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, 2000 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 59-2223205
---------------------------------- ------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1954 Airport Road, Suite 200, Atlanta, GA 30341
----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
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 6, 2000 was 2,190,198.
<PAGE>
FORM 10-QINTERNATIONAL AIRLINE
SUPPORT GROUP, INC. AND SUBSIDIARY
INDEX
Page No.
---------
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
May 31, 2000 and August 31, 2000
Condensed Consolidated Statements of Earnings 4
Three Months Ended August 31, 1999 and August 31, 2000
Condensed Consolidated Statements of Cash Flows 5
Three Months Ended August 31, 1999 and August 31, 2000
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Part II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
- 2 -
<PAGE>
FORM 10-Q
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
May 31, August 31
2000* 2000
------------ -----------
(unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 721,111 $ 535,528
Accounts receivable, net of allowance for
doubtful accounts of approximately $172,722
at May 31, 2000 and $211,043 at August 31, 2000 2,647,215 2,068,297
Inventories 12,807,512 11,364,196
Deferred tax benefit - current 1,053,888 1,053,888
Other current assets 583,626 241,897
------- -------
Total current assets 17,813,352 15,263,806
Property and equipment
Aircraft in operations 1,114,919 1,114,919
Aircraft and engines held for lease 12,832,298 12,098,001
Leasehold improvements 176,594 166,991
Machinery and equipment 1,074,576 1,114,499
--------- ---------
15,198,387 14,494,410
Accumulated depreciation 2,263,110 2,267,658
--------- ---------
Property and equipment, net 12,935,277 12,226,752
Other assets
Investment in joint venture 3,860,136 4,298,363
Deferred debt costs, net 228,066 190,636
Deferred tax benefit 345,883 298,938
Deposits and other assets - 11,424
-------- ------
Total other assets 4,434,085 4,799,361
--------- ---------
$ 35,182,714 $ 32,289,919
= ========== = ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term obligations $ 1,748,642 $ 1,320,288
Accounts payable 1,359,998 1,002,468
Accrued expenses 1,261,147 1,221,237
--------- ---------
Total current liabilities 4,369,787 3,543,993
Long-term obligations, less current maturities 18,345,079 16,208,194
Commitments and contingencies
Stockholders' equity
Preferred stock - $.001 par value; authorized
2,000,000 shares; 0 shares outstanding at
May 31, 2000 and August 31, 2000. - -
Common stock - $.001 par value; authorized
20,000,000 shares; issued and outstanding
2,661,723 shares at May 31, 2000 and
2,661,723 shares at August 31, 2000. 2,661 2,661
Additional paid-in capital 13,902,909 13,902,909
Retained earnings 527,769 597,653
Common stock held in treasury, at cost
471,525 shares at May 31, 2000 and
August 31, 2000 (1,965,491) (1,965,491)
----------- -----------
Total stockholders' equity 12,467,848 12,537,732
---------- ----------
$ 35,182,714 $ 32,289,919
= ========== = ==========
</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 SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
August 31, August 31,
1999 2000
------------ ----------
<S> <C> <C>
Revenues
Net sales $ 8,329,082 $ 6,180,196
Aircraft operations - 171,579
Lease and service revenue 669,431 418,395
------- -------
Total revenues 8,998,513 6,770,170
Cost of sales 6,118,332 5,012,238
Selling, general and administrative expenses 1,706,872 1,436,970
Depreciation and amortization 277,766 220,307
------- -------
Total operating costs 8,102,970 6,669,515
Equity in net earnings of
unconsolidated joint venture 401,065 521,869
------- -------
Earnings from operations 1,296,608 622,524
Interest expense 329,165 531,660
Interest and other income (3,942) (25,765)
------- --------
Earnings before income taxes 971,385 116,629
Provision for income taxes 374,189 46,945
------- ------
Net earnings $ 597,196 $ 69,684
= ======= = ======
Per share data:
Earnings per share available for
common stockholders - Basic $ 0.27 $ 0.03
Weighted average number of common
stock outstanding - Basic 2,187,361 2,190,198
========= =========
Earnings per share available for
common stockholders - Diluted $ 0.25 $ 0.03
Weighted average number of common
stock outstanding - Diluted 2,372,705 2,190,198
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed
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,
1999 2000
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 597,196 $ 69,684
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 277,766 220,307
Earnings of joint venture (401,065) (521,869)
Provision for doubtful accounts 47,914 38,321
Change in inventory (527,321) 1,443,316
Changes in other assets and liabilities 661,162 231,575
------- ---------
Total adjustments 58,456 1,411,650
Net cash provided by operating activities 655,652 1,481,334
Cash flows from investing activities:
Capital equipment additions (29,101) (30,320)
Aircraft and engine expenditures (7,375,000) -
Proceeds from sale of engine held for lease - 845,000
Distributions from unconsolidated joint venture 90,000 90,000
Investment in unconsolidated joint venture (22,409) (6,358)
-------- -------
Net cash (used in) provided by
investing activities (7,336,510) 898,322
Cash flows from financing activities:
Net increase (decrease) in debt obligations 7,315,906 (2,565,239)
Proceeds from exercise of employee stock options 10,708 -
Repurchase of common stock (28,542) -
-------- ---------
Net cash provided by (used in)
financing activities 7,298,072 (2,565,239)
--------- -----------
Net increase (decrease) in cash 617,214 (185,583)
Cash and cash equivalents at beginning of period 892,283 721,111
------- -------
Cash and cash equivalents at end of period $ 1,509,497 $ 535,528
= ========= = =======
</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. and Subsidiaries' condensed consolidated balance sheets as
of May 31, 2000 and August 31, 2000, the condensed consolidated statements of
earnings for the three months ended August 31, 1999 and August 31, 2000, and the
condensed consolidated statements of cash flows for the three months ended
August 31, 1999 and August 31, 2000.
The accounting policies followed by the Company are described in the May
31, 2000 financial statements.
The results of operations for the three months ended August 31, 2000 are not
necessarily indicative of the results to be expected for the full year.
2. Inventories consisted of the following:
May 31, 2000 August 31, 2000
------------ ---------------
Aircraft parts $ 7,382,143 $ 7,688,417
Aircraft and Engines
available for sale 5,425,369 3,675,779
--------- -----------
$12,807,512 $11,364,196
=========== ===========
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 computations is as follows:
Three Months
Ended Net Basic Basic Diluted Diluted
August 31, Earnings Shares EPS Shares EPS
----------- -------- ------ --- ------ ---
1999 $ 597,196 2,187,361 $0.27 2,372,705 $0.25
2000 $ 69,684 2,190,198 $0.03 2,190,198 $0.03
6
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Earnings Per Share: (continued)
Included in diluted shares are common stock equivalents relating to stock
options of 185,344 for the three months ended August 31, 1999.
Options to purchase 529,947 shares of common stock at exercise prices
ranging from $2.75 to $3.44 per share, which were outstanding during the three
months ended August 31, 2000, were not included in the computation of Diluted
EPS as of August 31, 2000 because the options' exercise prices were greater than
the average market price of the common stock during the period.
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 and to increase the revolving credit to $14 million (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.
5. Supplemental Cash Flow Disclosures:
Cash payments for interest were $329,000 and $532,000 for the three months
ended August 31, 1999 and August 31, 2000, respectively. Cash and cash
equivalents include $335,519 and $146,000 of restricted cash at May 31, 2000 and
August 31, 2000, respectively. 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.
6. Joint Venture
On September 16, 1998, the Company entered into a joint venture (the "Air41
Joint Venture") for the acquisition of 20 DC-9-41H aircraft from Scandinavian
Airlines System ("SAS"). The aircraft were leased back to SAS and the leases
had an average term of 39 months. The Company's original investment in the
Air41 Joint Venture was approximately $1.5 million. The Company's Air41 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 Air41 Joint Venture is accounted for under the equity method and the leases
are treated as operating leases.
7
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Joint Venture (continued)
Equity in Net Earnings of Unconsolidated Joint Venture for the first
quarter of fiscal 2001 was $522,000. Without the Company's share of Air 41's
earnings the Company would have had a pretax loss for the first quarter of
fiscal 2001. It should also be noted that substantially all of Air 41's cash
flow is pledged to service Air 41's indebtedness. Furthermore, although Air 41
was able to re-lease the first aircraft returned off-lease from SAS, additional
aircraft are scheduled to be returned to Air 41 beginning in November 2000.
There can be no assurance that any of these aircraft will be able to be
re-leased on as favorable terms, if at all. Should Air 41 be unable to re-lease
or sell these aircraft, the Company's stated operating income would be
significantly impaired.
The Company is exploring opportunities for the aircraft after the end of
the term of the leases with SAS. Such opportunities include re-leasing the
aircraft with SAS, leasing the aircraft to one or more different lessees,
selling the aircraft, parting out the aircraft, or directly placing the
aircraft into either passenger or cargo service, whereby the Company may have a
principal interest in an airline. At this time, the Company has no firm
commitment for the aircraft after the SAS leases expire.
7. Subsequent Events
During September 2000, the Company's regional airline subsidiary doing
business as North-South Airways sold additional shares of Stock raising
approximately $1,000,000. This sale of stock reduced the Company's ownership
interest in North-South Airways from 100% to approximately 35%.
8
<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 decreased 25% from $9.0 million for the three months ended
August 31, 1999 to $6.8 million for the three months ended August 31, 2000,
primarily due to a decrease in net sales and lease and service revenue. Net
sales for the three months ended August 31, 2000 were $6.2 million compared to
$8.3 million for the three months ended August 31, 1999, primarily relating to
an decrease in part sales and 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 decreased to $418,000 during the three months ended August 31,
2000 compared to $669,000 during the three months ended August 31, 1999,
primarily due to fewer assets on lease during the quarter and a decrease in
service revenue. Revenue from the Company's aircraft operations was $172,000
for the three months ended August 31, 2000. This increase is due to the April
2000 acquisition of North-South Airways.
Cost of Sales
---------------
Cost of sales decreased 18% from $6.1 million during the three months ended
August 31, 1999 to $5.0 million during the three months ended August 31, 2000,
resulting primarily from a decrease in sales. As a percentage of total
revenues, cost of sales for the three months ended August 31, 2000 was 74%
compared to 68% for the three months ended August 31, 1999. This increase was
due primarily to an increase in the sale of brokered parts at a lower gross
margin than owned parts and a higher cost of sales for aircraft and engines
during the three months ended August 31, 2000. As the Company continues to
expand its brokered part sales, gross margins should decrease from historical
levels, which reflect higher levels of sales of parts out of inventory.
Selling, General and Administrative Expenses
------------------------------------------------
Selling, general and administrative expenses decreased 18% from $1.7
million for the three months ended August 31, 1999 to $1.4 million for the three
months ended August 31, 2000, primarily due to the decrease in revenue resulting
in decreases in commissions, bonuses and outside professional fees.
9
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY
Equity in Net Earnings of Unconsolidated Joint Venture
-------------------------------------------------------------
Equity in Net Earnings of Unconsolidated Joint Venture for the first
quarter of fiscal 2000 was $401,000 compared to $522,000 during the first
quarter of fiscal 2001. This increase was primarily due to a decrease in the
interest expense of the Air 41 Joint Venture as the debt associated with the
acquisition is reduced, and higher revenue from the re-lease of one of the
aircraft. Without the Company's share of Air 41's earnings the Company would
have had a pretax loss for the first quarter of fiscal 2001 It should also be
noted that substantially all of Air 41's cash flow is pledged to service Air
41's indebtedness. Furthermore, although Air 41 was able to re-lease the first
aircraft returned off-lease from SAS, additional aircraft are scheduled to be
returned to Air 41 beginning in November 2000. There can be no assurance that
any of these aircraft will be able to be re-leased on as favorable terms, if at
all. Should Air 41 be unable to re-lease or sell these aircraft, the Company's
stated operating income would be significantly impaired. (see Notes To Condensed
Consolidated Financial Statements, 6. Joint Venture).
Depreciation and Amortization
-------------------------------
Depreciation and amortization decreased from $278,000 for the three months
ended August 31, 1999 to $220,000 for the three months ended August 31, 2000,
primarily due to fewer assets being on lease during the quarter.
Interest Expense
-----------------
Interest expense for the three months ended August 31, 1999 was $329,000
compared to $532,000 for the three months ended August 31, 2000. This increase
in interest expense was due to a higher average of total debt outstanding during
this period and an increase in the interest rate assessed to the Company.
Net Earnings
-------------
Earnings for the first quarter of fiscal 2001 were $0.03 per share -
diluted, based on 2,190,198 weighted average shares outstanding, compared to
earnings for the first quarter of fiscal 2000 of $0.25 per share - diluted,
based on 2,372,705 weighted average shares outstanding.
10
<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 several new term loan
facilities and to increase the revolving credit to $14 million (collectively
referred to as the "Credit Facility"). 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 12, 2000, the
interest rate under the Credit Facility was the lender's base rate minus 0.25%
(9.25%). 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 operating activities for the three months ended August 31,
2000 and August 31, 1999 were $1,481,000 and $656,000, respectively. The cash
provided by operating activities for the three months ended August 31, 2000 was
due primarily to a decrease in accounts receivables and aircraft and engines
held for sale. The cash provided by operating activities for the three months
ended August 31, 1999 was due primarily to an increase in accounts payables
partially offset by an increase in inventory.
Net cash provided by (used in) investing activities for the three months
ended August 31, 2000 amounted to $898,000 compared to ($7,337,000) for the
three months ended August 31, 1999. The net cash provided by investing
activities for the three months ended August 31, 2000 was primarily the result
of a the proceeds from sale of an engine held for lease. The net cash used in
investing activities for the three months ended August 31, 1999 was primarily
the result of the purchase of two aircraft on lease and a deposit for the
purchase of a third aircraft.
Net cash (used in) provided by financing activities for three months ended
August 31, 2000 amounted to ($2,565,000) compared to $7,298,000 for the three
months ended August 31, 1999. The net cash used in financing activities for the
three months ended August 31, 2000 was primarily the result of a net decrease in
debt obligations of $2.6 million dollars. The net cash provided by financing
activities for the three months ended August 31, 1999 was primarily the result
of a net increase in debt obligations of $7.3 million dollars used primarily to
purchase the two aircraft on lease and a deposit for the purchase of a third
aircraft.
11
<PAGE>
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AND SUBSIDIARY
Liquidity and Capital Resources (continued)
-----------------------------------------------
At August 31, 2000, the Company was permitted to borrow up to an additional $2.0
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, 2000.
Recent Accounting Pronouncements
----------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (FAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." FAS No. 133, as amended by FAS 138,
establishes standards for accounting and reporting for derivative instruments,
and conforms the requirements for treatment of different types of hedging
activities. This statement is effective for all fiscal years beginning after
June 15, 2000. Management does not expect this standard to have a significant
impact on the Company's operations.
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.
12
<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
<TABLE>
<CAPTION>
Exhibit
NUMBER DESCRIPTION PAGE NUMBER OR METHOD OF FILING
<S> <C> <C>
2.4 Credit Incorporated by reference to Exhibit 2.4 to
Agreement Amendment No. 2 to the Company's Registration
between BNY Statement on Form S-4 filed on August 29, 1996 (File
Financial No. 333-08065).
Corporation
and the
Registrant
(the "Credit
Agreement").
2.5 First
Amendment, Incorporated by Reference.
Waiver and Agreement,
dated as of March 24,
1997, between BNY Financial
Corporation and the
Registrant and related
to the Credit Agreement.
2.6 Second Incorporated by Reference.
Amendment and Agreement,
dated as of September 9,
1997, between BNY Financial
Corporation and the Registrant
and related to the Credit
Agreement.
2.7 Third
Amendment and Incorporated by Reference.
Agreement, dated as of
October 15, 1997, between
BNY Financial Corporation
and the Registrant
and related to the Credit
Agreement.
2.8 Fourth
Amendment and Incorporated by Reference.
Agreement, dated as of
February 2, 1998, between
BNY Financial Corporation
and the Registrant and
related to the Credit
Agreement.
2.9 Fifth
Amendment, Incorporated by Reference.
dated as of July 16, 1998,
between BNY Financial
Corporation and the
Registrant and related
to the Credit Agreement.
2.10 Sixth
Amendment, Incorporated by Reference
dated as of May 30, 1998,
between BNY Financial
Corporation and the
Registrant and related
to the Credit Agreement.
13
<PAGE>
2.11 Seventh
Amendment, Incorporated by Reference.
dated as of October 28,
1998, between BNY Financial
Corporation and the Registrant
and related to the Credit
Agreement.
3.1 Amended and Incorporated by reference to Exhibit 3.1 to the
Restated Company's Annual Report on Form 10-K for the fiscal
Certificate year ended May 31, 1996 (the "1996 Form 10-K").
of
Incorporation
of the
Registrant.
3.2 Restated and Incorporated by reference to Exhibit 3.2 to the 1996
Amended Form 10-K.
Bylaws of the
Registrant.
4.1 Specimen Incorporated by reference to Exhibit 4.1 to the 1996
Common Stock Form 10-K.
Certificate.
14
<PAGE>
10.1.1 Employment Incorporated by reference to Exhibit 10.1.1 to the
Agreement, 1996 Form 10-K
dated as of
December 1,
1995, between
the
Registrant
and Alexius
A. Dyer III,
as amended on
October 3,
1996.
10.1.2 Employment Incorporated by reference to Exhibit 10.1.2 to the
Agreement Company's Quarterly Report for the quarter ended
dated as of February 28, 1997.
October 3,
1996, between
the
Registrant
and George
Murnane III.
10.2.1 1996 Long- Incorporated by reference to Appendix B to the Proxy
Term Statement/Prospectus included in the Company's
Incentive and Registration Statement on Form S-4 (File
Share Award No. 333-08065), filed on July 12, 1996.
Plan.
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 Incorporated by reference to Exhibit 10.2.5 of the
Plan. Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1993.
10.2.5 Form of Incorporated by reference to Exhibit 10.2.5 to the
Option 1996 Form 10-K.
Certificate
(Employee
Non-Qualified
Stock
Option).
10.2.6 Form of Incorporated by reference to Exhibit 10.2.6 to the
Option 1996 Form 10-K.
Certificate
(Director
Non-Qualified
Stock
Option).
15
<PAGE>
10.2.7 Form of Incorporated by reference to Exhibit 10.2.7 to the
Option 1996 Form 10-K.
Certificate
(Incentive
Stock
Option).
10.14 Commission Incorporated by reference to Exhibit 10.14 to the
Agreement 1996 Form 10-K.
Dated
December 1,
1995 between
the
Registrant
and J.M.
Associates,
Inc.
10.15 Operating Incorporated by reference to Exhibit 10.14 to the
Air41 LLC, Exhibit 10.15 to the 1999 Form 10-K
dated as of
September 9,
1998, by and
between
AirCorp, Inc.
and the
Company
10.16 Office Lease Incorporated by reference to Exhibit 10.17 to the
Agreement 1997 Form 10-K.
dated January
31, 1997
between the
Registrant
and Globe
Corporate
Center, as
amended.
10.17 Lease Incorporated by reference to Exhibit 10.18 to the
Agreement 1997 Form 10-K.
dated March
31, 1997
between the
Registrant
and Port 95-
4, Ltd.
27 Financial Filed herewith.
Data
Schedule.
</TABLE>
(b) Reports on Form 8-K
----------------------
None
16
<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.
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(Registrant)
/s/James M. Isaacson October 16, 2000
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James M. Isaacson Date
Chief Financial Officer
17
