FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter Ended December 31, 1996 Commission File Number 0-11720 AIR TRANSPORTATION HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 52-1206400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Post Office Box 488, Denver, North Carolina 28037 (Address of principal executive offices) (704) 377-2109 (Registrant's telephone number, including area code) 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 APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 2,604,433 Common Shares, par value of $.25 per share were outstanding as of February 11, 1997. This filing contains 16 pages. The exhibit index is on page 15.
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Earnings for the three and nine-month periods ended December 31, 1996 and 1995 (Unaudited) 3 Consolidated Balance Sheets at December 31, 1996 (Unaudited) and March 31, 1996 4 Consolidated Statements of Cash Flows for the nine-month periods ended December 31, 1996 and 1995 (Unaudited) 5 Notes to Consolidated Financial Statements (Unaudited) 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12-14 Exhibit Index 15 Exhibits 1
<TABLE> AIR TRANSPORTATION HOLDING COMPANY, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) <CAPTION> Three Months Ended Nine Months Ended December 31, December 31, 1996 1995 1996 1995 <S> <C> <C> <C> <C> Operating Revenues: Cargo $ 4,763,349 4,804,623 $ 13,604,185 14,117,755 Maintenance and other 4,189,707 3,957,251 11,806,205 11,251,985 8,953,056 8,761,874 25,410,390 25,369,740 Operating Expenses: Flight operations 3,306,428 3,078,322 9,367,683 9,021,657 Maintenance 3,993,513 3,863,942 11,132,431 11,353,410 General and administrative 1,102,440 1,037,755 3,172,792 2,912,896 Depreciation and amortization 95,681 119,104 317,043 365,887 Facility start-up expense 9,000 - 219,000 - 8,507,062 8,099,123 24,208,949 23,653,850 Operating Income 445,994 662,751 1,201,441 1,715,890 Non-operating Income: Gain on sale of asset & other - (376) (182,359) (263,457) Earnings Before Income Taxes 445,994 663,127 1,383,800 1,979,347 Provision For Income Taxes 141,414 309,339 545,370 805,452 Net Earnings $ 304,580 353,788 $ 838,430 1,173,895 Weighted Average Shares 2,793,977 2,982,343 2,803,199 3,048,215 Net Earnings Per Common Share $0.11 $0.12 $0.30 $0.38 <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <CAPTION> December 31, 1996 March 31, 1996 (Unaudited) <S> <C> <C> ASSETS Current Assets: Cash and cash equivalents $ 1,467,956 2,213,841 Short term investments 3,055,412 1,889,819 Accounts receivable, net 2,639,319 3,133,670 Expendable parts and supplies 953,503 725,503 Prepaid expense and other 7,253 61,325 Deferred tax asset, net 344,980 440,000 Total Current Assets 8,468,423 8,464,158 Property and equipment 3,185,702 3,248,834 Less accumulated depreciation (1,852,448) (1,678,980) 1,333,254 1,569,854 Excess Cost of Subsidiary - 33,834 Deferred Tax Asset, Net - 27,838 Other 103,451 124,387 Total Assets $ 9,905,128 10,220,071 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 488,319 1,003,081 Accrued liabilities 1,445,752 1,555,284 Income taxes 216,704 238,113 Current maturities of long term debt 5,174 5,976 Total Current Liabilities 2,155,949 2,802,454 Long-Term Debt, Less Current Maturities - 3,649 Stockholders' Equity: Preferred stock, $1 par value, authorized 10,000,000 shares, none issued - - Common stock, par value $.25; authorized 4,000,000 shares; 2,604,433 and 2,725,433 shares issued 651,103 681,358 Additional paid in capital 7,117,798 7,299,045 Deficit (19,722) (566,435) 7,749,179 7,413,968 Total Liabilities and Stockholders' Equity $ 9,905,128 10,220,071 <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <CAPTION> Nine Months Ended December 31, 1996 1995 <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 838,430 1,173,895 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 317,043 365,887 Change in deferred tax asset 122,858 292,223 Gain on sale of fixed assets (182,359) (263,157) Charge in lieu of income taxes 15,837 209,383 Changes in Assets and Liabilities: Accounts receivable 494,351 1,290,686 Parts and supplies (228,000) (223,794) Prepaid expense and other 75,008 37,575 Accounts payable (296,327) (1,408,231 ) Accrued expenses (109,532) (197,761) Income taxes payable (21,409) 160,729 187,470 263,540 Net cash provided by operating activities 1,025,900 1,437,435 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of fixed assets 415,000 450,000 Capital expenditures (295,091) (107,895) Purchase of short term investments (1,165,593 (653,571) ) Net cash used in investing activities (1,045,684 (311,466) ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (4,451) (3,209) Repurchase of common stock (508,215) (748,735) Proceeds from exercise of stock options 5,000 4,000 Dividend paid (218,435) (200,615) Net cash used in financing activities (726,101) (948,559) NET (DECREASE) INCREASE IN CASH AND CASH (745,885) 177,410 EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,213,841 979,044 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,467,956 1,156,454 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 491 664 Income/Franchise taxes 448,223 229,020 <FN> See notes to consolidated financial statements. </TABLE>
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) A. Financial Statements The Consolidated Balance Sheet as of December 31, 1996, the Consolidated Statements of Earnings for the three and nine-month periods ended December 31, 1996 and 1995 and the Consolidated Statements of Cash Flows for the nine-month periods ended December 31, 1996 and 1995 have been prepared by Air Transportation Holding Company, Inc. (the Company) without audit. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of December 31, 1996, and for prior periods presented, have been made. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 1996. The results of operations for the period ended December 31 are not necessarily indicative of the operating results for the full year. B. Income Taxes The tax effect of temporary differences and net operating loss carryforwards that gave rise to the Company's deferred tax asset is broken down between current and noncurrent amounts, where applicable, in the accompanying consolidated balance sheets. The Company has recorded a valuation allowance in order to reduce its deferred tax asset to an amount which is more likely than not to be realized. Changes in the valuation allowance, related to future utilization of net operating losses, reduced the provision for income taxes by $72,000 and $95,000, respectively, during the nine-months ended December 31, 1996 and 1995. As of December 31, 1996, all of the valuation allowance of approximately $82,000 relates to potential benefits from post-acquisition carryforwards. Benefits derived from pre-acquisition carryforwards, amounting to $16,000 and $265,000, respectively, during the nine-months ended December 31, 1996 and 1995, have been credited directly to goodwill. The income tax provisions for the three and nine-months ended December 31, 1996 and 1995 differ from the federal statutory rate primarily as a result of state income taxes, changes from book to tax income and adjustment to the valuation allowance. The Company completed the utilization of all federal net operating loss carryforwards available for tax return purposes during the quarter ended September 30, 1996. These carryforwards resulted in a reduction of goodwill, which was reduced to zero in the quarter ended June 30, 1996.
C. Net Earnings Per Share Primary earnings per share has been compiled by dividing net earnings by weighted average number of common shares outstanding during each period. There was no difference between primary and fully diluted earnings per share. Shares issuable under employee stock options are considered common share equivalents and were included in the weighted average common shares as of December 31, 1996 and 1995. D. Reclassifications Certain reclassifications have been made in the 1995 financial statements to conform with the 1996 presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview The Company's revenue is generated primarily through its air cargo subsidiaries, Mountain Air Cargo, Inc. (MAC) and CSA Air, Inc. (CSA), which are short-haul express air freight carriers flying nightly out of 78 cities, principally located in 30 states in the eastern half of the United States Puerto Rico, Canada and the Virgin Islands. During the periods covered by this report, MAC and CSA provided air delivery service exclusively to Federal Express Corporation (Customer). As of December 31, 1996, MAC and CSA operated an aggregate of 92 aircraft under agreements with the Customer flying approximately 78 routes. Separate agreements cover the three types of aircraft operated by MAC and CSA--Cessna Caravan, Fokker F-27, and Short Brothers SD3-30. Cessna Caravan and Fokker F-27 aircraft (a total of 90 aircraft at December 31, 1996) are owned by and dry-leased from the Customer, and Short Brothers SD3-30 aircraft (two aircraft at December 31, 1996) are owned by the Company and operated under wet-lease arrangements. Pursuant to such agreements, the Customer determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by the Company. Under the terms of the dry-lease service agreements, the Company passes through to its customer certain cost components of its operations without markup. The cost of fuel, flight crews, landing fees, outside maintenance, parts and certain other direct operating costs are included in operating expenses and billed to the customer as cargo and maintenance revenue. Agreements are renewable annually and may be terminated by the Customer at any time upon 15 to 30 days' notice. The Company believes that the short term and other provisions of its agreements with the Customer are standard within the air freight contract delivery service industry. The Company is not contractually precluded from providing air freight services to other express delivery firms and has provided such services to other firms in the past. Loss of its contracts with the Customer would have a material adverse effect on the Company. In 1993, to expand its revenue base, the Company organized Mountain Aircraft Services, LLC ("MAS") to sell aircraft parts and offer engine overhaul management and engine component repair services to the commercial and military aviation industry. For the nine months ended December 31, 1996, MAS contributed 10% of the Company's consolidated revenue.
Results of Operations Consolidated revenue increased $40,000 (.1%) to $25,410,000 and $191,000 (2.2%) to $8,953,000, respectively, for the nine and three-month periods ended December 31, 1996 compared to their equivalent 1995 periods. The nine-month period net increase in revenue primarily resulted from decreases in air freight service revenue related to Company-owned aircraft, one of which was sold in the current years' second quarter, offset by increased engine overhaul and parts revenue. The three-month period net increase resulted from increased engine overhaul, parts and maintenance revenue offset by decreased Company-owned aircraft revenue. Operating expenses increased $555,000 (2.3%) to $24,209,000 for the nine- month period ended December 31, 1996 and $408,000 (5.0%) to $8,507,000 for the three-month period ended December 31, 1996 compared to their equivalent 1995 periods. The change in operating expenses for the nine-month period consisted of the following: cost of flight operations increased $346,000 (3.8%), primarily due to increased wages and travel cost, which were partially offset by decreased cost for engine reserves; maintenance expense decreased $221,000 (5.7%), primarily as a result of decreased outside contractor services, cost of parts and stock purchases which offset increased maintenance staffing; depreciation and amortization decreased $49,000 (13.4%) as a result of goodwill being fully amortized in the current years' first quarter and decreased depreciation related to the sale of aircraft in 1996; general and administrative expense increased $260,000 (8.9%) as a result of increased insurance and employee benefits, staffing, salary and wage rates. Facility start-up expenses reflect $219,000 in cost associated with the Company's start- up and relocation of maintenance operations to Kinston, N.C. In August 1996 the Company relocated its MAC and MAS maintenance and repair operations to a new state-of-the-art 62,000 square foot hangar facility located at the North Carolina Global TransPark in Kinston, North Carolina. Relocation and start-up cost amounted to $219,000 for the nine-month period ended December 31, 1996. Although the transfer of equipment and personnel to the new facility went smoothly, the effects of Hurricane Fran, which occurred ten days after the initial relocation, had damaging and disruptive effects on both the facility, and the initial start-up of operations. It is estimated that the start-up and subsequent disruption and diversion of billable personnel to damage control, set-up and repair increased the Company's operating expenses by an additional $120,000. The $81,000 decrease in non-operating income reflects a $180,000 gain on sale of an aircraft in the quarter ended September 30, 1996 compared to gains on disposal of two aircraft in the quarter ended June 30, 1995. The Company currently has no aircraft available for sale.
Results of Operations (cont'd) The provision for income taxes decreased $260,000 for the nine-month period ended December 31, 1996 and decreased $168,000 for the three-month period ended December 31, 1996 compared to their respective 1995 periods due to decreased taxable income and changes in the effective tax rates. Liquidity and Capital Resources As of December 31, 1996 the Company's working capital amounted to $6,312,000, an increase of $651,000 compared to March 31, 1996. The net increase primarily resulted from profitable operations. The Company's accounts receivable and inventory financing line provides credit in the aggregate of up to $2,250,000 to July 1997. Loans under the line of credit bear interest at the lender's prime rate. Substantially all of the Company's assets, excluding aircraft, have been pledged as collateral under this financing arrangement. As of December 31, 1996 the Company was in a net investment position against its credit line. Management believes that funds anticipated from operations and existing credit facilities will provide adequate cash flow to meet the Company's financial needs for the foreseeable future. The respective nine-month periods ended December 31, 1996 and 1995 resulted in the following changes in cash flow: operating activities provided $1,026,000 and $1,437,000, investing activities used $1,046,000 and $311,000 and financing activities used $726,000 and $949,000. Net cash decreased $746,000 and increased $177,000 for the respective nine-month periods ended December 31, 1996 and 1995.
Liquidity and Capital Resources (cont'd) Cash provided by operating activities was $411,000 less for the nine- months ended December 31, 1996 compared to the similar 1995 period principally due to decreased net earnings and receivable collections. Cash used in investing activities for the nine-months ended December 31, 1996 was approximately $735,000 more than the comparable period in 1995, principally due to purchase of short-term investments. Cash used in financing activities was $223,000 less in the 1996 nine-month period due to a reduction in the repurchase of common stock in 1996. During the nine months ended December 31, 1996 the Company repurchased 125,000 shares of its common stock at a total cost of $508,000. Pursuant to its previously announced stock repurchase program, $313,000 remains available for repurchase of common stock. The Company's relocation of its aircraft maintenance and repair operations to Kinston, North Carolina was primarily completed in the quarter ended September 30, 1996. The relocation reduced the Company's cash flow by approximately $399,000 for the nine-month period ended December 31, 1996. Other than the above relocation, and cost related to the start-up of MAS's component overhaul and repair facility at Kinston, there are currently no commitments for significant capital. The Company paid a $.08 per share cash dividend in April 1996; no determination has been made whether additional dividends will be paid in the future. Impact of Inflation The Company believes the impact of inflation and changing prices on its revenues and earnings is not material since the major cost components of its operations, consisting principally of fuel, aircraft, crew and certain maintenance costs are passed through to its customer under current contract terms.
PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits No. Description 3.1 Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994 3.2 By-laws of the Company, incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996. 4.1 Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994 10.1 Aircraft Dry Lease and Service Agreement dated February 2, 1994 between Mountain Air Cargo, Inc. and Federal Express Corporation, incorporated by reference to Exhibit 10.13 to Amendment No. 1 on Form 10-Q/A to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1993 10.2 Loan Agreement among NationsBank of North Carolina, N.A., the Company and its subsidiaries, dated January 17, 1995, incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended December 31,1994 10.3 Aircraft Wet Lease Agreement dated April 1, 1994 between Mountain Air Cargo, Inc. and Federal Express Corporation, incorporated by reference to Exhibit 10.4 of Amendment No. 1 on Form 10-Q/Q to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1994 10.4 Adoption Agreement regarding the Company's Master 401(k) Plan and Trust, incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993* 10.5 Form of options to purchase the following amounts of Common Stock issued by the Company to the following executive officers during the following fiscal years ended March 31:* Number of Shares Executive Officer 1993 1992 1991 J. Hugh Bingham 150,000 150,000 200,000 John J. Gioffre 100,000 100,000 125,000 William H. Simpson 200,000 200,000 300,000 incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993. 10.6 Premises and Facilities Lease dated November 16, 1995 between Global TransPark Foundation, Inc. and Mountain Air Cargo, Inc., incorporated by reference to Exhibit 10.5 to Amendment No. 1 on form 10-Q/A to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 1995, 10.7 Employment Agreement dated January 1, 1996 between the Company, Mountain Air Cargo Inc., CSA Air Inc. and Mountain Aircraft Services, LLC and David Clark, incorporated by reference to Exhibit 10.7 to the Company's Annual Report Form 10-K for the fiscal year ended March 31, 1996.* 10.8 Employment Agreement dated January 1, 1996 between the Company, Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and William H. Simpson, incorporated by reference to Exhibit 10.8 to the Company's Annual Report Form 10-K for the fiscal year ended March 31, 1996.* 10.9 Employment Agreement dated January 1, 1996 between the Company, Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and John J. Gioffre, incorporated by reference to Exhibit 10.9 to the Company's Annual Report Form 10-K for the fiscal year ended March 31, 1996.* 10.10 Employment Agreement dated January 1, 1996 between the Company, Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and J. Hugh Bingham, incorporated by reference to Exhibit 10.10 to the Company's Annual Report Form 10-K for the fiscal year ended March 31, 1996.* 11.1 Computation of Primary and Fully Diluted Earnings per Common Share 21.1 List of subsidiaries of the Company, incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994 27.1 Financial Data Schedule (For SEC use only) _______________________ * Management compensatory plan or arrangement required to be filed as an exhibit to this report. b. Reports on form 8-K No Current Reports on Form 8-K were filed in the quarter ended December 31, 1996.
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. AIR TRANSPORTATION HOLDING COMPANY, INC. (Registrant) Date: February 11, 1996 ___________________________ David Clark, Chief Executive Officer Date: February 11, 1996 ___________________________ John J. Gioffre, Vice President-Finance
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. AIR TRANSPORTATION HOLDING COMPANY, INC. (Registrant) Date: February 11, 1996 /s/ David Clark David Clark, Chief Executive Officer Date: February 11, 1996 /s/ John Gioffre John J. Gioffre, Vice President-Finance
AIR TRANSPORTATION HOLDING COMPANY, INC. EXHIBIT INDEX Exhibit PAGE 11.1 Computation of Primary and Fully Diluted Earnings Per Common Share........................... 16