UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 1-31443
HAWAIIAN HOLDINGS,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware | 71-0879698 | |||||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|||||
| 12730
High Bluff Drive, Suite 180 San Diego, California |
92130-2075 (Zip Code) |
|||||
| (Address of Principal Executive Offices) | ||||||
(858)
523-0219
(Registrant's Telephone Number, Including Area
Code)
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
No
Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes
No
As of April 28, 2005, 30,751,227 shares of the Registrant's common stock were outstanding.
Hawaiian Holdings,
Inc.
(Parent Company of Debtor)
Form 10-Q
Quarterly Period
ended March 31, 2005
Table of Contents
| Part I. | Financial Information | |||||
| Item 1. | Financial Statements (unaudited) | |||||
| On March 21, 2003, Hawaiian Airlines, Inc., the sole operating subsidiary of Hawaiian Holdings, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Hawaii (In re Hawaiian Airlines, Inc., Case No. 03-00817). Hawaiian Holdings did not file for relief under Chapter 11 of the Bankruptcy Code. Please see Note 2 to the financial statements. | ||||||
| Statements of operations for the three months ended March 31, 2005 and 2004 | ||||||
| Condensed balance sheets as of March 31, 2005 and December 31, 2004 | ||||||
| Statements of cash flows for the three months ended March 31, 2005 and 2004 | ||||||
| Notes to Condensed Financial Statements | ||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. | Controls and Procedures | |||||
| Part II. | Other Information | |||||
| Item 1. | Legal Proceedings | |||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 3. | Defaults Upon Senior Securities | |||||
| Item 4. | Submission of Matters to a Vote of Security Holders | |||||
| Item 5. | Other Information | |||||
| Item 6. | Exhibits | |||||
| Signatures | ||||||
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HAWAIIAN HOLDINGS, INC.
(PARENT COMPANY OF
DEBTOR)
STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE
DATA)
(UNAUDITED)
| Three
Months Ended March 31, |
||||||||||
| 2005 | 2004 | |||||||||
| Operating Revenue | $ | — | $ | — | ||||||
| Operating Expenses: | ||||||||||
| Legal and consulting | 1,845 | 1,044 | ||||||||
| Other | 250 | 220 | ||||||||
| Total | 2,095 | 1,264 | ||||||||
| Operating Loss | (2,095 | ) | (1,264 | ) | ||||||
| Nonoperating Income: | ||||||||||
| Interest income | — | 1 | ||||||||
| Total | — | 1 | ||||||||
| Net Loss | $ | (2,095 | ) | $ | (1,263 | ) | ||||
| Net Loss Per Common Stock Share: | ||||||||||
| Basic and diluted | $ | (0.07 | ) | $ | (0.04 | ) | ||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||
| Basic and diluted | 30,751 | 28,736 | ||||||||
1
HAWAIIAN HOLDINGS, INC.
(PARENT
COMPANY OF DEBTOR)
CONDENSED BALANCE SHEETS (IN THOUSANDS)
(UNAUDITED)
| March
31, 2005 |
December 31, 2004 |
|||||||||
| ASSETS | ||||||||||
| Current Assets: | ||||||||||
| Cash and cash equivalents | $ | 683 | $ | 2,169 | ||||||
| Restricted cash | 500 | — | ||||||||
| Prepaid expenses and other | 175 | 175 | ||||||||
| Total current assets | 1,358 | 2,344 | ||||||||
| Noncurrent Assets: | ||||||||||
| Restricted cash | — | 500 | ||||||||
| Total Assets | 1,358 | 2,844 | ||||||||
| LIABILITIES AND SHAREHOLDERS' DEFICIENCY | ||||||||||
| Current Liabilities: | ||||||||||
| Accounts payable | 850 | 593 | ||||||||
| Accrued liabilities | 1,133 | 763 | ||||||||
| Due to related parties | 1,460 | 1,478 | ||||||||
| Total current liabilities | 3,443 | 2,834 | ||||||||
| Other Liabilities and Deferred Credits: | ||||||||||
| Losses in excess of investment in Hawaiian Airlines, Inc. | 61,302 | 61,302 | ||||||||
| Commitments and Contingent Liabilities | ||||||||||
| Shareholders' Deficiency: | ||||||||||
| Common Stock and Special Preferred Stock | 307 | 307 | ||||||||
| Capital in excess of par value | 69,756 | 69,756 | ||||||||
| Accumulated deficit | (133,450 | ) | (131,355 | ) | ||||||
| Shareholders' deficiency | (63,387 | ) | (61,292 | ) | ||||||
| Total Liabilities and Shareholders' Deficiency | $ | 1,358 | $ | 2,844 | ||||||
2
HAWAIIAN HOLDINGS, INC.
(PARENT
COMPANY OF DEBTOR)
STATEMENTS OF CASH FLOWS (IN THOUSANDS)
(UNAUDITED)
| Three
Months Ended March 31, |
||||||||||
| 2005 | 2004 | |||||||||
| Cash Flows From Operating Activities: | ||||||||||
| Net loss | $ | (2,095 | ) | $ | (1,263 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||
| Increase in prepaid expenses and other | — | (750 | ) | |||||||
| Increase in accounts payable | 257 | 392 | ||||||||
| Increase in accrued liabilities | 370 | 561 | ||||||||
| Increase (decrease) in due to related parties | (18 | ) | 709 | |||||||
| Other, net | — | (515 | ) | |||||||
| Net cash used in operating activities | (1,486 | ) | (866 | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||||
| Proceeds from issuance of Common Stock | — | 2,371 | ||||||||
| Net cash provided by financing activities | — | 2,371 | ||||||||
| Net increase (decrease) in cash and cash equivalents | (1,486 | ) | 1,505 | |||||||
| Cash and cash equivalents – Beginning of Period | 2,169 | 1 | ||||||||
| Cash and cash equivalents – End of Period | $ | 683 | $ | 1,506 | ||||||
3
HAWAIIAN HOLDINGS,
INC.
(PARENT COMPANY OF DEBTOR)
Notes to Condensed Financial Statements
1. BUSINESS AND BASIS OF PRESENTATION
Hawaiian Holdings, Inc. (the "Company") is a holding company incorporated in the State of Delaware. The Company's primary asset is its sole ownership, indirectly, of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. ("Hawaiian"). Hawaiian was incorporated in January 1929 under the laws of the Territory of Hawaii and, based on operating revenue and revenue passenger miles, is the largest airline headquartered in Hawaii. Hawaiian is engaged primarily in the scheduled transportation of passengers, cargo and mail.
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, these interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and reorganization items) considered necessary for a fair presentation have been included. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
Effective April 1, 2003, the Company deconsolidated Hawaiian for financial reporting purposes and accounted for its ownership of Hawaiian using the cost method of accounting. As a result, for financial reporting purposes, the Company currently is, and has been throughout all periods included in this Form 10-Q, a holding company with no business operations or properties. Accordingly, as used in this report, the terms "Company", "Holdings", "we", "our", and "us" refer to Hawaiian Holdings, Inc. only.
2. BANKRUPTCY FILING OF HAWAIIAN, LIQUIDITY AND GOING CONCERN
On March 21, 2003 (the "Petition Date"), Hawaiian filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the Bankruptcy Court for the District of Hawaii (the "Bankruptcy Court"). The Company did not file a voluntary petition for relief under Chapter 11. On March 31, 2003, BCC Equipment Leasing Corporation, an affiliate of The Boeing Company, filed a motion seeking the appointment of a Chapter 11 trustee (the "Trustee Motion"). On May 16, 2003, the Bankruptcy Court issued an order granting the Trustee Motion. As a result, a Chapter 11 trustee, Joshua Gotbaum, (the "Trustee"), is in charge of operating Hawaiian's business, under the jurisdiction of the Bankruptcy Court, and has the power to investigate and enforce claims relating to transfers of property that occurred prior to the Petition Date.
On September 9, 2004, the Company, the Trustee, the Official
Committee of Unsecured Creditors, HHIC, Inc., a wholly-owned subsidiary
of the Company ("HHIC"), and RC Aviation, LLC
("RC Aviation"), filed an amended Joint Plan
of Reorganization (as amended on October 4, 2004 and on March 11, 2005
and as may be amended from time to time thereafter, the
"Joint Plan") to provide for Hawaiian to
emerge from bankruptcy. The Joint Plan provides for payment in full,
without interest accruing after the Petition Date, of all allowed
claims, including unsecured claims. Additionally, the Joint Plan
provides for the Company to retain its existing equity interest in
Hawaiian, although the Company will be required to issue shares of its
common stock ("Common Stock") to creditors of
Hawaiian to help fund the Joint Plan, resulting in a dilution of the
ownership interest of existing common stockholders of the Company. The
Joint Plan was submitted to creditors for vote on or about October 15,
2004. All Class 5 creditors who voted accepted the Joint Plan. More
than 95% in both number and amount of each other impaired class
of creditors entitled to vote on the Joint Plan accepted the Joint
Plan. The Company and HHIC, as the sole stockholders of Hawaiian, also
voted to accept the Joint Plan. The Joint Plan was, therefore, accepted
by more than the required two-thirds of the dollar amount of eligible
claims and more
4
than the required one-half of the number of claims from each class of creditors entitled to vote on the Joint Plan. At the conclusion of the confirmation hearing for the Joint Plan on March 11, 2005, the Bankruptcy Court concluded that all of the requirements for confirmation had been met and that findings of fact and conclusions of law and an order would be entered following ratification of the proposed agreements with The Association of Flight Attendants ("AFA") and the Air Line Pilots Association ("ALPA").
On or about February 19, 2005, a final proposed agreement was reached with the negotiating committee of AFA, and on March 14, 2005, the agreement was ratified. On March 14, 2005, a final proposed agreement (the "Proposed ALPA Agreement") was reached with the negotiating committee of ALPA, but the members of ALPA did not ratify the Proposed ALPA Agreement. Consequently, on March 29, 2005, the Trustee's motion to impose an agreement on ALPA pursuant to Section 1113 of the Bankruptcy Code commenced before the Bankruptcy Court, but was not completed. The hearing was continued to April 13, 2005 and was completed on April 15, 2005. The Bankruptcy Court did not rule at the conclusion of the hearing. Hawaiian and ALPA continue to engage in negotiations in advance of a ruling. The Company can provide no assurance that the Bankruptcy Court will rule in favor of Hawaiian and that the Company will regain control of Hawaiian in the near future.
The following table briefly summarizes the classification and treatment of claims under the Joint Plan, the estimated allowed claims and the anticipated treatment (in millions):
5
| Anticipated Treatment | ||||||||||||||||||||||
| Class | Classification | Treatment
under the Joint Plan |
Cash | Installment Payments |
Common Stock |
|||||||||||||||||
| Unclassified | Unsecured Priority Tax Claims | In cash, paid in up to twenty-four (24) equal quarterly installments. | $ | 1.2 | $ | 30.1 | ||||||||||||||||