SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission file number 0-21976
ATLANTIC COAST AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3621051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Export Drive, Sterling, Virginia 20164
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 406-6500
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
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
As of April 25, 1996, there were 8,464,910 shares of common stock, par
value $.02 per share, outstanding.
Page 1 of 17 sequentially numbered pages
Part I. Financial Information
Item 1. Financial Statements
Atlantic Coast Airlines, Inc.
and Subsidiary
Consolidated Balance Sheets
March 31, December 31,
(In thousands except for share data and par 1996 1995
values) (Unaudited)
Assets
Current:
Cash and cash equivalents $ 1,862 $ 8,396
Accounts receivable, net 17,329 14,607
Expendable parts and fuel inventory, 1,869 1,850
net
Prepaid expenses and other current 2,303 1,758
assets
Total current assets 23,363 26,611
Property and equipment, net of accumulated
depreciation and amortization 15,222 15,513
Preoperating costs, net of accumulated
amortization 403 462
Intangible assets, net of accumulated 2,860 2,864
amortization
Deferred tax asset 1,500 1,500
Other assets 549 549
Total assets $43,897 $47,499
Liabilities and Stockholders' Equity
Current:
Accounts payable $ 2,972 $ 3,532
Line of credit with financial 16 -
institution
Current portion of long-term debt 1,154 1,214
Current portion of capital lease 1,231 1,192
obligations
Accrued liabilities 16,438 16,121
Total current liabilities 21,811 22,059
Long-term debt, less current portion 2,997 3,260
Capital lease obligations, less current 3,555 3,794
portion
Total liabilities 28,363 29,113
Commitments and contingencies
Redeemable Series A cumulative convertible
preferred stock, $.02 par
value,(liquidation preference of $3,825) - 3,825
shares authorized 8,000; shares issued and
outstanding 3,825 in 1995
Stockholders' equity:
Common stock: $.02 par value per share;
shares authorized 17,000,000; shares
issued 8,367,189 in 1996 and 8,356,411 in 168 167
1995
Class A common stock: nonvoting; par value;
$.02 stated value per share; shares
authorized 6,000,000; no shares issued or - -
outstanding
Additional paid-in capital 36,883 36,774
Less: Common stock in treasury, at cost,
12,500 shares (125) (125)
Accumulated deficit (21,392) (22,255)
Total stockholders' equity 15,534 14,561
Total liabilities and stockholders' equity $43,897 $47,499
See accompanying notes to the consolidated financial statements.
Atlantic Coast Airlines, Inc.
and Subsidiary
Consolidated Statements of Operations
(Unaudited)
Three months ended March 31,
(In thousands except for earnings per share 1996 1995
data)
Revenues:
Passenger $37,131 $29,953
Other 726 727
Total revenues 37,857 30,680
Operating expenses:
Salaries and related costs 10,652 9,389
Aircraft fuel 3,694 2,995
Aircraft maintenance and materials 3,661 4,203
Aircraft rentals and landing fees 7,959 6,857
Traffic commissions and related fees 6,052 5,215
Depreciation and amortization 641 543
Other 4,343 4,263
Restructuring charges (reversals) (263) -
Total operating expenses 36,739 33,465
Operating income (loss) 1,118 (2,785)
Other income (expense):
Interest expense (244) (400)
Interest income 23 3
Other income 1 -
Total other expense (220) (397)
Income (loss) before income tax provision 898 (3,182)
Income tax provision 36 -
Net income (loss) $ 862 $(3,182)
Earnings (loss) per common and common equivalent $0.10 $(0.38)
share
Weighted average common and common equivalent 8,910 8,315
shares
See accompanying notes to the consolidated financial statements.
Atlantic Coast Airlines, Inc.
and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended March 31,
(In thousands) 1996 1995
Cash flows from operating activities:
Net income (loss) $ 862 $ (3,182)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization 641 543
Provision for uncollectible accounts 15 71
Changes in operating assets and
liabilities:
Accounts receivable (2,737) (2,399)
Expendable parts and fuel inventory (19) 331
Prepaid expenses and other current (545) 2,100
assets
Accounts payable (560) (2,111)
Accrued liabilities 653 106
Net cash used in operating activities (1,690) (4,541)
Cash flows from investing activities:
Purchase of property and equipment (246) (1,166)
Proceeds from sales of fixed assets - 1,579
Decrease in deposits - 62
Net cash (used in) provided by investing (246) 475
activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt - 4,300
Payments of long-term debt (323) (288)
Payments of capital lease obligations (200) (186)
Net (decrease) increase in balance owing on
line of credit with financial institution 16 (257)
Deferred financing costs (41) -
Proceeds from exercise of stock options 110 7
1995 cumulative preferred dividends paid in (335) -
1996
Redemption of Series A cumulative
convertible preferred stock (3,825) -
Net cash (used in) provided by financing (4,598) 3,576
activities
Net decrease in cash and cash equivalents (6,534) (490)
Cash and cash equivalents, beginning of period 8,396 2,290
Cash and cash equivalents, end of period $ 1,862 $ 1,800
See accompanying notes to the consolidated financial statements.
ATLANTIC COAST AIRLINES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of March 31, 1996, and for the three months ended
March 31, 1996, is unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements included herein have been
prepared by Atlantic Coast Airlines, Inc. ("ACAI") and its subsidiary,
Atlantic Coast Airlines, (together, the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished in the consolidated financial
statements includes normal recurring adjustments and reflects all
adjustments which are, in the opinion of management, necessary for a
fair presentation of such consolidated financial statements. Results
of operations for the three month period presented are not necessarily
indicative of the results to be expected for the year ending December
31, 1996. Certain information and footnote disclosures normally
included in the consolidated 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. These consolidated financial
statements should be read in conjunction with the consolidated
financial statements, and the notes thereto, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
2. EARNINGS PER SHARE
Earnings (loss) per share is based on the weighted average number of
common shares and dilutive common stock equivalents outstanding. The
redeemable Series A cumulative convertible preferred stock did not
factor into the earnings per share computation for the current quarter
because it was redeemed on March 29, 1996. The preferred stock was
also not factored into the earnings per share computation for the
first quarter of 1995 because its effect was antidilutive. Fully
diluted income (loss) per share is not presented as it does not
materially differ from primary income (loss) per share.
3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
March 31, December 31,
(In thousands) 1996 1995
Improvements to aircraft $2,243 $ 2,210
Flight equipment, primarily rotable parts 12,066 11,978
Maintenance and ground equipment 3,332 3,267
Computer hardware and software 1,214 1,178
Furniture and fixtures 285 272
Leasehold improvements 473 465
19,613 19,370
Less: Accumulated depreciation and
amortization 4,391 3,857
$15,222 $15,513
4. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
March 31, December 31,
(In thousands) 1996 1995
Accrued payroll and employee benefits $ 5,015 $ 4,554
Air traffic liability 2,483 2,690
Interest 112 99
Aircraft rents 570 583
Reservations and handling 2,413 2,155
Engine overhaul costs 2,508 2,242
Fuel 907 831
Other 2,430 2,967
$ 16,438 $ 16,121
5. DEBT
The Company redeemed $3.8 million in Series A cumulative convertible
preferred stock on March 29, 1996. The preferred stock was issued to
JSX Capital Corporation ("JSX"), a subsidiary of British Aerospace,
Inc. in December 1994 as part of a $20 million financing agreement
consisting of an equity investment and available borrowings. The
preferred stock was convertible into common stock at the option of JSX
at any time on or after September 15, 1997.
6. INCOME TAXES
The Company's estimated effective tax rate for first quarter 1996 was
4% and is significantly lower than the statutory rate due to the
expected utilization of net operating loss carryforwards and tax
credits. A significant increase in projected pretax income would be
the primary reason for any future revision in the estimated effective
tax rate.
7. RESTRUCTURING CHARGES
In 1994 the Company commenced a major restructuring plan. The basis
of the plan was to simplify the fleet by eliminating the Embraer
Brasilia EMB-120 ("EMB-120") and deHavilland Dash-8 ("Dash-8")
aircraft fleets in conjunction with the elimination of unprofitable
routes, the consolidation of maintenance bases and other cost saving
measures.
The Company concluded the EMB-120 restructuring plan as of December
31, 1995. There are no remaining reserves related to the EMB-120
restructuring and all obligations under the various agreements have
been satisfied.
The Company's agreement with United Airlines, Inc. ("United") to
return twelve Dash-8 aircraft is materially complete. During the
first quarter of 1996 the Company reversed excess restructuring
reserves of approximately $0.3 million related to estimated return
provisions, unused aircraft ferrying reserves, legal fees, and other
miscellaneous items. Remaining reserves as of March 31, 1996, consist
of approximately $0.2 million for the closing of the Stewart, NY
maintenance base and $0.1 million for a final reconciliation of spare
parts and other receivables with Mountain West Airlines, a division of
Mesa Air Group, Inc.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's Discussion and Analysis contains forward-looking
statements which involve risks and uncertainties. The Company's actual
results may differ significantly from the results discussed in the
forward-looking statements. Certain factors that could cause the Company's
future results to differ materially are discussed below and in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
Results of Operations
First Quarter Operating Results
Increase
(Decrease)
Three months ended March 31, 1996 1995 % Change
Revenue passenger miles (RPM's) 72,752 70,408 3.3%
(000's)
Available seat miles (ASM's) (000's) 173,755 175,331 (0.9%)
Passenger load factor 41.9% 40.2% 1.7 pts
Revenue passengers carried 299,574 286,247 4.7%
Average yield per RPM (cents) 51.0 42.5 20.0%
Cost per ASM (cents) 1 21.3 19.1 11.5%
Average passenger trip length (miles) 243 246 (1.2%)
Break-even passenger load factor 2 40.9% 43.9% (3.0 pts)
1. "Cost per available seat mile" represents total operating expenses
(in 1996, before restructuring charges) divided by available seat
miles.
2. "Break-even passenger load factor" represents the percentage of
available seat miles which must be flown by revenue passengers for the
airline to break-even after operating expenses (in 1996, before
restructuring charges).
Aircraft in service at March 31: 1996 1995
British Aerospace Jetstream-32 ("J- 29 29
32")
British Aerospace Jetstream-41 ("J- 27 20
41")
Total aircraft 56 49
Comparison of three months ended March 31, 1996, to three months ended
March 31, 1995.
In the first quarter of 1996 the Company had consolidated
net income of $862,000 compared to a net loss of $3.2 million in the
first quarter of 1995. The improvement in financial performance
resulted primarily from additional revenue generated by higher yields
and increased revenue passengers partially offset by an increase in
operating expenses of 9.8%, largely reflecting additional passenger
related costs, profit sharing expenses, and weather related costs. The
increase in operating expenses would have been greater except for a
restructuring charge reversal and other out-of-period adjustments
discussed below.
Total revenue increased approximately $7.2 million or 23.4%
during the first quarter 1996 over the same quarter in 1995. This
increase is due to a 4.7% increase in revenue passengers carried and
increases in fares in the Company's markets. In the first quarter
1996 yield increased 8.5 cents to 51.0 cents versus 42.5 cents
reflecting improvement in the Company's yield management and the
effect of fare increases. Management believes that the fare increases
resulted in part from the expiration of the aviation trust fund tax,
also known as the "ticket tax", on December 31, 1995. The amount of
the increases directly due to this factor cannot be determined.
Revenue passenger miles increased 3.3% while ASM's decreased 0.9%
leading to a 1.7 point increase in load factor from 40.2 % to 41.9%.
Salaries and related costs increased $1.3 million or 13.5%
in the first quarter 1996 versus the same period in 1995. The
increased expenses largely reflect profit sharing program costs of
$0.7 million in the first quarter of 1996 compared to no expense in
the first quarter of 1995, contractual wage increases for pilots and
flight attendants, and additional salary expense associated with pilot
training.
Aircraft fuel expense increased approximately $0.7 million
or 23.3% in the first quarter 1996 compared to the first quarter of
1995. The increase in fuel expense resulted from a 3.8% increase in
block hours and a 21.3% increase in the total cost per gallon of fuel.
The cost increase in the first quarter 1996 resulted from both higher
fuel prices and the 4.3 cent per gallon fuel tax imposed in October of
1995. Aircraft fuel prices fluctuate with a variety of factors,
including the price of oil, and future increases or decreases cannot
be predicted with a high degree of certainty. There can be no
assurance that further increases will not adversely affect the
Company's operating costs.
Aircraft maintenance and materials expense decreased
approximately $0.5 million or 12.9% in the first quarter 1996 compared
to the first quarter 1995. The decrease resulted from the elimination
of the Dash-8 aircraft from the Company's fleet, as well as a
favorable inventory adjustment of approximately $0.2 million resulting
from an inventory reconciliation. The addition of seven J-41 aircraft
since the first quarter of 1995 also contributed to the decline in
maintenance expense due to the increased number of aircraft under
warranty.
Aircraft rentals and landing fees increased approximately
$1.1 million or 16.1% in the first quarter 1996 compared to the first
quarter of 1995. The increase results primarily from the addition of
seven J-41 aircraft, partially offset by a decrease in landing fees
related to the operation of lighter aircraft.
Traffic commissions and related fees increased approximately
$0.8 million or 16.0% in the first quarter 1996 compared to the first
quarter 1995. The increase is attributable to a 3.9% increase in
revenue passengers and a contractual rate increase in the program fees
to United. The increase was offset by a 9.7% decrease in the
effective commission rate as a result of the commission cap on travel
agency tickets implemented in 1995 and increased usage of electronic
tickets. Segment booking fees increased primarily due to the greater
number of transactions per passenger resulting from additional
rebookings brought about by the severe winter weather on the East
Coast during the first quarter of 1996.
Depreciation and amortization increased approximately $0.1
million or 18.0% in the first quarter 1996 compared to the same period
in 1995. The increase results primarily from the acquisition of
additional rotable spare parts and computer equipment since the first
quarter of 1995.
The total of other operating expenses did not significantly
vary for the first quarter of 1996 compared to the first quarter of
1995. Year over year differences included an increase of $0.3 million
in glycol de-icing expense due to the severe winter weather, an
increase in J-41 pilot training expense of $0.2 million, favorable
adjustments of prior period accruals for denied boarding compensation
and passenger claims expense of $0.4 million, and a $0.2 million
credit from an engine manufacturer.
In the first quarter 1996 the Company reversed excess
restructuring reserves of $0.3 million related to the Dash-8. The
reversal consisted of $0.2 million related to estimated return
provisions and $0.1 million related to ferrying costs, legal fees and
other miscellaneous items.
Total operating expenses increased approximately $3.3
million during the first quarter 1996 compared to the same period last
year. Operating expenses increased as a result of greater passenger
related expenses associated with the higher number of passengers and
revenue as well as increased profit sharing expenses. Cost per
available seat mile increased from 19.1 cents in the first quarter
1995 to 21.3 cents in the same period 1996. The increased cost per
available seat mile largely reflects decreased ASM's resulting from
reduced operations during the periods of severe winter weather.
The Company's estimated effective tax rate for first quarter
1996 was 4% and is significantly lower than the statutory rate due to
the expected utilization of net operating loss carryforwards and tax
credits. A significant increase in projected pretax income would be
the primary reason for any future revision in the estimated effective
tax rate.
Liquidity and Capital Resources
The Company has financed its working capital requirements
through a combination of internally generated funds and supplemental
borrowings under an accounts receivable financing facility. The net
cash used in operating activities of the Company was $1.7 million as
of March 31, 1996, compared to the use of $4.5 million for the same
period of 1995.
Restructuring
In 1994 the Company commenced a major restructuring plan.
The basis of the plan was to simplify the fleet by eliminating the EMB-
120 and Dash-8 aircraft fleets in conjunction with the elimination of
unprofitable routes, the consolidation of maintenance bases and other
cost saving measures.
The Company concluded the EMB-120 restructuring plan as of
December 31, 1995. There are no remaining reserves related to the EMB-
120 restructuring and all obligations under the various agreements
have been satisfied.
The Company's agreement with United to return twelve Dash-8
aircraft is materially complete. During the first quarter of 1996 the
Company reversed excess restructuring reserves of approximately $0.3
million related to estimated return provisions, unused aircraft
ferrying reserves, legal fees, and other miscellaneous items.
Remaining reserves as of March 31, 1996, consist of
approximately $0.2 million for the closing of the Stewart, NY
maintenance base and $0.1 million for a final reconciliation of spare
parts and other receivables with Mountain West Airlines, a division of
Mesa Air Group, Inc.
Other Financing
In December 1994 the Company completed its plan of
recapitalization with an aircraft supplier which included the
conversion of an outstanding loan on a revolver credit facility of
$10.0 million to equity, an additional $1.0 million cash equity
investment, creation of a term loan facility in the amount of $4.0
million, and a new revolver line of credit facility of $5.0 million.
In the first quarter 1995 the Company borrowed $4.0 million
on the term loan facility. On December 29, 1995, the Company fully
prepaid the loan at a discount and recorded an extraordinary gain of
$0.4 million.
As of April 25, 1996, the Company had not borrowed against
the revolver credit facility. The $2.5 million credit facility
expires on August 31, 1996, and the Company does not intend to renew
it.
During the first quarter of 1995, the Company entered into a
loan agreement for $0.3 million payable over a three year period
commencing March 1, 1995, at an interest rate of 9.0% per annum. The
proceeds of the loan were used to purchase two de-ice trucks for use
at the Company's hub operations at Washington-Dulles.
Capital Equipment and Debt Service
On March 29, 1996, the Company redeemed the Series A
cumulative convertible preferred stock in the amount of $3.8 million.
Dividends for the first quarter 1996 were not paid due to redemption
before quarter end in accordance with the terms of the preferred stock
agreement.
Purchases of capital equipment for the first quarter of 1996
were $0.2 million compared to $1.2 million in the same period of 1995.
Capital equipment purchased in 1996 consisted primarily of leasehold
improvements to aircraft pertaining to Traffic Collision Avoidance
Systems, purchases of ground service equipment, purchases of rotable
spare parts related to deliveries of J-41 aircraft, and purchases of
computers and other office equipment. For the remainder of 1996 the
Company anticipates spending $5.9 million on rotable spare parts,
spare engines and facility improvements.
The Company took delivery of two J-41 aircraft during the
first quarter of 1996. The increase in future lease obligations
related to these aircraft is $21.6 million.
Debt service as of March 31, 1996, is $1.9 million compared
to $2.3 million in the same period of 1995. The decrease is due
primarily to the reduction of interest expense related to the
prepayment of the $4.0 million term loan.
The Company believes that, in the absence of unusual
circumstances, its cash flow from operations, the accounts receivable
credit facility, and other available equipment financing will be
sufficient to meet its working capital needs, capital expenditures,
and debt service requirements for the next twelve months.
Operating Cash Flow
The Company receives substantially all of its airline ticket
revenue under interline agreements through the Airline Clearing House
("ACH") which settles at the end of the month following the month
during which the revenue was earned. The Company has a line of credit
with a financial institution to provide an adequate cash flow between
ACH settlements. The line is principally secured by the Company's
interline accounts receivable, and unprocessed tickets. Interest is
payable monthly at the rate of 1.5% above prime on the outstanding
balance and 0.5% on the unused line. The rate on the outstanding
balance is scheduled to be reduced to 1.25% above prime as of April 1,
1996, due to the Company meeting certain financial ratios as provided
for in the accounts receivable financing agreement.
Accounts receivable increased $2.7 million to $17.3 million
at March 31, 1996, compared to $14.6 million at December 31, 1995.
The increase is primarily attributed to the increased passenger ticket
receivables resulting from $15.5 million in passenger revenue in March
1996 compared to passenger revenue of $11.3 million in December 1995.
Expendable parts and fuel inventory during the first quarter
1996 remained unchanged at approximately $1.9 million. The parts
inventory consists of spare parts for the J-31 and J-41 aircraft.
Prepaid expenses and other current assets increased to
approximately $2.3 million at March 31, 1996, compared to $1.8 million
at December 31, 1995, due to the timing of estimated tax payments and
the increases in prepaid aircraft insurance.
Accounts payable decreased to $3.0 million at March 31,
1996, compared to $3.5 million at December 31, 1995, due to the
receipt of a vendor credit, and continued reduction of outstanding
payables.
Long-term debt decreased $0.3 million in the first quarter
of 1996 as a result of scheduled payments on existing debt. Capital
lease obligations decreased approximately $0.2 million during the
first quarter of 1996, also due to scheduled payments made on the
Company's various leases.
Accrued liabilities increased to $16.4 million at March 31,
1996, from $16.1 million at December 31, 1995. The major components
of the change are as follows:
Air traffic liability decreased $0.2 million due to adjustments
of estimates for ticket rejects from other carriers.
Accrued reservations and handling fees increased approximately
$0.3 million due to a contractual rate increase in program fees
to United, increased segment booking fees charged by the computer
reservation system vendors resulting from increased passengers,
additional fees for the rebooking of passengers due to the severe
winter weather, and accruals for passenger claims expense.
Accrued fuel increased approximately $0.1 million due to a 21.3%
increase in the total cost per gallon of fuel.
Other accrued liabilities increased approximately $0.1
million.
Part II . Other Information
ITEM 1. Legal Proceedings.
In a suit filed against the Company on November 2, 1994, in
U.S. District Court for the Southern District of New York, the
Aircraft Mechanics Fraternal Association (AMFA), representing the
Company's mechanics, challenged the right of the Company to make
certain work rule changes between the time of the union certification
in March 1994 and prior to an initial collective bargaining agreement,
which has not yet been reached. On November 9, 1994, the District
Court upheld the Company's right to make those changes. AMFA
subsequently appealed to the U.S. Court of Appeals for the Second
Circuit. On May 19, 1995, the Court of Appeals affirmed the District
Court's decision in favor of the Company, Aircraft Mechanics Fraternal
Association v. Atlantic Coast Airlines, 55 F. 3d 90.
On August 1, 1995, AMFA filed a motion for declaratory
judgment on a remaining cause of action in the first case, asserting
that if ACA has the right to make unilateral work rule changes, no
matter how small, the union may have a right to strike. ACA opposed
this motion, and on December 14, 1995, the U.S. District Court ruled
in the Company's favor, including the explicit holding that the union
is prohibited from striking under current circumstances. AMFA has
announced its intention to appeal this decision to the U.S. Court of
Appeals for the Second Circuit, but as of April 30, 1996, an appeal
had not yet been scheduled.
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
27.1 Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8K was filed on April 9, 1996, reporting
the redemption of the Company's Series A cumulative
convertible preferred stock on March 29, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ATLANTIC COAST AIRLINES, INC.
May 15, 1996 By: /S/ James B. Glennon
James B. Glennon
Senior Vice President and Chief
Financial Officer
May 15, 1996 By: /S/ Kerry B. Skeen
Kerry B. Skeen
President and Chief Executive
Officer