SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (date of earliest event January 23, 1997
reported):
ATLANTIC COAST AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21976 13-3621051
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1 Export Drive, Sterling VA 20164
(Address of principal executive (Zip Code)
offices)
(703) 406-6500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Registrant is filing this Form 8-K in connection with the
January 23, 1997 announcement of Paul H. Tate named as the
Registrant's Chief Financial Officer; a press release dated
January 28 announcing the Registrant's order of 12 Canandair
Regional Jets; and a press release dated January 29 announcing
the Registrant's annual results.
Registrant hereby incorporates by reference in the report on Form
8-K the following Exhibits:
Exhibit Description of Exhibits
Number
1 Press Release dated January 23, 1997 regarding Atlantic
Coast Airlines, Inc.
2 Press Release dated January 28, 1997 regarding Atlantic
Coast Airlines, Inc.
3 Press Release dated January 29, 1997 regarding Atlantic
Coast Airlines, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report on Form 8-K
to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATLANTIC COAST AIRLINES, INC.
a Delaware corporation
By: /S/ Paul H. Tate
Name: Paul H. Tate
Title: Senior Vice President,
Chief Financial Officer, and
Treasurer
Dated this 3rd day of February, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM 8-K
under
THE SECURITIES EXCHANGE ACT OF 1934
_______________
Atlantic Coast Airlines, Inc.
(Exact name of registrant as specified in its charter)
INDEX TO EXHIBITS
Exhibit Description of Exhibits
Number
1 Press Release dated January 23, 1997 regarding Atlantic
Coast Airlines, Inc.
2 Press Release dated January 28, 1997 regarding Atlantic
Coast Airlines, Inc.
3 Press Release dated January 29, 1997 regarding Atlantic
Coast Airlines, Inc.
FOR IMMEDIATE RELEASE Contact: Kathleen L. Donley
January 23, 1997 Public Relations Mgr.
Page 1 of 2 (703) 406-6505
ATLANTIC COAST AIRLINES NAMES
PAUL H. TATE AS ITS CHIEF FINANCIAL OFFICER
Sterling Virginia - Atlantic Coast Airlines (NASDAQ/NMS:
ACAI), which operates as United Express in the Eastern
United States, announced today that it has named Paul H.
Tate to serve as Senior Vice President and Chief Financial
Officer. Mr. Tate comes to ACA from Reno Air, Inc., where
he served as Chief Financial Officer, Vice President of
Finance, and Treasurer for the Company.
Mr. Tate has over 17 years of airline experience and has
been with Reno Air Inc., since 1993. At Reno Air Inc., he
oversaw all aspects of corporate investment banking,
information technologies, cash management, financial
forecasting and budgeting, aircraft lease/purchase
decisions, financial and SEC reporting, cost controls, and
internal audits. Mr. Tate was a key member of the Reno Air
Inc., management team that returned the Company to
profitability despite a challenging West Coast competitive
environment.
Before working for Reno Air Inc., Mr. Tate was employed with
Midway Airlines, Inc., where he held the position of Vice
President of Information Systems. Prior to being the Vice
President of Information Systems, he served as the Vice
President and Controller.
-more-
Atlantic Coast Airlines Names Paul H. Tate As Its Chief
Financial Officer
Page 2
"We are excited about Paul joining Atlantic Coast Airlines.
Having come from the jet carrier community, Paul brings to
ACA a wealth of knowledge and proven experience in the
airline industry and the financial community," stated
President and CEO Kerry Skeen. "His talents will be
instrumental in supporting the direction and growth this
Company is taking. In addition, Paul's experience in a low
cost environment as well as his seasoned understanding of
automation and information systems are attractive assets."
Mr. Tate earned a Bachelor of Arts with a major in Economics
in 1973 and a Master of Business Administration with a
concentration in Accounting and Finance in 1975. Both
degrees are from Northwestern University in Evanston,
Illinois. Mr. Tate is also a C.P.A. in the State of
Illinois.
Mr. Tate succeeds Jim Glennon, who recently announced his
intention to leave the position as Senior Vice President and
Chief Financial Officer. Mr. Glennon was instrumental in
the restructuring and recent success of ACA. The Company
wishes him well in his future endeavors.
ACA is headquartered in Sterling, Virginia and employs over
1,300 aviation professionals, most of whom are based in the
Northern Virginia area. The Company operates its hub at
Washington Dulles International Airport, where it offers 188
departures every business day. From Washington Dulles,
ACA serves 38 cities in 17 states with non-stop service.
Its route system spans the East Coast from Maine to South
Carolina and as far west as Michigan. The average age of
ACA's fleet is approximately 4 years.
FOR IMMEDIATE RELEASE Contact: Kathleen L. Donley
January 28, 1997 Public Relations Mgr.
Page 1 of 2 (703) 406-6505
ATLANTIC COAST AIRLINES ORDERS 12 CANADAIR REGIONAL JETS
WITH OPTIONS FOR AN ADDITIONAL
36 AIRCRAFT
Sterling, Virginia - Atlantic Coast Airlines
("ACA")(NASDAQ/NMS:ACAI), announced today that its decision
to purchase 12 Canadair Regional Jet Series 200 ER aircraft
from Bombardier Regional Aircraft Division with the option
to acquire an additional 36 jets. Deliveries are scheduled
to begin as early as July with scheduled passenger service
beginning in September of this year. Specific routes for
the jet fleet are planned to be announced this Spring.
In connection with this announcement, ACA is forming a
separate division, Atlantic Coast Airlines Jet ("ACAJET").
Current plans are for the new jet fleet to operate
independently from its United Express operation. ACAJET
intends to use its Canadair Regional Jets to capitalize on
its strong position at Washington Dulles International
Airport in addition to pursuing other potential jet route
opportunities along the East Coast. ACA currently operates
nearly 200 flights a day at Dulles. This is three times
more departures than any other carrier serving the Airport.
"ACA selected the Canadair Jet for several key reasons,"
stated Kerry Skeen, president and chief executive officer of
Atlantic Coast Airlines. "The regional jet provides
efficient operations, refined comforts for our passengers,
and opportunities to offer new longer range markets
supporting the Northern Virginia community." Commenting on
the formation of the establishing ACAJET, a separate
division from United Express, Skeen added, "The Company
values its strong association with United Airlines and will
continue to seek means to enhance aspects of the jet
operation through that relationship."
"We are delighted that ACA has chosen the Canadair Regional
Jet," said Pierre Lortie, president, Bombardier Regional
Aircraft Division. "ACA's confidence in Bombardier and our
ability to deliver responsive product support is very
welcomed. The Canadair Jet fleet has accumulated more than
500,000 hours and 600,000 cycles in service. The aircraft
has distinguished itself as a genuine airliner designed to
meet and exceed the stringent requirements of commercial use
over a long economic life."
The Canadair Jet is a 50-seat passenger twin-engine aircraft
designed to serve medium-range and small markets. The
aircraft has the lowest direct operating cost per mile of
any currently operating jet and is the fastest regional
aircraft, flying at a cursing speed of up to 528 mph.
Atlantic Coast Airlines is headquartered in Sterling,
Virginia, and employs over 1,300 aviation professionals,
most of whom are based in the Northern Virginia area. The
Company operates its hub at Washington Dulles International
Airport as United Express, where it offers 188 departures
every business day. From Washington Dulles, ACA currently
serves 38 cities in 17 states with non-stop service. Its
route system spans the East Coast from Maine to South
Carolina and as far west as Michigan. The average age of
ACA's fleet is approximately 4 years.
###
For Immediate Release Contact: Kathleen L. Donley
January 29, 1997 Public Relations
Page 1 of 5 (703) 406-6505
ATLANTIC COAST AIRLINES REPORTS
RECORD 1996 EARNINGS
" ACA Employees Earn Record 1996 Profit Sharing of $2.9 million
" ACA Reports Fourth Quarter Net Income of $2.7 million
1996 Annual Highlights
- Net income - $19.2 million vs. $12.9 million
- Earnings per share - $2.14 vs. $1.37
- Operating margin increases to 10.9% vs. 7.9%
- Yield increases 13.4% vs. 1995
- Fuel cost per gallon increases 20.5%
Sterling, Virginia - Atlantic Coast Airlines, Inc.
(NASDAQ/NMS: ACAI), parent of Atlantic Coast Airlines
("ACA"), which operates as United Express, today reported
financial and operating results for the fourth quarter and
full year 1996. For the fourth quarter of 1996, ACA
reported net income of $2.7 million, or $.30 per share fully
diluted, as compared to $5.0 million, or $.53 per share
fully diluted in the fourth quarter 1995.
Net income for the fourth quarter 1995 included an
extraordinary item resulting in a gain of $0.4 million from
the early extinguishment of debt, or $.04 per share fully
diluted. In addition, the fourth quarter of 1995 also
included a tax benefit of $1.5 million that was partially
offset by alternative minimum tax, or $.15 per share fully
diluted, the reversal of excess restructuring charges of
$0.3 million, or $.03 per share fully diluted, and a gain of
$0.2 million from the sale of excess slots at White Plains,
NY, or $.02 per share fully diluted. The total impact of
the extraordinary item and the other adjustments in the
fourth quarter 1995 was $2.3 million or $.24 per share fully
diluted.
-more-
Atlantic Coast Airlines Reports Record 1996 Earnings
Page 2
ACA's fourth quarter 1996 operations resulted in a year over
year increase in revenue passenger miles (RPMs) of 3.9%,
while available seat miles (ASMs) increased 6.3%. The
carrier's load factor for the fourth quarter was 45.9%
versus 47.0% in 1995, and ACA carried 369,015 passengers for
an increase of 1.4% over last year.
For the full year 1996, ACA reported net income of $19.2
million, or $2.14 per share fully diluted in 1996, as
compared to net income of $12.9 million, or $1.37 per share
fully diluted in 1995. Net income for 1995 included an
extraordinary item resulting in a gain of $0.4 million, or
$.04 per share fully diluted.
During 1996, passenger revenue increased 16.5% reflecting a
13.4% increase in yield resulting from fare increases and
the Company's continued focus on yield management.
Operating income for 1996 increased 57.8% over 1995
partially offset by a 20.5% increase in the cost per gallon
of fuel year-over-year. Operating margin for 1996
increased to 10.9% compared to 7.9% for 1995. The Company's
effective tax rate in 1995 and 1996 included the utilization
of a net operating loss carryforward.
On an annual basis, ACA's operations resulted in a year over
year increase in RPMs of 2.9%, while ASMs increased 5.5%.
ACA's load factor in 1996 was 46.5% versus 47.7% in 1995,
and total passengers carried increased 2.7% to 1,462,241.
"We are proud of ACA's employees and the outstanding
accomplishments they made in 1996," stated ACA's president
and chief executive officer, Kerry Skeen. "The fourth
quarter marks our seventh consecutive quarter that our
employees will benefit from the Company's success by
receiving a profit sharing check. For 1996, ACA paid its
employees a total of over $2.9 million dollars in profit
sharing." Skeen added, "Looking ahead to 1997, our
employees will have the exciting challenge of introducing
the Canadair Regional Jet into the ACA fleet and the
substantial growth that will follow."
ACA also reviewed other recent developments:
- - On January 28, 1997, ACA announced that it has entered
into an agreement to purchase 12 Canadair Regional Jet
Series 200 ER aircraft from Bombardier Regional Aircraft
Division and rights to acquire an additional 36 jets.
Deliveries are scheduled to begin as early as July with
revenue passenger service beginning in September of this
year.
-more-
Atlantic Coast Airlines Reports Record 1996 Earnings
Page 3
- - On January 23, 1997, ACA announced that it had named Paul
H. Tate to serve as Senior Vice President and Chief
Financial Officer. Mr. Tate comes to ACA from Reno Air,
Inc., where he served as Chief Financial Officer, Vice
President of Finance, and Treasurer for the Company. Mr.
Tate has over 17 years of airline experience and has been
with Reno Air Inc., since 1993. Mr. Tate was a key member
of the Reno Air Inc., management team that returned the
Company to profitability despite a challenging West Coast
competitive environment. Before working for Reno Air Inc.,
Mr. Tate was employed with Midway Airlines, Inc., where he
held the position of Vice President of Information Systems.
- - On December 4, 1996, ACA announced that it has entered
into an agreement in principle with Aero International
(Regional), ("AI(R)"), to purchase twelve new 29-passenger
Jetstream 41 (J-41) aircraft. Subject to final agreement,
delivery of the twelve aircraft will begin in January 1997
and will be completed by mid-1999. The agreement is
structured to allow ACA to take advantage of favorable third
party aircraft financing alternatives, and to facilitate
refinancing of existing J-41s which are currently financed
through the manufacturer.
- - On November 25, 1996, ACA announced that it will install
the Aircraft Communications Addressing and Reporting System
(ACARS), Flight Management System (FMS) and Global
Positioning System (GPS) in its Jetstream 41 aircraft
beginning as early as December of this year. ACA's entire
fleet (29-J32s and 28-J41s) is scheduled to be completed by
early next year. The ACARS/FMS/GPS systems, manufactured by
AlliedSignal, use satellite communications to transmit data
between flight crews, aircraft, and dispatchers.
- - On October 23, 1996, ACA announced that the Federal
Aviation Administration presented a Certificate of
Excellence "Diamond Award" for ACA's participation in the
Aviation Maintenance Technician Training Program (AMT). The
FAA Certificate of Excellence Awards Program is an incentive
program to encourage aviation maintenance technician
employees and employers to aggressively participate in
maintenance and FAR Part 147 training. The "Diamond Award"
is the highest level of achievement an employer can earn.
ACA is headquartered in Sterling, Virginia and employs over
1,300 aviation professionals, most of whom are based in the
Northern Virginia area. The Company operates its hub at
Washington Dulles International Airport, where it offers 188
departures every business day. From Washington Dulles, ACA
serves 38 cities in 17 states with non-stop service. Its
route system spans the East Coast from Maine to South
Carolina and as far west as Michigan. ACA operates one of
the youngest and most modern aircraft fleet in service today
with an average age of less than 5 years.
ACA's conference call with industry analysts may be heard
after 4:30 p.m. (EST). To access the call,
dial 1-800-633-8284 and enter ACA's ID # - 2257486. The
recording will be available for 24 hours.
-more-
Atlantic Coast Airlines Reports Record 1996 Earnings
Page 4
<TABLE>
<CAPTION>
Financial Results - Fourth Quarter 1996 (unaudited)
($000's)
<S> <C> <C> <C>
1996 1995 % Change
Passenger revenue $43,937 40,162 9.4%
Other revenue 784 761 3.0%
Total operating revenues 44,721 40,923 9.3%
Operating expenses before 42,453 37,843 12.2%
restructuring
Restructuring reversals --- (303)
Total operating expenses 42,453 37,540 13.1%
Net operating income 2,268 3,383
Non-operating expenses (38) (168) (77.4%)
Income before taxes 2,230 3,215
Income tax benefit 470 1,395
Income before extraordinary 2,700 4,610
item
Extraordinary item: Early
extinguishment of debt --- 400
Net income $2,700 $5,010
Income per common and common
equivalent share
Primary:
Income before $.30 $.51
extraordinary item
Extraordinary item --- $.05
Net income $.30 $.56
Fully diluted:
Income before $.30 $.49
extraordinary item
Extraordinary item --- $.04
Net income $.30 $.53
Weighted average number of common
and common equivalent shares (000's)
Primary 8,943 8,839
Fully diluted 8,964 9,417
</TABLE>
<TABLE>
<CAPTION>
Operating Results - Fourth Quarter 1996
<S> <C> <C> <C>
1996 1995 % Change
Revenue passenger miles (000's) 91,399 87,961 3.9%
Available seat miles (000's) 199,172 187,329 6.3%
Load factor 45.9% 47.0% (1.1pts)
Passengers 369,015 364,022 1.4%
Yield per RPM (cents) 48.1 45.7 5.3%
Total revenue per ASM (cents) 22.5 21.8 3.2%
Operating cost per ASM (cents)* 21.3 20.2 5.4%
Break-even load factor* 43.5% 43.4% 0.1pts
Operating margin* 5.1% 7.5% (2.4pts)
Average passenger trip length 248 242 2.5%
(miles)
*Before restructuring
</TABLE>
<TABLE>
Atlantic Coast Airlines Reports Record 1996 Earnings
Page 5
<CAPTION>
Financial Results - Twelve Months Ending December 31, 1996
(unaudited)
($000's)
<S> <C> <C> <C>
1996 1995 % Change
Passenger revenue $179,370 $153,918 16.5%
Other revenue 3,114 3,050 2.1%
Total operating revenues 182,484 156,968 16.3%
Operating expenses before 162,647 144,644 12.4%
restructuring
Restructuring reversals (426) (521) (18.2%)
Total operating expenses 162,221 144,123 12.6%
Net operating income 20,263 12,845 57.8%
Non-operating expenses (655) (1,555)
Income before taxes 19,608 11,290
Income tax benefit (expense) (450) 1,212
Income before extraordinary 19,158 12,502
item
Extraordinary item: Early
extinquishment of debt --- 400
Net income $19,158 $12,902
Income per common and common
equivalent share
Primary:
Income before $2.14 $1.39
extraordinary item
Extraordinary item --- $.05
Net income $2.14 $1.44
Fully diluted:
Income before $2.14 $1.33
extraordinary item
Extraordinary item --- $.04
Net income $2.14 $1.37
Weighted average number of
common and common equivalent
shares (000's)
Primary 8,963 8,736
Fully diluted 8,963 9,390
</TABLE>
<TABLE>
<CAPTION>
Operating Results - Twelve Months Ending December 31, 1996
<S> <C> <C> <C>
1996 1995 % Change
Revenue passenger miles (000's) 358,725 348,675 2.9%
Available seat miles (000's) 771,068 731,109 5.5%
Load factor 46.5% 47.7% (1.2 pts)
Passengers 1,462,241 1,423,463 2.7%
Yield per RPM (cents) 50.0 44.1 13.4%
Total revenue per ASM (cents) 23.7 21.5 10.2%
Operating cost per ASM (cents)* 21.1 19.8 6.6%
Break-even load factor* 41.4% 43.9% (2.5 pts)
Operating margin* 10.9% 7.9% 3.0 pts
Average passenger trip length 245 245 ---
(miles)
*Before restructuring
</TABLE>
# # #
