-----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, HbPd2mZPEhUZZxQgzGfFHMqAFCnAL06bJRo9kPwWBD7MhorzX6dwL0KdcMfW13eD 2+AQAnpGCB82HtfRt1PyvQ== 0000950134-98-006964.txt : 19980817 0000950134-98-006964.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950134-98-006964 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITTY HAWK INC CENTRAL INDEX KEY: 0000932110 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 752564006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25202 FILM NUMBER: 98688758 BUSINESS ADDRESS: STREET 1: P O BOX 612787 STREET 2: 1515 W 20TH ST CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 BUSINESS PHONE: 2144562220 MAIL ADDRESS: STREET 1: P O BOX 612787 CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1998 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-25202 KITTY HAWK, INC. (Exact name of registrant as specified in its charter) Delaware 75-2564006 (State of Incorporation) (I.R.S. Employer Identification No.) 1515 West 20th Street P.O. Box 612787 Dallas/Fort Worth International Airport, Texas 75261 (972) 456-2200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Number of shares outstanding of the registrant's common stock, $0.01 par value, as of August 12, 1998: 16,927,942. 2 KITTY HAWK, INC. AND SUBSIDIARIES
PAGE NUMBER PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets June 30, 1998 and December 31, 1997 ............................ 3 Condensed Consolidated Statements of Operations Three months ended June 30, 1998 and 1997, and Six months ended June 30, 1998 and 1997 ............................ 4 Condensed Consolidated Statement of Stockholders' Equity ........... 5 Six months ended June 30, 1998 Condensed Consolidated Statements of Cash Flows Six months ended June 30, 1998 and 1997 ........................ 6 Notes to Condensed Consolidated Financial Statements ............... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................ 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings .............................................. 22 Item 2. Changes in Securities .......................................... 22 Item 3. Defaults upon Senior Securities ................................ 22 Item 4. Submission of Matters to a Vote of Security Holders ............ 22 Item 5. Other Information .............................................. 22 Item 6. Reports on Form 8-K and Exhibits ............................... 22
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) KITTY HAWK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
JUNE 30, DECEMBER 31, 1998 1997 ------------ ------------ ASSETS Current assets Cash and cash equivalents ....................... $ 14,297,733 $ 17,906,714 Restricted cash and short-term investments ...... 15,966,412 58,629,084 Trade accounts receivable ....................... 70,875,820 122,190,906 Deferred income taxes ........................... 15,798,161 15,798,161 Inventory and aircraft supplies ................. 63,650,712 37,158,207 Prepaid expenses and other current assets ....... 28,188,478 25,596,064 ------------ ------------ Total current assets ........................ 208,777,316 277,279,136 ------------ ------------ Property and equipment, net .......................... 636,039,002 545,496,622 Other assets, net .................................... 15,392,636 13,970,168 ------------ ------------ Total assets ......................................... $860,208,954 $836,745,926 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable ................................ $ 48,732,106 $ 43,646,806 Accrued expenses ................................ 68,731,523 91,128,193 Accrued maintenance reserves .................... 19,339,730 19,138,292 Current maturities of long-term debt ............ 9,850,681 2,395,208 ------------ ------------ Total current liabilities ................... 146,654,040 156,308,499 ------------ ------------ Revolving Line of Credit ............................. 41,000,000 10,000,000 Long-term debt ....................................... 389,235,228 392,248,252 Deferred income taxes ................................ 99,153,075 99,153,075 Minority interest .................................... 4,173,004 4,162,689 Commitments and contingencies ........................ -- -- Stockholders' equity Preferred stock, $1 par value: Authorized shares .................................... -- -- -1,000,000; none issued Common stock, $.01 par value: Authorized shares -25,000,000; issued and outstanding -16,916,881 and 16,750,957, respectively ..... 169,169 167,510 Additional capital .............................. 133,006,113 130,522,885 Retained earnings ............................... 46,818,325 44,183,016 ------------ ------------ Total stockholders' equity .................. 179,993,607 174,873,411 ------------ ------------ Total liabilities and stockholders' equity ........... $860,208,954 $836,745,926 ============ ============
See accompanying notes. 3 4 KITTY HAWK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------------------- -------------------------------- 1998 1997 1998 1997 ------------- ------------- ------------- ------------- Revenues: Air freight carrier ....................... $ 131,762,680 $ 18,349,228 $ 255,588,067 $ 33,237,034 Air logistics ............................. 14,113,497 14,016,829 28,924,131 27,231,490 Maintenance and other ..................... 9,917,338 -- 18,635,115 -- ------------- ------------- ------------- ------------- Total revenues ........................ 155,793,515 32,366,057 303,147,313 60,468,524 Costs of revenues: Air freight carrier ....................... 109,259,237 11,970,913 220,522,080 22,843,865 Air logistics ............................. 12,808,410 12,944,248 25,195,240 24,818,999 Maintenance and other ..................... 6,811,331 -- 13,596,939 -- ------------- ------------- ------------- ------------- Total costs of revenues ............... 128,878,978 24,915,161 259,314,259 47,662,864 ------------- ------------- ------------- ------------- Gross profit ................................... 26,914,537 7,450,896 43,833,054 12,805,660 General and administrative expenses ............ 9,759,472 2,371,761 19,193,812 4,884,325 Non-qualified employee profit sharing expense .. 51,772 400,571 582,192 671,757 ------------- ------------- ------------- ------------- Operating income ............................... 17,103,293 4,678,564 24,057,050 7,249,578 Other income (expense): Interest expense .......................... (9,602,362) (568,057) (19,301,516) (1,049,382) Other, net ................................ 390,997 157,974 1,066,395 424,853 ------------- ------------- ------------- ------------- Income before minority interest and income taxes ....................................... 7,891,928 4,268,481 5,821,929 6,625,049 Minority interest .............................. (618,802) -- (1,430,315) -- ------------- ------------- ------------- ------------- Income before income taxes ..................... 7,273,126 4,268,481 4,391,614 6,625,049 Income tax expense ............................. 2,908,910 1,707,393 1,756,305 2,650,020 ------------- ------------- ------------- ------------- Net income ..................................... $ 4,364,216 $ 2,561,088 $ 2,635,309 $ 3,975,029 ============= ============= ============= ============= Basic and diluted earnings per share ........... $ 0.26 $ 0.25 $ 0.16 $ 0.38 ============= ============= ============= ============= Weighted average common shares outstanding ..... 16,775,123 10,451,807 16,767,150 10,451,807 ============= ============= ============= =============
See accompanying notes. 4 5 KITTY HAWK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)
NUMBER OF COMMON ADDITIONAL RETAINED SHARES STOCK CAPITAL EARNINGS TOTAL ------------ ------------ ------------ ------------ ------------ Balance at December 31, 1997 .................. 16,750,957 $ 167,510 $130,522,885 $ 44,183,016 $174,873,411 Shares issued in connection with the Employee Stock Purchase Plan ........... 9,084 91 122,728 -- 122,819 Shares issued in connection with the Omnibus Securities Plan ................ 6,840 68 112,000 -- 112,068 Shares issued in connection with the acquisition of Longhorn Solutions, Inc. 150,000 1,500 2,248,500 -- 2,250,000 Net income .................................... -- -- -- 2,635,309 2,635,309 ------------ ------------ ------------ ------------ ------------ Balance at June 30, 1998 ...................... 16,916,881 $ 169,169 $133,006,113 $ 46,818,325 $179,993,607 ============ ============ ============ ============ ============
See accompanying notes. 5 6 KITTY HAWK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
SIX MONTHS ENDED JUNE 30, -------------------------------- 1998 1997 ------------- ------------- Operating activities: Net income ..................................... $ 2,635,309 $ 3,975,029 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................ 23,571,622 4,459,773 Gain on sale of assets ....................... (713,496) -- Minority interest ............................ 1,430,315 -- Changes in operating assets and liabilities: Trade accounts receivable .................. 50,031,593 22,705,608 Inventory and aircraft supplies ............ (26,342,505) (1,644,485) Prepaid expenses and other current assets .. (11,864,643) 1,324,210 Accounts payable and accrued expenses ...... (17,668,283) (19,153,587) Accrued maintenance reserves ............... (103,274) 225,405 Other ...................................... 41,208 -- ------------- ------------- Net cash provided by operating activities ......... 21,017,846 11,891,953 Investing activities: Capital expenditures ........................... (109,378,464) (39,543,531) Redemption of short term investments ........... 46,506,738 -- Proceeds from sale of assets ................... 4,222,450 -- ------------- ------------- Net cash used in investing activities ............. (58,649,276) (39,543,531) Financing activities: Proceeds from issuance of long-term debt ....... 5,880,000 11,112,999 Repayments of long-term debt ................... (1,437,551) (1,829,681) Net borrowings on Revolving Credit Facility .... 31,000,000 -- Distributions to minority interest ............. (1,420,000) -- ------------- ------------- Net cash provided by financing activities ......... 34,022,449 9,283,318 ------------- ------------- Net decrease in cash and cash equivalents ......... (3,608,981) (18,368,260) Cash and cash equivalents at beginning of period .. 17,906,714 27,320,402 ------------- ------------- Cash and cash equivalents at end of period ........ $ 14,297,733 $ 8,952,142 ============= =============
See accompanying notes. 6 7 KITTY HAWK, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements, which should be read in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1997, are unaudited (except for the December 31, 1997 condensed consolidated balance sheet which was derived from the Company's audited consolidated balance sheet included in the aforementioned Form 10-K), but have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended June 30, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. 2. ACQUISITION OF THE KALITTA COMPANIES On November 19, 1997, the Company acquired by merger all of the outstanding common stock of American International Airways, Inc. ("AIA"), including a 60% interest in American International Cargo ("AIC"), Kalitta Flying Service, Inc. ("KFS"), Flight One Logistics, Inc. ("FOL"), O. K. Turbines, Inc. ("OKT") and American International Travel, Inc. ("AIT") (collectively, the "Kalitta Companies") in exchange for 4,099,150 shares of the Company's common stock (valued by an independent appraisal at approximately $60.3 million) and $20 million in cash. The transaction has been accounted for as a purchase. Concurrently with the consummation of the acquisition, the Company closed a 3,000,000 share common stock offering and a $340 million senior secured note offering. Of the 3,000,000 shares sold in the common stock offering, the Company sold 2,200,000 shares and certain stockholders of the Company (the "Selling Stockholders") sold 800,000 shares. Net proceeds to the Company from the common stock offering were approximately $38.3 million. The Company did not receive any of the net proceeds from the sale of shares by the Selling Stockholders. 3. ACQUISITION OF LONGHORN SOLUTIONS During June 1998, the Company acquired all the outstanding stock of Longhorn Solutions, Inc. ("LSI") in exchange for 150,000 shares of the Company's common stock. LSI has developed and markets an aircraft maintenance software package. 4. LEGAL PROCEEDINGS The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company's financial position and results of operations. 7 8 5. NEW ACCOUNTING PRONOUNCEMENTS In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") and Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"), both effective for years beginning after December 15, 1997. SFAS 130 establishes standards for reporting and displaying comprehensive income and its components in a full set of financial statements. During the three and six months periods ended June 30, 1998, the Company's comprehensive income was equal to net income. SFAS 131 establishes standards for the manner that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Management has not completed its review of SFAS 131 and, therefore, has not yet determined the impact, if any, this statement will have on the Company's financial reporting. 6. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
Three Months ended June 30, Six Months ended June 30, --------------------------- --------------------------- 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Numerator for basic and diluted earnings per share: $ 4,364,216 $ 2,561,088 $ 2,635,309 $ 3,975,029 =========== =========== =========== =========== Denominator: Denominator for basic earnings per share - weighted-average shares 16,775,123 10,451,807 16,767,150 10,451,807 Effect of dilutive employee stock options 6,659 -- 7,141 -- ----------- ----------- ----------- ----------- Denominator for diluted earnings per share - adjusted weighted-average shares 16,781,782 10,451,807 16,774,291 10,451,807 =========== =========== =========== =========== Basic earnings per share $ 0.26 $ 0.25 $ 0.16 $ 0.38 =========== =========== =========== =========== Diluted earnings per share $ 0.26 $ 0.25 $ 0.16 $ 0.38 =========== =========== =========== ===========
7. SUPPLEMENTAL GUARANTOR INFORMATION In November 1997, the Company sold $340 million of 9.95% Senior Secured Notes due 2004 (the "Notes"). Each of the Company's subsidiaries, with the exception of AIC, (collectively, the "Guarantors") have fully and unconditionally and jointly and severally guaranteed (the "Guarantees") on a senior basis, the full and prompt performance of the Company's obligations under the Notes. The Guarantees are limited to the largest amount that would not render such Guarantees subject to avoidance under any applicable federal or state fraudulent conveyance or similar law. The Guarantees rank senior in right of payment to any subordinated indebtedness and, except with respect to collateral, pari passu with all existing and future unsubordinated indebtedness of the Guarantors. Each of the Guarantors is a wholly-owned subsidiary of the Company. Supplemental financial information is presented as of June 30, 1998 and for the three months and six months ended June 30, 1998. The Company has not presented separate financial statements and other disclosures concerning the Guarantors because the Company's management has determined that such information is not material to investors. 8 9 Kitty Hawk, Inc. Notes to Condensed Consolidated Financial Statements - (Continued) Supplemental Combining Balance Sheets Condensed Financial Information June 30, 1998
ASSETS Kitty Hawk, The Company AIC Inc. excluding AIC (Non- (Parent) (Guarantors) Guarantor) Eliminations Total ------------- ------------- ------------- ------------- ------------- Cash and cash equivalents $ 13,008,299 $ (875,132) $ 2,164,566 $ -- $ 14,297,733 Restricted cash and short-term investments 10,308,623 5,657,789 -- -- 15,966,412 Trade accounts receivable -- 61,831,265 9,196,955 (152,400) 70,875,820 Deferred income taxes -- 15,798,161 -- -- 15,798,161 Inventory and aircraft supplies -- 63,650,712 -- -- 63,650,712 Prepaid expenses and other current assets 800,860 26,898,818 488,800 -- 28,188,478 ------------- ------------- ------------- ------------- ------------- Total current assets 24,117,782 172,961,613 11,850,321 (152,400) 208,777,316 Property and equipment, net -- 635,505,183 533,819 636,039,002 Intercompany receivable 372,177,912 5,159,714 -- (377,337,636) -- Investment in Guarantors 81,879,062 -- -- (81,879,062) -- Investment in AIC -- 6,259,506 -- (6,259,506) -- Other assets, net 14,793,523 599,113 -- -- 15,392,636 ------------- ------------- ------------- ------------- ------------- Total assets $ 492,968,279 $ 820,485,129 $ 12,384,140 $(465,628,594) $ 860,208,954 ============= ============= ============= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 82,900 $ 47,338,983 $ 1,462,623 $ (152,400) $ 48,732,106 Accrued expenses 5,464,775 62,777,741 489,007 -- 68,731,523 Intercompany payables 5,159,714 372,177,912 -- (377,337,626) -- Accrued maintenance reserves -- 19,339,730 -- 19,339,730 Current maturities of long-term debt -- 9,850,681 -- -- 9,850,681 ------------- ------------- ------------- ------------- ------------- Total current liabilities 10,707,389 511,485,047 1,951,630 (377,490,026) 146,654,040 Revolving Line of Credit 41,000,000 -- -- -- 41,000,000 Long-term debt 340,000,000 49,235,228 -- -- 392,235,228 Deferred income taxes -- 99,153,075 -- -- 99,153,075 ------------- ------------- ------------- ------------- ------------- Total liabilities 391,707,389 659,873,350 1,951,630 (377,490,026) 676,042,343 Minority interest in AIC -- -- 4,173,004 4,173,004 Stockholders' equity Preferred stock -- -- -- -- -- Common stock 169,169 -- -- -- 169,169 Additional capital 133,006,113 81,879,062 6,856,722 (88,735,784) 133,006,113 Retained earnings (31,914,392) 78,732,717 3,575,788 (3,575,788) 46,818,325 ------------- ------------- ------------- ------------- ------------- Total stockholders' equity 101,260,890 160,611,779 10,432,510 (92,311,572) 179,993,607 ------------- ------------- ------------- ------------- ------------- Total liabilities and stockholders' equity $ 492,968,279 $ 820,485,129 $ 12,384,140 $(465,628,594) $ 860,208,954 ============= ============= ============= ============= =============
9 10 Kitty Hawk, Inc. Notes to Consolidated Condensed Financial Statements - (Continued) Supplemental Combining Statements of Operations Condensed Financial Information For the three months ended June 30, 1998
Kitty Hawk, The Company AIC Inc. excluding AIC (Non- (Parent) (Guarantors) Guarantor) Eliminations Total ------------- ------------- ------------- ------------- ------------- Revenue Air freight carrier $ -- $ 123,340,071 $ 15,097,234 $ (6,674,625) $ 131,762,680 Air logistics -- 14,113,497 -- -- 14,113,497 Maintenance -- 9,917,338 -- -- 9,917,338 ------------- ------------- ------------- ------------- ------------- Total revenues -- 147,370,906 15,097,234 (6,674,625) 155,793,515 Costs of revenues Air freight carrier -- 102,751,147 13,182,715 (6,674,625) 109,259,237 Air logistics -- 12,808,410 -- -- 12,808,410 Maintenance -- 6,811,331 -- -- 6,811,331 ------------- ------------- ------------- ------------- ------------- Total costs of revenues -- 122,370,888 13,182,715 (6,674,625) 128,878,978 ------------- ------------- ------------- ------------- ------------- Gross profit -- 25,000,018 1,914,519 -- 26,914,537 General and administrative expenses (160,821) 9,544,241 376,052 -- 9,759,472 Non-qualified employee profit sharing expense 51,772 -- -- -- 51,772 ------------- ------------- ------------- ------------- ------------- Operating income 109,049 15,455,777 1,538,467 -- 17,103,293 Other income (expense): Interest expense (74,826) (9,527,536) -- -- (9,602,362) Other, net (10,113) 392,572 8,538 -- 390,997 ------------- ------------- ------------- ------------- ------------- Income before minority interest and income taxes 24,110 6,320,813 1,547,005 -- 7,891,928 Minority interest in AIC -- -- -- (618,802) (618,802) ------------- ------------- ------------- ------------- ------------- Income (loss) before income taxes 24,110 6,320,813 1,547,005 (618,802) 7,273,126 Income tax expense 9,644 2,899,266 -- -- 2,908,910 ------------- ------------- ------------- ------------- ------------- Net income (loss) $ 14,466 $ 3,421,547 $ 1,547,005 $ (618,802) $ 4,364,216 ============= ============= ============= ============= =============
10 11 Kitty Hawk, Inc. Notes to Consolidated Condensed Financial Statements - (Continued) Supplemental Combining Statements of Operations Condensed Financial Information For the six months ended June 30, 1998
Kitty Hawk, The Company AIC Inc. excluding AIC (Non- (Parent) (Guarantors) Guarantor) Eliminations Total ------------- ------------- ------------- ------------- ------------- Revenue Air freight carrier $ -- $ 239,885,920 $ 29,443,141 $ (13,740,994) $ 255,588,067 Air logistics -- 28,924,131 -- -- 28,924,131 Maintenance -- 18,635,115 -- -- 18,635,115 ------------- ------------- ------------- ------------- ------------- Total revenues -- 287,445,166 29,443,141 (13,740,994) 303,147,313 Costs of revenues Air freight carrier -- 209,114,219 25,148,855 (13,740,994) 220,522,080 Air logistics -- 25,195,240 -- -- 25,195,240 Maintenance -- 13,596,939 -- -- 13,596,939 ------------- ------------- ------------- ------------- ------------- Total costs of revenues -- 247,906,398 25,148,855 (13,740,994) 259,314,259 ------------- ------------- ------------- ------------- ------------- Gross profit -- 39,538,768 4,294,286 -- 43,833,054 General and administrative expenses (474,615) 18,902,933 765,494 -- 19,193,812 Non-qualified employee profit sharing expense 582,192 -- -- -- 582,192 ------------- ------------- ------------- ------------- ------------- Operating income (loss) (107,577) 20,635,835 3,528,792 -- 24,057,050 Other income (expense): Interest expense (233,534) (19,067,982) -- -- (19,301,516) Other, net 88,761 930,639 46,995 -- 1,066,395 ------------- ------------- ------------- ------------- ------------- Income (loss) before minority interest and income taxes (252,350) 2,498,492 3,575,787 -- 5,821,929 Minority interest in AIC -- -- -- (1,430,315) (1,430,315) ------------- ------------- ------------- ------------- ------------- Income (loss) before income taxes (252,350) 2,498,492 3,575,787 (1,430,315) 4,391,614 Income tax benefit (100,940) 1,857,245 -- -- 1,756,305 ------------- ------------- ------------- ------------- ------------- Net income (loss) $ (151,410) $ 641,247 $ 3,575,787 $ (1,430,315) $ 2,635,309 ============= ============= ============= ============= =============
11 12 Kitty Hawk, Inc. Notes to Consolidated Condensed Financial Statements - (Continued) Supplemental Combining Statement of Cash Flows Condensed Financial Information For the six months ended June 30, 1998
Kitty Hawk, The Company AIC Inc. excluding AIC (Non- (Parent) (Guarantors) Guarantor) Eliminations Total ------------- ------------- ------------- ------------- ------------- Cash provided by (used in) operating activities $ (70,303,128) $ 85,416,094 $ 4,474,565 $ 1,430,315 $ 21,017,846 Investing Activities: Capital expenditures -- (109,336,336) (42,128) -- (109,378,464) Redemption of short term investments 45,691,377 815,361 -- -- 46,506,738 Investment in AIC -- 3,560,315 -- (3,560,315) -- Proceeds from sale of assets -- 4,222,450 -- -- 4,222,450 ------------- ------------- ------------- ------------- ------------- Net cash provided by (used in) investing activities 45,691,377 (100,738,210) (42,128) (3,560,315) (58,649,276) Financing Activities Repayments of debt -- (1,437,551) -- -- (1,437,551) Net borrowings 31,000,000 5,880,000 -- -- 36,880,000 Net partner withdrawals -- -- (3,550,000) 3,550,000 -- Distributions to minority interest -- -- -- (1,420,000) (1,420,000) ------------- ------------- ------------- ------------- ------------- Net cash provided by (used by) investing activities 31,000,000 4,442,449 (3,550,000) 2,130,000 34,022,449 ------------- ------------- ------------- ------------- ------------- Increase (decrease) in cash 6,388,249 (10,879,667) 882,437 -- (3,608,981) Cash and cash equivalents, beginning of period 6,620,050 10,004,535 1,282,129 -- 17,906,714 ------------- ------------- ------------- ------------- ------------- Cash and cash equivalents, end of period $ 13,008,299 $ (875,132) $ 2,164,566 $ -- $ 14,297,733 ============= ============= ============= ============= =============
12 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Acquisition of the Kalitta Companies. On November 19, 1997, the Company acquired all of the outstanding common stock of American International Airways, Inc., including a 60% interest in American International Cargo ("AIC"), Kalitta Flying Service, Inc., Flight One Logistics, Inc., O. K. Turbines, Inc. and American International Travel, Inc. (collectively, the "Kalitta Companies"). The results of operations for the three months and six months ended June 30, 1998 include the results of operations of the Kalitta Companies. The pro forma results of operations for the three months and six months ended June 30, 1997 include the results of the Kalitta Companies as if they had been acquired as of January 1, 1997. The historical results of operations for the three months and six months ended June 30, 1997 do not include the results of operations of the Kalitta Companies. Revenues. The Company's revenues are derived from three related businesses: (i) air freight carrier, (ii) air logistics and (iii) maintenance. Air freight carrier revenues are derived substantially from aircraft, crew, maintenance, and insurance ("ACMI") contracts and on-demand charters flown with the Company's aircraft. In addition, revenues from the Company's scheduled overnight freight service and passenger charter services are also included in air freight carrier revenues. Air logistics revenues are derived substantially from on-demand air freight charters arranged by the Company for its customers utilizing the flight services of third party air freight carriers. With respect to on-demand charters that are arranged by the Company and flown with its aircraft, charges to the customer for air transportation are accounted for as air freight carrier revenues and charges for ground handling and transportation are accounted for as air logistics revenues. Maintenance revenues are generated through maintenance performed on engines, airframes and other accessories owned by third parties. The principal factors that have contributed to revenue growth over the past several years have been (i) increases in the Company's fleet through purchases of aircraft and the acquisition of the Kalitta Companies in November 1997, (ii) the general U.S. economic expansion and (iii) increased global demand for time sensitive air freight services. Costs of Revenues. The principal components of the costs of revenues attributable to the air freight carrier business consist of the costs for the maintenance and operation of aircraft, including the salaries of pilots and maintenance personnel, charges for fuel, insurance and maintenance and depreciation of engines and airframes. Generally, charges for fuel are only applicable for the on-demand charters flown by the air freight carrier because fuel for ACMI contract charters is generally provided by the customer or billed to the customer on a direct pass-through basis, although the Company bears the cost of fuel in its scheduled freight operations. The principal components of the costs of revenues attributable to air logistics consist of sub-charter costs paid to third party air freight carriers and costs paid for ground handling and transportation. With respect to on-demand charters that are flown on the Company's aircraft, all related air transportation expenses are allocated to the air freight carrier business and all related cargo ground handling and transportation expenses are allocated to the air logistics business. The principal components of the costs of revenues for maintenance consist of maintenance personnel salaries and aircraft and engine parts and supplies. The Company's gross margins have been substantially higher in its air freight carrier business (which uses Company aircraft) than in its air logistics business (which principally uses third party aircraft). In addition, the air freight carrier business historically has provided a more predictable revenue base. Accordingly, the Company is continuing to shift its aircraft from on-demand service to ACMI contracts. Pro Forma Results of Operations. The following sets forth the unaudited pro forma consolidated statement of operations for the three months and six months ended June 30, 1997, giving effect to (i) the November 1997 acquisition of the Kalitta Companies, (ii) the issuance of the Company's 9.95% Senior Secured Notes due 2004 (the "Notes"), (iii) the incurrence of a $45.9 million term loan and (iv) the September 1997 acquisition of 16 Boeing 727s from the Kalitta Companies, each as if they occurred on January 1, 1997. This information is presented for 13 14 illustrative purposes only and does not purport to present the results of operations of the Company had these transactions occurred on the dates indicated, nor are they necessarily indicative of the consolidated results of operations which may be expected to occur in the future. No pro forma adjustments have been applied to reflect (i) revenues or operating costs expected to be generated from two Boeing 747s purchased in February 1998 and currently being modified with approximately $56 million of the net proceeds from the sale of the Notes or (ii) operating efficiencies or cost savings (other than approximately $1.5 million of insurance savings) resulting from the acquisition of the Kalitta Companies. In addition, pro forma results have not been adjusted to eliminate (i) abnormally high engine maintenance expenses previously incurred in response to certain Federal Aviation Administration ("FAA") Airworthiness Directives ("Directives"), (ii) costs previously incurred to add and maintain flight crews in anticipation of increased air freight carrier business which had not yet materialized in part due to delays in acquiring aircraft and (iii) start-up costs previously incurred to establish the Company's wide-body passenger charter business.
THREE MONTHS ENDED SIX MONTHS ENDED ------------------ ---------------- JUNE 30, 1997 JUNE 30, 1997 ------------- ------------- PRO FORMA PRO FORMA Revenues: Air freight carrier ....................... $ 113,579,054 $ 214,000,207 Air logistics ............................. 14,016,829 27,231,490 Maintenance and other ..................... 8,078,460 14,489,259 ------------- ------------- Total revenues ........................ 135,674,343 255,720,956 Costs of revenues: Air freight carrier ....................... 95,711,052 201,621,568 Air logistics ............................. 12,944,248 24,818,999 Maintenance and other ..................... 5,687,236 10,200,438 ------------- ------------- Total costs of revenues ............... 114,342,536 236,641,005 ------------- ------------- Gross profit ................................... 21,331,807 19,079,951 General and administrative expenses ............ 8,457,694 16,852,432 Non-qualified employee profit sharing expense .. 400,571 671,757 ------------- ------------- Operating income ............................... 12,473,542 1,555,762 Other income (expense): Interest expense .......................... (9,992,795) (20,139,875) Other, net ................................ 123,112 1,915,658 ------------- ------------- Income (loss) before minority interest and income taxes ................................ 2,603,859 (16,668,455) Minority interest .............................. (554,585) (892,524) ------------- ------------- Income (loss) before income taxes .............. 2,049,274 (17,560,979) Income tax expense (benefit) ................... 819,710 (6,640,257) ------------- ------------- Net income (loss) .............................. $ 1,229,564 $ (10,920,722) ============= ============= Basic and diluted income (loss) per share ...... $ 0.07 $ (0.65) ============= ============= Weighted average common shares outstanding ..... 16,750,957 16,750,957 ============= =============
14 15 RESULTS OF OPERATIONS The following table sets forth, on a comparative basis for the periods indicated, the components of the Company's gross profit (in thousands) and the gross profit margin by revenue type:
THREE MONTHS ENDED JUNE 30, ------------------------------------------------------------ 1998 PRO FORMA 1997 HISTORICAL 1997 ------------------ ------------------- ------------------ Air freight carrier: Revenues ........... $131,763 100.0% $113,579 100.0% $ 18,349 100.0% Costs of revenues .. 109,259 82.9 95,711 84.3 11,971 65.2 -------- -------- -------- -------- -------- -------- Gross profit ....... $ 22,504 17.1% $ 17,868 15.7% $ 6,378 34.8% ======== ======== ======== ======== ======== ======== Air logistics: Revenues ........... $ 14,113 100.0% $ 14,017 100.0% $ 14,017 100.0% Costs of revenues .. 12,808 90.8 12,944 92.3 12,944 92.3 -------- -------- -------- -------- -------- -------- Gross profit ....... $ 1,305 9.2% $ 1,073 7.7% $ 1,073 7.7% ======== ======== ======== ======== ======== ======== Maintenance and other: Revenues ........... $ 9,917 100.0% $ 8,078 100.0% -- -- Costs of revenues .. 6,811 68.7 5,687 70.0 -- -- -------- -------- -------- -------- -------- -------- Gross profit ....... $ 3,106 31.3% $ 2,391 30.0% -- -- ======== ======== ======== ======== ======== ========
SIX MONTHS ENDED JUNE 30, ------------------------------------------------------------------ 1998 PRO FORMA 1997 HISTORICAL 1997 -------------------- -------------------- -------------------- Air freight carrier: Revenues ........... $ 255,588 100.0% $ 214,000 100.0% $ 33,237 100.0% Costs of revenues .. 220,522 86.3 201,622 94.2 22,844 68.7 --------- --------- --------- --------- --------- --------- Gross profit ....... $ 35,066 13.7% $ 12,378 5.8% $ 10,393 31.3% ========= ========= ========= ========= ========= ========= Air logistics: Revenues ........... $ 28,924 100.0% $ 27,232 100.0% $ 27,231 100.0% Costs of revenues .. 25,195 87.1 24,819 91.1 24,819 91.1 --------- --------- --------- --------- --------- --------- Gross profit ....... $ 3,729 12.9% $ 2,413 8.9% $ 2,412 8.9% ========= ========= ========= ========= ========= ========= Maintenance and other: Revenues ........... $ 18,635 100.0% $ 14,489 100.0% -- -- Costs of revenues .. 13,597 73.0 10,200 70.4 -- -- --------- --------- --------- --------- --------- --------- Gross profit ....... $ 5,038 27.0% $ 4,289 29.6% -- -- ========= ========= ========= ========= ========= =========
The following table presents, for the periods indicated, condensed consolidated statement of operations data expressed as a percentage of total revenues:
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, -------------------------------- -------------------------------- PRO FORMA HISTORICAL PRO FORMA HISTORICAL -------- -------- -------- -------- -------- -------- 1998 1997 1998 1997 1997 1997 -------- -------- -------- -------- -------- -------- Revenues: Air freight carrier ............. 84.6% 83.7% 56.7% 84.3% 83.7% 55.0% Air logistics ................... 9.1 10.3 43.3 9.5 10.6 45.0 Maintenance and other ........... 6.3 6.0 -- 6.2 5.7 -- -------- -------- -------- -------- -------- -------- Total revenues .............. 100.0 100.0 100.0 100.0 100.0 100.0 Total costs of revenues .............. 82.7 84.3 77.0 85.5 92.5 78.8 -------- -------- -------- -------- -------- -------- Gross profit ......................... 17.3 15.7 23.0 14.5 7.5 21.2 General and administrative expenses .. 6.3 6.2 7.3 6.3 6.6 8.1 Non-qualified employee profit sharing expense ............ -- 0.3 1.2 0.2 0.3 1.1 -------- -------- -------- -------- -------- -------- Operating income ..................... 11.0 9.2 14.5 8.0 0.6 12.0 Interest expense ..................... (6.2) (7.4) (1.8) (6.4) (7.9) (1.7) Other income ......................... 0.3 0.1 0.5 0.4 0.8 0.7 -------- -------- -------- -------- -------- -------- Income (loss) before minority interest and income taxes .......... 5.1 1.9 13.2 2.0 (6.5) 11.0 Minority interest .................... (0.4) (0.4) -- (0.5) (0.4) -- -------- -------- -------- -------- -------- -------- Income (loss) before income taxes .... 4.7 1.5 13.2 1.5 (6.9) 11.0 Income taxes expense (benefit) ....... 1.9 0.6 5.3 0.6 (2.6) 4.4 -------- -------- -------- -------- -------- -------- Net income (loss) .................... 2.8% 0.9% 7.9% 0.9% (4.3)% 6.6% ======== ======== ======== ======== ======== ========
15 16 Due to the impact the acquisition of the Kalitta Companies and related transactions have had on the financial statements and results of operations of the Company, management has determined that the historical results of operations for the quarter and six months ended June 30, 1997 lack meaningful comparibility to the results of operations for the quarter and six months ended June 30, 1998. As a result, the Company has provided a comparison of the pro forma quarter and six months ended June 30, 1997 to the quarter and six months ended June 30, 1998, which the Company believes provides the most relevant and useful information to investors. Other than the information provided above, no further comparison of the historical results of operations for the quarter and six months ended June 30, 1997 to the quarter and six months ended June 30, 1998 is provided herein. QUARTER ENDED JUNE 30, 1998 COMPARED TO PRO FORMA QUARTER ENDED JUNE 30, 1997 Revenues - Air Freight Carrier. Air freight carrier revenues increased $18.2 million, or 16%, to $131.8 million in the quarter ended June 30, 1998, from $113.6 million in the pro forma quarter ended June 30, 1997. This increase was primarily attributable to an increase in the jet aircraft fleet from 65 aircraft at June 30, 1997 to 72 aircraft at June 30, 1998 which permitted an increase in ACMI contract charters. Air freight carrier on-demand charters, ACMI contract charters and scheduled operations revenues were $15 million, $75.6 million and $40.5 million, or 11.4%, 57.4% and 30.7%, respectively, of total air freight carrier revenues for the quarter ended June 30, 1998, as compared to $21.8 million, $50.7 million and $40.5 million, or 19.2%, 44.6% and 35.6%, respectively, for the pro forma quarter ended June 30, 1997. Revenues from on-demand charters flown by Company aircraft for the quarter ended June 30, 1998 decreased 31.4% from the pro forma prior year period due to aircraft being shifted from on-demand to ACMI contract charter service, consistent with the Company's strategy of using more of its fleet in ACMI business which produces relatively stable revenues. Revenue from the Company's scheduled operations remained flat for the quarter ended June 30, 1998 as compared to the pro forma quarter ended June 30, 1997. The Company has also implemented selective price increases for its ACMI contract charters. Revenues - Air Logistics. Air logistics revenues remained flat at $14 million for the quarter ended June 30, 1998 and the pro forma quarter ended June 30, 1997 despite the strike at certain General Motors facilities. The number of trips managed increased slightly from 3,449 in the pro forma quarter ended June 30, 1997 to 3,743 for the period ended June 30, 1998. Prices for the Company's air logistics services remained relatively constant. Revenues - Maintenance and Other. Maintenance and other revenues increased $1.8 million, or 22.8%, to $9.9 million in the quarter ended June 30, 1998, from $8.1 million in the pro forma quarter ended June 30, 1997. This increase was primarily due to increased third party engine maintenance revenue and to additional revenues from heavy maintenance performed for a third party. Costs of Revenues - Air Freight Carrier. Air freight carrier costs of revenues increased $13.5 million, or 14.2%, to $109.3 million in the quarter ended June 30, 1998, from $95.7 million in the pro forma quarter ended June 30, 1997. This increase was primarily due to increased fleet size and operating additional ACMI contract charters. The gross profit margin from the air freight carrier increased to 17.1% in the quarter ended June 30, 1998, from a gross margin of 15.7% in the pro forma quarter ended June 30, 1997. This increase in gross margin was a result of (i) lower maintenance expenses during the period ended June 30, 1998 as compared to the pro forma quarter ended June 30, 1997 when higher component repairs were required by several engine-related Directives and (ii) lower average fuel prices applicable to on-demand and scheduled freight service in the quarter ended June 30, 1998 as compared to the quarter ended June 30, 1997. Costs of Revenues - Air Logistics. Air logistics costs of revenues decreased $0.1 million, or 1.0%, to $12.8 million in the quarter ended June 30, 1998, from $12.9 million in the pro forma quarter ended June 30, 1997. The gross profit margin from air logistics increased to 9.2% in the quarter ended June 30, 1998 from 7.7% in the pro forma quarter ended June 30, 1997. The increase in gross margin is a result of directing a larger percentage of on-demand charters to the Company's aircraft (including aircraft acquired from the Kalitta Companies) rather than to third party aircraft, which results in a higher gross margin to the Company. Costs of Revenues - Maintenance and Other. Maintenance and other costs of revenues increased $1.1 million, or 19.8%, to $6.8 million in the quarter ended June 30, 1998, from $5.7 million in the pro forma quarter ended June 30, 1997, reflecting an increase in third party maintenance revenues. The gross profit margin from maintenance increased to 31.3% in the quarter ended June 30, 1998 from 30% in the pro forma quarter ended June 30, 1997 as a result of greater cost efficiencies from third party maintenance. 16 17 General and Administrative Expenses. General and administrative expenses increased $1.3 million, or 15.4%, to $9.8 million in the quarter ended June 30, 1998, from $8.5 million in the pro forma quarter ended June 30, 1997. This increase was primarily due to an increase in support functions and administrative costs associated with the growth in the aircraft fleet and the increased volume of business of the air freight carrier in the quarter ended June 30, 1998. As a percentage of total revenues, general and administrative expenses remained flat at approximately 6.3% in the quarter ended June 30, 1998, as compared to the pro forma quarter ended June 30, 1997. Operating Income. As a result of the above, operating income increased $4.6 million to $17.1 million in the quarter ended June 30, 1998, from $12.5 million in the pro forma quarter ended June 30, 1997. Operating income margin increased to 11% in the quarter ended June 30, 1998, from 9.2% in the pro forma quarter ended June 30, 1997. Income Taxes. Income tax expense as a percentage of income before income taxes remained at 40% for the quarter ended June 30, 1998, as compared to the pro forma prior year period. Net Income. As a result of the above, the Company's net income increased to $4.4 million in the quarter ended June 30, 1998, compared to $1.2 million in the pro forma quarter ended June 30, 1997. Net income as a percentage of total revenues increased to 2.8% in the quarter ended June 30, 1998, from 0.9% in the pro forma prior year period. SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO PRO FORMA SIX MONTHS ENDED JUNE 30, 1997 Revenues - Air Freight Carrier. Air freight carrier revenues increased $41.6 million, or 19.4%, to $255.6 million in the six months ended June 30, 1998, from $214 million in the pro forma six months ended June 30, 1997. This increase was primarily attributable to an increase in the jet aircraft fleet from 65 aircraft at June 30, 1997 to 72 aircraft at June 30, 1998 which permitted an increase in ACMI contract charters. Air freight carrier on-demand charters, ACMI contract charters and scheduled operations revenues were $29.7 million, $148 million and $76.7 million, or 11.6%, 57.9% and 30%, respectively, of total air freight carrier revenues for the six months ended June 30, 1998, as compared to $39.1 million, $96.5 million and $76.8 million, or 18.2%, 45.1% and 35.9%, respectively, for the pro forma six months ended June 30, 1997. Revenues from on-demand charters flown by Company aircraft for the six months ended June 30, 1998 decreased 23.9% from the pro forma prior year period due to aircraft being shifted from on-demand to ACMI contract charter service, consistent with the Company's strategy of using more of its fleet in ACMI business which produces relatively stable revenues. Revenue from the Company's scheduled operations remained flat for the six months ended June 30, 1998 as compared to the pro forma six months ended June 30, 1997. The Company has also implemented selective price increases for its ACMI contract charters and scheduled operations. Revenues - Air Logistics. Air logistics revenues increased $1.7 million, or 6.2%, to $28.9 million in the six months ended June 30, 1998, from $27.2 million in the pro forma six months ended June 30, 1997 despite the strike at certain General Motors facilities. This increase was primarily due to increased demand for charters that require large aircraft, which generate greater revenues. The number of trips managed increased slightly from 6,640 in the pro forma six months ended June 30, 1997 to 6,962 for the period ended June 30, 1998. Prices for the Company's air logistics services remained relatively constant. Revenues - Maintenance and Other. Maintenance and other revenues increased $4.1 million, or 28.9%, to $18.6 million in the six months ended June 30, 1998, from $14.5 million in the pro forma six months ended June 30, 1997. This increase was primarily due to increased third party engine maintenance revenue and to additional revenues from heavy maintenance performed for a third party. Costs of Revenues - Air Freight Carrier. Air freight carrier costs of revenues increased $18.9 million, or 9.4%, to $220.5 million in the six months ended June 30, 1998, from $201.6 million in the pro forma six months ended 17 18 June 30, 1997. This increase was primarily due to increased fleet size and operating additional ACMI contract charters. The gross profit margin from the air freight carrier increased to 13.7% in the six months ended June 30, 1998, from a gross margin of 5.8% in the pro forma six months ended June 30, 1997. This increase in gross margin was a result of (i) lower maintenance expenses during the six month period ended June 30, 1998 as compared to the pro forma six months ended June 30, 1997 when higher component repairs were required by several engine-related Directives and (ii) lower average fuel prices applicable to on-demand and scheduled freight service in the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Costs of Revenues - Air Logistics. Air logistics costs of revenues increased $0.4 million, or 1.5%, to $25.2 million in the six months ended June 30, 1998, from $24.8 million in the pro forma six months ended June 30, 1997, reflecting an increased volume of business. The gross profit margin from air logistics increased to 12.9% in the six months ended June 30, 1998 from 8.9% in the pro forma six months ended June 30, 1997. The increase in gross margin is a result of directing a larger percentage of on-demand charters to the Company's aircraft (including aircraft acquired from the Kalitta Companies) rather than to third party aircraft, which results in a higher gross margin to the Company. Costs of Revenues - Maintenance and Other. Maintenance and other costs of revenues increased $3.4 million, or 33.3%, to $13.6 million in the six months ended June 30, 1998, from $10.2 million in the pro forma six months ended June 30, 1997, reflecting an increase in third party maintenance. The gross profit margin from maintenance decreased to 27% in the six months ended June 30, 1998 from 29.6% in the pro forma six months ended June 30, 1997. The decrease in gross margin is a result of higher costs incurred, which the Company was unable to pass on to customers based on negotiated pricing. General and Administrative Expenses. General and administrative expenses increased $2.3 million, or 13.9%, to $19.2 million in the six months ended June 30, 1998, from $16.9 million in the pro forma six months ended June 30, 1997. This increase was primarily due to an increase in support functions and administrative costs associated with the growth in the aircraft fleet and the increased volume of business of the air freight carrier in the six months ended June 30, 1998. As a percentage of total revenues, general and administrative expenses decreased to 6.3% in the six months ended June 30, 1998, as compared to 6.6% for the pro forma six months ended June 30, 1997. Operating Income. As a result of the above, operating income increased $22.5 million to $24.1 million in the six months ended June 30, 1998, from $1.6 million in the pro forma six months ended June 30, 1997. Operating income margin increased to 8% in the six months ended June 30, 1998, from 0.6% in the pro forma six months ended June 30, 1997. Income Taxes. Income tax expense as a percentage of income before income taxes increased to 40% for the six months ended June 30, 1998, as compared to an income tax benefit of 37.8% for the pro forma prior year period. The increase was primarily due to the pro forma results not reflecting the full tax benefit of the net operating loss carryforwards of the Kalitta Companies due to the uncertainty of the Kalitta Companies' future ability to realize such net operating loss carry forwards prior to the Company's acquisition of the Kalitta Companies. Net Income. As a result of the above, the Company's reported net income increased to $2.6 million in the six months ended June 30, 1998, as compared to a net loss of $10.9 million in the pro forma six months ended June 30, 1997. Net income as a percentage of total revenues increased to 0.9% in the six months ended June 30, 1998, from a loss margin of 4.3% in the pro forma prior year period. LIQUIDITY AND CAPITAL RESOURCES The Company's capital requirements are primarily for the acquisition and modification of aircraft, working capital and the expansion and improvement of maintenance and support facilities. In addition, the Company has, and will continue to have, capital requirements for the requisite periodic and major overhaul maintenance checks for its fleet and for debt service. The Company also has seasonal working capital needs, because it generates higher revenue and cash flow in the fourth calendar quarter and lower revenue and cash flow in the first calendar quarter. 18 19 The Company's cash requirements for maintenance and working capital (particularly its seasonal requirements) have increased substantially due to the acquisition of the Kalitta Companies. Funding requirements have historically been met through internally generated funds, bank borrowings and aircraft sales and from public and private offerings of equity and debt securities. From time to time, the Company has entered into sale/leaseback transactions to acquire aircraft and may do so in the future. In connection with the acquisition of the Kalitta Companies, the Company sold 2,200,000 shares of Common Stock resulting in net proceeds to the Company of approximately $38.3 million. In addition, the Company issued the Notes, resulting in net proceeds to the Company of approximately $329.1 million. Of the approximately $367.4 million of net proceeds, the Company used approximately $249.8 million to pay off substantially all of the Kalitta Companies' pre-acquisition indebtedness, $33 million to refinance Kitty Hawk's indebtedness, $39.6 million to acquire two Boeing 747s, $20 million to pay the cash portion of the consideration for the Kalitta Companies, $16.4 million to fund a portion of the costs to modify two Boeing 747s from passenger to cargo configuration, $6 million for working capital purposes and $2.6 million to pay expenses incurred in connection with the acquisition, a new credit facility and a new term loan. The Notes provide for semi-annual interest payments of approximately $16.9 million on each May 15 and November 15 and mature in November 2004. The Notes are secured by a fleet of 30 aircraft, including nine Boeing 747s, eight Lockheed L-1011s and 13 Boeing 727s. The Notes are guaranteed by all of the Company's subsidiaries, other than AIC. The Company has a $45.9 million outstanding Term Loan. The Term Loan is due in quarterly installments of $2.25 million commencing in March 1999, with the balance of $12.15 million due upon maturity in September 2002. Interest on the Term Loan accrues at LIBOR plus 3% or a Base Rate plus 1.5%, subject to reduction. The Base Rate is the higher of the Prime Rate of Wells Fargo Bank, N.A. ("WFB") or the Federal Funds Rate plus .5%. As of June 30, 1998, the interest rate was 7.95%. The Term Loan is secured by accounts receivable, all spare parts (including rotables), inventory, intangibles and contract rights, cash, 16 Boeing 727s and related engines, the stock of each of the Company's subsidiaries and the Company's 60% interest in AIC. The Term Loan is guaranteed by all of the Company's subsidiaries, other than AIC. In addition, to fund ongoing capital requirements, including possible acquisitions, the Company has entered into a Credit Facility with WFB, individually and as agent for various lenders. The Credit Facility provides the Company with up to $100 million in revolving loans (subject to a current borrowing base limitation of approximately $61.2 million) and is secured by the same collateral as the Term Loan. The Credit Facility initially bears interest at LIBOR plus 2.75% or a Base Rate plus 1.25%, subject to adjustment. The Base Rate is the higher of WFB's Prime Rate or the Federal Funds Rate plus .5%. Borrowings under the Credit Facility are subject to borrowing base limitations based on eligible inventory and accounts receivable. The Credit Facility matures in November 2002. As of June 30, 1998, the Company had a balance of $41 million outstanding under the Credit Facility bearing interest at 9.25% and available borrowings under the Credit Facility of approximately $19 million. Borrowings under the Credit Facility and Term Loan are subject to certain financial covenants. Capital expenditures were $109.4 million and $39.5 million for the six months ended June 30, 1998 and 1997, respectively. Capital expenditures for the six months ended June 30, 1998 were primarily for (i) the purchase of two Boeing 747s, (ii) cargo modifications to two Boeing 747s and one Boeing 727, (iii) heavy maintenance checks on three Boeing 727s, (iv) noise abatement modifications for seven Boeing 727s, (v) purchase of 3 JT8D engines, three JT9D engines, one JT3D engine and five GE CJ 610-6 engines, (vi) engine overhauls, (vii) improvements to new office space at Dallas/Fort Worth International Airport and (viii) purchase of rotable aircraft parts. Capital expenditures for the six months ended June 30, 1997 were primarily for the purchase of (i) two Boeing 727 aircraft, (ii) cargo and noise abatement modifications for two Boeing 727 aircraft and one DC9-15F aircraft, (iii) six reconditioned JT8D jet engines, (iv) leasehold improvements to Boeing 727-200 aircraft, (v) the lease of the Company's 40,000 square foot headquarters facility, (vi) major maintenance checks, (vii) ground service equipment, and (viii) the overhaul of two JT8D-7 engines. During the remainder of 1998, the Company estimates that capital expenditures will aggregate approximately 19 20 $46.1 million and that it will make substantial capital expenditures thereafter. The Company has acquired two Boeing 747s for approximately $39.6 million (net of deposits) and began modifying these aircraft to cargo configuration and having other work performed at an aggregate cost of approximately $33.8 million, of which $8.3 million has been spent as of June 30, 1998. The acquisition of the Boeing 747s was funded with approximately $39.6 million of the net proceeds from the Company's November 1997 Note offering. The cargo conversion will be funded with approximately $16.4 million of the net proceeds from the Note offering and approximately $17.4 million of internally generated funds or borrowings under the Credit Facility. Additionally, during July the Company had completed the conversion of one Boeing 747 aircraft and one Boeing 727 aircraft from passenger to freighter configuration at costs of approximately $14.8 and $3.7 million, respectively, including noise abatement modifications for the Boeing 727. During the remainder of 1998, the Company anticipates capital expenditures of approximately $8 million for noise abatement modifications to one Douglas DC-9 and four Boeing 727 aircraft currently owned. To bring the remainder of the Company's existing fleet of owned and leased aircraft into Stage III noise control compliance by the year 2000, the Company estimates that total capital expenditures between $60 million and $70 million would be required. The entire fleet must be Stage III compliant by the year 2000. In the event more aircraft are acquired, anticipated capital expenditures for noise abatement modifications could materially increase. These estimates include 13 Douglas DC-8 aircraft which the Company does not expect to modify because the anticipated cost of approximately $3.5 million per aircraft (not including aircraft downtime) exceeds the economic benefits of such modifications. The Company expects to replace up to 13 Douglas DC-8-50 and DC-8-60 series aircraft in 1999 with Boeing 727 freighters it intends to acquire through operating leases which fund the costs of freighter conversions, transition maintenance and noise abatement modifications. The Company is currently negotiating such a program and believes sufficient and satisfactory aircraft are or will be available for such a program. Three Boeing 727 aircraft acquired through leases and recently placed in service will operate under in place, assigned contracts until early 1999 and then become available to satisfy the Douglas DC-8 replacement requirements. Service Bulletins and Directives issued under the FAA's "Aging Aircraft" program or issued on an ad hoc basis cause certain of the Company's aircraft to be subject to extensive aircraft examinations and require certain of the Company's aircraft to undergo structural inspections and modifications to address problems of corrosion and structural fatigue among other things, at specified times. The Company operates a fleet of 29 Boeing 727s, all of which were previously converted from passenger configuration to cargo configuration by the installation of a large cargo door and numerous interior modifications related to the installation of cargo container handling systems. The FAA has issued a proposed Directive, which if adopted, would limit the cargo capacity of 28 of these Boeing 727s until certain modifications are made. The costs to make such modifications and the amount of revenue that could be lost cannot currently be estimated. However, the Company believes this Directive will not have a material adverse effect of the Company. It is possible that additional Service Bulletins or Directives applicable to the Company's fleet could be issued in the future. The cost of compliance with such Directives and Service Bulletins cannot currently be estimated, but could be substantial. In late July 1998, the FAA approved the cargo conversion of a Boeing 747-200 aircraft (the "Modified Aircraft") that American International Airways, Inc. ("AIA") purchased from Middle East Airlines ("MEA") in September 1997 and modified to cargo configuration at AIA's Oscoda, Michigan maintenance facility. The FAA, however, limited the maximum payload of the Modified Aircraft to 200,000 pounds rather than the 240,000-pound maximum payload that the Company anticipated because the FAA determined that the wingbox structure of the Modified Aircraft required changes that were not included in the Supplemental Type Certificate used by AIA in the conversion process. The payload limit may decrease the hourly revenue rate for the Modified Aircraft by as much as 6% from the amount previously anticipated by the Company. The FAA also has recently asked whether the Company would voluntarily reduce the maximum payload of two other Boeing 747-200s that AIA earlier converted, which appear to have a similar issue. Former management of AIA did not disclose the wingbox issue to the Company's current management, who did not know of the issue until the FAA raised it. The Company is now evaluating the feasibility of further modifying all three aircraft, but is not yet able to predict the cost and time required for further modification. Two additional Boeing 747-200 aircraft purchased by the Company from MEA in 1998 are being converted to cargo configuration by The Boeing Company and are expected to be approved to operate at maximum payload capacity later this year. The Company believes that available funds, bank borrowings and cash flows expected to be generated by operations will be sufficient to meet its anticipated cash needs for working capital, debt service and capital expenditures for at least the next 12 months. Thereafter, if cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may sell additional equity or debt securities or obtain additional credit facilities. However, there can be no assurance that the Company will be able to sell any additional equity or debt securities or obtain additional credit facilities. Notwithstanding the foregoing, the Company may sell additional equity or debt securities or obtain additional credit facilities at any time. YEAR 2000 The Company believes that its computer systems are generally year 2000 compliant. The Company does not yet know whether the computer systems of the FAA or its customers, suppliers, vendors and air logistics service providers are generally year 2000 compliant. The Company has begun discussions with its significant suppliers, customers and financial institutions to ensure that those parties have appropriate plans to remediate year 2000 issues 20 21 where their systems interface with the Company's systems or otherwise impact its operations and assess the extent to which its operations are vulnerable should those organizations fail to remediate properly their computer systems. The Company's comprehensive year 2000 initiative is being managed by a team of internal staff and outside consultants reporting directly to the Company's Audit Committee. The team's activities are designed to ensure that there is no adverse effect on the Company's core business operations and that transactions with customers, suppliers and financial institutions are fully supported. While the Company believes its planning efforts will be adequate to address its year 2000 concerns, there can be no guarantee that the systems of other companies will be converted on a timely basis and will not have a material adverse effect on the Company's financial position and results of operations. The Company expects to complete its planning efforts by the end of the fourth quarter of 1998, with remediation to be complete by the second quarter of 1999. The cost of the Company's year 2000 initiatives is not expected to have a material adverse effect on the Company's financial position and results of operations. SEASONALITY Certain of the Company's customers engage in seasonal businesses, especially the U.S. Postal Service and customers in the automotive industry. As a result, the Company's air freight charter logistics business has historically experienced its highest quarterly revenues and profitability during the fourth quarter of the calendar year due to the peak Christmas season activity of the U.S. Postal Service and during the period from June 1 to November 30 when production schedules of the automotive industry typically increase. Consequently, the Company experiences its lowest quarterly revenue and profitability during the first quarter of the calendar year. 21 22 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 29, 1998, the Company held its 1998 Annual Meeting of Stockholders. The only matters voted upon were (i) the election of two Class I directors, each for a three-year term expiring at the Company's 2001 Annual Meeting of Stockholders and (ii) the ratification of the appointment of Ernst & Young LLP as the Company's independent public accountants for 1998. With respect to the election of Ted J. Coonfield as a Class I director, 15,176,569 shares were voted for the proposal and 18,275 shares were voted against. With respect to the election of Richard R. Wadsworth as a Class I director, 15,184,844 shares were voted for the proposal and 10,000 were voted against. With respect to the ratification of Ernst & Young LLP, 15,188,094 shares were voted for the proposal, 2,600 shares were voted against and 4,150 shares abstained from voting. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. REPORTS ON FORM 8-K AND EXHIBITS (a) Reports on Form 8-K: Not applicable. (b) Exhibits: The following exhibits are filed herewith or are incorporated by reference from previous filings with the Securities and Exchange Commission. EXHIBIT NO. DESCRIPTION ----------- ----------- 3.1 - Certificate of Incorporation of the Company.(1) 3.2 - Amended and Restated Bylaws of the Company.(2) 3.3 - Amendment No. 1 to the Certificate of Incorporation of the Company.(1) 4.1 - Specimen Common Stock Certificate.(3) 21.1 - Subsidiaries of the Registrant.(4) 27.1 - Financial Data Schedule.(5) - ---------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 33-85698) dated as of December 1994, and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference. 22 23 (3) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 333-8307) dated as of October 1996, and incorporated herein by reference. (4) Previously filed as an exhibit to the Company's Registration Statement on Form S-4 (Reg. No. 333-43645) dated as of February 1998, and incorporated herein by reference. (5) Filed herewith 23 24 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 1998. KITTY HAWK, INC. By: /s/ RICHARD R. WADSWORTH, JR. ----------------------------------- Richard R. Wadsworth, Jr. Senior Vice President - Finance, Chief Financial Officer, and Secretary 24 25 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------------------- 3.1 - Certificate of Incorporation of the Company.(1) 3.2 - Amended and Restated Bylaws of the Company.(2) 3.3 - Amendment No. 1 to the Certificate of Incorporation of the Company.(1) 4.1 - Specimen Common Stock Certificate.(3) 21.1 - Subsidiaries of the Registrant.(4) 27.1 - Financial Data Schedule.(5)
- ---------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 33-85698) dated as of December 1994, and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference. (3) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 333-8307) dated as of October 1996, and incorporated herein by reference. (4) Previously filed as an exhibit to the Company's Registration Statement on Form S-4 (Reg. No. 333-43645) dated as of February 1998, and incorporated herein by reference. (5) Filed herewith EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 JUN-30-1998 14,297,733 15,966,412 70,875,820 0 63,650,712 208,777,316 688,304,562 (52,265,560) 860,208,954 146,654,040 0 0 0 169,169 179,824,438 860,208,954 0 303,147,313 0 259,314,259 582,192 0 19,301,516 4,391,614 1,756,305 0 0 0 0 2,635,309 0.16 0.16
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