1
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 SEPTEMBER 30, 1998 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)
51 WEST THIRD STREET TEMPE, ARIZONA 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (602) 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 45,243,856 SHARES
OF CLASS B COMMON STOCK OUTSTANDING AS OF OCTOBER 31, 1998.
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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)
SEPTEMBER 30, DECEMBER 31,
1998 1997
---- ----
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents ............................ $ 130,462 $ 172,303
Short-term investments ............................... 52,104 --
Accounts receivable, net ............................. 97,531 87,538
Expendable spare parts and supplies, net ............. 27,083 27,135
Prepaid expenses ..................................... 55,541 36,917
---------- ----------
Total current assets ............................. 362,721 323,893
---------- ----------
Property and equipment:
Flight equipment ..................................... 877,797 783,384
Other property and equipment ......................... 154,490 143,172
Equipment purchase deposits .......................... 73,149 45,246
---------- ----------
1,105,436 971,802
Less accumulated depreciation and amortization ....... 374,156 276,430
---------- ----------
Net property and equipment ...................... 731,280 695,372
---------- ----------
Other assets:
Restricted cash ...................................... 32,186 57,158
Reorganization value in excess of amounts allocable to
identifiable assets, net ......................... 342,146 363,268
Deferred income taxes ................................ 74,700 74,700
Other assets, net .................................... 35,487 32,400
---------- ----------
Total other assets ............................... 484,519 527,526
---------- ----------
$1,578,520 $1,546,791
========== ==========
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)
SEPTEMBER 30, DECEMBER 31,
1998 1997
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
Current liabilities:
Current maturities of long-term debt ................................. $ 71,704 $ 54,000
Accounts payable ..................................................... 99,242 140,908
Air traffic liability ................................................ 234,699 173,149
Accrued compensation and vacation benefits ........................... 44,894 37,267
Accrued taxes ........................................................ 112,552 36,064
Other accrued liabilities ............................................ 43,588 44,554
----------- -----------
Total current liabilities ........................................ 606,679 485,942
----------- -----------
Long-term debt, less current maturities .................................. 214,933 272,760
Deferred credits and other liabilities ................................... 95,882 104,519
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
September 30, 1998 and 1,200,000 shares at December 31, 1997 ..... 11 12
Class B common stock, $.01 par value. Authorized
100,000,000 shares; issued 45,243,856 shares at September 30, 1998
and 44,782,404 shares at December 31, 1997 ....................... 452 448
Additional paid-in capital ........................................... 557,730 565,546
Retained earnings .................................................... 233,526 145,107
----------- -----------
791,719 711,113
Less: Cost of Class B Common Stock in treasury, 6,437,095
shares in 1998 and 1,486,168 shares in 1997 ...................... (130,693) (27,543)
----------- -----------
Total stockholders' equity ....................................... 661,026 683,570
----------- -----------
$ 1,578,520 $ 1,546,791
=========== ===========
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
Operating revenues:
Passenger..................................... $ 459,421 $ 433,898 $1,394,255 $1,320,191
Cargo......................................... 10,011 13,354 34,503 38,164
Leisure Co. net revenues...................... 13,844 -- 40,313 --
Other......................................... 15,992 14,870 47,108 43,710
---------- ---------- ---------- ----------
Total operating revenues.................. 499,268 462,122 1,516,179 1,402,065
---------- ---------- ---------- ----------
Operating expenses:
Salaries and related costs.................... 112,115 106,715 330,974 310,058
Aircraft rents................................ 60,846 56,292 179,786 166,313
Other rents and landing fees.................. 30,504 29,891 88,757 89,569
Aircraft fuel................................. 47,300 57,334 145,382 184,058
Agency commissions............................ 24,586 36,644 91,103 115,408
Aircraft maintenance materials and repairs.... 48,291 37,161 134,760 106,142
Depreciation and amortization................. 12,659 12,034 37,722 36,459
Amortization of excess reorganization value... 5,174 5,818 15,122 18,329
Leisure Co. expenses.......................... 8,217 -- 28,333 --
Other......................................... 103,590 83,249 292,106 254,699
---------- ---------- ---------- ----------
Total operating expenses.................. 453,282 425,138 1,344,045 1,281,035
---------- ---------- ---------- ----------
Operating income.................................. 45,986 36,984 172,134 121,030
---------- ---------- ---------- ----------
Nonoperating income (expenses):
Interest income............................... 3,969 2,332 10,941 7,597
Interest expense, net......................... (5,959) (4,040) (20,007) (24,778)
Other, net.................................... (254) 365 (1,322) 493
---------- ---------- ---------- ----------
Total nonoperating expenses, net.......... (2,244) (1,343) (10,388) (16,688)
---------- ---------- ---------- ----------
Income before income taxes........................ 43,742 35,641 161,746 104,342
---------- ---------- ---------- ----------
Income taxes...................................... 21,878 17,719 73,327 49,458
---------- ---------- ---------- ----------
Net income........................................ $ 21,864 $ 17,922 $ 88,419 $ 54,884
========== ========== ========== ==========
Earnings per share:
Basic......................................... $ 0.52 $ 0.40 $ 2.05 $ 1.23
========== ========== ========== ==========
Diluted....................................... $ 0.49 $ 0.40 $ 1.88 $ 1.20
========== ========== ========== ==========
Shares used for computation:
Basic ........................................ 41,841 44,554 43,145 44,505
========== ========== ========== ==========
Diluted....................................... 44,998 45,373 47,080 45,935
========== ========== ========== ==========
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)
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
---- ----
Net cash provided by operating activities .............. $ 306,036 $ 150,001
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment ................ (113,563) (113,706)
Sales (purchases) of short-term investments ........ (52,104) 36,175
Equipment purchase deposits and other .............. (15,891) (10,539)
--------- ---------
Net cash used in investing activities .......... (181,558) (88,070)
--------- ---------
Cash flows from financing activities:
Repayment of debt .................................. (52,138) (34,590)
Repurchase of common stock and AWA warrants ........ (118,233) (13,342)
Other .............................................. 4,052 1,105
--------- ---------
Net cash used in financing activities .......... (166,319) (46,827)
--------- ---------
Net increase (decrease) in cash and cash equivalents ... (41,841) 15,104
--------- ---------
Cash and cash equivalents at beginning of period ....... 172,303 137,499
--------- ---------
Cash and cash equivalents at end of period ............. $ 130,462 $ 152,603
========= =========
Cash, cash equivalents and short-term investments at end
of period ......................................... $ 182,566 $ 155,559
========= =========
Cash paid for:
Interest, net of amounts capitalized ............... $ 19,397 $ 26,083
========= =========
Income taxes ....................................... $ 6,274 $ 202
========= =========
Non-cash financing activities:
Notes payable issued for equipment purchase deposits $ 24,500 $ 26,245
========= =========
Notes payable canceled under the aircraft
purchase agreement ............................ $ (12,596) $ (58,929)
========= =========
See accompanying notes to condensed consolidated financial statements.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
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 ("Leisure Co."). These statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission and do not
include all information and footnotes required by generally accepted accounting
principles. 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, 1997.
2. EARNINGS PER SHARE ("EPS")
In 1997, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," which standardized reporting
for EPS into basic EPS and diluted EPS. All prior period EPS data have been
restated to conform to SFAS No. 128.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
(in thousands of dollars except share data)
BASIC EARNINGS PER SHARE
Income applicable to common stock ................. $ 21,864 $ 17,922 $ 88,419 $ 54,884
=========== =========== =========== ===========
Weighted average common shares outstanding ........ 41,840,761 44,554,499 43,145,085 44,504,996
=========== =========== =========== ===========
Basic earnings per share .......................... $ 0.52 $ 0.40 $ 2.05 $ 1.23
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE
Income applicable to common stock ................. $ 21,864 $ 17,922 $ 88,419 $ 54,884
=========== =========== =========== ===========
Share computation:
Weighted average common shares outstanding ...... 41,840,761 44,554,499 43,145,085 44,504,996
Assumed exercise of stock options and warrants .. 3,157,674 818,991 3,935,142 1,430,286
----------- ----------- ----------- -----------
Weighted average common shares
outstanding as adjusted ................... 44,998,435 45,373,490 47,080,227 45,935,282
=========== =========== =========== ===========
Diluted earnings per share ........................ $ 0.49 $ 0.40 $ 1.88 $ 1.20
=========== =========== =========== ===========
For the three and nine months ended September 30, 1998, options for
1,101,185 and 484,474 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. Similarly, for the
three and nine months ended September 30,1997, options for 1,240,938 and
1,112,140 shares, respectively, are not included in the computation of diluted
EPS.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
3. STOCK REPURCHASE PROGRAM
In July 1998, the Company repurchased 197,900 shares of Class B
Common Stock remaining pursuant to a stock repurchase program encompassing 2.5
million shares of Class B Common Stock and all outstanding warrants.
In August 1998, the Company's Board of Directors approved the
extension of the Company's stock repurchase program to provide for the
repurchase of up to 5.0 million shares of Class B Common Stock and all of AWA's
5.4 million publicly traded warrants.
In the third quarter of 1998 the Company repurchased 2,632,500 shares
of Class B Common Stock on the open market for approximately $41.8 million and
AWA repurchased 1,384,500 of its publicly traded warrants to purchase common
stock of Holdings for $6.9 million pursuant to this program. In October 1998,
the Company repurchased 951,000 shares of Class B Common Stock under this stock
repurchase plan for approximately $10.5 million and AWA repurchased 400,000 of
its publicly traded warrants to purchase common stock of Holdings for $1.6
million.
4. MESA CODE SHARE AGREEMENT
In July 1998, AWA entered into a codesharing agreement with Mesa
Airlines ("Mesa") whereby Mesa serves as a feeder carrier for AWA to provide
America West Express regional airline service from AWA's Phoenix, Las Vegas and
Columbus hubs using Canadair regional jets, deHavilland turboprops and
Hawker-Beech 1900 aircraft. The codesharing agreement with Mesa provides for
convenient flight schedules, passenger handling and computer reservations under
the AWA flight designator code. The Mesa agreement will be in effect through
August 2004.
5. FAA SETTLEMENT
On July 15, 1998, AWA and the FAA entered into an agreement to settle
disputes over alleged maintenance violations. Under the agreement, AWA did not
admit any wrongdoing, has implemented certain changes in maintenance oversight
and paid a civil penalty of $2.5 million. An additional civil penalty of $2.5
million will be forgiven upon implementation of the terms of the agreement.
6. FLIGHT EQUIPMENT
In July 1998, AWA entered into aircraft lease arrangements for two
B737-300 aircraft with lease terms of five and six years, respectively. In
September 1998, AWA entered into aircraft lease arrangements for two A320
aircraft, each with a lease term of 10 years.
7. SUBSEQUENT EVENTS
FINANCING TRANSACTION
In October 1998, America West Airlines 1998-1 Pass Through Trusts
issued $190.5 million of Pass Through Trust Certificates in connection with
the financing of six Airbus A319 aircraft and two Airbus A320 aircraft.
The combined effective interest rate on the financing is 6.99 percent.
The aircraft that are the subject of this financing will be delivered between
November 1998 and August 1999.
The Pass Through Trust Certificates were issued by separate pass
through trusts which will hold equipment notes issued upon delivery of the
financed aircraft which will be secured by a security interest in such aircraft.
The equipment notes will be issued in respect of, at AWA's election, a leveraged
lease financing or a mortgage financing of the relevant aircraft. The Pass
Through Trust Certificates are not direct obligations of, or guaranteed by
AWA.
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AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
LABOR CONTRACT
On October 7, 1998, AWA and the International Brotherhood of Teamsters
("IBT"), entered into a five-year collective bargaining agreement covering
the airline's 400 mechanics and related personnel. The five-year agreement
resolves issues regarding pay rates, benefits and working conditions and is
the mechanics' first contract with AWA.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Holdings became the holding company for AWA effective midnight,
December 31, 1996. In January 1998, Leisure Co. began operations as a new
leisure travel subsidiary of Holdings to develop and grow the Company's vacation
package tour business. Holdings' primary business activity is ownership of all
the capital stock of AWA and Leisure Co.
RESULTS OF OPERATIONS
With commencement of Leisure Co. operations, Holdings 1998 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 understand the Company's results of operations. Management also
believes that an improved understanding of the Company's results can be gained
by comparing the three and nine months ended September 30, 1998 to pro forma
results for the three and nine months ended September 30,1997, which assumes
Leisure Co. had commenced operations as a Holdings' subsidiary on January 1,
1997. The unaudited pro forma statements of income for AWA and Leisure Co.
presented herein have been prepared based upon certain pro forma adjustments to
AWA's historical statements of income for the three and nine months ended
September 30, 1997. The 1997 pro forma results for AWA and Leisure Co. are for
information purposes only and are not necessarily indicative of what actually
would have been achieved if Leisure Co. had functioned as a separate entity
during such periods. In addition, the pro forma information is not intended to
be a projection of results that will be obtained in the future.
SUMMARY
For the three months ended September 30, 1998, Holdings earned record
consolidated net income of $21.9 million, a 22 percent increase over
consolidated net income of $17.9 million in 1997. Diluted earnings per share for
the three months ended September 30, 1998 was $.49 compared to $.40 in the three
months ended September 30, 1997. Consolidated income tax expense for financial
reporting purposes was $21.9 million for the three months ended September 30,
1998 compared to $17.7 million for the three months ended September 30, 1997.
Holdings also had record consolidated net income for the nine months
ended September 30, 1998, realizing $88.4 million compared to $54.9 million in
the 1997 period, a 61 percent increase. For the nine months ended September 30,
1998, diluted earnings per share was $1.88 compared to $1.20 for the 1997
period. Consolidated income tax expense for financial reporting purposes was
$73.3 million and $49.5 million for the nine months ended September 30, 1998 and
1997, respectively.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
AWA
The following discussion provides an analysis of AWA's results of operations and
material changes therein.
America West Airlines, Inc.
Statements of Income
(In thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
Pro Forma Pro Forma
Operating revenues:
Passenger ................................ $ 459,421 $ 433,898 $ 1,394,255 $ 1,320,191
Cargo .................................... 10,011 13,354 34,503 38,164
Other .................................... 15,992 14,870 47,108 43,710
----------- ----------- ----------- -----------
Total operating revenues .............. 485,424 462,122 1,475,866 1,402,065
----------- ----------- ----------- -----------
Operating expenses:
Salaries and related costs ............... 111,686 104,778 329,532 304,394
Aircraft rents ........................... 60,846 56,292 179,786 166,313
Other rents and landing fees ............. 30,504 29,891 88,756 89,569
Aircraft fuel ............................ 47,300 57,334 145,382 184,058
Agency commissions ....................... 24,586 34,658 91,103 109,781
Aircraft maintenance materials and
repairs ................................ 48,291 37,161 134,760 106,142
Depreciation and amortization ............ 12,659 11,944 37,722 36,174
Amortization of excess reorganization
value .................................. 4,974 5,485 14,922 17,330
Other .................................... 103,131 90,431 290,841 276,437
----------- ----------- ----------- -----------
Total operating expenses .............. 443,977 427,974 1,312,804 1,290,198
----------- ----------- ----------- -----------
Operating income ............................. 41,447 34,148 163,062 111,867
----------- ----------- ----------- -----------
Nonoperating income (expenses):
Interest income .......................... 5,835 4,043 16,921 12,673
Interest expense, net .................... (8,059) (5,769) (25,994) (29,910)
Other, net ............................... 148 364 (116) 493
----------- ----------- ----------- -----------
Total nonoperating expenses, net ...... (2,076) (1,362) (9,189) (16,744)
----------- ----------- ----------- -----------
Income before income taxes ................... $ 39,371 $ 32,786 $ 153,873 $ 95,123
=========== =========== =========== ===========
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
The table below sets forth selected operating data for AWA.
Three Months Ended Percent Nine Months Ended Percent
September 30, Change September 30, Change
1998 1997 1998-1997 1998 1997 1998-1997
---- ---- --------- ---- ---- ---------
Aircraft (end of period).................... 105 102 2.9 105 102 2.9
Average daily aircraft utilization (hours).. 11.9 12.3 (3.3) 12.1 12.3 (1.6)
Available seat miles (in millions).......... 6,142 5,980 2.7 18,070 17,618 2.6
Block hours................................. 114,785 114,965 (0.2) 343,037 340,776 0.7
Average stage length (miles)................ 827 783 5.6 816 773 5.6
Average passenger journey (miles)........... 1,281 1,163 10.1 1,207 1,132 6.6
Revenue passenger miles (in millions)....... 4,417 4,213 4.8 12,340 12,339 --
Load factor (percent)....................... 71.9 70.5 1.4pts 68.3 70.0 (1.7)pts
Passenger enplanements (in thousands)....... 4,665 4,692 (0.6) 13,457 13,956 (3.6)
Yield per revenue passenger mile (cents).... 10.40 10.30 1.0 11.30 10.70 5.6
Revenue per available seat mile:
Passenger (cents)........................ 7.48 7.26 3.0 7.72 7.49 3.1
Total (cents)............................ 7.90 7.73 2.2 8.17 7.96 2.6
Fuel consumption (gallons in millions)...... 98.2 96.6 1.7 288.4 282.1 2.2
Fuel price (cents per gallon)............... 48.17 59.36 (18.9) 50.41 65.25 (22.7)
Average number of full-time equivalent
employees................................ 9,894 9,599 3.1 9,677 9,567 1.2
The table below sets forth the major components of operating cost per
available seat mile ("CASM") for AWA. CASM for 1997 is based on pro forma 1997
operating expenses.
Three Months Ended Percent Nine Months Ended Percent
September 30, Change September 30, Change
1998 1997 1998-1997 1998 1997 1998-1997
---- ---- --------- ---- ---- ---------
Pro Forma Pro Forma
(in cents)
Salaries and related costs.................... 1.82 1.75 4.0 1.82 1.73 5.2
Aircraft rents................................ .99 .94 5.3 1.00 .94 6.4
Other rents and landing fees.................. .50 .50 -- .49 .51 (3.9)
Aircraft fuel................................. .77 .96 (19.8) .81 1.04 (22.1)
Agency commissions............................ .40 .58 (31.0) .50 .62 (19.4)
Aircraft maintenance materials and repairs.... .79 .62 27.4 .75 .60 25.0
Depreciation and amortization................. .20 .20 -- .21 .21 --
Amortization of excess reorganization value... .08 .09 (11.1) .08 .10 (20.0)
Other......................................... 1.68 1.52 10.5 1.61 1.57 2.6
---- ---- ---- ----
7.23 7.16 1.0 7.27 7.32 (0.7)
==== ==== ==== ====
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
Three Months Ended September 30, 1998 and 1997
In the third quarter of 1998, AWA experienced a significant increase
in canceled flights as contract negotiations with the airline's mechanics,
represented by the International Brotherhood of Teamsters ("IBT"), continued. In
late July 1998 the Company undertook an aggressive recovery plan to improve
operational performance. This included the implementation of key initiatives
such as hiring additional mechanics and maintenance support personnel, improving
spare parts availability, and adding spare aircraft and additional overnight
maintenance capability at line locations. Also, in October 1998 AWA entered into
a five-year collective bargaining agreement with the IBT. (See Note 7,
"Subsequent Events - Labor Contract" in Notes to Condensed Consolidated
Financial Statements.) As a result of these initiatives, AWA experienced a
significant reduction in cancellations in October 1998.
Despite these operational difficulties, AWA realized operating income
of $41.4 million for the three months ended September 30, 1998, a 21.4 percent
increase over the $34.1 million operating income recognized in last year's
quarter. Income before income taxes for the three month period in 1998 was $39.4
million compared to $32.8 million in the 1997 period.
Total operating revenues for the 1998 third quarter were $485.4
million. Passenger revenues were $459.4 million for the three months ended
September 30, 1998, an increase of $25.5 million or 5.9 percent from the 1997
period. Passenger revenue per available seat mile ("RASM") for the quarter
increased 3.0 percent to 7.48 cents from 7.26 cents driven by a 1.4 point
increase in load factor (the percentage of available seats that are filled with
revenue passengers) to 71.9 percent. Passenger yield increased 1.0 percent to
10.40 cents. RASM and yield improved despite a 5.6 percent increase in aircraft
stage length as the airline continued its strategic growth in long-haul business
markets. Capacity, as measured by available seat miles ("ASMs"), increased 2.7
percent in the 1998 third quarter as compared to the 1997 quarter. Cargo and
other revenues decreased 7.9 percent to $26.0 million for the third quarter of
1998.
The increase in cancellations discussed above resulted in lost revenue,
which was only partially offset by cost savings. This contributed to a 1.0
percent increase in CASM to 7.23 cents in the third quarter of 1998 from 7.16
cents for the comparable 1997 period. Significant changes in the components of
operating expense per ASM are explained as follows:
- - - Salaries and related costs per ASM increased 4.0 percent primarily due
to increases in the accrual for AWArd Pay ($2.0 million) resulting from
higher operating income in 1998 and employee benefit related costs.
AWArd Pay is the program by which AWA awards performance bonuses to
eligible non-executive, non-union employees provided certain annually
established operating and performance targets are attained. In
addition, a salary level increase in the pilot contract that was
effective May 1997 and increased training in anticipation of growth
drove pilot salaries per ASM higher in the 1998 quarter over the
comparable 1997 period.
- - - Aircraft rent expense per ASM increased 5.3 percent due to the net
addition of three leased aircraft to the fleet during the 1998 quarter
as compared to the 1997 quarter, and a reduction in ASMs per aircraft
due to the increased cancellations.
- - - Aircraft fuel expense per ASM decreased 19.8 percent due to an 18.9
percent decrease in the average price per gallon of fuel to 48.17 cents
in the 1998 quarter from 59.36 cents in the 1997 quarter.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
- - - Agency commissions expense per ASM decreased 31.0 percent as cost
reductions associated with the change in agency commission rate from 10
percent to eight percent in October 1997 and the $50 commission cap
implemented on May 1, 1998 more than offset the effects of higher
passenger revenues in the 1998 quarter.
- - - Aircraft maintenance materials and repairs expense per ASM increased
27.4 percent primarily due to the $6.1 million increase in capitalized
maintenance amortization expense for the third quarter of 1998 when
compared to the 1997 third quarter.
- - - Amortization of excess reorganization value expense per ASM decreased
11.1 percent as a result of the reduction in the unamortized balance of
excess reorganization value due to the utilization of tax attributes of
the pre-reorganized AWA.
- - - Other operating expenses per ASM increased 10.5 percent to 1.68 cents
from 1.52 cents primarily due to higher interrupted trip expense
resulting from the increased cancellations, the effect in the 1998
quarter of Year 2000 costs, and crew accommodation costs. These
increases were offset in part by reduced advertising costs.
Net nonoperating expenses increased $0.7 million to $2.1 million in the
third quarter of 1998 from $1.4 million in 1997. Interest expense in the 1997
third quarter was reduced by a $5 million reversal of previously accrued
interest related to the restructuring in September 1997 of the aircraft purchase
agreement with AVSA S.A.R.L., an affiliate of Airbus Industrie. Excluding the
reversal, net interest expense decreased $4.0 million in the 1998 third
quarter due to lower average outstanding debt.
Nine Months Ended September 30, 1998 and 1997
For the nine months ended September 30, 1998, AWA realized operating
income of $163.1 million, a 45.8 percent increase over the $111.9 million
operating income recognized in the nine months ended September 30, 1997. Income
before income taxes for the nine month period in 1998 was $153.9 million
compared to $95.1 million in the comparable 1997 period.
Total operating revenues for the nine months ended September 30, 1998
were $1.5 billion. Passenger revenues were $1.4 billion for the nine months
ended September 30, 1998, an increase of $74.1 million or 5.6 percent from the
1997 period. RASM for the nine months ended September 30, 1998 increased 3.1
percent to 7.72 cents from 7.49 cents driven by a 5.6 percent increase in
passenger yield. The increase in RASM and yield occurred despite a 5.6 percent
increase in aircraft stage length due to increased flying to long-haul business
markets and the lapse of a federal transportation excise tax for the period
January 1 to March 6, 1997. Capacity, as measured by ASMs increased 2.6 percent
in the nine months ended September 30, 1998 as compared to the same period in
1997 while load factor decreased by 1.7 points to 68.3 percent. Cargo and other
revenues for the nine months ended September 30, 1998 ($81.6 million) were
relatively flat when compared to the 1997 period.
CASM decreased 0.7 percent to 7.27 cents in the nine months ended
September 30, 1998 from 7.32 cents for the comparable 1997 period. Significant
changes in the components of operating expense per ASM are explained as follows:
- - - Salaries and related costs per ASM increased 5.2 percent primarily due
to an increase in the accrual for AWArd Pay ($8.3 million) resulting
from higher operating income in 1998. In addition, a salary level
increase in the pilot contract that was effective May 1997 and
increased training increased pilot salaries in the nine month period
ended September 30, 1998 compared to the same period in 1997.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
- - - Aircraft rent expense per ASM increased 6.4 percent due primarily to
the net addition of three leased aircraft to the fleet during the 1998
period as compared to the 1997 period. Higher rents on replacement
aircraft also contributed to the increase.
- - - Other rents and landing fees expense per ASM decreased 3.9 percent in
the nine months ended September 30, 1998 as landings decreased by 3.6
percent. An increase in airport rents of $2.4 million was offset by
lower equipment rentals as fewer spare parts were on loan from other
airlines.
- - - Aircraft fuel expense per ASM decreased 22.1 percent due to a 22.7
percent decrease in the average price per gallon of fuel to 50.41 cents
in the 1998 period from 65.25 cents in the 1997 period.
- - - Agency commissions expense per ASM decreased 19.4 percent as the cost
reduction associated with the change in agency commission rate from 10
percent to eight percent in October 1997 more than offset the effects
of higher passenger revenues in the nine month period ended September
30, 1998. A $50 commission cap implemented on May 1, 1998 also
contributed to the decrease.
- - - Aircraft maintenance materials and repairs expense per ASM increased
25.0 percent primarily due to a $15.8 million increase in capitalized
maintenance amortization expense for the 1998 period when compared to
the comparable period in 1997 and higher airframe maintenance and
component repair costs.
- - - Amortization of excess reorganization value expense per ASM decreased
20.0 percent as a result of the reduction in the unamortized balance of
excess reorganization value due to the utilization of tax attributes of
the pre-reorganized AWA.
- - - Other operating expenses per ASM increased 2.6 percent to 1.61 cents
from 1.57 cents primarily due to the effect in 1998 of the FAA
settlement and Year 2000 costs, and higher interrupted trip and crew
accommodation expenses. These increases were offset by reduced
advertising costs and lower hull and traffic liability insurance rates.
Net nonoperating expenses decreased $7.5 million to $9.2 million in the
nine months ended September 30, 1998 from $16.7 million in the 1997 period
primarily due to lower average outstanding debt.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
LEISURE CO.
The following discussion provides an analysis of Leisure Co.'s results
of operations and reasons for material changes therein.
The Leisure Company
Statements of Income
(In thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
Pro Forma Pro Forma
Operating revenues .................. $ 45,176 $ 54,764 $ 138,572 $ 160,636
Cost of goods sold .................. 31,280 41,956 98,106 121,815
--------- --------- --------- ---------
Net revenues ........................ 13,896 12,808 40,466 38,821
--------- --------- --------- ---------
Total operating expenses ............ 8,217 9,972 28,333 29,658
--------- --------- --------- ---------
Operating Income .................... 5,679 2,836 12,133 9,163
--------- --------- --------- ---------
Nonoperating income (expense), net .. 209 (350) (77) (1,037)
--------- --------- --------- ---------
Income before income taxes .......... $ 5,888 $ 2,486 $ 12,056 $ 8,126
========= ========= ========= =========
Three and Nine Months Ended September 30, 1998 and 1997
Leisure Co.'s income before income taxes for the three months ended
September 30, 1998 was $5.9 million, up $3.4 million when compared to the third
quarter in 1997 on a pro forma basis. Operating revenues fell $9.6 million due
to AWA's improving yield profile, which resulted in less reliance on vacation
package traffic and therefore lower volumes for Leisure Co. This shortfall was
largely offset by a reduction in cost of goods sold due to lower package
volumes. Overall, net revenues increased by $1.1 million while total operating
expenses decreased $1.8 million in the 1998 quarter when compared to the 1997
quarter.
For the nine months ended September 30, 1998, income before income
taxes was $12.1 million, an increase of $3.9 million when compared to the 1997
period on a pro forma basis. Net revenues increased marginally in the 1998
period when compared to the 1997 period as a $22.1 million decrease in operating
revenues due to lower package volumes was more than offset by a $23.7 million
decrease in cost of goods sold. Total operating expenses were relatively flat
period-over-period.
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash and cash equivalents and short-term investments
increased to $182.6 million at September 30, 1998 from $172.3 million at
December 31, 1997. Net cash provided by operating activities increased to $306.0
million for the nine months ended September 30, 1998 from $150.0 million in 1997
due to higher net income and to the period-over-period change in air traffic
liability, which grew 35.5 percent in the 1998 period as compared to a decrease
of 12.7 percent in the 1997 period. Net cash used in investing activities
increased to $181.6 million for the 1998 period from $88.1 million for the 1997
period. This increase was primarily due to the purchase of short-term
investments totaling $52.1 million in the 1998 period compared to sales of $36.2
million of short-term investments in 1997. Net cash used in financing activities
was $166.3 million for the nine months ended September 30, 1998 compared to
$46.8 million in the 1997 period primarily due to the repurchase of Holdings'
Class B Common Stock and AWA warrants and the repayment of $30 million of
revolving credit facility debt.
Operating with a working capital deficiency is common in the airline
industry as tickets sold for transportation which has 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 September 30, 1998 was $244.0 million, an increase of 50.5 percent
from December 31, 1997.
At September 30, 1998, AWA had firm commitments to AVSA to purchase a
total of 29 Airbus aircraft, with three to be delivered in the fourth quarter of
1998. AWA also has an option to purchase 52 more Airbus aircraft of which 12 are
subject to reconfirmation by AWA. The aggregate net cost of firm commitments
remaining under the aircraft order is approximately $1.0 billion based on a 3.5
percent annual price escalation. AWA has arranged for financing from AVSA for
more than two-thirds of such commitment. AWA intends to seek additional
financing (which may include public debt financing or private financing) in the
future when and as appropriate. 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 October 1998, America West Airlines 1998-1 Pass Through Trusts
issued $190.5 million in Pass Through Trust Certificates in connection with the
financing of six Airbus A319 aircraft and two Airbus A320 aircraft. The combined
effective interest rate on the financing is 6.99 percent. The aircraft that are
the subject of this financing will be delivered between November 1998 and August
1999.
The Pass Through Trust Certificates were issued by separate pass
through trusts which will hold equipment notes issued upon delivery of the
financed aircraft which will be secured by a security interest in such aircraft.
The equipment notes will be issued in respect of, at AWA's election, a leveraged
lease financing or a mortgage financing of the relevant aircraft. The Pass
Through Trust Certificates are not direct obligations of, or guaranteed by AWA.
As of September 30, 1998, AWA's fleet consisted of 105 aircraft of
which 16 aircraft meet the FAA's Stage II (but not Stage III) noise reduction
requirements and must be retired or significantly modified prior to the year
2000. In May 1998, AWA entered into an agreement to purchase 14 737 hush kits at
an aggregate net cost of approximately $14 million to comply with Stage III
requirements. Delivery of the hush kits began in May 1998 and will continue
through the first quarter of 1999. As of September 30, 1998, two aircraft had
been outfitted with a hush kit. Four non-compliant aircraft will be retired.
Capital expenditures for the nine months ended September 30, 1998 and
1997 were approximately $113.6 million and $113.7 million, respectively.
Included in these amounts are capital expenditures for capitalized maintenance
of approximately $94.6 million for the nine months ended September 30, 1998 and
$73.5 million for the nine months ended September 30,1997.
Certain of AWA's long-term debt agreements contain minimum cash balance
requirements, leverage ratios, coverage ratios and other financial covenants
with which AWA was in compliance at September 30, 1998.
16
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
OTHER INFORMATION
LABOR RELATIONS
In October 1998, AWA and the IBT entered into a five-year collective
bargaining agreement covering the airline's mechanics. (See Note 7. "Subsequent
Events - Labor Contract" in Notes to Condensed Consolidated Financial
Statements).
In April 1998 AWA and the Transportation Workers Union ("TWU") entered
into a five-year collective bargaining agreement covering the airline's
approximately 40 dispatchers.
In October 1997, AWA and the Association of Flight Attendants ("AFA")
reached a tentative agreement on a five-year collective bargaining agreement.
The AFA membership rejected that tentative agreement in December 1997. In March
1998, AWA and AFA recommenced negotiations, mediated by the National Mediation
Board ("NMB"), which are on-going at this time. The Company cannot predict the
outcome or the form of this future collective bargaining agreement and therefore
the effect, if any, on AWA's operations or financial performance.
Also in October 1998, the TWU filed an application with the NMB seeking
certification as the bargaining representative for AWA's approximately 2,200
fleet service workers. An election on this application has been authorized by
the NMB and will occur in the near future.
YEAR 2000 COMPLIANCE PROGRAM AND RISKS
The Year 2000 issue results from computer programs being written using
two digits rather than four to define the applicable year. As a consequence,
time-sensitive computer equipment and software may recognize a date using "00"
as the year 1900 rather than the year 2000. Many of the Company's systems,
including information and computer systems and automated equipment, will be
affected by the Year 2000 issue. The Company is also heavily reliant on the
FAA's management of the nation's air traffic control system, local authorities'
management of the airports at which AWA operates, and vendors to provide goods
(fuel, catering, etc.), services (telecommunications, data networks,
satellites, etc.) and data (frequent flyer partnerships, alliances, etc.)
The Company has underway a Year 2000 Project (the "Project" or "Year
2000 Project") to identify the programs and infrastructure that could be
affected by the Year 2000 issue and is implementing a plan to resolve the
problems identified on a timely basis. The Project requires the Company to
devote a considerable amount of internal resources and hire substantial external
resources to assist with the implementation and monitoring of the Project, and
will require the replacement of certain equipment and modification of certain
software.
The Company believes that its Year 2000 Project is proceeding on
schedule. The Project is divided into three main sections, including
information technology ("IT") systems, imbedded systems and third party
compliance. The five phases of the IT and embedded systems sections include
inventory, assessment, renovation, user testing and implementation. The
inventory and assessment phases of the IT systems are substantially completed
and the remaining phases of the IT systems are expected to be completed in the
first and second quarters of 1999. The inventory phase of the embedded systems
is substantially completed and the remaining phases are underway and are
expected to be completed during the first, second and third quarters of 1999.
The Company currently estimates that the total cost of its Year 2000
Project will be approximately $36 million, which will be funded from operating
cash flows. These costs exclude approximately $7 million of normal system
software and equipment upgrades and replacements which the Company anticipated
incurring in the ordinary course regardless of the Year 2000 issue. As of
October 31, 1998, the Company had incurred approximately $12 million in
connection with the Year 2000 Project. The Company expects that approximately
$32 million of the costs have been or will be expensed as incurred and the
Company has had or will have approximately $11 million of capital expenditures.
The costs and expected completion date of the Company's Year 2000
Project are based on management's best estimates, and reflect assumptions
regarding the availability and cost of personnel trained in this area, the
compliance plans of third parties and similar uncertainties. However, due to
the complexity and pervasiveness of the Year 2000 issue and in particular the
uncertainty regarding the compliance programs of third parties, no assurance
can be given that these estimates will be achieved, and actual results could
differ materially from those anticipated. If the Company's plan to address the
Year 2000 issue is not successfully or timely implemented, the Company may need
to devote more resources to the process and additional costs may be incurred,
which could have a material adverse effect on the Company's financial
condition and results of operations.
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. While difficult to predict, the Company speculates that the most
reasonably likely worst case Year 2000 scenario will result from the failure of
third parties, including operators of airports and air traffic control systems,
to resolve their Year 2000 compliance issues. The Company has initiated
communications with such parties and its significant suppliers and vendors with
which its systems interface and upon which the Company's business depends in an
effort to reduce the adverse impact of the Year 2000 issue. There can be no
assurance, however, that the systems of such third parties will be modified on
a timely basis and such failure may have a material adverse effect on the
Company's financial condition and results of operations.
As a component of its Year 2000 Project, the Company is developing a
comprehensive analysis of the operational problems and costs (including loss of
revenues) that would be reasonably likely to result from the failure by the
Company and certain third parties to complete efforts necessary to achieve Year
2000 compliance on a timely basis. The Company is developing contingency plans
designed to enable it to continue operations, consistent with the highest
standards of safety, in the event of such third party failures.
FORWARD-LOOKING INFORMATION
This report 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. Whether such forward-looking
statements and information ultimately prove to be accurate depends on various
uncertainties and future developments that cannot be predicted. The results of
operations in the air travel business historically fluctuate 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, such as political instability, regional
hostilities, recession, fuel price escalation, inflation, adverse weather
conditions or other adverse occurrences that may result in a decline in air
travel. Any event that results in decreased travel or increased competition
among airlines could have a material adverse effect on the Company's financial
condition and results of operations. 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. In addition, the Company's business is subject to significant risks,
including, the competitive nature of the industry, the lack of significant
unencumbered assets and significant future capital requirements, the results of
union negotiations, the concentration of the voting power of the Company, the
cost of aircraft fuel, certain regulatory matters, operating and financial
restrictions on the Company imposed by certain loan and debt instruments, Year
2000 compliance issues and the volatility of the Company's stock price. For a
more complete discussion of these and other risks and uncertainties that may
affect the Company's business and future operating results, please refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, which
is on file with the Securities and Exchange Commission.
17
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDER
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
*11.1 Computation of Earnings Per Share.
*27.1 Financial Data Schedule.
*27.2 Restated Financial Data Schedule.
-----
* Filed herewith.
b. Reports on Form 8-K
Holdings filed a Report on Form 8-K dated September 3, 1998
reporting information on the Company's August 1998 traffic
statistics, third quarter earnings estimates and the then
tentative agreement with the International Brotherhood of
Teamsters.
18
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
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
Senior Vice President and
Chief Financial Officer
DATED: November 16, 1998
19
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AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1998
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
*11.1 Computation of Earnings Per Share.
*27.1 Financial Data Schedule.
*27.2 Restated Financial Data Schedule.
-----
* Filed herewith.