<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A Amendment #1
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 0-17846
CCAIR, Inc.
Incorporated under the laws of Delaware 56-1428192
(I.R.S. Employer ID No.)
4700 Yorkmont Road, Second Floor
Charlotte, North Carolina 28208
(704) 359-8990
Indicate by a 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
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 May 8, 1995
Common stock, $0.01 par value 7,381,195
<PAGE>
CCAIR, Inc.
FORM 10-Q/A QUARTERLY REPORT FOR
FISCAL QUARTER ENDED MARCH 31, 1995
TABLE OF CONTENTS
PAGE NO.
PART I - FINANCIAL INFORMATION:
ITEM 1. Financial Statements: 3
Condensed Balance Sheets as of
March 31, 1995 and June 30, 1994. 3
Condensed Statements of Income for
the Three and Nine Months ended
March 31, 1995 and 1994. 4
Condensed Statements of Cash Flows
for Nine Months ended March 31,
1995 and 1994. 5
Notes to Condensed Financial Statements. 6
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. 7
PART II - OTHER INFORMATION:
ITEM 1. Legal Proceedings. 9
ITEM 2. Changes in Securities. 9
ITEM 3. Defaults Upon Senior Securities. 9
ITEM 4. Submission of Matters to a Vote
of Security Holders. 9
ITEM 5. Other Information. 9
ITEM 6. Exhibits and Reports on Form 8-K. 10
SIGNATURES 10
EXHIBIT INDEX E-1
2
<PAGE>
CCAIR, Inc.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED BALANCE SHEETS
(Unaudited)
___________
<TABLE>
<CAPTION>
March 31, June 30,
1995 1994
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 448,058 $ 651,020
Receivables, net 5,522,603 5,244,782
Inventories, less allowance for
obsolescence of $466,000 3,127,717 3,192,219
Prepaid expenses and deposits 991,936 3,154,433
Total current assets 10,090,314 12,242,454
PROPERTY AND EQUIPMENT:
Flight equipment and aircraft 19,081,643 17,842,203
Ground and other equipment and
leasehold improvements 4,310,713 3,919,105
23,392,356 21,761,308
Less accumulated depreciation
and amortization 11,131,187 9,423,875
12,261,169 12,337,433
OTHER ASSETS 45,542 49,075
Total assets $22,397,025 $24,628,962
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current
maturities of long-term debt $ 3,026,648 $ 3,395,830
Current obligations under capital leases 344,880 360,196
Accounts payable 3,193,191 3,011,203
Accrued expenses 4,117,109 5,169,610
Total current liabilities 10,681,828 11,936,839
LONG-TERM DEBT, less current maturities 1,909,503 2,570,438
Capital lease obligations, less
current obligations 3,101,901 3,331,314
Deferred credits, net 1,638,935 1,293,920
Noncurrent rent obligations 100,346 124,780
Total liabilities 17,432,513 19,257,291
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000
shares authorized, 7,381,195 issued and
outstanding at March 31, 1995 and June 30, 1994 73,812 73,812
Additional paid-in-capital 16,997,186 16,997,186
Accumulated deficit (12,106,486) (11,699,327)
Total shareholders' equity 4,964,512 5,371,671
Total liabilities and
shareholders' equity $22,397,025 $24,628,962
See notes to condensed financial statements.
</TABLE>
3
<PAGE>
CCAIR, Inc.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
___________
<TABLE>
<CAPTION>
3 Months ended March 31, 9 Months ended March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Passenger $14,238,893 $13,843,902 $44,225,158 $44,700,841
Public service 195,640 167,965 508,125 502,259
Other 525,475 373,613 1,231,346 875,184
Total 14,960,008 14,385,480 45,964,629 46,078,284
OPERATING EXPENSES:
Flight operations 5,548,632 6,358,715 16,440,836 19,178,808
Fuel and oil 1,277,305 1,199,609 4,008,542 3,900,448
Maintenance 2,946,264 2,699,598 8,498,879 8,432,928
Ground operations 1,796,293 2,051,339 5,617,651 7,051,255
Advertising, promotions
and commissions 1,905,928 2,086,509 6,367,388 6,607,328
General and administration 1,090,062 1,233,613 3,497,823 3,317,919
Depreciation and amortization 422,482 399,172 1,277,177 1,153,829
Total 14,986,966 16,028,555 45,708,296 49,642,515
OPERATING INCOME (LOSS) ( 26,958) (1,643,075) 256,333 ( 3,564,231)
Interest expense ( 242,408) ( 193,976) ( 650,603) ( 547,631)
Other income (expense), net ( 5,226) ( 13,871) ( 12,890) ( 59,503)
Net income (loss) $( 274,592) $(1,850,922) $( 407,160) $(4,171,365)
EARNINGS (LOSS) PER COMMON SHARE $( .04 ) $( .26 ) $( .06 ) $( .59 )
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 7,381,195 7,180,553 7,381,195 7,015,584
</TABLE>
See notes to condensed financial statements.
5
<PAGE>
CCAIR, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
___________
<TABLE>
<CAPTION>
Nine Months Ended March 31,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 407,160) $(4,171,365)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Note discount amortization 260,272 283,301
Depreciation and amortization 3,745,876 3,595,712
Loss on disposal of assets 28,122 18,314
Rental expense in excess of
(less than) payments 481,000 ( 78,482)
Changes in certain assets and liabilities:
Accounts receivable ( 277,821) (1,930,731)
Inventories 32,404 ( 270,646)
Other note payable ( 801,000) ---
Accounts payable 181,988 1,219,530
Accrued expenses (1,052,501) 3,629,510
Prepaid expenses and deposits 2,464,933 (1,587,756)
Other changes, net ( 160,418) ( 80,738)
NET CASH PROVIDED BY
OPERATING ACTIVITIES 4,495,695 626,649
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,689,520) (3,764,239)
Proceeds from sale of assets 23,882 15,103
Change in restricted funds --- ( 14,893)
NET CASH USED BY
INVESTING ACTIVITIES (3,665,638) (3,764,029)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock --- 274,125
Increase in borrowings under
line of credit 2,000,000 ---
Issuance of notes and long-term debt 1,493,054 2,973,395
Reductions of notes and long-term debt (4,526,073) (2,675,173)
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES (1,033,019) 572,347
Net decrease in cash ( 202,962) (2,565,033)
Cash, beginning of period 651,020 2,745,157
CASH, END OF PERIOD $ 448,058 $ 180,124
</TABLE>
See notes to condensed financial statements.
5
<PAGE>
CCAIR, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
___________
1. Basis of Presentation:
The condensed financial statements included herein have
been prepared by CCAIR, Inc. (the "Company"), without
audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed
financial statements reflect all adjustments which are, in
the opinion of management, necessary for a fair
statement of results for the interim period. These
adjustments consist solely of normal recurring
adjustments. Certain information and footnote disclosures
normally included in the financial statements prepared
in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that these
condensed financial statements be read in conjunction
with the financial statements and the notes thereto
included in the Company's annual report for fiscal year
ended June 30, 1994.
2. Earnings (Loss) Per Common Share:
The computation of earnings (loss) per common share is
based on the weighted average number of common shares
outstanding for each period, after considering the effect
of common stock equivalents.
3. Commitments and Contingencies:
The Company is subject to the regulatory authority,
among others, of the Federal Aviation Administration
and the Department of Transportation. These agencies
require compliance with their standards and conduct
safety and compliance audits. Violations, if any, of
these regulations subject the Company to fines or
sanctions. The Company is also subject to other claims
arising in the ordinary course of business. In the
opinion of management, the outcome of these matters would
not have a material adverse impact on the Company's
financial condition or results of operations.
4. Lease Activity:
The Company entered into a revised aircraft lease
agreement with Shorts, effective October 1, 1994, for the
Company's nine Shorts 360 aircraft. This revised
agreement provided for reductions in lease payments
aggregating approximately $94,000 per month for the
remainder of the lease term. In addition, the Company
entered into a revised aircraft agreement with Jet
Acceptance Corporation ("JACO"), effective September 1,
1994, for the Company's twelve Jetstream 31 aircraft.
This revised agreement provided for reductions in
lease payments aggregating approximately $98,000 per
month through December 31, 1995. The Company has
accounted for the modifications to the JACO lease
agreements as they have occurred. As a result, at
March 31, 1995, the Company has recorded a deferred
credit of approximately $481,000 representing the
excess of rent expense recorded on a straight line basis
(reflecting lease payment reductions only through December
31, 1995) over actual payments made from September 1,
1994 through March 31, 1995. This amount, along with
additional amounts accumulated through December 31,
1995 will reduce lease expense over the remaining term of
the leases. The Company also signed new lease agreements
for its four Dash 8 aircraft in the second quarter of
1995, resulting in an annual reduction of
approximately $516,000 in aircraft rental payments.
6
<PAGE>
CCAIR, Inc.
FISCAL QUARTER ENDED MARCH 31, 1995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
In the nine-month period ended March 31, 1995, the
Company had a net loss of $407,160, or $.06 per share, versus a
net loss of $4,171,365, or $.59 per share, in the same period in
1994. The cost reduction plan initiated by the Company
reduced operating costs by 8.9%, which was the principal
factor in the improvement from the prior year results.
The expense reductions were primarily responsible for the
improved operating results, as the net loss decreased from
$1,850,922 or $.26 per share for the three months ended March 31,
1994 to $274,592 or $.04 a share for the three months ended March
31, 1995.
Results of Operations
The following table sets forth selected operating
comparisons for the three- and nine-month period ended March 31,
1995 and 1994: Airline Operating Statistics
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended March 31, Ended March 31,
% %
1995 1994 Change 1995 1994 Change
<S> <C> <C> <C> <C> <C> <C>
Operating revenue $14,960,008 $14,385,480 4.0 $ 45,964,629 $ 46,078,284 ( .2)
Operating expense $14,986,966 $16,028,555 ( 6.5) $ 45,708,296 $ 49,642,515 ( 7.9)
Revenue passengers carried 179,661 186,247 ( 3.5) 636,699 637,587 ( .1)
Revenue passenger miles (1) 31,069,147 31,730,766 ( 2.1) 106,210,644 108,716,562 ( 2.3)
Available seat miles (2) 75,586,254 65,858,299 14.8 226,011,956 215,170,764 5.0
Passenger load factor (3) 41.1% 48.2% (14.7) 47.0% 50.5% ( 6.9)
Passenger breakeven load factor 41.9% 53.9% (22.3) 47.5% 54.0% (12.0)
Yield per revenue passenger
mile (4) 45.8(cent) 44.2(cent) 3.6 41.6(cent) 42.1(cent) ( 1.2)
Operating cost per available
seat mile 19.8(cent) 24.3(cent) (18.5) 20.2(cent) 23.1(cent) (12.6)
Average passenger trip (miles) 172.9 170.4 1.5 166.8 170.5 ( 2.2)
Average daily aircraft utilization
per plane (block hours) 8.5 7.2 18.1 8.1 7.3 11.0
Average passenger fare $79.25 $74.33 6.6 $69.46 $70.11 ( .9)
Completion factor 93.4% 92.6% .9 94.8% 95.2% ( .4)
</TABLE>
(1) One revenue passenger transported one mile.
(2) The product of the number of aircraft miles and
the number of available seats on each stage, representing
the total passenger capacity offered.
(3) The ratio of revenue passenger miles to available seat
miles, representing the percentage of seats occupied by
revenue passengers.
(4) The operating revenue per revenue passenger mile.
For the Three Months Ended March 31, 1995 Compared to
Three Months Ended March 31, 1994
The Company recorded a net loss of $274,592 for the
three-month period ended March 31, 1995. This represents a
significant improvement over the net loss of $1,850,922 recorded
in the comparable quarter of fiscal 1994.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, continued
Results of Operations, continued
Operating revenue increased by 4.0% over the prior
year, principally due to industrywide fare increases implemented
in the third quarter of fiscal 1995. These increases resulted in a
3.6% improvement in the yield, which was 45.8(cent) in the third
quarter of 1995 versus 44.2(cent) in the corresponding quarter in 1994.
The third quarter revenue per passenger mile exhibited a
significant 14.8% increase over the yield experienced in the
second quarter of this year. Average aircraft utilization
increased 18.1% from an average of 7.2 block hours per day in
1994 to 8.5 hours per day in the current quarter. The Company also
recorded over $200,000 in charter revenue in the third quarter
of 1995, principally from college basketball teams. The Company
experienced a 14.7% decline in load factor with an increase of
14.8% in available seat miles as compared to the prior year.
The Company also focused on its core nondiscretionary travel
market and a segment of the public avoided commuter airline travel
in the wake of commuter accidents in late 1994.
The operating expense reductions in the three-month
period ended March 31, 1995 were the result of cost reduction
efforts undertaken in the first and second quarters of this year.
Aircraft lease expense was significantly reduced as fully
described in Note 4 above. In addition, the Company implemented
a salary reduction plan with its pilots in October 1994 which
will be phased back in over eighteen months. Ground operations
decreased 12.4% compared with the corresponding period in 1994 due
to lower per-passenger service fees incurred by the Company per
agreements with USAir and a decrease in the number of passengers
handled. As a result of these cost saving measures,
operating expenses decreased $1,041,589 from the prior year (6.5%).
For the Nine Months Ended March 31, 1995 Compared to
Nine Months Ended March 31, 1994
The Company recorded a net loss of $407,160 or $.06
per share in the nine months ended March 31, 1995, as compared
to a net loss of $4,171,365, or $.59 per share for the nine months
ended March 31, 1994. The improved results were due to significant
reductions in operating expenses.
Operating revenues were flat for the first nine months of
1995 as compared to 1994 as a 1.1% decrease in passenger revenue
was offset by a $356,000 increase in other revenues, principally
charter and freight revenue increases. The 1.1% decrease in
passenger revenue was due to a 6.9% decline in load factor and a
1.2% decrease in yield, which was only partially offset by
a 5.0% increase in capacity. The capacity increase was due to more
efficient aircraft utilization.
The largest operating expense reductions were achieved
in flight operations due to aircraft lease reductions and
decreases in pilot pay expense. Significant reductions
were also obtained in ground operations resulting from lower
per-passenger service fees incurred by the Company per agreements
with USAir and the closing of stations in prior year periods.
These reductions have resulted in the operating cost per available
seat mile falling from 23.1(cent) for the prior year to 20.2(cent) in the
current year.
Liquidity and Capital Resources
The cash position of the Company remains critical at
March 31, 1995, but the improved operating results of the
Company should provide cash flow, together with a new line of
credit in the amount of $2.5 million, sufficient for the Company's
operations. The key element to improved operating results is the
level of the yield per revenue passenger mile. While the
yield improved in the third quarter of 1995 and has remained at
improved levels in April and the early part of May, fare
discounting beyond the control of the Company could adversely
affect future operating results.
On February 10, 1995, the Company obtained a line of
credit in an amount not to exceed $2.5 million from JSX Capital
Corporation ("JSX"). JSX is an affiliate of Jet Acceptance
Corporation, the leasing company for the Company's fleet of
Jetstream 31 aircraft, and British Aerospace Holdings, Inc., the
company that had previously collateralized the Company's line
of credit from NationsBank, N.A. through a loan purchase
agreement. The line of credit permits the Company to borrow up to
50% of a borrowing base, consisting of the Company's
transportation and nontransportation charges to Airlines
Clearing House, Inc. or such greater amount as JSX shall
determine, but in no event more than $2.5 million. The line of
credit is secured by all of the Company's accounts receivable,
bears interest at prime + 2% and terminates on December 31, 1995,
but may be extended for successive one-year periods. The
Company had outstanding borrowings of $2,000,000 against this line
of credit at March 31, 1995.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, continued
Liquidity and Capital Resources, continued
The capital expenditures of $3,689,520 during the
nine-month period ended March 31, 1995 resulted primarily from
expenditures on major overhaul of engines and on major spare
parts and assemblies. The Company anticipates an increase in
capital expenditures for overhauls of engines on Dash 8 aircraft
but, at the same time, capital expenditures on the Jetstream 31 and
Shorts 360 aircraft should decrease.
In the nine-month period ended March 31, 1995, the
Company used cash provided by operations and other sources of cash
to reduce notes payable and accrued expenses.
On May 7, 1995 the Company added a total of 18 flights
to replace existing USAir or USAir Express service in markets
between Charlotte, NC and Lynchburg, VA; Jacksonville, NC; and
Cincinnati, OH. The Company deleted 15 flights in other
markets which will continue to be served by USAir or another
USAir Express carrier. These markets are between Charlotte, NC
and: Asheville, NC; Columbia, SC; Huntsville, AL; Tri-City, TN;
and Wilmington, NC. The Company will continue to operate in
three markets shared with USAir jets between Charlotte, NC and:
Raleigh, NC; Greenville/Spartanburg, SC; and Lexington, KY.
With the schedule changes and redeployment of flights in
new markets made between February and May, 87% of the Company's
scheduled service is in market pairs not shared with USAir jets.
Management believes that this realignment of schedules will
offer opportunities for increased revenues while reducing costs
through more efficient schedule operations.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None to report.
ITEM 2. Changes in Securities
None to report.
ITEM 3. Defaults Upon Senior Securities
None to report.
ITEM 4. Submission of Matters to a Vote of Security Holders
None to report.
ITEM 5. Other Information
None to report.
9
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit
4 Specimen Common Stock Certificate. (1)
11 Computation of Earnings Per Share.
(b) Reports on Form 8-K
None.
______________________
(1) Incorporated by reference to Registration Statement on
Form S-1, File No. 33-28967.
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.
October 25, 1995 CCAIR, Inc.
By: /s/ Kenneth W. Gann
Kenneth W. Gann, President and
Chief Executive Officer
October 25, 1995 (Principal Executive Officer)
By: /s/ Eric W. Montgomery
Eric W. Montgomery, Vice
President - Finance
(Principal Financial Officer)
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Filed Sequential
No. Exhibit Herewith At Page No.
<S> <C> <C> <S>
2 Revised Plan of Reorganization
4 Specimen Common Stock
Certificate. (1)
11 Computation of Earnings Per Share E-2
</TABLE>
___________________
(1) Incorporated by reference to Registration Statement on
Form S-1, File No. 33-28967.
E-1
<PAGE>
PART II, ITEM 6 EXHIBIT 11
CCAIR, Inc.
COMPUTATION OF EARNINGS (LOSS) PER SHARE (1)
<TABLE>
<CAPTION>
Three Months ended March 31,
1995 1994
<S> <C> <C>
Net loss $( 274,592) $(1,850,922)
Shares
Weighted average number of
shares outstanding 7,381,195 7,131,195
Assuming exercise of options (2) ---- 49,358
Weighted average number of
shares outstanding,
as adjusted 7,381,195 7,180,553
Loss per share: $ ( .04 ) $ ( .26 )
Nine Months ended March 31,
1995 1994
Net loss $( 407,160) $(4,171,325)
Shares
Weighted average number of
shares outstanding 7,381,195 6,909,619
Assuming exercise of options (2) ---- 105,584
Weighted average number of
shares outstanding,
as adjusted 7,381,195 7,015,584
Loss per share: $ ( .06 ) $ ( .59 )
</TABLE>
(1) Fully diluted average number of shares outstanding, as
adjusted and earnings (loss) per share are the same as
calculated for primary for the periods presented.
(2) Not reflected in 1995 due to anti-dilutive effect.
E-2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
*This schedule contains summary financial information extracted
from CCAIR, Inc. condensed financial statements for the fiscal quarter
ended December 31, 1994 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-END> DEC-31-1994
<CASH> 2,033
<SECURITIES> 0
<RECEIVABLES> 4,275,588
<ALLOWANCES> 0
<INVENTORY> 3,095,644
<CURRENT-ASSETS> 8,432,395
<PP&E> 22,778,594
<DEPRECIATION> 12,081,084
<TOTAL-ASSETS> 20,559,022
<CURRENT-LIABILITIES> 8,693,950
<BONDS> 0
<COMMON> 73,812
0
0
<OTHER-SE> 5,165,292
<TOTAL-LIABILITY-AND-EQUITY> 20,559,022
<SALES> 0
<TOTAL-REVENUES> 15,095,851
<CGS> 0
<TOTAL-COSTS> 14,459,361
<OTHER-EXPENSES> (3,615)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 202,797
<INCOME-PRETAX> 437,308
<INCOME-TAX> 0
<INCOME-CONTINUING> 437,308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 437,308
<EPS-PRIMARY> $.06
<EPS-DILUTED> $.06
</TABLE>
