<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 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 0-18653
COMAIR HOLDINGS, INC.
---------------------
Incorporated under the laws of Kentucky 31-1243613
(I.R.S. Employer ID No.)
P.O. Box 75021
Cincinnati, Ohio 45275
(606) 767-2550
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 7, 1997
----- -----------------------------
Common stock, no par value 44,541,524
PAGE 1
<PAGE> 2
COMAIR HOLDINGS, INC.
INDEX
PAGE NOS.
PART I. Financial Information -
Consolidated Balance Sheets - June 30, 1997
and March 31, 1997 ....................................... 3-4
Consolidated Statements of Income -
Three months ended June 30, 1997 and 1996 ................ 5
Consolidated Statements of Cash Flows -
Three months ended June 30, 1997 and 1996 ................ 6
Notes to Consolidated Financial Statements .................... 7-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 9-13
SIGNATURE .......................................................... 14
PAGE 2
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COMAIR HOLDINGS, INC. AND SUBSIDIARIES
--------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
AS OF JUNE 30, 1997 AND MARCH 31, 1997 (UNAUDITED)
--------------------------------------------------
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1997 MARCH 31, 1997
- ------ ------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $105,453,031 $122,604,792
Marketable securities
available-for-sale 47,084,424 54,111,024
Interest bearing deposits 30,000,000 --
------------ ------------
$182,537,455 $176,715,816
Accounts receivable 3,968,268 20,289,523
Inventory of expendable parts 19,243,960 18,229,847
Future tax benefits 11,656,267 11,056,864
Prepaid expenses 9,959,377 14,458,955
------------ ------------
Total current assets $227,365,327 $240,751,005
------------ ------------
Property and equipment, at cost:
Flight equipment $427,996,231 $394,323,083
Maintenance, operations and
office facilities 10,292,723 10,292,723
Other property and equipment 43,872,554 42,490,273
------------ ------------
$482,161,508 $447,106,079
Less accumulated depreciation and
amortization 105,252,068 116,100,656
Less reserve for engine overhauls and
purchase incentives 14,881,567 12,633,839
------------ ------------
$362,027,873 $318,371,584
Construction in progress 55,986 14,580
Advance payments and deposits
for aircraft 21,097,825 21,086,563
------------ ------------
Net property and equipment $383,181,684 $339,472,727
------------ ------------
Other assets and deferred costs $ 10,183,345 $ 8,362,213
------------ ------------
Total assets $620,730,356 $588,585,945
============ ============
</TABLE>
PAGE 3
<PAGE> 4
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
--------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
AS OF JUNE 30, 1997 AND MARCH 31, 1997 (UNAUDITED)
--------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY JUNE 30,1997 MARCH 31,1997
- ------------------------------------ ------------ -------------
<S> <C> <C>
Current liabilities:
Current installments of
long-term obligations $ 13,048,339 $ 12,909,768
Accounts payable 47,248,389 47,933,952
Interline payable and deferred revenue 5,361,315 5,579,663
Accrued lease expense 22,182,810 22,015,215
Accrued wages 5,434,750 6,427,279
Accrued expenses 13,460,199 13,785,587
Accrued taxes 25,698,948 12,412,131
------------ ------------
Total current liabilities $132,434,750 $121,063,595
Long-term obligations $123,528,791 $127,747,861
------------ ------------
Deferred income taxes $ 55,533,105 $ 52,389,105
------------ ------------
Other liabilities and deferred credits $ 7,189,440 $ 7,086,055
------------ ------------
Shareholders' equity:
Common stock, no par value,
100,000,000 shares authorized,
44,500,011 and 44,532,815 issued
and outstanding, respectively $ 51,349,368 $ 52,302,390
Preferred stock, no par value,
1,000,000 shares authorized, none
issued or outstanding -- --
Net unrealized gain(loss) on marketable
securities available-for-sale 138,144 (25,543)
Retained earnings 250,556,758 228,022,482
------------ ------------
Total shareholders' equity $302,044,270 $280,299,329
------------ ------------
Total liabilities and shareholders' equity $620,730,356 $588,585,945
============ ============
</TABLE>
PAGE 4
<PAGE> 5
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
--------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
-------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
OPERATING REVENUES:
Passenger $ 152,084,199 $ 132,525,117
Cargo and other 1,111,331 1,385,721
Non-airline operations 5,846,212 5,114,321
------------- -------------
Total operating revenues $ 159,041,742 $ 139,025,159
------------- -------------
OPERATING EXPENSES:
Salaries and related costs $ 26,746,103 $ 24,019,322
Aircraft fuel 13,705,454 12,210,955
Maintenance materials and repairs 11,572,116 9,524,739
Aircraft rent 18,107,620 16,388,010
Other rent and landing fees 5,564,061 4,635,753
Passenger commissions 12,210,359 11,302,510
Other operating expenses 19,952,345 17,193,930
Depreciation and amortization 7,214,273 5,812,084
Non-airline direct costs 3,861,535 3,413,740
------------- -------------
Total operating expenses $ 118,933,866 $ 104,501,043
------------- -------------
Operating income $ 40,107,876 $ 34,524,116
------------- -------------
NONOPERATING INCOME (EXPENSE):
Investment income $ 2,317,407 $ 2,052,762
Interest expense (1,793,273) (1,024,515)
------------- -------------
Total nonoperating income, net $ 524,134 $ 1,028,247
------------- -------------
Income before income taxes $ 40,632,010 $ 35,552,363
Income taxes 15,425,000 13,510,000
------------- -------------
Net income $ 25,207,010 $ 22,042,363
============= =============
Weighted average number
of shares outstanding 44,532,226 44,440,454
============= =============
Net income per share $ 0.57 $ 0.50
============= =============
Dividends paid per share $ 0.060 $ 0.047
============= =============
</TABLE>
PAGE 5
<PAGE> 6
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
--------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
-------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 25,207,010 $ 22,042,363
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 7,214,272 5,812,085
Amortization and accrual of overhaul
expenses 3,414,958 2,829,822
Deferred income tax provision 2,544,597 795,407
Other, net (317,589) (535,557)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 16,321,255 7,206,362
Decrease (increase) in inventory of
expendable parts (1,014,113) (933,138)
Decrease (increase) in other current assets 4,499,578 (611,207)
Increase (decrease) in accounts payable (685,563) (2,204,911)
Increase (decrease) in other current
liabilities 11,918,147 13,050,176
------------ ------------
Net cash provided by operating activities $ 69,102,552 $ 47,451,402
------------ ------------
Cash Flows From Investing Activities:
Additions to property and equipment $(53,820,502) $(24,064,475)
Interest bearing deposits (30,000,000) (30,000,000)
Purchases and maturities of marketable
securities, net 6,469,804 231,958
Proceeds from sale of available-for-sale
marketable securities 720,483 1,690,000
Deferred costs 130,845 400,883
Other, net (2,048,688) (1,145,163)
------------ ------------
Net cash used in investing activities $(78,548,058) $(52,886,797)
------------ ------------
Cash Flows From Financing Activities:
Issuance of common stock $ 33,228 $ 29,811
Repurchase of common stock (986,250) --
Payments of cash dividends and
repurchase of fractional shares (2,672,734) (2,089,309)
Repayments of long-term obligations (4,080,499) (2,204,315)
------------ ------------
Net cash used in financing activities $ (7,706,255) $ (4,263,813)
------------ ------------
Net decrease in cash and cash equivalents $(17,151,761) $ (9,699,208)
------------ ------------
Cash and cash equivalents at
beginning of period $122,604,792 $111,601,283
------------ ------------
Cash and cash equivalents at end of period $105,453,031 $101,902,075
============ ============
Cash paid during the period for interest $ 3,130,230 $ 1,140,215
============ ============
Cash paid during the period for income taxes $ 427,443 $ 1,932,731
============ ============
</TABLE>
PAGE 6
<PAGE> 7
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. These statements reflect all adjustments which are, in
the opinion of management, necessary for a fair presentation of the results for
the interim periods presented. Certain information in footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the following
disclosures are adequate to make the information presented not misleading. It is
suggested that these consolidated financial statements be read in conjunction
with the financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K.
NOTE 1: The accounts of Comair Holdings, Inc. and its wholly-owned subsidiaries
(the Company) have been consolidated in the accompanying financial
statements. Upon consolidation, all material intercompany accounts,
transactions and profits have been eliminated. The Company considers the
transportation of passengers and freight in scheduled airline service by
its major subsidiary, COMAIR, Inc., to be its predominant industry
segment. The Company's stock is traded in the Nasdaq/National Market
System under the symbol COMR.
NOTE 2: Results of operations for the interim periods are not necessarily
indicative of results to be expected for the year.
NOTE 3: In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS No. 128), "Earnings Per Share", which replaces
the presentation of primary earnings per share with a presentation of
basic earnings per share. It also requires dual presentation of basic
and diluted earnings per share on the face of the income statement for
all entities with complex capital structures and requires a
reconciliation of both the numerator and denominator of the basic
earnings per share computation for the same components in the diluted
earnings per share computation. The Company is required to adopt SFAS
No. 128 in the third quarter of fiscal 1998. The Company anticipates the
impact of the adoption to be immaterial.
NOTE 4: In July 1997, the Financial Accounting Standards Board issued Statement
No. 130 (SFAS No. 130), "Reporting Comprehensive Income", which requires
that comprehensive income and the associated income tax expense or
benefit be reported in a financial statement with the same prominence as
other financial statements with an aggregate amount of comprehensive
income reported in that same financial statement. SFAS No. 130 permits a
statement of financial position, a statement of changes in shareholders'
equity, or notes to the financial statements to be used to meet this
requirement. "Other Comprehensive Income"
PAGE 7
<PAGE> 8
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
refers to revenues, expenses, gains and losses that under GAAP are
included in comprehensive income but bypass net income. The Company will
adopt SFAS No. 130 in the first quarter of fiscal 1999. The Company
anticipates the impact of this adoption to be immaterial.
NOTE 5: In July 1997, the Financial Accounting Standards Board issued Statement
No. 131 (SFAS No. 131), "Disclosures About Segments of an Enterprise and
Related Information" which requires disclosures for each segment in
which the chief operating decision maker organizes these segments within
a company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal
structure, management structure and any manner in which management
disaggregates a company. The Company will adopt SFAS No. 131 in the
first quarter of fiscal 1999. The Company anticipates the impact of this
adoption to be immaterial.
PAGE 8
<PAGE> 9
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
COMAIR, Inc. (COMAIR) is the principal subsidiary of Comair Holdings, Inc.
(with its subsidiaries, the Company), accounting for 96% of the first quarter
operating revenues and expenses. Although the following discussion and analysis
entails various aspects of the Company's financial performance, many of the
factors that affect year to year comparisons relate solely to COMAIR.
Inflation and changing prices have not had a material effect on COMAIR's
operations because revenues and expenses generally reflect current price levels.
COMAIR's market area, strong financial position and strong cost control efforts
have helped lessen the effect on the Company of price competition and resulting
low fares when compared to many others in the airline industry. However, changes
in the pricing strategies of other airlines and increased competition of low
fare carriers could impact COMAIR's ability to recoup future cost increases
through higher fares.
COMAIR operates as a "Delta Connection" carrier under a ten-year marketing
agreement with Delta Air Lines, Inc. dated and effective in October of 1989. The
agreement may be terminated by either party on not less than one hundred eighty
(180) days' advance written notice. Delta owns approximately 21% of the
Company's outstanding common stock, leases reservation equipment and terminal
facilities to COMAIR, and provides certain services to COMAIR including
reservations and passenger and aircraft handling services. Approximately 45% of
COMAIR'S passengers in the first quarter of fiscal 1998 connected to Delta. The
Company has historically benefited from its relationship with Delta. However,
the Company's results of operations and financial condition could be adversely
impacted by Delta's decisions regarding routes and other operational matters, as
well as, any material interruption or modifications in this arrangement.
In June 1997, COMAIR signed a code sharing agreement with Air Tran Airways.
Passengers will be able to connect through Orlando to 22 cities served by Air
Tran Airways and nine cities served by COMAIR throughout Florida and Nassau,
Bahamas.
For the first quarter of fiscal 1998, the Company reported record operating
revenues, operating income, net income and passenger enplanements. Operating
revenues for the quarter increased to $159.0 million, up 14% from the $139.0
million reported in the first quarter of fiscal 1997.
Operating income, net income and net income per share for the first quarter
of fiscal 1998 all increased when compared with the results reported in the
first quarter of fiscal 1997. Operating income for the quarter rose 16% to $40.1
million from $34.5 million. Net income increased 14% to $25.2 million from $22.0
million, while earnings per share increased 14% to $.57 per share from $.50 per
share.
PAGE 9
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COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The increase in earnings is largely the result of record quarterly
passenger enplanements. In the first quarter of fiscal 1998, revenue passenger
miles (RPMs) increased 17% when compared with last year's first quarter. The
higher passenger enplanements were offset somewhat by lower yields resulting
from continuous sale fare programs that have been in place since February 1997.
Capacity, available seat miles (ASMs), grew 11% with the acquisition of
eighteen 50-passenger Canadair Jet aircraft since the first quarter of fiscal
1997. Currently, 77% of COMAIR'S capacity is generated by the jet aircraft.
Since June 1996, thirteen 33-passenger Saabs and three 19-passenger Metros have
been retired from service. COMAIR has now completely transitioned out of the
19-passenger Metro and 33-passenger Saab aircraft.
CAPACITY AND TRAFFIC ANALYSIS
<TABLE>
<CAPTION>
QUARTER ENDED
6/30/97 6/30/96
--------- ---------
<S> <C> <C>
Passengers 1,367,119 1,202,041
ASMs (000s) 746,657 672,541
RPMs (000s) 458,995 392,293
Load factor 61.5% 58.3%
Breakeven load factor 46.6% 43.8%
Yield (cents) 33.1 33.8
Cost per ASM (cents) 15.3 14.9
</TABLE>
The following table shows the expense categories for COMAIR for the first
quarter of the last two fiscal years.
EXPENSE CATEGORIES
<TABLE>
<CAPTION>
QTR Ended Cents QTR Ended Cents
6/30/97 per ASM 6/30/96 per ASM
------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Salaries and
Related Costs $ 26,746,103 3.6 $ 24,019,322 3.6
Aircraft Fuel 13,705,454 1.8 12,210,955 1.8
Maintenance Materials
and Repairs 11,572,116 1.6 9,524,739 1.4
Aircraft Rent 18,107,620 2.4 16,388,010 2.4
Other Rent and
Landing Fees 5,564,061 0.7 4,635,753 0.7
Passenger Commissions 12,210,359 1.6 11,302,510 1.7
Other Operating Expenses 19,916,923 2.7 17,142,179 2.5
Depreciation and
Amortization 6,431,062 0.9 5,139,477 0.8
------------ ---- ------------ ----
$114,253,698 15.3 $100,362,945 14.9
============ ==== ============ ====
</TABLE>
PAGE 10
<PAGE> 11
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Salaries and related costs have risen in total from the first quarter of
fiscal 1997 as a result of the additional personnel to support the new Canadair
Jet service and higher passenger enplanements. However, increased capacity
generated by the additional jet equipment has caused these costs to remain the
same on a unit cost basis.
Aircraft fuel price per gallon for the first quarter of fiscal 1998 was
slightly lower than in the first quarter of last year. Total aircraft fuel costs
increased as the result of a 17% increase in fuel consumption as COMAIR has
added Canadair Jet aircraft. Cost per ASM remained the same as the lower price
offset the impact of the increased fuel consumption.
Maintenance material and repair costs increased on a total and unit cost
basis. The increase is attributed to higher maintenance costs from warranty
periods expiring on certain jet aircraft, an increase in the volume of scheduled
inspections being performed on the Canadair Jets and maintenance reserve costs
associated with the transition out of the turboprop aircraft on an accelerated
schedule.
Aircraft rent expense increased in total as a result of COMAIR accepting
delivery of additional Canadair Jets, ten of which were financed with operating
leases since the first quarter of fiscal 1997.
Other rent and landing fees increased on a total basis as a result of the
addition of the larger Canadair Jets. Due to the additional capacity generated
by the jet equipment, these costs remained the same on a unit cost basis.
Although unit revenues (revenue per ASM) were higher than first quarter of
fiscal 1997, travel agency and credit card commissions have decreased on a unit
cost basis as a result of lower weighted average commission rates. Commissions
as a percentage of passenger revenues were 8.0% this quarter compared to 8.5%
last year.
Other operating expenses increased on a total and unit cost basis. The
increase was due mainly to higher station costs associated with the increased
Canadair Jet service and additional training costs related to our accelerated
fleet transition.
Depreciation and amortization increased on a total basis due to the
purchase of eight Canadair jets since the third quarter of fiscal 1997. Unit
cost increased as a result of the placement of new jet equipment on shorter
turboprop stage lengths, which in return, lowers utilization.
Investment income in the first quarter of fiscal 1998 was higher than last
year's first quarter due to higher average cash balances available for
investment coupled with higher interest rates on our investments.
The Company's effective tax rate, which includes federal, state and local
taxes, approximated the statutory rate in the first quarter of fiscal 1998.
PAGE 11
<PAGE> 12
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
In the first three months of fiscal 1998, the Company generated cash from
operating activities of $69.1 million. During the first quarter, the Company
invested $30.0 million in a short-term interest bearing deposit with an aircraft
manufacturer. During the same period, the Company had acquisitions of $53.8
million, predominantly for Canadair Jets and related support equipment. These
acquisitions were financed with working capital. The Company repaid long-term
obligations of $4.1 million and paid cash dividends of $2.7 million. Total
working capital decreased to $94.9 million from $119.7 million at March 31,
1997, while the current ratio decreased to 1.72 from 1.99. The Company's
long-term debt to equity position was 29% debt, 71% equity at June 30, 1997, as
compared to 31% debt, 69% equity at March 31, 1997.
In fiscal 1995, the Board of Directors authorized the Company to repurchase
up to 9.3 million shares of common stock from time to time as market conditions
dictate. As of March 31, 1997, the Company had purchased 4.5 million shares of
this authorization at a cost of $37.2 million. During the first quarter of
fiscal 1998 an additional 40,000 shares were repurchased at a cost of
approximately $986,000.
COMAIR has acquired five new generation, 50-passenger Canadair Jet aircraft
during the first three months of fiscal 1998 bringing the total Canadair Jet
fleet to 53. For 20 of these aircraft, the manufacturer agreed to arrange the
lease financing, including the right to return the aircraft after seven years
with no cost to COMAIR other than normal and customary return provisions related
to the condition of the aircraft. Ten aircraft were financed with debt, three
were acquired with working capital, while the other 20 aircraft were financed
through operating leases with terms of up to 16.5 years.
As of June 30, 1997, COMAIR had scheduled delivery positions for 27
Canadair Jets to be delivered through fiscal 2000. Fifteen of these aircraft are
firm orders, while twelve are subject to certain conditions. The aggregate cost
of these aircraft, including support equipment and estimated escalation, will be
approximately $486 million. COMAIR also has options for 45 additional jet
aircraft, valued at approximately $875 million, including support equipment and
estimated escalation, which could be available for delivery in fiscal 2000
through fiscal 2002. Some of the options can be converted to Canadair's 70-seat
aircraft.
COMAIR expects to finance the aircraft described above through a
combination of working capital and lease, equity and debt financing, utilizing
manufacturers' assistance and government guarantees to the extent possible.
COMAIR believes that financing will be available at acceptable rates. If COMAIR
is unable to obtain acceptable financing terms, it could be required to modify
its expansion plans.
PAGE 12
<PAGE> 13
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
On January 9, 1997, Flight 3272 crashed near Detroit, Michigan. There were
no survivors among the 29 passengers and crew members aboard the turboprop
aircraft. The Company is cooperating fully with the National Transportation
Safety Board and all other federal, state and local regulatory and investigatory
agencies in connection with the crash. In May 1997, the NTSB released the
factual data obtained to date related to Flight 3272. The findings to date are
inconclusive. Several lawsuits have been filed against the Company seeking
damages attributable to the deaths of those on Flight 3272, and additional
lawsuits are expected. The Company maintains substantial insurance coverage for
such claims and, at this time, believes that the claims, expenses and litigation
related to this accident will not have a material adverse effect on the
Company's financial condition, cash flows or results of operations.
There are no other material legal proceedings pending involving the
Company, any of its subsidiaries or their property, except proceedings arising
in the ordinary course of business. The Company believes that all such
proceedings are adequately insured.
In fiscal 1998, additional capital for repayment of long-term obligations,
planned dividend payments and other capital expenditures are expected to be
provided by operations.
The Company has a $5 million bank line of credit at prime. The line of
credit has not been used since 1985.
Several of the statements contained in this report are "forward-looking
statements" as that term is defined in federal securities laws. The actual
results could vary materially from those described in those statements. Factors
that could cause actual results to vary are described in detail in our reports
to the Securities and Exchange Commission including Exhibit 99 to our form 10-K
for the period ending March 31, 1997 and are also discussed in the second and
third paragraphs under "Results of Operations."
PAGE 13
<PAGE> 14
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
SIGNATURE
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.
COMAIR HOLDINGS, INC.
August 14, 1997 BY: /s/ Randy D. Rademacher
----------------------------------------
Randy D. Rademacher
Senior Vice President Finance
Chief Financial Officer
PAGE 14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000835344
<NAME> COMAIR HOLDINGS INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 105,453,031
<SECURITIES> 47,084,424
<RECEIVABLES> 3,968,268
<ALLOWANCES> 0
<INVENTORY> 19,243,960
<CURRENT-ASSETS> 227,365,327
<PP&E> 482,161,508
<DEPRECIATION> 105,252,068
<TOTAL-ASSETS> 620,730,356
<CURRENT-LIABILITIES> 132,434,750
<BONDS> 123,528,791
<COMMON> 51,349,368
0
0
<OTHER-SE> 250,694,902
<TOTAL-LIABILITY-AND-EQUITY> 620,730,356
<SALES> 0
<TOTAL-REVENUES> 159,041,742
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 118,933,866
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,793,273
<INCOME-PRETAX> 40,632,010
<INCOME-TAX> 15,425,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,207,010
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0
</TABLE>
