-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FAHNGfjY4cFyesVnqt0pTS4gNSYPo3+CBoSUsEhz2qFidGc+K5+EZNwHSc7bN0ye wVnedMLoAkPJfMS3Yt3AaA== 0000950136-05-001524.txt : 20050322 0000950136-05-001524.hdr.sgml : 20050322 20050322154955 ACCESSION NUMBER: 0000950136-05-001524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050318 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN HOLDINGS INC CENTRAL INDEX KEY: 0001172222 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 710879698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31443 FILM NUMBER: 05696794 BUSINESS ADDRESS: STREET 1: 3375 KOAPAKA STREET STREET 2: SUITE G-350 CITY: HONOLULU STATE: HI ZIP: 96819 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN AIR GROUP INC DATE OF NAME CHANGE: 20020429 FORMER COMPANY: FORMER CONFORMED NAME: HA HOLDINGS INC DATE OF NAME CHANGE: 20020425 8-K 1 file001.htm FORM 8-K




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 18, 2005



                             HAWAIIAN HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



           DELAWARE                      1-31443                71-0879698
(STATE OR OTHER JURISDICTION OF  (COMMISSION FILE NUMBER)    (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)


                             12730 HIGH BLUFF DRIVE
                                    SUITE 180
                               SAN DIEGO, CA 92130
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 523-0171













ITEM 8.01.    Other Events.

         As previously disclosed in the Registrant's Current Report on Form 8-K
filed on March 21, 2003, the Registrant's Form 12b-25 filed on March 21, 2003,
and the Registrant's Form 12b-25 filed on April 30, 2003, on March 21, 2003
Hawaiian Airlines, Inc. ("Hawaiian Airlines"), the sole operating subsidiary of
the Registrant, filed a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code (the "Chapter 11 Filing") in the United
States Bankruptcy Court for the District of Hawaii (the "Bankruptcy Court")
(Case No. 03-00827).

         On March 18, 2005, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the month of February 2005 (the "Operating Report") with
the Bankruptcy Court. Pursuant to the Registrant's disclosure contained in the
Registrant's Form 12b-25 that was filed on August 14, 2003, the Registrant is
furnishing the Operating Report as an exhibit to this Form 8-K. Exhibit 99.1 to
this Current Report on Form 8-K contains a copy of the Operating Report as filed
with the Bankruptcy Court. The Operating Report shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth in such filing.

         In addition, following the conclusion of a confirmation hearing held by
the Bankruptcy Court on March 10 and 11, 2005, the Bankruptcy Court concluded
that all of the requirements for confirmation of a plan of reorganization 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 Hawaiian
Airlines' labor unions.

         THE OPERATING REPORT HAS NOT BEEN PREPARED BY THE REGISTRANT OR
REVIEWED BY THE REGISTRANT PRIOR TO ITS SUBMISSION TO THE BANKRUPTCY COURT,
CONTAINS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN
AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, IS NOT PRESENTED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE
RECONCILIATION OR ADJUSTMENTS. THE REGISTRANT OBTAINED THE OPERATING REPORT FROM
COUNSEL TO HAWAIIAN AIRLINES AS SUCH COUNSEL INDICATED SUCH REPORT HAD BEEN
FILED WITH THE BANKRUPTCY COURT. THE REGISTRANT HAS NO MEANS TO INDEPENDENTLY
VERIFY THE INFORMATION CONTAINED IN THE OPERATING REPORT. THE OPERATING REPORT
MAY ALSO CONTAIN INFORMATION FOR PERIODS THAT ARE SHORTER OR OTHERWISE DIFFERENT
FROM THOSE CONTAINED IN THE REGISTRANT'S REPORTS REQUIRED TO BE MADE PURSUANT TO
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REGISTRANT MAKES NO
REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY OF THE INFORMATION CONTAINED
IN THE OPERATING REPORT. FOR THESE REASONS, THE REGISTRANT CAUTIONS READERS NOT
TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN THE OPERATING REPORT.
THE OPERATING REPORT IS BEING PROVIDED SOLELY FOR INFORMATION PURPOSES.

         This current report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 that
reflect the current views of the Registrant with respect to certain current and
future events and financial performance. Such forward-looking statements are and
will be, as the case may be, subject to many risks, uncertainties and factors
relating to the operations and business environments of the Registrant and
Hawaiian Airlines that may cause the actual results of the Registrant and
Hawaiian Airlines to be materially


                                      -2-


different from any future results, expressed or implied, in such forward-looking
statements. Factors that could cause actual results to differ materially from
these forward-looking statements include, but are not limited to, the following:
the ability of the Registrant and Hawaiian Airlines to continue as a going
concern; risks associated with the ratification of the proposed agreements with
Hawaiian Airlines' labor unions; the ability of Hawaiian Airlines to obtain a
final order from the Bankruptcy Court with respect to the Chapter 11 case, to
consummate the joint plan of reorganization and to emerge from bankruptcy; the
ability of Hawaiian Airlines to obtain and maintain normal terms with vendors
and service providers; aviation fuel costs; the ability of Hawaiian Airlines to
maintain contracts that are critical to its operations; the ability of Hawaiian
Airlines to fund and execute its business plan; the ability of the Registrant
and Hawaiian Airlines to attract, motivate and/or retain key executives and
associates; the ability of Hawaiian Airlines to attract and retain customers;
demand for transportation in the markets in which Hawaiian Airlines operates;
economic conditions; the effects of any hostilities or act of war (in the Middle
East or elsewhere) or any terrorist attack; the effects of seasonality and
cyclicality; Hawaiian Airlines' dependence on tourism; Hawaiian Airlines'
reliance on third parties for facilities and services (including, without
limitation, aircraft maintenance, code sharing, reservations, computer services,
frequent flyer programs, passenger processing, ground facilities, baggage and
cargo handling and personnel training); maintenance costs and possible
unavailable aircraft; labor costs and possible work stoppages; financing costs;
the cost and availability of insurance, including aircraft insurance;
security-related costs; competitive pressures on pricing (particularly from
lower-cost competitors); weather conditions; government legislation and
regulation, including the Aviation and Transportation Security Act and other
September 11, 2001 related regulations; consumer perceptions of the products of
Hawaiian Airlines; and other risks and uncertainties set forth from time to time
in the Registrant's reports to the Securities and Exchange Commission.

ITEM 9.01.    Financial Statements and Exhibits.

         (a)  Financial Statements of Business Acquired.

              Not Applicable/None

         (b)  Pro Forma Financial Information.

                                      -3-


               Not Applicable/None

          (c)  Exhibits.

               Exhibit Number       Document Description
               --------------       --------------------
                   99.1             Hawaiian Airlines, Inc. Monthly Operating
                                    Report, dated
                                    March 18, 2005,
                                    to the Bankruptcy
                                    Court for the
                                    period ending
                                    February 28, 2005.





                                      -4-



SIGNATURE

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 hereunto duly authorized.

Dated: March 22, 2005

                                       HAWAIIAN HOLDINGS, INC.


                                       By:  /s/ Randall L. Jenson
                                          ------------------------
                                           Randall L. Jenson
                                           Vice President
                                           and Chief Financial Officer










                                      -5-



EXHIBIT INDEX

Exhibit No.
- -----------
99.1           Hawaiian Airlines, Inc. Monthly Operating Report dated March
               18, 2005, to the Bankruptcy Court for the period ending February
               28, 2005.








                                      -6-

EX-99.1 2 file002.htm FINANCIAL INFORMATION

HAWAIIAN AIRLINES, INC.

FEBRUARY 2005

FINANCIAL INFORMATION

NOTE (1): CAUTIONARY STATEMENT

To comply with the monthly United States Trustee's Operating and Reporting
Requirements for Chapter 11 Cases, Hawaiian Airlines, Inc. (the "Company") is
filing with the bankruptcy court its unaudited condensed balance sheet as of
February 28, 2005, and related unaudited condensed statement of operations and
cash flows for the one- and two-month period ended February 28, 2005, as well as
supporting schedules and other financial information (the "Operating Report").
The Company is in the process of completing its year-end closing process, which
is far more extensive than its preliminary monthly closing process. The Company
expects that the final preparation and audit of the financial statements for the
year ended December 31, 2004, will result in a variety of adjustments, some of
which may be material and may have an impact on February 2005 results.
Therefore, THE COMPANY CAUTIONS AGAINST PLACING UNDUE RELIANCE ON THE
INFORMATION CONTAINED IN THE MONTHLY OPERATING REPORT. When the Company
concludes its year-end closing process and audit, it will report final results
in accordance with generally accepted accounting principles.

HAWAIIAN AIRLINES, INC.
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED - SEE NOTE (1))

(Actual amounts in thousands) ONE MONTH ENDED TWO MONTHS ENDED
FEBRUARY 28, FEBRUARY 28,
------------------ ------------------
2005 2005
------------------ ------------------

Operating Revenues:
Passenger ........................................... $ 51,296 $ 107,828
Charter ............................................. 1,120 2,680
Cargo ............................................... 2,265 4,615
Other ............................................... 2,096 4,496
------------------ ------------------
Total ............................................. 56,777 119,619
------------------ ------------------

OPERATING EXPENSES:
Wages and benefits .................................. 18,569 37,422
Aircraft fuel, including taxes and oil .............. 11,855 23,919
Maintenance materials and repairs ................... 4,440 8,931
Aircraft rent ....................................... 8,717 17,425
Other rental and landing fees ....................... 1,787 3,737
Sales commissions ................................... 432 940
Depreciation and amortization ....................... 731 1,455
Other................................................ 10,682 21,798
------------------ ------------------
Total ............................................. 57,213 115,627
------------------ ------------------

OPERATING INCOME (LOSS) ............................... (436) 3,992
------------------ ------------------

NONOPERATING INCOME (EXPENSE):
Reorganization items, net ........................... (1,929) (3,881)
Interest and amortization of debt expense ........... (111) (216)
Gain (loss) on disposition of equipment ............. (35) (35)
Other, net .......................................... (23) (568)
------------------ ------------------
Total ............................................. (2,098) (4,700)
------------------ ------------------

NET LOSS BEFORE TAXES ................................. (2,534) (708)

INCOME TAXES:
Income tax benefit (expense) ........................ 629 (492)
------------------ ------------------
NET LOSS .............................................. $ (1,905) $ (1,200)
================== ==================

HAWAIIAN AIRLINES, INC.
CONDENSED BALANCE SHEET (UNAUDITED - SEE NOTE (1))

(Actual amounts in thousands) FEBRUARY 28,
2005
------------------

ASSETS
Current Assets:
Cash and cash equivalents ....................................... $ 113,230
Restricted cash ................................................. 54,438
Accounts receivable ............................................. 32,833
Inventories ..................................................... 8,894
Prepaid expenses and other ...................................... 36,800
------------------
Total current assets .......................................... 246,195
------------------

Noncurrent Assets:
Property and equipment, less accumulated depreciation ........... 53,540
Reorganization value in excess of identifiable assets ........... 27,731
Other assets .................................................... 34,896
------------------
Total noncurrent assets ....................................... 116,167
------------------

Total Assets .............................................. $ 362,362
==================

LIABILITY AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Current portion of long-term debt ............................... $ 13
Current capital lease obligation ................................ 44
Accounts payable ................................................ 51,741
Accrued liabilities ............................................. 31,911
Air traffic liability ........................................... 143,751
------------------
Total current liabilities ..................................... 227,460
------------------

Noncurrent Liabilities:
Long-term debt .................................................. 30
Other liabilities and deferred credits .......................... 213,721
------------------
Total noncurrent liabilities .................................. 213,751
------------------

Total Liabilities ............................................. 441,211
------------------

Liabilities Subject to Compromise ................................. 214,659
------------------

Shareholders' Deficit:
Common and special preferred stock .............................. 278
Capital in excess of par value .................................. 60,084
Notes receivable from optionholders ............................. (49)
Minimum pension liability adjustment ............................ (120,716)
Unrealized gain/(loss) on hedge instruments ..................... 4,591
Accumulated deficit ............................................. (237,696)
------------------
Shareholders' Deficit ......................................... (293,508)
------------------

Total Liabilities and Shareholders' Deficit ............... $ 362,362
==================

HAWAIIAN AIRLINES, INC.
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED - SEE NOTE (1))

(Actual amounts in thousands)
ONE MONTH TWO MONTHS
ENDED ENDED
FEBRUARY 28, FEBRUARY 28,
2005 2004
------------------ ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ........................................................... $ (1,905) $ (1,200)

Adjustments to reconcile net loss to net cash provided
by operating activities before reorganization activities:
Reorganization items, net ...................................... 1,929 3,881
Depreciation ................................................... 699 1,392
Amortization ................................................... 32 63
Net periodic postretirement benefit cost ....................... 660 1,320
Loss on disposition of property and equipment .................. 35 35
Increase in restricted cash .................................... (4,843) (6,536)
Increase in accounts receivable ................................ (762) (9,512)
Decrease (increase) in inventory ............................... 636 (367)
Increase in prepaid expenses and other ......................... (3,311) (199)
Increase in accounts payable ................................... 551 4,644
Increase in air traffic liability .............................. 8,625 14,219
Increase (decrease) in accrued liabilities ..................... (761) 963
Other, net ..................................................... 3,695 1,343
------------------ ------------------
Net cash provided by operating activities
before reorganization activities ........................... 5,280 10,046
------------------ ------------------

Reorganization activities:
Professional fees paid ......................................... (2,140) (4,311)
Interest on accumulated cash balances .......................... 211 430
------------------ ------------------
Net cash used by reorganization activities .................. (1,929) (3,881)
------------------ ------------------

Net cash provided by operating activities ................... 3,351 6,165
------------------ ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ................................ (3,003) (3,455)
------------------ ------------------
Net cash used in investing activities ....................... (3,003) (3,455)
------------------ ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from optionholders notes receivable ....................... 20 20
Repayment of debt .................................................. (5) (9)
Principal payments under capital lease obligation .................. (61) (138)
------------------ ------------------
Net cash used in financing activities ....................... (46) (127)
------------------ ------------------

Net increase in cash and cash equivalents ................... 302 2,583
------------------ ------------------

Cash and Cash Equivalents - Beginning of Period .......................... 112,928 110,647
------------------ ------------------

Cash and Cash Equivalents - End of Period ................................ $ 113,230 $ 113,230
================== ==================

HAWAIIAN AIRLINES, INC.
TRAFFIC STATISTICS (SCHEDULED AND CHARTER)
(UNAUDITED - SEE NOTE (1))

FEBRUARY
2005
-----------------

SCHEDULED TOTAL

PAX 423,895
RPMS 450,269,175
ASMS 539,208,797
LF 83.5%

CHARTER
PAX 6,446
RPMS 17,900,542
ASMS 20,433,166
LF 87.6%

SYSTEM TOTAL (INCLUDES CHARTERS)

REV PAX 430,341
RPMS (000) 468,170
ASMS (000) 559,642
CARGO/MAIL TON MI 5,968,297
LOAD FACTOR (%) 83.7%

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