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 June 30, 1999
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.
2,764,653 Common Shares, par value of $.25 per share were outstanding as of
August 10, 1999.
This filing contains 17 pages.
The exhibit index is on page 17.
<PAGE>
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings
for the three-month periods ended
June 30, 1999 and 1998 (Unaudited) 3
Consolidated Balance Sheets at
June 30, 1999 (Unaudited)
and March 31, 1999 4
Consolidated Statements of Cash
Flows for the three-month periods
ended June 30, 1999 and 1998 (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 12-17
2
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<TABLE>
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
<CAPTION>
Three Months Ended
June 30,
1999 1998
<S> <C> <C>
Operating Revenues:
Cargo $ 4,357,067 $ 4,676,739
Maintenance 3,475,825 3,348,669
Ground equipment 730,620 3,360,023
Aircraft services and other 2,226,542 1,124,710
10,790,054 12,510,141
Operating Expenses:
Flight operations 3,052,317 3,231,848
Maintenance and brokering 5,161,249 3,857,126
Ground equipment 638,982 2,870,123
General and administrative 1,588,775 1,855,104
Depreciation and amortization 239,357 171,377
10,680,680 11,985,578
Operating Income 109,374 524,563
Non-operating Expense (Income):
Interest 129,258 50,696
Deferred retirement expense 6,249 6,249
Investment income (45,254) (43,545)
90,253 13,400
Earnings Before Income Taxes 19,121 511,163
Income Taxes 8,600 204,465
Net Earnings $ 10,521 $ 306,698
Net Earnings Per Share:
Basic $ - $ 0.11
Diluted $ - $ 0.11
Average Shares Outstanding:
Basic 2,764,653 2,711,653
Diluted 2,846,476 2,810,875
<FN>
See notes to consolidated financial statements.
</TABLE>
3
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<TABLE>
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, 1999 March 31,1999
<S> <C> <C>
ASSETS (Unaudited)
Current Assets:
Cash and cash equivalents $ 167,501 $ 263,362
Marketable securities 1,894,660 2,086,259
Accounts receivable, net 4,744,831 7,008,987
Inventories 8,717,295 6,925,545
Deferred tax asset, net 424,980 424,980
Prepaid expenses and other 229,659 174,450
Total Current Assets 16,178,926 16,883,583
Property and Equipment 5,940,911 5,856,182
Less accumulated depreciation (3,225,479) (2,992,556)
2,715,432 2,863,626
Deferred Tax Asset 233,625 233,625
Intangible Pension Asset 522,119 498,119
Other Assets 378,691 372,691
Total Assets $ 20,028,793 $ 20,851,644
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to bank $ 4,907,511 $ 3,893,502
Accounts payable 3,384,603 4,267,890
Accrued expenses 938,920 1,690,036
Current portion of long-term obligations 56,315 57,853
Total Current Liabilities 9,287,349 9,909,281
Capital Lease Obligation (less current
portion) 23,920 23,920
Deferred Retirement Obligations (less
current portion) 1,336,152 1,282,545
Stockholders' Equity:
Preferred stock, $1 par value, authorized
10,000,000 shares, none issued - -
Common stock, par value $.25; authorized
4,000,000 shares; 2,764,653 and
2,764,653 shares issued 690,491 690,491
Additional paid in capital 7,049,157 7,049,157
Accumulated other comprehensive loss (199,514) (154,745)
Retained Earnings 1,841,238 2,050,995
9,381,372 9,635,898
Total Liabilities & Stockholders' Equity $ 20,028,793 $ 20,851,644
<FN>
See notes to consolidated financial statements.
</TABLE>
4
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<TABLE>
AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
Three Months Ended
June 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 10,521 $ 306,698
Adjustments to reconcile net earnings to net
cash used in operations:
Depreciation and amortization 239,357 171,377
Change in retirement obligation 53,607 (12,225)
Change in assets and liabilities:
Accounts receivable 2,264,156 130,073
Inventories (1,791,750) (534,456)
Prepaid expenses and other (85,208) 554
Accounts payable (883,286) (1,071,353)
Accrued expenses (752,655) (601,890)
Income taxes payable - (636,787)
Total adjustments (955,779) (2,554,707)
Net cash used in
operating activities (945,258) (2,248,009)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (91,164) (189,024)
Purchase of marketable securities (100,000) (10,285)
Proceeds from sale of marketable securities 246,830 -
Net cash provided by (used in)
investing activities 55,666 (199,309)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit, net 1,014,009 2,767,056
Payment of cash dividend (220,278) (377,688)
Net cash provided by
financing activities 793,731 2,389,368
NET DECREASE IN CASH
& CASH EQUIVALENTS (95,861) (57,950)
CASH & CASH EQUIVALENTS AT BEGINNING
OF PERIOD 263,362 193,918
CASH & CASH EQUIVALENTS AT END OF PERIOD $ 167,501 $ 135,968
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
Unrealized loss on available-for-sale Securities $ 44,769 -
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 86,813 $ 47,856
Income/Franchise taxes 31,049 845,885
<FN>
See notes to consolidated financial statements.
</TABLE>
5
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AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. Financial Statements
The Consolidated Balance Sheet as of June 30, 1999, the Consolidated
Statements of Earnings for the three-month periods ended June 30, 1999 and 1998
and the Consolidated Statements of Cash Flows for the three-month periods ended
June 30, 1999 and 1998 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 June 30,
1999, 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, 1999. The results of
operations for the period ended June 30 are not necessarily indicative of the
operating results for the full year.
B. Income Taxes
The tax effect of temporary differences, primarily asset reserves and
accrued liabilities, gave rise to the Company's deferred tax asset in the
accompanying June 30, 1999 and March 31, 1999 consolidated balance sheets.
The Company records a valuation allowance in order to reduce its deferred
tax asset to an amount which is more likely than not to be realized. At June
30, 1999 and March 31, 1999, the Company had no valuation allowance.
The income tax provisions for the three-months ended June 30, 1999 and 1998
differ from the federal statutory rate primarily as a result of state income
taxes and permanent tax timing differences.
C. Net Earnings Per Share
Basic earnings per share has been calculated by dividing net earnings by
the weighted average number of common shares outstanding during each period.
For purposes of calculating diluted earnings per share, shares issuable under
employee stock options were considered common share equivalents and were
included in the weighted average common shares.
6
<PAGE>
The computation of basic and diluted earnings per common share is as follows:
Three months ended June 30,
1999 1998
Net earnings $ 10,521 $ 306,698
Weighted average common shares:
Shares outstanding-basic 2,764,653 2,711,653
Dilutive stock options 81,823 99,222
Shares outstanding-diluted 2,846,476 2,810,875
Net earnings per common share:
Basic $ - $ 0.11
Diluted $ - $ 0.11
7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
Statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" or made by management of the Company which
contain more than historical information may be considered forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) which are subject to risks and uncertainties. Actual results may
differ materially from those expressed in the forward-looking statements because
of important risks and uncertainties, including but not limited to the effects
of economic, competitive and market conditions in the aviation industry.
The Company's most significant component of revenue is generated 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
contracts for a major express delivery company out of 80 cities, periodically
operated in 30 states in the eastern half of the United States and in Puerto
Rico, Canada and the Virgin Islands.
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 94 aircraft at March 31, 1999) are owned by and
dry-leased from a major air express company (Customer), and Short Brothers SD3-
30 aircraft (two aircraft at March 31, 1999) are owned by the Company and
periodically operated under wet-lease arrangements with the Customer. 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, which
currently cover approximately 98% of the revenue aircraft operated, 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, at cost.
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 such services to other firms, and has
done so in the past. Loss of its contracts with the Customer would have a
material adverse effect on the Company.
In May 1997, to expand its revenue base, the Company's Mountain Aircraft
Services, LLC (MAS) subsidiary expanded its offering of aircraft component
repair services. MAS's revenue contributed approximately $2,213,000 and
$1,029,000 to the Company's revenues for the three-months periods ended June 30,
1999 and 1998, respectively.
8
<PAGE>
In August 1997, the Company acquired certain assets and order backlog and
assumed certain liabilities of Simon Deicer Company, a division of Terex
Aviation Ground Equipment, Inc. located in Olathe, Kansas. The acquisition,
renamed Global Ground Support, LLC (Global), manufactures, services and supports
aircraft deicers on a worldwide basis. Global, operated as a subsidiary of MAS,
contributed approximately $731,000 and $3,360,000 to the Company's revenues for
the three-month periods ended June 30, 1999 and 1998, respectively.
In June 1999, Global was awarded a four-year, $25,000,000, contract to
supply deicing equipment to the United States Air Force. The Company was
subsequently made aware that a competing bidder had filed a protest opposing the
awarding of the contract to Global. As a result of this protest, implementation
of the Air Force contract has been delayed until the review is completed. The
Company, in conjunction with the Air Force, is vigorously opposing the protest
and believes that the contract award to Global will be upheld.
As a result of the delays created by this protest, revenue originally
anticipated to commence during the quarter ending December 31,1999, is currently
projected to be delayed until the quarter ending March 31, 2000.
Seasonality
Global's business has historically been highly seasonal. In general, the
bulk of Global's revenues and earnings have occurred during the second and third
fiscal quarters, and comparatively little has occurred during the first and
fourth fiscal quarters due to the nature of its product line. The Company plans
to reduce Global's seasonal fluctuation in revenues and earnings by broadening
its product line to increase revenues and earnings in the first and fourth
fiscal quarters. The remainder of the Company's business is not materially
seasonal.
Results of Operations
Consolidated revenue decreased $1,720,000 (13.8%) to $10,790,000 for the
three-month period ended June 30, 1999 compared to its equivalent 1998 period.
The decrease in revenue primarily resulted from a decrease in operations of
Global partially offset by increases in component repair services.
Operating expenses decreased $1,305,000 (10.9%) to $10,681,000 for the
three-month period ended June 30, 1999 compared to its equivalent 1998 period.
The decrease in operating expenses consisted of the following: cost of flight
operations decreased $180,000 (5.6%) primarily as a result of decreases in costs
associated with pilots and pilot travel; maintenance expense increased
$1,304,000 (33.8%) primarily as a result of increases associated with cost of
parts and labor related to the expansion of MAS's operation; ground equipment
decreased $2,231,000 (77.7%), as a result of decreased Global sales;
depreciation increased $68,000 (39.7%) primarily as a result of increased
depreciation related to the expansion of MAS and Global; general and
administrative expense decreased $266,000 (14.4%) primarily as a result of
decreased wages and benefits, advertising and staff travel expense.
9
<PAGE>
Results of Operations (cont'd)
The current period's significantly decreased revenue and earnings resulted
primarily from the operations of Global. During the quarter ended June 30, 1999
Global's revenue and pre-tax net loss, respectively, decreased and increased
$2,629,000 (78.3%) and $407,000 (315.1%) to $731,000 and $537,000 compared to
the quarter ended June 30, 1998.
Global's operating results were severely impacted by significantly lower
sales resulting from a combination of factors including low order backlog due to
warmer than normal winter temperatures, higher than normal levels of production
during the first quarter of fiscal 1999 and price competition, which caused
Global to under utilize its production plant capacity. Global also incurred
significant expense in the latter part of fiscal 1999 and first quarter of
fiscal 2000 to develop new equipment to diversify its product line in order to
expand its customer base and reduce seasonality. Global started production of
its new line of hydraulically operated scissor-lift equipment for ground service
of aircraft during the first quarter of fiscal 2000 and is in the process of
finalizing the design of lower priced aircraft deicer models for the 2000-2001
winter season.
The $77,000 increase in non-operating expense was principally due to an
increase in credit line interest in the first quarter of 1999 compared to 1998.
Pretax earnings decreased $492,000 for the three-month period ended June 30,
1999 compared to 1998, principally due to a $537,000 first quarter 1999 loss at
Global and decreased earnings at MAC, partially offset by an increase in CSA and
MAS earnings for the three-month period ended June 30, 1999, compared to June
30, 1998.
The provision for income taxes for the three-month period ended June 30,
1999 decreased $195,000 compared to the 1998 period, primarily due to decreased
taxable income.
Liquidity and Capital Resources
As of June 30, 1999 the Company's working capital amounted to $6,932,000, a
decrease of $42,000 compared to March 31, 1999.
In July 1998, the Company increased its unsecured line of credit to $7,000,000.
The line, which matures in August 31, 1999,is expected to be renewed before its
scheduled expiration date. Amounts advanced under the line of credit bear
interest at the 30-day "LIBOR" rate plus 137 basis points.
Under the terms of the line of credit the Company may not encumber certain
real or personal property. As of June 30, 1999 the Company was in a net
borrowing position against its credit line of $4,908,000. Management believes
that funds anticipated from operations and the continuation of existing credit
facilities will provide adequate cash flow to meet the Company's future
financial needs.
10
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Liquidity and Capital Resources (cont'd)
The respective three-month periods ended June 30, 1999 and 1998 resulted in
the following changes in cash flow: operating activities used $945,000 in 1999
and $2,248,000 in 1998, investing activities provided $56,000 in 1999 and used
$199,000 in 1998 and financing activities provided $794,000 in 1999 and
$2,389,000 in 1998. Net cash decreased $96,000 and $58,000 during the three
months ended June 30, 1999 and 1998, respectively.
Cash used in operating activities was $1,303,000 lower for the three-months
ended June 30, 1999 compared to the similar 1998 period principally due to a
significant decrease in accounts receivable, partially offset by an increase in
inventory and decreases in accounts payable and accrued expenses.
Cash provided by investing activities for the three-months ended June 30,
1999 was approximately $255,000 more than the comparable period in 1998,
principally due to the sale of marketable securities and a decrease in capital
expenditures in 1999.
Cash provided by financing activities was $1,595,000 less in the 1999
three-month period than in the corresponding 1998 period due to a decrease in
borrowings under the line of credit in 1999, partially offset by a decrease in
cash dividend.
There are currently no commitments for significant capital expenditures.
The Company's Board of Directors on August 7, 1998 adopted the policy to pay an
annual cash dividend in the first quarter of each fiscal year, in an amount to
be determined by the Board. The Company paid a $.08 per share cash dividend in
June 1999.
Deferred Retirement Obligation
The Company's former Chairman and Chief Executive Officer passed away on
April 18, 1997. In addition to amounts previously expensed, under the terms of
his supplemental retirement agreement, death benefits with a present value of
approximately $420,000 were expensed in the first quarter 1998. The death
benefits are payable in the amount of $75,000 per year for 10 years.
Impact of Inflation
The Company believes the impact of inflation and changing prices on its
revenues and net earnings will not have a material effect on its manufacturing
operations because increased costs due to the currently low level of inflation
could be passed on the its customers, or on its air cargo business since the
major cost components of its operations, consisting principally of fuel, crew
and certain maintenance costs are reimbursed, without markup, under current
contract terms.
11
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Year 2000 Issue
The Company has initiated a comprehensive review of its operations and
computer systems to identify the extent to which it could be affected by the
"year 2000 issue", which is the result of computer programs written using two
digits rather than four to define the applicable year. The Company has broken
down its review to assess its information technology systems (IT Systems), the
aspects of its operations that rely on devices that may contain embedded
microchips (Non-IT Systems) and its relationships and reliance on vendors,
suppliers, customers and others with whom the Company deals whose operations may
be affected by the year 2000 issue. This review was conducted by the Company's
Year 2000 committee, authorized to assess the Company's risks and develop a
comprehensive plan to address the year 2000 issue.
State of Readiness
IT Systems. As a result of such review, as of the date of this Quarterly Report
on Form 10-Q, the Company believes it has catalogued all IT Systems utilized
directly by the Company. The Company has revised, and tested, certain
customized IT Systems to enable such systems to work properly following the year
2000 and has verified that recently acquired IT Systems from third-party vendors
are "year 2000 compliant". Management utilized external resources to upgrade
internal software systems to become year 2000 compliant. Management believes
that such systems have been completely tested and are currently compliant.
Non-IT Systems. The Company utilizes a number of devices that include embedded
microchips that may be affected by the year 2000 issue, including aircraft
operated under lease agreements with its major customer. The Company has
completed the testing and replacing of any noncompliant devices. Under its
agreements with its major customer the cost of replacing such components in
aircraft leased by the Company from its customer was passed on to the customer.
Material Third Parties. The Company has made concerted efforts to understand
the year 2000 compliance readiness of third parties (including, among others,
domestic and international government agencies and air traffic control systems
material to the Company's operations, vendors, suppliers and major customers)
whose year 2000 non-compliance could either have a material adverse effect on
the Company's business, financial condition or results of operations or involve
a safety risk to employees or customers.
The Company has actively encouraged year 2000 compliance on the part of third
parties and has developed contingency plans in the event of their year 2000 non-
compliance. The Company has contacted, in writing and by telephone, each
"mission critical" vendor and supplier, requesting completion of a questionnaire
to assess such third party's year 2000 compliance. The Company's vendors and
suppliers are under no contractual obligation to provide such information to the
Company. Although the Company has received written or verbal assurances of
compliance, year 2000 issue disruptions experienced by "mission critical"
vendors could adversely affect the Company's operations.
12
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The Company has met with its major air cargo customer on numerous occasions to
discuss year 2000 readiness. In addition, the Company has reviewed public
filings of its major customer to assess the customer's state of year 2000
compliance. Such discussions and filings indicate plans by such customer to be
100% internal systems year 2000 compliant, including operating subsidiaries, by
September 1, 1999. However, such customer's operations rely on many third
parties, including governmental agencies, airports and air traffic control
systems described below.
In conjunction with the Company's major air cargo customer and industry trade
associations, the Company is involved in an industry-wide effort to understand
the year 2000 compliance status of airports, air traffic systems, and other U.S.
and international government agencies that may affect the Company's air cargo
operations. The Company's air cargo routes are selected and scheduled by its
major customer.
In addition to general risks raised by the year 2000 issue, the Company's
primary business segment, providing air cargo services to the overnight express
delivery industry, is subject to significant additional risks. First, the
Company's relationship with its major air cargo customer is based, in
significant part, on the Company's operating reliability. A failure to timely
confirm its year 2000 compliance to the customer could result in a loss of such
relationship.
The Company has provided this customer with an anticipated time schedule for
completion of its year 2000 compliance program, which the Company has verified
fits within the customer's planned schedule. In addition, the bulk of the
Company's aircraft fleet is leased from such customer and is dedicated for use
in flying routes designated by the customer.
Costs
The Company estimates the cost incurred to date for year 2000 compliance is
approximately $120,000. No future cost are expected to be incurred. The
foregoing costs do not include the allocation of internal employee time since
the Company does not track such internal costs.
Contingency Plans
The Company has developed contingency plans for year 2000 non-compliance, some
of which are discussed above. Due to the Company's dependence upon, and its
current uncertainty with, the year 2000 compliance of certain government
agencies, third-party suppliers, vendors and customers with whom the Company
deals, the Company is unable to determine at this time its most reasonably
likely worst case scenario. While costs related to the lack of year 2000
compliance by third parties, business interruptions, litigation and other
liabilities related to year 2000 issues could materially and adversely affect
the Company's business, results of operations and financial condition, the
Company expects its internal year 2000 compliance efforts to reduce
significantly the Company's level of uncertainty about the impact of year 2000
issues affecting both its IT Systems and non-IT Systems.
13
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company does not hold or issue derivative financial instruments for trading
or other purposes. The Company is exposed to changes in interest rates on its
line of credit, which bears interest based on the 30-day LIBOR rate plus 137
basis points. If the LIBOR interest rate had been increased by one percentage
point, based on the quarter-end balance of the line of credit, annual interest
expense would have increased by approximately $49,000.
14
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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 July 17, 1998
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 30,000 30,000 40,000
John J. Gioffre 20,000 20,000 25,000
William H. Simpson 40,000 40,000 60,000
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
15
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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. 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*
10.8 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*
10.9 Employment Agreement dated January 1, 1996 between Company, Mountain Air
Cargo Inc. and Mountain Aircraft Services, LLC and J. Hugh Bingham, in-
corporated by reference to Exhibit 10.10 to the Company's Annual Report
Form 10-K for the fiscal year end March 31, 1996.*
10.10 Employment Agreement dated September 30, 1997 between Mountain
Aircraft Services, LLC and J. Leonard Martin, incorporated by reference
to Exhibit 10.10 to the Company's Quarterly Report
Form 10-Q for the quarter ended December 31, 1997.*
10.11 Omibus Securities Award Plan.*
10.12 Commercial and Industrial Lease Agreement dated August 25, 1998
between William F. Bieber and Global Ground Support, LLC, incorporated
by reference to Exhibit 10.12 of the Company's Quarterly Report on 10Q
for the period ended September 30, 1998.
10.13 Amendment, dated February 1, 1999, to 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 of the Company's Quarterly Report on 10Q for the period ended
December 31, 1998.
21.1 List of subsidiaries of the Company, incorporated by reference to Exhibit
21.1 of the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997
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 first quarter of fiscal
2000.
16
<PAGE>
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: August 11, 1999 /s/ Walter Clark
Walter Clark, Chief Executive Officer
Date: August 11, 1999 /s/ John Gioffre
John J. Gioffre, Vice President-Finance
17
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
"This schedule contains summary financial information extracted from Air
Transportation Holding Company, Inc. SEC Form 10-Q for Quarter ended December
31, 1998 (identify specific financial statements) and is qualified in its
entirety by reference to such financial statements."
</LEGEND>
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<PERIOD-END> DEC-31-1998
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