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, 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 0-14719 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 10, 1997 Common stock, no par value 10,120,961 2 SKYWEST, INC. TABLE OF CONTENTS Part I - Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheets As of December 31, 1996 and March 31, 1996 3 Condensed Consolidated Statements of Income For the Three Months and Nine Months Ended December 31, 1996 and 1995 5 Condensed Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 1996 and 1995 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 12 2 3 PART I. FINANCIAL INFORMATION SKYWEST, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) ASSETS December 31, March 31, 1996 1996 --------- --------- CURRENT ASSETS: Cash and cash equivalents $ 38,459 $ 24,529 Available-for-sale securities 18,469 19,097 Receivables, net 8,211 12,893 Inventories 10,487 8,923 Other current assets 9,280 11,020 --------- --------- Total current assets 84,906 76,462 --------- --------- PROPERTY AND EQUIPMENT: Flight equipment 178,976 171,840 Buildings and ground equipment 42,499 39,092 Deposits on flight equipment 3,603 3,603 Rental vehicles 3,646 2,237 --------- --------- 228,724 216,772 Less-accumulated depreciation and amortization (86,595) (71,701) --------- --------- 142,129 145,071 --------- --------- OTHER ASSETS 5,645 6,017 --------- --------- $ 232,680 $ 227,550 ========= ========= 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, 1996 1996 --------- --------- CURRENT LIABILITIES: Trade accounts payable $ 29,124 $ 23,740 Current maturities of long-term debt 6,268 6,236 Accrued payroll 4,907 5,451 Air traffic liability 1,631 1,485 Taxes other than income taxes 1,417 1,330 Current portion of deferred credits -- 1,614 Fleet restructuring accrual 889 3,788 --------- --------- Total current liabilities 44,236 43,644 --------- --------- LONG-TERM DEBT, net of current maturities 48,907 53,736 --------- --------- DEFERRED INCOME TAXES PAYABLE 15,784 14,370 --------- --------- STOCKHOLDERS' EQUITY: Common stock 88,947 88,183 Retained earnings 55,091 47,902 Treasury stock (20,285) (20,285) --------- --------- Total stockholders' equity 123,753 115,800 --------- --------- $ 232,680 $ 227,550 ========= ========= 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, ------------------------------ ------------------------------ 1996 1995 1996 1995 ------------ ------------ ------------ ------------ OPERATING REVENUES: Passenger $ 55,684 $ 49,377 $ 177,768 $ 150,113 Freight 1,050 1,128 3,120 3,291 Public service and other 308 552 980 1,667 Nonairline 7,553 7,934 32,582 33,476 ------------ ------------ ------------ ------------ 64,595 58,991 214,450 188,547 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Flying operations 26,587 21,967 75,536 63,035 Aircraft, traffic and passenger service 9,563 8,277 27,234 23,717 Maintenance 6,804 8,185 21,594 22,264 Promotion and sales 7,119 7,032 22,155 18,843 General and administrative 2,575 2,431 9,320 8,346 Depreciation and amortization 4,742 3,861 13,644 10,930 Nonairline 8,941 8,906 31,026 31,716 ------------ ------------ ------------ ------------ 66,331 60,659 200,509 178,851 ------------ ------------ ------------ ------------ OPERATING (LOSS) INCOME (1,736) (1,668) 13,941 9,696 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest expense (311) (208) (1,507) (1,208) Interest income 614 685 1,853 1,998 Gain on sales of property and equipment 98 69 339 202 ------------ ------------ ------------ ------------ 401 546 685 992 ------------ ------------ ------------ ------------ (LOSS) INCOME BEFORE BENEFIT (PROVISION) FOR INCOME TAXES (1,335) (1,122) 14,626 10,688 BENEFIT (PROVISION) FOR INCOME TAXES 514 440 (5,623) (4,172) ------------ ------------ ------------ ------------ NET (LOSS) INCOME $ (821) $ (682) $ 9,003 $ 6,516 ============ ============ ============ ============ NET (LOSS) INCOME PER COMMON SHARE $ (.08) $ (.07) $ .89 $ .63 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES 10,095,925 10,324,826 10,073,152 10,322,384 ============ ============ ============ ============ 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, 1996 1995 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,003 $ 6,516 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 13,644 10,930 Gain on sales of property and equipment (339) (205) Maintenance expense related to disposition of rotable spares 82 90 Increase in deferred income taxes 1,414 1,523 Amortization of deferred credits (1,614) (1,098) Nonairline depreciation and amortization 2,643 1,978 Tax benefit from exercise of common stock options 56 -- Changes in operating assets and liabilities: Decrease (increase) in receivables 4,682 (1,725) Increase in inventories (1,564) (1,690) Decrease in other current assets 1,740 2,288 Increase in trade accounts payable 1,979 6,893 Decrease in other current liabilities (311) (462) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 31,415 25,038 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of available-for-sale securities 628 3,060 Acquisition of property and equipment: Flight equipment (7,611) (41,742) Deposits on flight equipment -- (3,053) Buildings and ground equipment (3,609) (5,234) Rental vehicles (2,850) (2,502) Proceeds from sales of property and equipment 1,538 3,214 Decrease in deposits on flight equipment -- 4,310 Increase in other assets (184) (107) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (12,088) (42,054) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt -- 30,920 Issuance of common stock 708 379 Purchase of treasury stock -- (261) Payment of cash dividends (1,308) (1,755) Reduction of long-term debt (4,797) (2,992) -------- -------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (5,397) 26,291 -------- -------- Increase in cash and cash equivalents 13,930 9,275 Cash and cash equivalents at beginning of period 24,529 27,416 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 38,459 $ 36,691 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 1,431 $ 1,139 Income taxes 3,944 3,090 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, 1996 are not necessarily indicative of the results that may be expected for the year ending March 31, 1997. 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 three and nine months ended December 31, 1996 and 1995, the Company provided for income taxes based upon the estimated annualized effective tax rate. Under the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", the Company has classified the net current and noncurrent deferred tax assets and liabilities, which at December 31, 1996, included a current deferred tax asset of approximately $1.9 million and a deferred tax liability of approximately $15.8 million. Note D - Net Income (Loss) Per Common Share Net income (loss) 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. 7 8 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, ------------------------------------- --------------------------------------- 1996 1995 % Change 1996 1995 % Change --------- --------- --------- ---------- ----------- ----------- Passengers carried 639,599 579,141 10.4% 1,986,371 1,721,704 15.4% Revenue passenger miles (000s) 172,235 152,941 12.6% 540,043 453,900 19.0% Available seat miles (000s) 351,044 312,678 12.3% 1,053,935 938,176 12.3% Passenger load factor 49.1% 48.9% 0.2 pts 51.2% 48.4% 2.8 pts Passenger breakeven load factor 49.4% 49.8% (0.4)pts 48.2% 46.3% 1.9 pts Yield per revenue passenger mile $ .323 $ .323 - $ .329 $ .331 (0.6%) Cost per available seat mile $ .164 $ .166 (1.2%) $ .162 $ .158 2.5% Average passenger trip (miles) 269 264 1.9% 272 264 3.0% For the Three Months Ended December 31, 1996 and 1995 For the quarter ended December 31, 1996, the Company experienced record levels of passenger enplanements and operating revenues. Revenue passenger miles ("RPMs") increased 12.6 percent while available seat miles ("ASMs") increased 12.3 percent due to additional aircraft deliveries related to the Company's equipment transition program. Operating revenues increased to $64.6 million for the quarter ended December 31, 1996, compared to $59.0 million for the quarter ended December 31, 1995. Nonairline revenues decreased slightly to $7.6 million for the quarter ended December 31, 1996, compared to $7.9 million for the quarter ended December 31, 1995. Due to increased fuel costs and a short-fall in passenger traffic at Scenic Airlines, Inc., the Company's results were a net loss of $.8 million or $.08 per share for the quarter ended December 31, 1996, compared to a net loss of $.7 million or $.07 per share for the quarter ended December 31, 1995. Passenger revenues, which represented 86.2 percent of total operating revenues, increased 12.8 percent to $55.7 million for the quarter ended December 31, 1996, compared to $49.4 million or 83.7 percent of total operating revenues for the quarter ended December 31, 1995. The increase is attributable to a 12.6 percent increase in RPMs. The increase in RPMs is due to higher load factors on regional jets which are serving new SkyWest destinations such as San Francisco, California, Pasco, Washington and Colorado Springs, Colorado. The Company has also upgraded service, with regional jets, to previously served destinations in California such as Ontario, Palm Springs and Orange County, as well as Tucson, Arizona. In addition, the Company has acquired 14 new cabin-class Brasilia aircraft which are being used to replace Metroliner aircraft as their leases terminate. The RPMs have also increased as a result of increased passenger acceptance of the Brasilia aircraft and due to better equipment dispatch reliability for these new aircraft. Yield per RPM was flat at $.323 for both quarters ended December 31, 1996 and 1995. As a result, revenue per ASM was also flat at $.163 for both quarters ended December 31, 1996 and 1995. Due to the Company's transition program whereby Metroliner aircraft are being replaced by cabin-class aircraft, ASM's increased 12.3 percent. In addition, as RPM's increased at a faster rate than ASM's, load factor increased .2 points to 49.1 percent for the quarter ended December 31, 1996, compared to 48.9 percent for the quarter ended December 31, 1995. As a result, the negative spread between actual and breakeven load factor was .3 points for the quarter ended December 31, 1996, compared to .9 points for the quarter ended December 31, 1995. Total operating expenses and interest increased 9.5 percent to $66.6 million for the quarter ended December 31, 1996, compared to $60.9 million for the quarter ended December 31, 1995. As a percentage of consolidated operating revenues, total operating expenses and interest were 103 percent for both quarters ended December 31, 1996 and 1995. For the quarter ended December 31, 1996, total airline operating expenses and interest (excluding nonairline expenses) were 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 101 percent of airline operating revenues compared to 102 percent for the quarter ended December 31, 1995. In spite of increased fuel and distribution expenses, airline operating costs per ASM (including interest expense) decreased to 16.4(cent) for the quarter ended December 31, 1996, compared to 16.6(cent) for the quarter ended December 31, 1995. The lower cost per ASM is attributable to flying larger turboprop and jet aircraft which operate at lower unit costs. Factors relating to the change in operating expenses are discussed below. Salaries, wages and employee benefits decreased as a percentage of airline operating revenues to 26.1 percent for the quarter ended December 31, 1996, from 27.1 percent for the quarter ended December 31, 1995, as a result of revenues increasing faster than personnel related expenses. The average number of full-time equivalent employees for the quarter ended December 31, 1996 was 2,160, compared to 2,052 for the quarter ended December 31, 1995. The increase in number of personnel was due to hiring flight attendants and customer service personnel to support increased operations. Salaries, wages, and employee benefits per ASM decreased to 4.2(cent) for the quarter ended December 31, 1996, compared to 4.4(cent) for the quarter ended December 31, 1995. Aircraft costs, including aircraft rent and depreciation, increased as a percentage of airline operating revenues to 22.8 percent for the quarter ended December 31, 1996, from 20.8 percent for the quarter ended December 31, 1995. Aircraft costs per ASM increased slightly to 3.7(cent) for the quarter ended December 31, 1996, compared to 3.4(cent) for the quarter ended December 31, 1995. The increase is due primarily to a decrease in aircraft utilization. Maintenance expense decreased as a percentage of airline operating revenues to 8.3 percent for the quarter ended December 31, 1996, compared to 12.0 percent for the quarter ended December 31, 1995. This decrease was the result of the utilization of more Brasilia aircraft which are more efficient than Metroliner aircraft, as well as a reduction in the average age of the fleet. Maintenance expense per ASM decreased to 1.4(cent) for the quarter ended December 31, 1996, from 2.0(cent) for the quarter ended December 31, 1995. Fuel costs increased as a percentage of airline operating revenues to 14.2 percent for the quarter ended December 31, 1996, from 12.0 percent for the quarter ended December 31, 1995, primarily due to an increase in the average fuel price per gallon to $1.00 from $.86. Fuel costs per ASM increased to 2.3(cent) for the quarter ended December 31, 1996, compared to 1.9(cent) for the quarter ended December 31, 1995, as a result of these increased charges. Other expenses, primarily consisting of commissions, landing fees, station rentals, computer reservation system fees and hull and liability insurance, decreased as a percentage of airline operating revenues to 29.3 percent for the quarter ended December 31, 1996, from 29.6 percent for the quarter ended December 31, 1995. Nonairline expenses were consistent at $8.9 million in each of the quarters ended December 31, 1996 and 1995. Additionally, the average number of full-time equivalent employees was 301 for the quarter ended December 31, 1996, compared to 293 at December 31, 1995. For the Nine Months Ended December 31, 1996 and 1995 For the nine months ended December 31, 1996, the Company experienced record levels of passenger enplanements and operating revenues. Revenue passenger miles increased 19.0 percent while available seat miles increased 12.3 percent due to additional aircraft deliveries related to its equipment transition program. Operating revenues increased to $214.4 million for the nine months ended December 31, 1996, compared to $188.5 million for the nine months ended December 31, 1995. Nonairline revenues decreased slightly to $32.6 million for the nine months ended December 31, 1996, compared to $33.5 million for the nine months ended December 31, 1995. Net income was $9.0 million or $.89 per share for the nine months ended December 31, 1996, compared to $6.5 million or $.63 per share for the nine months ended December 31, 1995. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Passenger revenues, which represented 82.9 percent of total operating revenues, increased 18.4 percent to $177.8 million for the nine months ended December 31, 1996, compared to $150.1 million or 79.6 percent of total operating revenues for the nine months ended December 31, 1995. The increase is attributable to a 19.0 percent increase in RPMs which was offset by a .6 percent decrease in yield per RPM. The increase in RPMs is due to the addition of two regional jets which are serving new SkyWest destinations such as San Francisco, California, Pasco, Washington, and Colorado Springs, Colorado. The Company has also upgraded service, with regional jets, to previously served destinations in California such as Ontario, Palm Springs and Orange County, as well as Tucson, Arizona. In addition, the Company has acquired 14 new cabin-class Brasilia aircraft which are being used to replace Metro aircraft as their leases terminate. The RPMs have also increased as a result of higher passenger acceptance of the Brasilia aircraft and due to better equipment dispatch reliability for these new aircraft. Yield per RPM decreased only .6 percent to $.329 for the nine months ended December 31, 1996, compared to $.331 for the nine months ended December 31, 1995, primarily due to a 3.0 percent increase in the average passenger trip length resulting from the operation of more Canadair Regional Jets where the average trip length is approximately 460 miles. Although yield per RPM decreased .6 percent , revenue per ASM increased 4.8 percent to $17.3 for the nine months ended December 31, 1996, compared to $16.5 for the nine months ended December 31, 1995. Due to the Company's transition program whereby Metroliner aircraft are being replaced by cabin-class aircraft, ASM's increased 12.3 percent. In addition, as RPM's increased at a faster rate than ASM's, load factor increased 2.8 points to 51.2 percent for the nine months ended December 31, 1996, compared to 48.4 percent for the nine months ended December 31, 1995. In addition, the increased passenger enplanements resulted in a positive spread between actual and breakeven load factor of 3.0 points for the nine months ended December 31, 1996, compared to 2.1 points for the nine months ended December 31, 1995. Total operating expenses and interest increased 12.2 percent to $202.0 million for the nine months ended December 31, 1996, compared to $180.1 million for the nine months ended December 31, 1995. As a percentage of consolidated operating revenues, total operating expenses and interest decreased to 94.2 percent for the nine months ended December 31, 1996, from 95.5 percent for the comparable nine months ended December 31, 1995. For the nine months ended December 31, 1996, total airline operating expenses and interest (excluding nonairline expenses) were 94.0 percent of airline operating revenues compared to 95.7 percent for the nine months ended December 31, 1995. The improved margin is the result of increased passenger enplanements and operating revenue which has outpaced the increase in operating expenses. Primarily, as a result of increased fuel and distribution expenses, airline operating costs per ASM (including interest expense) increased to 16.2(cent) for the nine months ended December 31, 1996, from 15.8(cent) for the comparable nine months ended December 31, 1995. Factors relating to the change in operating expenses are discussed below. Salaries, wages and employee benefits decreased as a percentage of airline operating revenues to 24.8 percent for the nine months ended December 31, 1996, from 26.4 percent for the nine months ended December 31, 1995, as a result of revenues increasing faster than personnel related expenses. The average number of full-time equivalent employees for the nine months ended December 31, 1996, was 2,155 compared to 2,041 for the nine months ended December 31, 1995. The increase in number of personnel was due to hiring flight attendants and customer service personnel to support increased operations. Salaries, wages and employee benefits per ASM decreased slightly to 4.3(cent) for the quarter ended December 31, 1996, compared to 4.4(cent) for the quarter ended December 31, 1995. Aircraft costs, including aircraft rent and depreciation, decreased as a percentage of airline operating revenues to 20.2 percent for the nine months ended December 31, 1996, from 20.5 percent for the nine months ended December 31, 1995. Aircraft costs per ASM increased slightly to 3.5(cent) for the quarter ended December 31, 1996, compared to 3.4(cent) for the quarter ended December 31, 1995. Maintenance expense decreased as a percentage of airline operating revenues to 8.5 percent for the nine months ended December 31, 1996, from 10.6 percent for the nine months ended December 31, 1995. This decrease was the result of the utilization of more Brasilia aircraft which are more efficient than Metroliner aircraft, as well as a reduction in the average age of the fleet. Maintenance expense per ASM decreased slightly to 1.5(cent) for the nine months ended December 31, 1996, from 1.7(cent) for the nine months ended December 31, 1995. Fuel costs increased as a percentage of airline operating revenues to 12.4 percent for the nine months ended December 31, 1996, from 10.8 percent for the nine months ended December 31, 1995, primarily due to an increase in the average 10 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) fuel price per gallon to $.94 from $.79. Fuel costs per ASM increased to 2.1(cent) for the nine months ended December 31, 1996, from 1.8(cent) for the nine months ended December 31, 1995, as a result of these increased charges. 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 27.2 percent for the nine months ended December 31, 1996, from 26.6 percent for the nine months ended December 31, 1995. The increase is due primarily to significant rate increases in customer reservation system boarding fees and related passenger handling charges. Nonairline expenses decreased 2.2 percent to $31.0 million for the nine months ended December 31, 1996, compared to $31.7 million for the nine months ended December 31, 1995, due to a decreased volume of activity. Additionally, the average number of full-time equivalent employees was 308 for the nine months ended December 31, 1996, compared to 300 for the nine months ended December 31, 1995. Liquidity and Capital Resources The Company had working capital of $40.7 million and a current ratio of 1.9:1 at December 31, 1996, compared to working capital of $32.8 million and a current ratio of 1.8:1 at March 31, 1996. During the first nine months of fiscal 1997, the Company invested $7.6 million in flight equipment, $6.7 million in buildings, ground equipment and other fixed assets, reduced long-term debt by $4.8 million and paid cash dividends of $1.3 million. The principal sources of cash during the first nine months of fiscal 1997 were $31.4 million provided by operating activities and $2.9 million from the sale of securities, property and equipment, and the issuance of common stock. These factors resulted in a $13.9 million cash and cash equivalents increase. At December 31, 1996, the Company's long-term debt to equity position was 28 percent debt and 72 percent equity compared to 32 percent debt and 68 percent equity at March 31, 1996. SkyWest took delivery of 12 new Brasilia aircraft during the first nine months of fiscal 1997 and has agreed to purchase three additional Brasilia aircraft and related spare parts inventory and support equipment at a future aggregate cost of approximately $24 million, including estimated cost escalations. These aircraft are scheduled for delivery during the remainder of fiscal 1997. 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 aircraft with available cash or acquire the aircraft through third-party long-term loans or lease arrangements. The Company also has options to acquire 10 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 been obtained and are exercisable at any time with no expiration. 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 8.0 percent at December 31, 1996. In addition, the Company has available $.5 million in an unused reducing revolving credit facility bearing interest at the bank's base rate plus one half percent. The amount available under the facility will expire December 1, 1997. There were no amounts outstanding on either of the facilities as of December 31, 1996. 11 12 PART II. OTHER INFORMATION SKYWEST, INC. Item 6: a. Exhibits - Financial Data Schedule Exhibit 27 b. Reports on Form 8-K - There were no reports on Form 8-K filed during the quarter ended December 31, 1996. 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 10, 1997 BY: /s/ Bradford R. Rich ---------------------------------------- Bradford R. Rich Executive Vice President - Finance, Chief Financial Officer and Treasurer 12