Exhibit 4.4 to the
Company's
Registration
Statement on Form
S-4 (File No. 333-
08065), filed on
July 12, 1996.
10.1.1 Employment Agreement, dated as Incorporated by
of December 1, 1995, between reference to
the Registrant and Alexius A. Exhibit 10.1.1 to
Dyer III, as amended on the 1996 Form
October 3, 1996. 10-K.
10.1.2 Employment Agreement, dated as Incorporated by
of October 3, 1996, between reference to
the Registrant and George Exhibit 10.1.2 to
Murnane III. the 1996 Form
10-K.
10.2.1 1996 Long-Term Incentive and Incorporated by
Share Award Plan. reference to
Appendix B to the
Proxy
Statement/Prospect
us included in the
Company's
Registration
Statement on Form
S-4 (File No.
333-08065).
10.2.2 401(k) Plan. Incorporated by
reference to
Exhibit 10-H to
the Company's
Annual Report on
Form 10-K for the
fiscal year ended
May 31, 1992 (the
"1992 Form 10-K").
10.2.3 Bonus Plan. Incorporated by
reference to
Exhibit 10.2.4 to
the 1992 Form 10-
K.
10.2.4 Cafeteria Plan. Incorporated by
reference to
Exhibit 10.2.5 of
the 1993 Form 10-
K.
13
<PAGE>
10.2.5 Form of Option Certificate Incorporated by
(Employee Non-Qualified Stock reference to
Option). Exhibit 10.2.5 to
the 1996 Form
10-K.
10.2.6 Form of Option Certificate Incorporated by
(Director Non-Qualified Stock reference to
Option). Exhibit 10.2.6 to
the 1996 Form
10-K.
10.2.7 Form of Option Certificate Incorporated by
(Incentive Stock Option). reference to
Exhibit 10.2.7 to
the 1996 Form
10-K.
10.3.1 Form of Securities Purchase Incorporated by
Agreement dated as of July 17, reference to
1992 among Registrant and the Exhibit 10-A to
Purchasers listed therein, as the Registrant's
amended. July 1992 Form 8-
K.
10.3.2 Consent, Amendment and Waiver Incorporated by
dated as of September 8, 1993 reference to
among Registrant and the Exhibit 10.9.2 to
parties listed therein. the 1993 Form 10-
K.
10.4 Representative Indemnity Incorporated by
Agreement between Registrant reference to
and its Directors and Exhibit 10.12 to
Executive Officers. the 1993 Form 10-
K.
10.5.1 Securities Purchase Agreement Incorporated by
dated as of September 8, 1993 reference to
among Registrant and the Exhibit 10.13 to
Purchasers listed therein. the 1993 Form 10-
K.
10.6 Form of Registration Rights Incorporated by
Agreement dated as of reference to
September 8, 1993, among Exhibit 10.14 to
Registrant and the Purchasers the 1993 Form 10-
listed therein. K.
10.7 Settlement Stipulation, dated Incorporated by
January 31, 1995, among Admark reference to
International, Ltd., Plaintiff Exhibit 10.7.3 to
and Norville Trading Company the Company's
Ltd., International Airline Annual Report in
Support Group, Inc., and Form 10-K for the
Richard R. Wellman, fiscal year ended
Defendants. May 31, 1995 (the
"1995 Form 10-K").
14
<PAGE>
10.8 Purchase Agreement, dated Incorporated by
January 1995, among reference to
International Airline Support Exhibit 10.1 to
Group, Inc., Richard R. the Company's
Wellman, Lynda Wellman, and Form 10-Q/A for
Custom Air Holdings, Inc., the quarter ended
including as an exhibit the August 31, 1994.
"General Proxy" executed by
Richard R. Wellman and Lynda
Wellman.
10.10 Assignment and Assumption Incorporated by
Agreement, dated January 31, reference to
1995, between International Exhibit 10.2 to
Airline Service Center, Inc. the Registrant's
and Express One International, Form 10-Q/A for
Inc. the quarter ended
August 31, 1994.
10.11 Notice of Payment Blockage, Incorporated by
dated May 25, 1995. reference to
Exhibit 10.11 to
the 1995 Form 10-
K.
10.12 Form of Engagement Letter Incorporated by
dated February 16, 1996, reference to
between the Registrant and Exhibit 10.12 to
Kirkland Messina, Inc. (filed the Company's
herewith). Registration
Statement on Form
S-4 (File No. 333-
08065), filed on
July 12, 1996.
10.13 Form of Depositary Agreement Incorporated by
between the Registrant and reference to
First Union National Bank of Exhibit 10.13 to
North Carolina. the 1996 Form
10-K.
10.14 Commission Agreement dated Incorporated by
December 1, 1995 between the reference to
Registrant and J.M. Exhibit 10.14 to
Associates, Inc. the 1996 Form
10-K.
10.15 Aircraft Parts Purchase Incorporated by
Agreement, dated May 16, 1996, reference to
between Paxford Int'l, Inc. Exhibit 10.15 to
and the Registrant. the Company's
Registration
Statement on Form
S-4 (File No. 333-
08065).
11 Statement regarding Incorporated by
computation of per share reference to
earnings. Exhibit 11 to the
1996 Form 10-K.
21 Subsidiaries. Incorporated by
reference to
Exhibit 21 to the
1996 Form 10-K.
27 Financial Data Schedule. Page no. 18.
99.1 Form of Consent and Letter of Incorporated by
Transmittal for the reference to
Registrant's 8% Convertible Exhibit 99.1 to
Subordinated Debentures due the Company's
August 31, 2003. Registration
Statement on Form
S-4 (File No. 333-
08065).
99.2 Form of Notice of Guaranteed Incorporated by
Delivery for the Registrant's reference to
8% Convertible Subordinated Exhibit 99.2 to
Debentures due August 31, the Company's
2003. Registration
Statement on Form
S-4 (File No. 333-
08065).
99.3 Form of Proxy with respect to Incorporated by
the solicitation of the reference to
holders of the Registrant's Exhibit 99.3 to
Common Stock. the Company's
Registration
Statement on Form
S-4 (File No. 333-
08065).
16
<PAGE>
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on
July 12, 1996. The date of the report was July
12, 1996. The report was with respect to Item 5.
17
<PAGE>
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 report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Registrant)
/s/George Murnane III
George Murnane III Date: 10/15/96
Executive Vice President and
Chief Financial Officer
18
<PAGE>
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<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> AUG-31-1996
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0
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