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 November 30, 1997 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
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
---------------------------------------------------
DELAWARE 59-2223025
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1954 AIRPORT ROAD, SUITE 200, ATLANTA, GA 30341
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 455-7575
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 January 15, 1997 was 2,463,095.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
--------
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
May 31, 1997 and November 30, 1997 3
Condensed Consolidated Statements of Earnings
for the Three Months and Six Months
Ended November 30,1996 and 1997 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended November 30, 1996 and 1997 5
Notes to Condensed Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition 8
Part II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote 12
of Security Holders
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
FORM 10-Q
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
November 30,
May 31, 1997
1997* (unaudited)
------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 465,725 $ 361,250
Accounts receivable, net of allowance for doubtful
accounts of approximately $610,000 at May 31, 1997
and $683,000 at November 30, 1997 1,354,030 1,581,171
Inventories 12,000,284 14,481,046
Deferred tax benefit - current, net of valuation
allowance of $772,000 at May 31, 1997 and
November 30, 1997 - -
Other current assets 98,285 221,293
---------- ----------
Total current assets 13,918,324 16,644,760
Property and equipment
Aircraft and engines held for lease 6,914,458 7,562,954
Leasehold improvements 21,567 45,929
Machinery and equipment 908,590 918,186
--------- ---------
7,844,615 8,527,069
Accumulated depreciation 1,186,444 1,590,085
--------- ---------
Property and equipment, net 6,658,171 6,936,984
Other assets
Deferred debt costs, net 638,012 672,353
Deferred tax benefit, net of valuation allowance of
$1,814,000 at May 31, 1997 and $1,389,000 at
November 30, 1997 72,663 497,663
--------- ---------
Total other assets 710,675 1,170,016
---------- ----------
$ 21,287,170 $ 24,751,760
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term obligations $ 1,542,488 $ 1,578,648
Accounts payable 642,950 320,951
Accrued expenses 2,234,350 2,281,222
--------- ---------
Total current liabilities 4,419,788 4,180,821
Long-term obligations, less current maturities 12,207,113 13,811,852
Stockholders' equity
Preferred stock - $.001 par value; authorized
2,000,000 shares; 0 shares outstanding at
May 31, 1997 and November 30, 1997. - -
Common stock - $.001 par value; authorized
20,000,000 shares; issued and outstanding 2,395,095
shares at May 31, 1997 and 2,463,095 shares at
November 30, 1997. 2,395 2,463
Additional paid-in capital 13,003,686 13,204,743
Accumulated deficit (8,345,812) (6,448,119)
--------- ---------
Total stockholders' equity 4,660,269 6,759,087
--------- ---------
$ 21,287,170 $ 24,751,760
============ ============
</TABLE>
*Condensed from audited Financial Statements
<PAGE>
FORM 10-Q
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30 November 30,
1996 1997 1996 1997
-------- --------- -------- ----------
<S> <C> <C> <C> <C>
Revenues
Net sales $ 4,803,439 $ 5,491,639 $ 8,842,111 $ 10,432,609
Lease revenue 173,333 600,621 293,333 1,226,678
-------- --------- --------- ----------
Total revenues 4,976,772 6,092,260 9,135,444 11,659,287
Cost of sales 2,900,873 3,571,232 5,218,014 6,711,252
Selling, general and administrative
expenses 820,304 1,041,359 1,654,958 2,077,808
Provision for (recovery of) doubtful
accounts 50,282 46,678 91,440 (852)
Depreciation and amortization 252,326 266,569 418,138 520,313
-------- --------- --------- ----------
Total operating costs 4,023,785 4,925,838 7,382,550 9,308,521
-------- --------- --------- ----------
Earnings from operations 952,987 1,166,422 1,752,894 2,350,766
Interest expense 417,314 477,781 906,193 891,080
Interest and other income (10,046) (11,312) (43,086) (13,006)
-------- --------- --------- ----------
Earnings before income taxes 545,719 699,953 889,787 1,472,692
Provision for (benefit from) income
taxes 14,799 (212,500) 14,799 (424,999)
-------- --------- --------- ----------
Net earnings before extraordinary
loss on debt restructuring 530,920 912,453 874,988 1,897,691
Extraordinary loss on debt
restructuring (530,596) - (530,596) -
-------- --------- --------- ----------
Net earnings $ 324 $ 912,453 $ 344,392 $ 1,897,691
======== ======== ======== =========
Per share data:
Earnings per common and common
equivalent share before loss on
debt restructuring $ 0.32 $ 0.32 $ 0.97 $ 0.68
Extraordinary loss on debt
restructuring (0.32) - (0.59) -
-------- --------- -------- ---------
Earnings per share $ 0.00 $ 0.32 $ 0.38 $ 0.68
======== ========= ======== ==========
Weighted average shares
outstanding used in calculation 1,646,628 2,862,900 898,162 2,796,080
========= ========= ======= =========
</TABLE>
<PAGE>
FORM 10-Q
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months ended
November 30,
1996 1997
-------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 344,392 $ 1,897,693
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 418,138 520,313
Provision for (recovery of) doubtful accounts 91,440 (852)
Changes in assets and liabilities 530,815 (3,647,890)
-------- -----------
Total adjustments 1,040,393 (3,128,429)
Net cash provided by (used in)
operating activities 1,384,785 (1,230,736)
Cash flows from investing activities:
Capital equipment additions (35,457) (33,958)
Additions to aircraft and engines held for lease - (648,496)
-------- -----------
Net cash used in investing activities (35,457) (682,454)
Cash flows from financing activities:
Borrowings/(repayments) of debt obligations (505,553) 1,645,901
Issuance of common stock - 201,125
Payment of restructuring costs (1,161,081) -
Payment of offering costs - (38,311)
-------- -----------
Net cash provided by (used in)
financing activities (1,666,634) 1,808,715
Net decrease in cash (317,306) (104,475)
Cash at beginning of period 940,274 465,725
-------- -----------
Cash at end of period $ 622,968 $ 361,250
=========== ==========
</TABLE>
<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. and
Subsidiary's condensed consolidated balance sheets as of May 31,
1997 and November 30, 1997, the condensed consolidated statements of
earnings for the three and six months ended November 30, 1996 and
1997, and the condensed consolidated statements of cash flows for
the six months ended November 30, 1996 and 1997.
The accounting policies followed by the Company are described
in the May 31, 1997 financial statements.
The results of operations for the three and six months ended
November 30, 1997 are not necessarily indicative of the results to
be expected for the full year.
2. Inventories consisted of the following:
MAY 31,1997 NOVEMBER 30,1997
Aircraft parts $11,113,867 $ 9,735,848
Aircraft and Engines
available for sale 886,417 4,745,198
----------- -----------
$12,000,284 $14,481,046
=========== ===========
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 and related accrued interest of its 8%
Convertible Debentures due November 30, 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 financial statements have been restated
to reflect the reverse split.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Earnings Per Share
The Company's earnings per share for the three and six months
ended November 30, 1997 were calculated using the modified treasury
stock method. This method was used because the number of shares of
common stock issuable on exercise of stock options, in the
aggregate, exceeded 20 percent of the number of shares of common
stock outstanding as of November 30, 1997.
In 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share", which changes the method for reporting Earnings Per Share.
The statement is effective for financial statement periods ending
after December 15, 1997. The Company has not yet determined the
impact, if any, of adopting the new standard.
5. Credit Facility
On October 3, 1996, the Company entered into the Credit
Agreement, which provided for a $3 million term loan and up to an
$11 million revolving credit. The Credit Agreement was amended to
create new term loan facilities totaling $6.85 million
(collectively referred to as the "Credit Facility") and increasing
the revolving credit to $13 million. 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.
6. Supplemental Cash Flow Disclosures:
Cash payments for interest were $712,000 and $758,000 for
the six months ended November 30, 1996 and November 30, 1997,
respectively. Cash and cash equivalents include $217,350 of
restricted cash at November 30, 1997. Restricted cash includes
customer receipts deposited into the Company's lockbox account,
which are applied the next business day against the outstanding
amount of the Credit Facility, and customer deposits on aircraft
and engines leases.
7. Secondary Offering
On January 13, 1998, the Company decided not to proceed with
its proposed offering of 1,750,000 shares of Common Stock due to
unfavorable market conditions.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS 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 the sale of aircraft and engines) for the
three and six months ended November 30, 1997 were $4.7 million and
$8.9 million, respectively, compared to $4.8 million and $8.8
million, respectively, during the three and six months ended
November 30, 1996. Aircraft sales were $667,000 for both the three
and six months ended November 30, 1997. Engine sales were $138,000
and $913,000, respectively, during the three and six months ended
November 30, 1997. No sales of aircraft or engines occurred during
the three or six months ended November 30, 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
increased to $601,000 and $1.2 million during the three and six
months ended November 30, 1997, respectively, compared to $173,000
and $293,000, during the three and six months ended November 30,
1996, respectively. The increase in lease revenues was attributable
primarily to the lease of three B-727 aircraft during the fourth
quarter of fiscal 1997. Total revenue, aided by the increase in
aircraft and engine sales and an increase in lease revenue,
increased from $5.0 million and $9.1 million, respectively, for the
three and six months ended November 30, 1996, to $6.1 million and
$11.7 million, respectively, for the three and six months ended
November 30, 1997, a net increase of 22% and 29%, respectively, for
the three and six months ended November 30, 1997 compared to the
three and six months ended November 30, 1996.
COST OF SALES
Cost of sales increased 24% from $2.9 million during the three
months ended November 30, 1996 to $3.6 million during the three
months ended November 30, 1997, primarily as a result of increased
aircraft and engine sales. Cost of sales increased 29% from $5.2
million during the six months ended November 30, 1996 to $6.7
million during the six months ended November 30, 1997, primarily as
a result of higher revenue. As a percentage of total revenues, cost
of sales for the three and six months ended November 30, 1996 was
58.3% and 57.1%, respectively, compared to 58.6% and 57.6% during
the three and six months ended November 30, 1997, respectively.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased from
$820,000 and $1.7 million during the three and six months ended
November 30, 1996, respectively, to $1.0 million and $2.1 million
during the three and six months ended November 30, 1997,
respectively. These increases are due, in part, to higher levels of
insurance costs, American Stock Exchange and investor relations
fees, legal expenses, rent and certain relocation expenses
associated with the move of the Company's warehouse, and
compensation associated with increased sales. Selling, general, and
administrative costs as a percentage of total revenue were 21.9% and
17.8%, respectively, for the three and six months ended November 30,
1997 compared to 17.5% and 35.1%, respectively, for the three and
six months ended November 30, 1996.
PROVISION FOR (RECOVERY OF) DOUBTFUL ACCOUNTS
For the three and six months ended November 30, 1997, the
Company had a provision for (recovery of) doubtful accounts of
$47,000 and ($852), respectively, compared to a provision for
doubtful accounts of $50,000 and $91,000, respectively, for the
three and six months ended November 30, 1996. This decrease in
expense for the six month period was primarily related to the
recovery of a certain doubtful account during the first quarter of
fiscal 1998.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization for the three and six months
ended November 30, 1996 totaled $252,000 and $418,000, respectively,
compared to $266,000 and $520,000, respectively, for the three and
six months ended November 30, 1997, respectively. The increase in
depreciation and amortization was due primarily to the acquisition
of three B-727-100 aircraft during the fourth quarter of fiscal
1997, while being partially offset by the sale of the Company's
previous headquarters during the third quarter of fiscal 1997.
INTEREST EXPENSE
Interest expense for the three and six months ended November 30,
1996 was $417,000 and $906,000, respectively, compared to $478,000
and $891,000 for the three and six months ended November 30, 1997,
respectively. The increase in interest expense for the three months
ended November 30, 1997 was due to a net increase in total debt
outstanding during this period from $7.6 million at November 30,
1996 to $15.4 million at November 30, 1997.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
INCOME TAXES
The Company's tax benefits (and related estimated tax rate)
result from 1) the utilization of its net operating loss
carryforward to eliminate the current tax that would otherwise be
payable and 2) the Company's reduction in the valuation allowance
applied against its deferred tax assets. The Company has reduced
the valuation allowance by $212,500 and $424,999, respectively, for
the three and six months ended November 30, 1997, as a result of its
continuing profitability. Subject to its continuing profitability,
the Company expects to further reduce the valuation allowance in the
future.
The Company recorded an income tax provision of $14,799 during
the three and six months ended November 30, 1996.
LOSS ON DEBT RESTRUCTURING
In connection with the Restructuring as described in Note 3 of
Notes to Condensed Consolidated Financial Statements, the Company
recorded an extraordinary loss of $530,596 relating to the exchange
of the Debentures for the three and six months ended November 30,
1996.
LIQUIDITY AND CAPITAL RESOURCES
Since the Restructuring, the Company's principal sources of
liquidity have been cash from operations and borrowings under its
Credit Agreement with BNY Financial Corporation ("BNY Financial").
The Credit Agreement entered into by the Company in connection
with the Restructuring provided for a $3 million term loan and up to
an $11 million revolving credit. The Credit Agreement has been
amended to create new term loan facilities totaling $6.85 million
(collectively referred to as the "Credit Facility") and to increase
the revolving credit to $13 million. The revolving credit facility
matures in October 2001 and the term loans mature between March 2000
and October 2001. The interest rate under the Credit Facility on
both the term loan and the revolving credit facility is the lender's
base rate plus 2%. The Company is currently in negotiations with
BNY Financial to, among other things, reduce the rate of interest
charged on its borrowings. 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.
Net cash provided by (used in) operating activities for the six
months ended November 30, 1997 and November 30, 1996 were
($3,128,000) and $1,040,394, respectively. The increase in cash
used by operating activities was due, in part, to an increase in
aircraft and engines held for sale, primarily due to the acquisition
of two DC-9-51 aircraft during the three months ended November 30,
1997.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
Net cash provided by financing activities for six months ended
November 30, 1997 amounted to $1,808,715. This was the result of a
net increase in debt obligations of $1,646,000 due to the borrowing
of $4.0 million for the acquisition of two DC-9-51 aircraft during
the three months ended November 30, 1997, offset by the partial
repayment of other term loans and the revolving credit.
At January 13, 1998, the Company was permitted to borrow up to
an additional $4.8 million pursuant to the Credit Facility. The
Company believes that amounts available to be borrowed pursuant to
the Credit Agreement, together with its working capital will be
sufficient to meet the requirements of the Company's business for
the foreseeable future. The Company does not have any material
planned capital expenditures for the remainder of fiscal 1998 that
would significantly impact its liquidity and capital resources.
<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
Prior to the Restructuring, 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, 1997, 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company submitted the matters described below to a vote of
the holders of its Common Stock at an annual meeting of its
stockholders held on September 22, 1997:
ELECTION OF DIRECTORS:
A board of four directors was elected at the annual meeting.
Messrs. Alexius A. Dyer III and George Murnane III were elected for
terms expiring at the annual meeting of the Company to be held in
2000. Messrs. Kyle R. Kirkland and E. James Mueller were elected for
terms expiring at the annual meeting of the Company to be held in
1999.
The following table sets forth certain information regarding the
votes cast by the holders of the Company's Common Stock with respect
to the election of directors.
<TABLE>
<CAPTION>
Total Abstentions and
Broker Non-votes
Director Votes For Votes Withheld
<S> <C> <C> <C>
Dyer 2,364,314 2,190 28,591
Murnane 2,364,314 2,190 28,591
Kirkland 2,364,314 2,190 28,591
Mueller 2,364,314 2,190 28,591
</TABLE>
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
APPROVAL OF AMENDMENT TO PLAN:
The Company's stockholders approved an amendment to the
Company's 1996 Long Term Incentive and Share Award Plan to increase
by 115,000 the number of shares available for grant under the Plan.
The Company's stockholders cast 2,317,452 votes in favor of the
amendment and 40,975 votes against the amendment. There were 8,077
abstentions and broker non-votes.
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO MAKE SECTION
203 APPLICABLE:
The Company's stockholders approved an amendment to the
Company's Amended and Restated Certificate of Incorporation to make
the provisions of Section 203 of the Delaware General Corporation Law
applicable to the Company. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with
an "interested stockholder" unless certain requirements are
satisfied. The Company's stockholders cast 1,599,414 votes in favor
of the amendment and 185,113 votes against the amendment. There were
799 abstentions and broker non-votes.
CLASSIFIED BOARD AMENDMENT:
The Company's stockholders approved an amendment to the
Company's Amended and Restated Certificate of Incorporation to
provide for three classes of directors with staggered terms of up to
three years such that approximately one-third of the Board stands for
election each year. The Company's stockholders cast 1,255,256 votes
in favor of the amendment and 529,848 votes against the amendment.
There were 222 abstentions and broker non-votes.
RATIFICATION OF AUDITORS:
The Company's stockholders ratified the appointment of Grant
Thornton, LLP to serve as the Company's independent auditors for the
fiscal year ended May 31, 1998. The Company's stockholders cast
2,365,740 votes in favor of ratification and 379 votes against
ratification. There were 385 abstentions and broker non-votes.
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Exhibit
NUMBER DESCRIPTION PAGE NUMBER OR METHOD
OF FILING
<S> <C> <C> <C>
2.4 Credit Agreement between BNY Incorporated by
Financial Corporation and the reference to Exhibit
Registrant. 2.4 to the Company's
Annual Report on Form
10-K for the fiscal
year ended May 31,
1997, as amended (the
"1997 Form 10-K").
2.4.1 First Amendment, Waiver and Incorporated by
Agreement, dated as of March 24, reference to Exhibit
1997, between BNY Financial 2.4.1 to the Company's
Corporation and the Registrant. Registration Statement
on Form S-1 (File 333-
40613) filed on
November 20, 1997.
2.4.2 Second Amendment and Agreement, Incorporated by
dated as of September 9, 1997, reference to Exhibit
between BNY Financial Corporation 2.4.2 to the Company's
and the Registrant. Registration Statement
on Form S-1 (File 333-
40613) filed on
November 20, 1997.
2.4.3 Third Amendment and Agreement, Incorporated by
dated as of October 15, 1997, reference to Exhibit
between BNY Financial Corporation 2.4.3 to the Company's
and the Registrant. Registration Statement
on Form S-1 (File 333-
40613) filed on
November 20, 1997.
3.1 Amended and Restated Certificate Incorporated by
of Incorporation of the reference to Exhibit
Registrant. 3.1 to the 1997 Form
10-K.
3.1.1 Amendment to Amended and Restated Incorporated by
Certificate of Incorporation of reference to Exhibit
the Registrant. 3.1.1 to the Company's
Registration Statement
on Form S-1 (File No.
333-40613) filed on
November 20, 1997.
4.1 Specimen Common Stock Incorporated by
Certificates. reference to Exhibit
4.1 to the 1997 Form
10-K.
10.1.1 Employment Agreement, dated as of Incorporated by
December 1, 1996, between the reference to Exhibit
Registrant and Alexius A. Dyer 10.1.1 to the 1997 Form
III, as amended on October 3, 10-K.
1997.
10.1.2 Employment Agreement, dated as of Incorporated by
October 3, 1997, between the reference to Exhibit
Registrant and George Murnane 10.1.2 to the 1997 Form
III. 10-K.
10.2.1 1996 Long-Term Incentive and Incorporated by
Share Award Plan. reference to Appendix B
to the Proxy Statement/
Prospectus included in
the Company's
Registration Statement
on Form S-4 (File No.
333-08065).
10.2.5 Form of Option Certificate Incorporated by
(Employee Non-Qualified Stock reference to Exhibit
Option). 10.2.5 to the 1997 Form
10-K.
10.2.6 Form of Option Certificate Incorporated by
(Director Non-Qualified Stock reference to Exhibit
Option). 10.2.6 to the 1997 Form
10-K.
10.2.7 Form of Option Certificate Incorporated by
(Incentive Stock Option). reference to Exhibit
10.2.7 to the 1997 Form
10-K.
10.14 Commission Agreement dated Incorporated by
December 1, 1996 between the reference to Exhibit
Registrant and J.M. Associates, 10.14 to the 1997 Form
Inc. 10-K.
10.15 Aircraft Parts Purchase Incorporated by
Agreement, dated May 16, 1997, reference to Exhibit
between Paxford Int'l, Inc. and 10.15 to the Company's
the Registrant. Registration Statement
on Form S-4 (File No.
333-08065).
10.16 Contract for Sale and Purchase Incorporated by
dated January 31, 1997, between reference to Exhibit
the Registrant and American 10.16 to the Company's
Connector Corporation. 1997 Form 10-K.
10.17 Office Lease Agreement dated Incorporated by
January 31, 1997 between the reference to Exhibit
Registrant and Globe Corporate 10.17 to the Company's
Center. 1997 Form 10-K.
10.18 Lease Agreement dated March 31, Incorporated by
1997, between the Registrant and reference to Exhibit
Port 95-4, Ltd. 10.18 to the Company's
1997 Form 10-K.
11 Statement regarding computation Incorporated by
of per share earnings. reference to Exhibit 11
to the 1997 Form 10-K.
21 Subsidiaries. Incorporated by
reference to Exhibit 21
to the 1997 Form 10-K.
Page no. 19
27 Financial Data Schedule.
</TABLE>
(b) REPORTS ON FORM 8-K
None
<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 JANUARY 15, 1997
George Murnane III Date
Executive Vice President and
Chief Financial Officer
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<PERIOD-END> Nov-30-1997
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