UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019March 31, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8957
ALASKA AIR GROUP, INC.
|
| | | | | | | |
Delaware | | 91-1292054 |
(State of Incorporation) | | (I.R.S. Employer Identification No.) |
|
| | | | | | | |
Title of each class | Name of each exchange on which registered | Ticker Symbol |
Common stock, $0.01 par value | New York Stock Exchange | ALK |
|
| | | |
19300 International Boulevard, | Seattle, | WA | 98188 |
|
| | | | |
19300 International Boulevard, | Telephone:Seattle, | (206)WA | 392-5040 | 98188 |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer (Do not check if a smaller reporting company)
| ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
The registrant has 123,173,426122,585,372 common shares, par value $0.01, outstanding at October 31, 2019.April 30, 2020.
This document is also available on our website at http://investor.alaskaair.com.
ALASKA AIR GROUP, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019MARCH 31, 2020
TABLE OF CONTENTS
As used in this Form 10-Q, the terms “Air Group,” the “Company,” “our,” “we” and "us" refer to Alaska Air Group, Inc. and its subsidiaries, unless the context indicates otherwise. Alaska Airlines, Inc., Virgin America Inc. (through July 20, 2018, at which point it was legally merged into Alaska Airlines, Inc), and Horizon Air Industries, Inc. are referred to as “Alaska,” “Virgin America”“Alaska” and “Horizon” and together as our “airlines.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or the Company’s present expectations. Some of the things that could cause actual results to differ from our expectations are:
the competitive environment in our industry;
changes in our operating costs, including fuel, which can be volatile;
our ability to meet our cost reduction goals;
our ability to achieve anticipated synergies and timing thereof in connection with our acquisition of Virgin America;
our ability to successfully integrate the Boeing and Airbus operations;
labor disputes and our ability to attract and retain qualified personnel;
operational disruptions;
general economic conditions, including the impact of those conditions on customer travel behavior;
the concentration of our revenue from a few key markets;
an aircraft accident or incident;
actual or threatened terrorist attacks, global instability and potential U.S. military actions or activities;
our reliance on automated systems and the risks associated with changes made to those systems;
changes in laws and regulations.
You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. We expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse to our shareholders. For a discussion of these and otherour risk factors, see Item 1A. "Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2018,2019, and as updated in our Form 8-K on May 5, 2020. The updated risk factors are also set forth herein in section Item 1A. "Risk Factors" included herein.Factors." Please consider our forward-looking statements in light of those risks as you read this report.
PART I
| | |
|
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
ALASKA AIR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
| | | | | | | | | | | |
(in millions) | March 31, 2020 | | December 31, 2019 |
ASSETS | | | | | |
Current Assets | | | | | |
Cash and cash equivalents | $ | 811 | | | $ | 221 | |
Marketable securities | 1,314 | | | 1,300 | |
Total cash and marketable securities | 2,125 | | | 1,521 | |
Receivables - net | 279 | | | 323 | |
Inventories and supplies - net | 68 | | | 72 | |
Prepaid expenses and other current assets | 100 | | | 121 | |
Total Current Assets | 2,572 | | | 2,037 | |
| | | |
Property and Equipment | | | | | |
Aircraft and other flight equipment | 8,228 | | | 8,549 | |
Other property and equipment | 1,343 | | | 1,306 | |
Deposits for future flight equipment | 590 | | | 533 | |
| 10,161 | | | 10,388 | |
Less accumulated depreciation and amortization | 3,307 | | | 3,486 | |
Total Property and Equipment - Net | 6,854 | | | 6,902 | |
| | | |
Operating lease assets | 1,584 | | | 1,711 | |
Goodwill | 1,943 | | | 1,943 | |
Intangible assets - net | 110 | | | 122 | |
Other noncurrent assets | 300 | | | 278 | |
Other Assets | 3,937 | | | 4,054 | |
| | | |
Total Assets | $ | 13,363 | | | $ | 12,993 | |
|
| | | | | | | |
(in millions) | September 30, 2019 | | December 31, 2018 |
ASSETS | | | |
Current Assets | | | |
Cash and cash equivalents | $ | 237 |
| | $ | 105 |
|
Marketable securities | 1,382 |
| | 1,131 |
|
Total cash and marketable securities | 1,619 |
| | 1,236 |
|
Receivables - net | 377 |
| | 366 |
|
Inventories and supplies - net | 63 |
| | 60 |
|
Prepaid expenses and other current assets | 143 |
| | 125 |
|
Total Current Assets | 2,202 |
| | 1,787 |
|
| | | |
Property and Equipment | |
| | |
|
Aircraft and other flight equipment | 8,492 |
| | 8,221 |
|
Other property and equipment | 1,272 |
| | 1,363 |
|
Deposits for future flight equipment | 463 |
| | 439 |
|
| 10,227 |
| | 10,023 |
|
Less accumulated depreciation and amortization | 3,393 |
| | 3,242 |
|
Total Property and Equipment - Net | 6,834 |
| | 6,781 |
|
| | | |
Operating lease assets | 1,647 |
| | — |
|
Goodwill | 1,943 |
| | 1,943 |
|
Intangible assets - net | 123 |
| | 127 |
|
Other noncurrent assets | 234 |
| | 274 |
|
Other Assets | 3,947 |
| | 2,344 |
|
| | | |
Total Assets | $ | 12,983 |
| | $ | 10,912 |
|
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
| | | | | | | | | | | |
(in millions, except share amounts) | March 31, 2020 | | December 31, 2019 |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | |
Current Liabilities | | | | | |
Accounts payable | $ | 119 | | | $ | 146 | |
Accrued wages, vacation and payroll taxes | 316 | | | 470 | |
Air traffic liability | 1,110 | | | 900 | |
Other accrued liabilities | 382 | | | 431 | |
Deferred revenue | 478 | | | 750 | |
Current portion of operating lease liabilities | 266 | | | 269 | |
Current portion of long-term debt | 1,059 | | | 235 | |
Total Current Liabilities | 3,730 | | | 3,201 | |
| | | |
Long-Term Debt, Net of Current Portion | 1,203 | | | 1,264 | |
| | | |
Noncurrent Liabilities | | | | | |
Long-term operating lease liabilities, net of current portion | 1,375 | | | 1,439 | |
Deferred income taxes | 665 | | | 715 | |
Deferred revenue | 1,545 | | | 1,240 | |
Obligation for pension and postretirement medical benefits | 577 | | | 571 | |
Other liabilities | 253 | | | 232 | |
| 4,415 | | | 4,197 | |
Commitments and Contingencies | | | |
Shareholders' Equity | | | | | |
Preferred stock, $0.01 par value, Authorized: 5,000,000 shares, none issued or outstanding | — | | | — | |
Common stock, $0.01 par value, Authorized: 400,000,000 shares, Issued: 2020 - 131,934,957 shares; 2019 - 131,812,173 shares, Outstanding: 2020 - 122,585,013 shares; 2019 - 123,000,307 shares | 1 | | | 1 | |
Capital in excess of par value | 314 | | | 305 | |
Treasury stock (common), at cost: 2020 - 9,349,944 shares; 2019 - 8,811,866 shares | (674) | | | (643) | |
Accumulated other comprehensive loss | (482) | | | (465) | |
Retained earnings | 4,856 | | | 5,133 | |
| 4,015 | | | 4,331 | |
Total Liabilities and Shareholders' Equity | $ | 13,363 | | | $ | 12,993 | |
|
| | | | | | | |
(in millions, except share amounts) | September 30, 2019 | | December 31, 2018 |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | |
Current Liabilities | | | |
Accounts payable | $ | 120 |
| | $ | 132 |
|
Accrued wages, vacation and payroll taxes | 391 |
| | 415 |
|
Air traffic liability | 1,032 |
| | 788 |
|
Other accrued liabilities | 476 |
| | 416 |
|
Deferred revenue | 794 |
| | 705 |
|
Current portion of operating lease liabilities | 268 |
| | — |
|
Current portion of long-term debt | 265 |
| | 486 |
|
Total Current Liabilities | 3,346 |
| | 2,942 |
|
| | | |
Long-Term Debt, Net of Current Portion | 1,444 |
| | 1,617 |
|
| | | |
Noncurrent Liabilities | |
| | |
|
Long-term operating lease liabilities, net of current portion | 1,376 |
| | — |
|
Deferred income taxes | 708 |
| | 512 |
|
Deferred revenue | 1,177 |
| | 1,169 |
|
Obligation for pension and postretirement medical benefits | 467 |
| | 503 |
|
Other liabilities | 213 |
| | 418 |
|
| 3,941 |
| | 2,602 |
|
Commitments and Contingencies |
|
| |
|
|
Shareholders' Equity | |
| | |
|
Preferred stock, $0.01 par value, Authorized: 5,000,000 shares, none issued or outstanding | — |
| | — |
|
Common stock, $0.01 par value, Authorized: 400,000,000 shares, Issued: 2019 - 131,770,976 shares; 2018 - 130,813,476 shares, Outstanding: 2019 - 123,277,911 shares; 2018 - 123,194,430 shares | 1 |
| | 1 |
|
Capital in excess of par value | 297 |
| | 232 |
|
Treasury stock (common), at cost: 2019 - 8,493,065 shares; 2018 - 7,619,046 shares | (621 | ) | | (568 | ) |
Accumulated other comprehensive loss | (421 | ) | | (448 | ) |
Retained earnings | 4,996 |
| | 4,534 |
|
| 4,252 |
| | 3,751 |
|
Total Liabilities and Shareholders' Equity | $ | 12,983 |
| | $ | 10,912 |
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
(in millions, except per share amounts) | 2020 | | 2019 | | | | |
Operating Revenues | | | | | | | | | |
Passenger revenue | $ | 1,481 | | | $ | 1,716 | | | | | |
Mileage Plan other revenue | 109 | | | 110 | | | | | |
Cargo and other | 46 | | | 50 | | | | | |
Total Operating Revenues | 1,636 | | | 1,876 | | | | | |
Operating Expenses | | | | | | | |
Wages and benefits | 612 | | | 557 | | | | | |
Variable incentive pay | 7 | | | 35 | | | | | |
Aircraft fuel, including hedging gains and losses | 384 | | | 420 | | | | | |
Aircraft maintenance | 115 | | | 120 | | | | | |
Aircraft rent | 81 | | | 83 | | | | | |
Landing fees and other rentals | 131 | | | 132 | | | | | |
Contracted services | 72 | | | 72 | | | | | |
Selling expenses | 55 | | | 72 | | | | | |
Depreciation and amortization | 108 | | | 106 | | | | | |
Food and beverage service | 49 | | | 49 | | | | | |
Third-party regional carrier expense | 37 | | | 41 | | | | | |
Other | 143 | | | 138 | | | | | |
Special items - merger-related costs | 3 | | | 26 | | | | | |
Special items - impairment charges and other | 160 | | | — | | | | | |
Total Operating Expenses | 1,957 | | | 1,851 | | | | | |
Operating Income (Loss) | (321) | | | 25 | | | | | |
Nonoperating Income (Expense) | | | | | | | |
Interest income | 9 | | | 9 | | | | | |
Interest expense | (13) | | | (22) | | | | | |
Interest capitalized | 3 | | | 4 | | | | | |
Other—net | 5 | | | (10) | | | | | |
Total Nonoperating Income (Expense) | 4 | | | (19) | | | | | |
Income (Loss) Before Income Tax | (317) | | | 6 | | | | | |
Income tax (benefit) expense | (85) | | | 2 | | | | | |
Net Income (Loss) | $ | (232) | | | $ | 4 | | | | | |
| | | | | | | |
Basic Earnings (Loss) Per Share: | $ | (1.89) | | | $ | 0.03 | | | | | |
Diluted Earnings (Loss) Per Share: | $ | (1.87) | | | $ | 0.03 | | | | | |
Shares used for computation: | | | | | | | |
Basic | 122.818 | | | 123.291 | | | | | |
Diluted | 124.123 | | | 123.915 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in millions, except per share amounts) | 2019 | | 2018 | | 2019 | | 2018 |
Operating Revenues | | | | | | | |
Passenger revenue | $ | 2,211 |
| | $ | 2,043 |
| | 6,038 |
| | 5,724 |
|
Mileage Plan other revenue | 118 |
| | 114 |
| | 346 |
| | 329 |
|
Cargo and other | 60 |
| | 55 |
| | 169 |
| | 147 |
|
Total Operating Revenues | 2,389 |
| | 2,212 |
| | 6,553 |
| | 6,200 |
|
Operating Expenses | | | | | |
| | |
|
Wages and benefits | 608 |
| | 549 |
| | 1,732 |
| | 1,629 |
|
Variable incentive pay | 46 |
| | 27 |
| | 125 |
| | 104 |
|
Aircraft fuel, including hedging gains and losses | 486 |
| | 513 |
| | 1,408 |
| | 1,397 |
|
Aircraft maintenance | 106 |
| | 107 |
| | 341 |
| | 320 |
|
Aircraft rent | 82 |
| | 82 |
| | 247 |
| | 233 |
|
Landing fees and other rentals | 143 |
| | 135 |
| | 388 |
| | 371 |
|
Contracted services | 72 |
| | 70 |
| | 214 |
| | 227 |
|
Selling expenses | 77 |
| | 79 |
| | 236 |
| | 245 |
|
Depreciation and amortization | 106 |
| | 99 |
| | 317 |
| | 290 |
|
Food and beverage service | 57 |
| | 53 |
| | 159 |
| | 158 |
|
Third-party regional carrier expense | 42 |
| | 38 |
| | 125 |
| | 114 |
|
Other | 137 |
| | 141 |
| | 411 |
| | 423 |
|
Special items - merger-related costs | 5 |
| | 22 |
| | 39 |
| | 67 |
|
Special items - other | — |
| | — |
| | — |
| | 25 |
|
Total Operating Expenses | 1,967 |
| | 1,915 |
| | 5,742 |
| | 5,603 |
|
Operating Income | 422 |
| | 297 |
| | 811 |
| | 597 |
|
Nonoperating Income (Expense) | | | | | |
| | |
|
Interest income | 11 |
| | 11 |
| | 31 |
| | 29 |
|
Interest expense | (18 | ) | | (22 | ) | | (60 | ) | | (71 | ) |
Interest capitalized | 4 |
| | 5 |
| | 11 |
| | 14 |
|
Other—net | (3 | ) | | (7 | ) | | (20 | ) | | (20 | ) |
Total Nonoperating Income (Expense) | (6 | ) | | (13 | ) | | (38 | ) | | (48 | ) |
Income Before Income Tax | 416 |
| | 284 |
| | 773 |
| | 549 |
|
Income tax expense | 94 |
| | 67 |
| | 185 |
| | 135 |
|
Net Income | $ | 322 |
| | $ | 217 |
| | $ | 588 |
| | $ | 414 |
|
| | | | | | | |
Basic Earnings Per Share: | $ | 2.61 |
| | $ | 1.76 |
| | $ | 4.76 |
| | $ | 3.36 |
|
Diluted Earnings Per Share: | $ | 2.60 |
| | $ | 1.75 |
| | $ | 4.74 |
| | $ | 3.34 |
|
Shares used for computation: | | | | | | | |
|
Basic | 123.280 |
| | 123.224 |
| | 123.330 |
| | 123.216 |
|
Diluted | 124.067 |
| | 123.864 |
| | 124.051 |
| | 123.804 |
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
(in millions) | 2020 | | 2019 | | | | |
Net Income (Loss) | $ | (232) | | | $ | 4 | | | | | |
| | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | |
Related to marketable securities: | | | | | | | |
Unrealized holding gain (loss) arising during the period | (1) | | | 14 | | | | | |
Reclassification of (gain) loss into Other - net nonoperating income (expense) | (3) | | | 2 | | | | | |
Income tax effect | 1 | | | (4) | | | | | |
Total | (3) | | | 12 | | | | | |
| | | | | | | |
Related to employee benefit plans: | | | | | | | |
Reclassification of net pension expense into Wages and benefits and Other - net nonoperating income (expense) | 7 | | | 8 | | | | | |
Income tax effect | (2) | | | (2) | | | | | |
Total | 5 | | | 6 | | | | | |
| | | | | | | |
Related to interest rate derivative instruments: | | | | | | | |
Unrealized holding gain (loss) arising during the period | (25) | | | (5) | | | | | |
Reclassification of loss into Aircraft rent | 1 | | | 1 | | | | | |
Income tax effect | 5 | | | 1 | | | | | |
Total | (19) | | | (3) | | | | | |
| | | | | | | |
Other Comprehensive Income (Loss) | (17) | | | 15 | | | | | |
| | | | | | | |
Comprehensive Income (Loss) | $ | (249) | | | $ | 19 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 | | 2019 | | 2018 |
Net Income | $ | 322 |
| | $ | 217 |
| | $ | 588 |
| | $ | 414 |
|
| | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | |
Related to marketable securities: | | | | | | | |
Unrealized holding gain (loss) arising during the period | 4 |
| | (2 | ) | | 31 |
| | (19 | ) |
Reclassification of (gain) loss into Other - net nonoperating income (expense) | (5 | ) | | 2 |
| | (3 | ) | | 5 |
|
Income tax effect | — |
| | 1 |
| | (7 | ) | | 4 |
|
Total | (1 | ) | | 1 |
| | 21 |
| | (10 | ) |
| | | | | | | |
Related to employee benefit plans: | | | | | | | |
Reclassification of net pension expense into Wages and benefits and Other - net nonoperating income (expense) | 8 |
| | 7 |
| | 24 |
| | 21 |
|
Income tax effect | (2 | ) | | (2 | ) | | (6 | ) | | (5 | ) |
Total | 6 |
| | 5 |
| | 18 |
| | 16 |
|
| | | | | | | |
Related to interest rate derivative instruments: | | | | | | | |
Unrealized holding gain (loss) arising during the period | (5 | ) | | — |
| | (17 | ) | | 8 |
|
Reclassification of loss into Aircraft rent | 1 |
| | 2 |
| | 2 |
| | 3 |
|
Income tax effect | — |
| | (1 | ) | | 3 |
| | (3 | ) |
Total | (4 | ) | | 1 |
| | (12 | ) | | 8 |
|
| | | | | | | |
Other Comprehensive Income | 1 |
| | 7 |
| | 27 |
| | 14 |
|
| | | | | | | |
Comprehensive Income | $ | 323 |
| | $ | 224 |
| | $ | 615 |
| | $ | 428 |
|
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Common Stock Outstanding | | Common Stock | | Capital in Excess of Par Value | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total |
Balances at December 31, 2018 | 123.194 |
| | $ | 1 |
| | $ | 232 |
| | $ | (568 | ) | | $ | (448 | ) | | $ | 4,534 |
| | $ | 3,751 |
|
Cumulative effect of accounting changes(a) | — |
| | — |
| | — |
| | — |
| | — |
| | 3 |
| | 3 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 4 |
| | 4 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 15 |
| | — |
| | 15 |
|
Common stock repurchase | (0.215 | ) | | — |
| | — |
| | (13 | ) | | — |
| | — |
| | (13 | ) |
Stock-based compensation | — |
| | — |
| | 12 |
| | — |
| | — |
| | — |
| | 12 |
|
Cash dividend declared ($0.35 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (43 | ) | | (43 | ) |
Stock issued for employee stock purchase plan | 0.391 |
| | — |
| | 20 |
| | — |
| | — |
| | . | | 20 |
|
Stock issued under stock plans | 0.134 |
| | — |
| | (3 | ) | | — |
| | — |
| | — |
| | (3 | ) |
Balances at March 31, 2019 | 123.504 |
| | $ | 1 |
| | $ | 261 |
| | $ | (581 | ) | | $ | (433 | ) | | $ | 4,498 |
| | $ | 3,746 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 262 |
| | 262 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 11 |
| | — |
| | 11 |
|
Common stock repurchase | (0.194 | ) | | — |
| | — |
| | (12 | ) | | — |
| | — |
| | (12 | ) |
Stock-based compensation | — |
| | — |
| | 9 |
| | — |
| | — |
| | — |
| | 9 |
|
Cash dividend declared ($0.35 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (43 | ) | | (43 | ) |
Stock issued under stock plans | 0.028 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balances at June 30, 2019 | 123.338 |
| | $ | 1 |
| | $ | 270 |
| | $ | (593 | ) | | $ | (422 | ) | | $ | 4,717 |
| | $ | 3,973 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 322 |
| | 322 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 1 |
| | — |
| | 1 |
|
Common stock repurchase | (0.465 | ) | | — |
| | — |
| | (28 | ) | | — |
| | — |
| | (28 | ) |
Stock-based compensation | — |
| | — |
| | 7 |
| | — |
| | — |
| | — |
| | 7 |
|
Cash dividend declared ($0.35 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (43 | ) | | (43 | ) |
Stock issued for employee stock purchase plan | 0.394 |
| | — |
| | 20 |
| | — |
| | — |
| | — |
| | 20 |
|
Stock issued under stock plans | 0.011 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balances at September 30, 2019 | 123.278 |
| | $ | 1 |
| | $ | 297 |
| | $ | (621 | ) | | $ | (421 | ) | | $ | 4,996 |
| | $ | 4,252 |
|
| |
(a) | Represents the opening balance sheet adjustment recorded as a result of the adoption of the new lease accounting standard. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Common Stock Outstanding | | Common Stock | | Capital in Excess of Par Value | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total |
Balances at December 31, 2019 | 123.000 | | 1 | | 305 | | (643) | | | (465) | | | 5,133 | | | 4,331 | |
Net loss | — | | | — | | | — | | | — | | | — | | | (232) | | | (232) | |
Other comprehensive income (loss) | — | | | — | | | — | | | — | | | (17) | | | — | | | (17) | |
Common stock repurchase | (0.538) | | | — | | | — | | | (31) | | | — | | | — | | | (31) | |
Stock-based compensation | — | | | — | | | 9 | | — | | | — | | | — | | | 9 | |
Cash dividend declared ($0.375 per share) | — | | | — | | | — | | | — | | | — | | | (45) | | | (45) | |
Stock issued for employee stock purchase plan | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Stock issued under stock plans | 0.123 | | — | | | — | | | — | | | — | | | — | | | — | |
Balances at March 31, 2020 | 122.585 | | | 1 | | | 314 | | | (674) | | | (482) | | | 4,856 | | | 4,015 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Common Stock Outstanding | | Common Stock | | Capital in Excess of Par Value | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total |
Balances at December 31, 2018 | 123.194 | | | $ | 1 | | | $ | 232 | | | $ | (568) | | | $ | (448) | | | $ | 4,534 | | | $ | 3,751 | |
Cumulative effect of accounting changes(a) | — | | | — | | | — | | | — | | | — | | | 3 | | | 3 | |
Net income | — | | | — | | | — | | | — | | | — | | | 4 | | | 4 | |
Other comprehensive income (loss) | — | | | — | | | — | | | — | | | 15 | | | — | | | 15 | |
Common stock repurchase | (0.215) | | | — | | | — | | | (13) | | | — | | | — | | | (13) | |
Stock-based compensation | — | | | — | | | 12 | | | — | | | — | | | — | | | 12 | |
Cash dividend declared ($0.35 per share) | — | | | — | | | — | | | — | | | — | | | (43) | | | (43) | |
Stock issued for employee stock purchase plan | 0.391 | | | — | | | 20 | | | — | | | — | | | — | | | 20 | |
Stock issued under stock plans | 0.134 | | | — | | | (3) | | | — | | | — | | | — | | | (3) | |
Balances at March 31, 2019 | 123.504 | | | $ | 1 | | | $ | 261 | | | $ | (581) | | | $ | (433) | | | $ | 4,498 | | | $ | 3,746 | |
(a)Represents the opening balance sheet adjustment recorded as a result of the adoption of the new lease accounting standard.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Common Stock Outstanding | | Common Stock | | Capital in Excess of Par Value | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total |
Balances at December 31, 2017 | 123.061 |
| | $ | 1 |
| | $ | 164 |
| | $ | (518 | ) | | $ | (380 | ) | | $ | 4,193 |
| | $ | 3,460 |
|
Reclassification of tax effects to Retained Earnings | — |
| | — |
| | — |
| | — |
| | (62 | ) | | 62 |
| | — |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 4 |
| | 4 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 2 |
| | — |
| | 2 |
|
Common stock repurchase | (0.186 | ) | | — |
| | — |
| | (13 | ) | | — |
| | — |
| | (13 | ) |
Stock-based compensation | — |
| | — |
| | 12 |
| | — |
| | — |
| | — |
| | 12 |
|
Cash dividend declared ($0.32 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (40 | ) | | (40 | ) |
Stock issued for employee stock purchase plan | 0.312 |
| | — |
| | 17 |
| | — |
| | — |
| | — |
| | 17 |
|
Stock issued under stock plans | 0.163 |
| | — |
| | (3 | ) | | — |
| | — |
| | — |
| | (3 | ) |
Balances at March 31, 2018 | 123.350 |
| | $ | 1 |
| | $ | 190 |
| | $ | (531 | ) | | $ | (440 | ) | | $ | 4,219 |
| | $ | 3,439 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 193 |
| | 193 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 5 |
| | — |
| | 5 |
|
Common stock repurchase | (0.204 | ) | | — |
| | — |
| | (13 | ) | | — |
| | — |
| | (13 | ) |
Stock-based compensation | — |
| | — |
| | 9 |
| | — |
| | — |
| | — |
| | 9 |
|
Cash dividend declared ($0.32 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (39 | ) | | (39 | ) |
Stock issued under stock plans | 0.058 |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | (1 | ) |
Balances at June 30, 2018 | 123.204 |
| | $ | 1 |
| | $ | 198 |
| | $ | (544 | ) | | $ | (435 | ) | | $ | 4,373 |
| | $ | 3,593 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 217 |
| | 217 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 7 |
| | — |
| | 7 |
|
Common stock repurchase | (0.193 | ) | | — |
| | — |
| | (12 | ) | | — |
| | — |
| | (12 | ) |
Stock-based compensation | — |
| | — |
| | 8 |
| | — |
| | — |
| | — |
| | 8 |
|
Cash dividend declared ($0.32 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (40 | ) | | (40 | ) |
Stock issued for employee stock purchase plan | 0.320 |
| | — |
| | 18 |
| | — |
| | — |
| | — |
| | 18 |
|
Stock issued under stock plans | 0.030 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balances at September 30, 2018 | 123.361 |
| | $ | 1 |
| | $ | 224 |
| | $ | (556 | ) | | $ | (428 | ) | | $ | 4,550 |
| | $ | 3,791 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, | | |
(in millions) | 2020 | | 2019 |
Cash flows from operating activities: | | | | | |
Net income (Loss) | $ | (232) | | | $ | 4 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 108 | | | 106 | |
Stock-based compensation and other | 9 | | | 11 | |
Special items - impairment charges and other | 160 | | | — | |
Changes in certain assets and liabilities: | | | |
Changes in deferred tax provision | (44) | | | 2 | |
Increase in air traffic liability | 210 | | | 328 | |
Increase in deferred revenue | 33 | | | 41 | |
Other - net | (211) | | | (24) | |
Net cash provided by operating activities | 33 | | | 468 | |
Cash flows used in investing activities: | | | | | |
Property and equipment additions: | | | | | |
Aircraft and aircraft purchase deposits | (57) | | | (53) | |
Other flight equipment | (35) | | | (29) | |
Other property and equipment | (27) | | | (33) | |
Total property and equipment additions, including capitalized interest | (119) | | | (115) | |
Purchases of marketable securities | (527) | | | (351) | |
Sales and maturities of marketable securities | 511 | | | 275 | |
Other investing activities | 8 | | | 5 | |
Net cash used in investing activities | (127) | | | (186) | |
Cash flows from financing activities: | | | | | |
Proceeds from issuance of debt | 825 | | | 254 | |
Long-term debt payments | (60) | | | (393) | |
Common stock repurchases | (31) | | | (13) | |
Dividends paid | (45) | | | (43) | |
Other financing activities | (5) | | | 24 | |
Net cash provided by (used in) financing activities | 684 | | | (171) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 590 | | | 111 | |
Cash, cash equivalents, and restricted cash at beginning of year | 232 | | | 114 | |
Cash, cash equivalents, and restricted cash at end of the period | $ | 822 | | | $ | 225 | |
| | | |
Cash paid during the period for: | | | |
Interest (net of amount capitalized) | $ | 9 | | | $ | 18 | |
Income taxes | — | | | — | |
| | | |
Reconciliation of cash, cash equivalents, and restricted cash at end of the period | | | |
Cash and cash equivalents | $ | 811 | | | $ | 215 | |
Restricted cash included in Prepaid expenses and other current assets | 11 | | | 10 | |
Total cash, cash equivalents, and restricted cash at end of the period | $ | 822 | | | $ | 225 | |
|
| | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 |
Cash flows from operating activities: | | | |
Net income | $ | 588 |
| | $ | 414 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
|
Depreciation and amortization | 317 |
| | 290 |
|
Stock-based compensation and other | 20 |
| | 34 |
|
Changes in certain assets and liabilities: | | | |
Changes in deferred tax provision | 187 |
| | 122 |
|
Increase in air traffic liability | 244 |
| | 144 |
|
Increase in deferred revenue | 97 |
| | 106 |
|
Pension contribution | (65 | ) | | — |
|
Other—net | (7 | ) | | (124 | ) |
Net cash provided by operating activities | 1,381 |
| | 986 |
|
Cash flows from investing activities: | |
| | |
|
Property and equipment additions: | |
| | |
|
Aircraft and aircraft purchase deposits | (286 | ) | | (349 | ) |
Other flight equipment | (125 | ) | | (76 | ) |
Other property and equipment | (116 | ) | | (129 | ) |
Total property and equipment additions, including capitalized interest | (527 | ) | | (554 | ) |
Purchases of marketable securities | (1,446 | ) | | (672 | ) |
Sales and maturities of marketable securities | 1,228 |
| | 857 |
|
Other investing activities | 37 |
| | 36 |
|
Net cash used in investing activities | (708 | ) | | (333 | ) |
Cash flows from financing activities: | |
| | |
|
Proceeds from issuance of debt | 356 |
| | — |
|
Long-term debt payments | (752 | ) | | (544 | ) |
Common stock repurchases | (53 | ) | | (37 | ) |
Dividends paid | (129 | ) | | (118 | ) |
Other financing activities | 40 |
| | 33 |
|
Net cash used in financing activities | (538 | ) | | (666 | ) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 135 |
| | (13 | ) |
Cash, cash equivalents, and restricted cash at beginning of year | 114 |
| | 197 |
|
Cash, cash equivalents, and restricted cash at end of the period | $ | 249 |
| | $ | 184 |
|
| | | |
Cash paid during the period for: | | | |
Interest (net of amount capitalized) | $ | 48 |
| | $ | 60 |
|
Income taxes, net of refunds received | 2 |
| | — |
|
| | | |
Reconciliation of cash, cash equivalents, and restricted cash at end of the period | | | |
Cash and cash equivalents | $ | 237 |
| | $ | 174 |
|
Restricted cash included in Prepaid expenses and other current assets | 12 |
| | 10 |
|
Total cash, cash equivalents, and restricted cash at end of the period | $ | 249 |
| | $ | 184 |
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
The condensed consolidated financial statements include the accounts of Air Group, or the Company, and its primary subsidiaries, Alaska (including Virgin America in 2018) and Horizon. The condensed consolidated financial statements also include McGee Air Services, a ground services subsidiary of Alaska. The Company conducts substantially all of its operations through these subsidiaries. All significant intercompany balances and transactions have been eliminated. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. It should be read in conjunction with the consolidated financial statements and accompanying notes in the Form 10-K for the year ended December 31, 2018.2019. In the opinion of management, all adjustments have been made that are necessary to fairly present the Company’s financial position as of September 30, 2019March 31, 2020 and the results of operations for the three and nine months ended September 30, 2019March 31, 2020 and 2018.2019. Such adjustments were of a normal recurring nature.
Certain reclassifications and rounding adjustments have been made to prior year financial statements to conform to classifications used in the current year.
In preparing these statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities, as well as the reported amounts of revenues and expenses.expenses, including impairment charges. Due to the impacts of the COVID-19 pandemic on the Company's business, these estimates and assumptions are more judgmental than they would be otherwise given the uncertainty of the future demand for air travel, among other considerations. Further, due to seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, changes in global economic conditions, changes in the competitive environment and other factors, operating results for the three and nine months ended September 30, 2019March 31, 2020 are not necessarily indicative of operating results for the entire year.
Recently Adopted Accounting Pronouncement
In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The ASU requires the use of an "expected credit loss model" on certain financial instruments. The ASU also amends the impairment model for available-for-sale debt securities, and requires the estimation of credit losses to be recorded as allowances instead of reductions to amortized cost. The ASU was effective for the Company beginning January 1, 2020, and was adopted prospectively, but it did not have a significant impact on the Company's financial statements and disclosures.
NOTE 2. COVID-19 PANDEMIC
The public health and economic crises resulting from the outbreak of the novel coronavirus (COVID-19) in the first quarter of 2020 has had an unprecedented impact on the Company. Travel restrictions, event cancellations and social distancing guidelines implemented throughout the country drove significant declines in demand beginning in February, and adversely impacted March revenues. It is likely that the financial impact to the second quarter will be more significant than the first quarter, and it is uncertain when, and at what rate, demand for air travel will return.
In response to the COVID-19 pandemic, the Company implemented a "Peace-of-Mind" waiver, which allows travelers to book tickets for travel for a specified period of time that can be changed or canceled without incurring change fees. Cancellations and postponement of travel exceeded new bookings in March, and had a material impact on passenger revenues, air traffic liability, and cash position. Refer to Note 3 for further discussion.
The Company has also taken decisive action to reduce costs and preserve cash and liquidity. During the quarter, the Company implemented a company-wide hiring freeze, reduced salaries of senior management, suspended annual pay increases and solicited voluntary leaves of absence. In addition to these payroll saving measures, the Company has actively negotiated with vendor partners to reduce contractual minimums and spending in line with the reduction in demand.
With demand dramatically depressed, the Company has significantly reduced its planned flying capacity through at least June 2020. As a result, many aircraft have been parked or removed from service. As of March 31, 2020, the Company had decided to park 146 Mainline aircraft and 13 Horizon aircraft, and suspend flying for 8 SkyWest aircraft. Of these aircraft, 12 Airbus aircraft were deemed permanently parked and have been removed from the operating fleet. An additional 10 Mainline aircraft were identified for parking subsequent to March 31, 2020.
Valuation of long-lived assets
The Company reviews its long-lived assets for impairment whenever events or changes indicate that the total carrying amount of an asset or asset group may not be recoverable. Given the temporary and permanent parking described above, the Company performed impairment tests on certain long-lived assets as of March 31, 2020.
The Company determined there were no indicators of impairment on long-lived assets outside of flight equipment. To determine if impairment exists, a recoverability test is performed comparing the sum of estimated undiscounted future cash flows expected to be directly generated by the assets to the asset carrying value. Assets are grouped at the individual fleet level, which is the lowest level for which identifiable cash flows are available. The Company developed estimates of future cash flows utilizing historical results, adjusted for the current operating environment, including the impact of parked aircraft. All individual fleets passed the recoverability test, except for the Q400 fleet and the permanently parked Airbus aircraft.
The Company recorded an impairment charge of $83 million for the 12 permanently parked Airbus aircraft, comprised of operating lease right of use assets, estimable return costs, and related leasehold improvements. To determine the total impairment charge for the Q400 fleet, the Company obtained fair market values from published pricing guides and evaluated recent sales. As a result of the analysis, the Company recorded an impairment charge of $58 million reflecting the amount for which carrying value exceeded fair value of the Q400 fleet. The Company also recorded an additional impairment of $4 million relating to 2 Q400 aircraft which are parked and held-for-sale.
A summary of the impairment charges recorded for aircraft and other flight equipment in the condensed consolidated statement of operations for the three months ended March 31, 2020 is as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | Airbus Aircraft | | Q400 Aircraft | | Total Impairment |
Aircraft and other flight equipment, net | | $ | 11 | | | $ | 58 | | | $ | 69 | |
Operating lease assets | | 62 | | | — | | | 62 | |
Inventory and supplies - net | | 2 | | | — | | | 2 | |
Prepaid expenses and other current assets | | — | | | 4 | | | 4 | |
Other accrued liabilities | | 8 | | | — | | | 8 | |
Total impairment charges - Long-lived assets | | $ | 83 | | | $ | 62 | | | $ | 145 | |
As the Company continues to evaluate future demand and evolving market conditions, additional aircraft may be permanently parked resulting in incremental impairment charges.
Valuation of intangible assets and goodwill
The Company reviews definite- and indefinite-lived intangible assets and goodwill for impairment on an annual basis in the fourth quarter, or more frequently should events or circumstances indicate that an impairment may exist. Given the current environment and significant decline in Alaska Air Group market capitalization as of March 31, 2020, there are indicators that an impairment loss may exist. The Company performed impairment analyses over all three asset types, considering market capitalization, future operating cash flows, future utilization and changes to the regulatory environment. As a result of this analysis, indefinite-lived intangible assets and goodwill were deemed recoverable, and no impairment charges were recorded.
The Company observed the potential for impairment relating to definite-lived intangibles, which consist of customer relationships and leased gates at Dallas-Love Field (DAL gates) acquired from Virgin America. A recoverability test was performed for these intangible assets, and only the DAL gates were deemed not recoverable. As a result, an impairment charge of $10 million was recorded as of March 31, 2020.
Other considerations
The Company also evaluated outstanding receivable balances as of March 31, 2020 for risk of non-payment. The Company identified a $5 million receivable from a vendor that filed for bankruptcy during the first quarter. The Company fully expects to file a bankruptcy claim but, as the note is unsecured, management determined that collectability is not probable as of March 31, 2020. Therefore, the full $5 million was reserved and charged to Special charges - impairment charges and other in the condensed consolidated statement of operations.
For the three months ended March 31, 2020, the Company concluded that the use of a year-to-date effective tax rate estimate was more appropriate than the annual effective tax rate method as estimates of the Company's full-year loss is not reliable at this time given the uncertainty of the travel demand environment.
Although it is not certain when the impacts of COVID-19 will subside and demand for air travel will return, the Company has implemented meaningful plans to reduce expenses, access liquidity and preserve cash. At March 31, 2020, given the balance of cash, cash equivalents and marketable securities, as well as anticipated access to liquidity and cash flows from future operations, the Company expects it will meet all cash obligations, as well as remain in compliance with the debt covenants in its existing financing arrangements, for the next 12 months. Refer to Note 5. Long-Term Debt and Note 10. Subsequent Events for further information regarding liquidity obtained in response to the COVID-19 crisis.
NOTE 3. REVENUE
Ticket revenue is recorded as Passenger revenue, and represents the primary source of the Company's revenue. Also included in Passenger revenue are passenger ancillary revenues, such as bag fees, on-board food and beverage, ticket change fees, and certain revenue from the frequent flyer program. Mileage Plan other revenue includes brand and marketing revenue from the Company's co-branded credit card and other partners and certain interline frequent flyer revenue, net of commissions. Cargo and other revenue includes freight and mail revenue, and to a lesser extent, other ancillary revenue products such as lounge membership and certain commissions.
The Company disaggregates revenue by segment in Note 9. The details within the Company’s statements of operations, segment disclosures, and in this footnote depict the nature, amount, timing and uncertainty of revenue and how cash flows are affected by economic and other factors.
Passenger Ticket and Ancillary Services Revenue
Passenger revenue recognized in the condensed consolidated statements of operations (in millions):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | 2019 | | | | |
Passenger ticket revenue, including ticket breakage and net of taxes and fees | $ | 1,213 | | | $ | 1,439 | | | | | |
Passenger ancillary revenue | 116 | | | 124 | | | | | |
Mileage Plan passenger revenue | 152 | | | 153 | | | | | |
Total Passenger revenue | $ | 1,481 | | | $ | 1,716 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Passenger ticket revenue, including ticket breakage and net of taxes and fees | $ | 1,868 |
| | $ | 1,744 |
| | $ | 5,099 |
| | $ | 4,864 |
|
Passenger ancillary revenue | 157 |
| | 146 |
| | 428 |
| | 401 |
|
Mileage Plan passenger revenue | 186 |
| | 153 |
| | 511 |
| | 459 |
|
Total Passenger revenue | $ | 2,211 |
| | $ | 2,043 |
| | $ | 6,038 |
| | $ | 5,724 |
|
Mileage Plan™ Loyalty Program
Mileage Plan™ revenue included in the condensed consolidated statements of operations (in millions):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | 2019 | | | | |
Passenger revenue | $ | 152 | | | $ | 153 | | | | | |
Mileage Plan other revenue | 109 | | | 110 | | | | | |
Total Mileage Plan revenue | $ | 261 | | | $ | 263 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Passenger revenue | $ | 186 |
| | $ | 153 |
| | $ | 511 |
| | $ | 459 |
|
Mileage Plan other revenue | 118 |
| | 114 |
| | 346 |
| | 329 |
|
Total Mileage Plan revenue | $ | 304 |
| | $ | 267 |
| | $ | 857 |
| | $ | 788 |
|
Cargo and Other
Cargo and other revenue included in the condensed consolidated statements of operations (in millions):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | 2019 | | | | |
Cargo revenue | $ | 24 | | | $ | 30 | | | | | |
Other revenue | 22 | | | 20 | | | | | |
Total Cargo and other revenue | $ | 46 | | | $ | 50 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Cargo revenue | $ | 36 |
| | $ | 36 |
| | $ | 104 |
| | $ | 96 |
|
Other revenue | 24 |
| | 19 |
| | 65 |
| | 51 |
|
Total Cargo and other revenue | $ | 60 |
| | $ | 55 |
| | $ | 169 |
| | $ | 147 |
|
Air Traffic Liability and Deferred Revenue
Passenger ticket and ancillary services liabilities
The Company recognized Passenger revenue of $19 $489 million and $27$474 million from the prior year-end air traffic liability balance for the three months ended September 30, 2019March 31, 2020 and 2018,2019.
Given the ongoing reduction in demand for air travel stemming from the COVID-19 pandemic, the Company has observed unprecedented declines in advance bookings and $582associated cash receipts. The Company also saw significant cancellations beginning in March 2020, which has led to cash refunds or the issuance of credits for future travel. At March 31, 2020, such credits, which are included in the air traffic liability balance totaled $402 million, net of breakage. In April 2020, the Company announced updated expiration terms for these credits, extending to July 2021. At this time, the Company is unable to estimate how and $540 millionwhen the air traffic liability will be recognized in earnings given ongoing uncertainty around the return in demand for the nine months ended September 30, 2019 and 2018.air travel.
Mileage PlanTM assets and liabilities
The Company records a receivable for amounts due from the bank partner and from other partners as mileage credits are sold until the payments are collected. Consistent with the significant cancellation activity outlined above, the Company saw a substantial number of redeposits in March. Given the uncertainty around the return in demand for air travel, the Company is unable to determine how and when mileage credits will be recognized in earnings. The Company had $103 $88 million of such receivables as of September 30, 2019March 31, 2020 and $119$105 million as of December 31, 2018.
2019.
The table below presents a roll forward of the total frequent flyer liability (in millions):
|
| | | | | | | | |
| | Nine Months Ended September 30, |
| | 2019 | | 2018 |
Total Deferred Revenue balance at January 1 | | $ | 1,874 |
| | $ | 1,725 |
|
Travel miles and companion certificate redemption - Passenger revenue | | (511 | ) | | (459 | ) |
Miles redeemed on partner airlines - Other revenue | | (84 | ) | | (66 | ) |
Increase in liability for mileage credits issued | | 692 |
| | 631 |
|
Total Deferred Revenue balance at September 30 | | $ | 1,971 |
| | $ | 1,831 |
|
| | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended March 31, | | |
| | | | | 2020 | | 2019 |
Total Deferred Revenue balance at January 1 | | | | | $ | 1,990 | | | $ | 1,874 | |
Travel miles and companion certificate redemption - Passenger revenue | | | | | (152) | | | (153) | |
Miles redeemed on partner airlines - Other revenue | | | | | (22) | | | (28) | |
Increase in liability for mileage credits issued | | | | | 207 | | | 222 | |
Total Deferred Revenue balance at March 31 | | | | | $ | 2,023 | | | $ | 1,915 | |
NOTE 3.4. FAIR VALUE MEASUREMENTS
In determining fair value, there is a three-level hierarchy based on the reliability of the inputs used. Level 1 refers to fair values based on quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 refers to fair values estimated using significant unobservable inputs.
Fair Value of Financial Instruments on a Recurring Basis
As of September 30, 2019,March 31, 2020, total cost basis for all marketable securities was $1.4$1.3 billion. There were no significant differences between the cost basis and fair value of any individual class of marketable securities.
Fair values of financial instruments on the consolidated balance sheet (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2020 | | | | | | December 31, 2019 | | | | |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| | | | | | | | | | | |
Assets | | | | | | | | | | | |
Marketable securities | | | | | | | | | | | |
U.S. government and agency securities | $ | 305 | | | $ | — | | | $ | 305 | | | $ | 330 | | | $ | — | | | $ | 330 | |
Equity mutual funds | 4 | | | — | | | 4 | | | 6 | | | — | | | 6 | |
Foreign government bonds | — | | | 26 | | | 26 | | | — | | | 31 | | | 31 | |
Asset-backed securities | — | | | 206 | | | 206 | | | — | | | 211 | | | 211 | |
Mortgage-backed securities | — | | | 213 | | | 213 | | | — | | | 176 | | | 176 | |
Corporate notes and bonds | — | | | 537 | | | 537 | | | — | | | 523 | | | 523 | |
Municipal securities | — | | | 23 | | | 23 | | | — | | | 23 | | | 23 | |
Total Marketable securities | 309 | | | 1,005 | | | 1,314 | | | 336 | | | 964 | | | 1,300 | |
Derivative instruments | | | | | | | | | | | |
Fuel hedge—call options | — | | | 1 | | | 1 | | | — | | | 11 | | | 11 | |
Interest rate swap agreements | — | | | — | | | — | | | — | | | 3 | | | 3 | |
Total Assets | $ | 309 | | | $ | 1,006 | | | $ | 1,315 | | | $ | 336 | | | $ | 978 | | | $ | 1,314 | |
| | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
Derivative instruments | | | | | | | | | | | |
| | | | | | | | | | | |
Interest rate swap agreements | — | | | (31) | | | (31) | | | — | | | (10) | | | (10) | |
Total Liabilities | $ | — | | | $ | (31) | | | $ | (31) | | | $ | — | | | $ | (10) | | | $ | (10) | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2019 | | December 31, 2018 |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
Assets | | | | | | | | | | | |
Marketable securities | | | | | | | | | | | |
U.S. government and agency securities | $ | 379 |
| | $ | — |
| | $ | 379 |
| | $ | 293 |
| | $ | — |
| | $ | 293 |
|
Equity mutual funds | 5 |
| | — |
| | 5 |
| | — |
| | — |
| | — |
|
Foreign government bonds | — |
| | 25 |
| | 25 |
| | — |
| | 26 |
| | 26 |
|
Asset-backed securities | — |
| | 201 |
| | 201 |
| | — |
| | 190 |
| | 190 |
|
Mortgage-backed securities | — |
| | 142 |
| | 142 |
| | — |
| | 92 |
| | 92 |
|
Corporate notes and bonds | — |
| | 609 |
| | 609 |
| | — |
| | 520 |
| | 520 |
|
Municipal securities | — |
| | 21 |
| | 21 |
| | — |
| | 10 |
| | 10 |
|
Total Marketable securities | 384 |
| | 998 |
| | 1,382 |
| | 293 |
| | 838 |
| | 1,131 |
|
Derivative instruments | | | | | | | | | | | |
Fuel hedge—call options | — |
| | 7 |
| | 7 |
| | — |
| | 4 |
| | 4 |
|
Interest rate swap agreements | — |
| | 2 |
| | 2 |
| | — |
| | 10 |
| | 10 |
|
Total Assets | $ | 384 |
| | $ | 1,007 |
| | $ | 1,391 |
| | $ | 293 |
| | $ | 852 |
| | $ | 1,145 |
|
| | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
Derivative instruments | | | | | | | | | | | |
Interest rate swap agreements | — |
| | (14 | ) | | (14 | ) | | — |
| | (7 | ) | | (7 | ) |
Total Liabilities | $ | — |
| | $ | (14 | ) | | $ | (14 | ) | | $ | — |
| | $ | (7 | ) | | $ | (7 | ) |
The Company uses both the market and income approach to determine the fair value of marketable securities. U.S. government securities and equity mutual funds are Level 1 as the fair value is based on quoted prices in active markets. Foreign government bonds, asset-backed securities, mortgage-backed securities, corporate notes and bonds, and municipal securities are Level 2 as the fair value is based on standard valuation models that are calculated based on observable inputs such as quoted interest rates, yield curves, credit ratings of the security and other observable market information.
The Company uses the market approach and the income approach to determine the fair value of derivative instruments. The fair value for fuel hedge call options is determined utilizing an option pricing model based on inputs that are readily available in active markets or can be derived from information available in active markets. In addition, the fair value considers the exposure to credit losses in the event of non-performance by counterparties. Interest rate swap agreements are Level 2 as the fair value of these contracts is determined based on the difference between the fixed interest rate in the agreements and the observable LIBOR-based interest forward rates at period end multiplied by the total notional value.
Activity and Maturities for Marketable Securities
Unrealized losses from marketable securities are primarily attributable to changes in interest rates. Management does not believe any unrealized losses represent other-than-temporary impairmentsare the result of expected credit losses based on its evaluation of available information as of September 30, 2019.March 31, 2020.
Maturities for marketable securities (in millions):
| | | | | | | | | | | |
March 31, 2020 | Cost Basis | | Fair Value |
Due in one year or less | $ | 167 | | | $ | 166 | |
Due after one year through five years | 1,092 | | | 1,102 | |
Due after five years through 10 years | 41 | | | 41 | |
| | | |
Total | | $ | 1,300 | | | $ | 1,309 | |
|
| | | | | | | |
September 30, 2019 | Cost Basis | | Fair Value |
Due in one year or less | $ | 244 |
| | $ | 244 |
|
Due after one year through five years | 1,105 |
| | 1,118 |
|
Due after five years through 10 years | 15 |
| | 15 |
|
Total | $ | 1,364 |
| | $ | 1,377 |
|
Fair Value of Other Financial Instruments
The Company uses the following methods and assumptions to determine the fair value of financial instruments that are not recognized at fair value as described below.
Cash, Cash Equivalents and Restricted Cash: Cash equivalents consist of highly liquid investments with original maturities of three months or less, such as money market funds, commercial paper and certificates of deposit. They are carried at cost, which approximates fair value.
The Company's restricted cash balances are primarily used to guarantee various letters of credit, self-insurance programs or other contractual rights. Restricted cash consists of highly liquid securities with original maturities of three months or less. They are carried at cost, which approximates fair value.
Debt: Debt assumed in the acquisition of Virgin America was subject to a non-recurring fair valuation adjustment as part of purchase price accounting. The adjustment is amortized over the life of the associated debt. All other fixed-rate debt is carried at cost. To estimate the fair value of all fixed-rate debt as of September 30, 2019,March 31, 2020, the Company uses the income approach by discounting cash flows using borrowing rates for comparable debt over the remaining life of the outstanding debt. The estimated fair value of the fixed-rate debt is Level 3 as certain inputs used are unobservable.
Fixed-rate debt on the consolidated balance sheet and the estimated fair value of long-term fixed-rate debt is as follows (in millions):
| | | | | | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Fixed-rate debt at cost | $ | 455 | | | $ | 473 | |
Non-recurring purchase price accounting fair value adjustment | 2 | | | 2 | |
Total fixed-rate debt | $ | 457 | | | $ | 475 | |
| | | |
Estimated fair value | $ | 487 | | | $ | 483 | |
|
| | | | | | | |
| September 30, 2019 | | December 31, 2018 |
Fixed-rate debt at cost | $ | 567 |
| | $ | 639 |
|
Non-recurring purchase price accounting fair value adjustment | 2 |
| | 3 |
|
Total fixed-rate debt | $ | 569 |
| | $ | 642 |
|
| | | |
Estimated fair value | $ | 584 |
| | $ | 641 |
|
Assets and Liabilities Measured at Fair Value on Nonrecurring Basis
Certain assets and liabilities are recognized or disclosed at fair value on a nonrecurring basis, including property, plant and equipment, operating lease assets, goodwill, and intangible assets. These assets are subject to fair valuation when there is evidence of impairment. Refer to Note 2 for discussion regarding impairment charges recorded during the three months ended March 31, 2020. No material impairment charges were taken inrecorded during the three and nine months ended September 30, 2019 and September 30, 2018.March 31, 2019.
NOTE 4.5. LONG-TERM DEBT
Long-term debt obligations on the condensed consolidated balance sheet (in millions):
| | | | | | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Fixed-rate notes payable due through 2029 | $ | 457 | | | $ | 475 | |
Variable-rate notes payable due through 2029 | 1,816 | | | 1,032 | |
Less debt issuance costs | (11) | | | (8) | |
Total debt | 2,262 | | | 1,499 | |
Less current portion | 1,059 | | | 235 | |
Long-term debt, less current portion | $ | 1,203 | | | $ | 1,264 | |
| | | |
Weighted-average fixed-interest rate | 3.3 | % | | 3.3 | % |
Weighted-average variable-interest rate | 2.4 | % | | 2.9 | % |
|
| | | | | | | |
| September 30, 2019 | | December 31, 2018 |
Fixed-rate notes payable due through 2029 | $ | 569 |
| | $ | 642 |
|
Variable-rate notes payable due through 2029 | 1,150 |
| | 1,473 |
|
Less debt issuance costs | (10 | ) | | (12 | ) |
Total debt | 1,709 |
| | 2,103 |
|
Less current portion | 265 |
| | 486 |
|
Long-term debt, less current portion | $ | 1,444 |
| | $ | 1,617 |
|
| | | |
Weighted-average fixed-interest rate | 3.4 | % | | 4.1 | % |
Weighted-average variable-interest rate | 3.2 | % | | 3.9 | % |
Approximately $745$694 million of the Company's total variable-rate notes payable are effectively fixed via interest rate swaps at September 30, 2019.
March 31, 2020.
During the ninethree months ended September 30, 2019, the Company made debt payments of $752 million, including the prepayment of $532 million of debt. During the nine months ended September 30, 2019,March 31, 2020, the Company obtained additional secured debt financing of $356$425 million from multiple lenders. The new debt is secured by a total of 1225 aircraft. The Company also made scheduled debt payments of $60 million during the three months ended March 31, 2020.
At September 30, 2019March 31, 2020 long-term debt principal payments for the next five years and thereafter are as follows (in millions):
| | | | | |
| Total |
Remainder of 2020 | $ | 577 | |
2021 | 706 | |
2022 | 243 | |
2023 | 173 | |
2024 | 153 | |
Thereafter | 418 | |
Total | $ | 2,270 | |
|
| | | |
| Total |
Remainder of 2019 | $ | 63 |
|
2020 | 268 |
|
2021 | 313 |
|
2022 | 274 |
|
2023 | 234 |
|
Thereafter | 565 |
|
Total | $ | 1,717 |
|
Subsequent to quarter end, the Company obtained additional secured debt financing of $50 million. The new debt is secured by 2 aircraft.
Bank Lines of Credit
The Company has 3 credit facilities with availabilitycapacity totaling $516 million as of September 30, 2019.March 31, 2020. All 3 facilities have variable interest rates based on LIBOR plus a specified margin. One credit facility for $250 million expires in June 2021 and is secured by aircraft. A second credit facility for $150 million expires in March 2022 and is secured by certain accounts receivable, spare engines, spare parts and ground service equipment. The secondthird credit facility for $116 million expires in July 2020, with a mechanism for annual renewal, and is secured by aircraft. A third credit facility for
$150 million expires in
During the three months ended March 2022 and31, 2020, the Company drew $400 million on the first 2 existing facilities. The outstanding amount on both facilities is secured by certain accounts receivable, spare engines, spare parts and ground service equipment.classified as short-term on the condensed consolidated balance sheet. The Company also has secured letters of credit against the $116 million facility, but has no plans to borrow using either of the two other facilities.facility. All 3 credit facilities have a requirement to maintain a minimum unrestricted cash and marketable securities balance of $500 million.$500 million. The Company was in compliance with this covenant at September 30, 2019.March 31, 2020.
NOTE 5. LEASES
In 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires lessees to recognize assets and liabilities for certain operating leases. Under the new standard, a lessee must recognize a liability on the balance sheet representing the lease payments owed, and a lease asset representing its right to use the underlying asset for the lease term. In 2018, the FASB issued ASU 2018-11, "Targeted Improvements - Leases (Topic 842)," which amended Topic 842 to provide a transition method that would not require adjusting comparative period financial information.
The Company transitioned to the new lease accounting standard effective January 1, 2019 utilizing the alternative transition method. Upon transition, the Company recorded a cumulative-effect adjustment to the opening balance of retained earnings of $3 million. The new standard eliminated build-to-suit lease accounting guidance and resulted in the derecognition of build-to-suit assets and liabilities of approximately $150 million each.
The Company elected certain practical expedients under the standard, including the practical expedient allowing a policy election to exclude from recognition short-term lease assets and lease liabilities for leases with an initial term of 12 months or less. Such expense was not material for the nine months ended September 30, 2019. Additionally, the Company elected the available package of practical expedients allowing for no reassessment of lease classification for existing leases, no reassessment of expired contracts, and no reassessments of initial direct costs for existing leases.
The Company has five asset classes for operating leases: aircraft, capacity purchase arrangements with aircraft (CPA aircraft), airport and terminal facilities, corporate real estate and other equipment. All capitalized lease assets have been recorded on the condensed consolidated balance sheet as of September 30, 2019 as Operating lease assets, with the corresponding liabilities recorded as Operating lease liabilities. Consistent with past accounting, operating rent expense is recognized on a straight-line basis over the term of the lease.
At September 30, 2019, the Operating lease assets balance by asset class was as follows (in millions):
|
| | | |
| Operating lease assets |
Aircraft | $ | 974 |
|
CPA aircraft | 609 |
|
Airport and terminal facilities | 18 |
|
Corporate real estate and other | 46 |
|
Total Operating lease assets | $ | 1,647 |
|
Aircraft
At September 30, 2019, the Company had operating leases for 10 Boeing 737 (B737), 62 Airbus, and 8 Bombardier Q400 aircraft. Additionally, the Company operates 32 Embraer 175 (E175) aircraft through its capacity purchase arrangement with SkyWest Airlines, Inc. (SkyWest). Remaining lease terms for these aircraft extend up to 12 years, with options to extend, subject to negotiation at the end of the term. As extension is not certain, and rates are highly likely to be renegotiated, the extended term is only capitalized when it is reasonably determinable. While aircraft rent is primarily fixed, certain leases contain rental adjustments throughout the lease term which would be recognized as variable expense as incurred. Variable lease expense for aircraft was $1 million and $4 million for the three and nine months ended September 30, 2019, respectively.
Capacity purchase agreements with aircraft (CPA aircraft)
At September 30, 2019, Alaska had CPAs with three carriers, including the Company’s wholly-owned subsidiary, Horizon. Horizon sells 100% of its capacity under a CPA with Alaska. Alaska also has CPAs with SkyWest to fly certain routes in the Lower 48 and Canada, and with Peninsula Aviation Services, Inc., (PenAir) to fly certain routes in the state of Alaska. Under these agreements, Alaska pays the carriers an amount which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services. As Horizon is a wholly-owned subsidiary, intercompany leases between Alaska and Horizon have not been recognized under the standard. The agreement with PenAir does not contain a leasing arrangement, resulting in no asset or liability recognized.
Remaining lease terms for CPA aircraft range from 8 years to 11 years. Financial arrangements of the CPAs include a fixed component, representing the costs to operate each aircraft and is capitalized under the new lease accounting standard. CPAs also include variable rent based on actual levels of flying, which is expensed as incurred. Variable lease expense for CPA aircraft for the three and nine months ended September 30, 2019 was not material.
Airport and terminal facilities
The Company leases ticket counters, gates, cargo and baggage space, ground equipment, office space and other support areas at numerous airports. For this asset class, the Company has elected to combine lease and non-lease components. The majority of airport and terminal facility leases are not capitalized because they do not meet the definition of controlled assets under the standard, or because the lease payments are entirely variable. For airports where leased assets are identified, and where the contract includes fixed lease payments, operating lease assets and lease liabilities have been recorded. The Company is also commonly responsible for maintenance, insurance and other facility-related expenses and services under these agreements. These costs are recognized as variable expense in the period incurred. Airport and terminal facilities variable lease expense was $86 million and $231 million for the three and nine months ended September 30, 2019, respectively.
In 2018, the Company leased 12 airport slots at LaGuardia Airport and eight airport slots at Reagan National Airport to a third party. For these leases, the Company recorded $3 million and $9 million of lease income during the three and nine months ended September 30, 2019, respectively.
Corporate real estate and other leases
Leased corporate real estate is primarily for office space in hub cities, data centers, land leases, and reservation centers. For this asset class, the Company has elected to combine lease and non-lease components under the standard. Other leased assets are comprised of other ancillary contracts and items including leased flight simulators and spare engines. Variable lease expense related to corporate real estate and other leases for the nine months ended September 30, 2019 was $8 million.
Components of Lease Expense
The impact of leases, including variable lease cost, on earnings for the three and nine months ended September 30, 2019 was as follows (in millions): |
| | | | | | | | |
| Classification | Three Months Ended September 30, 2019 | | Nine Months Ended September 30, 2019 |
Expense | | | | |
Aircraft | Aircraft rent | $ | 62 |
| | $ | 186 |
|
CPA aircraft | Aircraft rent | 20 |
| | 61 |
|
Airport and terminal facilities | Landing fees and other rentals | 87 |
| | 233 |
|
Corporate real estate and other | Landing fees and other rentals | 5 |
| | 14 |
|
Total lease expense | | $ | 174 |
| | $ | 494 |
|
Revenue | | | | |
Lease income | Cargo and other revenues | (3 | ) | | (9 | ) |
Net lease impact | | $ | 171 |
| | $ | 485 |
|
Total rent expense for the three and nine months ended September 30, 2018 was $165 million and $455 million, respectively.
Supplemental Cash Flow Information
Supplemental cash flow information related to leases was as follows (in millions):
|
| | | |
| Nine Months Ended September 30, 2019 |
Cash paid for capitalized operating leases | $ | 259 |
|
Operating lease assets obtained in exchange for lease obligations | $ | 47 |
|
Lease Term and Discount Rate
As most leases do not provide an implicit interest rate, the Company generally utilizes the incremental borrowing rate (IBR) based on information available at the commencement date of the lease to determine the present value of lease payments. The weighted average IBR and weighted average remaining lease term (in years) for all asset classes were as follows at September 30, 2019:
|
| | | | |
| Weighted Average IBR | | Weighted Average Remaining Lease Term |
Aircraft | 4.1 | % | | 6.7 |
CPA aircraft | 4.3 | % | | 9.5 |
Airports and terminal facilities | 4.1 | % | | 10.2 |
Corporate real estate and other | 4.3 | % | | 36.4 |
Maturities of Lease Liabilities
Future minimum lease payments under non-cancellable leases as of September 30, 2019 (in millions): |
| | | | | | | | | | | | | | | |
| Aircraft | | CPA Aircraft | | Airport and Terminal Facilities | | Corporate Real Estate & Other |
Remainder of 2019 | $ | 63 |
| | $ | 20 |
| | 1 |
| | $ | 2 |
|
2020 | 234 |
| | 79 |
| | 3 |
| | 7 |
|
2021 | 196 |
| | 79 |
| | 3 |
| | 6 |
|
2022 | 171 |
| | 79 |
| | 2 |
| | 4 |
|
2023 | 116 |
| | 79 |
| | 2 |
| | 4 |
|
Thereafter | 330 |
| | 408 |
| | 12 |
| | 77 |
|
Total lease payments | $ | 1,110 |
| | $ | 744 |
| | $ | 23 |
| | $ | 100 |
|
Less: Imputed interest | (140 | ) | | (135 | ) | | (4 | ) | | (54 | ) |
Total operating lease liabilities | $ | 970 |
| | $ | 609 |
| | $ | 19 |
| | $ | 46 |
|
All future lease contracts have remaining non-cancelable lease terms ranging from 2019 to 2031.
NOTE 6. EMPLOYEE BENEFIT PLANS
Net periodic benefit costs for qualified defined-benefit plans include the following (in millions):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | 2019 | | | | |
Service cost | $ | 13 | | | $ | 11 | | | | | |
Pension expense included in Wages and benefits | 13 | | | 11 | | | | | |
| | | | | | | |
Interest cost | 19 | | | 22 | | | | | |
Expected return on assets | (28) | | | (24) | | | | | |
Recognized actuarial loss | 9 | | | 9 | | | | | |
Pension expense included in Nonoperating Income (Expense) | $ | — | | | $ | 7 | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Service cost | $ | 11 |
| | $ | 12 |
| | $ | 32 |
| | $ | 36 |
|
Pension expense included in Wages and benefits | 11 |
| | 12 |
| | 32 |
| | 36 |
|
| | | | | | | |
Interest cost | 23 |
| | 20 |
| | 67 |
| | 59 |
|
Expected return on assets | (24 | ) | | (27 | ) | | (71 | ) | | (80 | ) |
Amortization of prior service cost (credit) | (1 | ) | | (1 | ) | | (1 | ) | | (1 | ) |
Recognized actuarial loss | 9 |
| | 9 |
| | 27 |
| | 25 |
|
Pension expense included in Nonoperating Income (Expense) | $ | 7 |
| | $ | 1 |
| | $ | 22 |
| | $ | 3 |
|
The Company made a voluntary contribution of $65 million to three defined-benefit pension plans during the three months ended September 30, 2019.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Future minimum payments for commitments excluding operating leases, as of September 30, 2019March 31, 2020 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Aircraft Commitments(a) | | Capacity Purchase Agreements (b) | | Aircraft Maintenance Deposits |
Remainder of 2020 | | | | | | | | | $ | 416 | | | $ | 108 | | | $ | 38 | |
2021 | | | | | | | | | 556 | | | 166 | | | 55 | |
2022 | | | | | | | | | 340 | | | 174 | | | 47 | |
2023 | | | | | | | | | 200 | | | 179 | | | 24 | |
2024 | | | | | | | | | 27 | | | 184 | | | 6 | |
Thereafter | | | | | | | | | 26 | | | 880 | | | 2 | |
Total | | | | | | | | | $ | 1,565 | | | $ | 1,691 | | | $ | 172 | |
|
| | | | | | | | | | | |
| Aircraft Commitments(a) | | Capacity Purchase Agreements (b) | | Aircraft Maintenance Deposits |
Remainder of 2019 | $ | 111 |
| | $ | 34 |
| | $ | 16 |
|
2020 | 504 |
| | 145 |
| | 73 |
|
2021 | 475 |
| | 166 |
| | 63 |
|
2022 | 333 |
| | 174 |
| | 54 |
|
2023 | 194 |
| | 179 |
| | 29 |
|
Thereafter | 36 |
| | 1,065 |
| | 10 |
|
Total | $ | 1,653 |
| | $ | 1,763 |
| | $ | 245 |
|
(a)Includes non-cancelable contractual commitments for aircraft and engines, aircraft maintenance and parts management.(b)Includes all non-aircraft lease costs associated with capacity purchase agreements. Subsequent to quarter end, Alaska entered into an agreement with SkyWest to defer a portion of 2020 payments.
| |
(a) | Includes non-cancelable contractual commitments for aircraft and engines, buyer furnished equipment, and aircraft maintenance and parts management. |
| |
(b) | Includes all non-aircraft lease costs associated with capacity purchase agreements. |
Subsequent to March 31, 2020, the Company renegotiated scheduled payments with certain lessors and vendor partners, including the reduction of minimum obligations and rates. The Company has also deferred the majority of remaining 2020 aircraft commitments, including those related to the B737 MAX9, to periods beyond 2020.
Aircraft Commitments
Aircraft purchase commitments include non-cancelable contractual commitments for aircraft and engines. As of September 30, 2019, the CompanyMarch 31, 2020, Alaska had commitments to purchase 32 B737 MAX9 aircraft, with contracted deliveries inbetween 2020 and 2023. As a result of the remainder ofgrounding order mandated by the FAA on March 13, 2019, through 2023.the delivery schedule for these MAX aircraft is subject to change. Future minimum contractual payments for these aircraft have been updated to reflect the most current anticipatedpossible delivery timing, for B737 MAX9 aircraft, which has been delayed as a result of the grounding order mandated by the FAA on March 13, 2019. The Companybut are also subject to change. Horizon also has commitments to purchase 3 E175 aircraft with deliveries in 2023 and2023. Alaska has cancelable purchase commitments for 30 Airbus A320neo aircraft with deliveries from 2023 through 2025. In addition, the CompanyAlaska has options to purchase 37 B737 MAX aircraft, from 2021 through 2024 and Horizon has options to purchase 30 E175 aircraft from 2021 through 2023. The Companyaircraft. Alaska also has the option to increase capacity flown by SkyWest with 8 additional E175 aircraft with deliveries after 2021. in 2022.
The cancelable purchase commitments and option payments are not reflected in the table above. Given the current COVID-19 pandemic, the Company is in discussion with aircraft manufacturers regarding these purchase commitments and delivery timelines.
Contingencies
The Company is a party to routine litigation matters incidental to its business and with respect to which no material liability is expected. Liabilities for litigation related contingencies are recorded when a loss is determined to be probable and estimable.
In 2015, three flight attendants filed a class action lawsuit seeking to represent all Virgin America flight attendants for damages based on alleged violations of California and City of San Francisco wage and hour laws. The court certified a class of approximately 1,800 flight attendants in November 2016. The Company believes the claims in this case are without factual and legal merit.
In July 2018, the Court granted in part Plaintiffs' motion for summary judgment, finding Virgin America, and Alaska Airlines, as a successor-in-interest to Virgin America, responsible for various damages and penalties sought by the class members. On February 4, 2019, the Court entered final judgment against Virgin America and Alaska Airlines in the amount of approximately $78 million. It did not award injunctive relief against Alaska Airlines.
The Company is seeking an appellate court ruling that the California laws on which the judgment is based are invalid as applied to national airlines pursuant to the U.S. Constitution and federal law and for other employment law and improper class certification reasons. The Company remains confident that a higher court will respect the federal preemption principles that were enacted to shield inter-state common carriers from a patchwork of state and local wage and hour regulations such as those at issue in this case and agree with the Company's other bases for appeal. For these reasons, no loss has been accrued.
The Company is involved in other litigation around the application of state and local employment laws, like many air carriers. Our defenses are similar to those identified above, including that the state and local laws are preempted by federal law and are unconstitutional because they impede interstate commerce. None of these additional disputes are material.
This forward-looking statement is based on management's current understanding of the relevant law and facts, and it is subject to various contingencies, including the potential costs and risks associated with litigation and the actions of judges and juries.
NOTE 8. SHAREHOLDERS' EQUITY
Common Stock Repurchase
In August 2015, the Board of Directors authorized a $1 billion share repurchase program. As of September 30, 2019,March 31, 2020, the Company has repurchased 6.77.6 million shares for $491$544 million under this program. In March 2020, the Company suspended the share repurchase program indefinitely.
Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss, net of tax (in millions):
| | | September 30, 2019 | | December 31, 2018 | | March 31, 2020 | | December 31, 2019 |
Related to marketable securities | $ | 10 |
| | $ | (11 | ) | Related to marketable securities | $ | 6 | | | $ | 9 | |
Related to employee benefit plans | (422 | ) | | (440 | ) | Related to employee benefit plans | (464) | | | (469) | |
Related to interest rate derivatives | (9 | ) | | 3 |
| Related to interest rate derivatives | (24) | | | (5) | |
Total | $ | (421 | ) | | $ | (448 | ) | Total | $ | (482) | | | $ | (465) | |
Earnings Per Share (EPS)
Diluted EPS is calculated by dividing net income by the average number of common shares outstanding plus the number of additional common shares that would have been outstanding assuming the exercise of in-the-money stock options and restricted stock units, using the treasury-stock method. For the three and nine months ended September 30,March 31, 2020 and 2019, and 2018, anti-dilutive shares excluded from the calculation of EPS were not material.
NOTE 9. OPERATING SEGMENT INFORMATION
Alaska Air Group has two operating airlines—Alaska (including Virgin America after the single operating certificate was received in January 2018) and Horizon. Each is regulated by the U.S. Department of Transportation’s Federal Aviation Administration. Alaska has CPAs for regional capacity with Horizon, as well as with third-party carriers, SkyWest and PenAir, under which Alaska receives all passenger revenues.
Under U.S. GAAP, operating segments are defined as components of a business for which there is discrete financial information that is regularly assessed by the Chief Operating Decision Maker (CODM) in making resource allocation decisions. Financial performance for the operating airlines and CPAs is managed and reviewed by the Company's CODM as part of 3 reportable operating segments:
| |
• | •Mainline - includes scheduled air transportation on Alaska's Boeing or Airbus jet aircraft for passengers and cargo throughout the U.S., and in parts of Canada, Mexico, and Costa Rica. •Regional - includes Horizon's and other third-party carriers’ scheduled air transportation for passengers across a shorter distance network within the U.S. under a CPA. This segment includes the actual revenues and expenses associated with regional flying, as well as an allocation of corporate overhead incurred by Air Group on behalf of the regional operations. •Horizon - includes the capacity sold to Alaska under CPA. Expenses include those typically borne by regional airlines such as crew costs, ownership costs and maintenance costs.
- includes scheduled air transportation on Alaska's Boeing or Airbus jet aircraft for passengers and cargo throughout the U.S., and in parts of Canada, Mexico, and Costa Rica.
|
| |
• | Regional - includes Horizon's and other third-party carriers’ scheduled air transportation for passengers across a shorter distance network within the U.S. under CPAs. This segment includes the actual revenues and expenses associated with regional flying, as well as an allocation of corporate overhead incurred by Air Group on behalf of the regional operations.
|
| |
• | Horizon - includes the capacity sold to Alaska under CPA. Expenses include those typically borne by regional airlines such as crew costs, ownership costs and maintenance costs.
|
The CODM makes resource allocation decisions for these reporting segments based on flight profitability data, aircraft type, route economics and other financial information.
The "Consolidating and Other" column reflects Air Group parent company activity, McGee Air Services, consolidating entries and other immaterial business units of the company. The “Air Group Adjusted” column represents a non-GAAP measure that is
used by the Company's CODM to evaluate performance and allocate resources. Adjustments are further explained below in reconciling to consolidated GAAP results.
Operating segment information is as follows (in millions):
| | | Three Months Ended September 30, 2019 | | Three Months Ended March 31, 2020 | |
| Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated | | Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated |
Operating revenues | | | | | | | | | | | | | | Operating revenues | | | | | | | | | | | | | |
Passenger revenues | $ | 1,850 |
| | $ | 361 |
| | $ | — |
| | $ | — |
| | $ | 2,211 |
| | $ | — |
| | $ | 2,211 |
| Passenger revenues | $ | 1,234 | | | $ | 247 | | | $ | — | | | $ | — | | | $ | 1,481 | | | $ | — | | | $ | 1,481 | |
CPA revenues | — |
| | — |
| | 112 |
| | (112 | ) | | — |
| | — |
| | — |
| CPA revenues | — | | | — | | | 105 | | | (105) | | | — | | | — | | | — | |
Mileage Plan other revenue | 107 |
| | 11 |
| | — |
| | — |
| | 118 |
| | — |
| | 118 |
| Mileage Plan other revenue | 98 | | | 11 | | | — | | | — | | | 109 | | | — | | | 109 | |
Cargo and other | 58 |
| | 1 |
| | — |
| | 1 |
| | 60 |
| | — |
| | 60 |
| Cargo and other | 44 | | | — | | | — | | | 2 | | | 46 | | | — | | | 46 | |
Total operating revenues | 2,015 |
| | 373 |
| | 112 |
| | (111 | ) | | 2,389 |
| | — |
| | 2,389 |
| Total operating revenues | 1,376 | | | 258 | | | 105 | | | (103) | | | 1,636 | | | — | | | 1,636 | |
Operating expenses | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | | | |
Operating expenses, excluding fuel | 1,226 |
| | 275 |
| | 94 |
| | (119 | ) | | 1,476 |
| | 5 |
| | 1,481 |
| Operating expenses, excluding fuel | 1,159 | | | 269 | | | 92 | | | (110) | | | 1,410 | | | 163 | | | 1,573 | |
Economic fuel | 411 |
| | 75 |
| | — |
| | — |
| | 486 |
| | — |
| | 486 |
| Economic fuel | 313 | | | 62 | | | — | | | — | | | 375 | | | 9 | | | 384 | |
Total operating expenses | 1,637 |
| | 350 |
| | 94 |
| | (119 | ) | | 1,962 |
| | 5 |
| | 1,967 |
| Total operating expenses | 1,472 | | | 331 | | | 92 | | | (110) | | | 1,785 | | | 172 | | | 1,957 | |
Nonoperating income (expense) | | | | | | | | | | | | | | Nonoperating income (expense) | | | | | | | | | | | | | |
Interest income | 17 |
| | — |
| | — |
| | (6 | ) | | 11 |
| | — |
| | 11 |
| Interest income | 14 | | | — | | | — | | | (5) | | | 9 | | | — | | | 9 | |
Interest expense | (18 | ) | | — |
| | (7 | ) | | 7 |
| | (18 | ) | | — |
| | (18 | ) | Interest expense | (12) | | | — | | | (5) | | | 4 | | | (13) | | | — | | | (13) | |
Interest capitalized | 4 |
| | — |
| | — |
| | — |
| | 4 |
| | — |
| | 4 |
| Interest capitalized | 3 | | | — | | | — | | | — | | | 3 | | | — | | | 3 | |
Other - net | (3 | ) | | — |
| | — |
| | — |
| | (3 | ) | | — |
| | (3 | ) | Other - net | 6 | | | — | | | — | | | (1) | | | 5 | | | — | | | 5 | |
Total nonoperating income (expense) | — |
| | — |
| | (7 | ) | | 1 |
| | (6 | ) | | — |
| | (6 | ) | Total nonoperating income (expense) | 11 | | | — | | | (5) | | | (2) | | | 4 | | | — | | | 4 | |
Income (loss) before income tax | $ | 378 |
| | $ | 23 |
| | $ | 11 |
| | $ | 9 |
| | $ | 421 |
| | $ | (5 | ) | | $ | 416 |
| Income (loss) before income tax | $ | (85) | | | $ | (73) | | | $ | 8 | | | $ | 5 | | | $ | (145) | | | $ | (172) | | | $ | (317) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2018 |
| Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated |
Operating revenues | | | | | | | | | | | | | |
Passenger revenues | $ | 1,727 |
| | $ | 316 |
| | $ | — |
| | $ | — |
| | $ | 2,043 |
| | $ | — |
| | $ | 2,043 |
|
CPA revenues | — |
| | — |
| | 128 |
| | (128 | ) | | — |
| | — |
| | — |
|
Mileage Plan other revenue | 104 |
| | 10 |
| | — |
| | — |
| | 114 |
| | — |
| | 114 |
|
Cargo and other | 53 |
| | — |
| | 2 |
| | — |
| | 55 |
| | — |
| | 55 |
|
Total operating revenues | 1,884 |
| | 326 |
| | 130 |
| | (128 | ) | | 2,212 |
| | — |
| | 2,212 |
|
Operating expenses | | | | | | | | | | | | | |
Operating expenses, excluding fuel | 1,126 |
| | 267 |
| | 118 |
| | (131 | ) | | 1,380 |
| | 22 |
| | 1,402 |
|
Economic fuel | 438 |
| | 70 |
| | — |
| | — |
| | 508 |
| | 5 |
| | 513 |
|
Total operating expenses | 1,564 |
| | 337 |
| | 118 |
| | (131 | ) | | 1,888 |
| | 27 |
| | 1,915 |
|
Nonoperating income (expense) | | | | | | | | | | | | | |
Interest income | 15 |
| | — |
| | — |
| | (4 | ) | | 11 |
| | — |
| | 11 |
|
Interest expense | (20 | ) | | — |
| | (6 | ) | | 4 |
| | (22 | ) | | — |
| | (22 | ) |
Interest capitalized | 4 |
| | — |
| | 1 |
| | — |
| | 5 |
| | — |
| | 5 |
|
Other - net | (5 | ) | | (2 | ) | | — |
| | — |
| | (7 | ) | | — |
| | (7 | ) |
Total nonoperating income (expense) | (6 | ) | | (2 | ) | | (5 | ) | | — |
| | (13 | ) | | — |
| | (13 | ) |
Income (loss) before income tax | $ | 314 |
| | $ | (13 | ) | | $ | 7 |
| | $ | 3 |
| | $ | 311 |
| | $ | (27 | ) | | $ | 284 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2019 | | | | | | | | | | | | |
| Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated |
Operating revenues | | | | | | | | | | | | | |
Passenger revenues | 1,422 | | | 294 | | | — | | | — | | | 1,716 | | | — | | | 1,716 | |
CPA revenues | — | | | — | | | 116 | | | (116) | | | — | | | — | | | — | |
Mileage Plan other revenue | 100 | | | 10 | | | — | | | — | | | 110 | | | — | | | 110 | |
Cargo and other | 48 | | | 1 | | | 1 | | | — | | | 50 | | | — | | | 50 | |
Total operating revenues | 1,570 | | | 305 | | | 117 | | | (116) | | | 1,876 | | | — | | | 1,876 | |
Operating expenses | | | | | | | | | | | | | |
Operating expenses, excluding fuel | 1,152 | | | 274 | | | 97 | | | (118) | | | 1,405 | | | 26 | | | 1,431 | |
Economic fuel | 358 | | | 66 | | | — | | | — | | | 424 | | | (4) | | | 420 | |
Total operating expenses | 1,510 | | | 340 | | | 97 | | | (118) | | | 1,829 | | | 22 | | | 1,851 | |
Nonoperating income (expense) | | | | | | | | | | | | | |
Interest income | 16 | | | — | | | — | | | (7) | | | 9 | | | — | | | 9 | |
Interest expense | (21) | | | — | | | (8) | | | 7 | | | (22) | | | — | | | (22) | |
Interest capitalized | 4 | | | — | | | — | | | — | | | 4 | | | — | | | 4 | |
Other - net | (10) | | | — | | | — | | | — | | | (10) | | | — | | | (10) | |
Total nonoperating income (expense) | (11) | | | — | | | (8) | | | — | | | (19) | | | — | | | (19) | |
Income (loss) before income tax | $ | 49 | | | $ | (35) | | | $ | 12 | | | $ | 2 | | | $ | 28 | | | $ | (22) | | | $ | 6 | |
| | | | | | | | | | | | | |
(a)Includes consolidating entries, Air Group parent company, McGee Air Services, and other immaterial business units.
(b)The Air Group Adjusted column represents the financial information that is reviewed by management to assess performance of operations and determine capital allocations and excludes certain income and charges.
(c)Includes merger-related costs, impairment charges associated with the impact of COVID-19 and mark-to-market fuel hedge accounting adjustments.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2019 |
| Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated |
Operating revenues | | | | | | | | | | | | | |
Passenger revenues | $ | 5,039 |
| | $ | 999 |
| | $ | — |
| | $ | — |
| | $ | 6,038 |
| | $ | — |
| | $ | 6,038 |
|
CPA revenues | — |
| | — |
| | 340 |
| | (340 | ) | | — |
| | — |
| | — |
|
Mileage Plan other revenue | 312 |
| | 34 |
| | — |
| | — |
| | 346 |
| | — |
| | 346 |
|
Cargo and other | 163 |
| | 2 |
| | 1 |
| | 3 |
| | 169 |
| | — |
| | 169 |
|
Total operating revenues | 5,514 |
| | 1,035 |
| | 341 |
| | (337 | ) | | 6,553 |
| | — |
| | 6,553 |
|
Operating expenses | | | | | | | | | | | | | |
Operating expenses, excluding fuel | 3,545 |
| | 817 |
| | 286 |
| | (353 | ) | | 4,295 |
| | 39 |
| | 4,334 |
|
Economic fuel | 1,191 |
| | 218 |
| | — |
| | — |
| | 1,409 |
| | (1 | ) | | 1,408 |
|
Total operating expenses | 4,736 |
| | 1,035 |
| | 286 |
| | (353 | ) | | 5,704 |
| | 38 |
| | 5,742 |
|
Nonoperating income (expense) | | | | | | | | | | | | | |
Interest income | 50 |
| | — |
| | — |
| | (19 | ) | | 31 |
| | — |
| | 31 |
|
Interest expense | (58 | ) | | — |
| | (22 | ) | | 20 |
| | (60 | ) | | — |
| | (60 | ) |
Interest capitalized | 11 |
| | — |
| | — |
| | — |
| | 11 |
| | — |
| | 11 |
|
Other - net | (20 | ) | | — |
| | — |
| | — |
| | (20 | ) | | — |
| | (20 | ) |
Total nonoperating income (expense) | (17 | ) | | — |
| | (22 | ) | | 1 |
| | (38 | ) | | — |
| | (38 | ) |
Income (loss) before income tax | $ | 761 |
| | $ | — |
| | $ | 33 |
| | $ | 17 |
| | $ | 811 |
| | $ | (38 | ) | | $ | 773 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2018 |
| Mainline | | Regional | | Horizon | | Consolidating & Other(a) | | Air Group Adjusted(b) | | Special Items(c) | | Consolidated |
Operating revenues | | | | | | | | | | | | | |
Passenger revenues | $ | 4,879 |
| | $ | 845 |
| | $ | — |
| | $ | — |
| | $ | 5,724 |
| | $ | — |
| | $ | 5,724 |
|
CPA revenues | — |
| | — |
| | 375 |
| | (375 | ) | | — |
| | — |
| | — |
|
Mileage Plan other revenue | 301 |
| | 28 |
| | — |
| | — |
| | 329 |
| | — |
| | 329 |
|
Cargo and other | 142 |
| | 1 |
| | 4 |
| | — |
| | 147 |
| | — |
| | 147 |
|
Total operating revenues | 5,322 |
| | 874 |
| | 379 |
| | (375 | ) | | 6,200 |
| | — |
| | 6,200 |
|
Operating expenses | | | | | | | | | | | | | |
Operating expenses, excluding fuel | 3,392 |
| | 755 |
| | 345 |
| | (378 | ) | | 4,114 |
| | 92 |
| | 4,206 |
|
Economic fuel | 1,237 |
| | 190 |
| | — |
| | — |
| | 1,427 |
| | (30 | ) | | 1,397 |
|
Total operating expenses | 4,629 |
| | 945 |
| | 345 |
| | (378 | ) | | 5,541 |
| | 62 |
| | 5,603 |
|
Nonoperating income (expense) | | | | | | | | | | | | | |
Interest income | 39 |
| | — |
| | — |
| | (10 | ) | | 29 |
| | — |
| | 29 |
|
Interest expense | (64 | ) | | — |
| | (16 | ) | | 9 |
| | (71 | ) | | — |
| | (71 | ) |
Interest capitalized | 12 |
| | — |
| | 2 |
| | — |
| | 14 |
| | — |
| | 14 |
|
Other - net | (9 | ) | | (11 | ) | | — |
| | — |
| | (20 | ) | | — |
| | (20 | ) |
Total nonoperating income (expense) | (22 | ) | | (11 | ) | | (14 | ) | | (1 | ) | | (48 | ) | | — |
| | (48 | ) |
Income (loss) before income tax | $ | 671 |
| | $ | (82 | ) | | $ | 20 |
| | $ | 2 |
| | $ | 611 |
| | $ | (62 | ) | | $ | 549 |
|
| |
(a) | Includes consolidating entries, Air Group parent company, McGee Air Services, and other immaterial business units. |
| |
(b) | The Air Group Adjusted column represents the financial information that is reviewed by management to assess performance of operations and determine capital allocations and excludes certain income and charges. |
| |
(c) | Includes merger-related costs, mark-to-market fuel-hedge accounting adjustments, and other special items. |
Total assets were as follows (in millions):
| | | | | | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Mainline | $ | 19,677 | | | $ | 19,207 | |
Horizon | 1,183 | | | 1,266 | |
Consolidating & Other | (7,497) | | | (7,480) | |
Consolidated | $ | 13,363 | | | $ | 12,993 | |
|
| | | | | | | |
| September 30, 2019 | | December 31, 2018 |
Mainline | $ | 19,129 |
| | $ | 16,853 |
|
Horizon | 1,231 |
| | 1,229 |
|
Consolidating & Other | (7,377 | ) | | (7,170 | ) |
Consolidated | $ | 12,983 |
| | $ | 10,912 |
|
NOTE 10. SUBSEQUENT EVENTS
On April 23, 2020, Alaska and Horizon finalized agreements with the U.S. Department of the Treasury and accepted full disbursement of funds through the Payroll Support Program (PSP) under the Coronavirus Aid, Relief and Economic Security (CARES) Act. McGee Air Services has also applied for PSP support but has yet to come to an agreement or received funds from the U.S. Department of the Treasury.
Under the PSP and associated agreements, Alaska and Horizon received $992 million to be used exclusively toward continuing to pay employee salaries, wages and benefits. Of this amount, $267 million takes the form of an unsecured senior term loan with a 10-year term, bearing an interest rate of 1% in years 1 through 5, and an interest rate equal to the Secured Overnight Financing Rate (SOFR) plus 2% in years 6 through 10. The loan is prepayable at par at any time. The PSP proceeds were deposited into an account which will be drawn down over time for payroll expenses. That account and the balance of the proceeds will serve as the only collateral for the loan. As additional taxpayer protection required under the PSP, the Company granted the Treasury Department 846,748 warrants to purchase Alaska Air Group (ALK) common stock at a strike price of $31.61, based on the closing price on April 9, 2020. The warrants are non-voting, freely transferable, may be settled as net shares or in cash at Alaska's option, and have a five year term.
As a condition to receiving PSP funds, Alaska and Horizon agreed to the following conditions:
•The Company must refrain from conducting involuntary furloughs or reducing employee rates of pay or benefits for non-officer employees through September 30, 2020;
•The Company is subject to maximum limitations on executive compensation for officers and employees who earned more than $425,000 in total compensation in 2019, extending through March 24, 2022;
•The Company is prohibited from repurchasing its common stock and from paying dividends on its common stock until September 30, 2021;
•Alaska and Horizon must maintain air service to markets they served as of March 1, 2020, through March 1, 2022 unless exempted by the Department of Transportation; and
•The Company must maintain certain internal controls and records, and provide any additional reporting required by the U.S. government, relating to PSP funding.
PSP funding will be recorded upon initial receipt as cash and cash equivalents, and subsequently reclassified as a contra-wage expense relative to the wages and benefits incurred by Alaska and Horizon. The Company will allocate the proceeds received from the Treasury in accordance with applicable accounting guidance and based on the consideration provided in the transaction.
In April, the Company also applied for loan funding available under the CARES Act. The Company expects to be eligible to access up to $1.1 billion in incremental funding, and is currently evaluating participation under the program.
| | |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our company, segment operations and the present business environment. MD&A is provided as a supplement to – and should be read in conjunction with – our consolidated financial statements and the accompanying notes. All statements in the following discussion that are not statements of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking statements in light of the risks referred to in this report’s introductory cautionary note and the risks mentioned in "Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018.2019, and as updated in our Form 8-K on May 5, 2020. The updated risk factors are also set forth herein in section Item 1A. "Risk Factors." This overview summarizes the MD&A, which includes the following sections:
•First Quarter Review—highlights from the first quarter of 2020 outlining some of the major events that happened during the period and how they affected our financial performance.
| |
• | Third•Results of Operations—an in-depth analysis of our revenues by segment and our expenses from a consolidated perspective for the three months ended March 31, 2020. To the extent material to the understanding of segment profitability, we more fully describe the segment expenses per financial statement line item. Financial and statistical data is also included here. This section includes forward-looking statements regarding our view of the remainder of 2020. Quarter Review—highlights from the third quarter of 2019 outlining some of the major events that happened during the period and how they affected our financial performance. |
| |
• | Results of Operations—an in-depth analysis of our revenues by segment and our expenses from a consolidated perspective for the three and nine months ended September 30, 2019. To the extent material to the understanding of segment profitability, we more fully describe the segment expenses per financial statement line item. Financial and statistical data is also included here. This section includes forward-looking statements regarding our view of the remainder of 2019.
|
| |
• | Liquidity and Capital Resources—an overview of our financial position, analysis of cash flows, and relevant contractual obligations and commitments.
|
THIRD
•Liquidity and Capital Resources—an overview of our financial position, analysis of cash flows, and relevant contractual obligations and commitments.
FIRST QUARTER REVIEW
COVID-19 Impacts and Response
The impacts of COVID-19 on our business have been unprecedented, and have presented us with some of the greatest challenges in our 88 year history. We experienced strong demand in January and February 2020. However, in March 2020 the cancellation of large public events, suspension of business travel, closure of popular tourist destinations and implementation of stay-at-home orders throughout the country drove demand for air travel to historic lows.
We are uncertain when, and at what rate, demand may return. Flown capacity for April was more than 80% below prior year, and cuts for May will also exceed 80%. Reductions in June are expected to be similar. Capacity reductions for the remainder of the year will be evaluated and shared as we monitor trends in demand. As a result of reduced capacity, we have parked 156 Mainline and 13 Horizon aircraft, including the permanent parking of 12 Mainline aircraft. We have also worked with SkyWest to suspend flying for eight aircraft and reduce minimum flying commitments for those aircraft that remain in service.
We have taken action to reduce costs and our overall cash burn. In March, we implemented a company-wide hiring freeze, reduced salaries of senior management, reduced management hours by 10%, and offered voluntary short-term and incentive leave programs to all employees. To date, over 5,000 employees have taken voluntary leave. We have reduced our monthly cash burn rate from approximately $400 million in March to $260 million in April. We are committed to reducing monthly cash burn to $200 million by June, and to break-even by the end of 2020. This will require difficult decisions for cost reduction and relies on some demand returning as well.
Throughout the crisis, our focus on safety has remained unchanged. In response to COVID-19, we have evaluated the many ways in which our guests and employees interact, and have implemented the following measures to ensure health and safety for all traveling:
•Implemented enhanced cleaning procedures on aircraft, including the use of high-grade, EPA-registered disinfectants and electrostatic sanitizing spray. Additionally, all planes are equipped with hospital-grade HEPA filters.
•Provided guests with a "Peace-of-Mind" waiver, allowing changes to ticketed travel without change or cancellation fees.
•Taken additional steps to ensure guest health and safety including limiting load factors and seat availability, and suspending or reducing most in-flight services.
•Announced a requirement for our employees to wear masks when they are working and unable to practice appropriate social distancing and for our guests while traveling on our aircraft, in line with Centers for Disease Control recommendations.
Subsequent to quarter end, we received $992 million in funding from the Payroll Support Program under the CARES Act. Of this total, more than $700 million is in the form of a grant which will be used to directly offset payroll expenses incurred through September 30, 2020.
We have also obtained financing of $875 million since the end of 2019. As of May 12, 2020, our cash and marketable securities balance was approximately $2.8 billion.
Financial Overview
Our consolidated pretax incomeloss was $416$317 million during the thirdfirst quarter of 2019,2020, compared to $284pretax profit of $6 million in the thirdfirst quarter of 2018.2019. The increase inshift to pretax profitloss was driven primarily by an increasea decrease in operating revenues of $177$240 million and a decreasestemming from the sharp decline in fuel expense of $27 million, offset bydemand and an increase in non-fuel operating expenses of $79$142 million, including $160 million in special charges from asset impairment, offset by a decrease in fuel expense of $36 million.
See “Results of Operations” below for further discussion of changes in revenues and operating expenses and our reconciliation of non-GAAP measures to the most directly comparable GAAP measure.
Shareholder Return
During the third quarter of 2019, we paid cash dividends of $43 million and repurchased 465,354 shares for $28 million.
Labor Update
In June 2019, we reached a tentative agreement with the Aircraft Mechanics Fraternal Association (AMFA) to integrate Airbus technicians into the collective bargaining agreement with Boeing technicians, as well as extend the term by two years. This tentative agreement was subsequently ratified by our technicians in July 2019. Also in June 2019, we reached a tentative agreement with the International Association of Machinists (IAM) for new five-year contracts for clerical, office, passenger service, ramp service and stores agents employees, which was subsequently ratified in September 2019. Both the IAM and AMFA agreements included signing bonuses and wage rate increases that were implemented in the third quarter. The annual impact of these contracts thereafter is expected to be approximately $50 million. During the third quarter, we recognized $24 million in one-time costs for both the AMFA and IAM agreements.
Income Taxes
In September 2019, the Internal Revenue Service clarified certain tax laws relating to bonus depreciation. The result of this clarification was a $10 million one-time decrease to our income tax expense in the third quarter.
Outlook
With the integration largely behind us, we are focused on improving our returns with the long-term goal of achieving 13% to 15% pretax margins over the business cycle. Current year revenue initiatives, including our Saver Fare product, are providing meaningful revenue growth. We continue to benefit from the full synergies expected as a result of the merger, with the full run rate expected by 2021. Through cross-fleeting we have moved larger gauge, lower unit cost aircraft into markets with high demand, which we anticipate will continue to benefit our results into 2020. This flexibility with our fleet allows us to evaluate all existing and potential new routes, including aircraft type, so that we can maximize our margins and provide the best network utility for our guests.
As we move through 2019, we continue to work on a number of notable guest experience projects. By year-end, we expect that more than half of our Mainline fleet will be equipped with high-speed satellite Wi-Fi, and that more than half of our Airbus fleet will be retrofitted with updated cabin interiors. These important projects will provide our guests with a more cohesive and connected Alaska experience. In July, we opened our new flagship lounge in the North Satellite of Sea-Tac Airport, and are working closely with the Port of Seattle to open a state-of-the-art 20-gate North Satellite Concourse by Summer 2021. During the third quarter, we also began work on our new lounge at San Francisco International Airport, which is expected to open in early 2020. These projects, along with our ongoing rotation of on-board menu offerings, refreshed aircraft interiors, and expanded and updated airport lounges, demonstrates our commitment to providing our guests more options and significant value. Combined, we expect our revenue initiatives and synergies will contribute $330 million of revenue in 2019.
We expect to grow our combined network capacity by approximately 2.1% in 2019, and approximately 3% - 4% in 2020. Current schedules indicate competitive capacity will increase by approximately 2% in the fourth quarter of 2019, and increase approximately 4% in the first quarter of 2020. We believe that our product, operation, engaged employees, award-winning service, and competitive Mileage Plan™ program, combined with our strong balance sheet and focus on low costs, give us a competitive advantage in our markets.
Other events
On November 6, 2019, the Board of Directors of Horizon Air elected Joseph A. Sprague to serve as President of Horizon Air, effective immediately. Mr. Sprague previously retired from Alaska Airlines after serving at the company for 17 years in a variety of key leadership positions, including senior vice president of external relations, vice president of marketing and vice president of Alaska Air Cargo. Mr. Sprague will succeed Gary L. Beck who has been elected by the Board of Directors of Alaska Airlines to serve as Executive Vice President and Chief Operating Officer of Alaska, effective immediately. Prior to his time at Horizon Air, Mr. Beck was vice president of Alaska’s flight operations division from 2008 to 2015. Mr. Beck will report to Ben Minicucci, who will continue to serve as Alaska’s President. Both Mr. Sprague and Mr. Beck will serve on the Company’s Executive Committee.
RESULTS OF OPERATIONS
ADJUSTED (NON-GAAP) RESULTS AND PER-SHARE AMOUNTS
We believe disclosure of earnings excluding the impact of impairment and other charges, merger-related costs, mark-to-market gains or losses or other individual special revenues or expenses is useful information to investors because:
•By excluding fuel expense and certain special items (including impairment charges and merger-related costs) from our unit metrics, we believe that we have better visibility into the results of operations and our non-fuel cost initiatives. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can lead to a significant improvement in operating results. In addition, we believe that all domestic carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management (and thus investors) to understand the impact of (and trends in) company-specific cost drivers, such as labor rates and productivity, airport costs, maintenance costs, etc., which are more controllable by management.
•Cost per ASM (CASM) excluding fuel and certain special items, such as impairment charges and merger-related costs, is one of the most important measures used by management and by the Air Group Board of Directors in assessing quarterly and annual cost performance.
•Adjusted income before income tax and CASM excluding fuel (and other items as specified in our plan documents) are important metrics for the employee annual cash incentive plan, which covers the majority of employees within the Air Group organization.
•CASM excluding fuel and certain special items is a measure commonly used by industry analysts and we believe it is an important metric by which they compare our airlines to others in the industry. The measure is also the subject of frequent questions from investors.
•Disclosure of the individual impact of certain noted items provides investors the ability to measure and monitor performance both with and without these special items. We believe that disclosing the impact of certain items, such as impairment charges, merger-related costs, and mark-to-market hedging adjustments, is important because it provides information on significant items that are not necessarily indicative of future performance. Industry analysts and investors consistently measure our performance without these items for better comparability between periods and among other airlines.
•Although we disclose our unit revenues, we do not (nor are we able to) evaluate unit revenues excluding the impact that changes in fuel costs have had on ticket prices. Fuel expense represents a large percentage of our total operating expenses. Fluctuations in fuel prices often drive changes in unit revenues in the mid-to-long term. Although we believe it is useful to evaluate non-fuel unit costs for the reasons noted above, we would caution readers of these financial statements not to place undue reliance on unit costs excluding fuel as a measure or predictor of future profitability because of the significant impact of fuel costs on our business.
Although we are presenting these non-GAAP amounts for the reasons above, investors and other readers should not necessarily conclude that these amounts are non-recurring, infrequent, or unusual in nature.
OPERATING STATISTICS SUMMARY (unaudited)
Below are operating statistics we use to measure operating performance. We often refer to unit revenues and adjusted unit costs, which are non-GAAP measures.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | | | | | |
| 2020 | | 2019 | | Change | | | | | | |
Consolidated Operating Statistics:(a) | | | | | | | | | | | |
Revenue passengers (000) | 8,932 | | 10,417 | | (14.3)% | | | | | | |
RPMs (000,000) "traffic" | 10,656 | | 12,449 | | (14.4)% | | | | | | |
ASMs (000,000) "capacity" | 15,304 | | 15,508 | | (1.3)% | | | | | | |
Load factor | 69.6% | | 80.3% | | (10.7) pts | | | | | | |
Yield | 13.90¢ | | 13.78¢ | | 0.9% | | | | | | |
RASM | 10.69¢ | | 12.10¢ | | (11.7)% | | | | | | |
CASM excluding fuel and special items(b) | 9.22¢ | | 9.06¢ | | 1.8% | | | | | | |
Economic fuel cost per gallon(b) | $1.93 | | $2.13 | | (9.4)% | | | | | | |
Fuel gallons (000,000) | 194 | | 199 | | (2.5)% | | | | | | |
ASMs per fuel gallon | 78.9 | | 77.9 | | 1.3% | | | | | | |
Average full-time equivalent employees (FTEs) | 22,473 | | 21,832 | | 2.9% | | | | | | |
Mainline Operating Statistics: | | | | | | | | | | | |
Revenue passengers (000) | 6,675 | | 7,864 | | (15.1)% | | | | | | |
RPMs (000,000) "traffic" | 9,582 | | 11,172 | | (14.2)% | | | | | | |
ASMs (000,000) "capacity" | 13,697 | | 13,874 | | (1.3)% | | | | | | |
Load factor | 70.0% | | 80.5% | | (10.5) pts | | | | | | |
Yield | 12.88¢ | | 12.73¢ | | 1.2% | | | | | | |
RASM | 10.05¢ | | 11.31¢ | | (11.1)% | | | | | | |
CASM excluding fuel and special items(b) | 8.46¢ | | 8.30¢ | | 1.9% | | | | | | |
Economic fuel cost per gallon(b) | $1.92 | | $2.12 | | (9.4)% | | | | | | |
Fuel gallons (000,000) | 163 | | 169 | | (3.6)% | | | | | | |
ASMs per fuel gallon | 84.0 | | 82.1 | | 2.3% | | | | | | |
Average FTEs | 16,818 | | 16,457 | | 2.2% | | | | | | |
Aircraft utilization | 10.1 | | 10.4 | | (2.9)% | | | | | | |
Average aircraft stage length | 1,306 | | 1,304 | | 0.2% | | | | | | |
Operating fleet(d) | 225 | | 237 | | (12) a/c | | | | | | |
Regional Operating Statistics:(c) | | | | | | | | | | | |
Revenue passengers (000) | 2,257 | | 2,553 | | (11.6)% | | | | | | |
RPMs (000,000) "traffic" | 1,074 | | 1,277 | | (15.9)% | | | | | | |
ASMs (000,000) "capacity" | 1,607 | | 1,634 | | (1.7)% | | | | | | |
Load factor | 66.8% | | 78.2% | | (11.4 pts | ) | | | | | | |
Yield | 23.04¢ | | 23.03¢ | | —% | | | | | | |
RASM | 16.09¢ | | 18.68¢ | | (13.9)% | | | | | | |
Operating fleet | 94 | | 93 | | 1 a/c | | | | | | |
(a)Except for FTEs, data includes information related to third-party regional capacity purchase flying arrangements.
(b)See reconciliation of this non-GAAP measure to the most directly related GAAP measure in the accompanying pages.
(c)Data presented includes information related to flights operated by Horizon and third-party carriers.
(d)Excludes 12 aircraft permanently parked in March 2020.
|
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2019 | | 2018 | | Change | | 2019 | | 2018 | | Change |
Consolidated Operating Statistics:(a) | | | | | | | | | | | |
Revenue passengers (000) | 12,574 | | 12,128 | | 3.7% | | 35,018 | | 34,685 | | 1.0% |
RPMs (000,000) "traffic" | 15,026 | | 14,386 | | 4.4% | | 42,113 | | 41,272 | | 2.0% |
ASMs (000,000) "capacity" | 17,519 | | 16,943 | | 3.4% | | 50,006 | | 49,256 | | 1.5% |
Load factor | 85.8% | | 84.9% | | 0.9 pts | | 84.2% | | 83.8% | | 0.4 pts |
Yield | 14.71¢ | | 14.20¢ | | 3.6% | | 14.34¢ | | 13.87¢ | | 3.4% |
RASM | 13.64¢ | | 13.05¢ | | 4.5% | | 13.10¢ | | 12.59¢ | | 4.1% |
CASM excluding fuel and special items(b) | 8.43¢ | | 8.15¢ | | 3.4% | | 8.59¢ | | 8.35¢ | | 2.9% |
Economic fuel cost per gallon(b) | $2.13 | | $2.33 | | (8.6)% | | $2.18 | | $2.26 | | (3.5)% |
Fuel gallons (000,000) | 227 | | 218 | | 4.1% | | 646 | | 631 | | 2.4% |
ASMs per fuel gallon | 77.2 | | 77.7 | | (0.6)% | | 77.4 | | 78.1 | | (0.9)% |
Average full-time equivalent employees (FTEs) | 22,247 | | 21,804 | | 2.0% | | 22,000 | | 21,575 | | 2.0% |
Mainline Operating Statistics: | | | | | | | | | | | |
Revenue passengers (000) | 9,655 | | 9,435 | | 2.3% | | 26,725 | | 27,107 | | (1.4)% |
RPMs (000,000) "traffic" | 13,538 | | 13,096 | | 3.4% | | 37,917 | | 37,677 | | 0.6% |
ASMs (000,000) "capacity" | 15,702 | | 15,343 | | 2.3% | | 44,816 | | 44,730 | | 0.2% |
Load factor | 86.2% | | 85.4% | | 0.8 pts | | 84.6% | | 84.2% | | 0.4 pts |
Yield | 13.66¢ | | 13.18¢ | | 3.6% | | 13.29¢ | | 12.95¢ | | 2.6% |
RASM | 12.83¢ | | 12.28¢ | | 4.5% | | 12.30¢ | | 11.90¢ | | 3.4% |
CASM excluding fuel and special items(b) | 7.81¢ | | 7.34¢ | | 6.4% | | 7.91¢ | | 7.58¢ | | 4.4% |
Economic fuel cost per gallon(b) | $2.13 | | $2.32 | | (8.2)% | | $2.17 | | $2.25 | | (3.6)% |
Fuel gallons (000,000) | 193 | | 189 | | 2.1% | | 549 | | 549 | | —% |
ASMs per fuel gallon | 81.4 | | 81.2 | | 0.2% | | 81.6 | | 81.5 | | 0.1% |
Average FTEs | 16,789 | | 16,499 | | 1.8% | | 16,599 | | 16,330 | | 1.6% |
Aircraft utilization | 11.3 | | 11.4 | | (0.9)% | | 10.9 | | 11.4 | | (4.4)% |
Average aircraft stage length | 1,281 | | 1,291 | | (0.8)% | | 1,298 | | 1,293 | | 0.4% |
Operating fleet | 238 | | 231 | | 7 a/c | | 238 | | 231 | | 7 a/c |
Regional Operating Statistics:(c) | | | | | | | | | | | |
Revenue passengers (000) | 2,919 | | 2,693 | | 8.4% | | 8,293 | | 7,578 | | 9.4% |
RPMs (000,000) "traffic" | 1,488 | | 1,290 | | 15.3% | | 4,196 | | 3,595 | | 16.7% |
ASMs (000,000) "capacity" | 1,817 | | 1,600 | | 13.6% | | 5,190 | | 4,526 | | 14.7% |
Load factor | 81.9% | | 80.6% | | 1.3 pts | | 80.8% | | 79.4% | | 1.4 pts |
Yield | 24.23¢ | | 24.50¢ | | (1.1)% | | 23.81¢ | | 23.49¢ | | 1.4% |
RASM | 20.51¢ | | 20.41¢ | | 0.5% | | 19.93¢ | | 19.32¢ | | 3.2% |
Operating fleet | 94 | | 89 | | 5 a/c | | 94 | | 89 | | 5 a/c |
| |
(a) | Except for FTEs, data includes information related to third-party regional capacity purchase flying arrangements. |
| |
(b) | See reconciliation of this non-GAAP measure to the most directly related GAAP measure in the accompanying pages. |
| |
(c) | Data presented includes information related to flights operated by Horizon and third-party carriers. |
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2019MARCH 31, 2020 TO THREE MONTHS ENDED SEPTEMBER 30, 2018MARCH 31, 2019
Our consolidated net incomeloss for the three months ended September 30, 2019March 31, 2020 was $322$232 million, or $2.60$1.87 per diluted share, compared to net income of $217$4 million, or $1.75$0.03 per diluted share, for the three months ended September 30, 2018.
March 31, 2019.
Excluding the impact of impairment and other charges, merger-related costs and mark-to-market fuel hedge adjustments, our adjusted net incomeloss for the thirdfirst quarter of 20192020 was $326$102 million, or $2.63$0.82 per diluted share, compared to an adjusted net income of $237$21 million, or $1.91$0.17 per diluted share, in the thirdfirst quarter of 2018.2019. The following tables reconcile our adjusted net income and adjusted earnings per diluted share (EPS) to amounts as reported in accordance with GAAP:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | | | 2019 | | |
(in millions, except per share amounts) | Dollars | | Diluted EPS | | Dollars | | Diluted EPS |
GAAP net income (loss) and diluted EPS | $ | (232) | | | $ | (1.87) | | | $ | 4 | | | $ | 0.03 | |
Mark-to-market fuel hedge adjustments | 9 | | | 0.07 | | | (4) | | | (0.03) | |
Special items - impairment charges and other | 160 | | | 1.29 | | | — | | | — | |
Special items - merger-related costs | 3 | | | 0.02 | | | 26 | | | 0.21 | |
| | | | | | | |
Income tax effect of reconciling items above | (42) | | | (0.33) | | | (5) | | | (0.04) | |
Non-GAAP adjusted net income (loss) and diluted EPS | $ | (102) | | | $ | (0.82) | | | $ | 21 | | | $ | 0.17 | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2019 | | 2018 |
(in millions, except per share amounts) | Dollars | | Diluted EPS | | Dollars | | Diluted EPS |
GAAP net income and diluted EPS | $ | 322 |
| | $ | 2.60 |
| | $ | 217 |
| | $ | 1.75 |
|
Mark-to-market fuel hedge adjustments | — |
| | — |
| | 5 |
| | 0.04 |
|
Special items - merger-related costs | 5 |
| | 0.04 |
| | 22 |
| | 0.18 |
|
Income tax effect of reconciling items above | (1 | ) | | (0.01 | ) | | (7 | ) | | (0.06 | ) |
Non-GAAP adjusted net income and diluted EPS | $ | 326 |
| | $ | 2.63 |
| | $ | 237 |
| | $ | 1.91 |
|
CASM reconciliation is summarized below:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
(in cents) | 2020 | | 2019 | | % Change |
Consolidated: | | | | | |
CASM | 12.79 | ¢ | | 11.94 | ¢ | | 7 | % |
Less the following components: | | | | | | |
Aircraft fuel, including hedging gains and losses | 2.51 | | | 2.71 | | | (7) | % |
Special items - merger-related costs | 0.02 | | | 0.17 | | | (88) | % |
Special items - impairment charges and other | 1.04 | | | — | | | NM | |
| | | | | |
CASM excluding fuel and special items | 9.22 | ¢ | | 9.06 | ¢ | | 2 | % |
| | | | | |
Mainline: | | | | | |
CASM | 11.55 | ¢ | | 11.04 | ¢ | | 5 | % |
Less the following components: | | | | | | |
Aircraft fuel, including hedging gains and losses | 2.35 | | | 2.55 | | | (8) | % |
Special items - merger-related costs | 0.02 | | | 0.19 | | | (89) | % |
| | | | | |
Special items - impairment charges and other | 0.72 | | | — | | | NM | |
CASM excluding fuel and special items | 8.46 | ¢ | | 8.30 | ¢ | | 2 | % |
|
| | | | | | | | | | |
| Three Months Ended September 30, |
(in cents) | 2019 | | 2018 | | % Change |
Consolidated: | | | | | |
CASM |
| 11.23 | ¢ | |
| 11.30 | ¢ | | (1 | )% |
Less the following components: | | | |
| | |
Aircraft fuel, including hedging gains and losses | 2.77 |
| | 3.02 |
| | (8 | )% |
Special items - merger-related costs | 0.03 |
| | 0.13 |
| | (77 | )% |
CASM excluding fuel and special items |
| 8.43 | ¢ | |
| 8.15 | ¢ | | 3 | % |
| | | | | |
Mainline: | | | | | |
CASM |
| 10.46 | ¢ | |
| 10.37 | ¢ | | 1 | % |
Less the following components: | | | |
| | |
Aircraft fuel, including hedging gains and losses | 2.62 |
| | 2.89 |
| | (9 | )% |
Special items - merger-related costs | 0.03 |
| | 0.14 |
| | (79 | )% |
CASM excluding fuel and special items |
| 7.81 | ¢ | |
| 7.34 | ¢ | | 6 | % |
OPERATING REVENUES
Total operating revenues increased $177decreased $240 million, or 8%13%, during the thirdfirst quarter of 20192020 compared to the same period in 2018.2019. The changes are summarized in the following table:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
(in millions) | 2020 | | 2019 | | % Change |
Passenger revenue | $ | 1,481 | | | $ | 1,716 | | | (14) | % |
Mileage Plan other revenue | 109 | | | 110 | | | (1) | % |
Cargo and other | 46 | | | 50 | | | (8) | % |
Total operating revenues | $ | 1,636 | | | $ | 1,876 | | | (13) | % |
|
| | | | | | | | | | |
| Three Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Passenger revenue | $ | 2,211 |
| | $ | 2,043 |
| | 8 | % |
Mileage Plan other revenue | 118 |
| | 114 |
| | 4 | % |
Cargo and other | 60 |
| | 55 |
| | 9 | % |
Total operating revenues | $ | 2,389 |
| | $ | 2,212 |
| | 8 | % |
Passenger Revenue
On a consolidated basis, Passenger revenue for the thirdfirst quarter of 2020 decreased by $235 million, or 14%, on a 14% decline in traffic. Decreased revenue year-over-year is primarily due to the near complete loss of demand and unprecedented close-in cancellations in March 2020 due to the COVID-19 pandemic. January and February 2020 unit revenues and load factors of 80% and 81%, respectively, were in-line with our original expectations. The loss of demand in March 2020, however, led to a decrease in load factor of 38 points as compared to March 2019 increasedon a 12% year-over-year capacity reduction.
Cargo and Other Revenue
On a consolidated basis, Cargo and other revenue for the first quarter of 2020 decreased by $168$4 million, or 8%, on a 3.6% increase in yield and a 3.4% increase in traffic.as compared to the same prior year period. The increase in yielddecrease is primarily a result of current year revenue initiatives, implementeddue to freighter outages in January 2020, as a broader plan to drive revenue growth, realized synergies from our acquisition of Virgin America, and a 16% increase in premium seat revenue, including First and Premium class product offerings. Increased traffic was driven by new routes andwell as schedule reductions on passenger aircraft, added to our fleet since the third quarter of 2018.reducing total belly cargo capacity.
OPERATING EXPENSES
Total operating expenses increased $52$106 million, or 3%6%, compared to the thirdfirst quarter of 2018.2019. We believe it is useful to summarize operating expenses as follows, which is consistent with the way expenses are reported internally and evaluated by management:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
(in millions) | 2020 | | 2019 | | % Change |
Fuel expense | $ | 384 | | | $ | 420 | | | (9) | % |
Non-fuel operating expenses, excluding special items | 1,410 | | | 1,405 | | | — | % |
Special items - merger-related costs | 3 | | | 26 | | | (88) | % |
| | | | | |
Special items - impairment charges and other | 160 | | | — | | | NM | |
Total operating expenses | $ | 1,957 | | | $ | 1,851 | | | 6 | % |
|
| | | | | | | | | | |
| Three Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Fuel expense | $ | 486 |
| | $ | 513 |
| | (5 | )% |
Non-fuel operating expenses, excluding special items | 1,476 |
| | 1,380 |
| | 7 | % |
Special items - merger-related costs | 5 |
| | 22 |
| | (77 | )% |
Total operating expenses | $ | 1,967 |
| | $ | 1,915 |
| | 3 | % |
Fuel Expense
Aircraft fuel expense includes raw fuel expense (as defined below) plus the effect of mark-to-market adjustments to our fuel hedge portfolio as the value of that portfolio increases and decreases. Our aircraft fuel expense can be volatile because it includes these gains or losses in the value of the underlying instrument as crude oil prices and refining margins increase or decrease. Raw fuel expense is defined as the price that we generally pay at the airport, or the “into-plane” price, including taxes and fees. Raw fuel prices are impacted by world oil prices and refining costs, which can vary by region in the U.S. Raw fuel expense approximates cash paid to suppliers and does not reflect the effect of our fuel hedges.
Aircraft fuel expense decreased $27$36 million, or 5%9%, compared to the thirdfirst quarter of 2018.2019. The elements of the change are illustrated in the following table:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| 2020 | | | | 2019 | | |
(in millions, except for per gallon amounts) | Dollars | | Cost/Gal | | Dollars | | Cost/Gal |
Raw or "into-plane" fuel cost | $ | 370 | | | $ | 1.91 | | | $ | 421 | | | $ | 2.11 | |
(Gains) losses on settled hedges | 5 | | | 0.02 | | | 3 | | | 0.02 | |
Consolidated economic fuel expense | 375 | | | 1.93 | | | $ | 424 | | | $ | 2.13 | |
Mark-to-market fuel hedge adjustments | 9 | | | 0.05 | | | (4) | | | (0.02) | |
GAAP fuel expense | $ | 384 | | | $ | 1.98 | | | $ | 420 | | | $ | 2.11 | |
Fuel gallons | 194 | | | | | 199 | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2019 | | 2018 |
(in millions, except for per gallon amounts) | Dollars | | Cost/Gal | | Dollars | | Cost/Gal |
Raw or "into-plane" fuel cost | $ | 481 |
| | $ | 2.11 |
| | $ | 520 |
| | $ | 2.38 |
|
(Gains) losses on settled hedges | 5 |
| | 0.02 |
| | (12 | ) | | (0.05 | ) |
Consolidated economic fuel expense | 486 |
| | 2.13 |
| | $ | 508 |
| | $ | 2.33 |
|
Mark-to-market fuel hedge adjustments | — |
| | — |
| | 5 |
| | 0.02 |
|
GAAP fuel expense | $ | 486 |
| | $ | 2.13 |
| | $ | 513 |
| | $ | 2.35 |
|
Fuel gallons | 227 |
| | | | 218 |
| | |
Raw fuel expense per gallon for the three months ended September 30, 2019March 31, 2020 decreased by approximately 11%9% due to lower West Coast jet fuel prices. West Coast jet fuel prices are impacted by both the price of crude oil and refining margins associated with the conversion of crude oil to jet fuel. The decrease in raw fuel price per gallon during the thirdfirst quarter of 20192020 was primarily driven by a 19%17% decrease in crude oil prices partially offset byand a 4% increase37% decrease in refining margins, when compared to the prior year. Fuel gallons consumed increasedCrude oil prices have been dramatically impacted by 9the COVID-19 pandemic and the related reduction in demand. The decrease is also due to a year-over-year decline in consumption of 5 million gallons, or 4%3%, primarily due to increased capacity.on reduced March 2020 flying.
We also evaluate economic fuel expense, which we define as raw fuel expense adjusted for the cash we receive from, or pay to, hedge counterparties for hedges that settle during the period, and for the premium expense that we paid for those contracts. A key difference between aircraft fuel expense and economic fuel expense is the timing of gain or loss recognition on our hedge portfolio. When we refer to economic fuel expense, we include gains and losses only when they are realized for those contracts that were settled during the period based on their original contract terms. We believe this is the best measure of the effect that fuel prices are currently having on our business as it most closely approximates the net cash outflow associated with purchasing
fuel for our operations. Accordingly, many industry analysts evaluate our results using this measure, and it is the basis for most internal management reporting and incentive pay plans.
Losses recognized for hedges that settled during the thirdfirst quarter were $5 million in 2019,2020, compared to gainslosses of $12$3 million in the same period in 2018.2019. These amounts represent cash received from hedges at settlement, offset by cash paid for premium expense. We expect our economic fuel cost per gallon in the second quarter to range between $1.10 and $1.15 per gallon on a significant decrease in consumption as compared to the prior year period.
Non-fuel Expenses
The table below provides the reconciliation of the operating expense line items, excluding fuel and special items. Significant operating expense variances from 20182019 are more fully described below. | | | Three Months Ended September 30, | | Three Months Ended March 31, | |
(in millions) | 2019 | | 2018 | | % Change | (in millions) | 2020 | | 2019 | | % Change |
Wages and benefits | $ | 608 |
| | $ | 549 |
| | 11 | % | Wages and benefits | $ | 612 | | | $ | 557 | | | 10 | % |
Variable incentive pay | 46 |
| | 27 |
| | 70 | % | Variable incentive pay | 7 | | | 35 | | | (80) | % |
Aircraft maintenance | 106 |
| | 107 |
| | (1 | )% | Aircraft maintenance | 115 | | | 120 | | | (4) | % |
Aircraft rent | 82 |
| | 82 |
| | — | % | Aircraft rent | 81 | | | 83 | | | (2) | % |
Landing fees and other rentals | 143 |
| | 135 |
| | 6 | % | Landing fees and other rentals | 131 | | | 132 | | | (1) | % |
Contracted services | 72 |
| | 70 |
| | 3 | % | Contracted services | 72 | | | 72 | | | — | % |
Selling expenses | 77 |
| | 79 |
| | (3 | )% | Selling expenses | 55 | | | 72 | | | (24) | % |
Depreciation and amortization | 106 |
| | 99 |
| | 7 | % | Depreciation and amortization | 108 | | | 106 | | | 2 | % |
Food and beverage service | 57 |
| | 53 |
| | 8 | % | Food and beverage service | 49 | | | 49 | | | — | % |
Third-party regional carrier expense | 42 |
| | 38 |
| | 11 | % | Third-party regional carrier expense | 37 | | | 41 | | | (10) | % |
Other | 137 |
| | 141 |
| | (3 | )% | Other | 143 | | | 138 | | | 4 | % |
Total non-fuel operating expenses, excluding special items | $ | 1,476 |
| | $ | 1,380 |
| | 7 | % | Total non-fuel operating expenses, excluding special items | $ | 1,410 | | | $ | 1,405 | | | — | % |
Wages and Benefits
Wages and benefits increased during the thirdfirst quarter of 20192020 by $59$55 million, or 11%10%, compared to 2018.2019. The primary components of Wages and benefits are shown in the following table:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
(in millions) | 2020 | | 2019 | | % Change |
Wages | $ | 453 | | | $ | 424 | | | 7 | % |
Pension - Defined benefit plans service cost | 13 | | | 10 | | | 30 | % |
Defined contribution plans | 38 | | | 31 | | | 23 | % |
Medical and other benefits | 76 | | | 63 | | | 21 | % |
Payroll taxes | 32 | | | 29 | | | 10 | % |
Total wages and benefits | $ | 612 | | | $ | 557 | | | 10 | % |
|
| | | | | | | | | | |
| Three Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Wages | $ | 460 |
| | $ | 412 |
| | 12 | % |
Pension—Defined benefit plans service cost | 10 |
| | 12 |
| | (17 | )% |
Defined contribution plans | 34 |
| | 30 |
| | 13 | % |
Medical and other benefits | 71 |
| | 65 |
| | 9 | % |
Payroll taxes | 33 |
| | 30 |
| | 10 | % |
Total wages and benefits | $ | 608 |
| | $ | 549 |
| | 11 | % |
Wages increased $48$29 million, or 12%7%, on a 2%3% growth in FTEs. The increase is primarily due to the recognition of approximately $24 million during the quarter in one-time costs following the ratification of the AMFA and IAM contracts, as well as the impact of increased wage rates following the mid-2019 ratification of new contracts for our labor groups as compared toemployees represented by the prior year period.Aircraft Mechanics Fraternal Association and International Association of Machinists.
Medical and other benefits expense increased $6$13 million, or 9%21%, primarily due to increased volume of high-dollar value medical claims as compared to the prior-year period, and an overall costcontinued increase in medical services and products.
Variable Incentive Pay
Variable incentive pay expense increased $19 million, or 70%, during the third quarter of 2019 compared to the same period in 2018. The increase is primarily the result of adjustments taken in the third quarter of 2018 to revise the estimate of full year performance-based pay based on tracking in relation to 2018 goals.
Landing fees and other rentals
Landing fees and other rental expense increased by $8 million, or 6%, during the third quarter of 2019 compared to the same period in 2018. The increase is primarily due to an increase in capacity of 3.4% as compared to the prior year period, as well as rate increases at many of our West Coast airports, including our hub airports.
Depreciation and Amortization
Depreciation and amortization increased by $7 million, or 7%, during the third quarter of 2019 compared to the same period in 2018, primarily due to the addition of 14 owned E175s and six owned B737-900ERs to our fleet since the third quarter of 2018.
Special Items - Merger-related Costs
We recorded special items of $5 million in the third quarter of 2019 for merger-related costs associated with our acquisition of Virgin America, compared to $22 million in the same period of 2018. Costs incurred in the third quarter of 2019 are primarily a result of certain technology integration costs.
ADDITIONAL SEGMENT INFORMATION
Refer to Note 9 of the consolidated financial statements for a detailed description of each segment. Below is a summary of each segment's profitability.
Mainline
Mainline recorded pretax profit of $378 million in the third quarter of 2019, compared to $314 million in the third quarter of 2018. The $64 million increase in pretax profit was primarily driven by a $123 million increase in Passenger revenues and a $27 million decrease in economic fuel cost, partially offset by a $100 million increase in non-fuel operating expenses.
The increase in Mainline passenger revenue for the third quarter of 2019 was primarily driven by the impact of our revenue initiatives and synergies, as well as continued improvement in our trans-con markets as compared to the prior year.
Lower raw fuel prices, partially offset by a slight increase in gallons consumed, drove the decrease in Mainline fuel expense. Non-fuel operating expenses increased due to higher wages and benefits as a result of new wage rates and signing bonuses following the ratification of the AMFA and IAM contracts, increased variable pay expense as described further above, and higher aircraft ownership costs as we continue to add to our Mainline fleet.
Regional
Regional operations generated a pretax profit of $23 million in the third quarter of 2019, compared to a pretax loss of $13 million in the third quarter of 2018. The shift to pretax profit was attributable to a $47 million increase in operating revenues, partially offset by a $5 million increase in fuel costs and an $8 million increase in non-fuel operating expenses.
Regional passenger revenue increased 14% compared to the third quarter of 2018, primarily driven by a 14% increase in capacity. The increase in capacity is due to an increase in departures from new E175 deliveries, and an increase in average aircraft stage length.
The increase in non-fuel operating expenses is primarily due to the 14% increase in capacity.
Horizon
Horizon achieved a pretax profit of $11 million in the third quarter of 2019, compared to a pretax profit of $7 million in the third quarter of 2018. Increased profit is primarily due to a reduction in operating costs on higher productivity, combined with increased flying over the prior year.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2019 TO NINE MONTHS ENDED SEPTEMBER 30, 2018
Our consolidated net income for the nine months ended September 30, 2019 was $588 million, or $4.74 per diluted share, compared to net income of $414 million, or $3.34 per diluted share, for the nine months ended September 30, 2018.
Our adjusted net income for the nine months ended September 30, 2019 was $617 million, or $4.97 per diluted share, compared to an adjusted net income of $461 million, or $3.72 per diluted share, in the nine months ended September 30, 2018. The following tables reconcile our adjusted net income and adjusted diluted EPS to amounts as reported in accordance with GAAP:
|
| | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2019 | | 2018 |
(in millions, except per share amounts) | Dollars | | Diluted EPS | | Dollars | | Diluted EPS |
Reported GAAP net income and diluted EPS | $ | 588 |
| | $ | 4.74 |
| | $ | 414 |
| | $ | 3.34 |
|
Mark-to-market fuel hedge adjustments | (1 | ) | | (0.01 | ) | | (30 | ) | | (0.24 | ) |
Special items - merger-related costs | 39 |
| | 0.31 |
| | 67 |
| | 0.54 |
|
Special items - other(a) | — |
| | — |
| | 25 |
| | 0.20 |
|
Income tax effect of reconciling items above | (9 | ) | | (0.07 | ) | | (15 | ) | | (0.12 | ) |
Non-GAAP adjusted net income and diluted EPS | $ | 617 |
| | $ | 4.97 |
| | $ | 461 |
| | $ | 3.72 |
|
Our operating costs per ASM are summarized below:
|
| | | | | | | | | | |
| Nine Months Ended September 30, |
(in cents) | 2019 | | 2018 | | % Change |
Consolidated: | | | | | |
CASM |
| 11.48 | ¢ | |
| 11.38 | ¢ | | 1 | % |
Less the following components: | | | | | |
Aircraft fuel, including hedging gains and losses | 2.82 |
| | 2.84 |
| | (1 | )% |
Special items - merger-related costs | 0.07 |
| | 0.14 |
| | (49 | )% |
Special items - other(a) | — |
| | 0.05 |
| | (100 | )% |
CASM excluding fuel and special items |
| 8.59 | ¢ | |
| 8.35 | ¢ | | 3 | % |
| | | | | |
Mainline: | | | | | |
CASM |
| 10.65 | ¢ | |
| 10.49 | ¢ | | 2 | % |
Less the following components: | | | | | |
Aircraft fuel, including hedging gains and losses | 2.65 |
| | 2.70 |
| | (2 | )% |
Special items - merger-related costs | 0.09 |
| | 0.15 |
| | (40 | )% |
Special items - other(a) | — |
| | 0.06 |
| | (100 | )% |
CASM excluding fuel and special items |
| 7.91 | ¢ | |
| 7.58 | ¢ | | 4 | % |
| |
(a) | Special items - other is the employee tax reform bonus awarded in January 2018.
|
OPERATING REVENUES
Total operating revenues increased$353 million, or 6%, during the first nine months of 2019 compared to the same period in 2018. The changes are summarized in the following table:
|
| | | | | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Passenger revenue | $ | 6,038 |
| | $ | 5,724 |
| | 5 | % |
Mileage Plan other revenue | 346 |
| | 329 |
| | 5 | % |
Cargo and other | 169 |
| | 147 |
| | 15 | % |
Total operating revenues | $ | 6,553 |
| | $ | 6,200 |
| | 6 | % |
Passenger Revenue
On a consolidated basis, Passenger revenue for the first nine months of 2019 increased by $314 million, or 5%, on a 2% increase in capacity, 3% higher ticket yields and a slight increase in load factor. The increase in capacity was driven by our continued network expansion and fleet growth. Increased yields are largely the result of current year revenue initiatives implemented as a broader plan to drive revenue growth and the realization of synergies from our acquisition of Virgin America.
Mileage Plan other revenue
On a consolidated basis, Mileage Plan other revenue increased $17 million, or 5%, in the first nine months of 2019 compared to the first nine months of 2018, due largely to increased commissions received from our affinity card partner from growth in overall cardholders.
Cargo and other
On a consolidated basis, Cargo and other revenue increased $22 million, or 15%, in the first nine months of 2019 compared to the first nine months of 2018. The increase is primarily attributable to increased freight and mail volumes on our freighters as a result of new contracts entered into in late 2018 and revenue from our subleased slots at LaGuardia and Reagan National airports.
OPERATING EXPENSES
Total operating expenses increased $139 million, or 2%, compared to the first nine months of 2018. We believe it is useful to summarize operating expenses as follows, which is consistent with the way expenses are reported internally and evaluated by management:
|
| | | | | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Fuel expense | $ | 1,408 |
| | $ | 1,397 |
| | 1 | % |
Non-fuel operating expenses, excluding special items | 4,295 |
| | 4,114 |
| | 4 | % |
Special items - merger-related costs | 39 |
| | 67 |
| | (42 | )% |
Special items - other | — |
| | 25 |
| | NM |
|
Total operating expenses | $ | 5,742 |
| | $ | 5,603 |
| | 2 | % |
Fuel Expense
Aircraft fuel expense increased $11 million, or 1%, compared to the nine months ended September 30, 2018. The elements of the change are illustrated in the following table:
|
| | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2019 | | 2018 |
(in millions, except for per gallon amounts) | Dollars | | Cost/Gal | | Dollars | | Cost/Gal |
Raw or "into-plane" fuel cost | $ | 1,397 |
| | $ | 2.16 |
| | $ | 1,450 |
| | $ | 2.30 |
|
(Gains) losses on settled hedges | 12 |
| | 0.02 |
| | (23 | ) | | (0.04 | ) |
Consolidated economic fuel expense | 1,409 |
| | 2.18 |
| | $ | 1,427 |
| | $ | 2.26 |
|
Mark-to-market fuel hedge adjustments | (1 | ) | | — |
| | (30 | ) | | (0.05 | ) |
GAAP fuel expense | $ | 1,408 |
| | $ | 2.18 |
| | $ | 1,397 |
| | $ | 2.21 |
|
Fuel gallons | 646 |
| | | | 631 |
| | |
The raw fuel price per gallon decreased 6% due to lower West Coast jet fuel prices. West Coast jet fuel prices are impacted by both the price of crude oil, as well as refining margins associated with the conversion of crude oil to jet fuel. The decrease in raw fuel price per gallon during the first nine months of 2019 was driven by a 15% decrease in crude oil prices, partially offset by a 15% increase in refining margins.
Losses recognized for hedges that settled in the first nine months of 2019 were $12 million, compared to gains of $23 million in the same period in 2018. These amounts represent cash received from settled hedges, offset by cash paid for premium expense.
We currently expect our economic fuel price per gallon to be approximately 8% lower in the fourth quarter of 2019 compared to the fourth quarter of 2018 due to our current estimate of lower crude prices, partially offset by increased refining margins.
Non-fuel Expense and Non- special items
|
| | | | | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Wages and benefits | $ | 1,732 |
| | $ | 1,629 |
| | 6 | % |
Variable incentive pay | 125 |
| | 104 |
| | 20 | % |
Aircraft maintenance | 341 |
| | 320 |
| | 7 | % |
Aircraft rent | 247 |
| | 233 |
| | 6 | % |
Landing fees and other rentals | 388 |
| | 371 |
| | 5 | % |
Contracted services | 214 |
| | 227 |
| | (6 | )% |
Selling expenses | 236 |
| | 245 |
| | (4 | )% |
Depreciation and amortization | 317 |
| | 290 |
| | 9 | % |
Food and beverage service | 159 |
| | 158 |
| | 1 | % |
Third-party regional carrier expense | 125 |
| | 114 |
| | 10 | % |
Other | 411 |
| | 423 |
| | (3 | )% |
Total non-fuel operating expenses, excluding special items | $ | 4,295 |
| | $ | 4,114 |
| | 4 | % |
Wages and Benefits
Wages and benefits increased during the first nine months of 2019 by $103 million, or 6%. The primary components of wages and benefits are shown in the following table:
|
| | | | | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2019 | | 2018 | | % Change |
Wages | $ | 1,305 |
| | $ | 1,230 |
| | 6 | % |
Pension—Defined benefit plans service cost | 31 |
| | 36 |
| | (14 | )% |
Defined contribution plans | 100 |
| | 88 |
| | 14 | % |
Medical and other benefits | 203 |
| | 186 |
| | 9 | % |
Payroll taxes | 93 |
| | 89 |
| | 4 | % |
Total wages and benefits | $ | 1,732 |
| | $ | 1,629 |
| | 6 | % |
Wages increased $75 million, or 6%, on a 2% increase in FTEs. The increase is primarily due to the recognition of approximately $24 million during the third quarter in one-time costs following the ratification of the AMFA and IAM contracts, as well as the impact of increased wage rates for our labor groups as compared to the prior year period.
Costs associated with our defined contribution plans increased $12 million, or 14%, primarily due to a step increase in employer contributions for our pilot workgroup, as well an overall increase to the eligible wage base.
Medical and other benefits expense increased $17 million, or 9%, primarily due to increased volume of high-dollar value medical claims as compared to the prior-year period, as well as FTE growth.increases in the cost associated with our pilot long-term disability plan.
For the full year, we expect wages and benefits will decline compared to increase at a rate greater than capacity growth, due to higher wage rates for certain labor groupsthe prior year as we reduce scheduled flying and higher medicalexecutive salaries, and defined-contribution costs.realize savings generated by our employees that have accepted voluntary leaves of absence.
Variable Incentive Pay
Variable incentive pay expense increased $21decreased $28 million, or 20%80%, during the first nine monthsquarter of 2019 as2020 compared to the same period in 2018. The increase is primarily2019, due to the result of a higher wage base and expectation of a higher payout rate for our annual bonus in 2019 as compared to 2018.that key financial metrics will not be achieved under the performance based pay program.
Aircraft Maintenance
Aircraft maintenance expense increaseddecreased by $21$5 million, or 7%4%, during the first nine monthsquarter of 20192020 compared to the same period in 2018.2019. The increasedecrease is primarily due to heavier volumes from the timing of maintenancefewer engine events specifically from our Airbus aircraft, as compared to the prior-year period.prior year, as well as lower power-by-the-hour expense on reduced March 2020 utilization of covered aircraft.
ForWe expect lower aircraft maintenance expense for the full year we expecton reduced aircraft maintenanceutilization and parking of certain aircraft.
Selling Expense
Selling expense to be approximately 2 - 3% higher than in 2018, for the reasons mentioned above.
Aircraft Rent
Aircraft rent expense increaseddecreased by $14$17 million, or 6%24%, during the first nine monthsquarter of 20192020 compared to the same period in 2018,2019, primarily due to the annualization of expense for our leased E175s under our CPA agreement with SkyWest,decreased media, advertising and leased A321neos delivered in 2018 and 2019.
For the full year, we expect aircraft rent expense to be approximately 5 - 6% higher than in 2018, for the reasons mentioned above.
Contracted Services
Contracted services decreased by $13 million, or 6%, during the first nine months of 2019 compared to the same period in 2018. This decrease is primarily a result of lower contractor and consultingsponsorship spend due to the timing of certain project work and an overall reduction in pricing from many of our vendor partners.
For the full year, we expect contracted services expense to be approximately 6 - 7% lower than in 2018, for the reasons mentioned above.
Depreciation and Amortization
Depreciation and amortization increased $27 million, or 9%, during the first nine months of 2019 compared to the same period in 2018, primarily due to the addition of 14 owned E175s and six owned B737-900ERs to our fleet since the third quarter of 2018.
For the full year, we expect depreciation and amortization to be approximately 8 - 9% higher than 2018 for the reasons mentioned above.
Third-party Regional Carrier Expense
Third-party regional carrier expense, which represents payments made to SkyWest and PenAir under our CPAs, increased $11 million, or 10%, during the first nine months of 2019 compared to the same period in 2018. The increase is primarily due to a 6.4% increase in capacity flown by SkyWest as compared to the prior year. Additionally, we had lower distribution costs in-line with the overall reduced bookings cause by the COVID-19 pandemic.
ForWe expect full year selling expense will decrease in-line with the reduction to revenue as a result of reduced distribution costs on lower bookings, as well as reduced sponsorship costs.
Special Items - Impairment and other charges
We recorded impairment and other charges of $160 million in the first quarter of 2020, driven by our current expectation of decreased future cash flows stemming from the COVID-19 pandemic. Impairment and other charges primarily consist of the full year,write-down of the operating lease asset and related spare inventory and parts for certain Airbus aircraft which were permanently parked, the write-down of our owned Q400 fleet to fair value, and the full write-off of gate assets at Dallas Love Field.
Additional impairment charges may be recorded as we expect third-party regional carrier expense to be higher than 2018 due to increased flying by our regional partners.execute further capacity reductions beyond those already scheduled and potentially permanently park additional aircraft.
Special Items—Merger-RelatedItems - Merger-related Costs
We recorded special items of $39$3 million in the first nine monthsquarter of 20192020 for merger-related costs associated with our acquisition of Virgin America, compared to $67$26 million in the first nine monthssame period of 2018.2019. Costs incurred in the first nine monthsquarter of 2019 are2020 consist primarily a result of expenses associated with Airbus flight attendant and pilot vacation balances, which were subject to a one-time true-up in accordance with the integrated labor agreements, as well as certain technology integration costs. We expect to incur merger-related costs for the remainder of 2019, although at a lesser rate.
ADDITIONAL SEGMENT INFORMATION
Refer to Note 9 of the condensed consolidated financial statements for a detailed description of each segment. Below is a summary of each segment's profitability.
Mainline
Mainline adjustedrecorded a pretax profit was $761loss of $85 million in the first nine monthsquarter of 2019,2020, compared to $671a pretax profit of $49 million in the same period in 2018.first quarter of 2019. The $90$134 million increase inshift to pretax profitloss was primarily driven by a $192$188 million decrease in Passenger revenues as a result of the COVID-19 pandemic, and a slight increase in Mainlinenon-fuel operating revenue andexpenses, offset by a $46$45 million decrease in economic fuel cost.
The decrease in Mainline passenger revenue for the first quarter of 2020 was primarily driven by a 14% decline in traffic on a 1% decrease in capacity. The overall decrease in both traffic and capacity are driven by the significant reduction in demand and close-in cancellations as a result of the COVID-19 pandemic.
Lower raw fuel prices, combined with a slight decrease in gallons consumed, drove the decline in Mainline fuel expense. These improvements were primarily offset by a $153 million increase in Mainline non-fuel operating expenses.
As compared to the prior year, increased Mainline revenues are primarily attributable to a 3% increase in yields, driven by our revenue initiatives and pricing improvements in many of our markets. Non-fuel operating expenses increased primarilyslightly due to increased aircraft ownership,higher wages and benefits as a result of new wage rates following the mid-2019 ratification of new contracts for certain labor groups. Increased wages were offset by decreased variable pay, maintenance costsand selling expenses as compared to the prior year. Lower raw fuel prices drove the decrease in Mainline fuel expense.described further above.
Regional
Our Regional operations broke evengenerated a pretax loss of $73 million in the first nine monthsquarter of 2019,2020, compared to a pretax loss of $82$35 million in the first nine monthsquarter of 2018.2019. The improvementincrease in the pretax loss was attributable to a $161$47 million increasedecline in operating revenues, partially offset by a $28$4 million increasedecrease in fuel costs and a $62an $5 million increasedecrease in non-fuel operating expenses.
Regional passenger revenue decreased 16% compared to the first quarter of 2019, primarily driven by a 16% decline in traffic on a 2% decrease in capacity. The increaseoverall decrease in both traffic and capacity are driven by the significant reduction in demand and close-in cancellations as a result of the COVID-19 pandemic.
The decrease in non-fuel operating expenses is primarily due to the 15% increase2% decline in capacity.capacity, as well as elimination of costs for PenAir flying in the state of Alaska.
Horizon
Horizon achieved a pretax profit of $33$8 million in the first nine monthsquarter of 2019,2020, compared to a pretax profit of $20$12 million in the same period in 2018,first quarter of 2019. Decreased profit is primarily driven by decreased passenger revenues due to improved cost management through better productivitya reduction in flying resulting from the COVID-19 pandemic, offset by lower maintenance and improved operational performance.other operating costs as compared to the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sourcesAs a result of the COVID-19 pandemic, we have taken, and will continue to take action to reduce costs, increase liquidity are:and help to preserve the relative strength of our balance sheet. During the first quarter, we took the following actions:
Our•Drew $400 million on our existing cashline of credit facilities, and marketable securities balanceraised $425 million from a 364-day term loan facility;
•Suspended our share repurchase program and quarterly dividend indefinitely;
•Reduced planned capital expenditures by nearly $600 million for 2020, including suspension of $1.6 billion,pre-delivery payments and deferral of non-essential capital projects;
The Company has significant remaining borrowing capacity, supported by its 106 unencumbered aircraft, real estate and slot assets, and our expected cashloyalty program. Although we have no plans to access equity markets at this time, we believe our equity would be of high interest to investors. In April 2020, we obtained additional secured debt financing of $50 million, which is secured by two aircraft.
Subsequent to quarter end, the Company obtained funds from operations;
Our 123 unencumbered aircraft that couldthe Payroll Support Program (PSP). Under the PSP, we received $992 million on April 23, 2020, which will be financed, if necessary;
Our combined bank line-of-credit facilities, with no outstanding borrowings,used to cover wages and benefits at Alaska and Horizon. The CARES Act also allows for the deferral of $400 million.
Duringpayment for the nine months ended September 30, 2019, we took freeemployer portion of social security taxes through the end of 2020, and clear delivery of four B737-900ER and four E175 aircraft. We made net debt payments totaling $396 million, including the prepaymenta waiver of certain transportation taxes on air travel.
In April 2020, we applied for additional loans offsetavailable to us under the CARES Act, which enables Alaska and Horizon to access up to $1.1 billion of additional financing should we so choose.
To preserve liquidity, we are focused on reducing cash burn as quickly as possible. We have successfully reduced our monthly cash burn rate from $400 million at the end of March, to $260 million in April, with the goal of reaching $200 million by June. We define cash burn as all cash flows, excluding the impact of any CARES Act funding or proceeds from new borrowings, undertaken as part of our broader plan of reducing balance sheet leverage and lowering interest expense. We also continued to return capital to our shareholders by paying dividends totaling $129 million and repurchasing $53 million of our common stock.borrowings.
The table below presents the major indicators of financial condition and liquidity:
| | | | | | | | | | | | | | | | | |
(in millions) | March 31, 2020 | | December 31, 2019 | | Change |
Cash and marketable securities | $ | 2,125 | | | $ | 1,521 | | | 40 % |
Cash, marketable securities, and unused lines of credit as a percentage of trailing twelve months' revenue | 30 | % | | 22 | % | | 8 pts |
Total debt | 2,262 | | | 1,499 | | | 51 % |
Shareholders’ equity | $ | 4,015 | | | $ | 4,331 | | | (7)% |
|
| | | | | | | | | |
(in millions) | September 30, 2019 | | December 31, 2018 | | Change |
Cash and marketable securities | $ | 1,619 |
| | $ | 1,236 |
| | 31 % |
Cash, marketable securities, and unused lines of credit as a percentage of trailing twelve months' revenue | 23 | % | | 20 | % | | 3 pts |
Long-term debt, net of current portion | $ | 1,444 |
| | $ | 1,617 |
| | (11)% |
Shareholders’ equity | $ | 4,252 |
| | $ | 3,751 |
| | 13% |
| | | | | | | | | | | | | | | | | |
Debt-to-capitalization, adjusted for operating leases | | | | | |
(in millions) | March 31, 2020 | | December 31, 2019 | | Change |
Long-term debt, net of current portion | $ | 1,203 | | | $ | 1,264 | | | (5)% |
Capitalized operating leases | 1,641 | | | 1,708 | | | (4)% |
COVID-19 related borrowings(a) | 825 | | | — | | | NM |
Adjusted debt | $ | 3,669 | | | $ | 2,972 | | | 23% |
Shareholders' equity | 4,015 | | | 4,331 | | | (7)% |
Total invested capital | $ | 7,684 | | | $ | 7,303 | | | 5% |
| | | | | |
Debt-to-capitalization, including operating leases | 48 | % | | 41 | % | | 7 pts |
(a)To best reflect our leverage at March 31, 2020, we included the borrowings stemming from the COVID-19 pandemic in the above calculation, although these borrowings are classified as current in the condensed consolidated balance sheets. |
| | | | | | | | | |
Debt-to-capitalization, adjusted for operating leases | | | | | |
(in millions) | September 30, 2019 | | December 31, 2018 | | Change |
Long-term debt, net of current portion | $ | 1,444 |
| | $ | 1,617 |
| | (11)% |
Capitalized operating leases(a) | 1,644 |
| | 1,768 |
| | (a) |
Adjusted debt | $ | 3,088 |
| | $ | 3,385 |
| | (9)% |
Shareholders' equity | 4,252 |
| | 3,751 |
| | 13% |
Total invested capital | $ | 7,340 |
| | $ | 7,136 |
| | 3% |
| | | | | |
Debt-to-capitalization, including operating leases | 42 | % | | 47 | % | | (5) pts |
| | | | | |
Net adjusted debt to earnings before interest, taxes, depreciation, amortization, special items and rent | |
(in millions) | March 31, 2020 |
Adjusted debt | $ | 3,669 | |
Current portion of long-term debt, net of COVID-19 related borrowings | 234 | |
Total adjusted debt | 3,903 | |
Less: Cash and marketable securities | (2,125) | |
Net adjusted debt | $ | 1,778 | |
| |
(a)(in millions) | Following the adoption of the new lease accounting standard on January 1, 2019, this represents the total capitalized Operating lease liability, whereas prior year periods were calculated utilizing the present value of aircraft lease payments. This change had no meaningful impact to the ratio. |
We expect our debt-to-capitalization ratio to be approximately 41% by December.
|
| | | |
Net adjusted debt to earnings before interest, taxes, depreciation, amortization, special items and rent |
(in millions) | September 30, 2019 |
Adjusted debt | $ | 3,088 |
|
Current portion of long-term debt | 265 |
|
Total adjusted debt | 3,353 |
|
Less: Cash and marketable securities | (1,619 | ) |
Net adjusted debt | $ | 1,734 |
|
| |
(in millions) | Last Twelve Months Ended September 30, 2019 |
GAAP Operating Income(a) | $ | 857 |
|
Adjusted for: |
|
|
Special items | 79 |
|
Mark-to-market fuel hedge adjustments | 51 |
|
Depreciation and amortization | 425 |
|
Aircraft rent | 329 |
|
EBITDAR | $ | 1,741 |
|
| |
Net adjusted debt to EBITDAR | 1.0x |
|
| Last Twelve Months Ended March 31, 2020 |
GAAP Operating Income(a) | Operating income can be reconciled using the trailing twelve month operating income as filed quarterly with the SEC.$ | 717 | |
Adjusted for: | | |
Special items | 181 | |
Mark-to-market fuel hedge adjustments | 7 | |
Depreciation and amortization | 425 | |
Aircraft rent | 329 | |
EBITDAR | $ | 1,659 | |
Net adjusted debt to EBITDAR | 1.1x | |
(a)Operating income can be reconciled using the trailing twelve month operating income as filed quarterly with the SEC.
The following discussion summarizes the primary drivers of the increase in our cash and marketable securities balance and our expectation of future cash requirements.
ANALYSIS OF OUR CASH FLOWS
Cash Provided byUsed in Operating Activities
For the first ninethree months of 2019,2020, net cash provided by operating activities was $1.4 billion,$33 million, compared to $986$468 million during the same period in 2018.2019. The $395$435 million increasedecrease in our operating cash flows is primarily attributable to a $174$236 million increasedecline in net income, as well as significant cash refund activity during the quarter, and a greater increasedecline in our air traffic liability and higher depreciation and amortization expense in 2019advance bookings as compared to the same period in 2018. These increases were offset bythe prior year, both as a $65 million voluntary pension contribution made inresult of the third quarter of 2019.COVID-19 pandemic.
We typically generate positive cash flows from operations and expect to use that cash flow to purchase aircraft and capital equipment, make scheduled debt payments, and return capital to shareholders.
Cash Used in Investing Activities
Cash used in investing activities was $708$127 million during the first ninethree months of 2019,2020, compared to $333$186 million during the same period of 2018. Our capital expenditures were $527 million2019. The decrease to cash used in the first nine months of 2019, a decrease of $27 million compared to the nine months ended September 30, 2018. Thisinvesting activities is primarily driven by lower cash outlays for deliveries of and advance deposits on aircraftdue to a reduction in 2019 as compared to the same period of 2018. Our net purchases of marketable securities, which were $218$16 million in the first ninethree months of 2019,2020, compared to net sales of $185$76 million in the ninethree months ended September 30, 2018.March 31, 2019. The shift todecrease in net purchases is primarily driven by stronger operatingthe need to utilize previously invested cash flows as compared to 2018. Internally, we analyzefund operations and manage our cash and marketable securities balance in the aggregate.provide customer refunds.
The table below reflects our full-year expectation for capital expenditures based on our current intentions. It does not reflect our actual contractual obligations at this time, nor does it reflect the capital expenditures that would be incurred if we exercised options or cancelable purchase commitments that are available to us. We have options to acquire 37 B737 aircraft with deliveries from 2021 through 2024, and options to acquire 30 E175 aircraft with deliveries in 2021 to 2023. Options will be exercised only if we believe return on invested capital targets can be met. The table below excludes any associated capitalized interest.
|
| | | | | | | |
(in millions) | 2019 | | 2020 |
Expected capital expenditures | $ | 700 |
| | $ | 775 |
|
Cash Used in Financing Activities
Cash used infrom financing activities was $538$684 million during the first ninethree months of 20192020 compared to $666cash used for financing activities of $171 million during the same period in 2018.2019. During the first ninethree months of 2019,2020, we madehad proceeds from debt issuances of $825 million. These proceeds were partially offset by debt payments of $752$60 million, including the prepayment of $532 million of debt, dividend payments totaling $129$45 million, and had $53$31 million in common stock repurchases. These payments were partially offset by the receipt of funds from new secured debt financing of $356 million in the first nine months of 2019.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Aircraft Commitments
As of September 30, 2019,March 31, 2020, we have firm orders to purchase or lease 3635 aircraft. WeAlaska also havehas cancelable purchase commitments for 30 Airbus A320neo with deliveries from 2023 through 2025. We could incur a loss of pre-delivery payments and credits as a cancellation fee. WeAlaska also havehas options to acquire 37 B737 aircraft with deliveries from 2021 through 2024, and Horizon has options to acquire 30 E175 aircraft with deliveries from 2021 through 2023. In addition to the 32 E175 aircraft currently operated by SkyWest in our regional fleet, we haveAlaska has options in future periods to add regional capacity by having SkyWest operate up to eight more E175 aircraft. Options will be exercised only if we believe return on invested capital targets can be met.
The followingGiven the drastically reduced demand for air travel as a result of the COVID-19 pandemic, we are currently evaluating our overall fleet strategy and long-term plan. It is probable that the current outlook as stated below will change significantly. This table summarizes expectedrepresents anticipated fleet activity by year as of September 30,March 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Actual Fleet | | Anticipated Fleet Activity | | | | | | | | |
Aircraft | March 31, 2020 | | 2020 Additions | | 2020 Removals | | December 31, 2020 | | 2021 Changes | | December 31, 2021 |
B737 Freighters | 3 | | | — | | | — | | | 3 | | | — | | | 3 | |
B737 Passenger Aircraft(a) | 163 | | | 3 | | | — | | | 166 | | | 14 | | | 180 | |
Airbus Passenger Aircraft(b) | 59 | | | — | | | — | | | 59 | | | (7) | | | 52 | |
Total Mainline Fleet | 225 | | | 3 | | | — | | | 228 | | | 7 | | | 235 | |
Q400 operated by Horizon | 32 | | | — | | | — | | | 32 | | | — | | | 32 | |
E175 operated by Horizon | 30 | | | — | | | — | | | 30 | | | — | | | 30 | |
E175 operated by third party | 32 | | | — | | | — | | | 32 | | | — | | | 32 | |
Total Regional Fleet | 94 | | | — | | | — | | | 94 | | | — | | | 94 | |
Total | 319 | | | 3 | | | — | | | 322 | | | 7 | | | 329 | |
(a)The three B737 MAX9 aircraft reflected in 2020 were originally contracted for delivery in 2019 and are subjectdelayed due to change:the MAX grounding. Seven B737 MAX9 deliveries originally contracted for 2020 have been shifted to 2021 based on our current estimate of expected delivery dates.
(b)Actual fleet at March 31, 2020, excludes 12 Airbus aircraft permanently parked in response to COVID-19 capacity reductions.
|
| | | | | | | | | | | | | | | | | |
| Actual Fleet | | Expected Fleet Activity |
Aircraft | September 30, 2019 | | 2019 Additions | | 2019 Removals | | December 31, 2019 | | 2020 Changes | | December 31, 2020 |
B737 Freighters | 3 |
| | — |
| | — |
| | 3 |
| | — |
| | 3 |
|
B737 Passenger Aircraft(a) | 163 |
| | 1 |
| | — |
| | 164 |
| | 9 |
| | 173 |
|
Airbus Passenger Aircraft | 72 |
| | 1 |
| | (2 | ) | | 71 |
| | (1 | ) | | 70 |
|
Total Mainline Fleet | 238 |
| | 2 |
| | (2 | ) | | 238 |
| | 8 |
| | 246 |
|
Q400 operated by Horizon(b) | 32 |
| | 2 |
| | (1 | ) | | 33 |
| | (1 | ) | | 32 |
|
E175 operated by Horizon | 30 |
| | — |
| | — |
| | 30 |
| | — |
| | 30 |
|
E175 operated by third party | 32 |
| | — |
| | — |
| | 32 |
| | — |
| | 32 |
|
Total Regional Fleet | 94 |
| | 2 |
| | (1 | ) | | 95 |
| | (1 | ) | | 94 |
|
Total | 332 |
| | 4 |
| | (3 | ) | | 333 |
| | 7 |
| | 340 |
|
| |
(a) | Two of the three B737 MAX9 aircraft that were originally scheduled for delivery in 2019 have been shifted to 2020 in light of the MAX grounding, based on our current estimate of the expected delivery dates. |
| |
(b) | Two Q400 aircraft that were previously removed from our operating fleet will be returning to revenue service. We expect these additions to occur in late 2019. |
For future firm orders and option exercises, we may finance the aircraft through cash flow from operations, long-term debt, or lease arrangements.
Fuel Hedge Positions
All of our future oil positions are call options, which are designed to effectively cap the cost of the crude oil component of our jet fuel purchases. With call options, we are hedged against volatile crude oil price increases. During a period of decline in crude oil prices, we only forfeit cash previously paid for hedge premiums. We typically hedge up to 50% of our expected consumption. However, given the sharp decline in demand and our capacity resulting from the COVID-19 pandemic, we are currently overhedged relative to our target of 50% of consumption through the remainder of 2020. Our crude oil positions are as follows:
| | | | | | | | | | | | | | | | | |
| Approximate Gallons Hedged (in millions) | | Weighted-Average Crude Oil Price per Barrel | | Average Premium Cost per Barrel |
| | | | | |
| | | | | |
Second Quarter 2020 | 115 | | $67 | | $2 |
Third Quarter 2020 | 115 | | $66 | | $2 |
Fourth Quarter 2020 | 85 | | $64 | | $2 |
Full Year 2020 | 315 | | $66 | | $2 |
First Quarter 2021 | 60 | | $62 | | $2 |
Second Quarter 2021 | 45 | | $63 | | $2 |
Third Quarter 2021 | 25 | | $61 | | $2 |
Total 2021 | 130 | | $62 | | $2 |
|
| | | | | | | | | | |
| Approximate % of Expected Fuel Requirements | | Weighted-Average Crude Oil Price per Barrel | | Average Premium Cost per Barrel |
Remainder 2019 | 50 | % | | $ | 74 |
| | $ | 2 |
|
First Quarter 2020 | 50 | % | | 70 |
| | 2 |
|
Second Quarter 2020 | 40 | % | | 68 |
| | 2 |
|
Third Quarter 2020 | 30 | % | | 68 |
| | 2 |
|
Fourth Quarter 2020 | 20 | % | | 66 |
| | 2 |
|
Full Year 2020 | 35 | % | | $ | 68 |
| | $ | 2 |
|
First Quarter 2021 | 10 | % | | 63 |
| | 2 |
|
Full Year 2021 | 2 | % | | $ | 63 |
| | $ | 2 |
|
Contractual Obligations
The following table provides a summary of our contractual obligations as of September 30, 2019.March 31, 2020. For agreements with variable terms, amounts included reflect our minimum obligations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Remainder of 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Beyond 2024 | | Total |
Current and long-term debt obligations | $ | 577 | | | $ | 706 | | | $ | 243 | | | $ | 173 | | | $ | 153 | | | $ | 418 | | | $ | 2,270 | |
Aircraft lease commitments | 243 | | | 295 | | | 269 | | | 212 | | | 160 | | | 660 | | | 1,839 | |
Facility lease commitments | 8 | | | 8 | | | 7 | | | 7 | | | 7 | | | 85 | | | 122 | |
Aircraft maintenance deposits | 38 | | | 55 | | | 47 | | | 24 | | | 6 | | | 2 | | | 172 | |
Aircraft purchase commitments | 416 | | | 556 | | | 340 | | | 200 | | | 27 | | | 26 | | | 1,565 | |
Interest obligations (a) | 45 | | | 36 | | | 25 | | | 20 | | | 15 | | | 22 | | | 163 | |
Other obligations (b) | 115 | | | 173 | | | 181 | | | 186 | | | 193 | | | 885 | | | 1,733 | |
Total | $ | 1,442 | | | $ | 1,829 | | | $ | 1,112 | | | $ | 822 | | | $ | 561 | | | $ | 2,098 | | | $ | 7,864 | |
(a)For variable-rate debt, future obligations are shown above using forecasted interest rates as of March 31, 2020.
(b)Primarily comprised of non-aircraft lease costs associated with capacity purchase agreements. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Remainder of 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | Beyond 2023 | | Total |
Current and long-term debt obligations | $ | 63 |
| | $ | 268 |
| | $ | 313 |
| | $ | 274 |
| | $ | 234 |
| | $ | 565 |
| | $ | 1,717 |
|
Aircraft lease commitments | 83 |
| | 313 |
| | 275 |
| | 250 |
| | 195 |
| | 738 |
| | 1,854 |
|
Facility lease commitments | 3 |
| | 10 |
| | 9 |
| | 6 |
| | 6 |
| | 89 |
| | 123 |
|
Aircraft maintenance deposits | 16 |
| | 73 |
| | 63 |
| | 54 |
| | 29 |
| | 10 |
| | 245 |
|
Aircraft purchase commitments | 111 |
| | 504 |
| | 475 |
| | 333 |
| | 194 |
| | 36 |
| | 1,653 |
|
Interest obligations (a) | 14 |
| | 48 |
| | 39 |
| | 29 |
| | 23 |
| | 38 |
| | 191 |
|
Other obligations (b) | 34 |
| | 152 |
| | 173 |
| | 181 |
| | 186 |
| | 1,079 |
| | 1,805 |
|
Total | $ | 324 |
| | $ | 1,368 |
| | $ | 1,347 |
| | $ | 1,127 |
| | $ | 867 |
| | $ | 2,555 |
| | $ | 7,588 |
|
| |
(a) | For variable-rate debt, future obligations are shown above using forecasted interest rates as of September 30, 2019. |
| |
(b) | Primarily comprised of non-aircraft lease costs associated with capacity purchase agreements. |
Subsequent to March 31, 2020, the Company renegotiated scheduled payments with certain lessors and vendor partners, including the reduction of minimum obligations. The Company has also deferred 2020 aircraft payments, including those related to the B737 MAX9, to periods beyond 2020.
Credit Card Agreements
We have agreements with a number of credit card companies to process the sale of tickets and other services. Under these agreements, there are material adverse change clauses that, if triggered, could result in the credit card companies holding back a reserve from our credit card receivables. Under one such agreement, we could be required to maintain a reserve if our credit rating is downgraded to or below a rating specified by the agreement or our cash and marketable securities balance fell below $500 million.$500 million. Under another such agreement, we could be required to maintain a reserve if our cash and marketable securities balance fell below $500 million.$500 million. We are not currently required to maintain any reserve under these agreements, but if we were, our financial position and liquidity could be materially harmed.
Deferred Income Taxes
For federal income tax purposes, the majority of our assets are fully depreciated over a seven-year life using an accelerated depreciation method or bonus depreciation, if available. For financial reporting purposes, the majority of our assets are depreciated over 15 to 25 years to an estimated salvage value using the straight-line basis. This difference has created a significant deferred tax liability. At some point in the future the depreciation basis will reverse, potentially resulting in an increase in income taxes paid.
While it is possible that we could have material cash obligations for this deferred liability at some point in the future, we cannot estimate the timing of long-term cash flows with reasonable accuracy. Taxable income and cash taxes payable in the short-term
are impacted by many items, including the amount of book income generated (which can be volatile depending on revenue and fuel prices), usage of net operating losses, whether "bonus depreciation" provisions are available, any future tax reform efforts at the federal level, as well as other legislative changes that are beyond our control. We believeexpect that weour 2020 cash tax rate will havebe close to zero, given our current expectation of operating losses for the liquidity available to make our future tax payments.remainder of the year.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to our critical accounting estimates during the three months ended September 30, 2019.March 31, 2020. For information on our critical accounting estimates, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2018.2019 and Note 2, "COVID-19," for discussion about the estimates used in the Company's impairment analyses.
GLOSSARY OF AIRLINE TERMS
Aircraft Utilization - block hours per day; this represents the average number of hours per day our aircraft are in transit
Aircraft Stage Length - represents the average miles flown per aircraft departure
ASMs - available seat miles, or “capacity”; represents total seats available across the fleet multiplied by the number of miles flown
CASM - operating costs per ASM, or "unit cost"; represents all operating expenses including fuel and special items
CASMex - operating costs excluding fuel and special items per ASM; this metric is used to help track progress toward reduction of non-fuel operating costs since fuel is largely out of our control
Debt-to-capitalization ratio - represents adjusted debt (long-term debt plus capitalized operating leases) divided by total equity plus adjusted debt
Diluted Earnings per Share - represents earnings per share (EPS) using fully diluted shares outstanding
Diluted Shares - represents the total number of shares that would be outstanding if all possible sources of conversion, such as stock options, were exercised
Economic Fuel - best estimate of the cash cost of fuel, net of the impact of settled fuel-hedging contracts in the period
Free Cash Flow - total operating cash flow generated less cash paid for capital expenditures
Load Factor - RPMs as a percentage of ASMs; represents the number of available seats that were filled with paying passengers
Mainline - represents flying Boeing 737, Airbus 320 family and Airbus 321neo jets and all associated revenues and costs
Net adjusted debt - long-term debt, including current portion, plus capitalized operating leases, less cash and marketable securities
Net adjusted debt to EBITDAR - represents net adjusted debt divided by EBITDAR (trailing twelve months earnings before interest, taxes, depreciation, amortization, special items and rent)
Productivity - number of revenue passengers per full-time equivalent employee
RASM - operating revenue per ASMs, or "unit revenue"; operating revenue includes all passenger revenue, freight & mail, Mileage Plan™ and other ancillary revenue; represents the average total revenue for flying one seat one mile
Regional - represents capacity purchased by Alaska from Horizon, SkyWest and PenAir. In this segment, Regional records actual on-board passenger revenue, less costs such as fuel, distribution costs, and payments made to Horizon, SkyWest and PenAir under the respective capacity purchasepurchased arrangement (CPAs)(CPA). Additionally, Regional includes an allocation of corporate overhead such as IT, finance, and other administrative costs incurred by Alaska and on behalf of Horizon.
RPMs - revenue passenger miles, or "traffic"; represents the number of seats that were filled with paying passengers; one passenger traveling one mile is one RPM
Yield - passenger revenue per RPM; represents the average revenue for flying one passenger one mile
| | |
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
There have been no material changes in market risk from the information provided in Item 7A. “Quantitative and Qualitative Disclosure About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.
| | |
|
ITEM 4. CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of September 30, 2019,March 31, 2020, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (collectively, our “certifying officers”), of the effectiveness of the design and operation of our disclosure controls and procedures. These disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in our periodic reports filed with or submitted to the Securities and Exchange Commission (the SEC) is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our certifying officers, as appropriate, to allow timely decisions regarding required disclosure. Our certifying officers concluded, based on their evaluation, that disclosure controls and procedures were effective as of September 30, 2019.March 31, 2020.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2019,March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Our internal control over financial reporting is based on the 2013 framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).
PART II
| | |
|
ITEM 1. LEGAL PROCEEDINGS |
We are a party to routine litigation matters incidental to our business. Management believes the ultimate disposition of these matters is not likely to materially affect our financial position or results of operations. This forward-looking statement is based on management’s current understanding of the relevant law and facts, and it is subject to various contingencies, including the potential costs and risks associated with litigation and the actions of judges and juries.
In 2015, three flight attendants filed a class action lawsuit seeking to represent all Virgin America flight attendants for damages based on alleged violations of California and City of San Francisco wage and hour laws. The court certified a class of approximately 1,800 flight attendants in November 2016. The Company believes the claims in this case are without factual and legal merit.
In July 2018, the Court granted in part Plaintiffs' motion for summary judgment, finding Virgin America, and Alaska Airlines, as a successor-in-interest to Virgin America, responsible for various damages and penalties sought by the class members. On February 4, 2019, the Court entered final judgment against Virgin America and Alaska Airlines in the amount of approximately $78 million. It did not award injunctive relief against Alaska Airlines.
The Company is seeking an appellate court ruling that the California laws on which the judgment is based are invalid as applied to national airlines pursuant to the U.S. Constitution and federal law and for other employment law and improper class certification reasons. The Company remains confident that a higher court will respect the federal preemption principles that were enacted to shield inter-state common carriers from a patchwork of state and local wage and hour regulations such as those at issue in this case and agree with the Company's other bases for appeal. For these reasons, no loss has been accrued.
The Company is involved in other litigation around the application of state and local employment laws, like many air carriers. Our defenses are similar to those identified above, including that the state and local laws are preempted by federal law and are unconstitutional because they impede interstate commerce. None of these additional disputes are material.
ThereExcept for the additional risk factors below, there have been no material changes to the risk factors affecting our business, financial condition or future results from those set forth in Item 1A."Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20182019.
.
The global pandemic caused by COVID-19, and related measures implemented to combat its spread has had, and is expected to continue to have, a material adverse effect on the Company’s operations, financial position and liquidity.
In late 2019, an outbreak of novel coronavirus and its resulting disease (COVID-19) was detected in Wuhan, China. Since that time, COVID-19 has spread rapidly throughout the globe, including within the United States, where over one million cases have been positively diagnosed to date. In March 2020, the President of the United States declared a national emergency in response to the rapid spread, and all markets we serve have implemented some measure of travel restriction or stay-at-home order. These orders, combined with a wariness among the public of travel by aircraft due to perceived risk of infection, have resulted in an unprecedented decline in business and leisure travel. Cancellations of conventions and conferences, sporting events, concerts and other similar events, as well as the closure of popular tourist destinations, have contributed to this decline. This reduction in demand has materially negatively impacted our revenues and results of operations. As there is no indication of when these restrictions may be lifted or when demand may return, we expect to continue to see negative impacts from the COVID-19 pandemic on our business.
In response to the pandemic, we have implemented and continue to implement a comprehensive strategy to mitigate the impacts on our business. This strategy may itself have negative impacts on our business and operations. One such action is the waiver of change fees and the ability to rebook travel for an extended period beyond standard rebooking terms. The loss of change fee revenue, combined with ongoing significant ticket cancellation activity, has adversely impacted our revenues and liquidity, and we expect such impacts to continue if governmental authorities extend existing travel restriction or stay-at-home orders or
impose new orders or other restrictions intended to mitigate the spread of COVID-19, if businesses continue to restrict nonessential travel for their employees, or if the perceived risk of infection persists.
We have also implemented significant cash preservation and cost reduction strategies in response to the impacts of COVID-19. These strategies include, but are not limited to, capital expenditure reductions, hiring freezes, solicitation of voluntary leaves of absence and renegotiation of contractual terms and conditions. These measures, while helpful in slowing the rate at which we utilize our cash, are not expected to fully recover the loss of cash as a result of decreased ticket sales.
The Company may also experience significant supply chain disruptions as the COVID-19 pandemic may also adversely impact our suppliers. See “Item 1A., Risk Factors – We are dependent on a limited number of suppliers for aircraft and parts” of our Annual Report on Form 10-K for further discussion of risks related to the Company’s dependence on a limited number of suppliers. Should COVID-19 cause our limited vendors to have performance problems, reduced or ceased operations, or bankruptcies, or other events causing them to be unable to fulfill their commitments to us, our operations and business could be materially adversely affected.
At this time, we are unable to predict what impact the pandemic will have on future customer behavior. Future business travel may be impacted by widespread use of videoconferencing or the reduction of business travel budgets. Travelers may also become more reluctant in general to travel. In addition, the Company has incurred, and will continue to incur COVID-19 related costs for enhanced aircraft cleaning and additional procedures to limit transmission among employees and guests. Although these procedures are elective, the industry may in the future be subject to further cleaning and safety measures, which may be costly and take a significant amount of time to implement. These contingencies, individually and combined, could have a material adverse impact on our business. See “Item 1A., Risk Factors – Economic uncertainty, or another recession, would likely impact demand for our product and could harm our financial condition and results of operations.” of our Annual Report on Form 10-K for further discussion of the Company’s vulnerability to a general economic downturn or recession.
We have a significant amount of debt and fixed obligations and have incurred substantial incremental debt in response to the COVID-19 pandemic. These obligations could lead to liquidity restraints and have a material adverse effect on our financial position.
We carry, and will continue to carry for the foreseeable future, a substantial amount of debt related to aircraft lease and financing commitments, as well as non-cancelable commitments for airport and facility leases, maintenance and other obligations. In response to the COVID-19 pandemic, we have incurred and continue to seek new financing sources to fund our operations while demand remains at an unprecedented low level and for the unknown duration of any economic recovery period. Further, as we incur incremental obligations, issuers may require future debt agreements to contain more restrictive covenants or require additional collateral beyond historical market terms which may further restrict our ability to successfully access capital.
Although we have historically been able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations when they become due, the impacts of COVID-19, or from other risks as described in “Item 1A., Risk Factors” of our Annual Report on Form 10-K, may prohibit us from doing so in the future and may adversely affect our overall liquidity.
We have accepted certain conditions by accepting funding under the Payroll Support Program of the Coronavirus Aid, Relief and Economic Security (CARES) Act.
On March 27, 2020, the CARES Act was signed into law and provides the Company with the ability to access liquidity in the form of grants, loans, loan guarantees and other investments by the U.S. government.
In April 2020, the Company and its subsidiaries Alaska Airlines and Horizon Air entered agreements with the United States Department of the Treasury (the Treasury) to secure funding under the Payroll Support Program (PSP) of the CARES Act. Alaska and Horizon agreed to use PSP funds exclusively for employee payroll and benefits expenses through at least September 30, 2020. Our aggregate receipts from the PSP total approximately $992 million, of which $267 million is in the form of an unsecured senior term loan payable over ten years.Additionally, the government received warrants to purchase 846,748 non-voting shares of the Company’s common stock. On April 23, 2020, the Company received full disbursement of the PSP funds.
Our PSP funding is subject to the following conditions:
•Alaska Airlines and Horizon Air must refrain from conducting involuntary furloughs or reducing employee rates of pay or benefits for non-officer employees through September 30, 2020;
•Executive compensation for officers and employees who earned more than $425,000 in total compensation in 2019 will be subject to maximum limitations through March 24, 2022;
•The Company is prohibited from repurchasing its common stock and from paying dividends on its common stock until September 30, 2021;
•Alaska Airlines and Horizon Air must maintain air service to markets they served as of March 1, 2020, unless exempted by the Department of Transportation, through March 1, 2022; and
•We must maintain certain internal controls and records, and provide any additional reporting required by the U.S. government, relating to PSP funding.
These conditions may affect the profitability of the Company, including through increased compliance costs, and affect retention of key personnel.
In April 2020, the Company and its airline subsidiaries applied for loans under a separate provision of the CARES Act.If we accept funds under the loan program, we will be required to provide additional compensation to the U.S. government and may be subject to conditions beyond those stated above.
| | |
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
This table provides certain information with respect to our purchases of shares of our common stock during the thirdfirst quarter of 2019.2020. |
| | | | | | | | | | |
| Total Number of Shares Purchased | | Average Price Paid per Share | | Maximum remaining dollar value of shares that can be purchased under the plan (in millions) |
July 1, 2019 - July 31, 2019 | 68,509 |
| | $ | 64.05 |
| | |
August 1, 2019 - August 31, 2019 | 279,370 |
| | 58.99 |
| | |
September 1, 2019 - September 30, 2019 | 117,475 |
| | 64.26 |
| | |
Total | 465,354 |
| | $ | 61.06 |
| | $ | 509 |
|
| | | | | | | | | | | | | | | | | |
| Total Number of Shares Purchased | | Average Price Paid per Share | | Maximum remaining dollar value of shares that can be purchased under the plan (in millions) |
January 1, 2020 - January 31, 2020 | 95,062 | | | $ | 66.27 | | | |
February 1, 2020 - February 29, 2020 | 246,489 | | | 61.32 | | | |
March 1, 2020 - March 31, 2020 | 196,527 | | | 46.96 | | | |
Total | 538,078 | | | $ | 56.95 | | | $ | 456 | |
The shares were purchased pursuant to a $1 billion repurchase plan authorized by the Board of Directors in August 2015. In March 2020, the Company suspended the share repurchase program indefinitely.
| | |
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
None.
| | |
|
ITEM 4. MINE SAFETY DISCLOSURES |
None.
| | |
|
ITEM 5. OTHER INFORMATION |
None.
The following documents are filed as part of this report:
| |
1. | Exhibits: See Exhibit Index.
|
1.Exhibits: See Exhibit Index.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
ALASKA AIR GROUP, INC. | |
| |
ALASKA AIR GROUP, INC. | |
| |
/s/ CHRISTOPHER M. BERRY | |
Christopher M. Berry | |
Vice President Finance and Controller | |
| |
November 7, 2019May 14, 2020 | |
EXHIBIT INDEX
| | | | | | | | | | | | | | |
Exhibit Number | Exhibit Description | Form | Date of First Filing | Exhibit Number |
3.1 | | | 10-Q | August 3, 2017 | 3.1 |
3.2 | | | 8-K | December 9, 2015 | 3.2 |
4.1† | | | 10-Q | | |
4.2† | | | 10-Q | | |
4.3† | | | 10-Q | | |
10.1† | | | 10-Q | | |
10.2† | | | 10-Q | | |
10.3† | | | 10-Q | | |
10.4† | | $425,000,000 364-Day Term Loan Agreement among Alaska Airlines, Inc., the Banks party thereto, Wells Fargo Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Wells Fargo Securities, LLC and BofA Securities, Inc., as Joint Lead Arrangers and Wells Fargo Securities, LLC as Sole Bookrunner, dated March 25, 2020 | 10-Q | | |
10.5† | | | 10-Q | | |
10.6† | | | 10-Q | | |
31.1† | | | 10-Q | | |
31.2† | | | 10-Q | | |
32.1† | | | 10-Q | | |
32.2† | | | 10-Q | | |
101.INS† | XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. | | | |
101.SCH† | XBRL Taxonomy Extension Schema Document | | | |
101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document | | | |
101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document | | | |
101.LAB† | XBRL Taxonomy Extension Label Linkbase Document | | | |
101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document | | | |
| | | | |
† | Filed herewith | | | |
* | Indicates management contract or compensatory plan arrangement | | | |
|
| | | | |
Exhibit Number | Exhibit Description | Form | Date of First Filing | Exhibit Number |
3.1 | | 10-Q | August 3, 2017 | 3.1 |
31.1† | | 10-Q | | |
31.2† | | 10-Q | | |
32.1† | | 10-Q | | |
32.2† | | 10-Q | | |
101.INS† | XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. | | | |
101.SCH† | XBRL Taxonomy Extension Schema Document | | | |
101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document | | | |
101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document | | | |
101.LAB† | XBRL Taxonomy Extension Label Linkbase Document | | | |
101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document | | | |
| | | | |
† | Filed herewith |
* | Indicates management contract or compensatory plan arrangement |