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Flight International Group Inc – ‘10QSB’ for 10/31/97

As of: Friday, 12/12/97 · For: 10/31/97 · Accession #: 950123-97-10313 · File #: 0-17066

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/12/97  Flight International Group Inc    10QSB      10/31/97    3:34K                                    RR Donnelley/FA

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    13     50K 
 2: EX-10.1     Amended Pages to Cas-Mos Contract                      5     26K 
 3: EX-27.1     Financial Data Schedule                                1      6K

10QSB — Quarterly Report — Small Business
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities. None Condensed Financial Statements Defaults Upon Senior Securities. None Exhibits Other Information. None Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Condensed Financial Statements
11	Item 2. Changes in Securities. None
"	Item 3. Defaults Upon Senior Securities. None
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information. None
"	Item 6. (a). Exhibits

10QSB 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 U.S. Securities and Exchange Commission, Washington, D.C. 20549

 FORM 10-QSB

(Mark One)                                                                      

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 1997

[ ] 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 2-87778A

THE FLIGHT INTERNATIONAL GROUP, INC.
 (Exact name of small business issuer as specified in its charter)

Georgia                                 58-1476225  
(State or other jurisdiction               (I.R.S. Employer 
  of incorporation or organization)          Identification No.)

 Newport News/Williamsburg International Airport, Newport News, VA 23602
(Address of principal executive offices)

(757) 886-5500
 Issuer's telephone number

(Former name, former address and former fiscal year, if changed since last
report) 

       Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for    
such 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 ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

        Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution  
of securities under a plan confirmed by a court. Yes No X                       

APPLICABLE ONLY TO CORPORATE ISSUERS

       State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of October 31, 1997, there 
were 1,013,976 shares of the issuer's New Common Stock, par value $.01 per      
share, issued and outstanding.                                                  

Transitional Small Business Disclosure Format [check one]:Yes No X              

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PART 1
 FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

   The Flight International Group, Inc. (the "Company") files herewith
condensed consolidated balance sheets of the Company and its subsidiaries as of 
October 31, 1997 (unaudited) and April 30, 1997 (the Company's most recent      
fiscal year), unaudited condensed consolidated statements of operations for the 
three months and six months ended October 31, 1997 and 1996, and unaudited      
condensed consolidated statements of cash flows for the six months ended October
31, 1997 and 1996, together with unaudited condensed notes thereto. In the      
opinion of management of the Company, the financial statements reflect all      
adjustments, all of which are normal recurring adjustments, necessary to fairly 
present the financial condition of the Company for the interim periods          
presented. Operating results for any quarter are not necessarily indicative of  
results for any future period. The financial statements included in this report 
on Form 10-QSB should be read in conjunction with the audited financial         
statements of the Company and the notes thereto included in the annual report of
the Company on Form 10-KSB for the year ended April 30, 1997.                   

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THE FLIGHT INTERNATIONAL GROUP, INC.                                            
CONDENSED CONSOLIDATED BALANCE SHEETS                                           
ASSETS                                                                          

                                                                [Download Table]

                                          October 31, 1997   April 30, 1997
                                             (Unaudited)                   
                                          ----------------   --------------
                                                                           
CURRENT ASSETS                                                             
  Cash                                       $   182,983       $   231,111 
  Accounts Receivable, net                     3,601,479         2,230,370 
  Inventories                                  1,889,004         1,790,890 
  Prepaid expenses, deposits and other         1,796,342         1,416,076 
                                             -----------       ----------- 

Total current assets                           7,469,808         5,668,447 

PROPERTY AND EQUIPMENT, NET                    4,151,521         4,266,598 

OTHER ASSETS                                      27,293            28,323 
                                             -----------       ----------- 

                                             $11,648,622       $ 9,963,368 
                                             ===========       =========== 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.      

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THE FLIGHT INTERNATIONAL GROUP, INC.                                            
CONDENSED CONSOLIDATED BALANCE SHEETS                                           
LIABILITIES AND STOCKHOLDERS' EQUITY                                            

                                                        [Enlarge/Download Table]

                                                     October 31, 1997  April 30, 1997
                                                       (Unaudited)                   
                                                     ----------------  --------------
                                                                                     
CURRENT LIABILITIES                                                                  
  Accounts payable                                     $    651,913     $    326,406 
  Deferred revenue                                          929,384          769,547 
  Accrued expenses and other liabilities                  1,737,896        1,775,972 
  Notes Payable                                             847,890               -- 
  Long-term debt due currently                              663,850          640,351 
                                                       ------------     ------------ 

Total current liabilities                                 4,830,933        3,512,276 

OTHER NON-CURRENT LIABILITIES                               606,869          400,543 
DEFERRED REVENUE                                            957,911        1,090,191 
LONG-TERM DEBT, LESS CURRENT MATURITIES                   2,923,213        3,282,068 
                                                       ------------     ------------ 

Total liabilities                                         9,318,926        8,285,078 
                                                       ------------     ------------ 

STOCKHOLDERS' EQUITY                                                                 
  Common stock, $.01 par value, 10,000,000 shares                                    
      authorized,  1,013,976 issued and outstanding          10,140           10,140 
  Additional paid in capital                              1,009,386        1,009,386 
  Treasury stock                                             (1,769)          (1,769)
  Retained Earnings                                       1,311,939          660,533 
                                                       ------------     ------------ 

Total stockholders' equity                                2,329,696        1,678,290 

                                                       $ 11,648,622     $  9,963,368 
                                                       ============     ============ 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.      

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THE FLIGHT INTERNATIONAL GROUP, INC.                                            
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                       

                                                        [Enlarge/Download Table]

                                              For the Three Months Ended              For the Six Months Ended     
                                         October 31, 1997    October 31, 1996  October 31, 1997    October 31, 1996
                                         ------------------------------------  ------------------------------------
                                                                                                                   
REVENUES                                   $  5,501,299        $  4,321,631      $ 11,680,151        $  9,066,457  

OPERATING COSTS AND EXPENSES                                                                                       
  Costs of services                           4,593,121           3,408,174         9,504,722           6,894,441  
  Gain on disposal of assets                    (18,167)            (18,167)          (36,334)            (36,334) 
  Depreciation and amortization                 138,541             155,410           278,422             300,784  
  General, corporate and administrative         556,287             486,261         1,090,695             980,699  
                                           --------------------------------      --------------------------------  

Total operating costs and expenses            5,269,782           4,031,678        10,837,505           8,139,590  

INCOME BEFORE OTHER                             231,517             289,953           842,646             926,867  
    EXPENSES                                                                                                       

OTHER EXPENSES                                                                                                     
  Interest expense                               81,208              98,838           176,315             194,787  
  Income tax                                      3,148                 267            14,925                 267  
                                           --------------------------------      --------------------------------  

Total other expenses                             84,356              99,105           191,240             195,054  

NET INCOME                                 $    147,161        $    190,848      $    651,406        $    731,813  
                                           ================================      ================================  

NET INCOME PER COMMON SHARE                $       0.15        $       0.19      $       0.64        $       0.73  
                                           ================================      ================================  

WEIGHTED AVERAGE NUMBER OF SHARES             1,013,976             998,976         1,013,976             998,976  
                                           ================================      ================================  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.      

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THE FLIGHT INTERNATIONAL GROUP, INC.                                            
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                       

                                                        [Enlarge/Download Table]

                                                           For the Six Months Ended      
                                                     October 31, 1997    October 31, 1996
                                                     ------------------------------------
                                                                                         
OPERATING ACTIVITIES                                                                     
  Net income                                            $   651,406        $   731,813   
  Adjustments to reconcile net income                                                    
   to net cash provided by (used in) operating                                           
   activities                                                                            
    Depreciation and amortization                           278,422            300,784   
    Engine reserve                                          206,326             93,763   
    Changes in operating assets and liabilities                                          
      Accounts receivable                                (1,371,109)        (1,718,090)  
      Inventories                                           (98,114)          (280,605)  
      Prepaid expenses                                     (380,266)          (294,279)  
      Accounts payable                                      325,507            504,397   
      Accrued expenses and other liabilities               (244,402)           277,970   
      Other non-current liabilities                         206,326                  0   
      Deferred revenue                                       27,557           (142,722)  
                                                        ------------------------------   

Net cash provided by (used in) operating activities        (398,347)          (526,969)  

INVESTING ACTIVITIES                                                                     
  Sale (Purchase) of property and equipment                (163,345)          (232,403)  
  Net (increase) decrease in other assets                     1,030             (5,850)  
                                                        ------------------------------   

Net cash provided by (used in) investing activities        (162,315)          (238,253)  

FINANCING ACTIVITIES                                                                     
  Short Term Borrowing                                      847,890            261,849   
  Issue of Common Stock                                           0                  0   
  Repayment of long-term debt                              (335,356)          (355,765)  
                                                        ------------------------------   

Net cash provided by (used in) financing activities         512,534            (93,916)  

NET (DECREASE) INCREASE IN CASH AND                         (48,128)          (859,138)  
  CASH EQUIVALENTS                                                                       

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              231,111          1,178,779   

CASH AND CASH EQUIVALENTS, END OF PERIOD                $   182,983        $   319,641   
                                                        ==============================   

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                        
                   Interest paid                            155,266            191,723   
                   Income taxes paid                          3,148                267   

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.      

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THE FLIGHT INTERNATIONAL GROUP, INC.
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

   The Flight International Group, Inc. (the "Company") is an aviation
services company that performs military training services using specially       
modified commercial aircraft, principally under contracts with the United States
Department of Defense, other government agencies and foreign countries. In      
addition, the Company has established a market for training and testing in the  
aerospace industry. The Company also operates a fixed base operation ("FBO") and
FAA licensed repair station at the Newport News/Williamsburg International      
Airport.                                                                        

 The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany         
transactions and balances have been eliminated.                                 

        Net income/loss per common share is computed by dividing the income/loss
by the weighted average number of shares of common stock outstanding during the 
period.                                                                         

2.      NOTES PAYABLE                                                           

        On October 16, 1996, the Company entered into a Factoring Agreement (the
"Agreement") with Heller Small Business Finance, a division of Heller Financial,
Inc. ("Heller"). The Agreement granted Heller an assignment of the CAS-MOS      
contract (see Item 2) accounts receivable and proceeds thereon as collateral for
a line of credit which is expected not to exceed $2,000,000. The term of the    
Agreement is two years, with an option for the Company to terminate the         
Agreement after one year, if the Company is able to obtain traditional bank     
financing. Heller charges a discount fee of .8% of the invoice amount purchased 
and an interest rate of prime plus 1% until the invoice is paid. The Heller     
Agreement includes a minimum fee to Heller, inclusive of all interest charges,  
of $60,000 per annum. The October 31, 1997 balance due Heller of $847,890 is    
shown on the balance sheet as a Notes Payable under Current Liabilities.        

     On August 28, 1997, Heller exited the small business factoring market
and sold, transferred and assigned the Agreement to Metro Factors, Inc.         
("Metro"). All terms and conditions under the Agreement remained the same until 
October 1, 1997, when Metro and the Company agreed to amend the terms. The      
discount fee was lowered to .4% for funding periods of 1-30 days, with an       
additional .1% for each 15 day period thereafter. The minimum fee is reduced to 
$12,000 per annum. The term of the Agreement remains the same and the Company   
still has a right to exit early, if it is able to obtain traditional bank       
financing.                                                                      

3.    INCOME TAXES                                                          

       The Company has substantial net operating loss carry forwards available
to offset against current income. However, the Company shall be responsible for 
certain taxes payable as a result of                                            

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the alternative minimum tax, and has made provisions for such taxes.            

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

BACKGROUND AND GENERAL INFORMATION                                              

  The Company is an aviation services company that performs military
training services using modified commercial aircraft, principally under contract
with the United States Department of Defense and other government agencies and  
foreign countries. In addition, with the use of these aircraft, the Company has 
established a market for training and testing in the aerospace industry. The    
Company also operates a fixed base operation ("FBO") and FAA licensed repair    
station at the Newport News/Williamsburg International Airport.                 

 The Company and several of its affiliates emerged from bankruptcy
protection in December 1994. In its first two full fiscal years since emerging  
from bankruptcy, and in the period subsequent thereto, the Company has increased
revenue, obtained a major long-term contract described in the next paragraph,   
and has generated positive net income (after extraordinary item in 1996) for the
years ended April 30, 1997 and 1996 and for the six months ended October 31,    
1997.                                                                           

 In August 1996, the Company was awarded a major new contract. The
Commercial Air Services - Military Operations Support (CAS-MOS) contract is a   
derivative of the original government contract won by the Company in 1980 and   
operated until September 1993. The new contract began on October 1, 1996 and    
runs for one base year with four option years. The Navy has exercised the first 
option year of the contract (Oct. 1, 1997 - Sept. 30, 1998). Total revenue      
recognized from the CAS-MOS contract for the quarter ended October 31, 1997 was 
approximately $3.1 million.                                                     

RESULTS OF OPERATIONS                                                           

Revenue                                                         

        Total revenues for the three months ended October 31, 1997 and 1996 were
$5,501,299 and $4,321,631, respectively. The 27% increase in revenue is         
primarily due to an increase in flight operations from the new CAS-MOS contract,
with additional NATO flying. Maintenance and FBO revenues also increased by 9%  
and 10%, respectively.                                                          

    Revenue increased 29% for the six months ended October 31, 1997, due
principally to the CAS-MOS contract and increased NATO flying. Maintenance      
operations, which accounted for 8% of total Company revenues, dropped 52% from  
the prior year due to customer aircraft modifications completed in the first    
quarter of the fiscal year ended April 30, 1997. FBO revenue, which accounted   
for 8% of total revenue, increased by 13% for the six month period.             

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Cost of Services                                                

     Cost of services for the three months ended October 31, 1997 and 1996
were $4,593,121 and $3,408,174, respectively. For the six months ended October  
31, 1997 and 1996, the cost of services was $9,504,722 and $6,894,441,          
respectively. The 35% increase for the three months and the 38% increase for the
six months are principally due to the increased revenue as mentioned above.     

General Corporate and Administrative                            

        General corporate and administrative expenses for the three months ended
October 31, 1997 and 1996 were $556,287 and $486,261, respectively. For the six 
months ended October 31, 1997 and 1996, general corporate and administrative    
expenses were $1,090,695 and $980,699, respectively. The 14% increase in the    
three month and 11% increase in the six month periods are principally due to    
increased staffing needed to handle the increased revenues. Marketing expenses  
also increased by 46% as a result of increased activity in that area.           

Interest                                                        

     Interest expense for the three months ended October 31, 1997 and 1996
was $81,208 and $98,838, respectively. For the six months ended October 31, 1997
and 1996, interest expense was $176,315 and $194,787, respectively. The 18% and 
10% decreases in interest expense for the three month and six month periods     
ended October 31, 1997 over the comparable prior year periods is principally due
to the scheduled pay off of long term debt.                                     

Net Income                                                      

       As a result of the foregoing, the Company's income for the three months
ended October 31, 1997 was $147,161, or $.15 per share of the Company's common  
stock, compared with net income of $190,848, or $.19 per share for the three    
months ended October 31, 1996. For the six months ended October 1997, the       
Company's net income was $651,406, or $.64 per share, compared to $731,813, or  
$.73 per share for the six months ended October 31, 1996. The weighted average  
number of shares used in computing per share earnings for all periods was       
1,013,976 for the fiscal year ended April 30, 1998 and 998,976 for the fiscal   
year ended April 30, 1997.                                                      

Liquidity and Capital Resources                                 

       The Company has funded its operations primarily through cash flows from
operations and short term borrowing from the factoring agreement discussed      
below. The Company's operating activities, primarily affected by the increase in
accounts receivable, used cash of $398,347 for the six months ended October 31, 
1997, while using $526,969 in the comparable prior year period. The increase in 
accounts receivable is a result of the increased sales volume and timing of     
certain flight contracts. Prepaid expenses also increased by $300,000 primarily 
due to an increase in pre-paid insurance and advance fuel purchases.            

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        On October 16, 1996, the Company entered into a Factoring Agreement (the
"Agreement") with Heller Small Business Finance, a division of Heller Financial,
Inc. ("Heller"). The Agreement granted Heller an assignment of the CAS-MOS      
contract accounts receivable and proceeds thereon as collateral for a line of   
credit which is expected not to exceed $2,000,000. The term of the Agreement is 
two years, with an option for the Company to terminate the Agreement after one  
year, if the Company is able to obtain traditional bank financing. Heller       
charges a discount fee of .8% of the invoice amount purchased and an interest   
rate of prime plus 1% until the invoice is paid. The Agreement included a       
minimum fee to Heller, inclusive of all interest charges, of $60,000 per annum. 
The October 31, 1997 balance due Heller of $847,890 is shown on the balance     
sheet as a Notes Payable under Current Liabilities.                             

     On August 28, 1997, Heller exited the small business factoring market
and sold, transferred and assigned the Agreement to Metro Factors, Inc.         
("Metro"). All terms and conditions under the Agreement remained the same until 
October 1, 1997, when Metro and the Company agreed to amend the terms. The      
discount fee was lowered to .4% for funding periods of 1-30 days, with an       
additional .1% for each 15 day period thereafter. The minimum fee was reduced to
$12,000 per annum. The term of the Agreement remains the same and the Company   
still has a right to terminate the Agreement prior to its expiration, if it is  
able to obtain traditional bank financing.                                      

     The Company operates in a capital intensive industry. Typically major
expenses are incurred in connection with the initiation of a new contract. These
costs can be reduced through leasing arrangements and advance payments from     
customers, if these are obtainable. The Company believes that it will be able to
arrange through available means the financing of these initial contract costs   
when necessary, although no assurance can be given.                             

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 PART II - OTHER INFORMATION

Item 1. Legal Proceedings. To the best knowledge of the officers and directors, 
      neither the Company nor any of its officers and directors are party to
      any legal proceeding or litigation. The officers and directors know of
no such litigation being threatened or contemplated.            

Item 2. Changes in Securities.  None.                                           

Item 3. Defaults Upon Senior Securities.  None.                                 

Item 4. Submission of Matters to a Vote of Security Holders.                    

        (a) The Annual Shareholders Meeting of the Company was held on
October 21, 1997.                                                               

             (b) The following directors were elected or their term of office as
a director continued after the meeting:                                         

                    David E. Sandlin, Wayne M. Richmon, John R. Bone, C.
                      Lofton Fouts, James N. Lingan and Vice Admiral Richard
M. Dunleavy                     

           (c) The following is a brief description of matters voted upon by
shareholders at the Annual Meeting and the results of the vote:                 

            (i) Ratification of BDO Seidman as the Company's
        Independent Auditors for the Fiscal Year Ended April 30, 1998:
        Approved by majority vote of those shareholders present at the
meeting in person or by proxy.                        

                      (ii) Election of Directors: Approved by a majority vote of
          those shareholders present at the meeting in person or by proxy.

Item 5. Other Information.  None.                                               

Item 6. (a) Exhibits.                                                           

Exhibit Number and Description                        

            10.1 Amended Pages to CAS-MOS Contract (as listed in Exhibit 10(l)
to the Company's Annual Report on Form 10-KSB for the year ended April 30, 1997.
Certain information on these pages was excluded from previous filings because of
its acceptance by the Securities and Exchange Commission for confidential       
treatment. Such information is no longer subject to such confidential           
treatment.)                                                                     

27.1 Financial Data Schedule                          

(b) Reports on Form 8-K.  None.                                 

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SIGNATURES

       In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.                                                                

Dated: December 11, 1997                         THE FLIGHT INTERNATIONAL GROUP,
                      INC.

                                          By: /s/ David E. Sandlin
                                                     ---------------------------
                                          David E. Sandlin
                                                     Principal Executive Officer

                                          By: /s/ Wayne M. Richmon
                                                     ---------------------------
                                          Wayne M. Richmon
                                                     Principal Financial Officer

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 EXHIBIT INDEX

10.1 Amended Pages to CAS-MOS Contract (as listed in Exhibit 10(l) to the       
Company's Annual Report on Form 10-KSB for the year ended April 30, 1997.       
Certain information on these pages was excluded from previous filings because of
its acceptance by the Securities and Exchange Commission for confidential       
treatment. Such information is no longer subject to such confidential           
treatment.)                                                                     

27.1 Financial Data Schedule                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10QSB’ Filing	Date	First	Last	Other Filings

	9/30/98	8
	4/30/98	9	11	10KSB
Filed on:	12/12/97
	12/11/97	12
For Period End:	10/31/97	1	10
	10/21/97	11		DEF 14A
	10/1/97	7	10
	8/28/97	7	10
	4/30/97	2	13	10KSB40, 10KSB40/A
	10/31/96	2	9	10QSB
	10/16/96	7	10
	10/1/96	8
	4/30/96	8		10KSB40, 10KSB40/A
				List all Filings

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Filing Submission 0000950123-97-010313 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Flight International Group Inc – ‘10QSB’ for 10/31/97

As of: Friday, 12/12/97 · For: 10/31/97 · Accession #: 950123-97-10313 · File #: 0-17066

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Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Small Business — Form 10-QSB
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10QSB — Quarterly Report — Small Business
Document Table of Contents