UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the three months ended MARCH 31, 1996 Commission File Number: 1-6222 FLIGHTSAFETY INTERNATIONAL, INC. (Exact name of registrant as specified in charter) New York 11-1671001 (State or other jurisdiction of (I.R.S. employer identification No.) incorporation or organization) Marine Air Terminal, LaGuardia Airport Flushing, New York 11371 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: 718-565-4100 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock (par value $.10 per share) New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Company (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 such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of May 1, 1996, the Company had 30,601,657 shares of its common stock outstanding. PAGE 1 OF 11 FLIGHTSAFETY INTERNATIONAL, INC. INDEX PART I - FINANCIAL INFORMATION Page Item 1 - Financial Statements Consolidated Balance Sheets at March 31, 1996 and December 31, 1995 3 - 4 Consolidated Statements of Income, Three Months Ended March 31, 1996 and 1995 5 Consolidated Statements of Cash Flows, Three Months Ended March 31, 1996 and 1995 6 Notes to Consolidated Financial Statements as of March 31, 1996 7 - 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders 10 Item 6 - Exhibits and Reports on Form 8-K 10 SIGNATURES 11 Page 2 of 11 FLIGHTSAFETY INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS ASSETS (UNAUDITED) March 31, December 31, 1996 1995 Current assets: Cash $ 4,847,000 $ 6,128,000 Short-term investments stated at cost which approximates market value 180,388,000 194,084,000 Accounts receivable, less allowance for doubtful accounts of $1,549,000 ($1,481,000 in 1995) 84,229,000 69,575,000 Inventory 9,221,000 7,640,000 Prepaid expenses and other current assets 9,995,000 11,482,000 Total current assets 288,680,000 288,909,000 Equipment and facilities, at cost 921,497,000 894,308,000 Less - accumulated depreciation and amortization (397,868,000) (384,491,000) 523,629,000 509,817,000 Intangible and other assets 49,298,000 45,709,000 Total assets $861,607,000 $844,435,000 See accompanying notes to consolidated financial statements. Page 3 of 11 FLIGHTSAFETY INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS LIABILITIES and SHAREHOLDERS' EQUITY (UNAUDITED) March 31, December 31, 1996 1995 Current liabilities: Current portion of long-term debt $ 1,634,000 $ 1,759,000 Accounts payable and accrued expenses 40,523,000 47,016,000 Dividends payable 4,287,000 4,311,000 Income taxes payable 13,141,000 3,229,000 Unearned income for contract training 38,164,000 30,265,000 Total current liabilities 97,749,000 86,580,000 Long-term debt 37,004,000 38,054,000 Deferred income taxes 111,540,000 111,537,000 Other liabilities 5,175,000 5,263,000 Total liabilities 251,468,000 241,434,000 Shareholders' equity: Common stock - par value $.10 Authorized - 100,000,000 shares Issued and outstanding - 30,624,245 shares (30,792,681 in 1995) 3,062,000 3,079,000 Capital in excess of par value 38,010,000 37,092,000 Retained earnings 570,723,000 564,549,000 611,795,000 604,720,000 Less - restricted stock compensation (1,656,000) (1,719,000) Total shareholders' equity 610,139,000 603,001,000 Total liabilities and shareholders' equity $861,607,000 $844,435,000 See accompanying notes to consolidated financial statements. Page 4 of 11 FLIGHTSAFETY INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1996 1995 Revenues $89,209,000 $77,831,000 Costs and expenses: Salaries and wages 21,580,000 18,786,000 Depreciation and amortization 13,166,000 11,961,000 Operating expenses 14,093,000 6,840,000 General and administrative 7,002,000 7,823,000 Cost of product sales 3,835,000 5,326,000 59,676,000 50,736,000 Income from operations 29,533,000 27,095,000 Other income (expense): Interest and other income 3,475,000 3,114,000 Interest expense (887,000) (724,000) Income before income taxes 32,121,000 29,485,000 Income taxes 11,255,000 9,321,000 Net income for the period $20,866,000 $20,164,000 Net income per share $ .68 $ .64 Average shares outstanding 30,722,299 31,321,355 See accompanying notes to consolidated financial statements. Page 5 of 11 FLIGHTSAFETY INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1996 1995 Increase (decrease) in cash Cash flows from operating activities: Net income $20,866,000 $20,164,000 Items in net income not using cash: Depreciation and amortization 13,166,000 11,961,000 Provision for losses on accounts receivable 90,000 161,000 Deferred income taxes 454,000 711,000 Increase in cash surrender value of corporate-owned life insurance (762,000) (380,000) Other, net 122,000 153,000 Changes in working capital other than cash: (Increase) in accounts receivable (14,744,000) (5,505,000) (Increase) decrease in inventory (1,581,000) 1,690,000 Decrease in prepaid expenses and other current assets 1,487,000 1,461,000 (Decrease) in accounts payable and accrued expenses (6,493,000) (80,000) Increase in income taxes payable 9,912,000 4,936,000 Increase in unearned income 7,899,000 5,480,000 Net cash provided by operating activities 30,416,000 40,752,000 Cash flows from investing activities: Capital expenditures (27,226,000) (17,018,000) Decrease (increase) in short-term investments 13,696,000 (20,129,000) Corporate-owned life insurance premiums and repayment of borrowings (3,462,000) Other, net 696,000 430,000 Net cash (used in) provided by investing activities (16,296,000) (36,717,000) Cash flows from financing activities: Repayment of short-term borrowings and long-term debt (1,175,000) (1,175,000) Repurchase of common stock (10,428,000) Cash dividends (4,283,000) (3,759,000) Other, net 485,000 (231,000) Net cash used in financing activities (15,401,000) (5,165,000) Net (decrease) in cash (1,281,000) (1,130,000) Cash at beginning of period 6,128,000 2,062,000 Cash at end of period $ 4,847,000 $ 932,000 Page 6 of 11 FLIGHTSAFETY INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1996 (UNAUDITED) 1) These financial statements, which should be read in conjunction with the financial statements included in FlightSafety International, Inc.'s Annual Report to Shareholders for 1995, are unaudited but include all adjustments of a normal recurring nature that the Company considers necessary for a fair presentation of the results for such interim period. Results for interim periods are not necessarily indicative of results for a full year. 2) Debt consists of: March 31, December 31, 1996 1995 Industrial development obligations and other debt due 1996-2012 $38,638,000 $39,813,000 Less - current portion (1,634,000) (1,759,000) $37,004,000 $38,054,000 The Company's industrial development obligations have variable rates between 3.2 and 5.7 percent. The interest capitalized on major equipment acquisitions for the three months ended March 31, 1996 was $390,000 ($614,000 in 1995). 3) The changes in the Company's shareholders' equity account balances in the current period were as follows: Common Capital in Excess of Retained Par Value Earnings Balance at December 31, 1995 $3,079,000 $37,092,000 $564,549,000 Net income for the period 20,866,000 Exercise of options pursuant to employee stock option plans 2,000 918,000 Repurchase of common stock (19,000) (10,409,000) Dividends declared (4,283,000) Balance at March 31, 1996 $3,062,000 $38,010,000 $570,723,000 Page 7 of 11 On September 12, 1995 the Company's Board of Directors authorized the repurchase of an additional 4,000,000 shares of the Company's outstanding common stock. The Company is now authorized to repurchase 8,000,000 shares. As of March 31, 1996, 4,123,300 shares had been repurchased and subsequently retired. At its March meeting, the Company's Board of Directors declared a regular quarterly cash dividend of fourteen cents per share on its common stock payable May 7, 1996 to shareholders of record on April 12, 1996. Page 8 of 11 FLIGHTSAFETY INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition In the first three months of 1996, $30.4 million of cash was provided by operations and $13.7 milion was provided by a reduction in short-term investments. Cash was principally used for the purchase of additional equipment and facilities ($27.2 million), repurchase of shares of the Company's common stock ($10.4 million) and payment of dividends ($4.3 million). Capital expenditures, which are primarily revenue generating assets such as simulators, are expected to exceed $85 million in 1996. The Board of Directors increased the shares authorized for the stock repurchase program to 8,000,000 shares from 4,000,000 shares on September 12, 1995. There were 194,600 shares repurchased under the program in the first quarter of 1996. The Company has repurchased and retired 4,123,300 shares as of March 31, 1996. The Company expects to fund its capital expenditures and stock repurchase program from cash provided by operations, existing cash and short-term investments. Accounts receivable increased by $14.7 million, or 21 percent, primarily due to an increase in amounts billed in the first quarter of 1996 as compared to the 1995 first quarter and higher amounts due from the U. S. Government related to an increase in a U. S. Air Force contract. Results of Operations Revenues for the three month period ending March 31, 1996 increased by $11.4 million, or 15 percent, as compared to 1995. Revenue increases were experienced in all areas of the Company's training operations. Training revenues increased by $13.1 million including approximately $7.0 million from an increase in a U. S. Air Force contract, offset by a reduction in product sales of $1.7 million. Total expenses for the three months ended March 31, 1996 increased by $8.9 million, or 18 percent. Salaries and wages increased by $2.8 million, or 15 percent, due to personnel additions and annual salary increases. Depreciation and amortization increased by $1.2 million due to additional equipment added since the first quarter of 1995. Operating expenses increased by $7.3 million primarily from costs associated with the increase in the U. S. Air Force contract previously referred to, increases in training supplies and facility costs. These increases were offset by a decrease in general and administrative expenses of $0.8 million primarily due to decreases in professional fees and insurance costs, and a decrease in cost of product sales of $1.5 million related to reduced product sales. Income tax expenses for the three months ended March 31, 1996 versus 1995 increased by $1.9 million. Income taxes, as a percentage of pre-tax income, increased to 35.0 percent in 1996 as compared to 31.6 percent in 1995. The higher income tax expense and effective income tax rate is due principally to income tax refunds received in the first quarter of 1995 related to prior years and a decrease in tax advantaged income as a percentage of pre-tax income. Page 9 of 11 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. None. Item 6. Exhibits and Reports on Form 8-K. None. Page 10 of 11 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. FLIGHTSAFETY INTERNATIONAL, INC. Date: May 15, 1996 s/ A. L. UELTSCHI President Date: May 15, 1996 s/ K. W. MOTSCHWILLER Vice President/Treasurer Page 11 of 11