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, 2003
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 _________
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES _________ NO X
---------
As of May 9, 2003, there were 14,052,166 shares of Common Stock, par value $.01
per share, issued and outstanding.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION ....................................................... 2
ITEM 1. FINANCIAL STATEMENTS ................................................... 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS .............................................. 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............. 12
ITEM 4. CONTROLS AND PROCEDURES ................................................ 12
PART II. OTHER INFORMATION ........................................................... 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................................ 12
SIGNATURES ............................................................................. 15
EXHIBIT INDEX .......................................................................... 20
i
Forward-Looking Statements
In accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Great Lakes Aviation, Ltd. ("Great Lakes" or the
"Company") notes that certain statements in this Form 10-Q and elsewhere are
forward-looking and provide other than historical information. The Company's
management may also make oral, forward-looking statements from time-to-time.
These forward-looking statements include, among others, statements concerning
the Company's general business strategies, financing decisions and expectations
for funding expenditures and operations in the future. The words, "believe,"
"plan," "continue," "hope," "estimate," "project," "intend," "expect" and
similar expressions reflected in such forward-looking statements are based on
reasonable assumptions, and no statements contained in this Form 10-Q and
elsewhere should be relied upon as predictions of future events. Such statements
are necessarily dependent on assumptions, data or methods that may be incorrect
or imprecise and may be incapable of being realized. The risks and uncertainties
inherent in these forward-looking statements could cause actual results to
differ materially from those expressed in or implied by these statements.
As more fully described in this report, important factors that could cause
results to differ materially from the expectations reflected in any
forward-looking statements include: (1) the Company's dependence on its
code-sharing relationships with United Airlines, Inc., which is undergoing
reorganization under the United States Bankruptcy Code, and Frontier Airlines,
Inc.; (2) the outcome of United's bankruptcy proceedings, including whether
United amends or rejects its code-sharing agreement with the Company; (3) the
Company's ability to pay the restructured current maturities of indebtedness and
operating lease payments, which have been scheduled based on, among other
things, the Company's forecasted revenues; (4) the effect of general economic
conditions on business and leisure travel; (5) domestic and international
terrorism and military action; (6) passenger confidence in the safety of air
travel; (7) fuel costs; (8) seasonality; (9) continued receipt of Essential Air
Service subsidies at currently contemplated rates; and (10) increased insurance
and security expenses.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. Changes may
occur after that date, and the Company does not undertake to update any
forward-looking statements except as required by law in the normal course of its
public disclosure practices.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREAT LAKES AVIATION, LTD.
Balance sheets
(unaudited)
Assets March 31, 2003 December 31, 2002
------------------ -------------------
Current assets:
Cash $ 488,063 $ 357,924
Accounts receivable, net of allowance of $160,000 at
March 31, 2003 and December 31, 2002 7,145,691 8,802,045
Inventories, net 5,010,670 5,325,291
Prepaid expenses and other current assets 247,599 222,630
------------------ -------------------
Total current assets 12,892,023 14,707,890
------------------ -------------------
Property and equipment:
Flight equipment, including aircraft to be returned 147,908,502 147,839,945
Other property and equipment 7,456,846 7,366,312
Less accumulated depreciation and amortization (36,843,452) (34,852,955)
------------------ -------------------
Total property and equipment 118,521,896 120,353,302
------------------ -------------------
Other assets 1,122,344 1,121,044
------------------ -------------------
$ 132,536,263 $ 136,182,236
================== ===================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Note payable and current maturities of long-term debt $ 13,368,097 $ 12,353,104
Long-term debt classified as current 118,305,878 119,858,463
Accounts payable 14,836,515 14,102,042
Accrued liabilities and unearned revenue 10,037,865 9,974,642
Deferred lease payments 5,917,693 5,665,742
------------------ -------------------
Total current liabilities 162,466,048 161,953,993
------------------ -------------------
Long-term debt, net of current maturities 469,074 672,285
Deferred credits 676,876 713,866
Stockholders' equity (deficit):
Common stock, $0.01 par value. Authorized 50,000,000 shares;
issued and outstanding 14,052,166 and 14,052,166 shares at
March 31, 2003 and December 31, 2002 140,522 140,522
Paid-in capital 33,462,257 33,462,257
Accumulated deficit (64,678,514) (60,760,687)
------------------ -------------------
Total stockholders' equity (deficit) (31,075,735) (27,157,908)
------------------ -------------------
$ 132,536,263 $ 136,182,236
================== ===================
See condensed notes to financial statements
2
GREAT LAKES AVIATION, LTD.
Statements of Operations
For the Three Months Ended March 31
(Unaudited)
2003 2002
------------------ ------------------
Operating revenues:
Passenger $ 10,014,815 $ 11,991,186
Public service 5,846,929 7,188,093
Freight, charter, and other 863,953 894,160
------------------ ------------------
Total operating revenues 16,725,697 20,073,439
------------------ ------------------
Operating expenses:
Salaries, wages, and benefits 6,193,660 6,398,234
Aircraft fuel 3,292,860 2,569,185
Aircraft maintenance materials and repairs 2,320,340 1,650,150
Commissions 63,483 324,383
Depreciation and amortization 2,033,623 1,765,824
Aircraft rental 705,889 2,036,082
Other rentals and landing fees 1,511,142 1,883,675
Other operating expense 3,939,262 3,955,162
------------------ ------------------
Total operating expenses 20,060,259 20,582,695
------------------ ------------------
Operating loss (3,334,562) (509,256)
Other expense:
Interest expense, net 583,265 1,873,155
------------------ ------------------
Loss before income taxes (3,917,827) (2,382,411)
Income tax expense -- --
------------------ ------------------
Net loss $ (3,917,827) $ (2,382,411)
================== ==================
Net loss per share:
Basic and Diluted $ (0.28) $ (0.27)
================== ==================
Average shares outstanding:
Basic and Diluted 14,052,166 8,680,186
================== ==================
See condensed notes to financial statements
3
GREAT LAKES AVIATION, LTD.
Statements of Cash Flow
For the Three Months Ended March 31
(Unaudited)
2003 2002
------------------ ------------------
OPERATING ACTIVITIES:
Net loss $ (3,917,827) $ (2,382,411)
Adjustments to reconcile net loss to net cash
provided by Operating Activities
Depreciation, amortization and provision for obsolescence 2,033,623 1,765,824
Change in current operating items:
(Increase)/Decrease in Accounts Receivable 1,656,354 (813,314)
(Increase)/Decrease in Inventories 314,621 306,355
(Increase)/Decrease in Prepaid Expenses and Other Current Assets (24,969) (57,566)
Increase/(Decrease) in Accounts Payable and Accrued Liabilities 734,473 3,258,111
Increase/(Decrease) in Deferred Lease Payments 312,560 1,912,972
------------------ ------------------
Net Cash provided by operating activities 1,108,835 3,989,971
------------------ ------------------
CASH FLOW FROM INVESTING ACTIVITIES
Decrease (increase) in Property and equipment (203,517) (259,696)
------------------ ------------------
Net cash flows used in investing activities (203,517) (259,696)
------------------ ------------------
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Long term debt (775,179) (1,552,690)
Payments on line of credit - (2,893,434)
------------------ ------------------
Net cash used in financing activities (775,179) (4,446,124)
------------------ ------------------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 130,139 (715,849)
Cash and Cash Equivalents, beginning of period 357,924 1,514,565
------------------ ------------------
Cash and Cash Equivalents, end of period $ 488,063 $ 798,716
================== ==================
See condensed notes to financial statements
4
GREAT LAKES AVIATION, LTD.
CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED
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 accounting principles generally
accepted in the United States 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, 2002 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 accounting principles
generally accepted in the United States 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 the recording of passenger
revenues when passenger joint fares are utilized, government air service
subsidies and financial aid, depreciable lives, impairment and obsolescence,
lease termination costs and contractual aircraft return condition costs. Actual
results could differ from those estimates.
The Company
The Company operates as an independent airline and as a code-sharing partner
with United Airlines, Inc. ("United") and Frontier Airlines, Inc. ("Frontier").
At May 1, 2003, The Company served 32 destinations in nine states to and from
Denver as a code sharing partner with both United and Frontier. It also served
four destinations in two states to and from Minneapolis, and two destinations in
two states to and from Phoenix. On February 28, 2003, the Company discontinued
its service to and from the Chicago hub after the United States Department of
Transportation ("DOT") elected to reduce its subsidy funding for service from
Chicago.
Due to significant losses in 2001 and 2002, at December 31, 2002, the Company
had exhausted its outside sources of working capital and funds and was in
arrears in payments to substantially all the institutions providing financing
for the Company's aircraft. On December 31, 2002 and during the first four
months of 2003, the Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation ("Raytheon") and certain other institutions
providing financing for the Company's aircraft. The effect of these
restructurings was to reduce total obligations owing to these creditors as well
as payments of principal and interest. The restructuring with Raytheon also
provided for the return of seven surplus aircraft to Raytheon later in 2003.
There are significant uncertainties regarding the Company's ability to achieve
the necessary cash flow to meet the payments required under the Raytheon and
other restructuring agreements because of a variety of factors beyond the
Company's control, including the outcome of United's reorganization in
bankruptcy and its continuing relationship with the Company; reduced passenger
demand as a result of general economic conditions, public health concerns,
security
5
concerns and foreign conflicts; volatility of fuel prices; and the amount of
Essential Air Service funding and financial support available from the U.S.
government.
The Company's auditors have included in their report dated March 17, 2003 on the
Company's financial statements for the year ended December 31, 2002 an
explanatory paragraph to the effect 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 the fact that it has liabilities in excess of assets
at December 31, 2002.
Stock Option Plans
The Company has adopted The Great Lakes Aviation, Ltd. Option Plan and the 1993
Director Stock Option Plan (the "Plans"). The Plans permit the grant of
qualified incentive stock options or nonqualified stock options covering in the
aggregate 600,000 shares of the Company's common stock to be granted to key
employees, officers and directors of the Company. The Company has elected the
pro forma disclosure option of SFAS 123. The Company will continue applying the
accounting treatment prescribed by the provisions of APB 25. Pro forma net loss
and pro forma net loss per share have been provided as if SFAS 123 were adopted
for all stock-based compensation plans.
The Company applies APB 25 and related interpretations in accounting for the
Plans, both of which are fixed stock option plans. Accordingly, no compensation
cost has been recognized for the Plans as exercise prices are at least equal to
the fair market value of the Company's common stock on the date of grant. The
pro forma information in the following table shows the effect of determining the
compensation expense for the Company's Plans in accordance with SFAS 123:
Three Months Ended March 31
-----------------------------------------
2003 2002
---------------- ----------------
Net loss as reported $ (3,917,827) $ (2,382,411)
Pro forma net loss (3,942,436) (2,410,952)
Basic and diluted loss per (0.28) (0.27)
share as reported
Pro forma basic and diluted (0.28) (0.28)
loss per share
As required, the pro forma disclosures above are based on options granted since
January 1, 1995. For purposes of pro forma disclosures, the estimated fair value
of stock-based compensation plans and other options is amortized to expense
primarily over the vesting period of the options. Consequently, the effect of
applying SFAS 123 will differ in future periods.
New Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." This
statement addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies Emerging Issues Task Force Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)"
("EITF 94-3"). SFAS No. 146 requires that a liability for costs associated with
an exit or disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for exit costs, as defined in EITF 94-3, was recognized
at the date of an entity's commitment to an exit plan. SFAS No. 146 was adopted
by the Company as of January 1, 2003. The adoption of SFAS No. 146 will not have
a material impact on the Company's financial condition or results of operations
unless the Company enters into an exit or disposal activity covered by this
statement.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"), which amends SFAS No.
123, "Accounting for Stock Based Compensation" ("SFAS 123"), by revising the
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS 148 also requires
additional disclosures in annual and interim financial statements related to
stock-based employee compensation. The Company adopted SFAS 148 on December 31,
2002, insofar as it relates to the additional disclosures required for
registrants that account for employee stock-based compensation under Accounting
Principles Bulletin (APB) Opinion 25, "Accounting for Stock Issued to Employees"
("APB 25") and related interpretations.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." These disclosure requirements are effective for
financial statements issued after December 15, 2002. Interpretation No. 45
elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Company adopted Interpretation No. 45
in 2003 and it did not have a material impact on its financial condition or
results of operations.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," which requires the consolidation of variable
interest entities, as defined therein. This Interpretation is applicable to
variable interest entities created after January 31, 2003. Variable interest
entities created prior to February 1, 2003 must be consolidated effective July
1, 2003. Disclosures are currently required if the Company expects to
consolidate any variable interest entities. The Company does not currently
believe that any material entities will be consolidated with the Company as a
result of this Interpretation.
6
Critical Accounting Policies and Estimates
The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States requires the use
of estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements, revenues and
expenses during the reporting period and liabilities in the financial statements
and accompanying notes. Actual results could differ from those estimates. For a
discussion of the Company's critical accounting policies and estimates, see Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2003 AND 2002
The following table sets forth certain financial information regarding the
Company:
Statement of Operations Data
For the Three Months Ended March 31
--------------------------------------------------------------------------
2003 2002
----------------------------------------- ----------------------------
Cents % Increase Cents
Amount Per (decrease) Amount Per
(in 000s) ASM from 2002 (in 000s) ASM
Operating Revenues
Passenger $ 10,015 12.6(cents) (16.5)% $ 11,991 13.9(cents)
Public Service 5,847 7.4 (18.7) 7,188 8.3
Freight, charter, and other 864 1.1 (3.4) 894 1.0
----------- -------- -------- ----------- --------
Total Operating Revenues 16,726 21.1 (16.7) 20,073 23.2
----------- -------- -------- ----------- --------
Operating Expenses
Salaries, wages and benefits 6,194 7.8 (3.2) 6,398 7.4
Aircraft fuel 3,293 4.2 28.2 2,569 3.0
Aircraft maintenance materials and repairs 2,320 2.9 40.6 1,650 1.9
Commissions 64 0.1 (80.2) 324 0.4
Depreciation and amortization 2,034 2.6 15.2 1,766 2.0
Aircraft rental 706 0.9 (65.3) 2,036 2.4
Other rentals and landing fees 1,511 1.9 (19.8) 1,884 2.2
Other operating expense 3,939 5.0 (0.4) 3,955 4.6
----------- -------- -------- ----------- --------
Total Operating Expenses 20,061 25.3 (2.5) 20,582 23.8
----------- -------- -------- ----------- --------
Operating loss (3,335) (4.2) 555.2 (509) (0.6)
----------- -------- -------- ----------- --------
Interest expense 583 0.7 (68.9) 1,873 2.2
----------- -------- -------- ----------- ---------
Net loss $ (3,918) (4.9)(cents) 64.5% $ (2,382) (2.8)(cents)
=========== ======== ======== =========== ========
Selected Operating Data Increase(Decrease)
2003 from 2002 2002
-------- ------------------------- --------
Available Seat Miles (000s) 79,261 (8.4)% 86,516
Revenue Passenger Miles (000s) 25,243 (18.4)% 30,935
Passenger Load Factor 31.8 % (4.0)pts 35.8 %
Passengers carried 93,780 (21.4)% 119,299
Average Yield per Revenue Passenger Mile 39.7(cents) 2.3 % 38.8(cents)
Operating Cost per ASM 25.3(cents) 6.3 % 23.8(cents)
7
Passenger Revenues
Passenger revenues decreased 16.5% to $10.0 million in the first quarter of 2003
from $12.0 million during the first quarter of 2002 due to a 18.4% decrease in
passenger traffic partially offset by a 2.3% increase in yield. Available seat
mile ("ASM") capacity declined 8.4% as a result of a discontinuance of service
at Chicago O'Hare effective February 28, 2003 and a reduction of service in
other markets to match declines in passenger traffic. The decrease in ASMs
together with reduced passenger traffic arising from the depressed economic
climate and war and terrorist concerns resulted in an 18.4% decrease in revenue
passenger miles to 25.2 million in the first quarter of 2003 from 30.9 million
during the same period of 2002.
Public Service Revenues
At March 31, 2003, the Company served 27 communities on a subsidized basis under
the U.S. Department of Transportation Essential Air Service Program. Subsidies
for the three-month periods ended March 31, 2003 and March 31, 2002 were $5.8
million and $7.2 million, respectively. During the first quarter of 2003,
service to Chicago O'Hare was terminated, along with corresponding service to
the subsidized communities of Manistee, Ironwood and Iron Mountain, Michigan and
Oshkosh, Wisconsin.
Operating Expenses
Total operating expenses were $20.1 million, or 25.3 cents per ASM, in the first
quarter of 2003 compared to $20.6 million, or 23.8 cents per ASM, in the first
quarter of 2002. Salaries, wages, and benefits expense decreased 3.2% to $6.2
million in the first quarter of 2003 from $6.4 million during the first quarter
of 2002 as a result of the 8.4% reduction in ASMs, salary cuts and reductions in
staffing levels and hours worked largely as a result of termination of service
to and from Chicago late in the quarter.
Aircraft fuel expenses increased 28.2% to $3.3 million, or 4.2 cents per ASM, in
the first quarter of 2003 from $2.6 million, or 3.0 cents per ASM, in the first
quarter of 2002. This increase is attributed to the Iraq war related
8
37.3% increase in the average price of fuel from $0.99 per gallon in the first
quarter of 2002 to $1.36 per gallon in the first quarter of 2003 that was
partially offset by an 8.4% reduction in available seat miles.
Aircraft maintenance, materials and component repair expense was 2.9 cents per
ASM, or $2.3 million, during the first quarter of 2003 and 1.9 cents per ASM, or
$1.7 million, during the first quarter of 2002. This increase was due to a
concentration of planned engine overhaul and hot sections during the quarter.
Commissions decreased 80.2% to $64,000 in the first quarter of 2003 from
$324,000 during the same period of 2002. On June 12, 2002 the Company followed a
majority of the airline industry by discontinuing paying commissions to travel
agents on tickets sold after that date.
Depreciation and amortization expense increased 15.2% to $2.0 million, or 2.6
cents per ASM, in the first quarter of 2003 from $1.8 million, or 2.0 cents per
ASM, in the first quarter of 2002. This increase primarily resulted from the
conversion of nine leased aircraft to purchased aircraft on December 31, 2002.
Depreciation expense includes $227,000 on six surplus aircraft that will be
returned to Raytheon during 2003 in accordance with the Company's 2002
restructuring agreement with Raytheon.
Aircraft rental expense declined $1.3 million from the first quarter of 2002 to
the first quarter of 2003 due to the purchase of nine formerly leased Beechcraft
1900D aircraft and the return of one leased 1900C aircraft and one leased
Embraer Brasilia aircraft during 2002. Aircraft rental expense includes $66,000
on one surplus aircraft that will be returned to Raytheon during 2003 in
accordance with the Company's 2002 restructuring agreement with Raytheon.
Other rentals and landing fees decreased 19.8% to $1.5 million in the first
quarter of 2003 from $1.9 million in the first quarter of 2002. This reduction
was mainly due to reduced service, primarily the termination of service to the
Chicago O'Hare hub and service to corresponding cities.
Interest Expense
On December 31, 2002, the Company finalized an agreement with Raytheon regarding
lease and debt financing provided by Raytheon for the Company's Beechcraft 1900C
and 1900D aircraft fleet. The restructuring has been accounted for by the
Company in accordance with the provisions of Statement of Financial Accounting
Standards No. 15, "Accounting for Debtors and Creditors for Troubled Debt
Restructurings" ("SFAS 15"). Accordingly, the $22.3 million difference between
the amount of the restructured debt, as recorded by the Company's books pursuant
to SFAS 15, and the contractual principal amounts of the restructured debt (the
"Restructuring Difference") is being amortized as a reduction to the Company's
interest expense over a ten year period.
As the result of the accounting required by SFAS 15, the amortization of the
Restructuring Difference reduced interest expense by $1.0 million in the first
quarter of 2003. In addition, first quarter 2003 interest expense was reduced
due to the reductions of outstanding contractual debt balances and contractual
interest rates as part of the terms of the Company's 2002 restructuring
agreement with Raytheon. First quarter 2003 interest expense was further reduced
due to the April 2002 pay-off and termination of a line of credit with Coast
Business Credit. Offsetting this, the first quarter 2003 interest expense
includes interest related to the Company's 2002 conversion of nine Beechcraft
1900D aircraft leases to $22.5 million of notes payable and the Company's
addition of $0.7 million of non-aircraft debt as the Company's settlement of
past-due aircraft lease amounts owed to Finova Capital Corporation. Interest
expense includes $302,000 related to the debt on six surplus aircraft that will
be returned to Raytheon during 2003 in accordance with the Company's 2002
restructuring agreement with Raytheon.
9
Income Tax Expense (Benefit)
No income tax benefit was recorded for the quarter ended March 31, 2003 because
the realization of any benefits remains substantially in doubt.
Liquidity and Capital Resources
Total cash at March 31, 2003 was $488,000. Net cash provided by operating
activities was $1.1 million and consisted primarily of the net loss of $3.9
million for the first quarter of 2003, non-cash charges from depreciation of
$2.0 million, reduction of accounts receivable of $1.6 million and increased
payables of $1.0 million. These funds were used primarily to make the January
2003 payments to Raytheon required under the Company's 2002 Restructuring
Agreement.
On December 31, 2002 and during the four months of 2003, the Company
restructured its financing agreements with Raytheon and certain other
institutions providing financing for the Company's aircraft. The effect of these
restructurings was to reduce total obligations owing to these creditors as well
as payments of principal and interest. The restructuring with Raytheon also
provides for the return of seven surplus aircraft to Raytheon later in 2003. The
debt and lease rental payments to be made under the restructuring agreements are
closely aligned with previously forecasted cash flows, and any shortfall from
forecasted cash flows may result in the Company's inability to make the
scheduled payments.
10
As a result of declines in traffic and fare levels and higher fuel, insurance
and other costs, the Company did not make its February, March and April payments
under its restructuring agreement with Raytheon. In addition, the Company was
not in compliance with certain financial covenants contained in that agreement.
On April 14, 2003, Raytheon waived the Company's noncompliance until June 15,
2003.
At December 31, 2002 and March 31, 2003, the Company was in arrears on rental
payments to Boeing Capital Corporation ("Boeing") for the lease of two Brasilia
aircraft in the amounts of $3.4 million and $3.8 million, respectively. On April
12, 2003, the Company entered into a letter agreement with Boeing, effective
December 31, 2002, to cancel the unpaid lease installments due as of December
31, 2002, to reduce the monthly rental payments beginning in January 2003 and
continuing through the end of the lease term in 2013, to require the Company to
fund major aircraft overhauls in advance and to give Boeing the right to
terminate the leases at its option with six months notice. The Company will
issue Boeing shares of the Company's preferred stock with a stated value of $3.7
million that will accrue dividends at the rate of 5% annually. Until January 1,
2007, dividends may be paid in kind. Assuming all of the dividends are paid in
kind, the total stated value of the preferred stock on January 1, 2007 is
expected to be $4.5 million. Thereafter, until mandatory retirement of the
preferred stock on December 1, 2011, the 5% annual dividend, which is based upon
the stated value of the preferred stock at January 1, 2007, is to be paid in
cash. The preferred stock will include a provision for early retirement at a
reduced amount under certain circumstances. The Company expects to enter into
definitive agreements relating to the foregoing matters during the second
quarter.
Great Lakes had three notes totaling $5.0 million payable to The CIT
Group/Equipment Financing, Inc. ("CIT") with interest at 8.7% to 9.08% for
financing of three Brasilia aircraft, of which $214,000 and $347,402 was in
arrears at December 31, 2002 and March 31, 2003, respectively. In April 2003,
the notes were combined and modified to provide for reduced monthly payments
through March 2008 at an interest rate of LIBOR plus 275 basis points.
At March 31, 2003, the Company was in compliance with certain of its debt
agreements and had obtained amendments or short-term waivers from its lenders
with respect to any nonpayment of scheduled debt installments or noncompliance
with financial covenants. However, the Company cannot determine with a high
degree of confidence that it will be able to make the required payments, comply
with its debt agreements in the future or obtain extensions to its existing
waivers. Therefore, the amount of the Raytheon and CIT debt that by its terms
would otherwise be due after one year is shown as a long-term obligation
classified as current, and the Company continues to recognize ownership and
lease costs on the aircraft scheduled for return in 2003. Ultimately, the
Company must generate sufficient cash flow to meet its obligations, obtain
additional outside financing or renegotiate its restructured agreements with its
creditors.
The Company's auditors have included in their report dated March 17, 2003 on the
Company's financial statements for the year ended December 31, 2002 an
explanatory paragraph to the effect 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 the fact that it has liabilities in excess of assets
at December 31, 2002.
Seasonally, revenues and cash flows usually increase during the second and third
quarters of the year.
At March 31, 2003, the Company had recorded liabilities of $2.0 million relating
to amounts owed to the Transportation Security Administration ("TSA") for
providing security service at airports served by the Company and passenger
service fees collected from passengers. The Emergency War Supplemental
Appropriation Act of 2003 provides for aid payments to airlines in relation to
amounts of such fees and charges remitted to the TSA. The regulations under
which such funds will be disbursed to the airlines are
11
currently being formulated by the TSA, and the amount of benefits that the
Company may receive under this program has not been determined.
Subsequent Events
In accordance with its lease agreements, on April 28, 2003, the Company gave
notice to Raytheon of its intent to return two Beechcraft Model 1900C aircraft
effective June 30, 2003. The Company has been informed that the U.S. Postal
Service will cease using aircraft to ship mail in the markets currently served
by these aircraft. Mail revenues related to these aircraft during the first
quarter of 2003 were approximately $610,000.
The Federal Aviation Administration is currently considering proposals to
increase estimates of passenger and baggage weights for use in comparing total
aircraft weight against aircraft limitations. Weight limitations normally impact
operations when the aircraft are operating in hot weather or with full passenger
loads. There may be modification of aircraft specifications to accommodate the
new weight standards. Accordingly, the Company is unable to estimate the
negative impact, if any, of the proposed increases in weight standards on
passenger revenues.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of quantitative and qualitative disclosures about market risk,
see Item 7A of the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, which is hereby incorporated by reference.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days of filing this report, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Treasurer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Treasurer, concluded that the Company's disclosure controls and
procedures were effective in ensuring that material information relating to the
Company with respect to the period covered by this report were made known to
them. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of such evaluation.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
3.1 Amended and Restated Articles of Incorporation. (1)
3.2 Amended and Restated Bylaws. (1)
4.1 Specimen Common Stock Certificate. (1)
10.1 Airport/Airport Facilities Lease Agreement, dated November 1,
1989, by and between Minneapolis-St. Paul Airport and the
Company. (1)
10.2 Great Lakes Aviation, Ltd. 1993 Stock Option Plan. (1)
12
10.3 1993 Director Stock Option Plan. (1)
10.4 Great Lakes Aviation, Ltd. Employee Stock Purchase Plan. (1)
10.5 Restructuring Agreement, dated December 31, 2002, by and
between Raytheon Aircraft Credit Corporation and the Company.
(2)
10.6 Group A Return Conditions Note, dated December 31, 2002, issued
by the Company to Raytheon Aircraft Credit Corporation. (2)
10.7 Form of Promissory Note, dated December 31, 2002, issued by the
Company to Raytheon Aircraft Credit Corporation. (2)
10.8 Form of Security Agreement, dated December 31, 2002, by and
between Raytheon Aircraft Credit Corporation and the Company.
(2)
10.9 Form of First Amendment to Lease Agreement, dated December 31,
2002, by and between Raytheon Aircraft Credit Corporation and
the Company. (2)
10.10 Deferral Note, dated December 31, 2002, issued by the Company
to Raytheon Aircraft Credit Corporation. (2)
10.11 Senior Note, dated December 31, 2002, issued by the Company to
Raytheon Aircraft Credit Corporation. (2)
10.12 Subordinated Note, dated December 31, 2002, issued by the
Company to Raytheon Aircraft Credit Corporation. (2)
10.13 Security Agreement, dated December 31, 2002, by and between
Raytheon Aircraft Credit Corporation and the Company. (2)
10.14 Fourth Amendment to Security Agreement, dated December 31,
2002, by and between Raytheon Aircraft Credit Corporation and
the Company. (2)
10.15 Amended and Restated Security Agreement, dated December 31,
2002, by and between Raytheon Aircraft Credit Corporation and
the Company. (2)
10.16 Form of Lockup Agreement, dated December 31, 2002. (2)
10.17 Press Release, dated December 31, 2002. (2)
10.18 Settlement Agreement and Covenant Not to Execute, dated August
1, 2002, by and between Finova Capital Corporation and the
Company. (2)
10.19 Deferral Agreement, dated November 1, 2002, by and between
Finova Capital Corporation and the Company. (2)
10.20 Employment Agreement, dated December 31, 2002, by and between
Douglas G. Voss and the Company. (2)
13
10.21 Employment Agreement, dated December 31, 2002, by and between
Charles R. Howell IV and the Company. (2)
10.22 Letter Agreement, dated April 11, 2003, by and between Boeing
Capital Corporation and the Company. (2)
10.23 Code Share and Regulatory Cooperation and Marketing Agreement,
dated February 1, 2001, by and between United Airlines, Inc. and
the Company. Filed herewith.
10.24 Code Share Agreement, dated May 3, 2001, by and between Frontier
Airlines, Inc. and the Company, as amended on February 8, 2002.
Filed herewith.
99.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.
99.2 Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, Registration No. 33-71180.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002.
b) Reports on Form 8-K
On January 8, 2003, the Company filed a Current Report on Form 8-K
relating to its financial restructuring with Raytheon and the promotion
of Charles R. Howell IV to Chief Executive Officer.
14
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 9, 2003 By: /s/ Charles R. Howell IV
----------------------------------
Charles R. Howell IV
Chief Executive Officer
By: /s/ Michael L. Tuinstra
----------------------------------
Michael L. Tuinstra
Treasurer
15
CERTIFICATIONS
CERTIFICATION PURSUANT TO RULE 13a-14
I, Charles R. Howell IV, Chief Executive Officer of Great Lakes Aviation,
Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great Lakes
Aviation, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
16
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: May 9, 2003 By: /s/ Charles R. Howell IV
---------------------------------
Charles R. Howell IV
Chief Executive Officer
17
CERTIFICATION PURSUANT TO RULE 13a-14
I, Michael L. Tuinstra, Treasurer (Principal Accounting and Financial
Officer) of Great Lakes Aviation, Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great Lakes
Aviation, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
18
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: May 9, 2003 By: /s/ Michael L. Tuinstra
-----------------------------------------------
Michael L. Tuinstra
Treasurer
(Principal Accounting and Financial Officer)
19
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------------------------------------------------------
10.23 Code Share and Regulatory Cooperation and Marketing
Agreement, dated February 1, 2001, by and between United
Airlines, Inc. and the Company.
10.24 Code Share Agreement, dated May 3, 2001, by and between
Frontier Airlines, Inc. and the Company, as amended on
February 8, 2002.
99.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.