1 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 December 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 0-14719 SKYWEST, INC. Incorporated under the laws of Utah 87-0292166 (I.R.S. Employer ID No.) 444 South River Road St. George, Utah 84790 (801) 634-3000 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 February 8, 1996 ------------------------------- Common stock, no par value 10,253,490 2 SKYWEST, INC. TABLE OF CONTENTS Part I - Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheets As of December 31, 1995 and March 31, 1995 3 Condensed Consolidated Statements of Income For the Three Months and Nine Months Ended December 31, 1995 and 1994 5 Condensed Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 1995 and 1994 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 14 2 3 PART I. FINANCIAL INFORMATION SKYWEST, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) ====================================================================================================== ASSETS December 31, March 31, 1995 1995 ------------ --------- CURRENT ASSETS: Cash and cash equivalents $ 36,691 $ 27,416 Available-for-sale securities 18,249 21,309 Receivables, net 8,729 7,004 Inventories 8,869 7,179 Other current assets 6,446 8,734 --------- --------- Total current assets 78,984 71,642 --------- --------- PROPERTY AND EQUIPMENT: Flight equipment 165,453 127,004 Buildings and ground equipment 34,100 28,866 Deposits on flight equipment 8,008 9,265 Rental vehicles 2,498 1,849 --------- --------- 210,059 166,984 Less-accumulated depreciation and amortization (67,064) (56,743) --------- --------- 142,995 110,241 --------- --------- OTHER ASSETS 5,866 6,299 --------- --------- $ 227,845 $ 188,182 ========= ========= See notes to condensed consolidated financial statements. 3 4 SKYWEST, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (Dollars in Thousands) (Unaudited) ====================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY December 31, March 31, 1995 1995 ------------ --------- CURRENT LIABILITIES: Trade accounts payable $ 21,508 $ 13,789 Current maturities of long-term debt 6,020 3,747 Accrued payroll 4,074 4,647 Air traffic liability 1,464 1,264 Taxes other than income taxes 1,264 1,353 Current portion of deferred credits 661 803 --------- --------- Total current liabilities 34,991 25,603 --------- --------- LONG-TERM DEBT, net of current maturities 55,208 29,553 --------- --------- DEFERRED CREDITS, net of current portion 1,352 2.308 --------- --------- DEFERRED INCOME TAXES PAYABLE 14,557 13,034 --------- --------- STOCKHOLDERS' EQUITY: Common stock 88,037 87,658 Retained earnings 50,052 46,117 Treasury stock (16,352) (16,091) --------- --------- Total stockholders' equity 121,737 117,684 --------- --------- $ 227,845 $ 188,182 ========= ========= See notes to condensed consolidated financial statements. 4 5 SKYWEST, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands, Except Per Share Amounts) (Unaudited) ======================================================================================================= For the For the Three Months Ended Nine Months Ended December 31, December 31, ---------------------- ------------------- 1995 1994 1995 1994 ---- ---- ---- ---- OPERATING REVENUES: Passenger $ 49,377 $ 41,190 $ 150,113 $ 136,467 Freight 1,128 909 3,291 2,842 Public service and other 552 610 1,667 1,794 Nonairline 7,934 8,739 33,476 34,767 ------------ ------------ ------------ ------------ 58,991 51,448 188,547 175,870 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Flying operations 21,967 16,876 63,035 50,230 Aircraft, traffic and passenger service 8,277 7,136 23,717 21,322 Maintenance 8,185 6,671 22,264 18,546 Promotion and sales 7,032 4,757 18,843 15,578 General and administrative 2,431 2,459 8,346 9,245 Depreciation and amortization 3,861 3,142 10,930 8,525 Nonairline 8,906 8,789 31,716 31,404 ------------ ------------ ------------ ------------ 60,659 49,830 178,851 154,850 ------------ ------------ ------------ ------------ OPERATING (LOSS) INCOME (1,668) 1,618 9,696 21,020 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest expense (208) (149) (1,208) (676) Interest income 685 762 1,998 2,049 Gain on sales of property and equipment 69 120 202 133 ------------ ------------ ------------ ------------ 546 733 992 1,506 ------------ ------------ ------------ ------------ (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (1,122) 2,351 10,688 22,526 BENEFIT (PROVISION) FOR INCOME TAXES 440 (929) (4,172) (8,880) ------------ ------------ ------------ ------------ NET (LOSS) INCOME $ (682) $ 1,422 $ 6,516 $ 13,646 ============ ============ ============ ============ NET (LOSS) INCOME PER COMMON SHARE $ (.07) $ .13 $ .63 $ 1.20 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES 10,324,826 11,155,719 10,322,384 11,358,500 ============ ============ ============ ============ See notes to condensed consolidated financial statements. 5 6 SKYWEST, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) =========================================================================================================== For the Nine Months Ended December 31, ----------------------------- 1995 1994 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,516 $ 13,646 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,930 8,525 Gain on sales of property and equipment (205) (133) Maintenance expense related to disposition of rotable spares 90 179 Increase in deferred income taxes 1,523 2,166 Amortization of deferred credits (1,098) (613) Nonairline depreciation and amortization 1,978 1,478 Tax benefit from exercise of common stock options -- 182 Changes in operating assets and liabilities: (Increase) decrease in receivables (1,725) 3,116 Increase in inventories (1,690) (742) Decrease (increase) in other current assets 2,288 (2,361) Increase in trade accounts payable 6,893 2,988 Decrease in other current liabilities (462) (567) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 25,038 27,864 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale (purchase) of available-for-sale securities 3,060 (9,630) Acquisition of property and equipment: Flight equipment (41,742) (11,314) Deposits on flight equipment (3,053) (5,697) Buildings and ground equipment (5,234) (4,354) Rental vehicles (2,502) (1,831) Proceeds from sales of property and equipment 3,214 1,026 Decrease in deposits on flight equipment 4,310 2,135 Increase in other assets (107) (355) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (42,054) (30,020) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt 30,920 -- Issuance of common stock 379 164 Purchase of treasury stock (261) (14,675) Payment of cash dividends (1,755) (2,292) Reduction of long-term debt (2,992) (2,919) -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 26,291 (19,722) -------- -------- Increase (decrease) in cash and cash equivalents 9,275 (21,878) Cash and cash equivalents at beginning of period 27,416 56,402 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,691 $ 34,524 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 1,139 $ 1,372 Income taxes 3,090 6,917 See notes to condensed consolidated financial statements. 6 7 SKYWEST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Consolidated Financial Statements The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature. Certain information and disclosures normally included in 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 following disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The results of operations for the three and nine months ended December 31, 1995 are not necessarily indicative of the results that may be expected for the year ending March 31, 1996. Note B - Available-for-sale Securities Available-for-sale securities are carried at the lower of aggregate cost or market value. Note C - Income Taxes For the nine months ended December 31, 1995 and 1994, the Company provided for income taxes based upon the estimated annualized effective tax rate after giving effect to available investment tax credits. Investment tax credits have been accounted for by the flow-through method. Effective April 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109). The Company has classified the net current and noncurrent deferred tax assets and liabilities in accordance with SFAS No. 109 which at December 31, 1995 included a current deferred tax asset of approximately $1.6 million and a deferred tax liability of approximately $14.6 million. Note D - Net Income Per Common Share Net income per common share is calculated based upon the weighted average shares outstanding during the periods. No material dilution results from common stock equivalents which are outstanding options to purchase common stock. Note E - Financial Information Relating to Business Segments Nonairline revenues and expenses as included in the Condensed Consolidated Financial Statements primarily represent the operations of Scenic Airlines, Inc. ("Scenic") and National Parks Transportation, Inc. ("NPT"), both wholly-owned subsidiaries of SkyWest, Inc. Scenic provides air tours and general aviation services to the scenic regions of northern Arizona, southern Utah and southern Nevada, commonly referred to as the "Grand Circle". The primary aircraft used to accomplish scenic tours are 19 passenger deHavilland Twin Otter VistaLiners. NPT provides car rental services through a fleet of Avis vehicles located at five airports served by SkyWest Airlines, Inc. The following information presents the impact of this segment of business on the accompanying Condensed Consolidated Financial Statements. 7 8 SKYWEST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the For the Three Months Ended Nine Months Ended December 31, December 31, (in 000's) (in 000's) -------------------------- -------------------------- 1995 1994 1995 1994 ---------- ---------- ----------- --------- Operating revenues $ 7,934 $ 8,739 $ 33,476 $ 34,767 Operating (loss) income (972) (50) 1,760 3,363 Depreciation and amortization 713 510 1,978 1,478 Capital expenditures 2,745 1,866 9,186 3,791 As of December 31, 1995 As of December 31, 1994 ----------------------- ----------------------- Identifiable assets $ 27,323 $ 20,230 ========== ========= 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: Airline Operating Statistics ----------------------------------------------------------------------------------- For the For the Three Months Ended Nine Months Ended December 31, December 31, ------------------------------------- ----------------------------------------- 1995 1994 % Change 1995 1994 % Change ---- ---- -------- ---- ---- -------- Passengers carried 579,141 504,128 14.9% 1,721,704 1,597,203 7.8% Revenue passenger miles (000s) 152,941 117,052 30.7% 453,900 377,903 20.1% Available seat miles (000s) 312,678 238,907 30.9% 938,176 737,162 27.3% Passenger load factor 48.9% 49.0% (0.1) pts 48.4% 51.3% (2.9) pts Passenger breakeven load factor 49.8% 47.3% 2.5 pts 46.3% 45.1% 1.2 pts Yield per revenue passenger mile $ .323 $ .352 (8.2%) $ .331 $ .361 (8.3%) Cost per available seat mile $ .166 $ .172 (3.5%) $ .158 $ .168 (6.0%) Average passenger trip (miles) 264 232 13.8% 264 237 11.4% For the Three Months Ended December 31, 1995 and 1994 - ----------------------------------------------------- For the quarter ended December 31, 1995, the Company experienced significant increases in available seat miles ("ASMs") and revenue passenger miles ("RPMs") in comparison to the quarter ended December 31, 1994. Operating revenues increased 14.7 percent to $59.0 million for the quarter ended December 31, 1995, compared to $51.4 million for the quarter ended December 31, 1994. Nonairline revenues decreased 9.2 percent to $7.9 million for the quarter ended December 31, 1995, compared to $8.7 million for the quarter ended December 31, 1994. The Company's results were a loss of $.7 million or $.07 per share for the quarter ended December 31, 1995, compared to net income of $1.4 million or $.13 per share for the quarter ended December 31, 1994. Passenger revenues, which represented 83.7 percent of total operating revenues, increased 19.9 percent to $49.4 million for the quarter ended December 31, 1995, compared to $41.2 million or 80.1 percent of total operating revenues for the quarter ended December 31, 1994. The increase is attributable to a 30.7 percent increase in RPMs which was somewhat offset by an 8.2 percent decrease in yield per RPM. ASMs increased 30.9 percent due to the acquisition of five new cabin-class Brasilia aircraft which have replaced Metroliners as their leases terminated. Although passenger load factors were only down .1 point, passenger enplanements did not meet the Company's expectations due to the following factors: (1) the competitive disadvantage of the Metroliner aircraft and airline passenger's growing reluctance to book flights on aircraft which do not have cabin-class amenities; (2) the schedule restructuring by Delta Air Lines ("Delta") in Los Angeles which reduced daily departures by 31 percent effective May 1, 1995, thereby reducing the Company's connection opportunities; and (3) a resistance of travel agents toward booking passengers on the Delta system after Delta instigated commission caps last spring as well as commission overrides being offered by the Company's competitors. Yield per RPM decreased 8.2 percent to $.323 for the quarter ended December 31, 1995, compared to $.352 for the quarter ended December 31, 1994, primarily due to a 13.8 percent increase in the average passenger trip length due to the regional jets averaging 480 miles and continued fare restructuring to respond to the ongoing indirect pressure from low-fare carriers on the west coast. The 8.2 percent decline in yield coupled with a lower load factor resulted in a lower airline operating revenue per ASM of $.163 for the quarter ended December 31, 1995, compared to $.179 for the quarter ended December 31, 1994. Nonairline revenues decreased 9.2 percent to $7.9 million for the quarter ended December 31, 1995, from $8.7 million for the quarter ended December 31, 1994. The decrease in revenues reflected a 12 percent reduction in enplanements for the quarter ended December 31, 1995, compared to the quarter ended December 31, 1994, which the Company attributes to the following factors: (1) the impact of new low-fare competition; and (2) the Company's lack of success in differentiating its premium touring packages from low price transportation alternatives. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Total operating expenses and interest increased 21.8 percent to $60.9 million for the quarter ended December 31, 1995, compared to $50.0 million for the quarter ended December 31, 1994. As a percentage of consolidated operating revenues, total operating expenses and interest were 103 percent for the quarter ended December 31, 1995, compared to 97.1 percent for the quarter ended December 31, 1994. For the quarter ended December 31, 1995, total airline operating expenses and interest (excluding nonairline expenses) were 102 percent of airline revenues compared to 96.4 percent for the quarter ended December 31, 1994. Operating expenses increased at a higher percentage than operating revenues due to the following factors: (1) the increase in the price of fuel per gallon; (2) additional costs associated with the Metroliner and Brasilia transition; and (3) additional costs associated with customer reservation system fees. Although airline operating costs per ASM (including interest expenses) decreased to 16.6c. for the quarter ended December 31, 1995, from 17.2c. for the quarter ended December 31, 1994, the 3.5 percent decrease in cost per ASM is less than the 8.9 percent decrease in airline operating revenue per ASM which resulted in the net loss for the quarter ended December 31, 1995. Factors relating to the increases in operating expenses and interest are discussed below. Salaries, wages, and employee benefits decreased as a percentage of airline operating revenues to 27.1 percent for the quarter ended December 31, 1995, from 28.3 percent for the quarter ended December 31, 1994, since incentives were not paid out. The average number of full-time equivalent employees for the quarter ended December 31, 1995 was 2,052, compared to 1,862 for the quarter ended December 31, 1994. The increase in number of personnel was due to hiring pilots, flight attendants, and customer service personnel to support increased Brasilia and regional jet operations. Salaries, wages and employee benefits per ASM decreased to 4.4c. for the quarter ended December 31, 1995, compared to 5.1c. for the quarter ended December 31, 1994, primarily due to the increased ASM's generated from regional jet operations. Aircraft costs, including aircraft rent and depreciation, remained constant as a percentage of airline operating revenues at 20.8 percent for the quarter ended December 31, 1995 and 1994. The Company acquired additional Brasilia aircraft and regional jets, which were somewhat offset by the return of Metroliner aircraft as well as increased ASMs generated from regional jet operations. Aircraft costs per ASM decreased to 3.4c. for the quarter ended December 31, 1995, from 3.7c. for the quarter ended December 31, 1994. Maintenance expense increased as a percentage of airline operating revenues to 12.0 percent for the quarter ended December 31, 1995, compared to 9.6 percent for the quarter ended December 31, 1994. The increase is due to additional costs associated with meeting return specifications for Metroliner aircraft due to trade-ins and expiring leases. In addition, the Company incurred expenses related to aircraft damage from weather and other causes. The Company also uses the accrual method of accounting for jet engine overhauls. Maintenance expense per ASM increased slightly to 2.0c. for the quarter ended December 31, 1995, from 1.7c. for the quarter ended December 31, 1994. Fuel costs increased as a percentage of airline operating revenues to 12.0 percent for the quarter ended December 31, 1995, compared to 11.4 percent for the quarter ended December 31, 1994, primarily due to an increase in the average fuel price per gallon to $.86 from $.78, respectively. The 8.5c. increase per gallon includes the 4.3c. federal transportation tax on fuel which became effective October 1, 1995 and is expected to increase the Company's annual operating expenses by approximately $1.4 million if the federal exemption is not extended. Fuel costs per ASM decreased slightly to 1.9c. for the quarter ended December 31, 1995, compared to 2.0c. for the quarter ended December 31, 1994. The operation of additional Brasilia aircraft which are more fuel efficient, on a cost per ASM basis, than Metroliner aircraft, as well as from the increased ASM's generated from regional jet operations are the contributing factors for this reduction. Interest expense increased as a percentage of airline operating revenues to .4 percent for the quarter ended December 31, 1995, from .3 percent for the quarter ended December 31, 1994. The increase was primarily due to the addition of $38.0 million of long-term debt financing of five additional Brasilia aircraft. Other expenses, primarily consisting of commissions, landing fees, station rentals, computer reservation system fees, and hull and liability insurance, increased as a percentage of airline operating revenues to 29.6 percent for the quarter ended December 31, 1995, from 26.0 percent for the quarter ended December 31, 1994. The increase was due primarily to significant increases in customer reservation system booking fees and handling fees associated with the Company's relationship with Delta. Other expenses per ASM increased slightly to 4.8c. for the quarter ended December 31, 1995, compared to 4.6c. for the quarter ended December 31, 1994. 10 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Nine Months Ended December 31, 1995 and 1994: - --------------------------------------------- For the nine months ended December 31, 1995, the Company experienced continued growth in ASMs, RPMs and passengers carried in comparison to the nine months ended December 31, 1994, which was due to additional aircraft deliveries. Operating revenues increased 7.2 percent to $188.5 million for the nine months ended December 31, 1995, compared to $175.9 million for the nine months ended December 31, 1994. Nonairline revenues decreased 3.7 percent to $33.5 million for the nine months ended December 31, 1995, compared to $34.8 million for the nine months ended December 31, 1994. Interest expense increased 78.7 percent to $1.2 million for the nine months ended December 31, 1995, from $.7 million for the nine months ended December 31, 1994, as a result of additional debt financing on Brasilia aircraft. Net income was $6.5 million or $.63 per share for the nine months ended December 31, 1995, compared to $13.6 million or $1.20 per share for the nine months ended December 31, 1994. Passenger revenues, which represented 79.6 percent of total operating revenues, increased 10.0 percent to $150.1 million for the nine months ended December 31, 1995, compared to $136.5 million or 77.6 percent of total operating revenues for the nine months ended December 31, 1994. The increase is attributable to a 20.1 percent increase in RPM's which was somewhat offset by an 8.3 percent decrease in yield per RPM. ASMs increased 27.3 percent due to the acquisition of five cabin-class Brasilia aircraft which have replaced five Metroliner aircraft as their leases terminated. Passenger load factors decreased to 48.4 percent for the nine months ended December 31, 1995, from 51.3 percent for the nine months ended December 31, 1994, due to the following factors: (1) the competitive disadvantage of the Metroliner aircraft and airline passenger's growing reluctance to book flights on aircraft which do not have cabin-class amenities; (2) the schedule restructuring by Delta in Los Angeles which reduced daily departures by 31 percent effective May 1, 1995, therefore reducing the Company's connection opportunities; and (3) a resistance of travel agents toward booking passengers on the Delta system after Delta instigated commission caps last spring as well as commission overrides being offered by the Company's competitors. Yield per RPM decreased 8.3 percent to $.331 for the nine months ended December 31, 1995, compared to $.361 for the nine months ended December 31, 1994, primarily as a result of an increase in average passenger trip length due to the regional jets averaging 481 miles and continued fare restructuring to respond to ongoing indirect pressure from low-fare carriers on the west coast. The 8.3 percent decline in yield coupled with the 2.9 points decline in load factor resulted in a lower airline operating revenue per ASM. Nonairline revenues decreased 3.7 percent for the nine months ended December 31, 1995, to $33.5 million from $34.8 million for the same nine months ended December 31, 1994. The decrease in revenues reflected a 12 percent reduction in enplanements compared to the nine months ended December 31, 1994, which the Company attributes to the following factors: (1) the impact of new low-fare competition; and (2) the Company's lack of success in differentiating its premium touring packages from low price transportation alternatives. Total operating expenses and interest increased 15.8 percent to $180.1 million for the nine months ended December 31, 1995, compared to $155.5 million for the same nine months ended December 31, 1994. As a percentage of airline operating revenues, total airline operating expenses and interest increased to 95.7 percent for the nine months ended December 31, 1995, from 88.0 percent for the nine months ended December 31, 1994. Operating expenses increased at a higher percentage than operating revenues due to the following factors: (1) the increase in the price of fuel per gallon; (2) additional costs associated with the Metroliner and Brasilia transition; and (3) additional costs associated with the customer reservation system fees. Although airline operating costs per ASM (including interest expenses) decreased to 15.8c. for the nine months ended December 31, 1995, from 16.8c. for the nine months ended December 31, 1994, the 6.0 percent decrease in cost per ASM is less than the 13.8 percent decrease in airline operating revenue per ASM. Factors relating to the increases in operating expenses and interest are discussed below. 11 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Salaries, wages and employee benefits decreased slightly as a percentage of airline operating revenues to 26.4 percent for the nine months ended December 31, 1995, from 26.5 percent for the nine months ended December 31, 1994, since incentives were not paid out. The average number of full-time equivalent employees increased 11.7 percent for the nine months ended December 31, 1995, to 2,041, compared to 1,828 for the same period ended December 31, 1994. The increase in personnel was due to hiring pilots, flight attendants and customer service personnel to support increased Brasilia and regional jet operations. Salaries, wages and employee benefits per ASM decreased to 4.4c. for the nine months ended December 31, 1995, compared to 5.1c. for the nine months ended December 31, 1994, primarily due to the increase in ASMs generated from increased regional jet operations. Aircraft costs, including aircraft rent and depreciation, increased as a percentage of airline operating revenues to 20.5 percent for the nine months ended December 31, 1995, compared to 18.4 percent for the same period ended December 31, 1994. The increase is due to higher acquisition costs for regional jets as well as additional Brasilia aircraft. Aircraft costs per ASM decreased slightly to 3.4c. for the nine months ended December 31, 1995, from 3.5c. for the nine months ended December 31, 1994, due to the increased ASMs generated from regional jet operations. Maintenance expense increased as a percentage of airline operating revenues to 10.6 percent for the nine months ended December 31, 1995, compared to 8.6 percent for the same period ended December 31, 1994. This increase is due to increased regional jet operations, wherein the Company uses the accrual method in accounting for jet engine overhauls. The Company also incurred costs associated with return specifications for Metroliner aircraft due to trade-ins and expiring leases. In addition, the Company incurred expenses related to aircraft damage from weather and other causes. This increase was somewhat offset by the utilization of more Brasilia aircraft which are more efficient than Metroliner aircraft. Maintenance expenses per ASM increased slightly to 1.7c. for the nine months ended December 31, 1995, from 1.6c. for the nine months ended December 31, 1994, due to the increased ASMs generated from regional jet operations. Fuel costs increased as a percentage of airline operating revenues to 10.8 percent for the nine months ended December 31, 1995, from 9.4 percent for the same period ended December 31, 1994, primarily due to an increase in the average fuel price per gallon to $.79 from $.74 which includes the 4.3c. fuel tax which became effective October 1, 1995 and is expected to increase the Company's annual operating expenses by approximately $1.4 million if the federal exemption is not extended. Fuel costs per ASM remained constant at 1.8c. for the nine months ended December 31, 1995 and December 31, 1994. Interest expenses increased as a percentage of airline operating revenues to .8 percent for the nine months ended December 31, 1995, from .5 percent for the nine months ended December 31, 1994. The increase was due primarily to the addition of $38.0 million of long-term debt associated with debt financing of five additional Brasilia aircraft. Other expenses, primarily consisting of commissions, landing fees, station rentals, computer reservation system fees, and hull and liability insurance, increased to 26.6 percent for the nine months ended December 31, 1995, from 24.4 percent for the nine months ended December 31, 1994. The increase was primarily due to significant increases in customer reservation system booking fees and handling fees associated with the Company's relationship with Delta. Other expenses per ASM decreased slightly to 4.4c. for the nine months ended December 31, 1995, from 4.7c. for the nine months ended December 31, 1994, primarily due to the increased ASMs generated from regional jet operations. Liquidity and Capital Resources The Company had working capital of $44.0 million and a current ratio of 2.3:1 at December 31, 1995, compared to working capital of $46.0 million and a current ratio of 2.8:1 at March 31, 1995. During the first nine months of fiscal 1996, the Company invested $44.8 million in flight equipment, $7.7 million in buildings, ground equipment and other fixed assets. The Company also reduced long-term debt by $3.0 million, paid dividends of $1.8 million, and repurchased $.3 million of its outstanding common stock. The principal source of funds during the first nine months of fiscal 1996 was $30.9 from the issuance of long term debt, $25.0 million provided by operating activities, a return of $4.3 million in deposits on aircraft, $3.3 million from the sale of other assets, $3.0 million from the sale of available-for-sale securities, and $.4 million from the issuance of common stock. These factors resulted in a $9.3 million cash and cash equivalents increase. 12 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) At December 31, 1995, the Company's long-term debt to equity position was 31 percent debt and 69 percent equity due to $38.0 million additional long-term debt associated with the acquisition of five Brasilia aircraft at an average net effective interest rate of 3.4 percent, compared to 20 percent debt and 80 percent equity at March 31, 1995. SkyWest has taken delivery of five new Brasilia aircraft during the first nine months of fiscal 1996 and has agreed to purchase 17 additional Brasilia aircraft and related spare parts inventory and support equipment at a future aggregate cost of approximately $136.0 million, including estimated cost escalations. Two more Brasilia aircraft are scheduled for delivery in fiscal 1996 and the remaining fifteen are scheduled for delivery in fiscal 1997. Two Canadair Regional Jets were delivered during the first quarter of fiscal 1996 and have been financed under long-term lease arrangements. Subsequent to December 31, 1995, the Company took delivery of two Canadair Regional Jets and related spare parts inventory and support equipment at a cost of approximately $37 million. Depending in large part upon the state of the aircraft financing market and general economic conditions at the time, management will determine whether to purchase these Brasilia and Canadair Regional Jet aircraft with available cash or acquire the aircraft through third-party, long-term loans or lease arrangements. The Company has options to acquire ten additional Brasilia aircraft at fixed prices (subject to cost escalation and delivery schedules) exercisable through fiscal 1999. Options to acquire an additional ten Canadair Regional Jets have also been secured and are exercisable through 1997. The Company has available $5.0 million in an unsecured bank line of credit with interest payable at the bank's base rate less one-quarter percent, which was 8.50 percent at December 31, 1995. In addition, the Company has available $1.0 million in a reducing revolving credit facility bearing interest at the bank's base rate plus one half percent. The amount available under the facility reduces to $.5 million on December 1, 1996, and the facility will expire on December 1, 1997. There were no amounts outstanding on either of the facilities as of December 31, 1995. 13 14 PART II. OTHER INFORMATION SKYWEST, INC. Item 6: a. Exhibits - None b. Reports on Form 8-K - There were no reports on Form 8-K filed during the quarter ended December 31, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SKYWEST, INC. Registrant February 8, 1996 BY: /s/ Bradford R. Rich ------------------------------- Bradford R. Rich Executive Vice President - Finance, Chief Financial Officer and Treasurer 14