UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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ý QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) |
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For the quarterly period ended March 31, 2003 |
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o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) |
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For the transition period from to |
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Commission file number 1-8836 |
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HAWAIIAN HOLDINGS, INC. |
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(Parent Company of Debtor and Debtor-in-Possession) |
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Delaware |
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71-0879698 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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3375 Koapaka Street, Suite G-350 |
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96819 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(808) 835-3700 |
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(Registrant’s Telephone Number, Including Area Code) |
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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. ý Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). o Yes ý No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ý Yes o No
As of May 14, 2003, 28,456,165 shares of the Registrant’s common stock were outstanding.
Hawaiian Holdings,
Inc.
(Parent
Company of Debtor and Debtor-in-Possession)
Form 10-Q
Quarterly
Period ended March 31, 2003
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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 consolidated financial statements. |
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Consolidated statements of operations for the three months ended March 31, 2003 and 2002 (unaudited) |
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Condensed consolidated balance sheets as of March 31, 2003 and December 31, 2002 (unaudited) |
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Consolidated statements of cash flows for the three months ended March 31, 2003 and 2002 (unaudited) |
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Management’s discussion and analysis of financial condition and results of operations |
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1
ITEM 1. FINANCIAL STATEMENTS.
Hawaiian Holdings, Inc.
(Parent Company of Debtor and
Debtor-in-possession)
Consolidated
Statements of Operations
(in thousands, except per share data)
(Unaudited)
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Three
Months Ended |
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2003 |
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2002 |
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Operating Revenue: |
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Passenger |
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$ |
133,687 |
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$ |
115,372 |
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Charter |
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11,832 |
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13,548 |
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Cargo |
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5,619 |
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4,778 |
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Other |
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5,926 |
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4,441 |
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Total |
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157,064 |
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138,139 |
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Operating Expenses: |
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Wages and benefits |
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55,217 |
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52,042 |
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Aircraft fuel, including taxes and oil |
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25,716 |
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20,902 |
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Maintenance materials and repairs |
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15,573 |
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21,098 |
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Aircraft rentals |
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29,502 |
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17,639 |
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Other rentals and landing fees |
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6,146 |
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4,361 |
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Sales commissions |
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1,096 |
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4,711 |
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Depreciation and amortization |
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1,813 |
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1,966 |
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Other |
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35,560 |
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34,048 |
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Total |
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170,623 |
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156,767 |
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Operating Loss |
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(13,559 |
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(18,628 |
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Non-operating Income (Expense): |
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Reorganization items, net |
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(1,773 |
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— |
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Interest income (expense), net |
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54 |
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(53 |
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Gain (loss) on disposition of equipment |
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(1 |
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148 |
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Other, net |
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(185 |
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(47 |
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Total |
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(1,905 |
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48 |
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Net Loss |
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$ |
(15,464 |
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(18,580 |
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Net Loss Per Common Stock Share: |
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Basic |
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$ |
(0.55 |
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(0.54 |
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Diluted |
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$ |
(0.55 |
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(0.54 |
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Weighted Average Number of Common Stock Shares Outstanding: |
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Basic |
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28,370 |
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34,311 |
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Diluted |
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28,370 |
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34,311 |
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See accompanying notes to consolidated financial statements.
2
Hawaiian Holdings, Inc.
(Parent Company of Debtor and
Debtor-in-possession)
Condensed
Consolidated Balance Sheets (in thousands)
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March 31, |
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December
31, |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
30,600 |
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$ |
71,908 |
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Restricted cash |
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36,913 |
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23,202 |
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Accounts receivable, net |
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31,697 |
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28,093 |
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Spare parts and supplies |
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5,140 |
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4,408 |
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Prepaid expenses and other |
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15,256 |
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13,273 |
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Total current assets |
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119,606 |
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140,884 |
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Property and equipment, less accumulated depreciation and amortization of $29,877 and $28,068 in 2003 and 2002, respectively |
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46,447 |
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45,685 |
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Long-term prepayments and other |
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41,884 |
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41,277 |
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Reorganization value in excess of amounts allocable to identifiable assets, net |
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28,320 |
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28,320 |
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Total Assets |
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$ |
236,257 |
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$ |
256,166 |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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Current Liabilities: |
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