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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission File No. 0-23224
GREAT LAKES AVIATION, LTD.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
IOWA 42-1135319
- ---------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1022 Airport Parkway, Cheyenne, Wyoming 82001
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 432-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
As of June 30, 2002, there were 8,680,186 shares of Common Stock, par value $.01
per share, issued and outstanding.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION .............................................. 1
Item 1. Financial Statements. .............................................. 1
a) Balance Sheets - unaudited
June 30, 2002 and December 31, 2001 ................................ 1
b) Statements of Operations - unaudited
Three months and Six months ended June 30, 2002 and 2001 ........... 2
c) Statements of Cash Flows - unaudited
Six months ended June 30, 2002 and 2001 ............................ 3
d) Condensed Notes to the unaudited
Interim Financial Statements ....................................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..................... 5
Item 3. Quantitative and Qualitative Disclosures
About Market Risk ................................................. 13
PART II. OTHER INFORMATION .................................................. 13
Item 1. Legal Proceedings .................................................. 13
Item 2. Changes in Securities and Use of Proceeds .......................... 14
Item 3. Defaults Upon Senior Securities .................................... 14
Item 4. Submission of Matters to a Vote of Security Holders ................ 14
Item 5. Other Information .................................................. 14
Item 6. Exhibits and Reports on Form 8-K ................................... 14
SIGNATURES .................................................................. 15
CERTIFICATIONS .............................................................. 16
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREAT LAKES AVIATION, LTD
Balance Sheets
(unaudited)
(in thousands, except share information)
June 30, 2002 December 31, 2001
------------- -----------------
ASSETS
CURRENT ASSETS:
Cash $ 387 $ 1,515
Accounts receivable, net allowance for doubtful accounts
of $160 17,004 9,837
Inventories, net 5,449 8,100
Prepaid expenses and other current assets 1,406 1,364
--------- ---------
Total current assets 24,246 20,816
--------- ---------
PROPERTY AND EQUIPMENT:
Flight equipment 128,120 132,343
Other property and equipment 7,386 7,064
Less accumulated depreciation and amortization (32,528) (30,199)
--------- ---------
Total property and equipment 102,978 109,208
OTHER ASSETS 2,455 2,087
--------- ---------
$ 129,679 $ 132,111
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Notes payable and current maturities of long-term debt $ 30,123 $ 28,508
Long-term debt classified as current 73,376 82,347
Accounts payable 13,820 16,647
Past due lease payments 9,794 6,235
Accrued liabilities and unearned revenue 13,284 7,109
--------- ---------
Total current liabilities 140,397 140,846
--------- ---------
LONG-TERM DEBT, net of current maturities 4,025 4,727
DEFERRED LEASE PAYMENTS 1,746 1,904
DEFERRED CREDITS 2,913 3,130
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.01 par value; 50,000,000 shares
authorized, 8,680,186 shares issued and
outstanding at June 30, 2002 and December 31, 2001 86 86
Paid-in capital 31,367 31,367
Accumulated deficit (50,855) (49,949)
--------- ---------
Total stockholders' equity (deficit) (19,402) (18,496)
--------- ---------
$ 129,679 $ 132,111
========= =========
See condensed notes to financial statements.
1
GREAT LAKES AVIATION, LTD.
Statements of Operations
For the Three and Six Months Ended June 30
(Unaudited)
(in thousands, except share and per share information)
For the Three Months For the Six Months
Ended June 30 Ended June 30
2002 2001 2002 2001
----------- ----------- ----------- -----------
OPERATING REVENUES:
Passenger $ 13,535 $ 21,680 $ 25,526 $ 44,811
Public service 8,753 3,905 15,941 7,267
Freight, charter and other 852 1,298 1,746 2,735
----------- ----------- ----------- -----------
Total operating revenues 23,140 26,883 43,213 54,813
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Salaries, wages and benefits 6,107 8,508 12,505 17,579
Aircraft fuel 2,997 5,083 5,566 10,148
Aircraft maintenance, materials
and component repairs 3,015 3,878 4,665 8,822
Commissions 296 713 620 1,480
Depreciation and amortization 1,761 1,771 3,526 3,504
Aircraft rental 1,854 2,087 3,890 4,418
Other rentals and landing fees 1,680 1,744 3,564 3,902
Other operating expenses 3,645 5,860 7,601 13,693
----------- ----------- ----------- -----------
Total operating expenses 21,355 29,644 41,937 63,546
----------- ----------- ----------- -----------
Operating income (loss) 1,785 (2,761) 1,276 (8,733)
Interest expense (1,721) (2,336) (3,594) (4,993)
Gain on insurance recovery 1,413 -- 1,413 --
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 1,477 $ (5,097) $ (905) $ (13,726)
=========== =========== =========== ===========
BASIC AND DILUTED EARNING (LOSS) PER SHARE $ .17 $ (.59) $ (.10) $ (1.59)
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 8,680,186 8,657,651 8,680,186 8,657,651
See condensed notes to financial statements.
2
GREAT LAKES AVIATION, LTD.
Statements of Cash Flow
For the Six Months Ended June 30
(Unaudited)
(in thousands)
2002 (1) 2001
-------- --------
OPERATING ACTIVITIES:
Net income (loss) $ (905) $(13,726)
Adjustments to reconcile net (loss) income to net cash used in
operating activities
Depreciation and amortization 3,526 3,273
Gain on insurance recovery (1,413)
Change in current operating items:
Accounts receivable, net (1,884) (373)
Inventories, net 1,062 (320)
Prepaid expenses and other current assets (42) 157
Accounts payable (2,828) 7,299
Past Due lease payments and deferred credits 3,842 980
Accrued liabilities and unearned revenue 6,071 (225)
-------- --------
Net cash flows provided by (used in)
operating activities 7,429 (2,935)
-------- --------
INVESTING ACTIVITIES:
Purchases of flight equipment and
other property and equipment (322) (266)
Change in other assets (366) 112
Proceeds from insurance recovery 973 --
-------- --------
Net cash flows provided by (used in)
investing activities 285 (154)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of notes payable and long-term debt -- 8,787
Repayment of notes payable and long-term debt (4,232) (2,954)
Payments on line of credit (4,610) (4,724)
-------- --------
Net cash flows provided by (used in)
financing activities (8,842) 1,109
-------- --------
NET CHANGE IN CASH (1,128) (1,980)
CASH:
Beginning of period 1,515 1,996
-------- --------
End of period $ 387 $ 16
======== ========
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for interest $ 356 $ 589
======== ========
(1) Amounts exclude one-time effect of recording insured loss of one owned and
one leased Beech 1900D and inventory in a hangar fire on May 14, 2002.
The net book values of the Company's inventory and flight equipment lost were
$794 and $3,821 respectively, and the Company had a debt obligation for the
aircraft of $3,184. In addition, the Company incurred a liability to Raytheon
Aircraft Credit Corporation for the stipulated loss value of the leased
aircraft. Insurance on the assets totaled $9,963 of which $7,672 is to be paid
to Raytheon on the foregoing obligations including past due interest and
deferred lease payments on these aircraft. A gain on insurance recovery of
$1,413 was recognized representing the excess of the total insurance over the
net book value of the Company's assets that were destroyed and liability
incurred on the leased aircraft.
At June 30, 2002, accounts receivable included a balance of $5,284 to be
received from insurance companies and accounts payable included a liability to
Raytheon of $4,610 for amounts due related to the destroyed aircraft. Through
June, 30, 2002 total cash received by the Company applicable to destroyed
aircraft parts was $973.
See condensed notes to financial statements
3
GREAT LAKES AVIATION, LTD.
CONDENSED NOTES TO THE UNAUDITED
INTERIM FINANCIAL STATEMENTS
General
The financial statements included herein have been prepared by Great Lakes
Aviation, Ltd. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the financial statements includes normal recurring adjustments and reflects
all adjustments, which are, in the opinion of management, necessary for a fair
presentation of such financial statements. The Company's business is seasonal
and, accordingly, interim results are not necessarily indicative of results for
a full year. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements for
the year ended December 31, 2001 and the notes thereto included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates include government subsidies, ticket pricing with code
sharing partners, depreciable lives, impairment and obsolescence and lease
termination costs. Actual results could differ from those estimates.
The Company
The Company operates as an independent airline and as code-sharing partners with
United Airlines, Inc. ("United") and Frontier Airlines, Inc ("Frontier"). At
August 1, 2002, The Company served 35 destinations in ten states to and from
Denver. It also served five destinations in three states to and from Chicago,
six destinations in three states to and from Minneapolis, and three destinations
in three states to and from Phoenix.
Due to losses in 2000, 2001 and the first six months of 2002, the Company has
exhausted its outside sources of working capital and has no financing agreements
in place under which it can secure additional funds. The Company is in arrears
in its payments to substantially all the institutions providing financing for
the Company's aircraft, which has resulted in substantially all of its long-term
debt being reclassified into current liabilities at December 31, 2001 and June
30, 2002. The Company is attempting to secure additional equity financing and a
restructuring of its obligations with its major creditors. No assurances can be
made that the Company will be successful in securing such equity financing and
financial restructuring.
The Company's auditors have included in their report dated April 10, 2002 on the
Company's financial statements for the year ended December 31, 2001 an
explanatory paragraph to the effect
4
that substantial doubt exists regarding the Company's ability to continue as a
going concern due to the Company's recurring losses from operations and limited
sources of additional liquidity.
New Accounting Pronouncements
Effective January 1, 2002, the Company has adopted FASB Statement No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" (FAS 144). The
statement addresses financial accounting and reporting related to the impairment
of assets and is effective for years beginning after December 15, 2001. While
Statement No. 144 supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, it retains many
of the fundamental provisions of that Statement. Statement No. 144 also
supersedes the accounting and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations-Reporting the Effects of Disposal of A
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. The
adoption of FAS 144 had no effect on the Company's financial position or results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The discussion and analysis in this section and in the notes to the financial
statements contain certain forward-looking terminology such as "believes,"
"anticipates," "will," and "intends," "expects to", or comparable terminology
which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Potential purchasers of the Company's securities are cautioned not to
place undue reliance on such forward-looking statements which are qualified in
their entirety by the cautions and risks described herein and in other reports
filed by the Company with the Securities and Exchange Commission.
5
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
June 30, 2002 AND 2001
The following table sets forth certain financial information regarding the
Company:
Statement of Operations Data
For the Three Months Ended June 30
------------------------------------------------
2002 2001
----------------------------- -----------------
Cents % Increase Cents
Amount Per (decrease) Amount Per
(in 000s) ASM from 2001 (in 000s) ASM
Operating Revenues
Passenger $ 13,535 15.3 (37.6)% $ 21,680 19.3
Public Service 8,753 9.9 124.1 3,905 3.5
Other 852 1.0 (34.4) 1,298 1.2
-------- ----- ----- -------- -----
Total Operating Revenues 23,140 26.1 (13.9) 26,883 23.9
-------- ----- ----- -------- -----
Operating Expenses
Salaries, wages and benefits 6,107 6.9 (28.2) 8,508 7.6
Aircraft fuel 2,997 3.4 (41.0) 5,083 4.5
Aircraft maintenance, materials
and component repairs 3,015 3.4 (22.3) 3,878 3.5
Commissions 296 0.3 (58.5) 713 0.6
Depreciation and amortization 1,761 2.0 (0.6) 1,771 1.6
Aircraft rental 1,854 2.1 (11.2) 2,087 1.9
Other rentals and landing fees 1,680 1.9 (3.7) 1,744 1.6
Other operating expense 3,645 4.1 (37.8) 5,860 5.2
-------- ----- ----- -------- -----
Total Operating Expenses 21,355 24.1 (28.0) 29,644 26.4
-------- ----- ----- -------- -----
Operating income (loss) 1,785 -- (164.7) (2,761) --
======== ===== ===== ======== =====
Interest expense 1,721 1.9 26.3 2,336 2.1
======== ====== ===== ======== =====
Gain on insurance recovery $ 1,413 -- -- $ -- --
======== ===== ===== ======== =====
Selected operating Data Increase(Decrease)
2002 from 2001 2001
------------ ---------- --------------
Available Seat Miles (000s) 88,665 (21.1)% 112,364
Revenue Passenger Miles (000s) 34,722 (41.1)% 58,999
Passenger Load Factor 39.2% (13.3)pts 52.5%
Passengers carried 129,785 (45.3)% 237,210
Average Yield per Revenue Passenger Mile 38.9(cent) 5.7% 36.8(cent)
Operating Revenues
Operating revenues decreased 13.9% to $23.1 million in the second quarter of
2002 from $26.9 million during the second quarter of 2001. The decrease in
operating revenues is net the result of a 41.1% decrease in revenue passengers
miles to 34.7 million in the second quarter of 2002 from 59.0 million during the
same period of 2001 and a 5.7% increase in yield to 38.9 cents in the second
quarter of 2002 from 36.8 cents during the same period of 2001. Available Seat
Miles decreased 21.1% to 88.7 million during the second quarter of 2002 from
112.4 million for the same period of 2001. These decreases are a result of a
reduction in scheduled operating levels and passenger traffic begun during the
fourth quarter of 2001 to focus on Essential Air Service
6
cities and other routes which could be expected to generate positive cash flow
during the reduction in demand following the attacks on September 11.
Public Service Revenues
At June 30, 2002, the Company served 29 communities on a subsidized basis under
the U.S. Department of Transportation Essential Air Service Program. Subsidies
for the three month periods ended June 30, 2002 and 2001 were $8.8 million and
$3.9 million, respectively. The increase in subsidies was primarily due to
increased subsidy rates following the increase by Congress in the total
available annual subsidy budget from $50 million prior to September 11, 2001 to
$113 million effective October 1, 2001. Also, as a result of subsequent
negotiations with the Department of Transportation, Essential Air Service
payments recorded in the three month period ended June 30, 2002 include $731,000
of revenue related to service provided in the prior three month period.
Service may continue to be provided after old subsidy agreements have expired
and new agreements are being negotiated. Subsidy agreements, usually for 18 to
24 month periods contain formulas, which are based in part on historic revenues
realized and costs incurred on the subsidized routes. Over time, if traffic
levels and associated revenues increase, the Company anticipates that subsidy
rates will decline to maintain a target of a five percent return on total cost
of providing the service. Agreements have been signed establishing subsidy rates
for 16 cities and negotiations to establish subsidy rates for the other 13
cities are continuing.
Operating Expenses
Total operating expenses were $21.4 million, or 24.1 cents per ASM, in the
second quarter of 2002 compared to $29.6 million or 26.4 cents per ASM in the
second quarter of 2001. Salaries, wages, and benefits expense decreased 28.2% to
$6.1 million in the second quarter of 2002 from $8.5 million during the second
quarter of 2001, as a result of reductions in staffing levels, hours worked and
salary cuts.
Aircraft fuel expenses decreased 41.0%, to $3.0 million, or 3.4 cents per ASM in
the second quarter of 2002 from $5.1 million, or 4.5 cents in the second quarter
of 2001. This decrease was due to substantially reduced operating levels.
Aircraft maintenance, materials and component repair expense was 3.4 cents per
ASM or $3.0 million during the second quarter of 2002 and 3.5 cents per ASM or
$3.9 million during the second quarter of 2001.
Commissions decreased 58.5% to $296,000 in the second quarter of 2002, from
$713,000 during the same period of 2001, as a result of lower travel agency
commission rates, decreased gross revenues, and increasing direct sales through
the Internet. On June 12, 2002 the Company followed a majority of the airline
industry by discontinuing the payment of commissions to travel agents.
Aircraft lease expense decreased 11.2% to $1.9 million in the second quarter of
2002, from $2.1 million in the same period of 2001 as a result of the
termination of leases on one EMB-120 and two Beech 1900D aircraft. As of March
31, 2002, one of two EMB-120 aircraft leased from Finova Corporation was
returned to the lessor, and the lease was terminated. At January 1, 2002, the
Company was leasing one aircraft, a Beech 1900D, from an affiliated company for
approximately $40,000 a month. Effective March 31, 2002, the lease was
terminated and the aircraft returned to the lessor. On May 14, 2002, a Beech
1900D was destroyed in a hangar fire, and lease rentals ceased May 31, 2002.
7
Other operating expenses decreased to $3.6 million or 4.1 cents per ASM in the
second quarter of 2002 from $5.9 million or 5.2 cents per ASM in the second
quarter of 2001. The decrease is primarily due to the elimination of certain
fees associated with the former United Express agreement, lower levels of
operations and other actions, which were taken to ease costs after September 11.
Interest Expense
The decrease in interest expense from $2.3 million in the second quarter of 2001
to $1.7 million in the second quarter of 2002 is primarily due to reduced
interest rates as the majority of the Company's fleet is financed at variable
interest rates. In addition, on April 30, 2002 the Company fully paid and
terminated the line of credit with Coast Business Credit.
Income Tax Expense (Benefit)
No income tax expense was recorded for the quarter ended June 30, 2002 due to
the fact that the Company utilized a loss carry forward for which a valuation
allowance had been provided.
8
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
June 30, 2002 AND 2001
The following table sets forth certain financial information regarding the
Company:
Statement of Operations Data
For the Six Months Ended June 30
------------------------------------------------
2002 2001
----------------------------- -----------------
Cents % Increase Cents
Amount Per (decrease) Amount Per
(in 000s) ASM from 2001 (in 000s) ASM
Operating Revenues
Passenger $ 25,526 14.6 (43.0)% $ 44,811 19.4
Public Service 15,941 9.1 119.4 7,267 3.2
Other 1,746 1.0 (36.2) 2,735 1.2
-------- ----- ----- -------- -----
Total Operating Revenues 43,213 24.7 (21.2) 54,813 23.8
-------- ----- ----- -------- -----
Operating Expenses
Salaries, wages and benefits 12,505 7.1 (28.9) 17,579 7.6
Aircraft fuel 5,566 3.2 (45.2) 10,148 4.4
Aircraft maintenance, materials
and component repairs 4,665 2.7 (47.1) 8,822 3.8
Commissions 620 0.4 (58.1) 1,480 0.6
Depreciation and amortization 3,526 2.0 0.6 3,504 1.5
Aircraft rental 3,890 2.2 (12.0) 4,418 1.9
Other rentals and landing fees 3,564 2.0 (8.7) 3,902 1.7
Other operating expense 7,601 4.3 (44.5) 13,693 5.9
-------- ----- ----- -------- -----
Total Operating Expenses 41,937 23.9 (34.0) 63,546 27.6
-------- ----- ----- -------- -----
Operating income (loss) 1,276 -- (114.6) (8,733) --
======== ===== ===== ======== -----
Interest expense 3,594 2.1 28.0 4,993 2.2
======== ===== ===== ======== =====
Gain on insurance recovery $ 1,413 -- -- $ -- --
======== ===== ===== ======== =====
Selected operating Data Increase(Decrease)
2002 from 2001 2001
------------ ---------- ------------
Available Seat Miles (000s) 175,181 (24.0)% 230,490
Revenue Passenger Miles (000s) 65,657 (41.2)% 111,709
Passenger Load Factor 37.5% (11.0)pts 48.5%
Passengers carried 249,084 (45.8)% 459,980
Average Yield per Revenue Passenger Mile 38.9(cent) (3.0)% 40.1(cent)
Operating Revenues
Operating revenues decreased 24.7% to $43.2 million in the first half of 2002
from $54.8 million during the first half of 2001. The decrease in operating
revenues is the net result of a 41.2% decrease in revenue passengers miles to
65.7 million in the first half of 2002 from 111.7 million during the same period
of 2001 and a 3.0% decrease in yield to 38.9 cents in the first half of 2002
from 40.1 cents during the same period of 2001. Available Seat Miles decreased
24.0% to 175.2 million during the first half of 2002 from 230.5 million for the
same period of 2001. These decreases are a result of a reduction in scheduled
operating levels and passenger traffic begun during the fourth quarter of 2001
to focus on Essential Air Service cities and other routes which
9
could be expected to generate positive cash flow during the reduction in demand
following the attacks on September 11.
Public Service Revenues
At June 30, 2002, the Company served 29 communities on a subsidized basis under
the U.S. Department of Transportation Essential Air Service Program. Subsidies
for the six month periods ended June 30, 2002 and 2001 were $15.9 million and
$7.3 million, respectively. The increase in subsidies was primarily due to
increased subsidy rates following the increase by Congress in the total
available annual subsidy budget from $50 million prior to September 11, 2001 to
$113 million effective October 1, 2001. Subsidy agreements, usually for 18 to 24
month periods contain formulas, which are based in part on historic revenues
realized and cost incurred on the subsidized routes. Over time, if traffic
levels and associated revenues increase, the Company anticipates that subsidy
rates will decline to maintain a target of a five percent return on total cost
of providing the service. Agreements have been signed establishing subsidy rates
for 16 cities and negotiations to establish subsidy rates for the other 13
cities are continuing.
Operating Expenses
Total operating expenses were $41.9 million, or 23.9 cents per ASM, in the first
half of 2002 compared to $63.5 million or 27.6 cents per ASM in the first half
of 2001. Salaries, wages, and benefits expense decreased 28.9% to $12.5 million
in the first half of 2002 from $17.6 million during the first half of 2001, as a
result of reductions in staffing levels, hours worked and salary cuts.
Aircraft fuel expenses decreased 45.2%, to $5.6 million, or 3.2 cents per ASM in
the first half of 2002 from $10.1 million, or 4.4 cents in the first half of
2001. This decrease was due to substantially reduced operating levels.
Aircraft maintenance, materials and component repair expense was 2.7 cents per
ASM or $4.7 million during the first half of 2002 and 3.8 cents per ASM or $8.8
million during the first half of 2001. In September 2001, the Company became the
first operator of Pratt & Whitney PT6A-67D engines, which has been permitted by
the Federal Aviation Administration to adopt an "on condition" maintenance
program. As a result, cost of major engine maintenance declined from 3.5 million
to 1.7 million between the two periods.
Commissions decreased 58.1% to $620,000 in the first half of 2002, from $1.5
million during the same period of 2001, as a result of lower travel agency
commission rates, decreased gross revenues and increasing direct sales through
the Internet. On June 12, 2002 the Company followed a majority of the airline
industry by discontinuing the payment of commissions to travel agents.
Aircraft lease expense decreased 12.0% to $3.9 million in the first half of
2002, from $4.4 million during the same period of 2001, as a result of
termination a lease of one EMB-120 and two Beech 1900D aircraft. As of March 31,
2002, one of two EMB-120 aircraft leased from Finova Corporation was returned to
the lessor, and the lease was terminated. At January 1, 2002, the Company was
leasing one aircraft, a Beech 1900D, from an affiliated company. Effective March
31, 2002, the lease was terminated and the aircraft returned to the lessor. On
May 14, 2002, a Beech 1900D was destroyed in a hangar fire, and lease rentals
ceased May 31, 2002.
10
Other operating expenses decreased to $7.6 million or 4.3 cents per ASM in the
first half of 2002 from $13.7 million or 5.9 cents per ASM in the first half of
2001. The decrease is primarily due to the elimination of certain fees
associated with the former United Express agreement, lower levels of operations
and other actions, which were taken to ease costs after September 11.
Interest Expense
The decrease in interest expense from $5.0 million in the first half of 2001 to
$3.6 million in the first half of 2002 is primarily due to reduced interest
rates as the majority of the Company's fleet is financed at variable interest
rates. In addition, on April 30, 2002 the Company fully paid and terminated the
line of credit with Coast Business Credit.
Income Tax Expense (Benefit)
No income tax benefit was recorded for the six months ended June 30, 2002 due to
the fact that the Company utilized a loss carry forward position and that the
realization of any such benefits are substantially in doubt.
Contractual Obligations
The following table summarized Great Lakes contractual obligations at December
31, 2001 in its annual report on Form 10-K/A:
After
2002 2003, 2004 2005, 2006 2006 Total
----------- ----------- ----------- ----------- ------------
Long-term debt $15,111,114 $16,689,821 $15,143,083 $55,241,561 $102,185,579
Other debt 13,396,586 0 0 0 13,396,586
Operating leases 8,469,888 15,729,276 15,002,976 37,527,110 76,729,250
----------- ----------- ----------- ---------- ------------
$36,977,588 $32,419,097 $30,146,059 $92,768,671 $192,311,415
=========== =========== =========== =========== ============
The following events, which occurred in 2002, will reduce the obligations as
described above:
o Loss of one owned Beech 1900D and the subsequent retirement of related
debt with insurance proceeds will reduce annual long-term debt
payments in the near term by approximately $250,000.
o Other debt includes amounts outstanding of $4.6 million at December
31, 2001 related to a line of credit with Coast Business Credit, which
was paid in full and terminated on April 30, 2002.
o Return of one leased EMB-120 to Finova Corporation, return on of one
leased Beech 1900D to an affiliated company and the destruction of one
lease Beech 1900D in a hangar fire will reduce annual rental
obligations by approximately $1.5 million.
Liquidity and Capital Resources
The Company substantially improved its results for the three months and six
months ended June 30, 2002 as compared to the same periods in 2001 primarily as
a result of more closely matching the level of operations to available traffic
and focusing on Essential Air Service routes which
11
produce substantial levels of subsidy. Subsidy revenues increased from $3.9
million and $7.3 million in the three months and six months, respectively, in
2001 to $8.8 million and $15.9 million in the three months and six months,
respectively, in 2002. The Company had net income of $1.5 million in the three
months ended June 30, 2002 as compared to a loss of $5.1 million in the same
period of 2001. For the six months ended June 20, 2002, the loss was $0.9
million, compared to a loss of $13.7 million in the same period of 2001. As more
fully described below, the 2002 periods include the effect of the insurance
recovery on two aircraft destroyed in a hangar fire, which increased income by
$1.5 million. Also, as a result of subsequent negotiations with the Department
of Transportation, Essential Air Service payments recorded in the three month
period ended June 30, 2002 include $731,000 of revenue related to service
provided in the prior three month period.
Included in the 2002 results were $2.0 million in the three month period ended
June 30, 2002, and $4.1 million in the six month period ended June 30, 2002
related to the cost of aircraft for which the Company is committed in excess of
those aircraft necessary to operate the Company's current flight schedules.
These amounts are based upon the actual number of aircraft required to operate
the Company's current flight schedules plus two Beechcraft 1900D and one Embraer
Brasilia operating spare aircraft. Costs associated with excess aircraft are
based on expense associated with each of the aircraft. The Company is
negotiating to revise lease agreements to recognize actual usage of these
aircraft, or will incorporate them in a future schedule or eliminate them from
the fleet as the circumstances warrant, but no plans have been finalized and no
amount has been accrued related to possible costs associated with any lease
terminations.
The Company continues to be in arrears in its payments to its major creditors
providing financing for substantially all of its aircraft. At June 30, 2002, it
had outstanding obligations to its creditors providing financing for its
aircraft of $120.6 million including past due principal, interest and lease
installments of $23.9 million.
Total cash at June 30, 2002 was $387,000, down from $1.5 million at December 31,
2001. However, net cash flow provided from operating activities was $7.4 million
due to unpaid rent and increase in unearned revenues discussed below. On April
30, 2002, the Company fully paid and terminated it's line of credit relationship
with Coast Business Credit.
On May 14, 2002, one owned Beechcraft 1900D and one leased Beechcraft 1900D,
along with spare parts were destroyed by fire in a Company maintenance hangar
located in Grand Island, Nebraska. The hangar facility, owned by the Hall County
Airport Authority, was undergoing door modification at the time of the fire. Of
the total insured value of $10.0 million, $7.7 million is being applied to
payment of the value of the leased aircraft and current and past due debt and
lease obligations due Raytheon. The balance is being used by the Company to
replace inventory and tooling or being added to general corporate funds.
At June 30, 2002, accounts receivable includes $5.3 million not yet received
from insurance companies of which $4.0 will be paid directly to Raytheon. The
$4.0 million obligation to Raytheon is included in notes payable and current
maturities of long-term debt. Insurance proceeds of $973,000 have been received
and retained by the Company.
Accrued liabilities and unearned revenue includes liability for unused tickets
sold by Great Lakes of $3.8 million at June 30, 2002 compared to $0.4 million at
December 31, 2001. The Company began selling its own tickets in December 2001.
Unpaid aircraft rental installments generated the increase in deferred lease
payments and deferred credits.
12
For the six months ended June 30, 2001 approximately 92% of the Company's
passenger revenues were generated utilizing United Airlines ticket stock. As a
result of changing to the current code sharing partnership with United Airlines
approximately 43% of the Company's passenger revenues continue to be on United
Airlines ticket stock. Usage of the Company's own ticketing sales has grown to
represent approximately 37% of passenger revenues being generated. The Frontier
Airlines code share partnership is currently providing approximately 9% of
passenger revenue sales.
On May 14, 2002, the Company entered into an agreement setting forth certain
preconditions, which the Company must meet to induce Raytheon to consider a
possible restructuring of the Company's obligations to Raytheon. Among other
things, the agreement committed the Company to provide Raytheon with evidence
that the Company had received a conditional commitment for new equity capital in
an amount not less than $5 million, which would be contingent on an acceptable
restructuring of the Raytheon debt, by not later than June 17, 2002. It also
obligated the Company to make payments of at least $800,000 monthly commencing
May 14, 2002, until the closing of the restructuring. In turn, the Company is
seeking to achieve a conversion of a portion of the Raytheon debt into equity
and to return its surplus Beech aircraft to Raytheon. The Company has been in
negotiations with a potential investor regarding the above mentioned equity
investment. There can be no assurance that an equity investment will be
obtained.
On June 27, 2002, the Company retained the Seabury Group to assist it in
developing a revised business plan, restructuring its debt and lease obligations
as well as raising additional capital. On July 25, 2002, Raytheon indicated that
it was satisfied with the Company's and Seabury's progress in developing a
revised business plan and is prepared to extend the agreed upon June 17, 2002
deadline to achieve the additional financing. In addition, the Company and
Raytheon set a deadline of August 26, 2002, for the Company having in place a
strengthened management team. There are no assurances that the Company will be
able to satisfy Raytheon's requirements.
On August 1, 2002, the Company attended an oral hearing before a panel
authorized by the Nasdaq Stock Market Board of Directors to determine the status
of a continued listing of the Company's common stock on The Nasdaq SmallCap
Market in view of the Company's failure to meet the stockholders' equity/market
value of listed securities/net income requirements set forth in the Marketplace
Rules for Nasdaq continued listing.
On August 13, 2002 the Company was notified by the Nasdaq Stock Market Inc. that
its common stock will be delisted from the Nasdaq SmallCap Market, effective
with the open of business on August 14, 2002. The Company's common stock will be
eligible for trading on the Over-the-Counter Bulletin Board (OTCBB). The OTCBB
is a controlled quotation service that offers real-time quotes, last sale prices
and volume information in over-the-counter equities. Delisting of the Company's
common stock from Nasdaq could have a material adverse effect on the market
price of, and the efficiency of the trading market for, the Company's common
stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes to the information reported in the Company's
2001 Annual Report on Form 10-K for the year ended December 31, 2001.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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On February 27, 2002, Finova Capital Corporation ("Finova") filed suit against
the Company in the United States District Court for the District of Arizona No.
Civ. 02-0362 PHX SMM. Finova alleges that the Company breached two airplane
lease agreements. Finova seeks damages, costs and attorney's fees. The Company
filed an answer to this complaint. The Company has returned one of these
aircraft to Finova and is negotiating a resolution of remaining outstanding
obligations under the leases.
In addition, the Company is involved in routine legal actions in the ordinary
course of its business. Although the outcomes of any such legal actions can not
be predicted, in the opinion of management these routine legal proceedings are
unlikely to have a material adverse effect upon the Company's business,
operating results, cash flows and financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None to report
ITEM 5. OTHER INFORMATION
None to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None.
b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on May 1, 2002 relating
to a notice that the Company received from Nasdaq indicating that its
securites are subject to delisting from the Nasdaq SmallCap Market.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.
GREAT LAKES AVIATION, LTD.
Dated: August 13, 2002 By: /s/ Douglas G. Voss
-------------------------------------
Douglas G. Voss
President and Chief Executive Officer
By: /s/ Michael L. Tuinstra
-------------------------------------
Michael L. Tuinstra
Treasurer
15
CERTIFICATIONS
In connection with the Quarterly Report of Great Lakes Aviation, Ltd, (the
"Company") on Form 10-Q for the quarterly period ended June 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, in the capacities and on the dates indicated below, hereby
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of
the Company.
Dated: August 13, 2002 By: /s/ Douglas G. Voss
---------------------------------=---
Douglas G. Voss
Chief Executive Officer, President
And Chairman of the Board
By: /s/ Michael L. Tuinstra
-------------------------------------
Michael L. Tuinstra
Treasurer
(Principal Accounting and Financial
Officer)
16