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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 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 1-12649
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 86-0847214
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
111 WEST RIO SALADO PARKWAY, TEMPE, ARIZONA 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (480) 693-0800
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
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 XX NO
THE COMPANY HAS 1,100,000 SHARES OF CLASS A COMMON STOCK AND 35,215,126 SHARES
OF CLASS B COMMON STOCK OUTSTANDING AS OF APRIL 30, 2000.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2000 1999
---------- ----------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents ............................ $ 124,437 $ 112,174
Short-term investments ............................... -- 15,617
Accounts receivable, net ............................. 198,080 118,076
Expendable spare parts and supplies, net ............. 46,805 49,327
Prepaid expenses ..................................... 77,431 42,809
---------- ----------
Total current assets ............................. 446,753 338,003
---------- ----------
Property and equipment:
Flight equipment ..................................... 818,188 801,541
Other property and equipment ......................... 213,181 208,961
Equipment purchase deposits .......................... 86,399 79,399
---------- ----------
1,117,768 1,089,901
Less accumulated depreciation and amortization ....... 398,704 382,187
---------- ----------
Net property and equipment ...................... 719,064 707,714
---------- ----------
Other assets:
Restricted cash ...................................... 32,864 35,579
Reorganization value in excess of amounts allocable to
identifiable assets, net ......................... 309,901 315,275
Other assets, net .................................... 93,688 110,583
---------- ----------
Total other assets ............................... 436,453 461,437
---------- ----------
$1,602,270 $1,507,154
========== ==========
See accompanying notes to condensed consolidated financial statements.
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AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
Current liabilities:
Current maturities of long-term debt ............................. $ 52,060 $ 45,171
Accounts payable ................................................. 146,747 149,816
Air traffic liability ............................................ 278,684 192,799
Accrued compensation and vacation benefits ....................... 34,680 49,865
Accrued taxes .................................................... 26,546 23,158
Other accrued liabilities ........................................ 47,085 38,030
----------- -----------
Total current liabilities .................................... 585,802 498,839
----------- -----------
Long-term debt, less current maturities .............................. 150,871 155,168
Deferred credits and other liabilities ............................... 101,787 106,989
Deferred tax liability, net .......................................... 31,989 31,989
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value. Authorized 48,800,000
shares; no shares issued ..................................... -- --
Class A common stock, $.01 par value. Authorized
1,200,000 shares; issued and outstanding 1,100,000 shares at
March 31, 2000 and December 31, 1999 ......................... 11 11
Class B common stock, $.01 par value. Authorized
100,000,000 shares; issued 48,772,253 shares at March 31, 2000
and 48,561,916 shares at December 31, 1999 ................... 488 486
Additional paid-in capital ....................................... 601,826 599,078
Retained earnings ................................................ 387,696 373,067
----------- -----------
990,021 972,642
Less: Cost of Class B Common Stock in treasury, 13,372,295
shares in 2000 and 13,384,795 shares in 1999 ................. (258,200) (258,473)
----------- -----------
Total stockholders' equity ................................... 731,821 714,169
----------- -----------
$ 1,602,270 $ 1,507,154
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2000 1999
--------- ---------
Operating revenues:
Passenger ........................................ $ 515,067 $ 478,622
Cargo ............................................ 9,935 10,728
TLC net revenues ................................. 17,992 13,271
Other ............................................ 19,898 17,005
--------- ---------
Total operating revenues ..................... 562,892 519,626
--------- ---------
Operating expenses:
Salaries and related costs ....................... 131,373 118,061
Aircraft rents ................................... 79,171 65,525
Other rents and landing fees ..................... 30,180 29,261
Aircraft fuel .................................... 75,692 44,363
Agency commissions ............................... 22,470 29,692
Aircraft maintenance materials and repairs ....... 63,082 48,686
Depreciation and amortization .................... 13,000 11,675
Amortization of excess reorganization value ...... 4,974 4,974
TLC expenses ..................................... 17,645 10,460
Other ............................................ 114,275 106,214
--------- ---------
Total operating expenses ..................... 551,862 468,911
--------- ---------
Operating income ..................................... 11,030 50,715
--------- ---------
Nonoperating income (expenses):
Interest income .................................. 2,342 2,902
Interest expense, net ............................ (3,993) (6,262)
Gain on sale of investment ....................... 15,515 --
Other, net ....................................... 1,137 (618)
--------- ---------
Total nonoperating income (expenses), net .... 15,001 (3,978)
--------- ---------
Income before income taxes ........................... 26,031 46,737
--------- ---------
Income taxes ......................................... 11,402 20,798
--------- ---------
Net income ........................................... $ 14,629 $ 25,939
========= =========
Earnings per share:
Basic ............................................ $ 0.40 $ 0.67
========= =========
Diluted .......................................... $ 0.40 $ 0.63
========= =========
Shares used for computation:
Basic ............................................ 36,310 38,996
========= =========
Diluted .......................................... 36,955 41,116
========= =========
See accompanying notes to condensed consolidated financial statements.
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AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2000 1999
--------- ---------
Net cash provided by operating activities ................. $ 45,945 $ 75,723
Cash flows from investing activities:
Purchases of property and equipment ................... (48,172) (43,292)
Sales of short-term investments ....................... 15,617 18,199
Equipment purchase deposits and other ................. 580 3,520
--------- ---------
Net cash used in investing activities ............. (31,975) (21,573)
--------- ---------
Cash flows from financing activities:
Repayment of debt ..................................... (4,472) (9,883)
Proceeds from issuance of debt ........................ -- 94,274
Repurchase of common stock and AWA warrants ........... -- (4,730)
Other ................................................. 2,765 387
--------- ---------
Net cash provided by (used in) financing activities (1,707) 80,048
--------- ---------
Net increase in cash and cash equivalents ................. 12,263 134,198
--------- ---------
Cash and cash equivalents at beginning of period .......... 112,174 108,360
--------- ---------
Cash and cash equivalents at end of period ................ $ 124,437 $ 242,558
========= =========
Cash, cash equivalents and short-term investments at end
of period ............................................ $ 124,437 $ 251,844
========= =========
Cash paid for:
Interest, net of amounts capitalized .................. $ 6,628 $ 7,444
========= =========
Income taxes .......................................... $ 1,458 $ 17,903
========= =========
Non-cash financing activities:
Notes payable issued for equipment purchase deposits .. $ 14,000 $ 3,500
========= =========
Notes payable canceled under the aircraft
purchase agreement ............................... $ 7,000 $ --
========= =========
See accompanying notes to condensed consolidated financial statements.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include the
accounts of America West Holdings Corporation ("Holdings" or the "Company") and
its wholly-owned subsidiaries, America West Airlines, Inc. ("AWA"), and The
Leisure Company ("TLC"). These statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission and in
accordance with those rules and regulations, certain information and footnotes
required by generally accepted accounting principles have been omitted. In the
opinion of management, the condensed consolidated financial statements reflect
all adjustments, which are of a normal recurring nature, necessary for a fair
presentation. Certain prior year amounts have been reclassified to conform with
current year presentation. The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
2. EARNINGS PER SHARE ("EPS")
The following table presents the computation of basic and diluted EPS.
THREE MONTHS ENDED MARCH 31,
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
BASIC EARNINGS PER SHARE
Income applicable to common stock .............. $ 14,629 $ 25,939
=========== ===========
Weighted average common shares outstanding ..... 36,310,167 38,996,277
=========== ===========
Basic earnings per share ....................... $ 0.40 $ 0.67
=========== ===========
DILUTED EARNINGS PER SHARE
Income applicable to common stock .............. $ 14,629 $ 25,939
=========== ===========
Share computation:
Weighted average common shares outstanding ... 36,310,167 38,996,277
Assumed exercise of stock options and in 1999,
warrants ............................... 644,687 2,120,161
----------- -----------
Weighted average common shares
outstanding as adjusted ................ 36,954,854 41,116,438
=========== ===========
Diluted earnings per share ..................... $ 0.40 $ 0.63
=========== ===========
For the three months ended March 31, 2000 and 1999, options for
3,158,447 and 1,608,383 shares, respectively, are not included in the
computation of diluted EPS because the option exercise prices were greater than
the average market price of common stock for the respective periods.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
3. STOCK REPURCHASE PROGRAM
In February 2000 the Company's Board of Directors approved the
extension of the Company's stock repurchase program to provide for the
repurchase of up to 3.0 million additional shares of Class B Common Stock, in
open market or private transactions, by December 31, 2002. In April 2000 the
Company repurchased 200,000 shares of Class B Common Stock for approximately
$3.0 million.
4. FLIGHT EQUIPMENT
In the first quarter of 2000, AWA entered into aircraft lease
arrangements for one new A319 aircraft and one new A320 aircraft, each with a
lease term of 21 years. In addition, AWA entered into a lease arrangement for
one used A320 aircraft with a lease term of seven years.
5. SALE OF PRICELINE.COM WARRANTS
In March 2000 AWA sold 500,000 warrants to purchase common stock of
Priceline.com, Inc. ("Priceline") for approximately $18.0 million, resulting in
a pretax gain of approximately $15.5 million.
6. SEGMENT DISCLOSURES
Segment reporting financial data as of and for the three months ended
March 31, 2000 and 1999 follows (in thousands of dollars):
MARCH 31, 2000
-----------------------------------------------------------
OTHER/
AWA TLC ELIMINATIONS(a) TOTAL
---------- -------- --------------- ----------
Operating revenue .................. $ 544,888 $ 17,992 $ 12 $ 562,892
Depreciation and amortization ...... 13,000 1,111(b) -- 14,111
Amortization of reorganization value 4,974 400(b) -- 5,374
Operating income ................... 11,853 347 (1,170) 11,030
Capital expenditures ............... 47,078 1,094 -- 48,172
Segment assets ..................... 1,746,246 110,926 (254,902) 1,602,270
MARCH 31, 1999
-----------------------------------------------------------
OTHER/
AWA TLC ELIMINATIONS(a) TOTAL
---------- -------- --------------- ----------
Operating revenue .................. $ 506,462 $13,271 $ (107) $ 519,626
Depreciation and amortization ...... 11,675 430(b) -- 12,105
Amortization of reorganization value 4,974 399(b) -- 5,373
Operating income ................... 48,889 2,811 (985) 50,715
Capital expenditures ............... 43,159 133 -- 43,292
Segment assets ..................... 1,731,288 70,320 (127,425) 1,674,183
(a) Amounts included in the "Other/Eliminations" column reflect the
elimination of intercompany investments and transactions between AWA,
Holdings and TLC.
(b) Included in TLC expenses in the Condensed Consolidated Statement of
Income.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
7. STRATEGIC ALLIANCE WITH BOOK4GOLF.COM
In February 2000 TLC signed a letter of intent to sell America West
Golf Vacations to Book4golf.com, a provider of Internet-based, real-time, golf
tee time reservation systems. Book4golf.com and TLC will form a post-acquisition
strategic alliance to create and market golf vacation packages that can be
designed and purchased on-line, including tee times, green fees, golf lessons,
air travel, car rental and hotel accommodations. The consideration for the
America West Golf Vacations acquisition will be common shares and share purchase
warrants of Book4golf.com. The number of warrants will be based, in part, upon
certain performance driven criteria in the future. The transaction is subject
to, among other things, the completion of definitive agreements, the completion
of due diligence by both parties, approval of the boards of directors of the
parties and certain regulatory and other approvals.
8. SUBSEQUENT EVENT
Sale of Retail Vacations Business
In May 2000 Holdings announced the completion of the sale of a majority
interest in TLC's retail operations, National Leisure Group and The Vacation
Store, to Softbank Capital Partners and General Catalyst LLP. TLC received $52
million in cash and will retain a twelve percent passive ownership interest in
the restructured venture.
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AMERICA WEST AIRLINES, INC.
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Holdings is the parent company of AWA and TLC. AWA is the ninth largest
commercial airline carrier in the United States serving over 60 destinations in
the U.S., Canada and Mexico. TLC arranges and sells leisure travel products that
may include airfare, hotel accommodations, ground transportation and a variety
of other travel options. Holdings' primary business activity is ownership of all
the capital stock of AWA and TLC.
RESULTS OF OPERATIONS
Holdings' operations consist of two distinct lines of business for
financial reporting purposes. Management believes that a discussion of each of
these business lines is appropriate to obtain an understanding of the Company's
results of operations.
SUMMARY
Holdings earned consolidated net income of $14.6 million in the first
quarter of 2000, a decrease of 43.6% from 1999's record first quarter
consolidated net income of $25.9 million. The decline in earnings was due
primarily to a 69% increase in year-over-year fuel price and operating
difficulties experienced by AWA during the quarter. The first quarter 2000
results include a pretax gain of $15.5 million ($9.6 million after tax) from
AWA's sale of Priceline.com warrants (see Note 5, "Sale of Priceline.com
Warrants" in Notes to Condensed Consolidated Financial Statements). Diluted
earnings per share for the first quarter of 2000 were $0.40 compared to $0.63 in
last year's first quarter. Consolidated income tax expense for financial
reporting purposes was $11.4 million for the 2000 first quarter compared to
$20.8 million in the first quarter of 1999.
AWA
The following discussion provides an analysis of AWA's results of
operations for the first quarter of 2000 and material changes compared to the
first quarter of 1999.
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
AMERICA WEST AIRLINES, INC.
STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
THREE MONTH ENDED
MARCH 31,
2000 1999
--------- ---------
Operating revenues:
Passenger ................................... $ 515,067 $ 478,622
Cargo ....................................... 9,935 10,728
Other ....................................... 19,886 17,112
--------- ---------
Total operating revenues ................ 544,888 506,462
--------- ---------
Operating expenses:
Salaries and related costs .................. 130,680 117,555
Aircraft rents .............................. 79,171 65,525
Other rents and landing fees ................ 30,180 29,261
Aircraft fuel ............................... 75,692 44,363
Agency commissions .......................... 22,470 29,692
Aircraft maintenance materials and repairs .. 63,082 48,686
Depreciation and amortization ............... 13,000 11,675
Amortization of excess reorganization value . 4,974 4,974
Other ....................................... 113,786 105,842
--------- ---------
Total operating expenses ................ 533,035 457,573
--------- ---------
Operating income ............................ 11,853 48,889
--------- ---------
Nonoperating income (expenses):
Interest income ............................. 4,341 4,513
Interest expense, net ....................... (5,802) (8,020)
Gain on sale of investment .................. 15,515 --
Other, net .................................. 1,422 (591)
--------- ---------
Total nonoperating income (expenses), net 15,476 (4,098)
--------- ---------
Income before income taxes ...................... $ 27,329 $ 44,791
========= =========
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
The table below sets forth selected operating data for AWA.
THREE MONTHS ENDED PERCENT
MARCH 31, CHANGE
2000 1999 2000 - 1999
------- ------- -----------
Aircraft (end of period) ....................... 125 112 11.6
Average daily aircraft utilization (hours) ..... 11.1 11.9 (6.7)
Available seat miles (in millions) ............. 6,489 6,298 3.0
Block hours (in thousands) ..................... 124,964 119,634 4.5
Average stage length (miles) ................... 865 857 0.9
Average passenger journey (miles) .............. 1,301 1,283 1.4
Revenue passenger miles (in millions) .......... 4,326 4,030 7.3
Load factor (percent) .......................... 66.7 64.0 2.7 points
Passenger enplanements (in thousands) .......... 4,612 4,263 8.2
Yield per revenue passenger mile (cents) ....... 11.91 11.88 0.3
Revenue per available seat mile:
Passenger (cents) ........................... 7.94 7.60 4.5
Total (cents) ............................... 8.40 8.04 4.5
Fuel consumption (gallons in millions) ......... 100.7 99.5 1.2
Average fuel price (cents per gallon) .......... 75.2 44.6 68.6
Average number of full-time equivalent employees 11,854 11,092 6.9
The table below sets forth the major components of operating cost per available
seat mile ("CASM") for AWA.
THREE MONTHS ENDED PERCENT
MARCH 31, CHANGE
2000 1999 2000 - 1999
------- ------- -----------
(in cents)
Salaries and related costs ..................... 2.01 1.87 7.5
Aircraft rents ................................. 1.22 1.04 17.3
Other rents and landing fees ................... .46 .47 (2.1)
Aircraft fuel .................................. 1.17 .70 67.1
Agency commissions ............................. .35 .47 (25.5)
Aircraft maintenance materials and repairs ..... .97 .77 26.0
Depreciation and amortization .................. .20 .19 5.3
Amortization of excess reorganization value .... .08 .08 --
Other .......................................... 1.75 1.68 4.2
----- -----
8.21 7.27 12.9
===== =====
America West's first quarter 2000 financial results were negatively
impacted by operational challenges. In January 2000 AWA's on-time performance,
as reported by the United States Department of Transportation ("DOT"), was
68.8%, and ranked ninth among the ten major airlines. On February 17, 2000, the
airline's automated flight management system, which provides flight crews with
flight plans, aircraft routing, air traffic control management plans, en route
and destination weather and fuel requirements, failed for more than five hours.
Over a period of three days, this resulted in the cancellation of more than 280
flights and many more flight delays. In the first week of March, the airline
experienced another 270 weather-related cancellations and additional delays due
to unusually severe winter storms in Phoenix and weather in other key markets.
AWA
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
ranked tenth in on-time performance, as measured by the DOT, in the first
quarter of 2000. These operating challenges had a significant negative effect on
airline revenues and expenses during the quarter. Through May 10, 2000 the
Company has seen gradual improvement in operating performance. On-time
performance for the period April 1 to May 10, 2000 is 69.9% compared to 64.7% in
the first quarter.
For the three months ended March 31, 2000, AWA realized operating
income of $11.9 million which was a 75.7% decrease from the $48.9 million
operating income in last year's first quarter. Income before income taxes for
the first quarter of 2000 was $27.3 million compared to $44.8 million in the
first quarter of 1999. Income tax expense for financial reporting purposes was
$11.8 million and $19.9 million in the first quarters of 2000 and 1999,
respectively.
Total operating revenues for the 2000 first quarter were a record
$544.9 million. Passenger revenues were $515.1 million for the three months
ended March 31, 2000, an increase of $36.4 million or 7.6% from first quarter
1999. A 7.3% increase in revenue passenger miles ("RPMs") more than offset a
3.0% increase in capacity as measured by available seat miles ("ASMs"),
resulting in a 2.7 point increase in load factor (the percentage of available
seats that are filled with revenue passengers). Passenger revenue per available
seat mile ("RASM") for the quarter increased 4.5% to 7.94 cents from 7.60 cents,
despite a 0.9% increase in average stage length. Revenue per passenger mile
("yield") increased 0.3% to 11.91 cents from 11.88 cents. Cargo revenues for the
first quarter of 2000 decreased 7.4% to $9.9 million due to lower freight and
mail volumes. Other revenues increased 16.2% to $19.9 million due primarily to
expansion and increased profitability of AWA's code sharing agreement with Mesa
Airlines.
CASM increased 12.9% to 8.21 cents in the first quarter of 2000 from
7.27 cents for the comparable 1999 period largely due to higher fuel prices and
the airline's operating reliability issues which led to a reduction in ASMs
without a corresponding reduction in total expenses. As a result, operating
expenses increased $75.5 million in the first quarter of 2000 or 16.5% as
compared to the 1999 first quarter, while ASMs increased only 3.0%. Significant
changes in the components of CASM are explained as follows:
- - Salaries and related costs per ASM increased 7.5% primarily due to a
higher number of employees in the 2000 period to support anticipated
growth. Also, the contract with the Association of Flight Attendants
(signed May 1999), covering the airline's flight attendants, included
higher wage rates. Payroll expense for flight attendants increased by $2.9
million in the first quarter of 2000 as compared to the 1999 first
quarter.
- - Aircraft rent expense per ASM increased 17.3% due to the net addition of
13 leased aircraft to the fleet during the 2000 quarter as compared to
1999 and the effect of a sale/leaseback transaction in August 1999
involving six previously owned aircraft.
- - Aircraft fuel expense per ASM increased 67.1% due to a 68.6% increase in
the average price paid by AWA per gallon of fuel to 75.2 cents in the 2000
quarter from 44.6 cents in 1999.
- - Agency commissions expense per ASM decreased 25.5% as an increase in the
percentage of non-commissionable revenue in the 2000 quarter and a
decrease in the base commission rate from 8% to 5%, effective October 18,
1999, more than offset the increase in commissions resulting from higher
revenues in the first quarter of 2000.
- - Aircraft maintenance materials and repairs expense per ASM increased 26.0%
due primarily to higher airframe maintenance costs ($9.2 million) and
capitalized maintenance amortization expense ($2.8 million) in the first
quarter of 2000 when compared to the 1999 first quarter.
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
- - Depreciation and amortization expense per ASM increased 5.3% due primarily
to an increase in amortization expense related to computer software and
hardware additions and facility improvements to support growth ($1.2
million) and the installation of hush kits on certain owned and leased
Boeing 737-200 aircraft in 1999 ($0.8 million). These increases were
offset in part by a decrease in airframe depreciation ($1.4 million)
resulting from the sale/leaseback transaction in August 1999.
- - Other operating expenses per ASM increased 4.2% to 1.75 cents in the first
quarter of 2000 from 1.68 cents in the 1999 first quarter primarily due to
higher interrupted trip expense driven by the airline's operational
challenges ($4.8 million) and higher costs resulting from growth.
Growth-related costs include computer reservations system booking fees
($1.7 million), property taxes ($1.2 million), aircraft refueling charges
and fuel taxes ($1.1 million), advertising costs ($1.0 million), credit
card discount fees ($0.9 million), furnished accommodations ($0.8
million), and catering expense ($0.5 million). These increases were offset
in part by a $7.3 million quarter-over-quarter decrease in Year 2000
remediation costs.
AWA had net nonoperating income of $15.5 million in the first quarter
of 2000 as compared to $4.1 million of net nonoperating expense in the 1999
first quarter. The period-over-period change was primarily due to a $15.5
million gain on sale of 500,000 warrants to purchase common stock of
Priceline.com, Inc. in the first quarter of 2000. (See Note 5 "Sale of
Priceline.com Warrants" in Notes to Condensed Consolidated Financial
Statements.) Net interest expense decreased $2.2 million in the first quarter of
2000 when compared to the 1999 first quarter due to lower average outstanding
debt.
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
TLC
TLC's consolidated statements of income include the results of The
Vacation Store ("TVS"), acquired in November 1998, and National Leisure Group
("NLG"), acquired in May 1999. In May 2000 Holdings announced the completion of
the sale of a majority interest in TLC's retail operations, NLG and TVS. (See
Note 7, "Subsequent Event - Sale of Retail Vacations Business" in Notes to
Condensed Consolidated Financial Statements.) The following discussion provides
an analysis of TLC's results of operations and reasons for material changes
therein.
THE LEISURE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31,1999
-------------- -------------
Operating revenues ................ $ 72,658 $46,059
Cost of goods sold ................ 54,666 32,788
-------- -------
Net revenues ...................... 17,992 13,271
Total operating expenses .......... 17,645 10,460
-------- -------
Operating income .................. 347 2,811
-------- -------
Nonoperating income (expenses), net (210) 127
-------- -------
Income before income taxes ........ $ 137 $ 2,938
======== =======
Supplemental information:
Gross revenues .................... $ 94,556 $46,059
======== =======
Note: Net revenues represent the gross profit earned on the sale of travel
services by The Leisure Company. This amount is included in Holdings'
consolidated operating revenues. Gross revenues represent the total
purchase price of all travel services booked by The Leisure Company.
TLC's consolidated income before income taxes for the 2000 first
quarter was $137,000, a $2.8 million decrease when compared to the first quarter
of 1999. Consolidated operating revenues increased $26.6 million in the 2000
quarter as compared to 1999 due primarily to the acquisition of NLG. NLG and TVS
had operating revenues of $36.9 million and $2.7 million, respectively, which
more than offset a $4.8 million decrease in TLC's wholesale vacation package
revenues due to lower passenger volumes and a decrease in revenue per passenger.
Consolidated operating revenues include commissions and overrides earned by NLG
and TVS related to the sale of retail vacation products. Gross revenues, which
reflect the full retail value of commissioned sales, increased $48.5 million
compared to the 1999 first quarter. The increase was primarily due to NLG and
TVS, which contributed gross revenues of $54.2 million and $7.2 million,
respectively, in the first quarter of 2000. Consolidated cost of goods sold was
$54.7 million in first quarter 2000, an increase of $21.9 million from first
quarter 1999. The cost of retail packages sold by NLG and TVS was $29.0 million
and $1.8 million, respectively. The cost of wholesale packages sold decreased
$1.9 million compared to the 1999 first quarter due
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
to lower passenger volumes. Consolidated net revenues increased $4.7 million in
the first quarter of 2000. Total consolidated operating expenses increased $7.2
million due primarily to the acquisition of NLG.
LIQUIDITY AND CAPITAL RESOURCES
Holdings' unrestricted cash and cash equivalents and short-term
investments decreased $3.4 million to $124.4 million at March 31, 2000 from
$127.8 million at December 31, 1999. Net cash provided by operating activities
decreased to $45.9 million for the quarter ended March 31, 2000 from $75.7
million in the first quarter 1999 due principally to an $11.3 million decrease
in net income and an $18.1 million increase in prepaid aircraft rent due to the
net addition of 13 new aircraft to the fleet during the 2000 quarter as compared
to 1999. Net cash used in investing activities increased to $32.0 million for
the 2000 period from $21.6 million for the 1999 period due to a $4.9 million
increase in purchases of property and equipment and a $2.6 million decrease in
sales of short-term investments. Net cash used in financing activities was $1.7
million for the 2000 first quarter as compared to $80.0 million provided by
financing activities in the 1999 period. In the first quarter of 2000 AWA repaid
$4.5 million of debt and received $2.8 million from the exercise of stock
options. The 1999 period included $94.3 million of borrowing under AWA's
revolving credit facility offset in part by $9.9 million of debt repayments and
purchases of common stock and AWA warrants totaling $4.7 million.
Operating with a working capital deficiency is common in the airline
industry as tickets sold for transportation which have not yet been provided are
classified as a current liability while the related income-producing assets, the
aircraft, are classified as non-current. The Company's working capital
deficiency at March 31, 2000 was $139.0 million.
Long-term debt maturities through 2002 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft. Such
maturities are $40.7 million, $9.8 million and $9.7 million, respectively, for
the remainder of 2000, 2001 and 2002. Management expects to fund the remaining
long-term debt maturities with cash from operations or by refinancing the
underlying obligations, subject to availability and market conditions.
At March 31, 2000 AWA had a commitment to AVSA S.A.R.L., an affiliate
of Airbus Industrie ("AVSA"), to purchase a total of 40 Airbus aircraft, with
eight remaining to be delivered in 2000. AWA also has 25 options and 25 purchase
rights to purchase aircraft in the "A320" family of aircraft (A318s, A319s,
A320s and A321s) for delivery in 2004 through 2008. The aggregate net cost of
firm commitments remaining under the aircraft order is approximately $1.6
billion.
In September 1999 America West Airlines 1999-1 Pass Through Trusts
issued $253.8 million of Pass Through Trust Certificates in connection with the
financing of five Airbus A319 aircraft and five Airbus A320 aircraft to be
purchased from AVSA. The Pass Through Trust Certificates are not direct
obligations of, nor guaranteed by Holdings and AWA. The combined effective
interest rate on the financing is 8.22%. Four A319 and four A320 aircraft that
are the subject of this financing were delivered in 1999. The remaining two
aircraft were delivered in February 2000.
AWA intends to seek additional financing (which may include public debt
financing or private financing) in the future when and as appropriate to support
these aircraft orders. There can be no assurance that sufficient funding will be
obtained for all aircraft. A default by AWA under the AVSA purchase commitment
could have a material adverse effect on AWA.
In December 1999 AWA entered into a $125 million senior secured
revolving credit facility with a group of financial institutions that has a
three-year term. The credit agreement is secured by certain assets of AWA. As of
March 31, 2000, $109.5 million was available for borrowing based on the value of
the assets pledged. There were no outstanding borrowings as of March 31, 2000.
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In February 2000 the Company's Board of Directors approved the
extension of the Company's stock repurchase program to provide for the
repurchase of up to 3.0 million additional shares of Class B Common Stock, in
open market or private transactions, by December 31, 2002.
In February 2000 TLC signed a letter of intent to sell America West
Golf Vacations to Book4golf.com, a provider of Internet-based, real-time, golf
tee time reservations systems. Book4golf.com and TLC will form a
post-acquisition strategic alliance to create and market golf vacation packages
that can be designed and purchased on-line, including tee times, green fees,
golf lessons, air travel, car rental and hotel accommodations. The consideration
for the America West Golf Vacations acquisition will be common shares and share
purchase warrants of Book4golf.com. The number of warrants will be based, in
part, upon certain performance driven criteria in the future. The transaction is
subject to, among other things, the completion of definitive agreements, the
completion of due diligence by both parties, approval of the boards of directors
of the parties and certain regulatory and other approvals.
In May 2000 Holdings announced the completion of the sale of a majority
interest in TLC's retail operations, NLG and TVS, to Softbank Capital Partners
and General Catalyst LLP. TLC received $52 million in cash and will retain a
twelve percent passive ownership interest in the restructured venture.
Capital expenditures for the quarters ended March 31, 2000 and 1999
were approximately $48.2 million and $43.3 million, respectively. Included in
these amounts are capital expenditures for capitalized maintenance of
approximately $30.0 million for the first quarter of 2000 and $27.4 million for
the first quarter of 1999.
Certain of Holdings' and AWA's long-term debt agreements contain
minimum cash balance requirements, leverage ratios, coverage ratios and other
financial covenants with which Holdings and AWA were in compliance at March 31,
2000.
OTHER INFORMATION
LABOR RELATIONS
In April 2000 the Company announced that it had reached a tentative
agreement with the Transportation Workers Union ("TWU"), representing the
airline's approximately 2,000 fleet service workers, on a five-year collective
bargaining agreement. The agreement is subject to ratification by the union's
membership. Union members will vote during May 2000 and results of the
ratification election are expected to be announced on June 1, 2000.
The Company also has begun negotiations with the Airline Pilots
Association ("ALPA") on a new contract for AWA's pilots. The existing contract
with ALPA became amendable in May 2000. The Company cannot predict the outcome
or the form of future collective bargaining agreements and therefore the effect,
if any, on AWA's operations or financial performance.
ADDITIONAL INFORMATION
The air travel business historically fluctuates in response to general
economic conditions. The airline industry is sensitive to changes in economic
conditions that affect business and leisure travel and is highly susceptible to
unforeseen events that result in declines in air travel, such as political
instability, regional hostilities, recession, fuel price escalation, inflation,
adverse weather conditions, labor instability or regulatory oversight. The
Company's results of operations for interim periods are not necessarily
indicative of those for an entire year, because the travel business is subject
to seasonal fluctuations. Due to the greater demand for air and leisure travel
during the summer months, revenues in the airline and leisure travel industries
in the second and third quarters of the year tend to be greater than revenues in
the first and fourth quarters of the year.
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This discussion contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. When used in this
document, the words "anticipate", "estimate", "project", "expect" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated, projected or expected. Among the key factors that may have a direct
bearing on the Company's results are competitive practices in the airline and
travel industries generally and particularly in the Company's principal markets,
the ability of the Company to meet existing financial obligations in the event
of adverse industry or economic conditions or to obtain additional capital to
fund future commitments and expansion, the Company's relationship with employees
and the terms of future collective bargaining agreements and the impact of
current and future laws and governmental regulations affecting the airline and
travel industries and the Company's operations. For additional discussion of
such risks see "Business - Risk Factors," included in Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 which is on file
with the Securities and Exchange Commission. Any forward-looking statements
speak only as of the date such statements are made.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK SENSITIVE INSTRUMENTS
(a) Commodity Price Risk
As of March 31, 2000 the Company had entered into fixed price swap and
price collar transactions hedging approximately 23% of the Company's second
quarter 2000 projected fuel requirements. This represents approximately 7% of
its projected remaining 2000 fuel requirements. The Company has not initiated
hedge transactions for its third and fourth quarter 2000 projected fuel
requirements. The use of such transactions in the Company's fuel hedging program
could result in the Company not fully benefiting from certain declines in jet
fuel prices. At March 31, 2000 the Company estimates that a 10% change in the
price per gallon of jet fuel would have changed the fair value of the existing
swap contracts by $1.7 million.
As of May 12, 2000 approximately 11% of AWA's remaining 2000 fuel
requirements are hedged.
(b) Interest Rate Risk
The Company's exposure to interest rate risk relates primarily to its
variable rate long-term debt obligations. At March 31, 2000 the Company's
variable-rate long-term debt obligations represented approximately 12% of its
total long-term debt. If interest rates increased 10% in 2000, the impact on the
Company's results of operations would not be material.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
*10.26 Revolving Credit Agreement dated as of December 10,
1999, among America West Airlines, Inc. and the
Industrial Bank of Japan, Limited, Citicorp USA, Inc.,
Salomon Smith Barney, Inc. and Bankers Trust Company.
*10.37 Second Amendment to Employment Agreement dated as of
January 1, 2000 by and among America West Holdings
Corporation, America West Airlines, Inc., The Leisure
Company and William A. Franke.
*27.1 Financial Data Schedule - America West Holdings
Corporation.
-----
* Filed herewith.
b. Reports on Form 8-K
None
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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA WEST HOLDINGS CORPORATION
By /s/ W. Douglas Parker
---------------------
W. Douglas Parker
Executive Vice President
DATED: May 15, 2000
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MARCH 31, 2000
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
*10.26 Revolving Credit Agreement dated as of December 10,
1999, among America West Airlines, Inc. and the
Industrial Bank of Japan, Limited, Citicorp USA, Inc.,
Salomon Smith Barney, Inc. and Bankers Trust Company.
*10.37 Second Amendment to Employment Agreement dated as of
January 1, 2000 by and among America West Holdings
Corporation, America West Airlines, Inc., The Leisure
Company and William A. Franke.
*27.1 Financial Data Schedule - America West Holdings
Corporation.
-----
* Filed herewith.
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