INTERNATIONAL AIRLINE SUPPORT GROUP INC
10-Q, 1998-10-15
MACHINERY, EQUIPMENT & SUPPLIES
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                   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, 1998  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)

      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
     October 15, 1998 was 2,569,167.
<PAGE>

                                                                    FORM 10-Q
         INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY
                                   
                                    INDEX
                                                                      PAGE NO.
                                                                     --------
Part I   FINANCIAL INFORMATION  
         Item  1.    Financial  Statements
  
         Condensed Consolidated Balance Sheets                               3
          May 31, 1997 and August 31, 1998 

         Condensed Consolidated Statements of Earnings                       4
           Three Months Ended August 31, 1997 and August 1998

         Condensed Consolidated Statements of Cash Flows                     5
           Three  Months  Ended  August  31,  1997 and August 31, 1998

         Notes to Condensed Consolidated Financial Statements                6

         Item 2.   Management's Discussion and Analysis
           of Financial Condition and Results of Operations                  8  
    
Part II  OTHER INFORMATION
         
         Item 1.   Legal Proceedings                                        12
   
         Item 6.   Exhibits and Reports on Form 8-K                         12

                                    2
<PAGE>


                                                                      FORM 10-Q
           INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                        August 31,
                                                          May 31,         1998
                                                          1998*        (UNAUDITED)
                                                       ----------      ---------- 
<S>                                                    <C>             <C>
Current assets
  Cash and cash equivalents                            $  438,403       $ 347,584
  Accounts receivable, net of allowance for doubtful 
    accounts of approximately $514,000 at May 31, 1998
    and $554,000 at August 31, 1998                     1,179,760       1,947,828
  Inventories                                          11,744,924      13,779,519
  Deferred tax benefit - current                        1,202,345       1,202,345
  Other current assets                                    194,618         722,984
                                                       ----------      ---------- 
         Total current assets                          14,760,050      18,000,260

Investments                                                92,194          81,950

Property and equipment
  Aircraft and engines held for lease                   7,347,954       7,170,854
  Leasehold improvements                                   65,881          63,435
  Machinery and equipment                                 931,092         939,218
                                                       ----------      ---------- 
                                                        8,344,927       8,173,507
  Accumulated depreciation                              1,969,138       2,178,688
                                                       ----------      ---------- 
     Property and equipment, net                        6,375,789       5,994,819

Other assets
  Deferred debt costs, net                                513,222         563,993
  Deferred tax benefit                                  1,760,565       1,489,839
  Deposits and other assets                               134,533       1,079,769
                                                       ----------      ---------- 
     Total other assets                                 2,408,320       3,133,601
                                                       ----------      ---------- 
                                                     $ 23,636,353    $ 27,210,630
                                                       ==========      ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Current maturities of long-term obligations         $ 1,351,805    $  1,621,668
  Accounts payable                                        247,982         787,834
  Accrued expenses                                      2,932,016       1,962,361
                                                       ----------      ---------- 
         Total current liabilities                      4,531,803       4,371,863

Long-term obligations, less current maturities          8,296,063      11,582,062

Commitments and contingencies

Stockholders' equity
  Preferred stock - $.001 par value; authorized
    2,000,000 shares; 0 shares outstanding at
    May 31, 1998 and August 31, 1998.                        -               -
  Common stock - $.001 par value; authorized 
    20,000,000 shares; issued and outstanding
    2,562,667 shares at May 31, 1998 and
    2,569,167 shares at August 31, 1998.                    2,562           2,569
  Additional paid-in capital                           13,511,610      13,528,354
  Unrealized loss on equity security                      (22,545)        (32,789)
  Accumulated deficit                                  (2,683,140)     (2,241,429)
                                                       ----------      ---------- 
         Total stockholders' equity                    10,808,487      11,256,705
                                                       ----------      ---------- 
                                                     $ 23,636,353    $ 27,210,630
                                                       ==========      ==========

</TABLE>
*Condensed from audited Financial Statements

The accompanying notes are an intergral part of these financial statements.
                                       
                                       3

<PAGE>

                                                                      FORM 10-Q

           INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                    August 31,      August 31,
                                                      1997            1998
                                                 ----------     -----------
<S>                                             <C>             <C>
Revenues
  Net sales                                    $  4,940,969     $ 4,788,384
  Lease and service revenue                         626,057         786,562
                                                 ----------     -----------
         Total revenues                           5,567,026       5,574,946

Cost of sales                                     3,140,020       3,256,923
Selling, general and administrative expenses      1,036,448       1,003,139
Provision (recovery) for doubtful accounts          (47,529)         39,745
Depreciation and amortization                       253,744         257,830
                                                 ----------     -----------
         Total operating costs                    4,382,683       4,557,637
                                                 ----------     -----------
         Earnings from operations                 1,184,343       1,017,309

Interest expense                                    413,300         310,489
Interest and other income                            (1,695)         (5,617)
                                                 ----------     -----------
         Earnings before income taxes               772,738         712,437

Provision for (benefit from) income taxes - current    -               -
Provision for (benefit from) income 
 taxes - deferred                                  (212,499)        270,726
                                                 ----------     -----------

         Net earnings                             $ 985,237       $ 441,711
                                                 ==========     ===========

Per share data:

  Earnings per share available for
    common stockholders - Basic                   $    0.41       $   0.17

  Weighted average number of common
    Stock outstanding - Basic                     2,405,361      2,563,874
                                                 ==========     ===========
  Earnings per share available for
    common stockholders - Diluted                 $    0.36      $    0.16

  Weighted average number of common
    Stock outstanding - Diluted                   2,759,800      2,820,264
                                                 ==========     ===========
</TABLE>

The accompanying notes are an intergral part of these financial statements.
                                       
                                       4
<PAGE>

                                                                      FORM 10-Q

           INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended
                                                    August 31,        August 31,
                                                       1997             1998
                                                   ---------         ---------
<S>                                                <C>             <C>
Cash flows from operating activities:
  Net earnings                                     $ 985,237         $ 441,711
  Adjustments to reconcile net earnings to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                   253,404           257,830
     Provision (recovery) for doubtful accounts      (47,529)           39,745
     (Increase) decrease in inventory              1,048,533        (2,034,595)
     Changes in other assets and liabilities      (1,191,598)       (1,570,591)
                                                   ---------         ---------

         Total adjustments                            62,810        (3,307,611)

         Net cash provided by (used in) 
          operating activities                     1,048,047        (2,865,900)

Cash flows from investing activities:
  Capital equipment additions                       (46,146)           (33,031)
  Proceeds from sale of engine held for lease          -               265,000
  Deposit on investment in joint venture (note 6)      -            (1,000,000)
                                                   ---------         ---------

         Net cash used in investing activities      (46,146)          (768,031)

Cash flows from financing activities:
  Net (decrease) increase in debt obligations    (1,382,661)         3,555,862
  Issuance of common stock                          134,250             14,250
                                                   ---------         ---------

         Net cash provided by (used in) 
          financing activities                   (1,248,411)         3,570,112
                                                   ---------         ---------

Net decrease in cash                               (246,510)           (63,819)
Cash and cash equivalents at beginning of period    465,725            438,403
                                                   ---------         ---------

Cash and cash equivalents at end of period        $ 219,215         $  374,584
                                                   ========            =======
</TABLE>


The accompanying notes are an integral part of these condensed financial
      statements.

                                    5
<PAGE>


      INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY

          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,
1998  and August 31, 1998, the condensed consolidated statements  of
earnings  for  the three months ended August 31, 1997 and August 31,
1998, and the condensed  consolidated  statements  of cash flows for
the three months ended August 31, 1997 and August 31, 1998.

     The accounting policies followed by the Company  are  described
in the May 31, 1998 financial statements.

     The results of operations for the three months ended August 31,
1998  are  not  necessarily indicative of the results to be expected
for the full year.

2.    Inventories consisted of the following:

                                    MAY 31,1998   AUGUST 31,1998
                                    -----------   --------------
      Aircraft parts                $11,294,924      $10,659,519
      Aircraft and Engines
         available for sale             450,000        3,120,000
                                    -----------      -----------
                                    $11,744,924      $13,779,519
                                    ===========      ===========

3.    Earnings Per Share:

     The Company's  basic  earnings  per  share  are  calculated  by
 dividing  Net  earnings  by the weighted average shares outstanding
 during the period.  The computation  of  diluted earnings per share
 includes  all  dilutive common stock equivalents  in  the  weighted
 average shares outstanding.

 Financial Accounting Standards Board (FASB) Statement 128 "Earnings
 Per Share" was adopted  by  the  Company  on  January  1,  1998 and
 requires  the  dual presentation of basic and diluted earnings  per
 share on the face of the statement of earnings.  The reconciliation
 between the computation is as follows:

   Three Months
   Ended        Net         Basic    Basic      Diluted   Diluted
   AUGUST 31,   EARNINGS    SHARES   EPS        SHARES    EPS
   ----------   ---------  --------- -----     ---------  -----
   1997         $ 985,237  2,405,361 $0.41     2,759,800  $0.36
   1998         $ 441,711  2,563,874 $0.17     2,820,264  $0.16

   Included in diluted  shares are common stock equivalents relating
 to stock options of 256,390  and 354,439 for the three months ended
 August 31, 1998 and 1997, respectively.

                                 6
<PAGE>

      INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY

          NOTES  TO  CONDENSED  CONSOLIDATED   FINANCIAL  STATEMENTS
                              (Unaudited)


 4.  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 on
 various occasions to create new term loan facilities totaling $6.85
 million (collectively referred  to  as  the  "Credit Facility") and
 increasing  the  revolving  credit  to  $14  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.


 5.  Supplemental Cash Flow Disclosures:

          Cash payments for interest  were $413,000 and $310,000 for
 the  three  months  ended  August 31, 1997  and  August  31,  1998,
 respectively.   Cash  and  cash  equivalents  include  $224,544  of
 restricted  cash  at August 31,  1998.   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.

1.   Joint Venture

          As  of  August  31,  1998, the Company had  a  deposit  of
 $1,000,000 relating to a planned 50% investment in a joint venture.
 On September 16, 1998, the Company  entered into this joint venture
 for  the  acquisition  of  20 DC-9-41H aircraft  from  Scandinavian
 Airlines System ("SAS").  The aircraft have been leased back to SAS
 and the leases have an average  term  of  39 months.  The Company's
 investment in the joint venture is approximately  $2  million.  The
 Company's joint venture partner is AirCorp, Inc., a privately  held
 company.   The  aircraft  were  financed through the joint venture,
 utilizing non-recourse debt to the  partners.   The  joint  venture
 will  be accounted for under the equity method and the leases  will
 be treated as operating leases.

                                    7
<PAGE>


      INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATION

    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  revenue  during  the  three  months ended August 31, 1998
remained unchanged compared to August 31, 1997 at $5.6 million.  Net
sales for the three months ended August 31,  1998  were $4.8 million
compared to $4.9 million for the three months ended August 31, 1997.
Net sales include parts sales as well as aircraft and  engine sales.
Aircraft  and  engine sales are unpredictable transactions  and  may
fluctuate significantly  from year to year, dependent, in part, upon
the  Company's ability to purchase  an  aircraft  or  engine  at  an
attractive  price  and resell it within a relatively brief period of
time, as well as the  overall  market  for used aircraft or engines.
Lease  and service revenue increased to $787,000  during  the  three
months ended  August  31, 1998 compared to $626,000 during the three
months ended August 31,  1997,  primarily  due  to  an  increase  in
service  revenue  which  was partially offset by a decrease in lease
revenue.


COST OF SALES

     Cost of sales increased  from  $3.1  million  during  the three
months ended August 31, 1997 to $3.3 million during the three months
ended  August 31, 1998.  As a percentage of total revenues, cost  of
sales for the three months ended August 31, 1998 was 58% compared to
56% for  the  three months ended August 31, 1997.  This increase was
due primarily to a higher cost of sales for engines during the three
months ended August 31, 1998.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general  and  administrative expenses was $1.0 million
for the three months ended August 31, 1998 and August 31, 1997.


PROVISION FOR (RECOVERY OF) DOUBTFUL ACCOUNTS

    For the three months ended August 31, 1998, the Company recorded
a provision for doubtful accounts of $39,745 compared to a credit to
the provision for doubtful accounts  of $47,529 for the three months
ended  August  31, 1997.  This increase  in  expense  was  primarily
related to the recovery  of  a  certain  doubtful account during the
first quarter of fiscal 1998 that had previously  been  written  off
and was in excess of the amount otherwise provisioned.

                                 8
<PAGE>

     INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY


DEPRECIATION AND AMORTIZATION

     Depreciation  and  amortization increased from $254,000 for the
three months ended August  31, 1997 to $258,000 for the three months
ended August 31, 1998.


INTEREST EXPENSE

     Interest expense for the three months ended August 31, 1997 was
$413,000 compared to $310,000  for the three months ended August 31,
1998.  This decrease in interest  expense  was due to a reduction in
the interest rate assessed to the Company (see Liquidity and Capital
Resources) and a lower average of total debt outstanding during this
period.


INCOME TAXES

     Income  taxes  have  been provided at the  Company's  estimated
effective tax rate of approximately  38%  for  fiscal  1999.  In the
prior  year,  the  Company recognized deferred tax benefits  as  the
realization of such  benefits  was determined to be more likely than
not  because  of  the  Company's  consistent   profitability.    The
realization of the tax benefits was accomplished through a reduction
in  the  valuation  allowance  that  had been previously established
against the Company's deferred tax assets.


NET EARNINGS

     Net earnings decreased from $985,000  for  the  first quarter of
fiscal  1998  to  $442,000  for  the  first  quarter of fiscal  1999,
primarily due to last year's benefit from income  taxes  of  $212,000
compared  to a provision for income taxes in fiscal 1999 of $271,000.
Income before  taxes  decreased  from $773,000 to $712,000.  Earnings
for the first quarter of fiscal 1999  were $0.16 per share - diluted,
based on 2,820,264 weighted average shares  outstanding,  compared to
earnings  for the first quarter of fiscal 1998 of $0.36 per  share  -
diluted, based  on 2,759,800 weighted average shares outstanding.  On
a pro forma basis,  adjusted  as  if  the  Company  had  been  a full
taxpayer  in  fiscal 1998, earnings per share - diluted for the first
quarter of fiscal 1998 would have been $0.17.



                                      9
<PAGE>

     INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY

LIQUIDITY AND CAPITAL RESOURCES

     The Credit  Agreement  originally entered into by the Company in
October of 1996 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  $14  million.   The revolving credit facility matures  in
October 2001 and the term loans mature between March 2000 and October
2001.  The interest rate that  the  Company is assessed is subject to
fluctuation and may change based upon  certain  financial  covenants.
As  of  October 15, 1998, the interest rate under the Credit Facility
was the lender's  base rate minus 0.25% (8.00%).  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.  The Company's
lender has approved a waiver  granting  permission for the Company to
enter into the joint venture as described in note 6 and repurchase up
to $1,000,000 of its common stock.

     Net  cash  provided by (used in) operating  activities  for  the
three  months  ended  August  31,  1998  and  August  31,  1997  were
($3,246,000) and  $63,000,  respectively.  The cash used in operating
activities  for  the three months  ended  August  31,  1998  was  due
primarily to an increase  in inventories of $2.0 million, an increase
in accounts receivables and  a  decrease  in  accounts payables.  The
cash provided by operating activities for three  months  ended August
31, 1997 was due, in part, to a decrease in inventory of $1,049,000.

     Net  cash  used  for  investing activities for the three  months
ended August 31, 1998 amounted  to  $768,031  compared to $46,146 for
the  three  months  ended  August 31, 1997.  The net  cash  used  for
investing activities for the  three  months ended August 31, 1998 was
primarily the result of a deposit on an investment in a joint venture
that  closed  subsequent  to the end of the  quarter  offset  by  the
proceeds from the sale of an engine that had been held for lease.

     Net cash provided by (used  in)  financing  activities for three
months  ended  August  31,  1998 amounted to $3,570,000  compared  to
($1,248,000) for the three months  ended  August  31,  1997.  The net
cash  provided  by  financing  activities for the three months  ended
August 31, 1998 was primarily the  result  of  a net increase in debt
obligations  of  $3.6  million dollars.  For the three  months  ended
August 31, 1997, the net  cash  used in financing activities resulted
primarily from a decrease in debt obligations of $1,383,000.

    At August 31, 1998, the Company  was permitted to borrow up to an
additional $3.9 million 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, 1998.


                               10
<PAGE>

     INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY

          As  of  August  31, 1998, the  Company  had  a  deposit  of
$1,000,000 relating to a planned  50%  investment in a joint venture.
On September 16, 1998, the Company entered  into  this  joint venture
for  the  acquisition  of  20  DC-9-41H  aircraft  from  Scandinavian
Airlines  System  ("SAS").   The  Company's  investment in the  joint
venture  is  approximately  $2  million  and  was  financed   through
additional  bank  borrowings under the Company's Credit Facility  and
the application of  the Company's portion of the first month's rental
income.   The aircraft  were  financed  through  the  joint  venture,
utilizing non-recourse debt to the partners.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June  1997,  the FASB issued Statement of Financial Accounting
Standard No. 130 (SFAS  130), "Reporting Comprehensive Income."  SFAS
130 establishes standards  for reporting and display of comprehensive
income  and  its  components in  financial  statements.   Differences
between net earnings  and comprehensive earnings for the three months
ended August 31, 1998 and  1997  were  insignificant  and, therefore,
have not been separately disclosed.

YEAR 2000 ISSUES

    The  Company  has  conducted  a  preliminary Year 2000 compliance
review of its major software and computer systems.  At this time, the
Company believes that its existing systems  are  Year 2000 compliant.
While  the  Company  is aggressively addressing the Year  2000  issue
internally, the compliance  of  third  parties with which the Company
has material relationships is presently  unknown  and  the failure of
third  parties  to  be  compliant  could potentially have an  adverse
effect on the Company's operations.   As  any  Year  2000  compliance
failure risk is specifically identified, appropriate action  will  be
taken to develop alternative contingency plans.


FORWARD LOOKING STATEMENTS

    This  Form 10-Q contains statements that may constitute "forward-
looking  statements"  within  the  meaning  of  Section  27A  of  the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act   of   1934,  as  amended.   Those  statements  include
statements regarding the  capital spending and future financing plans
of the Company and reflect the intent, belief or current expectations
of  the Company and members  of  its  management  team.   Prospective
investors  are cautioned that any such forward-looking statements are
not  guarantees   of   future   performance  and  involve  risks  and
uncertainties, and that actual results  may  differ  materially  from
those  contemplated  by such forward-looking statements.  The Company
undertakes  no  obligation   to   update  or  revise  forward-looking
statements  to  reflect  changed  assumptions,   the   occurrence  of
unanticipated  events  or  changes  to future operating results  over
time.

                                  11
<PAGE>


INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY


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 6. EXHIBITS AND REPORTS ON FORM 8-K

(b)       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, as amended.               2.4 to Amendment No. 2
                                                                      to the Company's
                                                                      Registration Statement
                                                                      on Form S-4 filed
                                                                      August 29, 1996 (File
                                                                      No. 333-08065).

             3.1                Amended and Restated Certificate      Incorporated by
                                of Incorporation of the               reference to Exhibit
                                Registrant.                           3.1 to the Company's
                                                                      Annual report on Form
                                                                      10-K for the fiscal
                                                                      year ended May 31, 1996
                                                                      (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 Certificate     Incorporated by
                                                                      reference to Exhibit
                                                                      4.1 to the 1996 Form
                                                                      10-K.
                                          12
<PAGE>

             10.1.1             Employment Agreement, dated as of     Incorporated by
                                December 1, 1995, between the         reference to Exhibit
                                Registrant and Alexius A. Dyer        10.1.1 to the to
                                III, as amended on October 3,         Amendment No. 2 to the
                                1996.                                 Company's Registration
                                                                      Statement on Form S-4
                                                                      filed August 29, 1996
                                                                      (File No. 333-08065).

             10.1.2             Employment Agreement, dated as of     Incorporated by
                                October 3, 1996, between the          reference to Exhibit
                                Registrant and George Murnane         10.1.2 to the Company's
                                III.                                  Quarterly Report for
                                                                      the quarter ended
                                                                      February 28, 1997.

             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) filed on
                                                                      July 12, 1996.

             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").
                                        13
<PAGE>


             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 Company's
                                                                      Annual report on Form
                                                                      10-K for the fiscal
                                                                      year ended May 31,
                                                                      1993.

             10.2.5             Form of Option Certificate            Incorporated by
                                (Employee Non-Qualified Stock         reference to Exhibit
                                Option).                              10.2.5 to the 1996 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 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.

             10.14              Commission Agreement dated            Incorporated by
                                December 1, 1995 between the          reference to Exhibit
                                Registrant and J.M. Associates,       10.14 to the 1996 Form
                                Inc.                                  10-K.

             10.15              Aircraft Parts Purchase               Incorporated by
                                Agreement, dated May 16, 1996,        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.

                                          14
<PAGE>

             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.

             27                 Financial Data Schedule               Page No. 17
</TABLE>

          (b) REPORTS ON FORM 8-K

          None

                                             15
<PAGE>


   INTERNATIONAL AIRLINE SUPPORT GROUP, INC.  AND SUBSIDIARY

                               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                        OCTOBER 15, 1998
- ----------------------------                 ----------------
George Murnane III                           Date
Executive Vice President and
Chief Financial Officer
  

                                     16
<PAGE>

<TABLE> <S> <C>
							
<ARTICLE> 5							
<PERIOD-TYPE>                	3-MOS
<FISCAL-YEAR-END>            May-31-1999
<PERIOD-END>                 Aug-31-1998
<CASH>                           347,584
<SECURITIES>                      81,950
<RECEIVABLES>                  2,501,828
<ALLOWANCES>                     554,000
<INVENTORY>                   13,779,519
<CURRENT-ASSETS>              18,000,260
<PP&E>                         8,173,507
<DEPRECIATION>                 2,178,688
<TOTAL-ASSETS>                27,210,630
<CURRENT-LIABILITIES>          4,371,863
<BONDS>                       11,582,062
<COMMON>                           2,569
                  0
                            0
<OTHER-SE>                    11,254,136
<TOTAL-LIABILITY-AND-EQUITY>  27,210,630
<SALES>                        4,788,384
<TOTAL-REVENUES>               5,574,946
<CGS>                          3,256,923
<TOTAL-COSTS>                  4,260,062
<OTHER-EXPENSES>                 257,830
<LOSS-PROVISION>                  39,745
<INTEREST-EXPENSE>               304,872
<INCOME-PRETAX>                  712,437
<INCOME-TAX>                     270,726
<INCOME-CONTINUING>                    0
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                     441,711
<EPS-PRIMARY>                       0.17
<EPS-DILUTED>                       0.16

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