-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CpaXdtfh+8GFODLbZdmmwwKk8ss8o6yetfubgAs9i9k1add6QhABGw//x2wyeLee RS287Mwn+sQFMvtGyRRVMQ== 0000928385-94-000046.txt : 19941116 0000928385-94-000046.hdr.sgml : 19941116 ACCESSION NUMBER: 0000928385-94-000046 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCORP INC CENTRAL INDEX KEY: 0000811664 STANDARD INDUSTRIAL CLASSIFICATION: 4522 IRS NUMBER: 943040585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09591 FILM NUMBER: 94559473 BUSINESS ADDRESS: STREET 1: 13873 PARK CTR RD STE 490 CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7038349200 MAIL ADDRESS: STREET 1: 13873 PARK CENTER ROAD CITY: HERNDON STATE: VA ZIP: 22071 10-Q 1 FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------ For the Quarter ended: SEPTEMBER 30, 1994 Commission File Number 1-5351 WORLDCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3040585 (State of incorporation) (I.R.S. Employer Identification Number) 13873 Park Center Road, Suite 490, Herndon, VA 22071 (Address of Principal Executive Offices) (703) 834-9200 (Registrant's telephone number) 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 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 ----- ----- The number of shares of the registrant's Common Stock outstanding on November 10, 1994 was 15,415,072. ================================================================================ WORLDCORP, INC. SEPTEMBER 1994, QUARTERLY REPORT ON FORM 10Q TABLE OF CONTENTS
Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets, September 30, 1994 and December 31, 1993........................................ 3 Condensed Consolidated Statements of Operations, Three Months Ended September 30, 1994 and 1993.................... 5 Condensed Consolidated Statements of Operations Nine months Ended September 30, 1994 and 1993..................... 7 Condensed Consolidated Statement of Changes in Common Stockholders' Deficit, Nine months Ended September 30, 1994....... 9 Condensed Consolidated Statements of Cash Flows, Nine months Ended September 30, 1994 and 1993.................... 10 Notes to Condensed Consolidated Financial Statements............. 11 Exhibit 11, Calculations of Earnings (Loss) Per Common Share..... 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................ 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................................. 22
2 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (IN THOUSANDS)
(Unaudited) September 30, December 31, 1994 1993 -------------- ------------ CURRENT ASSETS Cash and cash equivalents, including restricted cash of $64 in 1994 and $3,171 in 1993 $ 7,419 $16,916 Restricted short-term investments 668 668 Trade accounts receivable, less allowance for doubtful accounts of $306 in 1994 and $311 in 1993 8,001 8,476 Other receivables 5,045 5,109 Prepaid expenses and other current assets 4,121 3,476 Assets held for sale 5,373 6,000 ------- ------- Total current assets 30,627 40,645 ------- ------- ASSETS HELD FOR SALE 10,643 8,660 EQUIPMENT AND PROPERTY Flight and other equipment 27,561 35,547 Equipment under capital leases 11,943 13,675 ------- ------- 39,504 49,222 Less accumulated depreciation and amortization 11,846 16,171 ------- ------- Net equipment and property 27,658 33,051 ------- ------- LONG-TERM OPERATING DEPOSITS 13,150 10,028 OTHER ASSETS AND DEFERRED CHARGES 7,294 4,735 ------- ------- TOTAL ASSETS $89,372 $97,119 ======= =======
(Continued) 3 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT (IN THOUSANDS EXCEPT SHARE DATA)
(Unaudited) September 30, December 31, 1994 1993 -------------- ------------- CURRENT LIABILITIES Note payable to bank $ 3,841 $ 7,069 Current maturities of long-term obligations 12,266 10,448 Deferred aircraft rent 889 6,295 Accounts payable 13,020 11,064 Unearned revenue 728 4,456 Accrued maintenance in excess of reserves paid 6,597 14,732 Accrued salaries and wages 7,244 7,252 Accrued interest 2,429 2,224 Accrued taxes 2,009 955 --------- --------- Total current liabilities 49,023 64,495 --------- --------- LONG-TERM OBLIGATIONS, NET Subordinated convertible debt 65,000 65,000 Subordinated notes, net 24,938 24,926 Deferred aircraft rent 1,603 1,850 Equipment financing and other long-term obligations 18,290 26,825 --------- --------- Total long-term obligations, net 109,831 118,601 --------- --------- OTHER LIABILITIES Deferred gain from sale leaseback transactions, net of accumulated amortization of $31,989 in 1994 and $30,395 in 1993 8,638 10,322 Accrued postretirement benefits 2,372 2,250 Accrued maintenance in excess of reserves paid 2,927 2,080 Other 395 444 --------- --------- Total other liabilities 14,332 15,096 --------- --------- TOTAL LIABILITIES 173,186 198,192 --------- --------- MINORITY INTEREST -- -- COMMON STOCKHOLDERS' DEFICIT Common stock, $1 par value, (60,000,000 shares authorized, 15,374,876 shares issued and 15,312,291 shares outstanding at September 30, 1994 and 15,224,076 shares issued and 15,161,491 shares outstanding at December 31, 1993) 15,375 15,224 Additional paid-in capital 37,038 34,071 Deferred compensation (1,408) -- Retained deficit (134,479) (148,114) ESOP guaranteed bank loan -- (1,914) Treasury stock, at cost (340) (340) --------- --------- TOTAL COMMON STOCKHOLDERS' DEFICIT (83,814) (101,073) --------- --------- COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT $ 89,372 $ 97,119 ========= =========
See accompanying Notes to Condensed Consolidated Financial Statements 4 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT SHARE DATA) (UNAUDITED)
1994 1993 --------- --------- OPERATING REVENUES Contract flight operations $ 49,311 $ 43,378 Flight operations subcontracted to other carriers 1,922 63 Other 310 478 Transaction processing - US Order 342 334 -------- -------- Total operating revenues 51,885 44,253 -------- -------- OPERATING EXPENSES Flight 21,046 18,491 Maintenance 7,446 6,681 Aircraft costs 13,238 13,963 Fuel 7,310 9,371 Flight operations subcontracted to other carriers 1,869 121 Depreciation and amortization 1,363 860 Selling and administrative 6,915 5,217 Transaction processing - US Order 5,090 2,401 -------- -------- Total operating expenses 64,277 57,105 -------- -------- OPERATING LOSS (12,392) (12,852) -------- -------- OTHER INCOME (EXPENSE) Interest expense (2,963) (2,852) Interest income 300 263 Gain on sale of US Order banking operations 14,547 -- Other, net (673) (19) -------- -------- Total other income (expense) 11,211 (2,608) -------- -------- LOSS BEFORE INCOME TAXES AND MINORITY INTEREST (1,181) (15,460) INCOME TAX BENEFIT 51 29 MINORITY INTEREST (1,410) -- -------- -------- NET LOSS $ (2,540) $(15,431) ======== ========
5 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, (UNAUDITED)
1994 1993 ---------- ---------- NET LOSS PER COMMON AND COMMON EQUIVALENT SHARE Primary $ (0.16) $ (1.06) ====== ====== Fully diluted $ * $ * ====== ====== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING Primary 15,537,230 14,594,472 ========== ========== Fully diluted * * ========== ==========
/*/ Fully diluted earnings per share are anti-dilutive. See accompanying Notes to Condensed Consolidated Financial Statements 6 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT SHARE DATA) (UNAUDITED)
1994 1993 --------- --------- OPERATING REVENUES Contract flight operations $158,500 $155,730 Flight operations subcontracted to other carriers 2,199 1,221 Other 723 1,173 Transaction processing - US Order 1,023 742 -------- -------- Total operating revenues 162,445 158,866 -------- -------- OPERATING EXPENSES Flight 54,421 49,681 Maintenance 18,482 23,505 Aircraft costs 41,644 37,988 Fuel 29,456 33,138 Flight operations subcontracted to other carriers 2,126 1,308 Depreciation and amortization 4,032 5,229 Selling and administrative 19,106 14,389 Transaction processing - US Order 9,714 7,227 Loss on sale of Key Airlines -- 837 -------- -------- Total operating expenses 178,981 173,302 -------- -------- OPERATING LOSS (16,536) (14,436) -------- -------- OTHER INCOME (EXPENSE) Interest expense (9,218) (7,975) Interest income 777 609 Gain on sale of World Airways 26,922 -- Gain on sale of US Order banking operations 14,547 -- Other, net (720) (365) -------- -------- Total other income (expense) 32,308 (7,731) -------- -------- EARNINGS (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST 15,772 (22,167) INCOME TAX EXPENSE (97) (7) MINORITY INTEREST (2,040) 2,368 -------- -------- NET EARNINGS (LOSS) $ 13,635 $(19,806) ======== ========
(Continued) 7 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED)
1994 1993 ------------ ------------ NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Primary $ 0.89 $ (1.37) ===== ====== Fully diluted $ 0.79 $ * ===== ====== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING Primary 15,296,419 14,424,192 ========== ========== Fully diluted 21,446,357 * ========== ==========
/*/ Fully diluted earnings per share are anti-dilutive. See accompanying Notes to Condensed Consolidated Financial Statements 8 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (IN THOUSANDS EXCEPT SHARE DATA) (UNAUDITED)
Employee Total Stock Owner- Common Additional ship Plan Treasury Stock- Common Paid-in Deferred Retained Guaranteed Stock holder's Stock Capital Compensation Deficit Bank Loan at cost Deficit ----- ------- ------------ ------- --------- ------- ------- BALANCE AT 12/31/93 $ 15,224 $ 34,071 $ 0 $(148,114) $ (1,914) $ (340) $(101,073) Exercise of 149,900 options and warrants 151 636 -- -- -- -- 787 Employee Stock Ownership Plan guaranteed bank loan -- -- -- -- 1,914 -- 1,914 Grant of stock options -- 2,217 (2,217) -- -- -- -- Amortization of defer- red compensation -- -- 809 -- -- -- 809 Other -- 114 -- -- -- -- 114 Net earnings -- -- -- 13,635 -- -- 13,635 -------- -------- ------- -------- ------ ------ -------- BALANCE AT 9/30/94 $ 15,375 $ 37,038 $ (1,408) $(134,479) $ 0 $ (340) $ (83,814) ======== ======== ======= ======== ====== ====== ========
See accompanying Notes to Condensed Consolidated Financial Statements 9 WORLDCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (IN THOUSANDS) (UNAUDITED)
1994 1993 --------- --------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 16,916 $ 13,759 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) 13,635 (19,806) Adjustments to reconcile net earnings (loss) to cash used in operating activities: Depreciation and amortization 4,032 5,229 Deferred gain recognition (1,683) (3,435) (Gain) loss on sale of equipment and property 765 (140) Loss on sale of investments 101 -- Minority interest on income (loss) of subsidiaries 2,040 (2,368) Gain on sale of World Airways (26,922) -- Gain on sale of US Order banking operations (14,547) -- Other 1,718 730 Changes in certain assets and liabilities net of effects of non-cash transactions: Decrease in accounts receivable 3,147 4,095 Increase in deposits, prepaid expenses and other assets (6,770) (1,163) Increase (decrease) in accounts payable, accrued expenses and other liabilities (4,047) 10,380 -------- -------- Net cash used by operating activities (28,531) (6,478) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to equipment and property (4,370) (23,530) Disposals of equipment and property 2,406 5,514 Proceeds from sale of US Order banking operations 14,746 -- Proceeds from sales of investments 6,029 3,811 Purchase of investments (6,133) (1,090) -------- -------- Net cash provided (used) by investing activities 12,678 (15,295) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Issuances under bank line of credit and debt 68,763 21,897 Repayments under bank line of credit and debt (83,336) (12,836) Repayment of ESOP guaranteed bank loan (1,734) -- Proceeds from stock transactions 913 2,287 Payment on redemption of preferred stock (2,718) -- Proceeds from sale of World Airways 24,651 -- Payment of dividends on US Order preferred stock (183) -- Other -- (71) -------- -------- Net cash provided by financing activities 6,356 11,277 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (9,497) (10,496) -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,419 $ 3,263 ======== ========
NOTE: Cash payments of approximately $8.6 million and $7.0 million were made for interest in 1994 and 1993, respectively, and cash payments of approximately $0.1 million were made for income taxes in 1994 and 1993. Assets acquired through capital lease transactions were approximately $0.2 million and $10.1 million in 1994 and 1993, respectively. A DC10 engine was exchanged for $1.0 million in lieu of cash owed to lessors upon the return of three DC10 aircraft. A note payable of $1.1 million was issued in exchange for the redemption of US Order preferred stock. See accompanying Notes to Condensed Consolidated Financial Statements 10 WORLDCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The condensed consolidated balance sheet of WorldCorp, Inc. ("WorldCorp" or the "Company") as of September 30, 1994, the related condensed consolidated statements of operations for the three and nine month periods ended September 30, 1994 and 1993, the condensed consolidated statement of changes in common stockholders' deficit for the nine months ended September 30, 1994, and the condensed consolidated statements of cash flows for the nine months ended September 30, 1994 and 1993 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. All significant intercompany balances have been eliminated. Interim results are not necessarily indicative of results for a full year. Certain 1993 amounts have been reclassified to conform with the 1994 presentation. The financial statements and notes are presented as required by Form 10-Q, and do not contain certain information included in the Company's annual financial statements and notes. These financial statements should be read in conjunction with the financial statements and the notes included in the Company's annual report filed on Form 10-K for the year ended December 31, 1993. 2. On February 28, 1994, WorldCorp, World Airways, Inc. ("World Airways"), and MHS Berhad ("MHS") completed the 24.9% sale of World Airways' common stock for $27.4 million in cash. WorldCorp recognized a gain of approximately $26.9 million from this transaction in the first quarter of 1994. The Company expects to use a portion of its capital loss and net operating loss carryforwards to offset this gain. 3. On March 31, 1994, the lease of three DC10-30 convertible aircraft expired. World Airways returned these aircraft during the third quarter. In connection with these lease terminations, the Company reversed $4.2 million in accrued maintenance reserves in 1994. On October 24, 1994, World Airways entered into a 4 1/2 month lease for a DC10 aircraft beginning November 15, 1994. 4. On August 1, 1994, US Order, Inc. ("US Order") sold its electronic banking and bill payment operations to VISA International Services Association, Inc. ("VISA") for $15.0 million. US Order is eligible to receive certain payments from VISA as additional purchase price consideration beginning January 1, 1995 and continuing through December 31, 2000. These potential additional payments will be based on the number of VISA customers using the US Order technology for bill payment, and will be calculated monthly and paid quarterly. In addition, WorldCorp has exercised an option to purchase additional shares of the voting stock of US Order for consideration equal to $3.9 million which will increase its voting ownership percentage to 90% by January 1995. 5. World Airways' cockpit and flight attendant crewmembers are covered by collective bargaining agreements which expired in July 1992. On August 15, 1994, World Airways and the International Brotherhood of Teamsters ("Teamsters") executed a four-year agreement on behalf of World Airways' cockpit members, which was ratified on September 9, 1994. The agreement contains modifications to the crewmember work rules which will permit World Airways to take greater advantage of the operational capabilities of the MD-11 aircraft fleet in exchange for crewmember pay increases. World Airways is currently in negotiations with the Teamsters to develop a new agreement for the flight attendants. 11 EXHIBIT 11 1 OF 2 WORLDCORP, INC. AND CONSOLIDATED SUBSIDIARIES CALCULATIONS OF LOSS PER COMMON SHARE FOR THE THREE MONTHS ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT SHARE DATA) (UNAUDITED)
1994 1993 ------------ ------------ Loss from continuing operations $ (2,540) $ (15,431) =========== =========== NET LOSS APPLICABLE TO COMMON STOCK $ (2,540) $ (15,431) =========== =========== Weighted average common shares outstanding 15,537,230 14,594,472 =========== =========== NET LOSS PER SHARE OF COMMON STOCK $ (0.16) $ (1.06) =========== ===========
12 EXHIBIT 11 2 OF 2 WORLDCORP, INC. AND CONSOLIDATED SUBSIDIARIES CALCULATIONS OF EARNINGS (LOSS) PER COMMON SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT SHARE DATA) (UNAUDITED)
1994 1993 ------------------------- --------- Fully Primary Diluted ----------- ---------- Earnings (loss) from continuing operations $ 13,635 $ 13,635 $ (19,806) Plus: Assumed interest expense reduction from conversion of Convertible Debt -- 3,413 -- ---------- ---------- ---------- NET EARNINGS (LOSS) APPLICABLE TO COMMON STOCK $ 13,635 $ 17,048 $ (19,806) ========== ========== ========== Weighted average common shares outstanding 15,296,419 21,446,357 14,424,192 PRIMARY AND FULLY DILUTED NUMBER OF SHARES 15,296,419 21,446,357 14,424,192 ========== ========== ========== NET EARNINGS (LOSS) PER SHARE OF COMMON STOCK $ 0.89 $ 0.79 $ (1.37) ========== ========== ==========
13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- Management's Discussion and Analysis of Financial Condition and Results of Operations presented below relates to the operations of WorldCorp, Inc. ("WorldCorp" or "the Company") as reflected in its condensed consolidated financial statements. These statements primarily include the accounts of the contract flight operations of World Airways, Inc. ("World Airways"). On February 28, 1994, the Company sold 24.9% of its ownership in World Airways to MHS Berhad, a Malaysian aviation company. WorldCorp also has an ownership interest in US Order, Inc. ("US Order"), a company which has developed systems that facilitate banking, bill payment, enhanced telephone services, and shopping from the home. In December 1993, US Order completed a $12.0 million private equity placement. On August 1, 1994, US Order sold its electronic banking and bill payment operations to VISA International Services Association, Inc. ("VISA"). As of September 30, 1994, WorldCorp owns 48% of the voting stock of US Order. In addition, WorldCorp has exercised an option to purchase additional shares of the voting stock of US Order for consideration equal to $3.9 million which will increase its voting ownership percentage to 90% (see "Business Trends") by January 1995. US Order's results of operations are consolidated in the accompanying financial statements. GENERAL WorldCorp owns majority positions in companies that operate in two distinct business areas: air transportation (through World Airways) and transaction processing (through US Order). MHS Berhad of Malaysia is an equity investor in World Airways. Knight Ridder is an equity investor in US Order. AIR TRANSPORTATION - ------------------ World Airways is a contract air carrier that generally charges customers based on a block hour basis rather than a per seat or per pound basis. A "block hour" is defined as the elapsed time computed from the moment the aircraft moves at its point of origin to the time it comes to rest at its destination. Fluctuations in flight revenues are not necessarily indicative of true growth because of shifts in the mix between full service contracts and basic contracts. Under the terms of full service contracts, World Airways is responsible for all costs associated with operating these contracts and receives a higher rate per hour. Under the terms of basic contracts, World Airways provides only certain services associated with the contract including aircraft, crews, insurance, and maintenance ("Basic Contracts"). World Airways typically charges a lower rate per hour for basic contracts since the customer is responsible for other operating costs. For this reason, it is important to measure pure growth through block hours flown rather than actual revenues earned. Typically, U.S. military contracts are full service contracts where the rate paid is set annually and consists of all flying costs, including fuel and ground handling of the aircraft and cargo. The Company's current fuel purchasing policy consists of the purchase of fuel within seven days in advance of all flights based on current prices set by individual airports. In addition, the Company receives certain volume discounts. The Company purchases no fuel under long-term contracts nor does the Company enter into futures or fuel swap contracts. The Company manages fuel price risk by making the Company's customers responsible (in all of the Company's contracts) for potential fuel price fluctuations in excess of five percent. Customers - --------- World Airways' business relies heavily on its U.S. Air Mobility Command ("AMC"), Malaysian Airline System Berhad ("MAS"), and P.T. Garuda Indonesia ("Garuda") contracts, which provided 24%, 17%, and 21%, respectively, of consolidated revenues in 1993, and 19%, 16%, and 16%, respectively, of total block hours in 1993. During the first nine months of 1994, AMC, MAS, and Garuda contracts provided 19%, 11%, and 31%, respectively, of consolidated revenues, and 15%, 10%, and 25%, respectively, of total block hours. The loss of any of these contracts or a substantial reduction in business from any of these contracts, if not replaced, would have a material adverse effect on the Company's revenues and financial condition. AMC has awarded contracts to World Airways since 1956. The minimum contract amount for 1995 of $35.2 million is a 73% increase over 1994, and will be augmented by further expansion business. Expansion business totalled 161% of the minimum contract amount for 1993 and 163% for the first nine months of 1994. World Airways cannot determine 14 how any future cuts in military spending may affect future operations with AMC. World Airways has provided service to MAS since 1981, providing aircraft for integration into MAS' scheduled passenger and cargo operations as well as transporting passengers for the annual Hadj pilgrimage. The current MAS contract, which was entered into in 1992, expires in 1996. In 1993, World Airways provided four aircraft for Hadj operations. MHS Berhad ("MHS"), which recently acquired 24.9% of World Airways, has acquired 32% of MAS. Due to the strengthening of the MHS/MAS relationship, World Airways has agreed to provide aircraft to MAS under long-term contracts (see Business Trends). World Airways has provided service to Garuda since 1988 under an annual contract. World Airways provided six aircraft for the 1994 Garuda Hadj operations. In addition, World Airways has provided aircraft for Garuda's cargo operations in previous years. TRANSACTION SERVICES - -------------------- US Order is a leading provider of interactive transaction services to the home and the only company with a smart-screen based telephone that is fully operational with a broad menu of available services. The company completed a transaction with VISA International Services Association, Inc. ("VISA") on August 1, 1994 in which the company sold its banking and bill payment operations to VISA for $15.0 million in cash plus certain future payments. US Order is eligible to receive certain payments from VISA as additional consideration beginning January 1, 1995 and ending December 31, 2000. These potential additional payments are derived from the number of VISA customers worldwide using the US Order technology for bill payment. No assurances can be given as to the amount of the royalty payments that will be received from VISA. As a result of the purchase of US Order's banking operations by VISA, US Order has agreed to certain restrictions on its operations with respect to the banking and financial services industry. Similarly, VISA has agreed to certain restrictions on its activities as they might relate to the ongoing businesses of US Order. Additionally, VISA has agreed to market US Order as a "preferred provider" of certain products and services. These products and services include customization services, smart telephones, non-financial applications, customer service, and facilities management. US Order expects to derive revenue from these services as a wholesaler to VISA member banks, telephone companies, cable television companies, and others. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE THREE MONTHS ENDED - ------------------------------------------------------------------------ SEPTEMBER 30, 1993 - ------------------ Operating Revenue - ----------------- In the third quarter of 1994, operating revenues increased $7.6 million (17%) to $51.9 million. This increase is due to an increase in block hours flown. Block hours increased 24% to 6,622 in 1994 from 5,349 in 1993. This increase was partially offset by an eight percent decrease in revenue per block hour to $7,447 in 1994 from $8,110 in 1993 due to the shift in the mix of business to more basic contracts. Block hours under full service contracts were 68% of total block hours in 1994 and 92% in 1993. Aircraft capacity, the number of days that the Company's aircraft are available for service (including days in maintenance), decreased to 7.1 available aircraft per day in the third quarter of 1994 from 9.3 in 1993. This decrease was offset by a 61% increase in daily aircraft utilization to 10.1 hours in 1994 from 6.3 hours in 1993. Aircraft utilization is measured by the total block hours that the Company's aircraft were in use divided by the number of days that the aircraft were available for service (including days in maintenance). Operating Expenses - ------------------ Flight costs increased $2.6 million (14%) due to an increase in block hours flown offset by a shift to more Basic Contracts. 15 Maintenance costs increased $0.8 million (11%) due to the increase in block hours flown. Maintenance cost per block hour was $1,124 in the third quarter of 1994 compared with $1,249 in 1993. This decrease in maintenance cost per block hour was largely due to a reduction of higher cost DC10 aircraft in favor of the MD-11 aircraft. Aircraft costs decreased $0.7 million (5%) in 1994. This decrease was primarily due to a reduction of $3.0 million in rent costs associated with the return of three DC10 aircraft in 1993 and three DC10 aircraft in the third quarter of 1994. Partially offsetting this decrease was a $1.9 million increase in rent cost associated with the delivery of one MD-11 aircraft during April 1994. Fuel costs decreased by $2.1 million (22%) primarily due to a decrease in full service contracts and a decrease in fuel price per gallon. Flight operations subcontracted to other carriers increased $1.7 million primarily due to the subservice of flights due to technical delays. Depreciation and amortization increased $0.5 million (59%). In 1993 World Airways reversed $1.1 million of previously expensed improvements associated with two DC10-30 aircraft which were returned in July 1993. This increase was partially offset by a reduction in depreciation associated with the return of DC10 aircraft to their lessors. Selling and administrative costs increased $1.7 million (33%) primarily as a result of increased marketing efforts and stock options granted to certain executives resulting in non-cash compensation expense. Transaction Services - US Order - ------------------------------- On August 1, 1994, US Order sold its electronic banking and bill payment operations to VISA ("the VISA transaction"). The accompanying statements of operations include 58% of the results of operations of US Order prior to the VISA transaction and 64% thereafter. These percentages are based on liquidation preferences. In the third quarter of 1994, the Company recorded $7.0 million of net income (net of $2.5 million of minority interest) relating to US Order, compared to $2.2 million of losses in 1993. This $9.2 million increase is due to a $10.7 million gain (net of minority interest) resulting from the VISA transaction offset by $1.9 million of compensation expense (net of minority interest) from the buyout of US Order employee stock options as part of the VISA transaction. WorldCorp has exercised an option to purchase additional shares of the voting stock of US Order for consideration equal to $3.9 million, which will increase its ownership of the voting stock to 90% by January 1995. Non-Operating Items - ------------------- Other non-operating expenses increased $0.7 million primarily due to the loss on the sale of a DC-10 engine. NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER - -------------------------------------------------------------------------------- 30, 1993 - -------- Operating Revenue - ----------------- In the first nine months of 1994, operating revenues increased $3.6 million (2%) to $162.4 million primarily due to an increase in block hours flown. Block hours increased 15% to 20,279 in 1994 from 17,684 in 1993. This increase was partially offset by guaranteed minimum payments related to the 1994 Hadj of $0.2 million which were significantly below guaranteed minimum payments of $8.3 million in 1993. This increase was also offset by an 11% decrease in revenue per block hour to $7,815 in 1994 from $8,806 in 1993 (excluding revenue from guaranteed block hours). Block hours under full service contracts were 75% of total block hours in 1994 and 94% in 1993. Aircraft capacity, the number of days that the Company's aircraft are available for service (including days in maintenance), decreased to 8.7 available aircraft per day in the first nine months of 1994 from 9.0 in 1993. This decrease was offset by an 18% increase in daily aircraft utilization to 8.5 hours in 1994 from 7.2 hours in 1993. Aircraft utilization is measured by the total block hours that the Company's aircraft were in use divided by the number of days that the aircraft were available for service (including days in maintenance). 16 Operating Expenses - ------------------ Flight costs increased $5.0 million (10%) primarily due to costs associated with increased passenger flying. Maintenance costs decreased by $5.0 million (21%). In 1994, the lease of three DC10-30 aircraft expired and excess accrued maintenance reserves of $4.2 million associated with these aircraft were reversed. Excluding the effect of this reversal, maintenance cost per block hour was $1,120 in the first nine months of 1994 compared with $1,329 in 1993. The reduced maintenance costs are due, in part, to guarantees and warranties received from the engine and aircraft manufacturers of the MD-11 aircraft. The Company is, in part, relying on manufacturers' guidelines to estimate future maintenance costs on the MD-11 aircraft. In addition, the reduced maintenance costs are due, in part, to a decrease in costs associated with the DC10 aircraft. Aircraft costs increased by $3.6 million (10%) in 1994. This increase was primarily due to a $12.1 million increase in rent cost associated with the delivery of five MD-11 aircraft during March and April 1993 and April 1994. In addition, the company incurred $1.6 million of rent costs associated with the short-term lease of two aircraft in 1994. Partially offsetting these increases was $10.2 million in rent costs associated with three DC10 aircraft which were returned in 1993 and three DC10 aircraft returned in the third quarter of 1994. Fuel costs decreased by $3.7 million (11%) primarily due to a decrease in full service contracts and a decrease in fuel price per gallon. Flight operations subcontracted to other carriers decreased $0.8 million (63%) primarily due to the subservice of AMC flights during 1993's Hadj program. Depreciation and amortization decreased $1.2 million (23%) primarily as a result of the elimination of costs for leasehold improvements to two DC10-30 aircraft integrated into World Airways' fleet in April 1992. These aircraft were initially leased under twelve-year operating leases and were returned to their lessor in July 1993, accelerating the amortization of the related leasehold improvements. In addition, depreciation expense decreased due to stopping depreciation on excess DC10 spare parts currently held for sale following the return of the DC10 aircraft. This decrease was partially offset by the depreciation of spare parts purchased for MD-11 aircraft integrated into the fleet in 1993. Selling and administrative costs increased $4.5 million (30%) primarily as a result of increased legal and professional fees and marketing efforts. In addition, the Company granted stock options to certain executives, resulting in compensation expense. Transaction Services - US Order - ------------------------------- In the first nine months of 1994, the Company recorded $2.5 million of net income (net of $2.5 million of minority interest) relating to US Order, compared to $5.0 million of losses (net of $2.4 million of minority interest) in 1993. This $7.5 million increase is due to a $10.7 million gain (net of minority interest) resulting from the VISA transaction offset primarily by $1.9 million of compensation expense (net of minority interest) from the buyout of US Order employee stock options as part of the VISA transaction. Non-Operating Items - ------------------- Interest income increased $0.2 million as a result of higher investment balances. Interest expense increased $1.2 million (16%) in 1994 as a result of MD-11 rotables financing, aircraft rent deferrals, and use of a bank line of credit. In addition, WorldCorp recognized a gain of $26.9 million from the sale of 24.9% of World Airways common stock in 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's air transportation subsidiary operates in a very challenging business environment. During the past several years, the combination of a generally weak economy, reduced military spending, and the depressed state of the airline industry and the economy has adversely affected the Company's operating performance. There has been significant recent growth in demand within the industry, however, yields remain low. The Company is highly leveraged primarily 17 due to losses sustained by World Airways' discontinued scheduled operations between 1979 and 1986, and losses the Company incurred in 1990, 1992, and 1993. The Company has historically financed its working capital and capital expenditure requirements out of cash flow from operating activities, secured borrowings, and other financings from banks and other lenders. Cash Flows from Operating Activities - ------------------------------------ During the first nine months of 1994, operating activities used $28.5 million compared to $6.5 million in the prior year. This decrease in cash is primarily due to operating losses incurred in 1994, MD-11 aircraft security deposits, and a decrease in accounts payable due to payments to lessors and reversal of excess accruals relating to the return of DC10 aircraft to their lessors. Cash Flows from Investing Activities - ------------------------------------ Cash flows from investing activities provided $12.7 million in 1994 as compared to using $15.3 million in 1993. In 1994, the Company purchased spare parts for one MD-11 aircraft integrated into the fleet in April 1994. In 1993, the Company purchased spare parts for four MD-11 aircraft integrated into the fleet in March and April 1993. These purchases were offset by the sale of equipment and investments. In addition, US Order sold its banking operations to VISA for $14.7 million (net of related expenses). Cash Flows from Financing Activities - ------------------------------------ In the first nine months of 1994, financing activities provided $6.4 million as compared to $11.3 million in the prior year. In 1994, the Company sold 24.9% of World Airways to MHS for $24.7 million. In addition, US Order repurchased $2.7 million of preferred stock. The Company made $16.3 million of net repayments for debt and a bank line of credit in 1994 versus acquiring $9.1 million of additional debt and a bank line of credit in 1993. Finally, the Company received $0.9 million from stock transactions in 1994 versus $2.3 million in 1993. Capital Plans - ------------- In October 1992 and January 1993, World Airways signed a series of agreements to lease seven new MD-11 aircraft for initial lease terms of two to five years. World Airways has taken delivery of four passenger MD-11 aircraft and one freighter MD-11 and is scheduled to take delivery of two convertible MD- 11s in 1995. Two of the passenger MD-11 aircraft replaced the two passenger DC10-30 aircraft which were integrated into World Airways' fleet in April 1992 and returned to McDonnell Douglas in July 1993. The delivery of the convertible MD-11s is expected to occur approximately nine months after the end of the lease of three DC10-30 convertibles during the third quarter of 1994. World Airways plans to exit DC10 aircraft and ultimately standardize its fleet around the MD- 11 aircraft. World Airways, however, recently entered into a 4 1/2 month lease for a DC10 aircraft beginning November 15, 1994. World Airways may choose to lease additional DC10 aircraft to meet short-term peak demand requirements. World Airways made $5.9 million of capital expenditures and cash deposits for MD-11 integration in the first nine months of 1994. World Airways estimates that its required capital expenditures for MD-11 integration will be approximately $0.5 million for the remainder of 1994 and $9.8 million in 1995. While World Airways is seeking financing for the purchase of additional spare parts relating to the new MD-11 aircraft, no assurances can be given that the Company will obtain the necessary financing. As of September 30, 1994, the Company holds approximately $16.0 million (at book value) of aircraft spare parts and transaction processing terminals currently available for sale. The Company anticipates proceeds from the sale of a portion of these assets to be approximately $1.1 million for the remainder of 1994 and $4.8 million in 1995. US Order's working capital and capital expenditure requirements for the next twelve months are expected to be approximately $4.0 million. On August 1, 1994, US Order sold its electronic banking and bill payment operations to VISA for $15.0 million plus certain future payments. Approximately $5.6 million of these proceeds will be used to fund future working capital requirements of US Order. On August 25, 1994, the Company's Board of Directors approved the exercise of WorldCorp's option to purchase 4.8 million shares of US Order common stock currently held by its founders. Under the terms of this agreement, 18 WorldCorp shall pay $3.9 million in consideration as follows: $2.1 million in shares of WorldCorp common stock and $1.8 million in cash. As a result of this agreement, WorldCorp will increase its voting ownership in US Order to 90% by January 1995. As of November 11, 1994, WorldCorp has invested $11.7 million of equity (net of $3.3 million received from the retirement of a portion of US Order preferred stock - see "Financing Developments") and $3.5 million of unsecured debt in US Order. WorldCorp does not plan to provide additional financing to US Order in 1994 or 1995. Financing Developments - ---------------------- The Company has closed certain transactions which, in aggregate, have provided additional cash to WorldCorp, World Airways, and US Order. First, on October 30, 1993, WorldCorp, Inc., World Airways, Inc., and MHS Berhad entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which MHS, subject to satisfactory completion of its due diligence investigations, agreed to purchase 24.9% of World Airways' common stock for $27.4 million in cash. On February 28, 1994, WorldCorp, World Airways, and MHS concluded this transaction. World Airways received upon closing (the "Closing") $12.4 million to fund its working capital requirements. The remaining $15.0 million (less a $2.7 million deposit received in November 1993) was paid to WorldCorp to add to its cash reserves. At the time of the signing of the Stock Purchase Agreement, World Airways was a wholly-owned subsidiary of WorldCorp. As a result of this transaction, WorldCorp recognized a gain of approximately $26.9 million in the first quarter of 1994. Second, in 1993, World Airways closed an agreement with a financial institution for a $20.0 million credit facility collateralized by certain receivables and spare parts. This agreement contains certain covenants related to World Airways' financial condition and operating results. Approximately $10.8 million of the proceeds from this transaction were used to retire existing obligations. The balance was added to cash reserves. As of October 31, 1994, $4.4 million of the $8.0 million portion of the credit facility collateralized by receivables was utilized with $1.8 million borrowing capacity currently available. World Airways was not in compliance with its debt covenants at the end of the third quarter but has obtained a waiver of these covenants from the financial institution. World Airways will not meet these required covenants in the fourth quarter of 1994, and will seek waivers. No assurances can be given, however, that the Company will obtain the required waivers. Third, on August 1, 1994, US Order sold its electronic banking and bill payment operations to VISA for $15.0 million and a 72 month royalty stream commencing January 1, 1995 and ending December 31, 2000 (the "Royalty Period"). Of the proceeds received by US Order, $9.4 million was used to retire a portion of its preferred stock (of which WorldCorp received $3.3 million) and vested employee options. The remaining $5.6 million of these proceeds will be used to fund future working capital requirements of US Order. The royalty amount is based on the number of VISA customers using the electronic banking and bill payment technology sold by US Order to VISA. To date, VISA has contracted with approximately 30 U.S.-based financial institutions (including six of the nation's top 20 banks) to offer the VISA bill pay system. No assurances can be given as to the amount of the royalty payments that will be received from VISA. As of this date, WorldCorp has sufficient cash reserves and likely financing sources to meet its obligations for the foreseeable future. Similarly, having completed the VISA transaction, US Order has sufficient cash reserves and likely financing sources to meet its obligations for the foreseeable future. World Airways' overall financial condition is significantly improved from this time one year ago. World Airways' management believes it has sufficient financial flexibility to fund its operations through borrowing capabilities with lenders or affiliates and cost reduction activities detailed below. BUSINESS TRENDS The Company's air transportation business is highly seasonal. Typically, World Airways experiences reduced demand during the first quarter for passenger and cargo services relative to other times of the year. World Airways generally experiences stronger results in the second and third quarters due to demand for commercial passenger services including the annual Hadj pilgrimage. Fourth quarter results depend upon the overall world economic climate and global trade patterns. 19 Soft demand and weakening yields have adversely affected worldwide cargo and passenger markets. In response, World Airways has significantly increased its worldwide sales and marketing presence by 1) selling 24.9% of its equity to MHS Berhad, solidifying a marketing alliance with a leading aviation company in Malaysia, 2) recruiting active outside board members with experience in worldwide aviation and travel services, and 3) increasing its internal sales and marketing staff from two to seven executives. Flying levels year-to-date through October 1994 increased 13% over the same period in 1993. As a result of its marketing alliance with MAS and increased marketing efforts, World Airways has entered into several important contracts. First, MAS has contracted for two MD-11 cargo aircraft for a total of 800 hours a month over a five-year period. Operations for one aircraft began in September 1994. The other contract commences in March 1995. Second, World Airways recently began a six month contract with MAS for two MD-11 passenger aircraft. World Airways is seeking to extend this contract over a long-term period. Third, World Airways has obtained regulatory approval from the Government of Israel to operate a scheduled service commencing in the spring of 1995. In order to make World Airways more cost-competitive with certain passenger and cargo carriers, and to improve cash flow, World Airways' management has taken a series of steps to reduce operating costs. These steps generally involve eliminating business activities that are not essential to World Airways' operations, including eliminating those costs which customers are not prepared to compensate for in the form of higher prices. World Airways' management believes that these actions, which began earlier in the third quarter, may result in improvements in operating income and cash flow of up to $16.0 million, annually. World Airways' cockpit and flight attendant crewmembers are covered by collective bargaining agreements which expired in July 1992. On August 15, 1994, World Airways and the Internatioanl Brotherhood of Teamsters ("Teamsters") executed a four-year agreement on behalf of World Airways' cockpit members, which was ratified on September 9, 1994. The agreement contains modifications to the crewmember work rules which will permit World Airways to take greater advantage of the operational capabilities of the MD-11 aircraft fleet in exchange for crewmember pay increases. World Airways is currently in negotiations with the Teamsters to develop a new agreement for the flight attendants. US Order's research clearly indicated the importance of bill payment and banking services in attracting and retaining customers. In addition, such research indicated that consumers prefer to receive these banking services through their local bank. The transaction with VISA helps to deliver to consumers the banking services they demand through the channel they expect. As a result of the VISA transaction, US Order's business shifts from that of a retailer where the company spends significant amounts of capital up front to acquire customers, to that of a wholesaler, where the consumer acquisition costs are borne by the third parties such as VISA and its member banks. The company believes that the VISA transaction sharply reduces the risk of US Order's future performance while also expanding the business opportunities available to US Order including customization services, smart telephones, non-financial applications, customer service, and facilities management. OTHER MATTERS On August 11, 1992, WorldCorp, World Airways, and certain other commercial paper customers of Washington Bancorporation ("WBC") were served with a complaint by WBC as debtor-in-possession by and through the Committee of Unsecured Creditors of WBC (the "Committee"). The complaint arises from investment proceeds totaling $6.8 million received by WorldCorp and World Airways from WBC in May 1990 in connection with the maturity of WBC commercial paper. The Committee seeks to recover this amount on the grounds that these payments constituted voidable preferences and/or fraudulent conveyances under the Federal Bankruptcy Code and under applicable state law. On June 9, 1993, the Company filed a motion to dismiss this litigation and intends to vigorously contest the claim. No assurances can be given of the eventual outcome of this litigation. WorldCorp has never paid any cash dividends and does not plan to do so in the foreseeable future. Both the 13 7/8% Subordinated Notes Indenture and the indenture pursuant to which the Debentures were issued (the "Indentures") restrict the Company's ability to pay dividends or make other distributions on its common stock. In addition, the Indentures originally restricted the ability of World Airways to pay dividends other than to the Company. In 1994, however, the Company received approval from the holders of the Indentures to allow World Airways to pay dividends to parties other than the Company. 20 The $20 million credit facility also contains restrictions on World Airways' ability to pay dividends. Under this agreement, World Airways cannot declare, pay, or make any dividend or distribution in excess of the lesser of $4.5 million or 50% of net income for the previous nine months. In addition, World Airways must have a cash balance of at least $7.5 million immediately after giving effect to such dividend. All of the funds from operations are generated by the Company's subsidiaries. The ability of the Company and its subsidiaries to pay principal and interest on their respective short and long-term obligations is substantially dependent upon the payment to the Company of dividends, interest or other charges by its subsidiaries and upon funds generated by the operations of the subsidiaries. As of December 31, 1993, the Company had net operating loss carryforwards, investment tax credit carryforwards, and alternative minimum tax credit carryforwards of $137.2 million, $9.6 million, and $2.2 million, respectively (the "Carryforwards"). The availability of net operating loss and tax credit carryforwards to reduce the Company's future federal income tax liability is subject to limitations under the Internal Revenue Code of 1986, as amended (the "Code"). Generally, these limitations restrict availability of net operating loss and tax credit carryforwards upon an ownership change. In August 1991, the Company experienced an ownership change, and the use of $72.6 million of net operating loss carryforwards available to the Company from losses generated prior to the ownership change, plus the tax credit carryforwards described above, are limited to approximately $6.3 million annually (the "Limitation"). As a result of the transaction with MHS in February 1994, however, the Carryforwards will be split into two components: those generated solely by World Airways, and those generated by the remaining entities of the controlled group. As a result, approximately $84.8 million of the consolidated net operating loss carryforward will no longer be available to offset federal taxable income reflected on future consolidated tax returns. Instead, the $84.8 million will be available to World Airways on a separate company basis (subject to the Limitation). World Airways will also retain sole use of the $9.6 million investment tax credit carryforward and the $2.2 million alternative minimum tax credit carryforward to reduce its future federal income tax liability, subject to limitations under the Code. 21 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. - ------------------------------------------ (a) Exhibits --------
Exhibit No. Exhibit ------- ------- 3.1 Certificate of Incorporation of WorldCorp, Inc. dated March 16, Incorporated 1987. [Filed as Exhibit 3.1 to WorldCorp, Inc.'s Registration by reference Statement on Form S-4 (Commission File No. 33012735) filed on March 19, 1987 and incorporated herein by reference.] 3.2 Amended and Restated Bylaws of WorldCorp, Inc. dated November 13, Incorporated 1987. (Filed as Exhibit 3.1 to WorldCorp, Inc.'s Annual Report on by reference Form 10-K for the fiscal year ended December 31, 1987 and incorporated herein by reference.) 4.1 Indenture dated as of August 1, 1987 between WorldCorp, Inc. and Incorporated Norwest Bank of Minneapolis, N.A. (Filed as Exhibit 4.1 to by reference Amendment No. 2 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed August 13, 1987 and incorporated herein by reference.] 4.2 First Supplemental Indenture dated as of March 1, 1988 between Incorporated WorldCorp, Inc. and Norwest Bank of Minneapolis, N.A. (Filed as by reference Exhibit 4.2 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference.) 10.1 Warrant Agreement between WorldCorp, Inc. and Drexel Burnham Incorporated Lambert, Incorporated ("Drexel") dated as of June 30, 1988. by reference (Filed as Exhibit 10.1 to WorldCorp, Inc.'s Form 10-Q for the quarter ended March 31, 1989 and incorporated herein by reference.) 10.2 Employment Agreement dated as of November 10, 1988 between Incorporated WorldCorp, Inc. and T. Coleman Andrews, III. (Filed as Exhibit by reference 10.4 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference.) 10.4 Aircraft Lease Agreement dated as of March 30, 1987 between World Incorporated Airways, Inc. and The Connecticut National Bank, not in its by reference individual capacity, but solely as Owner Trustee. (Filed as Exhibit 10.34 to World Airways, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1986 and incorporated herein by reference.) 10.5 Merger Agreement and Plan of Reorganization dated as of April 28, Incorporated 1987 by and among World Airways, Inc., World Merger Corporation by reference and WorldCorp, Inc. [Filed as Exhibit 10.50 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed on July 31, 1987 and incorporated herein by reference.] 10.6 Assumption Agreement dated as of June 23, 1987 among WorldCorp, Incorporated Inc., World Airways, Inc. and T. Coleman Andrews, III. [Filed as by reference Exhibit 10.51 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed on July 31, 1987 and incorporated herein by reference.]
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Exhibit No. Exhibit ------- ------- 10.7 Assumption Agreement dated as of June 23, 1987 among WorldCorp, Incorporated Inc., World Airways, Inc. and D. Fraser Bullock. [Filed as by reference Exhibit 10.52 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed on July 31, 1987 and incorporated herein by reference.] 10.8 Guaranty and Amendment Agreement dated as of June 23, 1987 Incorporated between WorldCorp, Inc. and The Connecticut National Bank, a by reference national banking association, as Owner Trustee, with Burnham Leasing Corporation, as Owner Participant. [Filed as Exhibit 10.55 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed July 31, 1987 and incorporated herein by reference.] 10.9 Form of Assumption Agreement dated as of June 23, 1987 among Incorporated WorldCorp, Inc., World Airways, Inc. and each Indemnified Party. by reference [Filed as Exhibit 10.60 to WorldCorp, Inc.'s Form S-2 Registration Statement (Commission File No. 33-1358276) filed on July 31, 1987 and incorporated herein by reference.] 10.10 Agreement between World Airways, Inc. and Cockpit Crewmembers Incorporated represented by International Brotherhood of Teamsters. [Filed by by reference reference as Exhibit 10.66 to WorldCorp, Inc.'s Form S-3 Registration Statement (Commission File No. 2-91998) filed on December 10, 1987 and incorporated herein by reference.] 10.11 Agreement between World Airways, Inc. and Flight Attendants Incorporated represented by International Brotherhood of Teamsters. [Filed by reference reference as Exhibit 10.67 to WorldCorp, Inc.'s Form S-3 Registration Statement (Commission File No. 2-91998) filed on December 10, 1987 and incorporated herein by reference.] 10.12 Agreement between World Airways, Inc. and Mechanics represented Incorporated by the International Brotherhood of Teamsters. (Filed as Exhibit by reference 10.41 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference.) 10.13 Agreement between World Airways, Inc. and Stock Clerks and Store Incorporated Room Employees represented by the International Brotherhood of by reference Teamsters. (Filed as Exhibit 10.42 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference.) 10.14 Office Lease - The Hallmark Building dated as of May 16, 1987 Incorporated between WorldCorp, Inc. and GT Renaissance Centre Limited by reference Partnership. (Filed as Exhibit 10.36 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.15 Lease Amendment dated as of June 27, 1989 between WorldCorp, Inc. Incorporated and GT Renaissance Centre Limited Partnership. (Filed as Exhibit by reference 10.37 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.16 Office Lease - The Hallmark Building dated as of September 20, Incorporated 1989 between World Airways, Inc. and GT Renaissance Centre Limited by reference Partnership. (Filed as Exhibit 10.38 to WorldCorp, Inc's Annual Report on form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.17 Warrant Agreement dated as of July 22, 1989 between WorldCorp, Incorporated Inc. and Charles W. Pollard. (Filed as Exhibit 10.45 to WorldCorp, by reference Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.18 Warrant Agreement dated as of July 22, 1989 between WorldCorp, Incorporated Inc. and T. Coleman Andrews. (Filed as Exhibit 10.46 to WorldCorp, by reference Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.19 Warrant Agreement dated as of February 23, 1990 between WorldCorp, Incorporated Inc. and D. Fraser Bullock. (Filed as Exhibit 10.47 to WorldCorp, by reference Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.20 WorldCorp, Inc. Employee Savings and Stock Ownership Plan. (Filed Incorporated Exhibit 10.49 to WorldCorp, Inc.'s Annual Report on Form 10-K by reference as for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.21 Amendment No. 1 to WorldCorp Inc. Employee Savings and Stock Incorporated Ownership Plan. (Filed as Exhibit 10.50 to WorldCorp, Inc.'s by reference Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.22 Loan and Security Agreement dated as of May 24, 1989 between Incorporated WorldCorp Employee Savings and Stock Ownership Trust and American by reference Security Bank, N.A. (Filed as Exhibit 10.51 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.23 Guaranty Agreement dated as of May 24, 1989 by WorldCorp, Inc. for Incorporated the benefit of American Security Bank, N.A. (Filed as Exhibit by reference 10.52 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.24 Guarantor's Security Agreement dated as of May 24, 1989 between Incorporated WorldCorp, Inc. and American Security Bank, N.A. (Filed as Exhibit by reference 10.53 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference.) 10.25 Warrant Agreement dated as of August 25, 1986 between World Incorporated Airways, Inc. and T. Coleman Andrews, III. [Filed as Exhibit 10.13 by reference to WorldCorp, Inc.'s Form S-4 Registration Statement (Commission File No. 33-12735), filed March 19, 1987 and incorporated herein by reference.]
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Exhibit No. Exhibit ------- ------- 10.26 Warrant Agreement dated as of August 25, 1986 between World Incorporated Airways, Inc. and D. Fraser Bullock. [Filed as Exhibit 10.14 to by reference WorldCorp, Inc.'s Form S-4 Registration Statement (Commission File No. 33-12735), filed March 19, 1987 and incorporated herein by reference.] 10.27 Aircraft Warranty Bill of Sale dated as of January 15, 1991 between Incorporated World Airways, Inc. and First Security Bank of Utah, N.A., not in its by reference individual capacity, but solely as Owner Trustee. (Filed as Exhibit 10.46 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference.) 10.28 Aircraft Lease Agreement dated as of January 15, 1991 between World Incorporated Airways, Inc. and First Security Bank of Utah, N.A., not in its by reference individual capacity, but solely as Owner Trustee. (Filed as Exhibit 10.47 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference.) 10.29 Loan and Security Agreement dated as of February 26, 1992 between Incorporated WorldCorp, Inc. and US Order Incorporated. (Filed as Exhibit 10.38 by reference to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.30 Aircraft Lease Agreement I dated as of February 12, 1992 between Incorporated McDonnell Douglas Finance Corporation and World Airways, Inc. by reference (Filed as Exhibit 10.39 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated by reference.) 10.31 Aircraft Lease Agreement II dated as of February 12, 1992 between Incorporated McDonnell Douglas Finance Corporation and World Airways, Inc. by reference (Filed as Exhibit 10.40 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.32 Aircraft Engine Purchase Agreement dated as of April 26, 1991 between Incorporated Terandon Leasing Corporation and World Airways, Inc. (Filed as by reference Exhibit 10.41 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.33 Aircraft Engine Lease Agreement dated as of April 26, 1991 between Incorporated Terandon Leasing Corporation and World Airways, Inc. (Filed as by reference Exhibit 10.42 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.34 Guaranty Agreement I dated as of February 12, 1992 between Incorporated McDonnell Douglas Finance Corporation and World Airways, Inc. by reference (Filed as Exhibit 10.43 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.35 Guaranty Agreement II dated as of February 12, 1992 between Incorporated McDonnell Douglas Finance Corporation and World Airways, Inc. by reference (Filed as Exhibit 10.44 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.36 Series A Preferred Stock Purchase Agreement dated as of September Incorporated 14, 1990 between US Order, Inc. and WorldCorp, Inc. (Filed as by reference Exhibit 10.45 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.37 Stock Restriction Agreement dated as of September 14, 1990 between Incorporated WorldCorp, Inc., William F. Gorog, Jonathan M. Gorog, Peter M. by reference Gorog, Henry R. Nichols, William N. Melton and John Porter. (Filed as Exhibit 10.46 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference.) 10.38 Aircraft Lease Agreement for Aircraft Serial Number 48518 dated as Incorporated of September 30, 1992 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.38 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.39 Aircraft Lease Agreement for Aircraft Serial Number 48519 dated as Incorporated of September 30, 1992 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.39 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.40 Aircraft Lease Agreement for Aircraft Serial Number 48520 dated as Incorporated of September 30, 1992 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.40 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.41 Aircraft Lease Agreement for Aircraft Serial Number 48633 dated as Incorporated of September 30, 1992 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.41 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.42 Aircraft Lease Agreement for Aircraft Serial Number 48631 dated as Incorporated of September 30, 1992 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.42 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.43 Aircraft Lease Agreement for Aircraft Serial Number 48632 dated as Incorporated Incorporated of September 30, 1992 between World Airways, Inc. and by reference International by reference Lease Finance Corporation. (Filed as Exhibit 10.43 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.44 AMC contract between Air Mobility Command and World Airways, Inc. Incorporated effective January 1, 1993. (Filed as Exhibit 10.44 to WorldCorp, by reference Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.45 MD-11 Aircraft Charter Agreement dated as of March 18, 1993 be- Incorporated tween World Airways, Inc. and PT. Garuda Indonesia. (Filed as by reference Exhibit 10.45 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.45 DC10-30 Aircraft Charter Agreement dated as of March 18, 1993 be- Incorporated tween World Airways, Inc. and PT. Garuda Indonesia. (Filed as by reference Exhibit 10.45 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference.) 10.46 Accounts Receivable Management and Security Agreement dated as of Incorporated December 7, 1993 between World Airways, Inc. and BNY Financial by reference Corporation. (Filed as Exhibit 10.46 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.47 Aircraft Parts Security Agreement dated as of December 7, 1993 Incorporated between World Airways, Inc. and BNY Financial Corporation. (Filed by reference as Exhibit 10.47 to WorldCorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.48 Warrant Certificate dated as of December 7, 1993 between WorldCorp, Incorporated Inc. and BNY Financial Corporation. (Filed as Exhibit 10.48 to by reference WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.49 AMC contract dated as of October 1, 1993 between Air Mobility Incorporated Command and World Airways, Inc. (Filed as Exhibit 10.49 to World- by reference Corp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.50 Subscription and Preferred Stock Purchase Agreement dated as of Incorporated December 20, 1993 between US Order, Inc. and Knight-Ridder, Inc. by reference (Filed as Exhibit 10.50 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.51 Subscription and Preferred Stock Purchase Agreement dated as of Incorporated December 21, 1993 between US Order, Inc. and WorldCorp, Inc. (Filed by reference as Exhibit 10.51 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.52 Subscription and Preferred Stock Purchase Agreement dated as of Incorporated December 20, 1993 between US Order, Inc. and Jerome Kohlberg, Jr. by reference (Filed as Exhibit 10.52 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.53 Subscription and Preferred Stock Purchase Agreement dated as of Incorporated December 21, 1993 between US Order, Inc. and Hoechst Celanese by reference Corporation Employee Benefit Master Trust. (Filed as Exhibit 10.53 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.54 Series C Preferred Stock Purchase Agreement dated as of December Incorporated 21, 1993 between US Order, Inc. and VeriFone, Inc. (Filed as by reference Exhibit 10.54 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.55 Registration Rights Agreement dated as of December 21, 1993 between Incorporated US Order, Inc. and VeriFone, Inc. (Filed as Exhibit 10.55 to by reference WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.56 Technology License Agreement dated as of December 21, 1993 between Incorporated US Order, Inc. and VeriFone, Inc. (Filed as Exhibit 10.56 to by reference WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.57 Investment Agreement dated as of December 21, 1993 by and among US Incorporated Order, Inc., WorldCorp, Inc., and VeriFone, Inc. (Filed as Exhibit by reference 10.57 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.58 Settlement Agreement dated as of February 8, 1994 between World Incorporated Airways, Inc, WorldCorp, Inc., Concord Asset Management, Inc., by reference Concord Leasing, Inc., and The CIT Group. (Filed as Exhibit 10.58 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.59 Lease Agreement dated as of June 1, 1993 between World Airways, Incorporated Inc. and Mattei Corporation. (Filed as Exhibit 10.59 to WorldCorp by reference Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.60 Lease Agreement dated as of March 30, 1993 between World Airways, Incorporated Inc. and Tinicum Properties Associates Limited Partnership, as by reference amended by First Amendment to Lease dated July 9, 1993. (Filed as Exhibit 10.60 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.61 Lease Agreement dated as of January 25, 1993 between World Flight Incorporated Crew Services, Inc. and Sakioka Farms. (Filed as Exhibit 10.61 to by reference WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.62 Consignment Agreement dated as of September 30, 1993 between World Incorporated Airways Inc. and The Memphis Group. (Filed as Exhibit 10.62 to by reference WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.63 Assignment and Assumption and Consent and Release for Aircraft Incorporated Serial Number 47818 dated as of July 20, 1993 among World Airways, by reference Inc., WorldCorp, Inc., McDonnell Douglas Corporation, and McDonnell Douglas Finance Corporation. (Filed as Exhibit 10.63 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.64 Assignment and Assumption and Consent and Release for Aircraft Incorporated Serial Number 46999 dated as of July 9, 1993 among World Airways by reference Inc., WorldCorp, Inc., McDonnell Douglas Corporation, and McDonnell Douglas Finance Corporation. (Filed as Exhibit 10.64 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.65 Aircraft Lease Agreement for Aircraft Serial Number 48458 dated as Incorporated of January 15, 1993 between World Airways, Inc. and Wilmington by reference Trust Company/GATX Capital Corporation. (Filed as Exhibit 10.65 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.66 Aircraft Lease Supplement for Aircraft Serial Number 48458 dated as Incorporated of April 23, 1993 between World Airways, Inc. and Wilmington Trust by reference Company/GATX Capital Corporation. (Filed as Exhibit 10.66 to World- Corp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.67 Aircraft Spare Parts Lease Agreement dated as of April 15, 1993 Incorporated between World Airways, Inc. and GATX Capital Corporation. (Filed as by reference Exhibit 10.67 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.68 Amendment No. 1 To Aircraft Lease Agreement for Aircraft Serial Incorporated Number 48518 dated as of November 1993 between World Airways, Inc. by reference and International Lease Finance Corporation. (Filed as Exhibit 10.68 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.69 Amendment No. 2 to Aircraft Lease Agreement for Aircraft Serial Incorporated Number 48518 dated as of March 8, 1993 between World Airways, Inc. by reference and International Lease Finance Corporation. (Filed as Exhibit 10.69 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.70 Assignment of Rights for Aircraft Serial Number 48518 dated as of Incorporated March 8, 1993 between World Airways, Inc. and International Lease by reference Finance Corporation. (Filed as Exhibit 10.70 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.71 Assignment of Rights for Aircraft Engines Serial Numbers P723942, Incorporated P723945, and P723943 dated as of March 1, 1993 between World by reference Airways, Inc. and International Lease Finance Corporation. (Filed as Exhibit 10.71 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.72 Agency Agreement for Aircraft Serial Number 48518 dated as of Incorporated January 15, 1993 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.72 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.73 Amendment No. 2 to Aircraft Lease Agreement for Aircraft Serial Incorporated Number 48437 dated as of March 31, 1993 between World Airways, Inc. by reference and International Lease Finance Corporation. (Filed as Exhibit 10.73 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.74 Amendment No. 3 to Aircraft Lease Agreement for Aircraft Serial Incorporated Number 48437 dated as of April 15, 1993 between World Airways, Inc. by reference and International Lease Finance Corporation. (Filed as Exhibit 10.74 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.75 Agency Agreement for Aircraft Serial Number 48437 dated as of Incorporated January 15, 1993 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.75 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.76 Assignment of Rights for Aircraft Serial Number 48437 dated as of Incorporated April 15, 1993 between World Airways, Inc. and International Lease by reference Finance Corporation. (Filed as Exhibit 10.76 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.77 Assignment of Rights for Aircraft Engines Serial Numbers P723913, Incorporated P723912, and P723914 dated as of April 15, 1993 between World by reference Airways, Inc. and International Lease Finance Corporation. (Filed as Exhibit 10.77 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.78 Amendment No. 2 to Aircraft Lease Agreement for Aircraft Serial Incorporated Number 48520 dated as of April 22, 1993 between World Airways, Inc. by reference and International Lease Finance Corporation. (Filed as Exhibit 10.78 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.79 Agency Agreement for Aircraft Serial Number 48520 dated as of Incorporated January 15, 1993 between World Airways, Inc. and International by reference Lease Finance Corporation. (Filed as Exhibit 10.79 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.80 Assignment of Rights for Aircraft Serial Number 48520 dated as of Incorporated April 22, 1993 between World Airways, Inc. and International Lease by reference Finance Corporation. (Filed as Exhibit 10.80 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.)
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Exhibit No. Exhibit ------- ------- 10.81 Assignment of Rights for Aircraft Engines Serial Numbers P723957, Incorporated P723958, and P723956 dated as of March 1, 1993 between World by reference Airways, Inc. and International Lease Finance Corporation. (Filed as Exhibit 10.81 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.82 Aircraft Charter Agreement dated as of July 24, 1993 between World Incorporated Airways, Inc. and Malaysian Airline System Berhad. (Filed as by reference Exhibit 10.82 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.83 Amendment No. 1 to Aircraft Lease Agreement for Aircraft Serial Incorporated Numbers 46835, 46837, and 46820 dated as of May 14, 1993 between by reference World Airways, Inc. and The Connecticut National Bank (assigned to Federal Express Corporation). (Filed as Exhibit 10.83 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.84 Amendment No. 2 to Aircraft Lease Agreement for Aircraft Serial Incorporated Numbers 46835, 46837, and 47820 dated as of May 14, 1993 between by reference World Airways, Inc. and The Connecticut National Bank (assigned to Federal Express Corporation). (Filed as Exhibit 10.84 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.85 Return Agreement for Aircraft Serial Numbers 47818 and 46999 dated Incorporated as of July 9, 1993 among World Airways, Inc., WorldCorp, Inc., by reference International Lease Finance Corporation, McDonnell Douglas Corporation, and McDonnell Douglas Finance Corporation. (Filed as Exhibit 10.85 to WorldCorp Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.) 10.86/1/ Acquisition Agreement Among VISA International Service Association, Incorporated US Order, Inc. WorldCorp, Inc. dated as of July 15, 1994. by reference 11.1 Statement on Calculation of Earnings Per Common Share. Incorporated by reference
/1/ Confidential stratment has been requested. The copy filed as an exhibit omits the information subject to the confidentiality request. Confidential portions so omitted have been filed separately with the Commission. (b) Reports on Form 8-K. -------------------- None. 31 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. WORLDCORP, INC. By: /s/ T. Coleman Andrews, III --------------------------- (T. Coleman Andrews, III) Chief Executive Officer, President, and Principal Accounting Officer Date: November 14, 1994 32 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Consolidated Balance Sheets and Consolidated Statement of Operation and is qualified in its entirety by reference to such financial statements. 1000 9-MOS DEC-31-1994 JAN-01-1994 SEP-30-1994 8,087 0 8,307 306 0 30,627 39,504 11,846 89,372 49,023 109,831 15,375 0 0 (99,189) 89,372 0 162,445 0 150,161 0 272 9,218 15,772 (97) 13,635 0 0 0 13,635 0.89 0.79
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