-----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, Cobs0Hif5Jv9DiC8dIdwlxhp8n7oxOKddo/Iuj9+5P2M9F4ZPyqMGwVQ4uK3ZfTQ 3dJqrknPUZfP68I0aFzfOw== 0000898904-03-000048.txt : 20031021 0000898904-03-000048.hdr.sgml : 20031021 20031021165649 ACCESSION NUMBER: 0000898904-03-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATA HOLDINGS CORP CENTRAL INDEX KEY: 0000898904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 351617970 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21642 FILM NUMBER: 03950200 BUSINESS ADDRESS: STREET 1: 7337 W WASHINGTON ST CITY: INDIANAPOLIS STATE: IN ZIP: 46231 BUSINESS PHONE: 3172474000 FORMER COMPANY: FORMER CONFORMED NAME: AMTRAN INC DATE OF NAME CHANGE: 19930318 8-K 1 atah8k102103.txt ATA HOLDINGS CORP. 8K - -------------------------------------------------------------------------------- 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): October 21, 2003 ATA Holdings Corp. (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Indiana 000-21642 35-1617970 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) - -------------------------------------------------------------------------------- 7337 West Washington Street Indianapolis, Indiana 46231 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (317) 247-4000 N/A (Former name or former address, if changes since last report) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS Attached hereto, and incorporated herein by reference in its entirety, as Exhibit 99.1 is a copy of a press release announcing the 2003 third quarter earnings for ATA Holdings Corp. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits. 99.1 Press Release dated October 21, 2003. 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 hereunto duly authorized. ATA Holdings Corp. Date: October 21, 2003 By: /s/ David M. Wing ----------------- Name: David M. Wing Title: Executive Vice President & CFO EXHIBIT INDEX Exhibit No. Description of the Exhibit 99.1 Press Release dated October 21, 2003 ATA Holdings Corp. Reports Third Quarter Results INDIANAPOLIS, October 21, 2003--ATA Holdings Corp. (NASDAQ: ATAH), parent company of ATA Airlines, Inc. ("ATA"), today reported a third quarter income available to common shareholders of $6.6 million, or $0.56 cents per share (basic) and $0.50 cents per share (diluted), compared with a loss available to common shareholders of $61.0 million, or $5.18 per share (basic and diluted) in the third quarter of 2002. The Company ended the 2003 third quarter with $196.9 million in unrestricted cash. Total operating revenues for the third quarter of 2003 were $387.7 million, a 22.2 percent increase compared with 2002. Scheduled service revenues increased 26.7 percent to $293.5 million. Total charter service revenues increased 15.2 percent to $78.5 million. Total operating expenses decreased 5.0 percent to $358.2 million. The Company decreased its cost per available seat mile (CASM) by 17.8 percent to 6.90 cents in the third quarter of 2003 compared to 8.39 cents in the third quarter of 2002. System-wide revenue passenger miles (RPMs) increased 16.0 percent to 3.76 billion, and available seat miles (ASMs) increased 15.6 percent to 5.19 billion compared with 2002. Consolidated revenue per available seat mile (RASM) was 7.46 cents in the third quarter of 2003, up 5.7 percent compared with 2002. For ATA's scheduled service, RPMs increased 19.0 percent to 3.26 billion, ASMs increased 18.8 percent to 4.31 billion, and the passenger load factor of 75.6 percent was up slightly, compared with 2002. Scheduled service yield grew 6.5 percent to 9.01 cents and RASM increased 6.7 percent to 6.81 cents. George Mikelsons, Chairman, Chief Executive Officer and President, said, "Less than 14 months into the turnaround that our brand-new management team began in August of 2002, we are pleased to report an operating profit for the first three quarters of 2003, and a net profit for the second and third quarters. We also expect a net profit for the full year 2003. All of these gains have been made possible by the tireless efforts of this team and our employees, who have reduced cost while concurrently improving performance. Our CASM for the third quarter of 2002 was 8.39 cents versus 6.90 cents for the corresponding 2003 quarter - a 17.8% reduction despite a 7% increase in the price of fuel. Our on-time performance for September 2003 was 88.7%." "While our third quarter operating earnings exceeded those of any other third quarter since becoming a public company, our net earnings are only third best--a clear indication that this management team must continue to concentrate on improving the balance sheet and capital structure. Our earnings performance to date, however, is proof positive of the loyalty, dedication and effectiveness of the people of ATA, given our starting point of a loss of $175 million for 2002." "We are very pleased to report our second consecutive profitable quarter," said David M. Wing, Executive Vice President and Chief Financial Officer. "Even though revenues are beginning to improve, we would not have been profitable were it not for the success of all our employees in delivering outstanding service to our customers at a significantly reduced cost. CASM in the third quarter was 6.90 cents - our lowest third quarter CASM since 1999. The continuing success of reducing ATA's unit costs is demonstrated by the fact that this is the fourth consecutive quarter of year-over-year CASM reductions. Aircraft utilization also continues to improve - in the third quarter we flew our aircraft an average of 10.35 hours per day - a 15% improvement over 2002." Year-to-Date Financial and Operating Results: For the first nine months of 2003,total operating revenues increased 18.9 percent to $1.15 billion as compared to the first nine months of 2002. Scheduled services revenues increased 22.9 percent to $816.3 million, and charter service revenues increased 19.6 percent to $285.4 million. Total operating expenses decreased 1.2 percent to $1.06 billion. The Company had income available to common shareholders of $36.0 million, or $3.06 per share (basic) and $2.47 per share (diluted), compared with a loss available to common shareholders of $117.4 million, or $10.04 per share (basic and diluted) in the prior year. System-wide RPMs increased 16.1 percent to 10.91 billion, and ASMs increased 21.4 percent to 15.85 billion compared with 2002. Consolidated RASM was 7.25 cents for the first nine months of 2003, down 2.2 percent compared with 2002. For ATA's scheduled service, RPMs increased 22.7 percent to 9.13 billion, ASMs increased 24.0 percent to 12.33 billion, and the passenger load factor of 74.1 percent decreased 0.7 points compared with 2002. Scheduled service yield grew 0.1 percent to 8.94 cents, and RASM decreased 0.9 percent to 6.62 cents. Year-to-Date Cash Flow and Liquidity: ATA's cash balance as of December 31, 2002, was $200.2 million, decreasing to $196.9 million as of September 30, 2003. The significant sources and uses of cash between periods were as follows: Significant Sources of Cash: o $37.2 million in U.S. Government funds received in May 2003 under the Emergency Wartime Supplemental Appropriations Act o $78.3 million generated by other operating activities o $16.6 million received from the return of aircraft pre-delivery deposits Significant Uses of Cash: o $36.2 million used for capital expenditures, including aircraft-related parts and facility improvements o $84.7 million used to fund non-current prepaid aircraft rents required under aircraft operating leases o $18.4 million used for scheduled debt repayments, net of debt proceeds, and to collateralize letters of credit On August 29, the Company announced that it had launched exchange offers for $175 million outstanding principal amount of its 10 1/2 percent Senior Notes due 2004 and $125 million outstanding principal amount of its 9 5/8 percent Senior Notes due 2005. Currently the company is in discussions with a group of holders of those notes and has extended the exchange offers in order to facilitate those discussions. Summary of Other Events: o ATA named John B. Happ Senior Vice President of Marketing and Sales. o The FAA's "Diamond Award" was presented to ATA for the second consecutive year in recognition of ATA's commitment to aircraft mechanic training. o Chicago Express Airlines celebrated its tenth anniversary and announced that it expected 59 percent capacity growth in 2003. o ATA removed rows of seats from each of its Boeing 757-200 aircraft, providing extra legroom and comfort for passengers. o ATA announced its "Honest Growth Coast to Coast" campaign, featuring non-stop transcontinental service from San Francisco to Newark beginning in October 2003. o ATA announced new non-stop service from Seattle to Honolulu beginning in February 2004. ATA Holdings Corp.'s third quarter earnings conference call will be webcast live today at 3 p.m. Eastern Standard Time at www.ata.com on ATA's investor relations web page and will remain archived on the web site for future reference. The Company filed an 8-K on October 20, 2003 with additional information on its fleet plan and other statistics. To access this 8K, please go to: http://www.sec.gov. Now celebrating its 30th year of operations, ATA is the nation's 10th largest passenger carrier based on revenue passenger miles. ATA operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to more than 40 business and vacation destinations. To learn more about the Company, visit our web site at www.ata.com. Caution Concerning Forward-Looking Statements: This communication contains certain "forward-looking statements." These statements are based on ATA Holdings Corp.'s management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. More detailed information about those factors is set forth in filings made by ATA Holdings Corp. with the SEC. Except to the extent required under the federal securities laws, ATA Holdings Corp. is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
ATA HOLDINGS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts Three Months Ended September 30, 2003 2002 (Unaudited) (Unaudited) Change Operating revenues: Scheduled service $293,549 $231,633 26.7% Charter service Commercial charter 13,001 20,626 (37.0%) Military charter 65,535 47,559 37.8% Total charter service 78,536 68,185 15.2% Other 15,618 17,471 (10.6%) Total operating revenues 387,703 317,289 22.2% Operating expenses: Salaries, wages and benefits 100,195 95,094 5.4% Fuel and oil 65,215 52,956 23.1% Aircraft rentals 57,086 51,244 11.4% Handling, landing and navigation fees 25,111 29,343 (14.4%) Crew and other employee travel 16,041 14,485 10.7% Depreciation and amortization 14,095 18,850 (25.2%) Other selling expense 13,155 11,103 18.5% Aircraft maintenance, materials and repairs 10,834 11,308 (4.2%) Passenger services 10,221 10,379 (1.5%) Advertising 8,290 9,553 (13.2%) Insurance 6,390 8,021 (20.3%) Facilities and other rentals 6,221 6,294 (1.2%) Commissions 5,962 3,964 50.4% Ground package cost 2,315 3,757 (38.4%) Aircraft impairments and retirements - 34,318 (100.0%) Other 17,106 16,264 5.2% Total operating expenses 358,237 376,933 (5.0%) Operating income (loss) 29,466 (59,644) 149.4% Other income (expense): Interest income 674 626 7.7% Interest expense (14,345) (7,729) 85.6% Other (761) (620) 22.7% Other expense (14,432) (7,723) 86.9% Income (loss) before income taxes 15,034 (67,367) 122.3% Income tax expense (credit) 7,311 (6,746) 208.4% Net income (loss) 7,723 (60,621) 112.7% Preferred stock dividends (1,149) (375) 206.4% Income (loss) available to common shareholders $6,574 $(60,996) 110.8% Basic earnings per common share: Average shares outstanding 11,773,901 11,764,753 0.1% Net income (loss) per share $0.56 ($5.18) 110.8% Diluted earnings per common share: Average shares outstanding 15,364,858 11,764,753 30.6% Net income (loss) per share $0.50 ($5.18) 109.7%
ATA HOLDINGS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts Nine Months Ended September 30, 2003 2002 (Unaudited) (Unaudited) Change Operating revenues: Scheduled service $816,326 $664,431 22.9% Charter service Commercial charter 55,643 108,120 (48.5%) Military charter 229,750 130,578 75.9% Total charter service 285,393 238,698 19.6% Other 47,735 63,271 (24.6%) Total operating revenues 1,149,454 966,400 18.9% Operating expenses: Salaries, wages and benefits 293,348 264,782 10.8% Fuel and oil 208,388 151,350 37.7% Aircraft rentals 168,420 135,731 24.1% Handling, landing and navigation fees 86,567 85,473 1.3% Crew and other employee travel 47,884 41,933 14.2% Depreciation and amortization 43,084 60,258 (28.5%) Other selling expense 37,997 33,462 13.6% Aircraft maintenance, materials and repairs 35,064 37,388 (6.2%) Passenger services 31,226 29,677 5.2% Advertising 28,595 30,181 (5.3%) Insurance 21,251 23,693 (10.3%) Facilities and other rentals 17,842 17,492 2.0% Commissions 16,202 18,089 (10.4%) Ground package cost 9,305 23,832 (61.0%) Aircraft impairments and retirements - 51,559 (100.0%) U.S. Government funds (37,156) 15,210 (344.3%) Other 54,506 55,169 (1.2%) Total operating expenses 1,062,523 1,075,279 (1.2%) Operating income (loss) 86,931 (108,879) 179.8% Other income (expense): Interest income 2,185 2,138 2.2% Interest expense (39,986) (25,979) 53.9% Other (1,773) (988) 79.5% Other expense (39,574) (24,829) 59.4% Income (loss) before income taxes 47,357 (133,708) 135.4% Income tax expense (credit) 7,311 (19,569) 137.4% Net income (loss) 40,046 (114,139) 135.1% Preferred stock dividends (4,009) (3,235) 23.9% Income (loss) available to common shareholders $36,037 $(117,374) 130.7% Basic earnings per common share: Average shares outstanding 11,767,836 11,694,097 0.6% Net income (loss) per share $3.06 ($10.04) 130.5% Diluted earnings per common share: Average shares outstanding 15,354,470 11,694,097 31.3% Net income (loss) per share $2.47 ($10.04) 124.6%
ATA HOLDINGS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Cents per ASM Three Months Ended September 30, 2003 2002 (Unaudited) (Unaudited) Change Total operating revenues 7.46 7.06 5.7% Operating expenses: Salaries, wages and benefits 1.93 2.12 (9.0%) Fuel and oil 1.26 1.18 6.8% Aircraft rentals 1.10 1.14 (3.5%) Handling, landing and navigation fees 0.48 0.65 (26.2%) Crew and other employee travel 0.31 0.32 (3.1%) Depreciation and amortization 0.27 0.42 (35.7%) Other selling expenses 0.25 0.25 0.0% Aircraft maintenance, materials and repairs 0.21 0.25 (16.0%) Passenger services 0.20 0.23 (13.0%) Advertising 0.16 0.22 (27.3%) Insurance 0.12 0.18 (33.3%) Facilities and other rentals 0.12 0.14 (14.3%) Commissions 0.11 0.09 22.2% Ground package cost 0.05 0.08 (37.5%) Aircraft impairments and retirements - 0.76 (100.0%) Other 0.33 0.36 (8.3%) Total operating expenses 6.90 8.39 (17.8%) Operating income (loss) 0.56 (1.33) 142.1%
ATA HOLDINGS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Cents per ASM Nine Months Ended September 30, 2003 2002 (Unaudited) (Unaudited) Change Total operating revenues 7.25 7.41 (2.2%) Operating expenses: Salaries, wages and benefits 1.85 2.03 (8.9%) Fuel and oil 1.31 1.16 12.9% Aircraft rentals 1.06 1.04 1.9% Handling, landing and navigation fees 0.55 0.65 (15.4%) Crew and other employee travel 0.30 0.32 (6.3%) Depreciation and amortization 0.27 0.46 (41.3%) Other selling expenses 0.24 0.26 (7.7%) Aircraft maintenance, materials and repairs 0.22 0.29 (24.1%) Passenger services 0.20 0.23 (13.0%) Advertising 0.18 0.23 (21.7%) Insurance 0.13 0.18 (27.8%) Facilities and other rentals 0.11 0.13 (15.4%) Commissions 0.10 0.14 (28.6%) Ground package cost 0.06 0.18 (66.7%) Aircraft impairments and retirements - 0.40 (100.0%) U.S. Government funds (0.23) 0.12 (291.7%) Other 0.35 0.42 (16.7%) Total operating expenses 6.70 8.24 (18.7%) Operating income (loss) 0.55 (0.83) 166.3%
ATA HOLDINGS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) Sept 30, Dec 31, 2003 2002 (Unaudited) Cash and cash equivalents $196,932 $200,160 Total current assets 369,738 393,752 Property and equipment, net 259,816 265,627 Other assets 274,787 188,757 Total assets 904,341 848,136 Short-term debt and current maturities of long-term debt (1) 206,836 22,575 Total current liabilities 499,949 301,880 Long-term debt, less current maturities (1) 295,775 486,853 Other liabilities 105,885 96,927 Redeemable preferred stock 54,220 52,110 Convertible redeemable preferred stock 32,274 30,375 Shareholders' deficit (83,762) (120,009) Total liabilities and shareholders' deficit $904,341 $848,136
ATA HOLDINGS CORP. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) Nine Months Ended September 30, 2003 2002 Unaudited) (Unaudited) Operating activities: Net income (loss) $40,046 ($114,139) Adjustments to reconcile net income (loss) to net cash provided by operating activities: U.S. Government receivable 6,158 15,210 Depreciation and amortization 43,084 60,258 Aircraft impairment and retirements - 51,559 Changes in operating assets and liabilities (4,543) (35,030) Other 30,725 17,258 Net cash provided by (used in) operating activities 115,470 (4,884) Investing activities: Aircraft pre-delivery deposits 16,582 77,396 Capital expenditures (36,178) (57,618) Non-current prepaid aircraft rent (84,740) (19,273) Other 4,060 15,173 Net cash provided by (used in) investing activities (100,276) 15,678 Financing activities: Change in short-term debt (8,384) (52,648) Change in long-term debt (91) (29,525) Other (9,947) (2) Net cash used in financing activities (18,422) (82,175) Decrease in cash and cash equivalents (3,228) (71,381) Cash and cash equivalents, beginning of period 200,160 184,439 Cash and cash equivalents, end of period $196,932 $113,058
ATA HOLDINGS CORP. AND SUBSIDIARIES OPERATING STATISTICS (2) Three Months Ended September 30, 2003 2002 Change Revenue Passenger Miles (RPMs) (000s) System-wide 3,756,910 3,239,084 16.0% Scheduled Service - Jet 3,211,866 2,693,804 19.2% Scheduled Service - Commuter 46,599 43,664 6.7% Scheduled Service - Total 3,258,465 2,737,468 19.0% Charter Service 498,446 501,616 (0.6%) Available Seat Miles (ASMs) (000s) System-wide 5,193,885 4,494,336 15.6% Scheduled Service - Jet 4,233,227 3,562,676 18.8% Scheduled Service - Commuter 76,619 66,315 15.5% Scheduled Service - Total 4,309,846 3,628,991 18.8% Charter Service 884,039 865,345 2.2% Unit Revenue and Unit Costs Scheduled Service Revenue per Available Seat Mile (RASM) (cents) 6.81 6.38 6.7% Charter Service Revenue per Available Seat Mile (RASM) (cents) 8.90 7.93 12.2% Scheduled Service Revenue per Revenue Passenger Mile (Yield) (cents) 9.01 8.46 6.5% Operating Expenses per ASM (cents) 6.90 8.39 (17.8%) Aircraft impairments and retirements per ASM (cents) - 0.76 (100.0%) Other Statistics Scheduled Service Passenger Load Factor - Jet 75.9% 75.6% 0.3 pts Scheduled Service Passenger Load Factor - Commuter 60.8% 65.8% (5.0 pts) Total Scheduled Service Passenger Load Factor 75.6% 75.4% 0.2 pts System-wide Revenue Passengers Carried 2,895,419 2,630,357 10.1% Average Daily Narrow-body Jet Utilization 10.65 10.00 6.5% Average Daily Wide-body Jet Utilization 7.43 4.76 56.1% System-wide Average Passenger Trip Length (miles) 1,298 1,231 5.4% Average into-plane fuel price per gallon 0.96 0.90 6.7% Gallons of Fuel Consumed (000s) 67,649 58,727 15.2%
ATA HOLDINGS CORP. AND SUBSIDIARIES OPERATING STATISTICS (2) Nine Months Ended September 30, 2003 2002 Change Revenue Passenger Miles (RPMs) (000s) System-wide 10,912,158 9,396,234 16.1% Scheduled Service - Jet 8,989,590 7,336,282 22.5% Scheduled Service - Commuter 144,572 106,071 36.3% Scheduled Service - Total 9,134,162 7,442,353 22.7% Charter Service 1,777,997 1,953,881 (9.0%) Available Seat Miles (ASMs) (000s) System-wide 15,848,748 13,050,595 21.4% Scheduled Service - Jet 12,097,586 9,785,177 23.6% Scheduled Service - Commuter 231,121 159,090 45.3% Scheduled Service - Total 12,328,707 9,944,267 24.0% Charter Service 3,520,041 3,106,328 13.3% Unit Revenue and Unit Costs Scheduled Service Revenue per Available Seat Mile (RASM) (cents) 6.62 6.68 (0.9%) Charter Service Revenue per Available Seat Mile (RASM) (cents) 8.12 7.71 5.3% Scheduled Service Revenue per Revenue Passenger Mile (Yield) (cents) 8.94 8.93 0.1% Operating Expenses per ASM (cents) 6.70 8.24 (18.7%) Aircraft impairments and retirements per ASM (cents) - 0.40 (100.0%) U.S. Government funds per ASM (cents) (0.23) 0.12 291.7% Other Statistics Scheduled Service Passenger Load Factor - Jet 74.3% 75.0% (0.7 pts) Scheduled Service Passenger Load Factor - Commuter 62.6% 66.7% (4.1 pts) Total Scheduled Service Passenger Load Factor 74.1% 74.8% (0.7 pts) System-wide Revenue Passengers Carried 8,489,438 7,586,748 11.9% Average Daily Narrow-body Jet Utilization 10.85 9.82 10.5% Average Daily Wide-body Jet Utilization 7.47 5.19 43.9% System-wide Average Passenger Trip Length (miles) 1,285 1,239 3.7% Average into-plane fuel price per gallon 1.01 0.86 17.4% Gallons of Fuel Consumed (000s) 206,875 176,663 17.1% Aircraft in fleet - Jet (as of the end of the period) 64 63 1.6% Aircraft in fleet - Commuter (as of the end of the period) 17 17 0.0% Full-time Equivalent Employees (as of the end of the period) 7,575 6,880 10.1%
(1) $175 million in Senior Notes due in August 2004 became current in the third quarter of 2003. (2) Numbers in operating statistics may not sum due to rounding. -----END PRIVACY-ENHANCED MESSAGE-----