<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 333-13071
ASA Holdings, Inc.
------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2258221
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354
- - ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(404) 766-1400
---------------
(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
--- ----
As of November 5, 1997 there were 30,034,177 shares of common stock outstanding.
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<PAGE> 2
ASA HOLDINGS, INC.
INDEX
<TABLE>
<CAPTION>
Part I-Financial Information
Page No.
<S> <C>
Item 1. Condensed Consolidated Financial Statements
Balance Sheets- September 30, 1997 and December 31, 1996
Assets 3
Liabilities and Shareholders' Equity 4
Statements of Income- Three months and nine months
ended September 30, 1997 and September 30, 1996 5
Statements of Cash Flows- Nine months ended
September 30, 1997 and September 30, 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II-Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Exhibits Index
Exhibits
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (for SEC use only)
</TABLE>
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<PAGE> 3
Part I- Financial Information
Item 1. Condensed Consolidated Financial Statements
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
--------------- ------------
(unaudited) (audited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $126,606 $137,469
Marketable securities 55,576 52,653
Accounts receivable 8,291 6,553
Expendable parts 6,336 8,145
Other current assets 4,653 2,904
-------- --------
201,462 207,724
Property and Equipment
Flight equipment 463,017 456,809
Other property and equipment 16,287 15,515
Advance payments on property and equipment 25,660 137
-------- --------
504,964 472,461
Less accumulated depreciation and amortization 224,692 203,181
-------- --------
280,272 269,280
Other Assets
Long-term investments 11,744 --
Excess of cost over fair value of
tangible assets acquired 2,681 2,760
Other assets 6,767 6,473
-------- --------
21,192 9,233
Total Assets $502,926 $486,237
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 4
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(unaudited) (audited)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt $ 21,469 $ 25,576
Accounts payable 18,465 18,403
Air traffic liability 1,223 4,346
Accrued compensation and related expenses 9,800 7,286
Accrued interest payable 1,947 1,319
Other accrued expenses 4,508 3,075
-------- ---------
57,412 60,005
Long-Term Debt 79,942 94,618
Other Non-Current Liabilities 2,015 1,763
Deferred Income Taxes 69,579 69,635
Shareholders' Equity
Common stock, $.10 par value; authorized 150,000,000
shares; issued 30,044,177 at 9/30/97 and 29,993,570
at 12/31/96 3,005 2,999
Capital in excess of par value 1,854 --
Retained earnings 289,095 257,219
Unrealized holding gain (loss) on investments 24 (2)
-------- ---------
293,978 260,216
-------- ---------
Total Liabilities and Shareholders' Equity $502,926 $ 486,237
======== =========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 5
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Operating Revenues:
Passenger $ 97,246 $ 92,657 $ 282,876 $ 281,964
Other 1,777 2,013 5,400 6,349
------------ ------------ ------------ ------------
Total Operating Revenues 99,023 94,670 288,276 288,313
Operating Expenses:
Flying operations 21,410 21,338 65,256 62,683
Maintenance 16,911 14,682 52,113 45,189
Passenger service 4,775 4,727 13,593 14,436
Aircraft and traffic servicing 11,810 11,355 33,511 33,869
Reservation, commission and other 9,779 9,811 28,489 30,228
General and administrative 4,241 123 13,496 9,540
Depreciation, amortization and obsolescence 7,173 7,028 21,567 20,546
Other 140 144 483 474
------------ ------------ ------------ -------------
Total Operating Expenses 76,239 69,208 228,508 216,965
Income from Operations 22,784 25,462 59,768 71,348
Non-Operating (Income) Expense, net:
Interest income (2,682) (2,823) (8,075) (8,092)
Interest expense 779 1,438 3,113 4,491
Other (55) 26 (67) (53)
------------ ------------ ------------ -------------
(1,958) (1,359) (5,029) (3,654)
Income before Income Taxes 24,742 26,821 64,797 75,002
Income Taxes
Current 9,498 9,507 24,009 28,201
Deferred (96) 765 (56) 525
------------ ------------ ------------ -------------
9,402 10,272 23,953 28,726
Net Income $ 15,340 $ 16,549 $ 40,844 $ 46,276
============ ============ ============ ============
Net Income per Share $ 0.51 $ 0.53 $ 1.36 $ 1.48
Cash Dividends per Share $ 0.10 $ 0.095 $ 0.30 $ 0.285
Weighted Average Number of Shares Outstanding 30,145,926 30,974,994 30,060,895 31,262,294
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 6
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
For The Nine Months Ended
September 30,
-------------------------
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 40,844 $ 46,276
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation 20,405 19,804
Amortization and provision for obsolescence 1,162 742
Amortization of engine overhauls 5,520 4,985
Deferred income taxes (56) 517
Other 1,493 (78)
Changes in Operating Assets and Liabilities:
Accounts Receivable (1,828) 1,142
Expendable parts 1,101 (2,082)
Other assets (2,659) 1,218
Accounts payable 62 437
Other liabilities (1,690) (1,096)
Accrued compensation and related liabilities 2,766 1,326
Accrued interest payable 628 (705)
Income taxes payable 0 4,414
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 67,748 76,900
INVESTING ACTIVITIES
Purchase of Marketable Securities (122,933) (189,353)
Proceeds from Sale of Marketable Securities 120,050 184,277
Purchases of Property and Equipment including
Advance Payments (37,093) (11,603)
Increase in Long-Term Investments (11,744) --
Other 327 5,353
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (51,393) (11,326)
FINANCING ACTIVITIES
Principal Payments on Long-Term Debt, net (18,783) (24,196)
Proceeds from Exercise of Stock Options 4,749 --
Dividends Paid (8,968) (8,884)
Acquisition of Treasury Stock (4,216) (22,920)
-------- ---------
NET CASH USED IN FINANCING ACTIVITIES (27,218) (56,000)
DECREASE IN CASH AND CASH EQUIVALENTS (10,863) 9,574
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 137,469 66,403
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $126,606 $ 75,977
-------- ---------
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 7
ASA HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position as of September 30, 1997 and
results of operations for the nine-month periods ended September 30,
1997 and 1996 and cash flows for the nine-month periods ended September
30, 1997 and 1996. The accounting adjustments contained in the
financial statements are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) for Form
10-Q. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the audited
consolidated financial statements and the notes thereto included in the
1996 Annual Report on Form 10-K filed by the Company with the SEC under
the Securities Exchange Act of 1934 on March 31, 1997.
2. Results of operations for the nine-month period ended September 30,
1997 are not necessarily indicative of the results to be expected for
the year.
3. Earnings per share are based on the weighted average number of common
and common equivalent shares outstanding.
4. Marketable securities, which consist of investments with maturity dates
longer than three months and less than one year, and long-term
investments are reported at fair market value.
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<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Item 2 should be read in conjunction with the unaudited condensed
consolidated financial statements included in Item 1 hereto.
Reorganization
ASA Holdings, Inc. (ASA Holdings) is a holding company the principal
assets of which are the shares of its wholly owned subsidiaries Atlantic
Southeast Airlines, Inc. (ASA) and ASA Investments, Inc. (ASA Investments). ASA
Holdings became the parent holding company for ASA and ASA Investments pursuant
to a corporate reorganization which became effective after the close of business
on December 31, 1996 (the Reorganization). ASA Holdings considers the airline
business of ASA to be its only industry segment. There was no significant impact
on the consolidated financial statements as a result of the Reorganization. All
references to the Company contained in this section refer collectively to ASA
and its subsidiary, ASA Investments, for the period ending September 30, 1996,
and to ASA Holdings and its subsidiaries, ASA and ASA Investments, for the
period ending September 30, 1997. All significant intercompany transactions have
been eliminated.
Liquidity and Capital Resources
Working capital decreased to $144.1 million with a current ratio of
3.5:1 at September 30, 1997 compared with working capital of $147.7 million and
a current ratio of 3.5:1 at December 31, 1996. At September 30, 1997, the
Company had $11.7 million of long-term investments which were previously
invested in instruments with short-term maturities. During the second quarter of
1997, ASA paid $25 million in pre-delivery deposits on certain Canadair Regional
Jet aircraft (CRJ) which it is acquiring from Bombardier, Inc. (Bombardier) as
more fully described below. Without these two factors, working capital would
have been $180.8 million with a current ratio of 4.1:1 at September 30, 1997.
Cash, cash equivalents and investments in marketable securities decreased by
$7.9 million primarily due to a $37.1 million investment in property and
equipment ($25 million of which was CRJ pre-delivery deposits), $11.7 million of
long-term investments, an $18.8 million decrease in long-term debt, $9.0 million
of dividends paid and $4.2 million of treasury stock purchases, offset by $67.7
million in cash provided by operating activities and $4.8 million from the
exercise of stock options.
The Company has an unsecured line of credit totaling $8 million with
one of its banks. As of September 30, 1997, $.7 million of this line was
committed to support a letter of credit. The remainder is available for general
working capital purposes on an as needed basis. As of September 30, 1997, there
were no outstanding amounts against the line of credit.
On April 21, 1997, ASA announced that it had executed an acquisition
agreement with Bombardier for 30 aircraft with options for an additional 60
aircraft. The CRJ is a 50-passenger jet with four-abreast seating
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<PAGE> 9
that ASA will use to promote growth in new markets as well as replace some
turboprop equipment on existing routes. The value of the 30 aircraft, including
spare parts and spare engines, will be approximately $600 million. Delivery of
these aircraft began in August 1997 and the Company acquired a total of two CRJ
aircraft by September 30, 1997. Future deliveries are anticipated to be one
aircraft per month for the next 28 months.
The long-term debt to equity ratio was .27:1 at September 30, 1997
compared with .36:1 at December 31, 1996. Long-term debt decreased to $79.9
million from $94.6 million at the end of 1996. The current portion of long-term
debt decreased by $4.1 million from December 31, 1996.
Shareholders' equity per share increased to $9.78 at September 30, 1997
from $8.68 at the end of 1996. Net worth increased $33.8 million primarily due
to $40.8 million of net income during the first nine months of 1997 and $6.1
million from the exercise of stock options, offset by dividends paid of $9.0
million and common stock repurchases of $4.2 million. In January 1997, ASA
Holdings announced that its Board of Directors authorized it to repurchase up to
$50.0 million of its common stock on the open market during 1997. The
repurchased shares will be held as treasury stock and used for general corporate
purposes or will be canceled. Repurchases are subject to market conditions.
For the third quarter of 1997, the Board of Directors declared a
quarterly cash dividend of 10 cents per share compared with 9.5 cents per share
for the similar period of 1996.
The Company's pilot and flight attendant work forces are represented by
labor unions and covered by collective bargaining agreements. The Company's
relations with these labor organizations are governed by the Railway Labor Act
(RLA). Under the RLA, the collective bargaining agreements between the Company
and the unions do not expire, but instead become amendable on a stated date. The
RLA contains detailed procedures regarding negotiation, mediation and
arbitration that must be exhausted before work stoppages can occur once an
agreement becomes amendable. If either the Company or the union wishes to modify
the terms of a collective bargaining agreement, it must notify the other party
before the agreement becomes amendable. If either party timely delivers such a
notice, the parties must meet for direct negotiations. If the parties do not
negotiate an agreement, either party may request that the National Mediation
Board (NMB) appoint a federal mediator. If the parties do not reach an agreement
in mediation, the NMB may declare an impasse at any time and proffer binding
arbitration to the parties. Either party may decline to submit to arbitration.
If either party rejects arbitration, a 30-day "cooling off" period commences,
during which negotiations may continue. After the 30-day period expires, the
labor organization may strike and the Company may resort to "self-help,"
including the imposition of its proposed amendments and the hiring of
replacement workers.
During 1987, the Airline Pilots Association (ALPA) was certified to
represent the Company's pilots for the purpose of securing a collective
bargaining agreement. Since ALPA's certification, the Company and ALPA have
executed two labor agreements, each with a three-year term. The latest agreement
became amendable on October 29, 1995, and ASA and ALPA are currently negotiating
a new agreement. Federal mediation between ASA and ALPA has been ongoing for
approximately one and a half years. In 1988, the Company's flight attendants
voted to join the Association of Flight Attendants (AFA). The Company and AFA
entered into a three-year collective bargaining agreement that was subsequently
extended so that it became amendable in June 1995. On September 26, 1997, the
Company and AFA signed a new five-year collective bargaining agreement that
becomes amendable on September 26, 2002.
The Company acquired its first three CRJ aircraft through operating
leases with a 16.5 year term. The Company expects to finance the remaining new
CRJs as well as other anticipated capital expenditures through a combination of
existing cash reserves, internally generated funds, and lease and debt
financing. With respect to the CRJs, the Company will utilize manufacturer's
assistance and government loans to the extent possible. Based on information
currently available to it, the Company believes that available resources will be
sufficient to fund the acquisition of the CRJs, other capital expenditures and
its existing expenditure commitments (including current maturities of long-term
debt and aircraft lease payments). The Company
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<PAGE> 10
believes that financing will be available at acceptable rates. If the Company is
unable to obtain sufficient capital or acceptable financing terms, it could be
required to modify its expansion plans.
New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued a new
accounting pronouncement, Statement of Financial Accounting Standards No. 128,
"Earnings per Share, which will change the current method of computing earnings
per share. The new standard requires presentation of "basic" earnings per share
and "diluted" earnings per share amounts, as defined. Statement No. 128 will be
effective for the Company's quarter and year ending December 31, 1997, and upon
adoption, all prior-period earnings per share data presented shall be restated
to conform with the provisions of the new pronouncement. Application earlier
than the Company's quarter ending December 31, 1997 is not permitted. Pro forma
basic and diluted earnings per share for the quarters and nine months ending
September 30, 1997 and 1996 calculated under the provisions of Statement No. 128
are as follows:
<TABLE>
<CAPTION>
Quarter Ended Sept. 30, Nine Months Ended Sept. 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic earnings per share $0.51 $0.54 $1.37 $1.48
Diluted earnings per share $0.51 $0.53 $1.36 $1.48
</TABLE>
Results of Operations
For the three months ended September 30, 1997 and 1996
The Company reported net income for the third quarter of $15.3 million
or $.51 per share on 30.1 million weighted average shares outstanding. In
comparison, net income for the third quarter of 1996 was $16.5 million or $.53
per share on 31.0 million weighted average shares outstanding. The decrease in
the average number of shares outstanding was due to the Company's stock
repurchase programs, offset slightly by an increase in shares related to the
exercise of stock options. On May 21, 1997, the Company's shareholders approved
the cancellation of all outstanding Stock Appreciation Rights (SARs) and the
adoption of a Non-Qualified Stock Option Plan (Option Plan). Net income for the
third quarter of 1997 had no option compensation/SARs expense while net income
for the third quarter of 1996 included an after-tax credit of $1.8 million or
$.06 per share related to the Company's SARs Plan. The Company does not intend
to incur any additional SARs expense in the future.
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<PAGE> 11
Total revenues in the third quarter of 1997 were $99.0 million compared
with $94.7 million for the similar period 1996. Factors for the third quarters
of 1997 and 1996 which affect passenger revenue are detailed below:
<TABLE>
<CAPTION>
Quarter Ended Sept. 30,
1997 1996
--- ----
<S> <C> <C>
Revenue Passenger Miles (000,000) 240.0 222.3
Passengers (000) 989.3 931.8
Load Factor 51.9% 49.0%
Average Passenger Yield 40.5(cent) 41.7(cent)
Average Trip Length 242.6 238.5
</TABLE>
Passenger revenue increased primarily due to higher traffic offset by a
lower yield per revenue passenger mile, which was primarily caused by the
re-imposition of the federal ad valorem ticket tax in March 1997. The Company
was not able to completely pass these charges on to its customers due to price
competition in various markets. Both revenue passenger miles (RPMs) and load
factor were higher in the third quarter of 1997 compared with the same period of
1996 due to the increased passenger traffic.
Operating expenses increased 10% to $76.2 million for the quarter
ended September 30, 1997. The Company increased capacity (available seat miles
"ASM's") by 2%, and experienced an 8% increase in the cost per ASM flown to 16.5
cents in the third quarter of 1997 compared with 15.3 cents in the third quarter
of 1996. Excluding the pre-tax SARs credit of $3.0 million for the third quarter
of 1996, operating cost per ASM would have been approximately 15.9 cents for the
third quarter of 1996. The cost per ASM for the third quarter of 1997 would then
have been up 4%.
The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the three month
periods ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>
Cost per ASM % Operating Cost
Quarter Ended Quarter Ended
Sept. 30, Sept. 30,
---------------------------------------------------------
1997 1996 1997 1996
---------------------------------------------------------
<S> <C> <C> <C> <C>
Labor and related 4.2(cent) 3.5(cent) 25% 23%
Fuel 1.8 1.9 11 12
Direct maintenance 2.8 2.4 17 16
Passenger related 2.0 2.1 12 13
Depreciation and aircraft rent 2.4 2.4 15 16
Other 3.3 3.0 20 20
---------------------------------------------------------
Total operating expense 16.5(cent) 15.3(cent) 100% 100%
</TABLE>
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<PAGE> 12
Labor and related costs increased to $19.6 million for the third
quarter of 1997 compared with $16.0 million for the same period in 1996. The
average number of employees grew 2% from 2,433 to 2,493 as of September 30,
1997. As previously mentioned above, a SARs credit of $3.0 million was recorded
during the third quarter of 1996 due to a 22% decrease in the Company's stock
price. Labor and related costs for the third quarters of 1997 and 1996 without
the SARs credit adjustment in 1996 would have been 4.2 cents per ASM for both
quarters, and 26% and 27% of total operating expenses for the third quarters of
1997 and 1996, respectively. By replacing the SARs program with the Option Plan,
the Company expects to eliminate the past earnings volatility that was related
to the SARs compensation program.
Fuel expense decreased to 1.8 cents per ASM for the third quarter of
1997 compared with 1.9 cents for the quarter ended September 30, 1996. Fuel
expense decreased $.3 million spread over a 2% increase in ASMs. The average
price per gallon, including taxes and into-plane fees, decreased 6% to 71.3
cents from 76.0 cents primarily due to lower crude oil prices.
Direct maintenance expense, excluding labor and related costs,
increased 20% to $13.0 million for the quarter ended September 30, 1997. The
higher expense was primarily due to higher outside repairs caused by increased
maintenance inpections and overhauls of time controlled components. As with any
air carrier, ASA's fleet of aircraft is aging and requires more frequent
maintenance. The five leased BAe-146 jet aircraft are maintenance mature
aircraft that are under maintenance plans. Charges for the BAe-146 are incurred
for each hour that the airframe, engines, landing gear, etc. are flown, and the
charges for these maintenance plans are expensed on a monthly basis. The Company
has elected to exercise its option for the early return of the BAe-146 aircraft
during the fourth quarter of 1997 and 1st quarter of 1998.
Interest expense decreased by 46% to $.8 million for the quarter ended
September 30, 1997 compared with the same quarter last year. This decrease was
due to lower interest rates, less debt outstanding and capitalized interest of
$.4 million related to the deposits on the CRJ aircraft.
The third quarter 1997 break-even load factor increased to 39.0%
compared with 35.1% for the same period last year. This increase was primarily
the result of higher operating expenses in the third quarter of 1997 and the
$3.0 million credit to expense for SARs in the third quarter of 1996.
For the nine months ended September 30, 1997 and 1996
Total revenues for the nine month periods ended September 30, 1997 and
1996 remained constant at $288.3 million. Passenger revenue also remained
relatively constant at $282.9 million for the period ending September 30, 1997
compared with $282.0 for the same period in 1996. Traffic (RPMs) for the nine
months ended September 30, 1997 increased 4% while the
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<PAGE> 13
average yield per RPM was down 3%. The factors that impact passenger revenue are
detailed below along with yield information:
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30,
1997 1996
---- ----
<S> <C> <C>
Revenue Passenger Miles (000,000) 686.2 662.3
Passengers (000) 2,818.2 2,754.5
Load Factor 50.5% 49.4%
Average Passenger Yield 41.2(cent) 42.6(cent)
Average Trip Length 243.5 240.4
</TABLE>
The Company's net income for the first nine months of 1997 decreased
12% to $40.8 million or $1.36 per share on 30.1 million weighted average shares
outstanding. In comparison, net income for the same period of 1996 was $46.3
million or $1.48 per share on 31.3 million weighted average shares outstanding.
The decrease in the average number of shares outstanding was due to the
Company's stock repurchase programs, offset by shares generated from the
exercise of stock options. The financial results for 1997 included a one-time
after-tax accrual of $1.6 million or $.05 per share related to the Company's
decision to exercise its option for the early return of all BAe-146 aircraft to
their lessor during the fourth quarter of 1997 and first quarter of 1998, as
well as after-tax expense of $1.6 million or $.05 per share associated with the
cancellation of the outstanding SARs and the adoption of the Option Plan on May
21, 1997, as described above. The Company has canceled all outstanding SARs and
does not intend to incur any additional SARs expense in the future. The results
for the nine months ending September 30, 1996 included an after-tax accrual of
$.4 million or $.01 per share associated with the Company's SARs program.
Operating expenses increased 5% during the nine month period ended
September 30, 1997. The Company increased ASM's by 1% and experienced a 4%
increase in the cost per ASM to 16.8 cents from 16.2 cents. Excluding (1)
pre-tax option compensation/SARs expense of $2.6 million and $.7 million for the
nine months ending September 30, 1997 and 1996, respectively, and (2) the
pre-tax accrual of $2.6 million in 1997 related to the early return of all
BAe-146 aircraft to their lessor, operating cost per ASM would have been
approximately 16.4 and 16.1 cents for 1997 and 1996, respectively.
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<PAGE> 14
The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the nine month
periods ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>
Cost per ASM % Operating Cost
Year to Date Year to Date
Sept. 30, Sept. 30,
---------------------------------------------------------
1997 1996 1997 1996
---------------------------------------------------------
<S> <C> <C> <C> <C>
Labor and related 4.3(cent) 4.2(cent) 26% 26%
Fuel 1.8 1.8 11 11
Direct maintenance 3.0 2.5 17 15
Passenger related 2.0 2.1 12 13
Depreciation and aircraft rent 2.5 2.4 15 15
Other 3.2 3.2 19 20
---------------------------------------------------------
Total operating expense 16.8(cent) 16.2(cent) 100% 100%
</TABLE>
Labor and related costs increased 5% to $59.2 million for the nine
months ended September 30, 1997 from $56.2 million for the nine months ended
September 30, 1996. The average number of employees grew 3% from 2,399 to 2,479
as of September 30, 1997. As mentioned above, the Company's shareholders
approved the Option Plan on May 21, 1997. During the first nine months of 1997,
SARs expense of $2.6 million was recorded based on the closing price of the
Company's stock on May 21, which had increased 13% since December 31, 1996. The
Company canceled all SARs outstanding on May 21 and options with exercise prices
equal to the base prices of the SARs were issued in exchange. The SARs expense
of $2.6 million was reversed upon cancellation of the SARs but an equivalent
amount of compensation expense related to the new options issued was recorded
due to the one-time issuance of options with an exercise price less than the
market price of the Company's stock on May 21. The nine months ending September
30, 1996 included a $.7 million charge to expense for SARs due to a 2% increase
in the Company's stock price. Labor and related costs without the option/SARs
adjustments would have been as follows for the nine months ending September 30,
1997 and 1996, respectively: 4.2 cents and 4.1 cents per ASM and 25% and 26% of
total operating costs. By replacing the SARs program with the Option Plan, the
Company expects to eliminate the past earnings volatility that was related to
the SARs compensation program.
Direct maintenance cost, excluding labor and related expenses,
increased 20% to $40.5 million for the nine months ended September 30, 1997. The
higher expense was primarily due to increased maintenance inpections and
overhauls of time controlled components as described above under the caption
"Results of Operations for the three months ended September 30, 1997 and 1996".
The Company incurred major periodic inspections on the BAe-146 aircraft during
the first quarter of 1997 that were not required during the same quarter of
1996. In addition, the second quarter of 1997 included the one-time expense
accrual for complying with maintenance return conditions related to the
Company's decision to exercise its option for the early return of all BAe-146
aircraft.
-14-
<PAGE> 15
Depreciation and aircraft rent increased 4% to $33.8 million for the
nine months ended September 30, 1997. This increase was due primarily to the
one-time expense accrual for the write-off of assets and additional rents
related to the return of the BAe-146 aircraft.
Interest expense decreased by 31% to $3.1 million for the nine months
ending September 30, 1997 compared with the same period of 1996. This decrease
was due to lower interest rates and less debt outstanding, as well as
capitalized interest of $.7 million related to deposits on the CRJ aircraft.
Part II- Other Information
<TABLE>
<S> <C>
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report. The exhibit
number refers to Item 601 of Regulation S-K.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
for the quarter ended September 30, 1997.
</TABLE>
-15-
<PAGE> 16
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.
ASA Holdings, Inc.
Date: November 14, 1997 /s/ Ronald V. Sapp
-------------------------------
Ronald V. Sapp
Chief Financial Officer
Senior Vice President - Finance
-16-
<PAGE> 1
EXHIBIT 11 STATEMENT RE: COMPUTATION OF
PER SHARE EARNINGS
<TABLE>
<CAPTION>
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
------------------------------ -------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Income $15,339,833 $16,548,708 $40,843,966 $46,276,085
Net Income per Share $ 0.51 $ 0.53 $ 1.36 $ 1.48
Weighted Average Number of Shares Outstanding 30,145,926 30,974,994 30,060,895 31,262,294
</TABLE>
See condensed notes to consolidated financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 126,606
<SECURITIES> 55,576
<RECEIVABLES> 8,567
<ALLOWANCES> (276)
<INVENTORY> 6,336
<CURRENT-ASSETS> 201,462
<PP&E> 504,964
<DEPRECIATION> 224,692
<TOTAL-ASSETS> 502,926
<CURRENT-LIABILITIES> 57,412
<BONDS> 79,942
0
0
<COMMON> 3,005<F1>
<OTHER-SE> 290,973<F2>
<TOTAL-LIABILITY-AND-EQUITY> 502,926
<SALES> 0
<TOTAL-REVENUES> 288,276
<CGS> 0
<TOTAL-COSTS> 228,508
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 90
<INTEREST-EXPENSE> 3,113
<INCOME-PRETAX> 64,797
<INCOME-TAX> 23,953
<INCOME-CONTINUING> 40,844
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,844
<EPS-PRIMARY> 1.36
<EPS-DILUTED> 1.36
<FN>
<F1>REDUCED BY APPROXIMATELY $19,500 ALLOCABLE TO 195,000 SHARES OF TREASURY STOCK.
<F2>REDUCED BY APPROXIMATELY $4,196,000 ALLOCABLE TO 195,000 SHARES OF TREASURY
STOCK.
</FN>
</TABLE>
