-----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, LghqAPKngo5IvAbtdGF3lex5NNsZoLP+mYo7ZFLC4QpwoEZnVJjdNDBPAeVen9T8 /YjLIF8vwIorvoNFBKPiUA== 0000950117-03-003905.txt : 20030902 0000950117-03-003905.hdr.sgml : 20030901 20030829212130 ACCESSION NUMBER: 0000950117-03-003905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030829 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030902 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: 03875142 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 a35986.txt ATA HOLDINGS CORP. 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): August 29, 2003 ATA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Indiana 000-21642 35-1617970 (State or other (Commission File Number) (IRS Employer jurisdiction Identification of incorporation) Number) 7337 West Washington Street 46231 Indianapolis, Indiana (Zip Code) (Address of principal executive offices) (317) 247-4000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events Debt Exchange Offers On August 29, 2003, ATA Holdings Corp. (the "Company") announced that it has launched exchange offers (the "Exchange Offers") for $175,000,000 outstanding principal amount of its outstanding 10 1/2% Senior Notes due 2004 (the "2004 Notes") for cash and new 11% Senior Notes due 2009 (the "2009 Notes") and $125,000,000 outstanding principal amount of its 9 5/8% Senior Notes due 2005 (the "2005 Notes" and, together with the 2004 Notes, the "Existing Notes") for cash and new 10 1/8% Senior Notes due 2010 (the "2010 Notes" and, together with the 2009 Notes, the "New Notes"). The press release is attached as Exhibit 99.1. Item 7. Financial Statements and Exhibits. C. Exhibits. Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press Release dated August 29, 2003. Exhibit 99.2 Press Release dated September 2, 2003. Item 9. Regulation FD Disclosure. A. Introduction The information contained in this Current Report on Form 8-K, including the exhibits hereto, is not a solicitation of tenders of existing securities nor an offer to sell or a solicitation of an offer to purchase any of the securities to be offered. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. B. Limitation on Incorporation by Reference In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 9 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 9 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. C. Supplemental Information The following is certain information that will be disclosed by the Company in connection with the Exchange Offers. 1) As part of the Company's plan to address its liquidity difficulties, in addition to the Exchange Offers, the Company has entered into letters of intent with three of the lessors under its aircraft operating leases, Boeing Capital Services Corporation ("BCSC"), General Electric Capital Aviation Services ("GECAS") and International Lease Finance Corporation ("ILFC"), to amend certain of its aircraft operating leases that were entered into in 2001, 2002 and 2003 with those parties. The effect of the amendments would be to delay the payment of portions of the amounts due under those aircraft operating leases primarily between June 30, 2003 and March 31, 2005, which would ease the Company's current liquidity difficulties. The payments delayed during this time period would be subsequently paid at various times throughout the remaining life of the leases. The effectiveness of the proposed amendments is conditioned upon, among other things, entering into definitive lease amendments with each of the lessors and the completion of the Exchange Offers no later than September 30, 2003. The letter of intent with BCSC (the 'BCSC Restructuring Letter') calls for amendments to each of the operating lease agreements between BCSC, as lessor, and the Company, as lessee, entered into in 2001 and 2002 (the 'BCSC Leases'). The effect of the amendments would be to defer payments due under the BCSC Leases between June 30, 2003 and March 31, 2005 as indicated below and to extend the terms of the leases by two years. Also, we have agreed with The Boeing Company to defer, until 2005, the delivery of seven Boeing 737-800 aircraft we were formerly committed to take delivery of in 2004. In addition to entering into definitive lease amendments with each of the lessors and the completion of the Exchange Offers by September 30, 2003, the amendments called for by the BCSC Restructuring Letter are conditioned on, among other things, our having paid in cash all accrued dividends on the shares of the Company's Series B Preferred Stock held by Boeing Capital Corporation. Until the BCSC Restructuring Letter is effective, we will continue to make the regularly scheduled payments under the BCSC Leases, which payments will be retained by BCSC as security for our obligation to have made those payments in the event that the BCSC Restructuring Letter does not become effective. Additionally, the BCSC Restructuring Letter provides that we will amend the terms of the operating leases relating to two Boeing 757-300 aircraft delivered to us in June and July 2003 to incorporate certain U.S. Federal income tax benefits and to increase the pricing under those leases to be consistent with the pricing under the BCSC Leases. The letter of intent with GECAS (the 'GECAS Restructuring Letter') calls for amendments to the single investor operating lease agreements between GECAS, as lessor, and the Company, as lessee, entered into in 2001 and 2002 with respect to nine Boeing 737-800 aircraft and two spare engines (the 'GECAS Leases'). The effect of the amendments would be to defer payments due under the GECAS Leases between June 30, 2003 and June 30, 2005 as indicated below and to extend the terms of the leases by two years. The GECAS Restructuring Letter also would provide that GECAS' commitment to provide financing for five Boeing 737-800 aircraft be terminated. In addition to entering into definitive amendments with each of the lessors and the completion of the Exchange Offers by October 31, 2003, the amendments called for by the GECAS Restructuring Letter are conditioned on, among other things, our having agreed with The Boeing Company to defer delivery of seven Boeing 737-800 aircraft we are currently committed to take delivery of in 2004 for at least one year and having entered into an extension of our credit card processing agreement on terms comparable to those in effect during the 2003 contract year. In connection with the GECAS Restructuring Letter, we have entered into letters of intent with GECAS with respect to one Boeing 757-200 aircraft and one Boeing 737-800 aircraft that we would expect to take delivery of in November 2003 and November 2004, respectively. We expect that the commercial terms and conditions of the leases for these aircraft would be generally comparable to the restructured terms of the GECAS Leases. The letter of intent with ILFC (the 'ILFC Restructuring Letter') calls for amendments to each of the operating lease agreements between ILFC, as lessor, and the Company, as lessee, entered into in 2002 and 2003, with respect to 13 aircraft currently leased by the Company and to the leases for two aircraft we are committed to take delivery of in 2003 and 2004 (the 'ILFC Leases'). The effect of the amendments would be to reduce the scheduled lease payments over the remaining terms of the ILFC Leases with respect to the 13 aircraft we currently lease and to reduce the scheduled lease payments over the entire term of the ILFC Leases with respect to the two aircraft we are committed to take delivery of in 2003 and 2004. In addition to entering into definitive amendments with each of the lessors and the completion of the Exchange Offers by September 30, 2003, the amendments called for by the ILFC Restructuring Letter are conditioned on our having paid to ILFC all dividends payable on our Series A Preferred Stock held by ILFC and having entered into an extension of our credit card processing agreement on terms comparable to those in effect during the 2003 contract year. 2) As of June 30, 2003, and after giving effect to the Exchange Offers and the restructuring of certain of the Company's aircraft operating leases, assuming that 85% of each series of Existing Notes are exchanged in the Exchange Offers, the Company's principal payments on indebtedness and the Company's payment obligations under aircraft and facility operating leases would be as set forth in the table below. The projected payments below represent only a possible outcome of the Exchange Offers based on the assumptions specified above.
3Q-4Q There- 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 after ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----- (In Thousands) Actual Current and long-term debt(1).......... $ 14,134 $208,621 $162,871 $ 30,451 $ 30,026 $ 51,163 $ 2,355 $ 2,356 $ 684 $ -- $ 11,476 Lease obligations(2)... 117,058 284,620 275,157 268,128 271,462 264,334 254,136 252,303 239,217 235,367 1,115,239 Expected future lease obligations(3)... 12,614 5,884 14,024 49,971 52,214 50,106 45,166 44,889 44,368 43,179 368,382 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------- Total contractual cash obligations...... $143,806 $499,125 $452,052 $348,550 $353,702 $365,603 $301,657 $299,548 $284,269 $278,546 $1,495,097 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------- As Adjusted Current and long-term debt............. $ 14,134 $ 59,871 $ 56,621 $ 30,451 $ 30,026 $ 51,163 $142,180 $104,356 $ 684 $ -- $ 11,476 Lease obligations. 78,445 231,858 259,064 302,844 304,334 298,348 276,363 271,879 256,951 257,126 1,299,645 Expected future lease obligations(3)... 4,465 8,503 20,212 56,478 52,493 41,366 51,873 66,468 64,860 57,993 440,244 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------- Total adjusted cash obligations...... $ 97,044 $300,232 $335,897 $389,773 $386,853 $390,877 $470,416 $442,703 $322,495 $315,119 $1,751,365 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
- --------- (1) See the discussion of debt obligations in Note 5 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. These figures also include projected payments on debt incurred in the first quarter of 2003 to finance an expansion of the Company's terminal at the Chicago-Midway Airport. (2) See the discussion of operating leases in Note 6 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. These figures also include projected lease payments on one Boeing 737-800 and one Boeing 757-300 aircraft the Company took delivery of in the second quarter of 2003. (3) Represents estimated payments on 10 new Boeing 757-300 and Boeing 737-800 aircraft (and with respect to the As Adjusted figures, 12 new Boeing 757-300, Boeing 757-200 and Boeing 737-800 aircraft) the Company is committed to taking delivery of in 2003, 2004, and 2005 as well as four spare engines the Company is committed to taking delivery of in 2005 through 2008. The Company intends to finance these aircraft and engines with operating leases. However, no such leases are in place as the Company has not received the aircraft and engines. Payments for expected future lease obligations were derived using leases for comparable aircraft currently in place and assuming amendments to the rent schedules comparable to the amendments contemplated by the aircraft operating lease restructuring. The Company's letters of intent with its aircraft lessors to amend certain of its aircraft operating leases, discussed under the caption "Aircraft operating Lease Restructuring" in this report contain certain restrictive covenants and set forth changes to certain commitments described above. The changes contemplated by the letters of intent are contingent upon, among other things, entering into definitive amendments with each lessor and completion of the Exchange Offers no later than September 30, 2003. The most significant change to the commitments described above would be that the financing for seven new Boeing 737-800 aircraft scheduled for future delivery would be at the option of the lessor, and no longer firmly committed. In the event the Company were unable to obtain satisfactory financing for those aircraft, the Company anticipates that the manufacturer would agree to an additional delay in delivery, until such date that satisfactory financing could be obtained. For further discussion, see Note 12 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 3) At June 30, 2003, and December 31, 2002, respectively, after giving pro forma effect to the Exchange Offers (assuming 85% acceptances) and the amendments to certain of our aircraft operating leases, the Company would have had outstanding approximately $494.7 million and $496.3 million of indebtedness, approximately $207.7 million and $209.1 million of which would have been secured, and approximately $1.83 billion and $2.00 billion of aircraft operating lease obligations which come due between June 30, 2003 and August 1, 2009 and January 1, 2003 and August 1, 2009, respectively. 4) SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA In the table below, the Company provides you with summary historical consolidated financial data and other operating information of ATA Holdings and its subsidiaries. The Company has prepared the selected financial data for the five fiscal years ended December 31, 2002 included in this table using the audited consolidated financial statements of ATA Holdings for such fiscal years, which have been audited by Ernst & Young LLP, independent auditors. The Company prepared the summary financial data for the six-month periods ended June 30, 2002 and June 30, 2003 included in this table using the unaudited consolidated financial statements of ATA Holdings for each of such periods, which, in the opinion of management, include all adjustments necessary to present fairly the financial results for such periods. Interim results are not necessarily indicative of the results which may be expected for any other interim period or for a full year. When you read this summary historical financial data, it is important that you read it together with the historical financial statements and related notes included in the Company's annual and quarterly reports filed with the Commission, as well as the sections entitled 'Management's Discussion and Analysis of Financial Condition and Results of Operations.'
Six Months Ended Year Ended December 31, June 30, ------------------------------------------------------------ --------------------- 1998 1999 2000 2001 2002 2002 2003 ---- ---- ---- ---- ---- ---- ---- (Dollars in thousands, except ratios and per share amounts) Statement of Operations Data: Operating revenues: Scheduled service............. $511,254 $ 624,647 $ 753,301 $ 820,666 $ 886,579 $ 432,798 $522,777 Charter....................... 344,482 389,979 435,262 359,770 309,242 170,513 206,857 Ground package................ 23,186 58,173 59,848 52,182 35,687 24,977 8,476 Other......................... 40,447 49,567 43,142 42,866 45,862 20,823 23,641 -------- ---------- ---------- ---------- ---------- ---------- -------- Total operating revenues... 919,369 1,122,366 1,291,553 1,275,484 1,277,370 649,111 761,751 -------- ---------- ---------- ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- ---------- ---------- -------- Operating expenses: Salaries, wages and benefits..................... 211,304 252,595 297,012 325,153 355,201 169,688 193,153 Fuel and oil.................. 137,401 170,916 274,820 251,333 206,574 98,394 143,173 Aircraft rentals.............. 53,128 58,653 72,145 98,988 190,148 84,487 111,334 Handling, landing and navigation fees.............. 74,640 89,302 97,414 88,653 110,528 56,130 61,456 Depreciation and amortization................. 78,665 96,038 125,041 121,327 76,727 41,408 28,989 Aircraft maintenance, materials and repairs........ 53,655 55,645 70,432 61,394 52,254 26,080 24,230 Passenger service............. 34,031 39,231 45,571 43,856 38,345 19,298 21,005 Aircraft impairments and retirements.................. -- -- -- 118,868 66,787 17,241 -- Goodwill impairment........... -- -- -- -- 6,893 -- -- Special charges............... -- -- -- 21,525 -- -- -- U.S. government grant......... -- -- -- (66,318) 16,221 15,210 (37,156) Other......................... 201,172 269,959 306,548 302,575 317,729 170,410 158,102 -------- ---------- ---------- ---------- ---------- ---------- -------- Total operating expenses... 843,996 1,032,339 1,288,983 1,367,354 1,437,407 698,346 704,286 -------- ---------- ---------- ---------- ---------- ---------- -------- Operating income (loss).......... 75,373 90,027 2,570 (91,870) (160,037) (49,235) 57,465 -------- ---------- ---------- ---------- ---------- ---------- -------- Other income (expense): Interest income............... 4,433 5,375 8,389 5,331 2,829 1,512 1,511 Interest (expense)............ (12,808) (20,966) (31,452) (30,082) (35,746) (18,250) (25,641) Other......................... 212 3,361 562 554 (1,260) (368) (1,012) -------- ---------- ---------- ---------- ---------- ---------- -------- Other income (expense)..... (8,163) (12,230) (22,501) (24,197) (34,177) (17,106) (25,142) -------- ---------- ---------- ---------- ---------- ---------- -------- Income (loss) before income taxes........................... 67,210 77,797 (19,931) (116,067) (194,214) (66,341) 32,323 Income taxes (credits)........... 27,129 30,455 (4,607) (39,750) (24,950) (12,823) -- -------- ---------- ---------- ---------- ---------- ---------- -------- Net income (loss)............. $ 40,081 $ 47,342 $ (15,324) $ (76,317) $ (169,264) $ (53,518) $ 32,323 -------- ---------- ---------- ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- ---------- ---------- -------- Preferred stock dividends........ -- -- (375) (5,568) (5,720) (2,860) (2,860) -------- ---------- ---------- ---------- ---------- ---------- -------- Income (loss) available to common shareholders.................... $ 40,081 $ 47,342 $ (15,699) $ (81,885) $ (174,984) $ (56,378) $ 29,463 -------- ---------- ---------- ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- ---------- ---------- -------- Net income (loss) per share- basic........................ 3.41 3.86 (1.31) (7.14) (14.94) (4.84) 2.50 Net income (loss) per share- diluted...................... 3.07 3.51 (1.31) (7.14) (14.94) (4.84) 1.97
Six Months Ended Year Ended December 31, June 30, ----------------------------------------------------------- ------------------- 1998 1999 2000 2001 2002 2002 2003 ---- ---- ---- ---- ---- ---- ---- (Dollars in thousands, except ratios and per share amounts) Balance Sheet Data (at end of period): Cash............................. $ 172,936 $ 120,164 $ 129,137 $ 184,439 $ 200,160 $153,535 $185,982 Working capital (deficiency)..... 59,184 (10,106) 25,564 82,711 91,872 (5,999) 51,767 Property and equipment, net...... 329,332 511,832 522,119 314,943 265,627 312,939 267,140 Total assets..................... 594,549 815,281 1,032,430 1,002,962 848,136 925,216 897,268 Short-term debt (including current maturities)............. 1,476 2,079 96,740 124,059 22,575 113,427 29,071 Long-term debt................... 245,195 345,792 361,209 373,533 486,853 335,997 478,777 Total debt....................... 246,671 347,871 457,949 497,592 509,428 449,424 507,848 Shareholders' equity (deficit)(1).................... 102,751 151,376 124,654 44,132 (120,009) (8,620) (90,546) CASH FLOW DATA: Net cash provided by (used in) operating activities............ $ 151,812 $ 152,673 $ 111,692 $ 144,424 $ (59,014) $ 19,240 $ 76,724 Net cash provided by (used in) investing activities............ (142,352) (305,718) (290,837) (129,791) 88,931 (2,297) (79,951) Net cash provided by (used in) financing activities............ 59,280 100,273 188,118 40,669 (14,196) (47,847) (10,951) OTHER FINANCIAL DATA: Ratio of earnings to fixed charges(2)...................... 3.03 2.65 -- -- -- -- 1.55 Deficiency of earnings available to cover fixed charges(2)....... -- -- 23,138 130,353 200,657 69,201 -- EBITDAR(3)....................... 211,811 253,454 208,707 134,330 108,407 77,804 198,287 EBITDA(3)........................ 158,683 194,801 136,562 35,342 (81,741) (6,683) 86,953 Ratio of EBITDAR to fixed charges......................... 6.60 5.67 3.52 1.73 1.09 1.66 3.47 Ratio of EBITDA to fixed charges......................... 4.94 4.36 2.30 0.45 (0.82) (0.14) 1.52 Ratio of total debt to EBITDA.... 1.55 1.79 3.35 14.08 (6.23) (67.25) 5.84 SELECTED OPERATING DATA FOR PASSENGER SERVICE:(4) Available seat miles (millions)(5)................... 13,851.7 15,082.6 16,390.1 16,187.7 17,600.0 8,556.3 10,654.9 Revenue passenger miles (millions)(6)................... 9,758.1 10,949.0 11,816.8 11,675.7 12,384.2 6,157.2 7,155.2 Passenger load factor(7)......... 70.5% 72.6% 72.1% 72.1% 70.4% 72.0% 67.2% Revenue per available seat mile............................ 6.64[c] 7.44[c] 7.88[c] 7.88[c] 7.26[c] 7.59[c] 7.15[c] Operating expense per ASM(8)..... 6.09[c] 6.84[c] 7.86[c] 8.45[c] 8.17[c] 8.16[c] 6.61[c] Block hours flown(9)............. 160,403 175,460 191,532 197,043 239,298 111,452 147,752 Average daily aircraft utilization (block hours per day)(10)........................ Lockheed L-1011-50/100........ 6.72 6.51 6.63 6.02 4.16 4.68 7.75 Lockheed L-1011-500........... -- 6.47 6.77 6.69 5.81 5.92 6.32 Boeing 727-200 ADV............ 9.02 8.95 8.78 7.48 5.04 5.04 -- Boeing 757-200................ 11.88 11.86 11.90 11.30 10.74 10.94 11.36 Boeing 737-800................ -- -- -- 9.14 9.87 9.94 10.55 Boeing 757-300................ -- -- -- 9.78 9.74 10.03 10.80 Total jet aircraft............... 48 53 58 60 66 62 64
- --------- (1) No common stock dividends were paid in any of the periods presented. (2) The 'ratio of earnings to fixed charges' represents earnings divided by fixed charges, as defined in the following paragraph. The 'deficiency' represents the amount of fixed charges in excess of earnings. (footnotes continued on next page) (footnotes continued from previous page) For purposes of these computations, earnings consist of income (loss) before income taxes, plus fixed charges, adjusted to exclude the amount of any interest capitalized during the period. Fixed charges include the total of: (i) interest, whether expensed or capitalized; (ii) amortization of debt expense relating to any indebtedness, whether expensed or capitalized; and (iii) such portion of rental expense as can be demonstrated to be representative of the interest factor. (3) EBITDA, a measure used by management to measure operating performance, is defined as net income (loss), plus interest expense (net of capitalized interest), income tax expense, depreciation and amortization. The Company further adjusts EBITDA by adding aircraft rental expense to arrive at EBITDAR. The Company believes that this adjustment from EBITDA to EBITDAR is appropriate to provide additional information to investors about its financial performance since aircraft rental expense is an important component of its financial model and also allows comparison between the Company and other companies in the industry based on an industry-standard financial measure. Furthermore, many of the Company debt instruments and other agreements contain covenants that are based on financial measures comparable to EBITDAR. This adjustment to EBITDA may not be in accordance with current Commission practice or with regulations adopted by the Commission that apply to registration statements filed under the Securities Act and periodic reports filed under the Exchange Act. Accordingly, the Commission may require the Company to present EBITDAR differently in filings made with the Commission than as presented in this table, or it may prohibit the Company from presenting EBITDAR entirely. EBITDA and EBITDAR are not recognized terms under GAAP and do not purport to be alternatives to operating income, net income or cash flows from operating activities as determined in accordance with GAAP as a measure of profitability or liquidity. Because not all companies use identical calculations, these presentations of EBITDA and EBITDAR may not be comparable to other similarly titled measures of other companies. Additionally, EBITDA and EBITDAR are not intended to be measures of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, operating lease payments, tax payments and debt service requirements. EBITDA and EBITDAR are calculated as follows (unaudited):
Six Months Ended Year Ended December 31, June 30, ----------------------------------------------------- ------------------- 1998 1999 2000 2001 2002 2002 2003 ---- ---- ---- ---- ---- ---- ---- (Dollars in thousands) Net income (loss)....................... $ 40,081 $ 47,342 $(15,324) $(76,317) $(169,264) $(53,518) $ 32,323 Income tax expense (credit)............. 27,129 30,455 (4,607) (39,750) (24,950) (12,823) -- Interest expense (net of capitalized interest).............................. 12,808 20,966 31,452 30,082 35,746 18,250 25,641 Depreciation and amortization........... 78,665 96,038 125,041 121,327 76,727 41,408 28,989 -------- -------- -------- -------- --------- -------- -------- EBITDA............................... 158,683 194,801 136,562 35,342 (81,741) (6,683) 86,953 Aircraft rentals........................ 53,128 58,653 72,145 98,988 190,148 84,487 111,334 -------- -------- -------- -------- --------- -------- -------- EBITDAR.............................. $211,811 $253,454 $208,707 $134,330 $ 108,407 $ 77,804 $198,287 -------- -------- -------- -------- --------- -------- -------- -------- -------- -------- -------- --------- -------- --------
(4) The operating data (other than revenue per ASM and operating expense per ASM) pertain to ATA and Chicago Express and do not include information for other operating subsidiaries of ATA Holdings. (5) Available seat miles (ASMs) represent the number of seats available for sale to revenue passengers multiplied by the number of miles those seats are flown. ASMs are an industry measure of the total seat capacity offered for sale by the Company, whether sold or not. (footnotes continued on next page) (footnotes continued from previous page) (6) Revenue passenger miles (RPMs) represent the number of seats occupied by revenue passengers multiplied by the number of miles those seats are flown. RPMs are an industry measure of the total seat capacity actually sold by the Company. (7) Passenger load factor is the percentage derived by dividing RPMs by ASMs. Passenger load factor is relevant to the evaluation of scheduled service because incremental passengers normally provide incremental revenue and profitability when seats are sold individually. In the case of commercial charter and military/government charter, load factor is less relevant because an entire aircraft is sold by the Company instead of individual seats. Since both costs and revenues are largely fixed for these types of charter flights, changes in load factor have less impact on business unit profitability. (8) 'Operating expense per ASM' for any period represents the amount determined by dividing total operating expense for such period by the total ASMs for such period. This measure is also referred to as cost per available seat mile (CASM). CASM is a commonly used measure of the cost required for an airline to produce ASMs for sale to its customers. (9) 'Block hours flown' for any aircraft represents the elapsed time computed from the moment the aircraft first moves under its own power from the boarding ramp at one airport to the time it comes to rest at the boarding ramp of the next point of landing. Some variable airline costs, such as fuel, crew and maintenance costs, vary with the number of block hours flown. (10) 'Average daily aircraft utilization' is determined with respect to each aircraft type for any period by dividing the block hours flown by all aircraft of such type during such period by the 'weighted average' number of days during such period that aircraft of such type were owned or leased by ATA. Average daily utilization is a measurement commonly used by airlines of the productive use of its aircraft to generate ASMs for sale. (11) The following summarized financial data (unaudited) in this table has been derived from the financial statements of ATA for each of the respective periods presented. ATA is the principal operating subsidiary of ATA Holdings. The following financial data excludes the other subsidiaries of ATA Holdings (Ambassadair Travel Club, Inc., ATA Leisure Corp., Amber Travel, Inc., American Trans Air ExecuJet, Inc., ATA Cargo, Inc., American Trans Air Training Academy, Inc. and Chicago Express). ATA Holdings allocates certain expenses, such as income taxes, to the various subsidiaries as if they were operating on a stand alone basis.
Six Months Ended Year Ended December 31, June 30, ----------------------------------------------------------- --------------------- Statement of Operations Data:(11) 1998 1999 2000 2001 2002 2002 2003 ---- ---- ---- ---- ---- ---- ---- Operating revenues............ $877,187 $1,008,855 $1,180,962 $1,153,672 $1,153,845 $ 583,769 $705,305 Depreciation and amortization................. 78,595 93,820 120,262 117,813 74,546 40,253 27,729 Operating income (loss)....... 80,920 97,558 18,680 (91,454) (160,838) (49,012) 51,153 Interest expense, net......... (12,808) (20,969) (31,474) (30,094) (35,728) (17,237) (25,170) Income (loss) before income taxes........................ 72,528 84,989 (4,359) (115,875) (195,238) (66,249) 25,983 Net income (loss)............. 43,329 51,951 (5,579) (76,198) (169,436) (53,425) 25,983 Balance Sheet Data (at end of period): Working capital (deficiency)................. $ 10,768 $ (32,049) $ (54,102) $ 11,703 $ 6,815 $ (93,497) $(39,327) Property and equipment, net... 328,661 508,210 650,185 299,255 253,992 303,649 255,973 Total assets.................. 593,489 823,090 1,050,579 1,140,988 813,226 1,045,789 863,301 Short-term debt (including current maturities).......... 1,476 2,079 96,740 124,059 22,575 113,427 29,071 Long-term debt................ 245,195 345,792 361,209 373,533 486,853 335,997 478,777 Total debt.................... 246,671 347,871 457,949 497,592 509,428 449,424 507,848 Shareholders' equity (deficit)(12)................ 50,091 102,039 96,461 20,263 (145,903) (44,328) (119,920)
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Six Months Ended Year Ended December 31, June 30, ------------------------------------------------------------ --------------------- 1998 1999 2000 2001 2002 2002 2003 ---- ---- ---- ---- ---- ---- ---- Cash Flow Data: Net cash provided by (used in) operating activities......... $162,059 $ 135,972 $ 168,579 $ 131,339 $ (62,940) $ 30,393 $ 80,461 Net cash provided by (used in) investing activities......... (141,955) (299,739) (277,898) (122,648) 86,458 (7,590) (78,131) Net cash provided by (used in) financing activities......... 55,115 105,202 120,735 44,771 (8,131) (56,592) (10,980)
- --------- (12) No dividends were paid in any of the periods presented. 5) At June 30, 2003, after giving effect to the completion of the Exchange Offers and aircraft operating lease restructuring and assuming that 85% of each series of Existing Notes are exchanged, the Company would have had approximately $5.45 billion of payment obligations, including debt, aircraft operating leases and trade payables, and $80.0 million stated value of preferred stock outstanding. 6) CAPITALIZATION The following table sets forth the Company's actual consolidated capitalization derived from its unaudited consolidated financial statements at June 30, 2003, and as adjusted to reflect consummation of the Exchange Offers (assuming that 85% of each series of Existing Notes is tendered prior to 5:00 p.m., New York City time on September 12, 2003 (the 'Consent Payment Deadline')).
At June 30, 2003 At June 30, 2003 ---------------------- ---------------------- (As adjusted) (Dollars in thousands) (Dollars in thousands) Cash................................................... $185,982 $163,962 -------- -------- -------- -------- Short-term Debt Rolls-Royce PDP Funding............................ 4,197 4,197 Other short-term debt (current maturities of long-term debt).................................. 24,874 24,874 -------- -------- 29,071 29,071 Long-term Debt ATSB term loan due 2008, net of unamortized discount......................................... 142,533 142,533 10.5% Senior Unsecured Notes due 2004.............. 175,000 26,250 9.625% Senior Unsecured Notes due 2005............. 125,000 18,750 11% Senior Unsecured Notes due 2009 offered hereby........................................... -- 139,825 10.125% Senior Unsecured Notes due 2010 offered hereby........................................... -- 102,000 Special Facility Revenue Bonds-Gate, due 2018...... 5,674 5,674 Special Facility Revenue Bonds-Hangar, due 2020.... 6,000 6,000 Secured bank debt, due 2011........................ 13,829 13,829 Secured bank debt, due 2005........................ 9,258 9,258 Capital lease, due 2008............................ 1,305 1,305 Capital lease, due 2005............................ 147 147 Other.............................................. 31 31 -------- -------- Total Long-term debt........................... 478,777 465,602 -------- -------- Total Debt..................................... 507,848 494,673 Total Redeemable Preferred Stock............... 85,345 80,000 Total shareholders' equity (deficit)(1)........ (90,546) (94,046) -------- -------- Total capitalization....................... $502,647 $480,627 -------- -------- -------- --------
- --------- (1) The Company estimates the costs to complete the Exchange Offers to be approximately $3.5 million. These costs have been deducted from Total shareholders' equity (deficit) at June 30, 2003, as adjusted, as they will be expensed as incurred. 7) Quantitative and Qualitative Disclosures About Market Risk Aircraft Fuel Prices. The Company's results of operations are significantly impacted by changes in the price of aircraft fuel. During 2002, aircraft fuel accounted for approximately 14.4% of the Company's operating expenses, compared to 18.4% in 2001. In addition to purchasing fuel-hedging contracts, the Company obtains fuel price fluctuation protection from escalation clauses in certain commercial charter, military charter, bulk scheduled service and mail contracts. During 2002 and 2001, the Company entered into fuel hedge contracts to reduce the volatility of fuel prices, using heating oil swaps. As of June 30, 2003, it had no outstanding fuel hedge agreements. Market risk is estimated as a hypothetical 10% increase in the December 31, 2002 cost per gallon of fuel. Based on projected 2003 fuel usage, excluding anticipated protection from escalation clauses, such a change would result in an increase in aircraft fuel expense of approximately $19.4 million. As of June 30, 2003, based on a hypothetical 10% increase in the cost per gallon of fuel from the cost per gallon on such date that risk was $10.5 million for the remainder of 2003. Interest Rates. The Company's results of operations are affected by fluctuations in market interest rates. As of June 30, 2003, the majority of the Company's variable-rate debt was comprised of approximately $168.0 million and $4.2 million, respectively, of variable-rate debt through the secured term loan, and debt funding aircraft pre-delivery deposits. If interest rates average 100 basis points more on variable-rate debt in 2003, as compared to 2002 average rates, the Company's interest expense would increase by approximately $1.8 million. In comparison, if interest rates averaged 100 basis points more on variable-rate debt in 2002, as compared to 2001 average rates, the Company's interest expense would have increased by approximately $1.5 million. As of June 30, 2003, and December 31, 2002 and 2001, the majority of the Company's fixed-rate debt was comprised of unsecured debt with a carrying value of $300.0 million. Based upon a calculation of discounted future cash flows using current incremental borrowing rates as of the end of the year for similar types of instruments, the fair value as of June 30, 2003 of this fixed-rate debt is estimated to be approximately $304.1 million. Market risk, estimated as the potential increase in fair value resulting from a hypothetical 100 basis point decrease in market interest rates, was approximately $9.4 million as of June 30, 2003. If 2003 average short-term interest rates decreased by 100 basis points as compared to 2002 average rates, the Company's projected interest income from short-term investments would decrease by approximately $2.0 million. In comparison, the Company estimated that if 2002 average short-term interest rates decreased by 100 basis points as compared to 2001 average rates, its interest income from short-term investments would have decreased by approximately $1.8 million as of December 31, 2001. All estimated changes in interest income and expense are determined by considering the impact of hypothetical changes in interest rates on the Company's debt and cash balances at June 30, 2003, and December 31, 2002 and 2001. 8) Properties Aircraft Fleet At June 30, 2003, ATA and Chicago Express were certified by the FAA to operate a fleet of 81 aircraft. The following table summarizes the ownership characteristics of each aircraft type as of June 30, 2003.
Owned (Encumbered- Operating Lease Operating-Lease Pledged on Debt) (Fixed Buy-out) (No Buy-out) Total ------------------ --------------- --------------- ----- Lockheed L-1011-50 and 100............. 2 -- 1 3 Lockheed L-1011-500.................... 4 -- -- 4 Boeing 737-800......................... -- 18 13 31 Boeing 757-200......................... -- 14 1 15 Boeing 757-300......................... -- 11 -- 11 SAAB 340B.............................. 2 15 -- 17 ----- ----- ----- -- TOTAL.............................. 8 58 15 81 ----- ----- ----- -- ----- ----- ----- --
In addition, the Company expects to take delivery of one new Boeing 737-800 aircraft and one new Boeing 757-300 aircraft over the remainder of 2003. 9) Aircraft Pre-Delivery Deposit Finance Facilities In 2000, the Company entered into three finance facilities to fund pre-delivery deposits on new Boeing 757-300 and Boeing 737-800 aircraft. These facilities provided for up to $173.2 million in pre-delivery deposit funding. As of December 31, 2002, two of these facilities had terminated. As of June 30, 2003, the Company had borrowings under the remaining facility of $4.2 million. 10) Secured Notes Payable In 2000, the Company issued two $11.5 million variable rate five-year notes, each collateralized by one Lockheed L-1011-500 aircraft. As of June 30, 2003, these notes have a combined remaining balance of $12.7 million. 11) Mortgages In 1999, the Company obtained an $8.0 million loan secured by a 15-year mortgage on our Maintenance and Operations Center. In 2000, the Company obtained a $10.0 million loan secured by a 14-year mortgage on our Indianapolis Maintenance Hangar. As of June 30, 2003, these two mortgages have a combined remaining balance of $15.3 million. 12) The Company discloses the following information regarding certain relationships and related-party transactions. J. George Mikelsons, the Company's Chairman of the Board and Chief Executive Officer, is the sole owner of Betaco, Inc., a Delaware corporation ('Betaco'). Betaco currently owns two airplanes (a Cessna Citation II and a Lear Jet) and two helicopters (a Bell 206B Jet Ranger III and a Bell 206L-3 LongRanger). The two airplanes are leased or subleased to ATA. The Lear Jet has been used to fly corporate charters since September 2002. The Jet Ranger III and LongRanger helicopters are leased to American Trans Air ExecuJet, Inc. ('ExecuJet'). ExecuJet uses the Jet Ranger III for third-party charter flying and subleases the LongRanger to an Indianapolis television station. The lease for the Cessna Citation currently requires a monthly payment of $37,500 for a term beginning July 25, 2001, and ending on July 24, 2004. The lease for the Lear Jet requires a monthly payment of $33,600 for a term beginning December 24, 2001, and ending December 23, 2003. The lease for the JetRanger III currently requires a monthly payment of $3,500 for a term beginning November 1, 2002, and ending November 1, 2005. The lease for the LongRanger requires a monthly payment of $7,350 for a term beginning December 11, 2001, and ending October 31, 2005. Betaco lowered the lease payments for the JetRanger III and LongRanger an aggregate of $7,025 per month because of the decline in values for these aircraft. The Company believes that the current terms of the leases and subleases with Betaco for this equipment are no less favorable to the Company than those that could be obtained from third parties. As of June 30, 2003, Mr. Mikelsons owes $678,733 to the Company pursuant to the arrangements relating to the domestic employees and the crew for the two boats. The Company has also paid Mr. Mikelsons a total of $120,000 in connection with the use of the boats by ATA prior to the July 1, 2002, agreement. While there have been other business uses by the Company, Mr. Mikelsons has determined not to seek reimbursement for them. 13) In connection with the Exchange Offers, the Company has included in the exchange offering memorandum its audited consolidated financial statements at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002. Note 20 (Unaudited) to these financial statements includes additional disclosures concerning subsequent events (those occurring subsequent to December 31, 2002 and subsequent to the Company filing its audited consolidated financial statements at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002). Such disclosures are in addition to the notes to the audited consolidated financial statements at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Note 20 is as follows: 20. Subsequent Events (Unaudited) The Company is scheduled to make large principal payments on its outstanding senior indebtedness and on its aircraft operating leases in 2004 and 2005. In August 2004, $175 million of the Company's unsecured senior notes are due in full, with another $125 million of unsecured senior notes due in December 2005. The Company also has substantial fixed payment obligations under aircraft operating leases in 2003, 2004 and 2005, including a cash payment of approximately $170.9 million in the first quarter of 2004. The Company is currently unable to obtain any additional financing and does not expect to be able to do so in the near future. The Company does not anticipate that cash on hand as of June 30, 2003, together with cash generated by future operating activities and the return of pre-delivery cash deposits held by the manufacturers on future aircraft and engine deliveries, will be sufficient to meet its scheduled aircraft operating lease obligations beginning in 2004 and repay its debt when it matures. On April 10, 2003, Moody's Investors Service downgraded its ratings of this unsecured debt from 'Caa1' to Caa3' and indicated that it has a negative outlook for future ratings. On July 30, 2003, S&P downgraded the Company's corporate credit rating from 'B - ' to 'CCC' and its senior unsecured debt rating from 'CCC' to 'CC.' The Company's ratings remain on CreditWatch. The downgrade was based on an announcement that the Company does not expect to have enough cash to make payments on its unsecured senior notes due in 2004 and its aircraft operating lease payments and cannot obtain any additional financing. The Company's failure to make scheduled payments of interest or principal under the outstanding senior notes or to make its scheduled payments under the aircraft operating leases would constitute an event of default under many of the agreements governing its indebtedness (including its government guaranteed loan) due to cross-default provisions. Also, the Company's government guaranteed loan contains a covenant requiring the Company to maintain a cash balance of $40 million. Failure to comply with this covenant would constitute an event of default. In addition, if the Company fails to pay the principal amounts due under its outstanding senior notes, the trustee or the holders of at least 25 percent of the principal amount of those notes would have the option to take legal action against the Company to accelerate its obligations under the notes and collect the amounts due. If the Company fails to make scheduled payments under the aircraft operating leases, the lessors may repossess the aircraft subject to the leases, effectively shutting down its operations. Finally, in such circumstances the Company's credit card processors may elect to hold back up to 100 percent of its pre-paid sales, which would aggravate its liquidity difficulties. In an effort to address these issues, on August 29, 2003, the Company launched offers to exchange all of its outstanding 10 1/2% Senior Notes due 2004 for cash and new 11% Senior Notes due 2009 and all of its outstanding 9 5/8% Senior Notes due 2005 for cash and new 10 1/8% Senior Notes due 2010. The Exchange Offers expire at 5:00 p.m., New York City Time, on September 26, 2003. In addition, the Company has entered into letters of intent with three of the lessors under its aircraft operating leases, Boeing Capital Services Corporation, General Electric Capital Aviation Services and International Lease Finance Corporation to amend certain aircraft operating leases that were entered into in 2001, 2002 and 2003 with those parties. The effect of the amendments would be to delay the payment of portions of the amounts due under those operating leases primarily between June 30, 2003 and March 31, 2005, which would ease the Company's current liquidity difficulties. The payments delayed during this time period would be subsequently paid at various times throughout the remaining life of the leases. The effectiveness of the proposed operating lease amendments is contingent upon, among other things, entering into definitive amendments with each of the lessors and the completion of the Exchange Offers no later than September 30, 2003. If the Company is unable to reach a satisfactory agreement with its creditors pursuant to the Exchange Offers and the aircraft operating lease restructuring, the Company may be forced to restructure its debts in bankruptcy. In addition, the report of Ernst & Young LLP, independent auditors, on the audited consolidated financial statements at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 included in the exchange offering memorandum includes the following paragraph, such paragraph represents a modification to their report on the audited consolidated financial statements at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002: Since the date of completion of our audit on the accompanying financial statements and the initial issuance of our report thereon dated January 24, 2003, it is now unlikely that the Company will be able to meet its scheduled operating lease obligations beginning in 2004 and repay its debt when it matures. Note 20 discusses management's plans to amend obligations under aircraft operating leases and restructure its unsecured senior notes due in 2004 and 2005. D. Forward-Looking Information This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identifiable by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. Should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. Except to the extent required by the Federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements contained in this Current Report on Form 8-K whether as a result of new information, future events or otherwise. 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: August 29, 2003 By: /s/ David M. Wing ------------------- Name: David M. Wing Title: Executive Vice President & CFO EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press Release dated August 29, 2003. Exhibit 99.2 Press Release dated September 2, 2003. STATEMENT OF DIFFERENCES The cent sign shall be expressed as..........................................[c] EX-99 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 [LOGO ATA] NEWS RELEASE ================================================================================ Investor Relations Contacts: David M. Wing, Chief Financial Officer (317) 240-7087 Roxanne Butler, Investor Relations Specialist (877) 834-0606 investor.relations@iflyata.com Media Contact: Angela Thomas (317) 240-7518 public.relations@iflyata.com
ATA HOLDINGS CORP. COMMENCES EXCHANGE OFFERS FOR 10 1/2 PERCENT NOTES DUE 2004 and 9 5/8 PERCENT NOTES DUE 2005 INDIANAPOLIS, August 29, 2003 -- ATA Holdings Corp. (NASDAQ: ATAH), the parent company of ATA Airlines, Inc., today announced that it has launched exchange offers (the "Exchange Offers") for $175 million outstanding principal amount of its 10 1/2 percent Senior Notes due 2004 ("2004 Notes") and $125 million outstanding principal amount of its 9 5/8 percent Senior Notes due 2005 ("2005 Notes" and, together with the 2004 Notes, the "Existing Notes") and solicitations of consents to amend the indentures under which the Existing Notes were issued. Pursuant to the Exchange Offers, ATA Holdings Corp. is offering o for each $1,000 principal amount of 2004 Notes tendered for exchange, $940 principal amount of the Company's new 11 percent Senior Notes due 2009 ("2009 Notes") and cash consideration of $60, $30 of which constitutes a consent payment, and o for each $1,000 principal amount of 2005 Notes tendered for exchange, $960 principal amount of the Company's new 10 1/8 percent Senior Notes due 2010 ("2010 Notes" and, together with the 2009 Notes, the "New Notes") and cash consideration of $40, $30 of which constitutes a consent payment. In each Exchange Offer, the consent payments will only be paid with respect to consents received prior to 5 p.m., Eastern Standard Time, on September 12, 2003, unless extended. Completion of the Exchange Offers is subject to a number of significant conditions, including receiving valid and un-withdrawn tenders representing at least 85 percent in principal amount of each series of Existing Notes and receiving the consent of the Air Transportation Stabilization Board (ATSB) pursuant to ATA Holdings Corp.'s government guaranteed term loan. The Exchange Offers expire at 5 p.m., Eastern Standard Time, on September 26, 2003, unless extended. Tenders of Existing Notes pursuant to the Exchange Offers may be withdrawn at any time on or prior to 5 p.m., Eastern Standard Time, on September 12, 2003. The Exchange Offers are being made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This announcement is neither an offer to sell nor a solicitation of an offer to buy the New Notes nor a solicitation of tenders of Existing Notes in connection with the Exchange Offers. EX-99 4 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 [ATA LOGO] NEWS RELEASE - ---------------------------------------------------------------------------------- Investor Relations Contacts: David M Wing, Chief Financial Officer (317) 240-7087 Roxanne Butler, Investor Relations Specialist (877) 834-0606 investor.relations@iflyata.com Media Contact: Angela Thomas (317) 240-7518 public.relations@iflyata.com
ATA HOLDINGS CORP. DISCLOSES LETTERS OF INTENT TO RE-PRICE CERTAIN AIRCRAFT OPERATING LEASES INDIANAPOLIS, September 2, 2003 -- ATA Holdings Corp. (NASDAQ: ATAH), the parent company of ATA Airlines, Inc., today announced that it has disclosed certain material information regarding its discussions with its aircraft lessors on a report on Form 8-K furnished with the Securities and Exchange Commission's EDGAR reporting system. The Company disclosed that it has entered into letters of intent with several of its aircraft lessors, to amend certain aircraft operating leases that were entered into with those parties in 2001, 2002 and 2003. The effect of the amendments would be to delay the payment of portions of the amounts due under those operating leases primarily between June 30, 2003 and March 31, 2005, which would considerably enhance the Company's liquidity. The payments delayed during this time period would be subsequently paid at various times throughout the remaining life of the amended leases. The effectiveness of the proposed operating lease amendments is contingent upon satisfaction of certain conditions, including entering into definitive amendments with each of these lessors and completion by September 30, 2003 of a restructuring of the Company's indebtedness. The Company refers to the report on Form 8-K which is available to the public at the SEC's website at http://www.sec.gov for more information. 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. -----END PRIVACY-ENHANCED MESSAGE-----