SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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 No. 0-23224
GREAT LAKES AVIATION, LTD.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
IOWA 42-1135319
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1022 Airport Parkway, Cheyenne, Wyoming 82001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 432-7000
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 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
------------- ---------------
As of May 15, 2002, there were 8,680,186 shares of Common Stock, par value $.01
per share, issued and outstanding.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION...................................................................... 1
Item 1. Financial Statements....................................................................... 1
a) Condensed Balance Sheets - unaudited
March 31, 2002 and December 31, 2001........................................... 1
b) Condensed Statements of Operations - unaudited
Three months ended March 31, 2002 and 2001..................................... 2
c) Condensed Statements of Cash Flows - unaudited
Three months ended March 31, 2002 and 2001..................................... 3
d) Condensed Notes to the unaudited
Interim Financial Statements................................................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................................. 5
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.......................................................................... 9
PART II. OTHER INFORMATION.......................................................................... 10
Item 1. Legal Proceedings.......................................................................... 10
Item 2. Changes in Securities and Use of Proceeds.................................................. 10
Item 3. Defaults Upon Senior Securities............................................................ 10
Item 4. Submission of Matters to a Vote of Security Holders........................................ 10
Item 5. Other Information.......................................................................... 10
Item 6. Exhibits and Reports on Form 8-K........................................................... 10
SIGNATURES........................................................................................... 11
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREAT LAKES AVIATION, LTD
Balance Sheets
(in thousands, except share information)
(unaudited)
March 31, 2002 December 31, 2001
-------------- -----------------
ASSETS
CURRENT ASSETS:
Cash $ 799 $ 1,515
Accounts receivable, net allowance for doubtful accounts
of $160 10,650 9,837
Inventories, net 7,397 8,100
Prepaid expenses and other current assets 1,421 1,364
--------- ---------
Total current assets 20,267 20,816
--------- ---------
PROPERTY AND EQUIPMENT:
Flight equipment 132,343 132,343
Other property and equipment 7,324 7,064
Less accumulated depreciation and amortization (31,568) (30,199)
--------- ---------
Total property and equipment 108,099 109,208
OTHER ASSETS 2,087 2,087
--------- ---------
$ 130,453 $ 132,111
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Notes payable and current maturities of long-term debt $ 26,402 $ 28,508
Long-term debt classified as current 80,354 82,347
Accounts payable 15,685 16,647
Deferred lease payments 8,227 6,235
Accrued liabilities and unearned revenue 11,437 7,109
--------- ---------
Total current liabilities 142,105 140,846
--------- ---------
LONG-TERM DEBT, net of current maturities 4,380 4,727
DEFERRED LEASE PAYMENTS 1,825 1,904
DEFERRED CREDITS 3,022 3,130
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.01 par value; 50,000,000 shares
authorized, 8,680,186 shares issued and
outstanding at March 31, 2002 and December 31, 2001 86 86
Paid-in capital 31,367 31,367
Accumulated deficit (52,332) (49,949)
--------- ---------
Total stockholders' equity (deficit) (20,879) (18,496)
--------- ---------
$ 130,453 $ 132,111
========= =========
See condensed notes to financial statements.
1
GREAT LAKES AVIATION, LTD.
Statements of Operations
For the Three Months Ended March 31
(Unaudited)
(in thousands, except share and per share information)
2002 2001
----------- -----------
OPERATING REVENUES:
Passenger $ 11,991 $ 23,131
Public service 7,188 3,362
Freight, charter and other 894 1,437
----------- -----------
Total operating revenues 20,073 27,930
----------- -----------
OPERATING EXPENSES:
Salaries, wages and benefits 6,398 9,071
Aircraft fuel 2,569 5,065
Aircraft maintenance, materials
and component repairs 1,650 4,944
Commissions 324 767
Depreciation and amortization 1,766 1,733
Aircraft rental 2,036 2,331
Other rentals and landing fees 1,884 2,158
Other operating expenses 3,955 7,832
----------- -----------
Total operating expenses 20,582 33,901
----------- -----------
Operating income (loss) (509) (5,971)
Interest expense 1,873 2,657
----------- -----------
NET INCOME (LOSS) $ (2,382) $ (8,628)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (.27) $ (1.00)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 8,680,186 8,657,651
See condensed notes to financial statements.
2
GREAT LAKES AVIATION, LTD.
Statements of Cash Flow
For the Three Months Ended March 31
(Unaudited)
(in thousands)
2002 2001
-------- --------
OPERATING ACTIVITIES:
Net income (loss) $(2,382) $(8,628)
Adjustments to reconcile net (loss) income to net cash used in
operating activities
Depreciation and amortization 1,766 1,639
Change in current operating items:
Accounts receivable, net (813) (544)
Inventories, net 306 (23)
Prepaid expenses and other current assets (58) 101
Accounts payable and accrued liabilities 3,258 3,366
Deferred lease payments and deferred credits 1,913 1,431
------- -------
Net cash flows provided by operating acitivies 3,990 (2,658)
------- -------
INVESTING ACTIVITIES:
Purchases of flight equipment and
other property and equipment (260) (34)
------- -------
Net cash flows provided used in investing activities (260) (34)
------- -------
FINANCING ACTIVITIES:
Bank Overdraft - 1,811
Repayment of notes payable and long-term debt (1,553) (307)
Payments on line of credit (2,893) (364)
------- -------
Net cash flows used in financing activities (4,446) 1,140
------- -------
NET CHANGE IN CASH (716) (1,552)
CASH:
Beginning of period 1,515 1,996
------- -------
End of period $ 799 $ 444
======= =======
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for interest $ 91 $ 630
======= =======
See condensed notes to financial statements.
3
GREAT LAKES AVIATION, LTD.
CONDENSED NOTES TO THE UNAUDITED
INTERIM FINANCIAL STATEMENTS
General
The financial statements included herein have been prepared by Great Lakes
Aviation, Ltd. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the financial statements includes normal recurring adjustments and reflects
all adjustments, which are, in the opinion of management, necessary for a fair
presentation of such financial statements. The Company's business is seasonal
and, accordingly, interim results are not necessarily indicative of results for
a full year. Certain information and footnote 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 disclosures are adequate to
make the information presented not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements for
the year ended December 31, 2001 and the notes thereto included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates include government subsidies, depreciable lives,
impairment and obsolescence and lease termination costs. Actual results could
differ from those estimates.
The Company
The Company operates as an independent airline and as code-sharing partners with
United Airlines, Inc. ("United") and Frontier Airlines, Inc ("Frontier"). At May
1, 2002, The Company served 35 destinations in 10 states to and from Denver. It
also served 5 destinations in 3 states to and from Chicago, 6 destinations in 3
states to and from Minneapolis, and 3 destinations in 3 states to and from
Phoenix.
Due to significant losses in 2000, 2001 and the first three months of 2002, the
Company has exhausted its outside sources of working capital and has no
financing agreements in place under which it can secure additional funds. As
more fully described below, the Company is in arrears in its payments to
substantially all the institutions providing financing for the Company's
aircraft, which has resulted in substantially all of its long-term debt being
reclassified into current liabilities at March 31, 2002. The Company is
attempting to secure additional equity financing and a restructuring of its
obligations with its major creditors. No assurances can be made that the Company
will be successful in securing such equity financing and financial
restructuring.
The Company's auditors have included in their report dated April 10, 2002 on the
Company's financial statements for the year ended December 31, 2001 an
explanatory paragraph to the effect
4
that substantial doubt exists regarding the Company's ability to continue as a
going concern due to the Company's recurring losses from operations and limited
sources of additional liquidity.
New Accounting Pronouncements
Effective January 1, 2002, the Company has adopted FASB Statement No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets"(FAS 144). The
statement addresses financial accounting and reporting related to the impairment
of assets and is effective for years beginning after December 15, 2001. While
Statement No. 144 supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, it retains many
of the fundamental provisions of that Statement. Statement No. 144 also
supersedes the accounting and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations-Reporting the Effects of Disposal of A
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. The
adoption of FAS 144 had no effect on the Company's financial position or results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The discussion and analysis in this section and in the notes to the financial
statements contain certain forward-looking terminology such as "believes,"
"anticipates," "will," and "intends," or comparable terminology which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Potential purchasers of the Company's securities are cautioned not to
place undue reliance on such forward-looking statements which are qualified in
their entirety by the cautions and risks described herein and in other reports
filed by the Company with the Securities and Exchange Commission.
5
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND 2001
The following table sets forth certain financial information regarding the
Company:
Statement of Operations Data
For the Three Months Ended March 31
------------------------------------------------------------
2002 2001
------------------------------------- ----------------------
Cents % Increase Cents
Amount Per (decrease) Amount Per
(in 000s) ASM from 2001 (in 000s) ASM
Operating Revenues
Passenger $ 11,991 13.9 (48.2)% $ 23,131 19.6
Public Service 7,188 8.3 113.8 3,362 2.8
Other 894 1.0 (37.8) 1,437 1.2
-------- ---- ----- -------- ----
Total Operating Revenues 20,073 23.2 (28.1) 27,930 23.6
-------- ---- ----- -------- ----
Operating Expenses
Salaries, wages and benefits 6,398 7.4 (29.5) 9,071 7.7
Aircraft fuel 2,569 3.0 (49.3) 5,065 4.3
Aircraft maintenance, materials
and component repairs 1,650 1.9 (66.6) 4,944 4.2
Commissions 324 0.4 (57.8) 767 0.6
Depreciation and amortization 1,766 2.0 1.9 1,733 1.5
Aircraft rental 2,036 2.4 (12.7) 2,331 2.0
Other rentals and landing fees 1,884 2.2 (12.7) 2,158 1.8
Other operating expense 3,955 4.6 (49.5) 7,832 6.6
-------- ---- ----- -------- ----
Total Operating Expenses 20,582 23.8 (39.3) 33,901 28.7
-------- ---- ----- -------- ----
Operating income (loss) (509) - (91.5) (5,971) -
-------- ---- ----- -------- ----
Interest expense $ 1,873 2.2 (29.5) $ 2,657 2.2
======== ==== ===== ======== ====
Selected operating Data Increase(Decrease)
2002 from 2001 2001
------- ------------------ -------
Available Seat Miles (000s) 86,516 (26.8)% 118,126
Revenue Passenger Miles (000s) 30,935 (41.3)% 52,709
Passenger Load Factor 35.8% (8.8)pts 44.6%
Passengers carried 119,299 (46.4)% 222,742
Average Yield per Revenue Passenger Mile 38.8(cent) (11.6)% 43.9(cent)
Operating Revenues
Operating revenues decreased 28.1% to $20.1 million in the first quarter of 2002
from $27.9 million during the first quarter of 2001. The decrease in operating
revenues is the result of a 46.4% decrease in revenue passengers carried to
119,299 in the first quarter of 2002 from 222,742 during the same period of 2001
and a 11.6% decrease in yield to 38.8 cents in the first quarter of 2002 from
43.9 cents during the same period of 2001. Available Seat Miles decreased 26.8%
to 86,516 during the first quarter of 2002 from 118,126 for the same period of
2001. These decreases are a result of a reduction in scheduled operating levels
during the quarter to focus on Essential Air Service cities and routes which
could be expected to generate positive cash flow during the normally light first
quarter traffic period.
6
Essential Air Service Program
At March 31, 2002, the Company served 29 essential air service communities on a
subsidized basis. The Company earned $7.2 million and $3.4 million in essential
air service subsidies for the three months ended March 31, 2002 and 2001,
respectively. The increase in EAS revenues was primarily due to increased
subsidy rates.
Operating Expenses
Total operating expenses were $20.6 million, or 23.8 cents per ASM, in the first
quarter of 2002 compared to $33.9 million or 28.7 cents per ASM in the first
quarter of 2001. Salaries, wages, and benefits expense decreased 29.5% to $6.4
million in the first quarter of 2002 from $9.1 million during the first quarter
of 2001, as a result of reductions in staffing levels, hours worked and salary
cuts.
Aircraft fuel expenses decreased 49.3%, to $2.6 million, or 3.0 cents per ASM in
the first quarter of 2002 from $5.1 million, or 4.3 cents in the first quarter
of 2001. This decrease was due to declining fuel prices during the first quarter
of 2002 and substantially reduced operating levels.
Aircraft maintenance, materials and component repair expense was 1.9 cents per
ASM or $1.6 million during the first quarter of 2002 and 4.2 cents per ASM or
$4.9 million during the first quarter of 2001. The first quarter of 2001 had a
high level of Beechcraft 1900D scheduled engine overhaul activity. In late 2001,
the Company became the first operator of this equipment to be permitted by the
Federal Aviation Administration to adopt an "on-condition" maintenance program
which effectively extends the time between engine overhaul activities.
Aircraft lease expense in 2002 includes $103,000 of expense related to the early
termination of the lease of one of the Embraer Brasilias. The amount of
termination costs associated with the potential disposition of other surplus
leased aircraft is unknown, but will be recorded as decisions and agreements are
reached to dispose of such aircraft and costs are determined. (See Liquidity and
Capital Resources below.)
Commissions decreased 57.8% to $324,000 in the first quarter of 2002, from
$767,000 during the same period of 2001, as a result of lower commission rates,
decreased gross revenues, and increasing direct sales through the Internet.
Other operating expenses decreased to $3.9 million or 4.6 cents per ASM in the
first quarter of 2002 from $7.8 million or 6.6 cents per ASM in the first
quarter of 2001. The decrease is primarily due to the elimination of certain
fees associated with the former United Express agreement and lower levels of
operations.
Interest Expense
The decrease in interest expense from $2.7 million in the first quarter of 2001
to $1.9 million in the first quarter of 2002 is due to reduced interest rates as
the majority of the Company's fleet is financed at variable interest rates.
7
Income Tax Expense (Benefit)
No income tax benefit was recorded for the quarter ended March 31, 2002 due to
the fact that the Company is in a loss carry forward position and that the
realization of any such benefits are substantially in doubt.
Liquidity and Capital Resources
The Company was able to improve its results during the first three months of
2002 as compared to the same period in 2001 primarily as a result of more
closely matching the level of operations to available traffic and subsidy
revenues which increased from $3.4 million in the 2001 period to $7.2 million in
the 2002 period. The loss in the first quarter of 2002 was $2.4 million, down
from an $8.6 million loss in the first quarter of 2001. Included in the 2002
loss was rent and other expenses of $2.1 million related to aircraft in excess
of those, including spare aircraft, necessary to operate the first quarter's
flight schedule. The Company plans to use these surplus aircraft in an expanded
future schedule or eliminate them from the fleet as circumstances warrant.
Net cash from operations of $4.0 million was used to purchase equipment,
primarily related to the Company's new reservation system, of $260,000, reduce
the line of credit by $2.9 million and reduce long-term debt by $1.6 million.
Seasonally, revenues and cash flows usually increase during the second and third
quarters of the year.
The Company continues to be in arrears in its payments to two major creditors
providing financing for substantially all of its aircraft. At March 31, 2002, it
had outstanding obligations to Raytheon Aircraft Credit Corporation ("Raytheon")
of $113.2 million including past due principal, interest and lease installments
of $16.0 million.
On May 14, 2002, the Company entered into an agreement setting forth certain
preconditions which the Company must meet to induce Raytheon to consider a
possible restructuring of Great Lakes' obligations to Raytheon. Among other
things, the agreement commits Great Lakes to provide Raytheon with evidence that
the Company has received a conditional commitment for new equity capital in an
amount not less than $5 million, which would be contingent on an acceptable
restructuring of the Raytheon debt, by not later than June 17, 2002. It also
obligates Great Lakes to make payments of at least $800,000 monthly commencing
May 14, 2002, until the closing of the restructuring. In turn, while Raytheon
has made no specific commitment to do so, the Company expects to achieve a
conversion of a portion of the Raytheon debt into equity and to be able to
return its surplus Beechcraft aircraft to Raytheon. If the Company is
unsuccessful in complying with the requirements of the letter agreement,
Raytheon may take other actions to resolve the outstanding amounts and lease
obligations due it by Great Lakes.
As of May 17, 2002 the Company has returned two Beechcraft 1900C cargo aircraft
which were on month to month leases and one Beechcraft 1900D passenger aircraft
to Raytheon. One Embraer Brasilia leased from Finova was returned in March 2002.
With the loss of two Beechcraft 1900D aircraft due to a hangar fire, the
Company's current fleet consists of 37 Beechcraft 1900D aircraft, two Beechcraft
1900C aircraft, and seven Embraer Brasilias for a total fleet count of 46
aircraft.
8
Subsequent Events
On April 30, 2002 the Company fully paid and terminated the line of credit with
Coast Business Credit.
On May 14, 2002 one owned Beechcraft 1900D and one leased Beechcraft 1900D,
along with spare parts and equipment, were destroyed by fire in a Company
maintenance hangar located in Grand Island, Nebraska. The hangar facility, owned
by the Hall County Airport Authority, was undergoing door modification at the
time of the fire. The Company estimates that the total value of the destroyed
aircraft, parts and equipment was approximately $11 million, and was covered by
insurance. The Company believes that its insurance company will ultimately
recover its payments from third parties. A substantial portion of these proceeds
will be remitted to the Company's creditors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes to the information reported in the
Company's 2001 Annual Report on Form 10-K for the year ended December
31, 2001.
9
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 27, 2002, Finova Capital Corporation ("Finova") filed suit
against the Company in the United States District Court for the
District of Arizona No. Civ. 02-0362 PHX SMM. Finova alleges that the
Company breached two airplane lease agreements. Finova seeks damages,
costs and attorney's fees. The Company filed an answer to this
complaint. The Company has returned one of these aircraft to Finova,
expects to return the second aircraft by September 2002 and is
negotiating a resolution of remaining outstanding obligations under
the leases. The Company is also a party to routine litigation
incidental to its business, none of which is likely to have a material
effect on the Company's financial statements.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
None.
b) Reports on Form 8-K
The registrant filed no Current Reports on Form 8-K for the quarter
ended March 31, 2002.
Subsequent to the quarter ended March 31, 2002, the Company filed a
Current Report on Form 8-K relating to a notice that the Company
received from Nasdaq indicating that its securities are subject to
delisting from the Nasdaq Smallcap Market.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.
GREAT LAKES AVIATION, LTD.
Dated: May 20, 2002 By: /s/ Douglas G. Voss
--------------------------------
Douglas G. Voss
President and Chief
Executive Officer
By: /s/ Michael L. Tuinstra
--------------------------------
Michael L. Tuinstra
Treasurer
11