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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 0-23224
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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, WY 82001
(Address of principal executive offices)
Registrant's telephone number, including area code: (307)432-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $.01
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 26, 2001 was approximately $6,108,096.
As of March 26, 2001, there were 8,657,651 shares of Common Stock of the
registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the documents listed below have been incorporated by
reference into the indicated part of this Form 10-K.
DOCUMENT INCORPORATED PART OF FORM 10-K
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Proxy Statement for 2001 Annual Meeting of Shareholders Part III
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FORM 10-K INDEX
PAGE
--------
PART I.................................................................... 1
Item 1. BUSINESS.................................................... 1
Item 2. PROPERTIES.................................................. 6
Item 3. LEGAL PROCEEDINGS........................................... 6
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 6
PART II................................................................... 7
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS......................................... 7
Item 6. SELECTED FINANCIAL AND OPERATING DATA....................... 8
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 9
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 16
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 17
Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES....................................... 37
PART III.................................................................. 37
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 37
Item 11. EXECUTIVE COMPENSATION...................................... 37
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 37
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 37
PART IV................................................................... 37
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K......................................................... 37
SIGNATURES................................................................ 40
EXHIBIT INDEX............................................................. 41
i
PART I
ITEM 1. BUSINESS
FORWARD-LOOKING INFORMATION
In accordance with the "safe harbor" provisions of the Private Securities
Reform Act of 1995, Great Lakes Aviation, Ltd. ("Great Lakes" or the "Company")
notes that certain statements in this Form 10-K and elsewhere which are
forward-looking and which provide other than historical information, involve
risks and uncertainties that may impact the Company's results of operations.
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. When used herein, 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-K 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.
Important factors that could cause actual results to differ materially from
the expectations reflected in any forward-looking statement herein include among
other things: (1) the Company's dependence on its relationship with United
Airlines; (2) potential code-sharing agreements with other airlines; (3) the
effect of general economic conditions on the Company; (4) fuel costs; and
(5) seasonality.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only of the day hereof. The information
contained in this Form 10-K is believed by the Company to be accurate as of the
date hereof. Changes may occur after that date and the Company will not update
that information except as required by law in the normal course of its public
disclosure practices.
GENERAL
Great Lakes is a regional airline, which during 2000 operated under the
marketing identity United Express. On February 1, 2001, the Company and United
Airlines, Inc. ("United") entered into a new three-year code sharing partnership
which, as more fully described below, changes the identity under which the
Company will operate in the future. As of December 31, 2000, the Company's fleet
consisted of 40 Beechcraft Model 1900D 19-passenger aircraft and eight Embraer
Brasilia Model 120 30-passenger aircraft. The Company also has four Beechcraft
Model 1900C aircraft being used exclusively for freight operations.
UNITED EXPRESS AND CODE SHARING RELATIONSHIP
At December 31, 2000, the Company served 57 destinations in 14 states
located in the Upper Midwest and West Mountain region, with connections to
United at Chicago O'Hare, Denver, and Minneapolis/St. Paul. The Company has been
operating as a "United Express" carrier since 1992.
On February 1, 2001, the Company and United entered into a new three-year
code sharing agreement which will become effective May 1, 2001. Under this new
agreement, the Company no longer will operate under the name "United Express";
rather, it will operate under its own name and be displayed in reservations
systems under its own code when it is not flying a segment as part of a code
sharing flight. The agreement provides for use of United's flight designator for
Great Lakes flights connecting with United flights in Denver and Chicago, and
permits the Company to enter into code sharing agreements with certain other
carriers. The Company will continue to participate in United's Mileage Plus
frequent flyer
1
program. The agreement also requires United to provide financial support to
Great Lakes to cover a portion of the Company's cost of returning to marketing
itself under its own identity.
The Company is in code sharing negotiations with another carrier which, if
successful, would substantially increase the availability of long-haul
connections under a single carrier service identity for its customers at the
Company's Denver Hub.
MARKETS
Great Lakes provides direct and connecting service to and from three major
cities. At December 31, 2000, the Company operated 105 departures daily from
Denver, 47 departures daily from Chicago O'Hare, and seven departures daily from
Minneapolis/St. Paul.
ESSENTIAL AIR SERVICE PROGRAM
The Airline Deregulation Act of 1978 ("The Deregulation Act") allowed
airlines great freedom to introduce, increase and generally reduce or eliminate
service to existing markets. Under the Essential Air Service Program, which is
administered by the Department of Transportation (DOT), certain communities that
received scheduled air service prior to the passage of the Deregulation Act are
guaranteed specified levels of "essential air service." The DOT may authorize
federal subsidies to compensate a carrier providing essential air service in
otherwise unprofitable or minimally profitable markets. If these subsidies are
eliminated the Company may discontinue service to some or all of the subsidized
communities.
At December 31, 2000, the Company served 27 essential air service
communities on a subsidized basis. The Company received $14.9 million,
$16.2 million, and $15.0 million in essential air service subsidies for the
years ended December 31, 2000, 1999, and 1998, respectively. An airline serving
a community that qualifies for essential air services is required to give the
DOT advance notice before it may terminate, suspend or reduce service. Depending
on the circumstances, the DOT may require the continuation of existing service
until a replacement carrier is found. EAS rates are normally set for two-year
periods. Significant fluctuations of fuel and other costs can affect the
profitability of EAS services during the two-year term.
AIRCRAFT
At December 31, 2000, the Company's fleet consisted of 44 Beechcraft 1900
aircraft and eight Embraer passenger aircraft, of which 40 Beechcraft 1900D
aircraft and eight Embraer Brasilia aircraft were operated in scheduled
passenger service. The remaining four Beechcraft 1900 aircraft are being
utilized exclusively for scheduled mail and freight operations. The Beechcraft
1900 aircraft are pressurized, radar equipped and offer a 300-mile per hour
cruising speed for 19 passengers, plus cargo, with a range of 850 miles. The
Beechcraft 1900 aircraft is widely regarded by airlines as an efficient and
reliable aircraft for regional service. As of December 31, 2000, the Company
owned 28 of its Beechcraft 1900 aircraft and leased the remaining 16 under
agreements with remaining terms ranging from nine to thirteen years.
The 30 passenger Embraer Brasilia aircraft are equipped with advanced
avionics, have restrooms, are staffed with a flight attendant and offer a
330-mile per hour cruising speed with a range of 750 miles. As of December 31,
2000, the Company owned four of its Embraer Brasilia aircraft and leased the
remaining four under agreements with remaining terms ranging from two to eleven
years.
2
SUMMARY OF AIRCRAFT ADDITIONS AND DELETIONS
The table below shows the number and type of aircraft operated by the
Company on January 1, 2000 and December 31, 2000.
DECEMBER 31,
2000
JANUARY 1, DECEMBER 31, -------------------
2000 2000 OWNED LEASED
---------- ------------ -------- --------
Beechcraft 1900C........................ 4 4 -- 4
Beechcraft 1900D........................ 40 40 28 12
Embraer 120............................. 8 8 4 4
-- -- -------- --
Total................................. 52 52 32 20
== == ======== ==
As of December 31, 2000, the average ages of the Company's owned and leased
aircraft were 6.3 and 5.2 years, respectively. As of December 31, 1999, the
average ages of the Company's owned and leased aircraft were 5.3 and 4.2 years,
respectively.
AIRCRAFT DEBT AND LEASES
Raytheon Aircraft Corporation together with its financing affiliate
(collectively, "Raytheon") is the Company's primary aircraft supplier and
largest creditor. The Company has financed all but one of its Beechcraft 1900
aircraft and one of its Brasilia aircraft under lease and debt agreements with
Raytheon. Raytheon had also provided a $5 million working capital line of credit
and a $5 million short-term loan, both of which were collateralized by all
Beechcraft spare parts and equipment and accounts receivable. The short-term
loan was paid on January 7, 2000 from the proceeds of a line of credit entered
into with Coast Business Credit and on December 1, 2000, the Company converted
the remaining balance on the working capital line to a three-year term loan
which is also collateralized by all Beechcraft spare parts and equipment and
accounts receivable. In addition, as part of a short-term financing in 1997,
Raytheon was granted a ten year warrant to purchase one million shares of the
Company's common stock at a price of $.75 per share. On October 5, 2000, the
Company exercised the call option and retired the warrant after tendering
payment of $281,750 to Raytheon.
The Company has financed seven of its Brasilia aircraft through lease and
debt agreements with other unrelated entities (collectively, the "Brasilia
Agreements").
MAINTENANCE
The FAA mandates periodic inspection and maintenance of commercial aircraft.
The Company performs most maintenance and inspection of its aircraft and engines
(except engine overhaul) using its own personnel. Heavy maintenance bases are
located at Cheyenne, Wyoming; Huron, South Dakota; Grand Island, Nebraska and
Spencer, Iowa. The Spencer location will be consolidated with the Cheyenne
facility on May 30, 2001. Line maintenance is also performed in Denver, Colorado
and at Chicago, O'Hare. The Company attempts to perform its maintenance at
locations where its aircraft are stored overnight to reduce maintenance costs
and promote a higher level of operating efficiency. Parts and supplies
inventories are also maintained at these locations to promote the mechanical
dispatch reliability of the fleet. The Company also maintains an inventory of
spare engines and propellers for its fleet to allow for minimal downtime during
major overhauls. The Company internally performs overhauls of selected aircraft
components for its fleet.
SLOT ALLOCATION
Under slot rules currently in effect at Chicago O'Hare, scheduled flights
operate between 6:45 A.M. and 9:14 P.M. only if an airline has obtained a slot
or slot exemption. As of December 31, 2000, the
3
Company was utilizing 56 slots and slot exemptions allocated to it by DOT/FAA.
In March 2000, Congress passed legislation that will phase out slot rules at
Chicago O'Hare by July 1, 2002. At that time, the Company will be able to
schedule its arrivals and departures without regulatory restrictions.
YIELD MANAGEMENT
The Company closely monitors its inventory and pricing of available seats
with a computerized yield management system. This system enables the Company's
revenue control analysts to examine the Company's past traffic and pricing
trends and to estimate the optimal allocation of seats by fare class (the number
of seats made available for sale at various fares). The analysts then monitor
each flight to adjust seat allocations and booking levels, with the objective of
maximizing the total revenue for each flight.
MARKETING
The Company's services are marketed primarily by means of listings in
computerized reservation systems and the OFFICIAL AIRLINE GUIDE, and through
direct contact with travel agencies and corporate travel departments. The
Company's promotional programs emphasize the Company's close affiliation with
its code sharing partner(s) and the right of the Company's passengers to
participate in United's "Mileage Plus" frequent flyer program.
COMPETITION
The Company competes primarily with regional and major air carriers and
automobile transportation. The Company's competition from other air carriers
varies from location to location and, in certain areas, comes from regional and
major carriers who serve the same destinations as the Company but through
different hub and spoke systems. The domestic airline industry has undergone
major structural changes since the enactment of the Deregulation Act.
Deregulation has made possible the rapid entry of competitors into the Company's
markets, and competitors are able to adjust fares rapidly to improve their
competitive position.
Almost all markets are subject to a high degree of price competition both
from established carriers and low fare jet carriers. The Company believes,
however, that its ability to compete in its market areas is strengthened by its
code sharing relationship with United and United's substantial presence at
Denver and Chicago O'Hare which enhance the importance of the United "UA*"
flight designator code to Great Lakes in its service area. The Company competes
with other airlines by offering frequent flights, flexible schedules and low
fares. In addition, the Company's competitive position benefits from the large
number of participants in United's "Mileage Plus" frequent flyer program who fly
regularly to or from the markets served by the Company.
There can be no assurance that the Company will not experience increased
competition from existing competitors or from new entrants on one or more of the
Company's routes.
FUEL
The Company has not experienced difficulty with fuel availability and
expects to continue to be able to obtain fuel in quantities sufficient to meet
its future requirements. The Company contracts directly with refiners for the
purchase of portions of its fuel. Standard industry contracts generally do not
provide protection against fuel price increases and do not ensure availability
of supply. Accordingly, a significant increase in the cost of fuel, if not
accompanied by an equivalent increase in passenger revenues, would have a
material impact on the Company's future operating results. During 2000 the
Company's average price of fuel increased from $0.93 per gallon to $1.26 per
gallon resulting in $4.9 million of increased costs to the Company for the year.
4
EMPLOYEES
On December 31, 2000, the Company had 965 full-time and 323 part-time
employees as follows:
CLASSIFICATION:
Pilots...................................................... 303
Station personnel........................................... 582
Maintenance personnel....................................... 290
Administrative and clerical personnel....................... 59
Flight attendants........................................... 18
Management.................................................. 36
-----
Total employees........................................... 1,288
=====
The Company's pilots are represented by the International Brotherhood of
Teamsters. The agreement with the pilots became amendable October 30, 2000, and
negotiations are continuing. The Company's flight attendants are also
represented by the International Brotherhood of Teamsters, and the agreement
with the flight attendants becomes amendable April 1, 2002.
The Company's mechanics and maintenance clerks are represented by the
International Association of Machinists ("IAM"). The mechanics agreement becomes
amendable November 1, 2005, and the maintenance clerks agreement becomes
amendable March 1, 2002.
The Company believes that relations with its employees are satisfactory.
CHARTER AND FREIGHT SERVICE
The Company uses available aircraft and from time to time leases four and
six passenger aircraft from an affiliated company to provide charter services to
private individuals, corporations and groups such as athletic teams. The Company
also carries freight, mail and small packages on most of its scheduled flights.
Revenues from its charter flights and freight deliveries were 3.8 percent,
4.4 percent and 3.3 percent of the Company's total revenues for the years ended
December 31, 2000, 1999 and 1998, respectively.
REGULATION
In accordance with the provisions of the Federal Aviation Act of 1958, as
amended (the "1958 Act"), the Company is an air carrier subject to regulation by
the DOT, primarily with respect to economic matters, and is also subject to
regulation by the FAA with respect to certain safety related matters.
The 1958 Act eliminated many regulatory constraints so that airlines became
free to set fares and, with limited exceptions, to establish domestic routes
without the necessity of seeking government approval. The DOT is still
authorized to establish consumer protection regulations; to prohibit certain
pricing practices; to mandate conditions of carriage; and to make ongoing
determinations of a carrier's fitness, willingness and ability to properly and
lawfully provide air transportation. The DOT also has the power to bring
proceedings for the enforcement of its regulations under the 1958 Act, including
the assessment of civil penalties and the revocation of operating authority, and
to seek criminal sanctions.
The Company holds an air carrier-operating certificate issued by the FAA
pursuant to Part 121 of its regulations. The Company, as a commuter air carrier,
is licensed under Part 298 of the Economic Regulations of the DOT. The Company
is subject to the jurisdiction of the FAA with respect to its aircraft
maintenance and operations, including equipment, ground facilities, dispatch,
communications, training, weather observation, flight personnel and other
matters affecting air safety. To ensure compliance with its regulations, the FAA
requires airlines to obtain an operating certificate and operations
specifications for the particular aircraft and types of operations conducted by
the carrier, all of which are subject to suspension or revocation for cause.
5
The Company is subject to the jurisdiction of the Federal Communications
Commission regarding the use of its radio facilities. Local governments and
authorities in certain markets have adopted regulations governing various
aspects of aircraft operations, including noise abatement and curfews and use of
airport facilities. The Company believes that it is in compliance with all such
regulations.
INSURANCE
The Company carries the types and amounts of insurance required by the DOT
and customary in the regional airline industry, including coverage for public
liability, property damage, aircraft loss or damage, baggage and cargo liability
and workers' compensation. The Company believes that the insurance is adequate
as to amounts and risks covered. There can be no assurance, however, that the
limits of the Company's insurance will be sufficient to cover any catastrophic
loss.
ITEM 2. PROPERTIES
The Company leases gate and ramp facilities at 54 airports where ticketing,
passenger loading, and unloading are handled by Company personnel. Payments to
airport authorities for ground facilities are based on a number of factors,
including the amount of space used and flight volume. The Company also leases
aircraft hangar space for maintenance operations at four of the locations it
serves.
The Company leases approximately 15,000 square feet of space in Spencer,
Iowa which was previously used for administrative, flight operations and
maintenance offices, in addition to approximately 35,000 square feet of aircraft
maintenance and hangar space located adjacent thereto. The Company leases an
additional 32,000 square feet of space in Spencer for its certified repair
station. Both of these leases expire within the next 18 months and the Company
will not renew these leases. Effective January 1, 2000, the Company entered into
a lease in Cheyenne, Wyoming, for approximately 42,000 square feet of space for
administration and maintenance needs. In 1999, construction began on an
additional leased facility in Cheyenne that the Company occupied in 2000. The
facility is approximately 54,000 square feet and is used for administrative,
flight operations, and maintenance offices, maintenance and hangar space. The
Company believes that it has adequate facilities for the conduct of its current
and planned operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit arising from the collision of a
small aircraft with one of the Company's Beechcraft 1900 aircraft in Quincy,
Illinois on November 19, 1996. The collision occurred at the intersection of two
runways as the Company's aircraft was landing, and resulted in the death of all
ten passengers and the two crewmembers. The Company's insurance carrier is
providing for the Company's defense in the lawsuit and the Company believes that
all claims arising from the accident will be adequately covered by insurance.
The Company is a party to several routine pending legal proceedings, none of
which management believes are material to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's shareholders
during the three-month period ended December 31, 2000.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded under the symbol "GLUX" on the NASDAQ
SmallCap Market. The Company's Common Stock began trading on January 19, 1994,
the date of its initial public offering. The initial public offering price of
the Company's Common Stock was $11.00 per share.
The following table sets forth the range of high and low sale prices for the
Company's Common Stock for each of the fiscal quarters for the past two years as
reported by Nasdaq. These prices represent inter-dealer prices without
adjustments for mark-up, mark-down or commission and do not necessarily reflect
actual transactions.
STOCK QUOTATIONS HIGH LOW
- ---------------- -------- --------
2000
First quarter............................................. $3.00 $1.75
Second quarter............................................ 2.25 1.47
Third quarter............................................. 2.00 1.06
Fourth quarter............................................ 2.25 .63
1999
First quarter............................................. $3.00 $1.88
Second quarter............................................ 3.00 2.06
Third quarter............................................. 3.13 2.25
Fourth quarter............................................ 2.88 1.13
As of March 26, 2001, the Company had approximately 1,800 holders of its
Common Stock. The closing price of its common stock on March 26, 2001, as
reported by the NASDAQ SmallCap Market was $1.875 per share.
The transfer agent for the Company's Common Stock is Wells Fargo Bank
Minnesota, N.A., 161 North Concord Exchange, South St. Paul, Minnesota,
55075-0738, telephone: (651) 450-4064.
The Company has not paid any dividends on its Common Stock since its initial
public offering in January 1994 and expects that for the foreseeable future it
will follow a policy of retaining earnings in order to finance the continued
development of its business. Payment of dividends is within the discretion of
the Company's Board of Directors and will depend upon the earnings, capital
requirements and operating and financial condition of the Company, and any
applicable restrictive debt and lease covenants, among other factors.
7
ITEM 6. SELECTED FINANCIAL AND OPERATING DATA
The following statement of operations and balance sheet data as of and for
each of the years in the five-year period ended December 31, 2000 are derived
from the Company's financial statements. The financial statements for the year
ended December 31, 2000, 1999, 1998, and 1997 have been audited by KPMG LLP, and
the financial statements for the year ended 1996 have been audited by Arthur
Andersen LLP, independent public accountants. The financial statements as of
December 31, 2000 and 1999 and for each of the years in the three-year period
ended December 31, 2000 and the reports thereon are included elsewhere in this
Form 10-K. The following selected financial data should be read in conjunction
with and are qualified in their entirety by the financial statements and the
notes thereto and the independent auditors' report, which contains an
explanatory paragraph that states that the Company's significant losses from
operations raise substantial doubt about the entity's ability to continue as a
going concern, included elsewhere in this Form 10-K. These financial statements
and selected data do not include any adjustments that might result from the
outcome of the uncertainty.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
STATEMENT OF OPERATIONS DATA:
Passenger and public service revenues... $126,914 $122,890 $108,467 $ 81,335 $107,528
Other revenues.......................... 6,676 8,480 5,565 2,455 2,142
-------- -------- -------- -------- --------
Total operating revenues............ 133,590 131,370 114,032 83,790 109,670
-------- -------- -------- -------- --------
Operating expenses
Salaries, wages and benefits.......... 35,162 33,037 29,106 22,091 27,801
Aircraft fuel......................... 21,503 16,557 13,974 13,206 19,377
Aircraft repairs...................... 17,491 17,478 9,426 7,041 13,248
Commissions........................... 4,248 5,796 5,560 5,553 7,704
Depreciation and amortization......... 7,103 4,779 3,499 4,192 5,634
Aircraft rental....................... 9,226 13,194 16,511 10,712 11,643
Other rentals and landing fees........ 7,808 6,504 6,375 5,443 6,794
Other operating expense............... 30,113 25,316 22,922 19,968 25,871
Non-recurring expenses................ -- -- 146 9,234 --
-------- -------- -------- -------- --------
Total operating expenses............ 132,654 122,661 107,519 97,440 118,072
Operating (loss) income................. 936 8,709 6,513 (13,650) (8,402)
Interest expense, net................... 9,169 5,974 3,485 4,621 5,875
Loss on sale of assets.................. -- 7 191 -- --
-------- -------- -------- -------- --------
Income (loss) before income tax
expense............................... (8,233) 2,728 2,837 (18,271) (14,277)
Income tax expense (benefit)............ 6 -- 115 -- (1,454)
-------- -------- -------- -------- --------
Net income (loss)....................... $ (8,239) $ 2,728 $ 2,722 $(18,271) $(12,823)
======== ======== ======== ======== ========
Net income (loss) per share: Basic...... $ (0.95) $ 0.32 $ 0.34 $ (2.41) $ (1.69)
======== ======== ======== ======== ========
Net income (loss) per share: Diluted.... $ (0.95) $ 0.29 $ 0.31 $ (2.41) $ (1.69)
======== ======== ======== ======== ========
Average number of common shares
outstanding--Basic.................... 8,646 8,634 7,925 7,589 7,585
======== ======== ======== ======== ========
Average number of common shares
outstanding--Diluted.................. 8,646 9,336 8,703 7,589 7,585
======== ======== ======== ======== ========
8
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- -------- -------- ----------
BALANCE SHEET DATA:
Working capital (deficit)............. $ (10,366) $ (3,112) $ (3,025) $ (5,595) $ 603
Total assets.......................... 143,179 148,876 72,281 63,758 118,109
Long-term debt, net of current
maturities.......................... 96,054 98,701 28,471 28,471 65,986
Stockholders' equity.................. 130 8,619 5,850 1,127 18,740
SELECTED OPERATING DATA:
Available seat miles (000s)(1)...... 525,872 526,095 489,213 438,272 678,304
Revenue passenger miles (000s)(2)... 265,589 265,733 250,098 202,689 299,607
Revenue passengers carried.......... 1,117,576 1,057,798 873,186 676,015 1,101,265
Departures flown.................... 126,770 133,423 122,278 102,722 165,972
Passenger load factor(3)............ 50.5% 50.5% 51.1% 46.2% 44.2%
Break-even passenger load
factor(4)......................... 52.9% 49.1% 49.3% 59.5% 51.5%
Average yield per revenue passenger
mile(5)........................... 42.2 CENTS 40.1 CENTS 37.4 CENTS 37.1 CENTS 34.7 CENTS
Operating cost per available seat
mile(6)........................... 25.2 CENTS 23.3 CENTS 22.0 CENTS 22.2 CENTS 17.4 CENTS
Average passenger fare(7)........... $ 100.25 $ 100.83 107.26 $ 111.25 102.69
Average passenger trip length
(miles)(8)........................ 238 251 286 300 296
Aircraft in service (end of
period)........................... 52 52 53 47 54
Destinations served (end of
period)........................... 57 67 71 51 86
- ------------------------
(1) "Available seat miles" or "ASMs" represent the number of seats available for
passengers in scheduled flights multiplied by the number of scheduled miles
those seats are flown.
(2) "Revenue passenger miles" or "RPMs" represent the number of miles flown by
revenue passengers.
(3) "Passenger load factor" represents the percentage of seats filled by revenue
passengers and is calculated by dividing revenue passenger miles by
available seat miles.
(4) "Break-even passenger load factor" represents the percentage of available
seat miles which must be flown by revenue passengers at the average yield
(net of commissions and fees) for airline operations to break even.
(5) "Average yield per revenue passenger mile" represents the average passenger
revenue received for each mile a revenue passenger is carried.
(6) "Operating cost per available seat mile" represents operating expenses
divided by available seat miles.
(7) "Average passenger fare" represents passenger revenue divided by the number
of revenue passengers carried.
(8) "Average passenger trip length" represents revenue passenger miles divided
by the number of revenue passengers carried.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The discussion and analysis throughout this filing contains certain
forward-looking terminology such as "believes," "anticipates," "will," and
"intends," or comparable terminology. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected.
9
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.
The Company began providing air charter service in 1979, and has provided
scheduled passenger service since 1981. Since April 1992, the Company has
operated as a United Express carrier under a cooperative marketing agreement
with United, which will terminate on April 30, 2001. Subsequently, the Company
will operate under its own name as a code sharing partner with United and
potentially other carriers. As of December 31, 2000 the Company provided
passenger service to 57 destinations in fourteen states with 318 scheduled
departures each weekday.
RESULTS OF OPERATIONS
The following table sets forth certain financial and operating information
regarding the Company for the last three fiscal years:
FOR THE YEARS ENDED DECEMBER 31
-----------------------------------------------------------------------------------------
2000 1999 1998
-------------------------------- -------------------------------- -------------------
% %
CENTS INCREASE CENTS INCREASE CENTS
PER (DECREASE) PER (DECREASE) PER
AMOUNT ASM FROM 1999 AMOUNT ASM FROM 1998 AMOUNT ASM
-------- -------- ---------- -------- -------- ---------- -------- --------
(DOLLARS IN THOUSANDS)
Operating revenues
Passenger..................... $112,037 5.0% $106,661 14.1% $ 93,441
Public service................ 14,877 (8.3) 16,229 8.9 15,026
Other......................... 6,676 (21.3) 8,480 52.4 5,565
-------- ----- -------- ----- --------
TOTAL OPERATING REVENUES........ 133,590 1.7 131,370 15.2 114,032
-------- ----- -------- ----- --------
Salaries, wages and
benefits.................... 35,162 6.7 CENTS 6.4 33,037 6.3 CENTS 13.5 29,107 5.9 CENTS
Aircraft fuel................. 21,503 4.1 26.7 16,557 3.1 26.7 13,974 2.9
Aircraft maintenance materials
and component repairs....... 17,491 3.3 0.1 17,478 3.3 85.4 9,426 1.9
Commissions................... 4,248 0.8 (26.7) 5,796 1.1 4.3 5,559 1.1
Depreciation and
amortization................ 7,103 1.4 48.6 4,779 0.9 36.6 3,499 0.7
Aircraft rental............... 9,226 1.8 (30.1) 13,194 2.5 (20.1) 16,511 3.4
Other rentals and landing
fees........................ 7,808 1.5 20.0 6,504 1.2 2.0 6,375 1.3
Other operating expense....... 30,113 5.7 18.9 25,316 4.8 10.4 22,922 4.7
Non-recurring expenses........ -- -- -- -- -- -- 146 0.0
-------- ---- ----- -------- ---- ----- -------- ----
Total Operating Expenses.... 132,654 25.2 CENTS 8.1% 122,661 23.3 CENTS 14.1% 107,519 22.0 CENTS
-------- ---- ----- -------- ---- ----- -------- ----
Operating income............ $ 936 -- -- $ 8,709 -- 33.7 $ 6,513 --
======== ==== ===== ======== ==== ===== ======== ====
Interest.................... $ 9,169 1.7 CENTS 53.5% $ 5,974 1.1 CENTS 71.4% $ 3,485 0.7 CENTS
======== ==== ===== ======== ==== ===== ======== ====
INCREASE(DECREASE) INCREASE(DECREASE)
2000 FROM 1999 1999 FROM 1998 1998
-------- ------------------ -------- ------------------ --------
Available Seat Miles
(000s).................... 525,872 -- 526,095 7.5% 489,213
Revenue Passenger Miles
(000s).................... 265,589 (0.1)% 265,733 6.3% 250,098
Passenger Load Factor....... 50.5% -- 50.5% (0.6)pts 51.1%
Average Yield per Revenue
Passenger Mile............ 42.2 CENTS 5.2% 40.1 CENTS 7.2% 37.4 CENTS
10
COMPARISON OF 2000 TO 1999
PASSENGER REVENUES: Passenger revenues increased 5.0% from 1999 as a result
of a similar increase in yield per revenue passenger mile. This increase was
produced by fare increases instituted to recover the higher cost of fuel.
However, passenger traffic and revenue passenger miles remained flat between the
two years as a result of a shift in flying from longer stage length markets such
as Denver to Bismark, North Dakota and Sioux Falls, South Dakota to shorter
stage length markets such as Denver to Santa Fe, New Mexico and Gillette,
Wyoming and during the third quarter, disruptions and cancellations of United
connecting flights. Further, yield increases in 2000 were reduced from what they
otherwise would have been as a result of discount fares in the third and fourth
quarters instituted by United to regain market share lost during their schedule
disruptions.
PUBLIC SERVICE REVENUES: Reduced public service revenues resulted from
discontinuance of subsidized service to Fairmont, Minnesota, Goodland and Great
Bend, Kansas, and Lamar, Colorado.
OTHER REVENUES: The decline in other revenues resulted from the
discontinuation of ground handling of certain other airlines.
OPERATING EXPENSES: Total operating expenses increased $10.0 million, or
8.1% to $132.7 million, or 25.2 cents per ASM, in 2000 from $122.7 million, or
23.3 cents per ASM in 1999. The largest factor in the increase is increasing
fuel costs of $4.9 million in 2000, as described below.
Salaries, wages, and benefits expense increased to $35.1 million to 6.7
cents per ASM during 2000, from 6.3 cents per ASM during 1999, primarily as a
result of higher labor rates under the union agreements with the Company's
mechanics and flight crews.
Aircraft fuel expense increased $4.9 million in 2000, due to an increase in
the average price per gallon to $1.26 per gallon in 2000 from $.93 per gallon in
1999 or an increase of 35.5% per gallon. During the first three months of 2001,
fuel prices have decreased slightly. The Company is unable to predict future
price levels.
Commissions decreased $1.5 million, or 26.7% in 2000 due to a reduction in
the level of tickets purchased through travel agencies and a decrease in
commission rates.
Depreciation and amortization increased $2.3 million, or 48.6% in 2000 and
aircraft rentals decreased $4.0 million, or 30.1% in 2000 primarily as a result
of the purchase in July 1999 of 22 aircraft that had previously been financed as
operating leases.
Other rentals and landing fee expenses increased $1.3 million, or 20.0% to
1.5 cents per ASM during 2000, from 1.2 cents per ASM in 1999 primarily as a
result of increased activity at the Denver Hub.
Other operating expenses increased $4.8 million, or 19.0% to 5.7 cents per
ASM in 2000 from 4.8 cents in 1999, reflecting higher general and
administrative, marketing and communications costs.
Interest expense increased $3.2 million in 2000, primarily as a result of
the purchase in July 1999 of 22 additional aircraft that had previously been
financed as operating leases.
INCOME TAX EXPENSE (BENEFIT): No income tax benefit was recorded for 2000
due to the fact that the Company is in a loss carry forward position and that
the realization of any benefits of such are substantially in doubt. The Company
incurred $6 thousand of state income tax expense in 2000.
COMPARISON OF 1999 TO 1998
OPERATING REVENUES: Operating revenues increased 15.2% to $131.4 million in
1999 from $114.0 million during 1998. The increase in operating revenues
resulted from the increase in revenue passenger miles flown by 6.3% to
265.7 million in 1999 from 250.1 million during 1998 and a 7.2% increase in
average yield per passenger mile to 40.1 cents in 1998 from 37.4 cents in 1998.
Capacity increased to 526.1 million ASMs in 1999 from 489.2 million ASMs during
1998. The additional capacity is a result of a full year's worth of service from
the expansion of service in the Denver markets. In addition, public service
revenue increased 8.0% to $16.2 million in 1999 from $15.0 million in 1998.
11
OPERATING EXPENSES: Total operating expenses increased 14.1% to
$122.7 million, or 23.3 cents per ASM, in 1999 from $107.5 million, or 22.0
cents per ASM in 1998. The increase is due to increasing fuel costs in 1999, as
well as higher maintenance materials and component repairs expense.
Salaries, wages, and benefits expense increased to 6.3 cents per ASM during
1999, from 5.9 cents per ASM during 1998, primarily as a result of higher labor
rates under the union agreements with the Company's mechanics and flight crews
and the higher number of employees needed to support the increased level of
operations.
Aircraft fuel expense per ASM increased to 3.2 cents in 1999 from 2.9 cents
in 1998 due to increasing fuel prices during 1999.
Aircraft maintenance and repairs expense increased to 3.3 cents per ASM
during 1999, from 1.9 cents per ASM in 1998. Maintenance materials expense in
1998 was favorably impacted by the use of certain inventoried parts, which had
been partially reserved in prior years.
Aircraft expense (depreciation and amortization, aircraft rental, and
interest) decreased to 4.5 cents per ASM during 1999, from 4.8 cents per ASM in
1998 as a result of a larger base of ASMs over which to spread the fixed cost of
the aircraft.
Other rentals and landing fee expenses decreased to 1.2 cents per ASM during
1999, from 1.3 cents per ASM in 1998.
Other operating expenses increased to 4.8 cents per ASM in 1999 from 4.7
cents in 1998, reflecting higher general and administrative, marketing and
communications costs.
Interest expense increased to $6.0 million in 1999 from $3.5 million in
1998, primarily as a result of the purchase in July 1999 of 22 additional
aircraft that had previously been financed as operating leases.
INCOME TAX EXPENSE (BENEFIT): No income tax benefit was recorded for 1999
due to the fact that the Company was in a loss carry forward position and that
the realization of any benefits of such are substantially in doubt. The
provision for income taxes in 1998 represents state income taxes estimated to be
payable.
LIQUIDITY AND CAPITAL RESOURCES
On January 7, 2000, the Company entered into an agreement with Coast
Business Credit to provide the Company with a $20 million revolving credit
facility, collateralized by accounts receivable. The maximum borrowings
available to the Company is based upon the amount of receivables available to
collateralize the amount being borrowed. At closing, $5 million of proceeds was
used to pay a short-term note due to Raytheon. At December 31, 2000, the amount
available under the line of credit agreement was $13,161,347, all of which had
been borrowed.
Raytheon is the Company's primary aircraft supplier and largest creditor.
The Company has financed all but one of its Beechcraft 1900 aircraft and one of
its Brasilia aircraft under related lease and debt agreements with Raytheon.
Raytheon had also provided a $5 million working capital line of credit (payable
on demand and expiring on June 30, 1999) and a $5 million short-term loan, due
on June 30, 1999, and collateralized by Beechcraft spare parts and equipment and
accounts receivable. The Company paid Raytheon $5 million on January 7, 2000
upon closing of the agreement with Coast Business Credit (Coast). Additionally,
the Company converted the remainder of the Raytheon working capital line of
credit to a three-year term note on December 1, 2000.
The agreement with Coast contains a covenant which requires the Company to
maintain a specific balance of tangible net worth, (as defined). At
December 31, 2000, the Company was not in compliance with that covenant. Under
the Coast agreement, such noncompliance permits Coast, at its option, to
12
require immediate prepayment of all amounts owed by Great Lakes to Coast
($13.2 million at December 31, 2000). Such action would further exacerbate the
corporate liquidity issues described below. Coast has not, to date, taken any
action as a result of the default although the interest rate on the Coast loan
now has been increased by 3% annually as a result of not meeting a lesser net
tangible assets requirement. This default could result in default on other
agreements or contracts. Such default and recent losses could also have an
adverse effect on the Company's relationship with current and potential code
sharing partners.
The Company incurred a substantial loss during the fourth quarter which was
partially caused by major fare reductions by United which in turn affected the
fares received by the Company, in addition to winter weather related expenses
and flight cancellations. The Company believes that its new code sharing
agreement will provide more flexibility to set fares and potentially increase
revenues. Because of the recent nature of these losses, the Company currently
has no financing agreements in place under which it can secure additional funds.
The Company is currently exploring alternatives to meet its future liquidity
requirements and is making payment to significant creditors as current cash flow
allows. The Company is in current contact with certain of these creditors
regarding its slowness in payments. To date, no formal action has been taken by
the Company's creditors. However, no assurance can be given that the Company's
creditors may not take such action. Historically, the operations have been
highly seasonal with the second and third quarters of the calendar year
producing significantly more cash flow than the first and fourth quarters.
The Company believes the fair value of a number of its aircraft is higher
than the current amount of financing on such aircraft.
As a result, during the first two months of 2001 passenger revenues declined
by approximately 10.4 percent as compared to the first two months of 2000. This
was partially the result of a discontinuation of unprofitable service at
Rhinelander, Wisconsin on January 5 and Burlington, Iowa; Lafayatte, Indiana,
and Mattoon, Illinois on February 15. In February of 2001, the Company cancelled
20.5% of its scheduled operations primarily due to severe winter weather in the
upper Midwest and five days of lower than required landing visibility due to fog
conditions at its Denver hub. The Company estimates that these disruptions
resulted in passenger revenue losses in excess of $1.5 million. As a result, the
Company expects to incur a significant loss in the first quarter of 2001. In
February and March of 2001, the Company did not make scheduled debt and lease
payments to Raytheon of approximately $2 million. In addition, the Company did
not make scheduled lease payments of $226,000 to two lessors on four aircraft.
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for derivative
instruments and all hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities at their fair values. Accounting for
changes in the fair value of a derivative depends on its designation and
effectiveness. For derivatives that qualify as effective hedges, the change in
fair value will have no impact on earnings until the hedged item affects
earnings. For derivatives that are not designated as hedging instruments, or for
the ineffective portion of a hedging instrument, the change in fair value will
affect current period earnings. At December 31, 2000, the Company had no
derivative instruments. The Company adopted this statement on January 1, 2001.
There has been no impact as a result of the adoption.
In 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements.
The SAB summarizes the SEC staff's views on applying generally accepted
accounting principles to revenue recognition in financial statements. The
company has reviewed its revenue recognition policies and has determined that
they comply with the principles as set forth in SAB No. 101. Accordingly, the
adoption of the SAB will have no effect on the Company's financial position or
results of operations.
13
FREQUENT FLYER PROGRAM
The Company's passengers carried as a part of a code-sharing flight with
United, and effective May 1, 2001, carried under the Company's own name may earn
miles in United's "Mileage Plus" frequent flyer program. Passengers may use
mileage accumulated in this program to obtain discounted or free tickets for
trips that might include a flight segment on one of the Company's flights. No
revenues are earned or collected on free tickets awarded to passengers under the
program. Awards earned under the frequent flyers program have an expiration date
three years from the date earned however, the three year period is renewed each
time the participant earns or redeems mileage. The program also contains certain
restrictions, including blackout dates and capacity controlled bookings, which
substantially limit the use of awards on certain flights and during the busiest
periods. The Company continually monitors the number of free travel award
reservations on its flight segments to ensure that they are within the capacity
restrictions defined in the "Mileage Plus" program. The Company's yield
management program and related seat restrictions minimize the number of revenue
passengers that may be displaced on any individual flight segment. To date, the
Company has not experienced any material use of "Mileage Plus" awards to obtain
travel on flights, and the incremental cost to the Company attributable to the
exercise of frequent flyer awards (consisting primarily of a minimal amount of
additional gate and passenger service expenses) has not been material. Awards
used on the Company's flights during the year ended December 31, 2000
represented approximately 2.3% percent of the Company's total passengers. The
Company expects that this percentage will remain approximately the same for the
foreseeable future. Based on this low percentage, the availability on many of
the Company's flights of otherwise vacant seats, and on the program's
restrictions, the Company believes that the displacement, if any, of revenue
passengers by users of "Mileage Plus" and awards will not become material. The
Company continually monitors the number of awards redeemed and will accrue the
incremental costs associated with the "Mileage Plus" and program if they become
material.
EFFECTS OF INFLATION
Except for the price of fuel, inflation has not had a material effect on the
Company's operations in the past five years. The Company is subject to
inflationary pressures from labor agreements, fuel price escalations and costs
at airports served which it attempts to recover through fare and schedule
adjustments.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996
CAUTIONARY FACTORS
The Company wishes to caution shareholders and prospective investors that
the following important factors, among others identified in this Annual Report
on Form 10-K, could affect the Company's actual operating results, and that such
results could differ materially from those expressed in any forward-looking
statements made by the Company. The statements under this caption are intended
to serve as cautionary statements within the meaning of the Private Securities
Litigation Reform Act of 1996. The following information is not intended to
limit in any way the characterization of other statements or information under
other captions as cautionary statements for such purpose. The order in which
such factors appear below should not be construed to indicate their relative
importance or priority.
DEPENDENCE ON RELATIONSHIP WITH UNITED
The Company generated 100% of its passenger revenues for the year ended
December 31, 2000 under the United Express Agreements described under
"Business--United Express and Code Sharing Relationship". As a result of the
relationship with United, the Company's business is sensitive to events and
risks
14
affecting United. If adverse events affect United's business as was the case in
the last two quarters of 2000, the Company's business is also adversely
affected.
The impact of this relationship is shown below in the graph "180-Day
Advanced Bookings" which displays total passenger reservations for future
flights by week. The summer 2000 United labor disruptions and schedule
reductions resulted in a significant reduction in passenger reservations on
Great Lakes during this high travel period. Major temporary fare reductions by
United to regain market share diluted fourth quarter yields. Also displayed is
the slowing of reservation sales at the end of 2000 and early 2001 as capacity
is reduced to match anticipated traffic levels.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
DATE ADVANCED BOOKINGS
1998
1/4/98 45429
1/11/98 49067
1/18/98 52066
1/25/98 52614
2/1/98 54343
2/8/98 56172
2/15/98 57264
2/22/98 58856
3/1/98 60543
3/8/98 62116
3/15/98 64975
3/22/98 72188
3/29/98 78045
4/5/98 84781
4/12/98 91302
4/19/98 98756
4/26/98 102462
5/3/98 108876
5/10/98 113837
5/17/98 120837
5/24/98 124599
5/31/98 127775
6/7/98 128536
6/14/98 125919
6/21/98 122842
6/28/98 120790
7/5/98 120095
7/12/98 116426
7/19/98 113003
7/26/98 111108
8/2/98 110862
8/9/98 108661
8/16/98 109272
8/23/98 115631
8/30/98 125223
9/6/98 125192
9/13/98 116296
9/20/98 117111
9/27/98 118223
10/4/98 118967
10/11/98 117788
10/18/98 117987
10/25/98 117251
11/1/98 118634
11/8/98 115804
11/15/98 113530
11/22/98 108559
11/29/98 107621
12/6/98 104545
12/13/98 96742
12/20/98 85260
12/27/98 83167
1999
1/3/99 79552
1/10/99 83783
1/17/99 84973
1/24/99 88746
1/31/99 90128
2/7/99 93549
2/14/99 96582
2/21/99 99258
2/28/99 101668
3/7/99 105247
3/14/99 108699
3/21/99 112569
3/28/99 117099
4/4/99 119847
4/11/99 123568
4/18/99 126399
4/25/99 132599
5/2/99 136587
5/9/99 143755
5/16/99 150610
5/23/99 153789
5/30/99 159642
6/6/99 164276
6/13/99 171983
6/20/99 178153
6/27/99 174765
7/4/99 165875
7/11/99 163230
7/18/99 166278
7/25/99 157988
8/1/99 155692
8/8/99 152498
8/15/99 147838
8/22/99 144569
8/29/99 138487
9/5/99 142116
9/12/99 139819
9/19/99 138957
9/26/99 137415
10/3/99 137091
10/10/99 133230
10/17/99 132964
10/24/99 131458
10/31/99 130504
11/7/99 132936
11/14/99 134231
11/21/99 131458
11/28/99 123698
12/5/99 121483
12/12/99 116598
12/19/99 112753
12/26/99 101997
2000
1/3/00 93924
1/10/00 103372
1/17/00 111451
1/24/00 113761
1/31/00 115567
2/7/00 119410
2/14/00 125030
2/21/00 130010
2/28/00 127470
3/6/00 127953
3/13/00 129081
3/20/00 132480
3/27/00 132452
4/3/00 133246
4/10/00 136898
4/17/00 139632
4/24/00 143589
5/1/00 150066
5/8/00 152913
5/15/00 160848
5/22/00 162320
5/29/00 164880
6/5/00 167745
6/12/00 172653
6/19/00 173771
6/26/00 177356
7/3/00 169490
7/10/00 165019
7/17/00 164787
7/24/00 162425
7/31/00 155507
8/7/00 146177
8/14/00 135568
8/21/00 128685
8/28/00 124363
9/4/00 123771
9/11/00 123962
9/18/00 149100
9/25/00 165176
10/2/00 159894
10/9/00 155551
10/16/00 154500
10/23/00 147552
10/30/00 137683
11/6/00 136537
11/13/00 134298
11/20/00 131664
11/27/00 123507
12/4/00 121499
12/11/00 117156
12/18/00 110365
12/25/00 98729
2001
1/1/01 84253
1/8/01 83800
1/15/01 92182
1/22/01 93645
1/29/01 97958
2/5/01 100453
2/12/01 102948
2/19/01 103578
2/26/01 109862
3/5/01 115744
3/12/01 116851
3/19/01 118113
3/26/01 121067
On February 1, 2001, the Company and United entered into a new three-year
code sharing agreement which becomes effective May 1, 2001. Under the new
agreement, Great Lakes, operating under its own name may enter into code sharing
agreements with certain other carriers. To the extent that the Company is
successful in participating in code sharing agreements with other carriers, it
will reduce its dependence on United and may mitigate the effects of such
adverse events if they relate to United only.
EFFECT OF GENERAL ECONOMIC CONDITIONS
The airline industry is significantly affected by general economic
conditions. During recent recessions, most airlines reduced fares in an effort
to increase traffic. Economic and competitive conditions in the airline industry
have contributed to a number of bankruptcies and liquidations among airlines. A
worsening of current economic conditions, or an extended period of recession
nationally or regionally, would have a material adverse effect on the Company's
operations.
FUEL COSTS
Fuel is a major component of operating expense for all airlines. The
Company's cost of fuel varies directly with market conditions, and the Company
has no guaranteed long-term sources of supply. The
15
Company intends generally to follow industry trends by raising fares in response
to significant fuel price increases. However, the Company's ability to pass on
increased fuel costs through fare increases may be limited by economic and
competitive conditions. Accordingly, a reduction in the availability or an
increase in the price of fuel could have a material adverse effect on the
Company's cash flow from operations and profitability.
SEASONALITY
Historically, the Company has experienced lower passenger volumes during the
months of January through April and in November and December. This seasonality
can be attributed primarily to relatively difficult winter weather operating
conditions in the Company's principal area of operations, resulting in fewer
vacations and other discretionary trips and reduced business travel during these
months. These seasonal factors have generally resulted in reduced revenues,
increased operating losses and reduced cash flow for the Company during these
months.
CONTROL BY PRINCIPAL STOCKHOLDER
Mr. Douglas G. Voss beneficially owns or controls approximately 62% of the
outstanding shares of the Company's common stock. On October 22, 1996, Mr. Voss
transferred approximately one-half of the shares of the Company's common stock
owned by him to his ex-spouse, Ms. Gayle R. Brandt, pursuant to the Marital
Dissolution Stipulation and Property Settlement. Ms. Brandt has granted
Mr. Voss an Irrevocable Proxy to vote such securities until June 28, 2010.
Accordingly, Mr. Voss will continue to be in a position to control the
management and affairs of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISKS ASSOCIATED WITH FINANCIAL STATEMENTS
The risk inherent in the Company's market risk sensitive instruments and
positions is the potential loss arising from adverse changes in those factors.
The Company is susceptible to certain risks related to changes in the cost of
aircraft fuel and changes in interest rates. At December 31, 2000, the Company
does not have any derivative financial instruments.
AIRCRAFT FUEL
Airline operators are dependent upon fuel to operate and therefore, are
impacted by changes in aircraft fuel prices. Great Lakes' earnings are affected
by changes in the price and availability of aircraft fuel. Aircraft fuel
represented approximately 16.2% of Great Lakes' operating expenses in 2000. A
one-cent change in the average cost of aircraft fuel would impact the Company's
aircraft fuel expense by approximately $180,000 annually, based upon fuel
consumption in 2000.
INTEREST RATES
The Company's operations are very capital intensive, as the vast majority of
assets are flight equipment, which are long lived. Great Lakes' exposure to
market risk associated with changes in interest rates relates to its debt
obligations. The Company does have exposure to changes in cash flows resulting
from changes in interest rates as a significant portion of its long-term debt
has variable interest rates. Additionally, the Company is exposed to changes in
fair values of its debt obligations which carry fixed rates of interest. As
disclosed in Note 5 to the Financial Statements, the Company has total long-term
debt outstanding of $105.5 million at December 31, 2000.
16
Assuming no change in variable rates at December 31, 2000 the interest
expense on long term obligations due in the five subsequent years and thereafter
were as follows:
FIXED AVERAGE VARIABLE AVERAGE
RATE FIXED RATE VARIABLE
---------- -------- ----------- --------
2001................................ $1,266,985 8.96% $ 8,147,583 7.87%
2002................................ 1,379,695 8.96 6,909,433 7.94
2003................................ 1,461,161 8.96 7,352,631 7.94
2004................................ 627,670 8.96 5,422,600 8.36
2005................................ 678,825 9.08 5,853,250 8.36
Thereafter.......................... 1,345,041 9.08 65,465,173 8.36
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company as of December 31, 2000
and 1999 together with Independent Auditor's Report are included in this
Form 10-K on the pages indicated below.
PAGE
--------
Independent Auditors' Report................................ 18
Balance Sheets as of December 31, 2000 and 1999............. 19
Statements of Operations for the Years Ended December 31,
2000, 1999 and 1998....................................... 20
Statements of Stockholders' Equity for the Years Ended
December 31, 2000, 1999,
and 1998.................................................. 21
Statements of Cash Flows for the Years Ended December 31,
2000, 1999, and 1998...................................... 22
Notes to Financial Statements............................... 24
Supplemental Schedule to Financial Statements
Schedule II--Valuation and Qualifying Accounts............ 36
17
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Great Lakes Aviation, Ltd.:
We have audited the accompanying balance sheets of Great Lakes
Aviation, Ltd. (an Iowa Corporation) as of December 31, 2000 and 1999, and the
related statements of operations, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2000. In connection
with our audits of the financial statements we have also audited the financial
statement schedule. These financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Great Lakes Aviation, Ltd.
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has suffered significant losses in the year
ended December 31, 2000, and has liabilities in excess of current assets at
December 31, 2000. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
--------------------------------------
KPMG LLP
Des Moines, Iowa
March 10, 2001
18
GREAT LAKES AVIATION, LTD.
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
2000 1999
------------ ------------
ASSETS
Current assets:
Cash...................................................... $ 1,995,706 $ 83,957
Accounts receivable (note 5).............................. 12,541,345 12,575,663
Inventories, net (notes 1 and 5).......................... 15,383,147 17,975,354
Prepaid expenses and other current assets................. 923,985 643,443
------------ ------------
Total current assets.................................... 30,844,183 31,278,417
Property and equipment:
Flight equipment (notes 4 and 5).......................... 122,250,002 122,250,002
Other property and equipment.............................. 6,342,481 5,187,840
Less accumulated depreciation and amortization............ (18,310,656) (12,073,477)
------------ ------------
Total property and equipment............................ 110,281,827 115,364,365
------------ ------------
Other assets................................................ 2,053,288 2,233,234
------------ ------------
$143,179,298 $148,876,016
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable and current maturities of long-term debt
(note 5)................................................ $ 22,575,915 $ 14,423,711
Accounts payable.......................................... 14,175,927 12,727,479
Accrued liabilities and unearned revenue.................. 3,561,177 4,783,057
Deferred lease payments................................... 897,247 2,456,624
------------ ------------
Total current liabilities............................... 41,210, 266 34,390,871
------------ ------------
Long-term debt, net of current maturities (note 5).......... 96,053,979 98,700,724
Deferred credits............................................ 3,564,566 4,627,510
Deferred lease payments..................................... 2,220,729 2,537,529
Stockholders' equity: (note 5)
Common stock, $.01 par value; 50,000,000 shares
authorized, 8,657,651 and 8,637,440 shares issued and
outstanding at December 31, 2000 and 1999............... 86,577 86,374
Paid-in capital........................................... 31,358,847 31,609,841
Accumulated deficit....................................... (31,315,666) (23,076,833)
------------ ------------
Total stockholders' equity............................ 129,758 8,619,382
------------ ------------
Commitments and contingencies (notes 4, 5, and 9)
$143,179,298 $148,876,016
============ ============
See accompanying notes to financial statements.
19
GREAT LAKES AVIATION, LTD.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
2000 1999 1998
------------ ------------ -----------
Operating revenues:
Passenger......................................... $112,036,604 $106,661,151 $93,440,953
Public service.................................... 14,876,983 16,228,491 15,026,050
Freight, charter, and other....................... 6,676,160 8,480,361 5,564,957
------------ ------------ -----------
Total operating revenues........................ 133,589,747 131,370,003 114,031,960
------------ ------------ -----------
Operating expenses:
Salaries, wages, and benefits..................... 35,162,270 33,037,214 29,106,739
Aircraft fuel..................................... 21,503,364 16,557,193 13,973,669
Aircraft maintenance materials and repairs........ 17,491,132 17,477,722 9,425,672
Commissions....................................... 4,247,974 5,796,046 5,559,553
Depreciation and amortization..................... 7,103,304 4,778,770 3,499,409
Aircraft rental (note 4).......................... 9,225,622 13,194,042 16,511,288
Other rentals and landing fees.................... 7,808,230 6,503,750 6,374,889
Other operating expense........................... 30,112,321 25,316,303 22,922,191
Non-recurring expenses (note 3)................... -- -- 145,805
------------ ------------ -----------
Total operating expenses........................ 132,654,217 122,661,040 107,519,215
------------ ------------ -----------
Operating income................................ 935,530 8,708,963 6,512,745
Other expense:
Interest expense, net............................. 9,168,247 5,974,213 3,485,357
Loss on sale of assets and other property......... -- 6,771 190,578
------------ ------------ -----------
(Loss) income before income taxes............... (8,232,717) 2,727,979 2,836,810
Income tax expense.................................. 6,116 -- 115,000
------------ ------------ -----------
Net (loss) income............................... $ (8,238,833) $ 2,727,979 $ 2,721,810
============ ============ ===========
Net (loss) income per share
Basic............................................. $ (0.95) $ 0.32 $ 0.34
Diluted........................................... $ (0.95) $ 0.29 $ 0.31
Average shares outstanding
Basic............................................. 8,645,774 8,634,204 7,924,719
Diluted........................................... 8,645,774 9,335,991 8,702,792
See accompanying notes to financial statements.
20
GREAT LAKES AVIATION, LTD.
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
COMMON STOCK
-------------------- PAID-IN
SHARES AMOUNT CAPITAL ACCUMULATED DEFICIT TOTAL
--------- -------- ----------- ------------------- ----------
Balance at December 31, 1997... 7,589,121 $75,891 $29,577,371 $(28,526,622) $1,126,640
Issuance of common stock....... 1,001,722 10,017 1,991,429 -- 2,001,446
Net income..................... -- -- -- 2,721,810 2,721,810
--------- ------- ----------- ------------ ----------
Balance at December 31, 1998... 8,590,843 85,908 31,568,800 (25,804,812) 5,849,896
Issuance of common stock....... 46,597 466 41,041 -- 41,507
Net income..................... -- -- -- 2,727,979 2,727,979
--------- ------- ----------- ------------ ----------
Balance at December 31, 1999... 8,637,440 $86,374 $31,609,841 $(23,076,833) $8,619,382
Issuance at common stock....... 20,211 203 30,756 -- 30,959
Redemption of warrants......... -- -- (281,750) -- (281,750)
Net loss....................... -- -- -- (8,238,833) (8,238,833)
--------- ------- ----------- ------------ ----------
Balance at December 31, 2000... 8,657,651 $86,577 $31,358,847 $(31,315,666) $ 129,758
========= ======= =========== ============ ==========
See accompanying notes to financial statements.
21
GREAT LAKES AVIATION, LTD.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
2000 1999 1998
------------- ----------- -----------
Operating activities:
Net (loss) income................................... $ (8,238,833) $ 2,727,979 $ 2,721,810
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Write down of Brasilia assets and accrued disposal
costs........................................... -- -- 145,805
Depreciation and amortization..................... 6,932,179 4,778,770 3,499,409
Loss on disposal of assets, net................... -- 6,771 190,578
Change in current operating items:
Accounts receivable, net........................ 34,318 (4,201,073) (3,822,074)
Inventories, net................................ 1,943,207 (965,654) (6,846,326)
Prepaid expenses and other current assets....... (280,542) (20,905) 195,249
Deposits on flight equipment.................... -- -- (34,500)
Accounts payable and accrued liabilities........ (836,376) 1,200,024 2,882,576
Deferred lease payments......................... 104,905 2,439,351 (738,304)
Other........................................... 176,733 593,083 --
------------- ----------- -----------
Net cash (used in) provided by operating
activities.................................. (164,409) 6,558,346 (1,805,777)
------------- ----------- -----------
Investing activities:
Purchases of flight equipment and other property and
equipment......................................... (1,154,641) (1,704,862) (630,542)
Proceeds from the sale of flight equipment.......... -- 15,131 3,900
Decrease (increase) in other assets................. 3,213 85,321 (490,874)
Proceeds from certificate of deposit................ -- -- 2,246,725
------------- ----------- -----------
Net cash (used in) provided by investing
activities.................................. (1,151,428) (1,604,410) 1,129,209
------------- ----------- -----------
Financing activities:
Proceeds from issuance of debt...................... -- 20,456 --
Repayment of long-term debt......................... (5,882,457) (3,988,130) (2,200,021)
Proceeds from short-term note payable and line of
credit............................................ 127,070,395 455,000 7,683,520
Payments on short-term note payable and line of
credit............................................ (117,709,561) (1,587,799) (5,625,174)
Redemption of warrant............................... (281,750) -- --
Proceeds from sale of common stock.................. 30,959 41,507 1,001,446
------------- ----------- -----------
Net cash provided by (used in) financing
activities.................................. 3,227,586 (5,058,966) 859,771
------------- ----------- -----------
Net change in cash............................ 1,911,749 (105,030) 183,203
Cash:
Beginning of year................................... 83,957 188,987 5,784
------------- ----------- -----------
End of year......................................... $ 1,995,706 $ 83,957 $ 188,987
============= =========== ===========
See accompanying notes to financial statements.
22
GREAT LAKES AVIATION, LTD.
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
2000 1999 1998
------------- ----------- -----------
Supplementary cash flow information:
Cash paid during the year for:
Interest.......................................... $ 9,905,457 $ 5,445,242 $ 3,816,844
Income taxes...................................... -- 115,000 --
============= =========== ===========
Noncash transactions--
Long-term debt issued in acquisition of Beechcraft
1900D airliners................................... $ -- $75,665,924 $ --
Conversion of deferred lease payments to long-term
debt.............................................. 1,981,902 1,320,307 --
Conversion of line of credit to long-term debt...... 4,713,429 -- --
Inventory returned in exchange for reduction of line
of credit......................................... -- 944,554 --
------------- ----------- -----------
$ 6,695,331 $77,930,785 $ --
============= =========== ===========
Disposition of Beechcraft 1900C aircraft through like
kind exchange....................................... $ -- $ -- $23,724,490
Cancellation of long-term debt associated with
Beechcraft 1900C aircraft........................... -- -- 17,337,009
Acquisition of Beechcraft 1900D aircraft through like
kind exchange....................................... -- -- 22,333,455
Long-term debt issued in acquisition of Beechcraft
1900D aircraft through like-kind exchange........... -- -- 20,379,451
Common stock issued in exchange for reduction of
accounts payable.................................... -- -- 750,000
Common stock issued in exchange for termination of
notes payable....................................... 250,000
------------- ----------- -----------
$ -- $ -- $84,774,405
============= =========== ===========
See accompanying notes to financial statements.
23
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS
BUSINESS
The Company operates as United Express under a cooperative marketing agreement
(United Express Agreement) with United Airlines, Inc. (United) and provides
service to 57 destinations in the Upper Midwest and Mountain West Region as
of December 31, 2000.
The United Express Agreement expired on December 31, 1997. In 2000, 1999 and
1998, the Company and United operated as if the principal day-to-day
operational provisions of the previous code sharing agreement were still
effective. On February 1, 2001, the Company and United entered into a new
three-year code sharing agreement which will become effective May 1, 2001.
Under this new agreement, the Company no longer will operate under the name
"United Express"; rather, it will operate under its own name and be
displayed in reservations systems under its own code when it is not flying a
segment as part of a code sharing flight. The agreement provides for use of
United's flight designator for Great Lakes flights connecting with United
flights in Denver and Chicago and permits the Company to enter into code
sharing agreements with certain other carriers. The Company will continue to
participate in United's Mileage Plus frequent flyer program. In conjunction
with the new code sharing agreement, the Company entered into a transition
agreement with United whereby the Company is to develop and implement its
own reservation system by no later than January 31, 2002. The transition
agreement also requires United to provide financial support to Great Lakes
to cover a substantial portion of the Company's cost of returning to
marketing itself under its own identity, such as the painting of its
aircraft, development of the Company's own label and new uniforms for
employees.
Passenger revenues during 2000, 1999, and 1998, were derived 100 percent,
100 percent and 99 percent from United Express operations. Approximately
75 percent, 68 percent, and 49 percent of the United Express passengers
connected with United for the years ended December 31, 2000, 1999, and 1998,
respectively.
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. Actual results could differ from those estimates.
UNION AGREEMENTS
The Company's pilots are represented by the International Brotherhood of
Teamsters. The agreement with the pilots became amendable October 30, 2000,
and negotiations are continuing. The Company's flight attendants are also
represented by the International Brotherhood of Teamsters, and the agreement
with the flight attendants becomes amendable April 1, 2002.
ACCOUNTS RECEIVABLE
Substantially all accounts receivable balances are due from various airlines,
with approximately 60 percent of the December 31, 2000 and December 31,
1999, balances, respectively due from United. All receivables are pledged as
collateral securing a $20,000,000 line of credit.
24
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS (CONTINUED)
INVENTORIES
Inventories consist of flight equipment spare parts and fuel and are stated at
the lower of average cost or market. An allowance for depreciation is
provided at rates which depreciate the cost of flight equipment spare parts,
less estimated residual value, over the estimated useful lives of the
related aircraft. The accumulated allowances were $9,540,952 and $8,733,827,
respectively, at December 31, 2000 and 1999. Expendable parts are charged to
maintenance expense as used. Inventories consisting of Beech aircraft spare
parts and equipment are pledged as collateral securing a $20,000,000 line of
credit and a Raytheon term note.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and depreciated on a straight-line
basis for financial reporting purposes over estimated useful lives of
14-20 years for flight equipment and 3-10 years for other property and
equipment. Leasehold improvements are amortized over the shorter of the life
of the lease or the life of the asset. Accelerated methods of depreciation
are used for tax reporting purposes. All owned aircraft are pledged to
collateralize outstanding obligations.
Maintenance and repairs, including periodic aircraft overhauls, are expensed as
incurred.
OTHER ASSETS
Approximately $1,475,000 of long-term deposits on aircraft operating leases at
December 31, 2000 and 1999, were included in other assets.
DEFERRED PAYMENTS
During 1997, the Company failed to make scheduled payments on several leases and
subsequently renegotiated substantially all of its lease agreements. The
renegotiated leases contain higher monthly payments and longer payment terms
than the original agreements. The unpaid rentals have been accrued and
expensed in the period to which they related and are being paid over the new
lease terms of the aircraft.
During February and March of 2001, the Company did not make scheduled debt and
lease payments to Raytheon of approximately $2 million. In addition, the
Company did not make scheduled lease payments of $225,000 to two lessors on
four aircraft. The Company intends to restructure the payments to a later
time.
DEFERRED CREDITS
The Company has received various incentives in the form of interest rate
subsidies and spares parts in connection with the acquisition of new
aircraft. Incentives are being amortized as a reduction of rent expense or
interest expense over the term of the related agreement.
REVENUE RECOGNITION
Passenger revenues are recorded as income when the respective services are
rendered. Liability for unused tickets issued by the Company is recorded as
unearned revenue. The Company also receives public
25
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS (CONTINUED)
service subsidy revenues for serving certain communities that do not
generate sufficient traffic to fully support profitable air service, which
are recorded as income as the agreed upon air service is furnished by the
Company.
FREQUENT FLYER AWARDS
The Company operates under a code-sharing agreement with United, and
participates in its frequent flyer program. The Company has not deferred any
revenue or accrued for incremental costs for mileage accumulation relating
to these programs, as the impact has not been material.
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period
that includes the enactment date.
INCOME (LOSS) PER SHARE
Basic income (loss) per share have been computed by dividing net income (loss)
by the weighted-average number of shares of common stock during outstanding
each of the years presented. Diluted income (loss) per share have been
calculated by also including in the computation the impact of the issuance
of common stock pursuant to the exercise of outstanding warrants and the
effect of those employee stock options granted to employees as potential
common stock that would be dilutive. Since the Company had suffered a net
loss in the year ended December 31, 2000, the effects of potential common
stock issuance's were not included in the calculation, as their effects
would be anti-dilutive.
STOCK OPTION PLANS
The Company has elected the pro forma disclosure option of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation". The Company will continue applying the accounting treatment
prescribed by the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations. Pro forma net income
(loss) and pro forma net income (loss) per share have been provided as if
SFAS No. 123 were adopted for all stock-based compensation plans.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates, methods, and assumptions are set forth below:
Cash, accounts receivable, accounts payable and accrued liabilities:
The carrying amount approximates fair value because of the short-term nature
of these instruments.
26
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS (CONTINUED)
Long-term debt:
Based upon the Company's concentration of long-term debt with the
manufacturer of aircraft, the fair value of long-term debt was not
reasonably determinable.
(2) LIQUIDITY AND GOING-CONCERN MATTERS
The Company has suffered significant losses in the fourth quarter of fiscal
2000, the year ended December 31, 2000, and the first two months of fiscal
2001 and has current liabilities in excess of current assets at
December 31, 2000. As a result of these losses, the Company is currently not
in compliance with its line of credit financial covenants. The Company's
ability to continue as a going concern depends upon its ability to utilize
its line of credit to pay its obligations as they come due, upon maintaining
adequate liquidity, and achieving sustained profitability. The accompanying
financial statements have been prepared on a going concern basis which
assumes continuity of operations and realization of assets and liabilities
in the ordinary course of business. The financial statements do not include
any adjustments that might result if the Company was forced to discontinue
its operations.
Because of the recent nature of these losses, the Company currently has no
financing agreements in place under which it can secure additional funds.
The Company is currently exploring alternatives to meet its future liquidity
requirements and is making payment to significant creditors as current cash
flow allows. The Company is in current contact with certain of these
creditors regarding its slowness in payments. To date, no formal action has
been taken by the Company's creditors. However, no assurance can be given
that the Company's creditors may not take such action. Historically, the
operations have been highly seasonal with the second and third quarters of
the calendar year producing significantly more cash flow than the first and
fourth quarters.
(3) NONRECURRING EXPENSES
In February 1998, the Company entered into an agreement to sell all of their
remaining Brasilia aircraft and their Brasilia spare part inventories and
began negotiating with the lessors and creditors for release of the Brasilia
aircraft. In April 1998, due to the expanded service into the Denver market,
the Company determined that they had a continuing need for five of their
Brasilia aircraft, and began negotiating with the other party for a
modification of the agreement. The agreement to sell all the Brasilia
aircraft was modified and the Company disposed of only two aircraft and
utilizes the remaining Brasilia aircraft in its operations. As a result of
the modification in the agreement to sell Brasilia aircraft, the Company
reversed, in 1998, an accrual of $543,933 that was made in 1997 for the
intended disposal of three Brasilia aircraft that did not occur. Offsetting,
this reversal was an additional accrual of $689,738 needed for a final
settlement reached regarding two Brasilia aircraft that were returned to a
lessor in 1997, resulting in a net non-recurring charge of $145,805 in 1998.
27
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(4) FLIGHT EQUIPMENT
The Company's airline fleet consisted of Beechcraft Model 1900 19-passenger and
Embraer Brasilia Model 120 30-passenger aircraft summarized as follows at
December 31, 2000 and 1999:
2000 AND 1999
----------------------------------
BEECHCRAFT BEECHCRAFT
1900C 1900D BRASILIA
---------- ---------- --------
Owned....................................................... -- 28 4
Operating leases............................................ 4 12 4
--------- -- --
4 40 8
========= == ==
On April 23, 1998, the Company received twenty-two Beechcraft 1900D aircraft
from Raytheon. The Company was paying $30,007 a month for each aircraft as
rent to Raytheon. In July 1999, the Company purchased these aircraft through
the issuance of notes payable to Raytheon.
Lease commitments for aircraft as of December 31, 2000 were as follows:
BEECHCRAFT
1900 BRASILIA TOTAL
----------- ----------- -----------
2001.................................. $ 6,816,000 $ 2,709,888 $ 9,525,888
2002.................................. 6,816,000 2,709,888 9,525,888
2003.................................. 6,816,000 2,467,788 9,283,788
2004.................................. 6,816,000 1,741,488 8,557,488
2005.................................. 6,596,000 1,741,488 8,337,488
Thereafter............................ 37,122,000 12,408,102 49,530,102
----------- ----------- -----------
$70,982,000 $23,778,642 $94,760,642
=========== =========== ===========
Non-aircraft Lease commitments are set forth in Note 9.
(5) NOTES PAYABLE AND LONG-TERM DEBT
Raytheon Aircraft Corp. and its financing affiliates (collectively, "Raytheon")
is the Company's primary aircraft supplier and largest creditor. The Company
has financed all but one of its Beechcraft 1900 aircraft and one of its
Brasilia aircraft pursuant to lease and debt agreements with Raytheon.
Raytheon had also extended the Company a total of $10 million through a line
of credit and a short-term note payable to finance the Company's operating
cash needs (collectively, the "Raytheon Agreements"). The line of credit and
a short-term note payable as extended, expired by their terms on June 30,
1999. On January 7, 2000, the Company entered into an agreement with Coast
Business Credit for a $20 million revolving credit facility. In connection
with entering into the revolving credit facility, the Company paid Raytheon
$5 million to retire the short-term note. On December 1, 2000 the Company
entered into an agreement with Raytheon to convert the remaining line of
credit into a three-year installment note.
28
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(5) NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)
Notes payable and current maturities of long-term debt consist of the following
at December 31, 2000 and 1999:
2000 1999
----------- -----------
Line of credit with Coast Business Credit(A)....... $13,161,347 $ --
Term note to Raytheon(B)........................... -- 5,000,000
Line of credit with Raytheon Note(C)............... -- 3,572,647
Current maturities of long-term debt............... 9,414,568 5,851,064
----------- -----------
$22,575,915 $14,423,711
=========== ===========
- ------------------------
(A) On January 7, 2000, the Company entered into a $20 million line of credit
agreement with Coast Business Credit. Under the terms of the agreement the
Company may borrow up to 85 percent of the Company's Eligible Billed and
Unbilled Receivables as defined in the agreement. At December 31, 2000, the
amount available under the agreement was $13,161,347 all of which had been
borrowed. The line of credit bears interest at a rate of prime plus
.5 percent and in no event shall the rate be less than 8 percent per annum.
The line of credit also contains various restrictive covenants. The Company
is in default under this agreement and is incurring a 3.0 percent-interest
rate penalty as a result of not meeting financial requirements related to
tangible net worth. At December 31, 2000 the interest rate was
13.0 percent.
(B) The Company entered into a short-term note with Raytheon in July 1997. In
January 2000, the note was paid in full in connection with the $20 million
line of credit agreement with Coast Business Credit.
(C) The Company entered into a $2.5 million line of credit with Raytheon that
was later amended and increased to $5.0 million. The line of credit was
converted to a term note on December 1, 2000 and is classified in
(D) below. The term note and interest is due over 36 monthly payments
beginning June 30, 2001. The term note bears interest at prime rate, which
was 9.5 percent at December 31, 2000 and is secured by Beech aircraft and is
cross-collateralized with the other Raytheon Agreements.
Long-term debt consists of the following at December 31, 2000 and 1999:
2000 1999
------------ ------------
Raytheon(D)...................................... $ 98,709,027 $ 96,664,206
Other long-term notes(E)......................... 6,759,520 7,887,582
------------ ------------
105,468,547 104,551,788
Less current maturities of long-term debt........ 9,414,568 5,851,064
------------ ------------
$ 96,053,979 $ 98,700,724
============ ============
- ------------------------
(D) The Raytheon notes consist of 31 term notes in 2000 and 29 term notes in
1999. On July 1, 1999, the Company entered into 22 term notes to purchase 22
1900D Beechcraft airliners. The outstanding notes at December 31, 2000
require monthly payments ranging from $30,000 to $84,500, including
interest, with total payments on these notes approximating $1,223,000 per
month. The interest rates on the notes range from 7.15 percent to
8.5 percent as of December 31, 2000. The notes mature from
29
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(5) NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)
October 2001 to August 2012 and are collateralized by aircraft. On
November 1, 2000 the Company entered into an agreement converting certain
deferred lease payments on 1900C aircraft to a term note. The note requires
monthly payments through October, 2003 with an interest rate equal to prime
which was 9.5 percent at December 31, 2000.
(E) Other long-term notes consist of four term notes which require monthly or
quarterly payments including interest. The interest rates on the notes are
approximately 9.05 percent at December 31, 2000. Three of these notes are
collateralized by aircraft.
In connection with the refinancing of the Company's long-term notes, short term
note agreements, and the restructuring of the Company's lease agreements,
the Company issued Raytheon a warrant to purchase one million shares of the
Company's stock, at the then current market price of the stock. The warrant
was exercisable for ten years beginning July 16, 1998 at a price of $.75 per
share. Accordingly, the Company recorded a discount equal to the estimated
fair value of the warrant on the date of issuance ($650,000), which is being
amortized as additional interest expense over the weighted average life of
the debt and lease agreements to which it relates. On October 7, 2000 the
Company exercised the call option of the warrant agreement, and paid
$281,750 to retire the warrant.
As of December 31, 2000, the long-term debt obligations due in the five
subsequent years and thereafter were as follows:
BEECHCRAFT
1900S BRASILIAS OTHER TOTAL
----------- ---------- ---------- ------------
2001....................... $ 4,312,246 $2,918,885 $2,183,437 $ 9,414,568
2002....................... 4,654,369 1,368,549 2,266,210 8,289,128
2003....................... 5,023,759 1,454,482 2,335,551 8,813,792
2004....................... 5,422,600 620,509 7,161 6,050,270
2005....................... 5,853,250 678,825 -- 6,532,075
Thereafter................. 65,465,173 1,345,041 -- 66,810,214
----------- ---------- ---------- ------------
$90,731,397 $8,386,291 $6,792,359 $105,910,047
=========== ========== ========== ============
(6) INCOME TAXES
Income taxes for the years ended December 31, 2000, 1999 and 1998 consisted of
current state income taxes of $6,116, $-0- and $115,000, respectively.
The federal statutory tax rate differs from the Company's effective income tax
rate for the years ended December 31 as follows:
2000 1999 1998
-------- -------- --------
Federal statutory rate.................................. 34.0% 34.0% 34.0%
State income taxes, net of federal benefit.............. -- -- 4.5
Change in valuation allowance........................... (34.0) (34.0) (34.0)
----- ----- -----
--% --% 4.5%
===== ===== =====
30
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
(6) INCOME TAXES (CONTINUED)
Deferred tax assets (liabilities) as of December 31 were as follows:
2000 1999
------------ ------------
Deferred tax assets
Net operating loss carry forwards.............. $ 20,129,000 $ 10,363,000
Accrued liabilities and other.................. 5,159,000 6,190,000
------------ ------------
Total gross deferred tax asset............... 25,288,000 16,553,000
Less valuation allowance..................... (16,268,000) (12,017,000)
------------ ------------
Total deferred tax asset..................... 9,020,000 4,536,000
------------ ------------
Deferred tax liabilities
Property and equipment......................... (9,020,000) (4,536,000)
------------ ------------
Total deferred tax asset (liability)......... $ -- $ --
============ ============
The Company has net operating loss carry forwards for federal income tax
purposes totaling approximately $57,570,000 at December 31, 2000, expiring
in years from 2005 through 2020. The net change in total valuation allowance
for the years ended December 31, 2000, 1999 and 1998 was an increase of
$4,251,000, $2,919,000 and a decrease of $306,000, respectively.
(7) EMPLOYEE BENEFIT PLANS
401(k)
The Company maintains a qualified 401(k) employee savings plan for the benefit
of substantially all employees. The Company matches up to 4 percent of
participating employees' contributions. Company contributions totaled
$318,000 in 2000, $337,000 in 1999 and $268,000 in 1998.
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 non-qualified 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. Options outstanding
under the Plans become exercisable one-fifth in years one through five from
the date of grant. The options expire after ten years from the date of
grant. Options are forfeited upon termination for reasons other than
retirement, death or disability.
31
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(7) EMPLOYEE BENEFIT PLANS (CONTINUED)
The Company applies APB Opinion No. 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. Had compensation cost for the Company's fixed stock option
plans been determined consistent with SFAS No. 123, the Company's net (loss)
income and (loss) income per share would have been impacted as follows:
YEARS ENDED DECEMBER 31,
-------------------------------------
2000 1999 1998
----------- ---------- ----------
Net (loss) income as reported............ $(8,238,833) $2,727,978 $2,721,810
Pro forma net (loss) income.............. $(8,338,525) $2,571,000 $2,643,717
Basic (loss) income per share as
reported............................... $ (0.95) $ 0.32 $ 0.34
Pro forma basic (loss) income per
share.................................. $ (0.96) $ 0.30 $ 0.33
Diluted (loss) income per share as
reported............................... $ (0.95) $ 0.29 $ 0.31
Pro forma diluted (loss) income per
share.................................. $ (0.96) $ 0.28 $ 0.30
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model. The following weighted-average
assumptions were applied in determining pro forma compensation cost:
YEARS ENDED DECEMBER 31,
------------------------------------
2000 1999 1998
-------- -------- --------
Risk-free interest rate.............................. 5.87% 5.10% 5.77%
Expected dividend yield.............................. 0% 0% 0%
Expected option life................................. 5 5 5
Expected Stock price volatility...................... 70.42% 93.20% 89.68%
A summary of the status of the Company's fixed option plans as of December 31,
2000, 1999, and 1998 and changes during the years ended on those dates is
presented below:
2000 1999 1998
--------------------------- --------------------------- ---------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
-------- ---------------- -------- ---------------- -------- ----------------
Outstanding at
beginning of
year............... 310,000 $3.27 330,000 $3.26 68,000 $6.43
Granted.............. 150,000 $1.56 50,000 $2.75 277,000 $2.77
Forfeited............ (90,000) $2.93 (70,000) $2.82 (15,000) $2.75
------- ------- --------
Outstanding at end of
year............... 370,000 $2.82 310,000 $3.27 330,000 $3.26
======= ======= ========
Options exercisable
at year end........ 120,000 $4.02 90,800 $4.43 28,600 $6.43
Weighted-average fair
value of options
granted during the
year............... $ 1.38 $ 2.03 $ 2.05
32
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(7) EMPLOYEE BENEFIT PLANS (CONTINUED)
A summary of stock options outstanding and exercisable as of December 31, 2000
are as follows:
OPTIONS OUTSTANDING
----------------------------------------------- OPTIONS EXERCISABLE
WEIGHTED ------------------------------
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING LIFE AVERAGE EXERCISE NUMBER AVERAGE EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING (YEARS) PRICE EXERCISABLE PRICE
- ------------------------ ----------- -------------- ---------------- ----------- ----------------
$1.063-1.75 140,000 9.5 $ 1.38 6,000 $ 1.41
$2.75 166,000 7.5 $ 2.75 70,000 $ 2.75
$3.875-$5.785 34,000 4.6 $ 5.05 34,000 $ 5.05
$11.00 10,000 3.0 $11.00 10,000 $11.00
------- -------
370,000 120,000
======= =======
EMPLOYEE STOCK PURCHASE PLAN
The Company maintains an employee stock purchase plan. Under the plan, certain
employees are eligible to purchase an aggregate of not more than 125,000
shares of the Company's common stock at 95 percent of the lower of the fair
market value at the beginning or the end of the calendar year in which the
shares are purchased. In 2000, 9,760 and 10,451 shares were purchased with
2000 and 1999 payroll withholdings, and in 1999, 46,597 shares were
purchased with 1998 payroll withholdings.
(8) INCOME (LOSS) PER SHARE
The following tables provide a reconciliation of the numerators and
denominators of the basic and diluted income per share computations for the
periods presented:
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------
2000 1999
------------------------------------ ----------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMER.) (DENOM.) AMOUNT (NUMER.) (DENOM.) AMOUNT
------------ --------- --------- ---------- --------- ---------
Basic income (loss) per share
Net (loss) income
attributed to common
shareholders............. $ (8,238,833) 8,645,774 $(0.95) $2,727,978 8,634,204 $0.32
====== =====
Effect of dilutive securities
Stock warrants............. -- -- -- 358,188
Stock options.............. -- -- -- 2,334
------------ --------- ---------- ---------
Diluted income (loss) per
share
Net (loss) income
attributed to common
shareholders............. $(8, 238,833) 8,645,774 $(0.95) $2,727,978 8,994,726 $0.29
============ ========= ====== ========== ========= =====
YEARS ENDED DECEMBER 31,
----------------------------------
1998
----------------------------------
INCOME SHARES PER SHARE
(NUMER.) (DENOM.) AMOUNT
---------- --------- ---------
Basic income (loss) per share
Net (loss) income
attributed to common
shareholders............. $2,721,810 7,924,719 $0.34
=====
Effect of dilutive securities
Stock warrants............. -- 754,343
Stock options.............. -- 23,730
---------- ---------
Diluted income (loss) per
share
Net (loss) income
attributed to common
shareholders............. $2,721,810 8,702,792 $0.31
========== ========= =====
(9) COMMITMENTS AND CONTINGENCIES
TRANSACTIONS WITH AFFILIATES
The Company leases certain small aircraft used in its charter operations and in
2000 and 1999, the Company leased one Beechcraft 1900D used in airline
operations from a company owned by Great Lakes' president and majority
stockholder. Total payments under these leases that the Company had with
entities that are owned by the Company's president were $587,000 in 2000 and
$598,000 in 1999.
33
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) COMMITMENTS AND CONTINGENCIES (CONTINUED)
NON-AIRCRAFT LEASE COMMITTMENTS
The Company leases certain hanger and terminal facilities under operating
leases, which provide for approximate future minimum lease payments, as
follows:
2001........................................................ $1,961,585
2002........................................................ 1,529,797
2003........................................................ 1,430,705
2004........................................................ 1,408,716
2005........................................................ 1,408,716
LITIGATION
The Company is a defendant in a lawsuit arising from the collision of a small
aircraft with one of the Company's Beechcraft 1900 aircraft in Quincy,
Illinois on November 19, 1996. The collision occurred at the intersection of
two runways as the Company's aircraft was landing, and resulted in the death
of all ten passengers and the two crewmembers. The Company's insurance
carrier is providing for the Company's defense in the lawsuit and the
Company believes that all claims arising from the accident will be
adequately covered by insurance.
The Company is a party to other ongoing legal claims and assertions arising in
the ordinary course of business. In the opinion of management, the
resolution of these matters will not have a material adverse effect on the
Company's financial position, results of operations, or cash flows.
34
GREAT LAKES AVIATION, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(10) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following presents selected quarterly unaudited financial data for each
of the years ended December 31, 2000 and 1999 (in thousands, except for per
share information):
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
----------- -------- -------- ----------- -----------
2000
- --------------------------------------
Operating revenues.................... $ 31,950 $33,962 $36,434 $ 31,244 $ 133,590
Operating income (loss)............... 902 4,036 3,797 (7,799) 936
Net income (loss)..................... (1,177) 1,767 1,508 (10,337) (8,239)
=========== ======= ======= =========== ===========
Net income (loss) per share
Basic............................... $ (0.14) $ 0.20 $ 0.17 $ (1.20) $ (0.95)
Diluted............................. $ (0.14) $ 0.19 $ 0.16 $ (1.20) $ (0.95)
Weighted average shares outstanding
Basic............................... 8,638 8,648 8,648 8,650 8,646
Diluted............................. 8,638 9,255 9,187 8,650 8,646
1999
- --------------------------------------
Operating revenues.................... $ 30,183 $33,300 $36,694 $ 31,193 $ 131,370
Operating income (loss)............... 145 2,979 5,326 259 8,702
Net (loss) income..................... (747) 2,034 3,412 (1,971) 2,728
=========== ======= ======= =========== ===========
Net income (loss) per share
Basic............................... $ (0.09) $ 0.24 $ 0.40 $ (0.23) $ 0.32
Diluted............................. $ (0.09) $ 0.22 $ 0.36 $ (0.23) $ 0.29
Weighted average shares outstanding
Basic............................... 8,624 8,624 8,637 8,637 8,634
Diluted............................. 8,624 9,352 9,365 8,637 9,336
The fourth quarter of 2000 contains certain year-end adjustments to accrued
expenses of $1.2 million and certain receivables of approximately
$2.5 million which relates to various periods. Additionally, overhaul
activity was concentrated in the fourth quarter, increasing maintenance and
related labor expense $2.6 million over the same period of the previous
year.
For 2000 and 1999 the first and fourth quarters reflect a net loss, the effect
of stock options and stock warrants are not included in the calculation of
earnings per share because their effects are anti-dulitive. As a result, the
total of the four quarters' diluted earnings per share will not equal the
diluted earnings per share for the year.
Except as set forth above, the foregoing financial data includes normal
recurring adjustments and, with the foregoing explanation, reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of such financial data. The Company's business is seasonal and,
accordingly, interim results are not indicative of results for a full year.
35
GREAT LAKES AVIATION LTD. AND SUBSIDIARY
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(11) SUBSEQUENT EVENT
On February 13, 2001, the Company received an unsolicited offer from
Tennenbaum & Co., LLC, the largest outside shareholder of the Company, for
the purchase of all of the outstanding shares of the Company's Common Stock
at a purchase price of $4.00 per share. Such offer is dependent on, among
other things, the completion of a due diligence review of the Company by
Tennenbaum & Co., LLC. The Company's Board of Directors has established a
special committee to evaluate the offer. The Company is evaluating its
financing alternatives concurrently with the special committee's evaluation
of the offer by Tennenbaum & Co., LLC.
ADDITIONS
------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
CLASSIFICATION BEGINNING COSTS AND ACCOUNTS- END OF
INVENTORY RESERVES YEAR EXPENSES DESCRIBE(1) YEAR
- ------------------ ---------- ---------- ----------- ----------
2000
Inventory Reserves............................ $8,733,872 $ 807,125 $ -- $9,540,952
1999
Inventory Reserves............................ $8,057,327 $ 676,500 $ -- $8,733,827
1998
Inventory Reserves............................ $3,513,000 $1,027,817 $3,516,510 $8,057,327
- ------------------------
(1) Balance sheet adjustment related to Brasilia aircraft inventory.
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted as
not required, not applicable or the information required has been included
elsewhere in the financial statements and related notes.
36
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors of the Company is incorporated herein by
reference to the descriptions set forth under the caption "Executive Officers"
and "Election of Directors" in the Proxy Statement for Annual Meeting of
Shareholders to be held May 11, 2001 (the "2001 Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated herein by
reference to the information set forth under the caption "Executive
Compensation" in the 2001 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management of the Company is incorporated herein by reference to the information
set forth under the caption "Security Ownership of Certain Beneficial Owners and
Management" in the 2001 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and transactions between the
Company and related parties is incorporated herein by reference to the
information set forth under the caption "Certain Relationships and Related
Transactions" in the 2001 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) REPORTS ON FORM 8-K. During the fourth quarter ended December 31, 2000, the
Company filed no reports on Form 8-K with the Securities and Exchange
Commission. Subsequent to December 31, 2000, the Company did file the
following report, form 8-K: February 7, 2001 announcing a change in the
relationship with United Airlines to a code-sharing partnership.
(b) 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 Promissory Note payable to Raytheon in the amount of
$3,445,000, dated December 30, 1992, together with related
security agreement.(1)
10.2 Schedule identifying other Promissory Notes payable to
Raytheon, which are substantially identical in all
material respects to Exhibit 10.1.(1)
10.3 Form of Aircraft Lease Agreement dated March 6, 1990, by and
between Raytheon and the Company.(1)
10.4 United Express Agreement, dated February 28, 1992, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
37
10.5 Standard Ground Handling Agreement, dated April 3, 1991, by
and between United Air Lines, Inc. and the Company.(1)
10.6 United Express Fare Revenue Sharing Agreement, dated
February 28, 1992, by and between United Air Lines, Inc.
and the Company (certain portions deleted pursuant to
request for confidential treatment).(1)
10.7 Letter Agreement, dated April 21, 1995, amending the United
Express Agreement (certain portions deleted pursuant to
request for confidential treatment).(1)
10.8 United Express Interline Agreement, dated February 28, 1992,
by and between United Air Lines, Inc. and the Company.(1)
10.9 O'Hare License Agreement, dated April 1, 1991, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
10.10 Airport/Airport Facilities Lease Agreement, dated November
1, 1989, by and between Minneapolis-St. Paul Airport and
the Company.(1)
10.11 Great Lakes Aviation, Ltd. 1993 Stock Option Plan.(1)
10.12 1993 Director Stock Option Plan.(1)
10.13 Great Lakes Aviation, Ltd. Employee Stock Purchase Plan.(1)
10.14 Facilities Lease Agreement, dated February 18, 1992, by and
between the City of Spencer, Iowa and the Company.(1)
10.15 Agreement in Principle, dated August 29, 1991, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
10.16 Fifth Amendment to the Agreement in Principle, dated
November 12, 1993, by and between United Air Lines, Inc.
and the Company (certain portions deleted pursuant to
request for confidential treatment).(1)
10.17 Aircraft Finance Agreement, dated March 1, 1994, by and
between Raytheon and the Company.(2)
10.18 Negotiable Promissory Note dated March 30, 1996, from the
Company to Raytheon Aircraft Credit Corporation.(2)
10.19 Negotiable Promissory Note, dated July 31, 1996, from the
Company to Raytheon Aircraft Credit Corporation.(5)
10.20 Pledge and Assignment Agreement entered into between
registrant and Raytheon Aircraft Credit Corporation, dated
July 11, 1997.(6)
10.21 Agreement Pertaining to Loans and Leases entered into
between registrant and Raytheon Aircraft Credit
Corporation, dated July 11, 1997.(6)
10.22 Security Agreement and Encumbrance Against All Carrier
Aircraft, Engines, Propellers, Appliances and Spare Parts
entered into between registrant and Raytheon Aircraft
Credit Corporation, dated July 11, 1997.(6)
10.23 Loan and Security Agreement, dated December 31, 2000 with
Coast Business Credit, a division of Southern Pacific
Bank.(7)
10.24 Amendment Number One to Loan and Security Agreement, dated
as of January 7, 2000, between Coast Business Credit, a
division of Southern Pacific Bank and the Company.(7)
10.25 Side Letter, dated as of January 5, 2000, regarding
Representations and warranties respecting Sections 5.17
and 5.18 of the Loan and Security Agreement, dated as of
December 31, 1999, by and among Coast Business Credit, a
division of Southern Pacific Bank and the
Company.(7)
38
10.26 Security Agreement and Encumbrance Against Air Carrier
Aircraft Spare Parts, dated as of December 31, 1999
between Coast Business Credit, a division of Southern
Pacific Bank and the Company.(7)
10.27 Intercreditor Agreements, dated December 31, 1999 by and
among Coast Business Credit, a division of Southern
Pacific Bank, Raytheon Aircraft Credit Corporation and the
Company.(7)
10.28* Negotiable Promissory Note dated December 1, 2000 from the
Company to Raytheon Aircraft Credit Corporation.
23* Consent of KPMG LLP
- ------------------------
* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, Registration No. 33-71180 (the "Form S-1").
(2) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
(5) Incorporated by reference to the Company's Form 8-K, File Number 97616934,
filed May 23, 1997.
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998.
(7) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
39
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
GREAT LAKES AVIATION, LTD.
By /s/ DOUGLAS G. VOSS
-----------------------------------------
Douglas G. Voss
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: March 26, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DOUGLAS G. VOSS
------------------------------------------- President, Chief Executive March 26, 2001
Douglas G. Voss Officer and Director
/s/ RICHARD A. HANSON
------------------------------------------- Vice President--Finance March 26, 2001
Richard A. Hanson
/s/ VERNON A. MICKELSON
------------------------------------------- Director March 26, 2001
Vernon A. Mickelson
/s/ GAYLE R. BRANDT
------------------------------------------- Director March 26, 2001
Gayle R. Brandt
/s/ IVAN L. SIMPSON
------------------------------------------- Director March 26, 2001
Ivan L. Simpson
40
EXHIBIT INDEX
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 Promissory Note payable to Raytheon in the amount of
$3,445,000, dated December 30, 1992, together with related
security agreement.(1)
10.2 Schedule identifying other Promissory Notes payable to
Raytheon, which are substantially identical in all
material respects to Exhibit 10.1.(1)
10.3 Form of Aircraft Lease Agreement dated March 6, 1990, by and
between Raytheon and the Company.(1)
10.4 United Express Agreement, dated February 28, 1992, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
10.5 Standard Ground Handling Agreement, dated April 3, 1991, by
and between United Air Lines, Inc. and the Company.(1)
10.6 United Express Fare Revenue Sharing Agreement, dated
February 28, 1992, by and between United Air Lines, Inc.
and the Company (certain portions deleted pursuant to
request for confidential treatment).(1)
10.7 Letter Agreement, dated April 21, 1995, amending the United
Express Agreement (certain portions deleted pursuant to
request for confidential treatment).(1)
10.8 United Express Interline Agreement, dated February 28, 1992,
by and between United Air Lines, Inc. and the Company.(1)
10.9 O'Hare License Agreement, dated April 1, 1991, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
10.10 Airport/Airport Facilities Lease Agreement, dated November
1, 1989, by and between Minneapolis-St. Paul Airport and
the Company.(1)
10.11 Great Lakes Aviation, Ltd. 1993 Stock Option Plan.(1)
10.12 1993 Director Stock Option Plan.(1)
10.13 Great Lakes Aviation, Ltd. Employee Stock Purchase Plan.(1)
10.14 Facilities Lease Agreement, dated February 18, 1992, by and
between the City of Spencer, Iowa and the Company.(1)
10.15 Agreement in Principle, dated August 29, 1991, by and
between United Air Lines, Inc. and the Company (certain
portions deleted pursuant to request for confidential
treatment).(1)
10.16 Fifth Amendment to the Agreement in Principle, dated
November 12, 1993, by and between United Air Lines, Inc.
and the Company (certain portions deleted pursuant to
request for confidential treatment).(1)
10.17 Aircraft Finance Agreement, dated March 1, 1994, by and
between Raytheon and the Company.(2)
10.18 Negotiable Promissory Note dated March 30, 1996, from the
Company to Raytheon Aircraft Credit Corporation.(2)
10.19 Negotiable Promissory Note, dated July 31, 1996, from the
Company to Raytheon Aircraft Credit Corporation.(5)
41
10.20 Pledge and Assignment Agreement entered into between
registrant and Raytheon Aircraft Credit Corporation, dated
July 11, 1997.(6)
10.21 Agreement Pertaining to Loans and Leases entered into
between registrant and Raytheon Aircraft Credit
Corporation, dated July 11, 1997.(6)
10.22 Security Agreement and Encumbrance Against All Carrier
Aircraft, Engines, Propellers, Appliances and Spare Parts
entered into between registrant and Raytheon Aircraft
Credit Corporation, dated July 11, 1997.(6)
10.23 Loan and Security Agreement, dated December 31, 2000 with
Coast Business Credit, a division of Southern Pacific
Bank.(7)
10.24 Amendment Number One to Loan and Security Agreement, dated
as of January 7, 2000, between Coast Business Credit, a
division of Southern Pacific Bank and the Company.(7)
10.25 Side Letter, dated as of January 5, 2000, regarding
Representations and warranties respecting Sections 5.17
and 5.18 of the Loan and Security Agreement, dated as of
December 31, 1999, by and among Coast Business Credit, a
division of Southern Pacific Bank and the
Company.(7)
10.26 Security Agreement and Encumbrance Against Air Carrier
Aircraft Spare Parts, dated as of December 31, 1999
between Coast Business Credit, a division of Southern
Pacific Bank and the Company.(7)
10.27 Intercreditor Agreements, dated December 31, 1999 by and
among Coast Business Credit, a division of Southern
Pacific Bank, Raytheon Aircraft Credit Corporation and the
Company.(7)
10.28* Negotiable Promissory Note dated December 1, 2000 from the
Company to Raytheon Aircraft Credit Corporation.
23* Consent of KPMG LLP
- ------------------------
* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, Registration No. 33-71180 (the "Form S-1").
(2) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
(5) Incorporated by reference to the Company's Form 8-K, File Number 97616934,
filed May 23, 1997.
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998.
(7) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
42