CCAIR INC
10-Q, 1996-05-14
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-Q


         (X)               QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the quarterly period ended March 31, 1996

                                       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 6, 1996
               -----                                 --------------------------
 Common stock, $0.01 par value                                 7,740,695


                                        

<PAGE>



                                   CCAIR, Inc.
                         FORM 10-Q QUARTERLY REPORT FOR
                       FISCAL QUARTER ENDED MARCH 31, 1996


                                TABLE OF CONTENTS


                                                                        PAGE NO.

PART I - FINANCIAL INFORMATION:

         ITEM 1.           Financial Statements:                             3

                           Condensed Balance Sheets as of
                           March 31, 1996 and June 30, 1995.                 3

                           Condensed Statements of Income for
                           the Three and Nine Months ended
                           March 31, 1996 and 1995.                          4

                           Condensed Statements of Cash Flows
                           for Nine Months ended March 31,
                           1996 and 1995.                                    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.                               10

         ITEM 2.           Changes in Securities.                           10

         ITEM 3.           Defaults Upon Senior Securities.                 10

         ITEM 4.           Submission of Matters to a Vote
                           of Security Holders.                             10

         ITEM 5.           Other Information.                               10

         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)
                                   -----------

                                                     March 31,         June 30,
                                                       1996              1995
                                                   ----------          --------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ....................   $    140,878    $     56,995
  Receivables, net .............................      5,687,345       5,517,072
  Related party receivable .....................                      1,000,000
  Inventories, less allowance for
   obsolescence of $466,000 ....................      2,017,567       1,784,885
  Prepaid expenses and deposits ................      1,675,305       1,354,130
                                                   ------------    ------------

         Total current assets ..................      9,521,095       9,713,082
                                                   ------------    ------------

PROPERTY AND EQUIPMENT:
  Flight equipment and aircraft ................     20,632,998      20,380,436
  Ground and other equipment and
   leasehold improvements ......................      4,143,354       4,383,803
                                                   ------------    ------------
                                                     24,776,352      24,764,239
  Less accumulated depreciation
   and amortization ............................    (12,641,588)    (12,358,632)
                                                   ------------    ------------
                                                     12,134,764      12,405,607
                                                   ------------    ------------
OTHER ASSETS ...................................         34,542          34,542
                                                   ------------    ------------

         Total assets ..........................   $ 21,690,401    $ 22,153,231
                                                   ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable and current
   maturities of long-term debt ................   $    928,156    $  1,575,047
  Current obligations under capital leases .....        367,405         350,377
  Accounts payable .............................      3,723,276       4,058,097
  Accrued expenses .............................      4,348,289       4,288,320
                                                   ------------    ------------

         Total current liabilities .............      9,367,126      10,271,841

LONG-TERM DEBT, less current maturities ........      1,481,296       1,863,371
Capital lease obligations, less
 current obligations ...........................      2,734,511       3,012,217
Deferred credits, net ..........................      1,758,820       1,810,486
Noncurrent rent obligations ....................        120,526         162,611
                                                   ------------    ------------

         Total liabilities .....................     15,462,279      17,120,526
                                                   ------------    ------------

Commitments and contingencies

SHAREHOLDERS' EQUITY:
  Common stock,  $.01 par value, 10,000,000
   shares  authorized,  7,740,695 and 7,400,695
   issued and outstanding at March 31,
   1996 and June 30, 1995 ......................         77,407          74,007
  Additional paid-in-capital ...................     17,725,184      17,020,148
  Accumulated deficit ..........................    (11,574,469)    (12,061,450)
                                                   ------------    ------------

         Total shareholders' equity ............      6,228,122       5,032,705
                                                   ------------    ------------

         Total liabilities and
          shareholders' equity .................   $ 21,690,401    $ 22,153,231
                                                   ============    ============


                  See notes to condensed financial statements.


                                        3

<PAGE>



                                   CCAIR, Inc.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                                   -----------




<TABLE>
<CAPTION>

                                                  3 Months ended March 31,                9 Months ended March 31,
                                                ----------------------------            --------------------------
                                                    1996            1995                    1996              1995
                                                ------------     -----------            ------------      --------

<S>                                              <C>              <C>                   <C>                <C>   
OPERATING REVENUES:
   Passenger                                    $15,160,128      $14,238,893            $46,611,243       $44,225,158
   Public service                                    45,604          195,640                297,185           508,125
   Other                                            584,433          525,475              1,157,160         1,231,346
                                                -----------      -----------            -----------       -----------

         Total                                   15,790,165       14,960,008             48,065,588        45,964,629
                                                -----------      -----------            -----------       -----------

OPERATING EXPENSES:
   Flight operations                              5,732,995        5,548,632             17,317,131        16,440,836
   Fuel and oil                                   1,541,720        1,277,305              4,503,571         4,008,542
   Maintenance                                    2,810,915        2,946,264              8,993,427         8,498,879
   Ground operations                              1,915,601        1,796,293              5,429,455         5,617,651
   Advertising, promotions
    and commissions                               2,001,971        1,905,928              6,332,613         6,367,388
   General and administration                     1,001,904        1,090,062              3,040,038         3,497,823
   Depreciation and amortization                    474,789          422,482              1,372,128         1,277,177
                                                -----------      -----------            -----------       -----------

         Total                                   15,479,895       14,986,966             46,988,363        45,708,296
                                                -----------      -----------            -----------       -----------

OPERATING INCOME (LOSS)                             310,270       (   26,958)             1,077,225           256,333
Interest expense                                 (  201,453)      (  242,408)            (  561,120)      (   650,603)
Other income (expense), net                      (   39,262)      (    5,226)            (   29,124)      (    12,890)
                                                -----------      -----------            -----------       -----------

         Net income (loss)                      $    69,555      $(  274,592)           $   486,981       $(  407,160)
                                                ===========      ===========            ===========       ===========

EARNINGS (LOSS) PER COMMON SHARE                $     .01        $(    .04  )           $     .06         $(    .06  )
                                                ===========      ===========            ===========       ===========

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                               7,995,536        7,381,195              8,010,587         7,381,195
                                                ===========      ===========            ===========       ===========

</TABLE>






                  See notes to condensed financial statements.


                                        4

<PAGE>



                                   CCAIR, Inc.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   -----------

<TABLE>
<CAPTION>



                                                                             Nine Months Ended March 31,
                                                                           1996                      1995
                                                                       ------------              --------

<S>                                                                   <C>                        <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                    $   486,981               $(  407,160)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
     Note discount amortization                                            201,664                   260,272
     Depreciation and amortization                                       4,491,216                 3,745,876
     Loss on disposal of assets                                             28,762                    28,122
     Rental expense in excess
      of (less than) payments                                           (  107,903)                  481,000
     Changes in certain assets and liabilities:
       Accounts receivable                                              (  170,273)               (  277,821)
       Inventories                                                      (  232,682)                   32,404
       Other note payable                                                   ---                   (  801,000)
       Accounts payable                                                 (  334,821)                  181,988
       Accrued expenses                                                    188,609                (1,052,501)
       Prepaid expenses and deposits                                        74,384                 2,464,933
       Other changes, net                                               (  117,683)               (  160,418)
                                                                       -----------               -----------

                  NET CASH PROVIDED BY
                   OPERATING ACTIVITIES                                  4,508,254                 4,495,695
                                                                       -----------               -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                  (4,258,912)               (3,689,520)
  Proceeds from sale of assets                                              10,500                    23,882
                                                                       -----------               -----------

                  NET CASH USED BY
                   INVESTING ACTIVITIES                                 (4,248,412)               (3,665,638)
                                                                       -----------               -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale-leaseback transaction                               1,000,000                    ---
  Issuance of common stock                                                  17,813                    ---
  Increase in borrowings under
   line of credit                                                           ---                    2,000,000
  Issuance of notes and long-term debt                                      ---                    1,493,054
  Reductions of notes and long-term debt                                (1,193,772)               (4,526,073)
                                                                       -----------               -----------

                  NET CASH USED BY
                   FINANCING ACTIVITIES                                 (  175,959)               (1,033,019)
                                                                       -----------               -----------

Net increase (decrease) in cash                                             83,883                (  202,962)
Cash, beginning of period                                                   56,995                   651,020
                                                                       -----------               -----------

CASH, END OF PERIOD                                                    $   140,878               $   448,058
                                                                       ===========               ===========

</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, 1995.


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.




                                        6

<PAGE>



                                   CCAIR, Inc.
                       FISCAL QUARTER ENDED MARCH 31, 1996


           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



General

         In the nine-month period ended March 31, 1996, the Company recorded net
income of $486,981,  or $.06 per share,  versus a net loss of $407,160,  or $.06
per share in the comparable period of fiscal 1995. Significant yield improvement
was the  primary  factor in the  improved  results.  Fiscal  1995  results  were
benefited by a one-time reversal of $585,000 in accrued aircraft lease expenses.

         Net income for the three  months  ended  March 31,  1996 was $69,555 or
$.01 per share  versus a loss of $274,592 or $.04 per share for the three months
ended March 31, 1995.  The  principal  factors for the improved  results were an
increase in yield from  45.8(cent) in the third quarter of 1995 to 47.0(cent) in
the third quarter of 1996, and a 3.8% increase in revenue passenger miles in the
third quarter of 1996 as compared to the same quarter in 1995.

Results of Operations

         The following table sets forth selected  operating  comparisons for the
three- and nine-month periods ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                 Airline Operating Statistics

                                              For the Three Months                      For the Nine Months
                                                Ended March 31,                           Ended March 31,
                                                                     %                                        %
                                           1996          1995      Change           1996          1995      Change
                                       -----------   -----------   ------       -----------   -----------   ------
<S>                                    <C>           <C>             <C>        <C>           <C>             <C>
Operating revenue                      $15,790,165   $14,960,008     5.5        $48,065,588   $45,964,629     4.6
Operating expense                      $15,479,895   $14,986,966     3.3        $46,988,363   $45,708,296     2.8
Revenue passengers carried                 169,489       179,661   ( 5.7)           558,724       636,699   (12.2)
Revenue passenger miles (1)             32,242,363    31,069,147     3.8        102,987,935   106,210,644   ( 3.0)
Available seat miles (2)                72,419,524    75,586,254   ( 4.2)       230,844,624   226,011,956     2.1
Passenger load factor (3)                  44.5%         41.1%       8.3            44.6%         47.0%     ( 5.1)
Passenger breakeven load factor            44.3%         41.9%       5.7            44.1%         47.5%     ( 7.2)
Yield per revenue passenger
 mile (4)                                  47.0(cent)    45.8(cent)  2.6            45.3(cent)    41.6(cent)  8.9
Operating cost per available
 seat mile                                 21.4(cent)    19.8(cent)  8.1            20.4(cent)    20.2(cent)  1.0
Average passenger trip (miles)             190.2         172.9      10.0            184.3         166.8      10.5
Average daily aircraft utilization
 per plane (block hours)                     7.6           8.5     (10.6)             8.0           8.1     ( 1.2)
Average passenger fare                    $89.45        $79.25      12.9           $83.42        $69.46      20.1
Average monthly completion factor          91.0%         93.4%     ( 2.6)           94.4%         94.8%     (  .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 passenger revenue per revenue passenger mile.


              For the Three Months Ended March 31, 1996 Compared to Three Months
              Ended March 31, 1995

         For the  quarter  ended March 31,  1996,  the  Company  experienced  an
improvement  in  operating  revenue  as  higher  yields  continued.   The  yield
improvement reflects higher fares first implemented in the third quarter of 1995
as a result of lessened competitive pressures in the Company's market area.


                                        7

<PAGE>



ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS, continued




Results of Operations, continued

         Revenue  passenger  miles ("RPMs")  increased from 31.1 million to 32.2
million even though  passengers  carried  decreased by 5.7%. In conjunction with
USAir's  strategy of  eliminating  jet service to short haul markets and turning
this flying over to USAir Express commuter operators,  the Company initiated all
turboprop service to Augusta, Georgia in February, 1995 and Jacksonville,  North
Carolina and  Lynchburg,  Virginia in May,  1995.  Also during 1995, the Company
ceased service to several cities it had previously served on a shared basis with
USAir from Charlotte,  North Carolina.  The net effect of these schedule changes
was a lengthening  in the average  passenger  trip,  which  increased from 172.9
miles in the third quarter of fiscal 1995 to 190.2 miles in the third quarter of
fiscal 1996. This enabled the Company to reflect the increase in RPMs with fewer
passengers.  Operating  revenues thus  increased  from  $14,960,008 in the third
quarter of fiscal 1995 to $15,790,165 in the third quarter of fiscal 1996.

         Available  seat miles  ("ASMs")  decreased 4.2% in the third quarter of
fiscal 1996 over the  comparable  period in fiscal 1995.  The ASM decrease was a
result of two factors: the poor weather in the Company's service area in January
and February,  1996, which caused the Company's  completion  factor to fall from
93.4% in the third quarter of fiscal 1995 to 91.0% in the  comparable  period in
1996;  and a reduction in scheduled  service to accommodate  additional  charter
service, reflected in the 11.2% increase in other operating revenues.

         Operating  costs per ASM increased 8.1% from  19.8(cent) in the quarter
ended March 31, 1995 to  21.4(cent)  in the quarter  ended March 31,  1996.  The
following  table  compares  components  of operating  cost per ASM for the three
months ended March 31, 1996 and 1995:

                                                         Cost per ASM -
                                                         Quarter Ended
                                                            March 31,
                                                           (in cents)
                                                     1996              1995
         Flight operations                            7.9               7.3
         Fuel and oil                                 2.1               1.7
         Maintenance                                  3.9               3.9
         Ground operations                            2.7               2.4
         Advertising, promotions, commissions         2.7               2.5
         General and administration                   1.4               1.4
         Depreciation and amortization                0.7               0.6
                                                    -----             -----
                                                     21.4              19.8
                                                     ====              ====


         Flight  operations  expense per ASM increased  0.6(cent) in the current
quarter as compared to the prior year,  as pilots'  salaries  and related  costs
increased  0.5(cent)  per ASM in the  current  quarter.  As a result of a salary
reduction plan implemented in October,  1994,  pilots' salaries were reduced 16%
at implementation.  After each subsequent four-month period, an additional 4% of
the initial  reduction would be reinstated  until February,  1996. The scheduled
reinstatement under the plan resulted in the increased pilots' salaries per ASM.
Fuel costs increased  0.4(cent) per ASM in the third quarter of 1996 as compared
to the third quarter of 1995, due to the expiration on September 30, 1995 of the
exemption for airlines  regarding a federal  4.3(cent) per gallon fuel tax and a
10% per gallon increase in the price of fuel in March, 1996 from February, 1996.
The effect of the expiration of the exemption is that the Company's fuel expense
will increase  approximately  $350,000 on an annual basis at current consumption
levels.  The Company will be adversely affected to the extent fuel tax costs and
increased  per-gallon  fuel  prices  are not  offset  by  higher  fares.  Ground
operations  expense  increased  0.3(cent)  in the  quarter  ended March 31, 1996
versus the same  quarter in the prior year,  primarily  as a result of increased
aircraft servicing charges due to inclement weather in the third quarter of 1996
and increased  passenger  handling  fees charged by USAir,  as both handling and
reservations  fees charged by USAir  increased  January 1, 1996.  Marketing  and
commissions  expense increased  0.2(cent),  principally as a result of increased
reservations and service fees charged by USAir.


                                        8

<PAGE>



ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS, continued



Results of Operations, continued

               For the Nine Months Ended March 31, 1996 Compared to Nine Months
               Ended March 31, 1995

         The Company  reported net income of $486,981 or $.06 per share, for the
nine  months  ended March 31, 1996 as compared to a net loss of $407,160 or $.06
per share for the nine months ended March 31, 1995.  Operating  income increased
from  $256,333  for the nine months ended March 31, 1995 to  $1,077,225  for the
nine  months  ended  March 31,  1996.  The  principal  reason  for the  improved
operating performance was the 8.9% increase in yield.

         Cost per ASM increased  1.0% in the  nine-month  period ended March 31,
1996.  This increase was  primarily due to increased  pilot payroll costs and an
increase in the cost of fuel.  The results for the  nine-months  ended March 31,
1995 were also  favorably  impacted  by the  reversal  of  $585,000  in  accrued
aircraft lease liabilities.


Liquidity and Capital Resources

         The cash  position of the Company  remains  critical at March 31, 1996.
The key element to improved operating results will be the level of the yield per
revenue  passenger  mile.  While  the  yield  for  April,  1996 has met  Company
projections,  the yield could be affected by fare discounting beyond the control
of the Company.  If operating  cash flows and the  Company's  Line of Credit are
insufficient  to meet  obligations,  the  Company  has these  financing  sources
available:  issuance of stock,  short-term  loans from  officers and  directors,
extending terms with trade creditors and restructuring aircraft lease payments.

         In September,  1995, as discussed in note 5 to the financial statements
included in the Company's  1995 Annual Report on Form 10-K, the Company and JACO
agreed to extend the lease  reductions  for the  Company's  twelve  Jetstream 31
aircraft  for the  remainder  of the lease  term.  These  lease  reductions  had
originally  been  restated  in  September,  1994,  and had  provided  for  lease
reductions  aggregating  approximately  $98,000 per month  through  December 31,
1995.  Additionally,  the Company has agreed to lease  replacement  Jetstream 31
aircraft,  at further reduced rates through December,  2001, upon the expiration
of seven of the current leases with JACO during  calendar  years 1997,  1998 and
1999.  The  Company  has  accounted  for the  modifications  to the  JACO  lease
agreements as they have  occurred.  As a result,  at March 31, 1996, the Company
has recorded a deferred credit of approximately $780,000 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  September  30,  1995.  This amount will reduce lease
expense over the remaining term of the leases. The Company has also committed to
lease four  additional  Jetstream 31 aircraft before June 30, 1996, of which one
aircraft  was leased by the  Company in June,  1995,  and another  aircraft  was
leased in  November,  1995.  The lease terms for the  additional  aircraft  will
expire in December, 2001.

         The Company and Short Brothers  (USA),  Inc.  ("Shorts") have agreed to
satisfy an  outstanding  lease payment of $306,000 by entering into a promissory
note whereby the Company  will pay the balance due in twelve equal  installments
beginning May 31, 1996. This note replaces the planned sale of 125,000 shares of
the  Company's  common stock as  previously  disclosed in the  Company's  Annual
Report on Form 10-K for the fiscal year ended June 30, 1995.

         The Company  increased cash and cash  equivalents by $84,000 during the
first nine months of fiscal 1996.  Cash generated from operating  activities was
$4,508,000.  The Company used $1,000,000 received from related parties in a sale
leaseback  transaction (see note 7 to the financial  statements  included in the
Company's  1995  Annual  Report  on  Form  10-K),   cash  flows  generated  from
depreciation and amortization of $4,491,000 and net income of $487,000 to reduce
accounts payable due to trade creditors by $335,000,  fund capital  expenditures
of $4,259,000 and make scheduled debt payments of $1,194,000.

         The capital  expenditures  of  $4,259,000  during the nine months ended
March 31, 1996 resulted primarily from expenditures on major overhaul of engines
and on major spare parts and assemblies.  Also, Federal Aviation  Administration
directives  required the  installation of traffic alert and collision  avoidance
systems prior to December 31, 1995.  The Company  incurred  costs of $450,000 to
fulfill  this  mandate  in  the  nine  months  ended  March  31,  1996.  Capital
expenditures  planned for the  remainder of the fiscal year consist of scheduled
major overhaul of engines and on major spare parts and assemblies.


                                        9

<PAGE>



ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS, continued


                           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.

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.

May, 13, 1996                                                 CCAIR, Inc.



By:    /s/  Kenneth W. Gann             By:        /s/  Eric W. Montgomery
     Kenneth W. Gann, President and              Eric W. Montgomery
     Chief Executive Officer                     Vice President - Finance
     (Principal Executive Officer)               (Principal Financial Officer)


                                       10

<PAGE>



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>

Exhibit                                                               Filed            Sequential
  No.             Exhibit                                           Herewith At         Page No.

<S>               <C>                                                 <C>                <C> 
   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)


                                             Three Months ended March 31,
                                              1996           1995
                                         --------------    ---------

Net income (loss) ....................    $    69,555    $  (274,592)
                                           ===========      =======

Shares
  Weighted average number of
    shares outstanding ...............      7,740,695      7,381,195

Assuming exercise of options (2) .....        254,841           --
                                           -----------      -------

Weighted average number of
  shares outstanding,
  as adjusted ........................      7,995,536      7,381,195
                                            ===========     =======


Income (loss) per share: .............    $       .01    $     ( .04 )
                                           ===========     =======


                                         Nine Months ended March 31,
                                             1996            1995
                                        --------------    ---------

Net income (loss) ....................    $   486,981  $  (407,160)
                                           ===========     =======

Shares
  Weighted average number of
    shares outstanding ...............      7,654,528     7,381,195

Assuming exercise of options (2) .....        356,059           --
                                           -----------     -------

Weighted average number of
  shares outstanding,
  as adjusted ........................      8,010,587      7,381,195
                                           ===========      =======


Income (loss) per share: .............    $       .06    $     ( .06 )
                                           ===========       =======



(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>

<ARTICLE> 5
<LEGEND>
*This schedule contains summary financial information extracted from CCAIR,
Inc. condensed financial statements for the fiscal quarter ended March 31,
1996 and is qualified in its entirety by reference to such statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         140,878
<SECURITIES>                                         0
<RECEIVABLES>                                5,687,345
<ALLOWANCES>                                         0
<INVENTORY>                                  2,017,567
<CURRENT-ASSETS>                             9,521,095
<PP&E>                                      24,776,352
<DEPRECIATION>                              12,641,588
<TOTAL-ASSETS>                              21,690,401
<CURRENT-LIABILITIES>                        9,367,126
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        77,407
<OTHER-SE>                                   6,150,715
<TOTAL-LIABILITY-AND-EQUITY>                21,690,401
<SALES>                                              0
<TOTAL-REVENUES>                            15,790,165
<CGS>                                                0
<TOTAL-COSTS>                               15,479,895
<OTHER-EXPENSES>                                39,262
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             201,453
<INCOME-PRETAX>                                 69,555
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             69,555
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    69,555
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                      .01
        


</TABLE>


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