<PAGE> 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, 1997 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
------ ------
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes XX No (Not Applicable)
------ ------
The Company has 1,200,000 shares of Class A Common Stock and 44,753,545 shares
of Class B Common Stock outstanding as of October 31, 1997.
<PAGE> 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICA WEST HOLDINGS CORPORATION
Condensed Consolidated Balance Sheets
(in thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 152,603 $ 137,499
Short-term investments 2,956 39,131
Accounts receivable, net 94,931 106,215
Expendable spare parts and supplies, net 25,321 21,423
Prepaid expenses 55,170 47,545
---------- ----------
Total current assets 330,981 351,813
---------- ----------
Property and equipment:
Flight equipment 756,544 669,654
Other property and equipment 129,668 107,993
Equipment purchase deposits 34,581 56,665
---------- ----------
920,793 834,312
Less accumulated depreciation and amortization 245,977 163,718
---------- ----------
Net property and equipment 674,816 670,594
---------- ----------
Other assets:
Restricted cash 30,184 26,433
Reorganization value in excess of amounts allocable to
identifiable assets, net 393,715 447,044
Deferred income taxes 74,700 74,700
Other assets, net 30,706 27,066
---------- ----------
Total other assets 529,305 575,243
---------- ----------
$1,535,102 $1,597,650
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
AMERICA WEST HOLDINGS CORPORATION
Condensed Consolidated Balance Sheets
(in thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
Liabilities and Stockholders' Equity (Unaudited)
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 38,986 $ 46,238
Accounts payable 126,523 115,458
Air traffic liability 186,894 214,056
Accrued compensation and vacation benefits 29,685 30,085
Accrued taxes 74,425 72,047
Other accrued liabilities 34,243 44,836
----------- -----------
Total current liabilities 490,756 522,720
----------- -----------
Long-term debt, less current maturities 271,266 330,148
Deferred credits and other liabilities 107,680 122,029
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 1,200,000 shares 12 12
Class B common stock, $.01 par value. Authorized
100,000,000 shares; issued and outstanding 44,735,443
shares at September 30, 1997 and 44,626,056 shares at
December 31, 1996 447 446
Additional paid-in capital 565,029 577,267
Retained earnings 125,021 70,137
----------- -----------
690,509 647,862
Less: cost of Class B Common Stock in treasury, 1,353,891
shares in 1997 and 1,353,911 shares in 1996 (25,109) (25,109)
----------- -----------
Total stockholders' equity 665,400 622,753
----------- -----------
$ 1,535,102 $ 1,597,650
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
AMERICA WEST HOLDINGS CORPORATION
Condensed Consolidated Statements of Operations
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ----------------------------
1997 1996 1997 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues:
Passenger $ 433,898 $ 397,892 $ 1,320,191 $ 1,225,494
Cargo 13,354 10,966 38,164 32,714
Other 14,870 13,660 43,710 41,409
--------- --------- ----------- -----------
Total operating revenues 462,122 422,518 1,402,065 1,299,617
--------- --------- ----------- -----------
Operating expenses:
Salaries and related costs 106,715 98,572 310,058 290,894
Aircraft rents 56,292 51,855 166,313 148,993
Other rents and landing fees 29,891 28,420 89,569 82,251
Aircraft fuel 57,334 60,456 184,058 165,775
Agency commissions 36,644 32,390 115,408 99,596
Aircraft maintenance materials
and repairs 37,161 34,151 106,142 90,382
Depreciation and amortization 12,034 12,895 36,459 39,615
Amortization of excess
reorganization value 5,818 6,081 18,329 19,181
Non-recurring special charge -- 65,098 -- 65,098
Other 83,249 85,743 254,699 254,574
--------- --------- ----------- -----------
Total operating expenses 425,138 475,661 1,281,035 1,256,359
--------- --------- ----------- -----------
Operating income (loss) 36,984 (53,143) 121,030 43,258
--------- --------- ----------- -----------
Nonoperating income (expenses):
Interest income 2,332 3,026 7,597 9,557
Interest expense, net (4,040) (10,933) (24,778) (34,910)
Other, net 365 (470) 493 (215)
--------- --------- ----------- -----------
Total nonoperating expenses, net (1,343) (8,377) (16,688) (25,568)
--------- --------- ----------- -----------
Income (loss) before income tax and
extraordinary item 35,641 (61,520) 104,342 17,690
--------- --------- ----------- -----------
Income tax expense (benefit) 17,719 (15,813) 49,458 20,148
--------- --------- ----------- -----------
Extraordinary item, net of tax -- -- -- (1,105)
--------- --------- ----------- -----------
Net income (loss) $ 17,922 $ (45,707) $ 54,884 $ (3,563)
========= ========= =========== ===========
Earnings per share:
Primary:
Income (loss) before
extraordinary item $ 0.40 $ (1.03) $ 1.23 $ (.05)
Extraordinary item -- -- -- (.03)
--------- --------- ----------- -----------
Net income (loss) $ 0.40 $ (1.03) $ 1.23 $ (.08)
========= ========= =========== ===========
Fully diluted:
Income (loss) before
extraordinary item $ 0.40 $ (1.03) $ 1.23 $ (.05)
Extraordinary item -- -- -- (.03)
--------- --------- ----------- -----------
Net income (loss) $ 0.40 $ (1.03) $ 1.23 $ (.08)
========= ========= =========== ===========
Shares used for computation:
Primary 44,554 44,381 44,505 45,065
========= ========= =========== ===========
Fully diluted 44,554 44,381 44,505 45,065
========= ========= =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
AMERICA WEST HOLDINGS CORPORATION
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
Net cash provided by operating activities: $ 150,001 $ 200,562
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (113,706) (117,388)
Decrease (increase) in short-term investments 36,175 (50,899)
Other (10,539) (1,659)
--------- ---------
Net cash used in investing activities (88,070) (169,946)
Cash flows from financing activities:
Repayment of debt (34,590) (66,171)
Issuance of common stock 1,105 2,928
Acquisition of treasury stock and warrants (13,342) (42,105)
--------- ---------
Net cash used in financing activities (46,827) (105,348)
--------- ---------
Net increase (decrease) in cash and cash equivalents 15,104 (74,732)
--------- ---------
Cash and cash equivalents at beginning of period 137,499 224,367
--------- ---------
Cash and cash equivalents at end of period $ 152,603 $ 149,635
========= =========
Cash, cash equivalents and short-term investments at end
of period $ 155,559 $ 200,534
========= =========
Cash paid for interest and income taxes:
Interest, net of amounts capitalized
($40 in 1997 and $2,404 in 1996) $ 26,083 $ 31,300
Income taxes $ 202 $ 498
Non-cash financing activities:
Notes payable issued for equipment purchase deposits $ 26,245 $ 19,250
Notes payable canceled under the aircraft purchase
agreement $ (58,929) $ --
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
AMERICA WEST HOLDINGS CORPORATION
Notes To Condensed Consolidated Financial Statements
September 30, 1997
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 subsidiary, America West Airlines, Inc. ("America West"
or "AWA"), and have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission but 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 unaudited 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, 1996.
2. AIRCRAFT PURCHASE AGREEMENT
In September 1997, the Company completed the restructuring and expansion of
the arrangements between its subsidiary America West and AVSA S.A.R.L., an
affiliate of Airbus Industrie ("AVSA"). The firm portion of the order is
structured as a commitment for 22 A319s and 12 A320s. An additional 12 A320s
are subject to reconfirmation. The aircraft are scheduled for delivery in
1998, 1999, 2000 and 2001. The restructured arrangements provide improvement
in pricing and, subject to the conclusion of satisfactory arrangements with
an engine manufacturer, financing assistance on between 12 and 16 aircraft
and "backstop" financing in connection with the remainder of the firmly
ordered aircraft. The agreement also includes options to purchase an
additional 40 A320 family aircraft during 2001 through 2005 and certain
rights to convert firmly ordered A319s and A320s to larger A321 aircraft.
3. STOCK REPURCHASE
In August 1997, Holding's Board of Directors approved the extension of the
Company's existing stock repurchase program through December 31, 1999. The
program authorizes the purchase of up to 2.5 million shares of the Company's
Class B Common Stock and all of America West's publicly traded warrants, in
private or open market transactions as circumstances warrant. As of September
30, 1997, 1.4 million shares of Holdings Class B Common Stock and 4.1 million
AWA warrants had been purchased.
4. SUBSEQUENT EVENTS
On October 31, 1997, America West and the Association of Flight Attendants
reached a tentative agreement on a contract covering the airline's more than
2,000 flight attendants. The five-year agreement resolves issues regarding
pay rates, benefits and working conditions and if ratified by the flight
attendants and approved by AWA's Board of Directors, will be the flight
attendants' first contract with America West. A ratification vote by the
flight attendants is expected to be completed in December 1997.
6
<PAGE> 7
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1997
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. Holdings' primary business activity is ownership of all the capital stock
of AWA. Management's Discussion and Analysis of Financial Condition and Results
of Operations presented below relates to the condensed consolidated financial
statements of Holdings. The Company's results of operations for interim periods
are not necessarily indicative of such results for an entire year due to
seasonal factors as well as competitive and general economic conditions.
The table below sets forth selected operating data for Holding's wholly-owned
subsidiary, AWA.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Percent Ended September 30, Percent
------------------- Change ------------------- Change
1997 1996 1997-1996 1997 1996 1997-1996
----- ----- --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Available seat miles (in millions) 5,980 5,555 7.7 17,618 15,863 11.1
Revenue passenger miles
(in millions) 4,213 3,989 5.6 12,339 11,341 8.8
Load factor (percent) 70.5 71.8 (1.3) pts 70.0 71.5 (1.5) pts
Yield per revenue passenger mile
(cents) 10.30 9.98 3.2 10.70 10.81 (1.0)
Revenue per available seat mile:
Passenger (cents) 7.26 7.16 1.4 7.49 7.73 (3.1)
Total (cents) 7.73 7.61 1.6 7.96 8.19 (2.8)
Passenger enplanements
(in thousands) 4,692 4,671 .4 13,956 13,558 2.9
Average stage length (miles) 783 742 5.5 773 723 6.9
Average passenger journey (miles) 1,163 1,103 5.4 1,132 1,028 10.1
Aircraft (end of period) 102 99 3.0 102 99 3.0
Average daily aircraft
utilization (hours) 12.3 11.8 4.2 12.3 11.7 5.1
Average full-time equivalent
employees 9,851 9,327 5.6 9,858 9,087 8.5
Fuel price (cents per gallon) 59.36 66.97 (11.4) 65.25 64.12 1.8
Fuel consumption (gallons in
millions) 96.6 90.2 7.1 282.1 258.5 9.1
</TABLE>
The table below sets forth the major components of operating cost per available
seat mile ("CASM") for AWA.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Percent Ended September 30, Percent
------------------- Change ------------------- Change
1997 1996 1997-1996 1997 1996 1997-1996
----- ----- --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
(in cents)
Salaries and related costs 1.79 1.78 0.6 1.76 1.83 (3.8)
Aircraft rents 0.94 0.93 1.1 0.94 0.94 --
Other rents and landing fees 0.50 0.51 (2.0) 0.51 0.52 (1.9)
Aircraft fuel 0.96 1.09 (11.9) 1.04 1.05 (0.9)
Agency commissions 0.61 0.58 5.2 0.66 0.63 4.8
Aircraft maintenance materials
and repairs 0.62 0.61 1.6 0.60 0.57 5.3
Depreciation and amortization 0.20 0.23 (13.0) 0.21 0.25 (16.0)
Amortization of excess
reorganization value 0.10 0.11 (9.1) 0.10 0.12 (16.7)
Non-recurring special charge -- 1.17 na -- 0.41 na
Other 1.39 1.55 (10.3) 1.45 1.60 (9.4)
---- ---- ----- ---- ---- ----
7.11 8.56 (16.9) 7.27 7.92 (8.2)
==== ==== ===== ==== ==== ====
</TABLE>
7
<PAGE> 8
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1997
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 and 1996
For the three months ended September 30, 1997, Holdings realized net income of
$17.9 million and income tax expense for financial reporting purposes of $17.7
million. For the comparable period in 1996, the Company recognized a net loss of
$45.7 million, which included a pretax, non-recurring special charge of $65.1
million, and a tax benefit of $15.8 million.
Total operating revenue was $462.1 million for the three months ended September
30, 1997, up 9.4 percent from the comparable period in 1996. Passenger revenues
were $433.9 million, an increase of 9.0 percent over the 1996 period. Cargo and
other revenues increased 14.6 percent to $28.2 million primarily as a result of
higher available capacity.
Capacity, as measured by available seat miles (ASMs) increased 7.7 percent in
the 1997 third quarter as compared to 1996 due to the net addition of three
aircraft to the airline's fleet and increased utilization of the aircraft,
both as part of America West's strategic growth plan initiated in February
1996. Revenue passenger miles increased 5.6 percent for the three months ended
September 30, 1997 over the comparable 1996 period. Load factor decreased 1.3
points in the 1997 quarter primarily due to an aggressive pricing promotion by a
major competitor in the 1996 quarter. The decline in load factor was more than
offset by an improvement in yield (revenue per revenue passenger mile). Yield
increased 3.2 percent to 10.30 cents from 9.98 cents for the 1996 period.
Passenger revenue per available seat mile (RASM) increased 1.4 percent to 7.26
cents from 7.16 cents.
CASM decreased 3.8 percent to 7.11 cents in the third quarter of 1997 from 7.39
cents (excluding the $65.1 million non-recurring special charge) for the
comparable 1996 period. Significant changes in the components of operating
expense per ASM are explained as follows:
- - Aircraft fuel expense per ASM decreased 11.9 percent due to an 11.4 percent
decrease in the average price per gallon of fuel from 66.97 cents in the
1996 quarter to 59.36 cents in the 1997 quarter.
- - Agency commissions expense per ASM increased 5.2 percent due to the
increase in RASM and a higher mix of commissionable revenue.
- - Depreciation and amortization expense per ASM decreased 13.0 percent due in
part to certain ramp equipment being depreciated to net realizable value in
1996.
- - Amortization of excess reorganization value expense per ASM decreased 9.1
percent primarily due to the 7.7 percent increase in ASMs and a reduction
in the unamortized balance of excess reorganization value due to
utilization of tax attributes of the pre-reorganization Company.
- - Other operating expenses per ASM decreased 10.3 percent to 1.39 cents from
1.55 cents per ASM primarily due to the 7.7 percent increase in ASMs and a
decline in interrupted trip expense due to improved airline operating
performance.
Net nonoperating expenses decreased $7 million primarily due to lower debt
levels in 1997 and a $5 million reversal of previously accrued interest expense
related to the restructuring of the AVSA aircraft order.
Nine Months Ended September 30, 1997 and 1996
For the nine months ended September 30, 1997 Holdings realized income before
extraordinary item of $54.9 million, the highest in Company history. For the
comparable period in 1996, the Company recognized a loss before extraordinary
item of $2.5 million which included a pretax non-recurring special charge of
$65.1 million. Income tax expense for financial reporting purposes for the nine
month periods in 1997 and 1996 was $49.5 million and $20.1 million,
respectively.
Total operating revenue was $1.4 billion for the nine months ended September 30,
1997, up 7.9 percent from the comparable period in 1996. Passenger revenues were
$1.3 billion, an increase of 7.7 percent over the 1996 period. Cargo and other
revenues increased 10.5 percent to $81.9 million.
Capacity, as measured by ASMs, increased 11.1 percent for the nine months ended
September 30, 1997 compared with the 1996 period primarily due to the net
addition of three aircraft to the fleet since September 30, 1996 and increased
utilization of the fleet. Revenue passenger miles increased 8.8 percent for the
nine months ended September 30, 1997 over the comparable 1996 period. Load
factor for the 1997 nine month period decreased 1.5 points on 11.1 percent
higher capacity while yield decreased 1.0 percent when compared with the same
period in 1996 primarily due to a 6.9 percent increase in stage length and the
reimposition of the federal air transportation excise tax.
8
<PAGE> 9
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1997
CASM decreased 3.2 percent to 7.27 cents for the nine months ended September 30,
1997 when compared with 7.51 cents (excluding the non-recurring special charge)
for the same period in 1996. Significant changes in components of operating
expense per ASM are explained as follows:
- - Salaries and related costs per ASM decreased 3.8 percent primarily due to
the 11.1 percent increase in ASMs and an increase in productivity as
average full-time equivalent headcount increased 8.5 percent.
- - Agency commission expense per ASM increased 4.8 percent primarily due to a
higher mix of commissionable revenue.
- - Aircraft maintenance materials and repairs expense per ASM increased 5.3
percent or $15.8 million due primarily to the increase in capitalized
maintenance cost which has increased capitalized maintenance amortization
expense by $21.5 million in the 1997 period compared to the same period in
1996.
- - Depreciation and amortization expense per ASM in 1997 decreased 16.0
percent due to certain ramp equipment being depreciated to net realizable
value in 1996.
- - Amortization of excess reorganization value expense per ASM decreased 16.7
percent due to the 11.1 percent increase in ASMs and a reduction in the
unamortized balance of excess reorganization value due to utilization of
tax attributes of the pre-reorganized Company.
- - Other operating expense per ASM decreased 9.4 percent to 1.45 cents from
1.60 cents due primarily to the effect of the 11.1 percent increase in ASMs
as other expenses remained constant.
Net nonoperating expenses decreased $8.9 million to $16.7 million for the nine
months ended September 30, 1997 as compared with the comparable period for 1996.
The 34.7 percent decrease in cost resulted primarily from a net decrease in
interest expense of $10.1 million due to reduced levels of debt and a $5 million
reversal of previously accrued interest related to the restructuring of the AVSA
aircraft order.
For the nine months ended September 30, 1996, the Company incurred an
extraordinary charge of $1.1 million net of income tax benefit of $918,000 for
the prepayment of $25 million of its $75 million 10 3/4 percent Senior Unsecured
Notes.
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash, cash equivalents and short-term investments for Holdings
decreased to $155.6 million at September 30, 1997 from $176.6 million at
December 31, 1996 due to the payment in 1997 of approximately $43 million in
federal air transportation excise taxes which were collected in 1996. Net cash
provided by operating activities decreased to $150 million for the nine months
ended September 30, 1997 from $200.6 million for the comparable period in 1996
due principally to the excise tax payment. Net cash used in investing activities
decreased to $88.1 million for the 1997 period from $170 million for the 1996
period primarily due to the change in short-term investments. Net cash used in
financing activities was $46.8 million for the 1997 period compared to $105.3
million in the 1996 period primarily due to a higher level of equity purchases
and a $25 million debt prepayment in 1996.
The Company has a working capital deficiency which decreased to $160 million at
September 30, 1997 from $170.9 million at December 31, 1996. Operating with a
working capital deficiency is typical 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 expects to meet all of its obligations as
they become due.
Long-term debt maturities through 1999 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft. Such
maturities are $12.1 million, $43.2 million and $45.6 million, for the 1997
remainder, 1998 and 1999, respectively. Management expects to fund these
requirements with cash from operations or refinance these obligations, subject
to availability and market conditions at such time.
9
<PAGE> 10
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 1997
At September 30, 1997, AWA had firm commitments to AVSA, for a total of 22
Airbus A319-100 and 12 Airbus A320-200 aircraft with delivery beginning in 1998
to 2001 at a net cost of $1.1 billion based on a 3.5 percent annual price
escalation. An additional 12 A320s are subject to reconfirmation. The
restructured arrangements with AVSA provide improvement in pricing and, subject
to the conclusion of satisfactory arrangements with an engine manufacturer,
financing assistance on between 12 and 16 aircraft and "backstop" financing in
connection with the remainder of the firmly ordered aircraft. There can be no
assurance that AWA will be able to obtain such financing in sufficient amount or
on acceptable terms and a default by AWA under the AVSA agreement or any such
commitment could have a material adverse effect on AWA. The agreement also
includes options to purchase an additional 40 A320 family aircraft during 2001
through 2005 and certain rights to convert firmly ordered A319s and A320s to
larger A321 aircraft.
As of September 30, 1997, AWA's fleet consisted of 102 aircraft. Of these
aircraft, 20 must be retired or significantly modified prior to the year 2000
in order to comply with the FAA's Stage III noise reduction requirements.
Management is currently considering its options regarding such aircraft. If AWA
determines to modify such aircraft to comply with Stage III, the required
capital expenditures for such modifications are currently estimated to be
approximately $2 million per aircraft.
Capital expenditures for the nine months ended September 30, 1997 and 1996 were
approximately $113.7 million and $117.4 million, respectively. Included in these
amounts are capital expenditures for capitalized maintenance of approximately
$73.5 million for the 1997 period and $73.8 million for the 1996 period.
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, 1997.
On August 5, 1997, President Clinton signed into law new aviation ticket taxes
as part of larger tax legislation designed to balance the nation's budget and
provide targeted tax relief. As enacted, these new taxes will be imposed through
September 30, 2007. Included in the new law is a phase-in of a modified federal
air transportation excise tax structure with a system that includes: a domestic
excise tax starting at 9 percent, declining to 7.5 percent by 1999; a domestic
segment tax starting at $1.00 and increasing to $3.00 by 2003 and an increase in
taxes imposed on international travel will be from $6 per international
departure to an arrival and departure tax of $12 (each way). Both the domestic
segment tax and the international arrival and departure tax will be indexed for
inflation. The new law also includes a 7.5 percent excise tax on certain amounts
paid to an air carrier for the right to provide mileage and similar awards
(e.g., purchase of frequent flyer miles by a credit card company). Due to
America West's predominantly domestic system, it is anticipated that the new
imposition of domestic segment taxes will have a more adverse impact on
operating results than the reduction in excise tax.
In February 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). This
Statement simplifies the standards for computing earnings per share (EPS) and
replaces the presentation of primary and fully diluted EPS pursuant to
Accounting Principles Board Opinion No. 15 "Earnings Per Share" with a
presentation of basic and diluted EPS, as defined. This Statement is effective
for financial statements issued for periods ending after December 15, 1997,
including interim periods. Under SFAS 128, the Company's basic EPS and diluted
EPS was $.40 and $.39, respectively, for the three month period ended September
30, 1997 and $1.23 and $1.20, respectively, for the nine months ended September
30, 1997.
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. For a discussion of certain of the
principal 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, 1996, which is on file with the Securities
and Exchange Commission.
10
<PAGE> 11
Part II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDER
Item 5. OTHER INFORMATION
In September 1997, a U.S. Federal District Court granted AWA's motion to
dismiss a second supplemental amended complaint filed in litigation
initiated by the International Brotherhood of Teamsters ("IBT") and
certain AWA employees and former employees. As a result of that ruling,
all remaining claims against AWA brought by the IBT related to AWA's
outsourcing of heavy maintenance in 1995 were dismissed. The District
Court ruling is subject to appeal and a related wrongful discharge claim
by one former employee remains pending against AWA.
On October 6, 1997, AWA's approximately 1,900 fleet service workers voted
against representation by the Transportation Workers Union. As the result
of that election, AWA's fleet service workers elected to not be
represented and the National Mediation Board will not accept an
application from any collective bargaining representative seeking
representation of that work group until October 1998.
On October 31, 1997, AWA and the Association of Flight Attendants ("AFA")
reached a tentative agreement on a contract covering AWA's more than
2,000 flight attendants. The five year tentative agreement resolves
issues regarding pay rates, benefits and working conditions and if
ratified by the flight attendants and approved by AWA's Board of
Directors, will be the flight attendants' first contract with AWA. A
ratification vote by the flight attendants is expected to be completed in
December 1997.
On November 10, 1997 Holdings announced its intention to build a 225,000
square foot, nine story corporate headquarters complex at the former site
of AWA's reservations facility in Tempe, Arizona. The new headquarters
will allow the Company to reduce occupancy and administrative costs by
consolidating functions currently housed in several leased facilities in
Tempe. Construction is subject to approval by the City of Tempe of a
development agreement which provides substantial incentives for the
project. Occupancy is scheduled for early 1999 which coincides with the
expiration of leases for its principal existing office facilities. The
Company expects to finance construction of the $37 million facility
through a long term sale-leaseback arrangement.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
*10.25 Airbus A320/A319 Purchase Agreement dated
September 12, 1997 between AVSA S.A.R.L
and AWA including Letter Agreements
Nos. 1-10
*11.1 Computation of Earnings Per Share
*27 Financial Data Schedule
---------
*Filed herewith
b. Reports on Form 8-K
Current Report on Form 8-K dated September 15, 1997
Current Report on Form 8-K dated October 31, 1997
11
<PAGE> 12
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 14, 1997
12
<PAGE> 1
AMERICA WEST HOLDINGS CORPORATION
Computation of Net Income Per Common Share
(in thousands except per share amount) Exhibit 11.1
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------------
1997 1996 1997 1996
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary Earnings Per Share:
Computation for statements of
income:
Income (loss) before extraordinary
items ............................ $ 17,922 $ (45,707) $ 54,884 $ (2,458)
Extraordinary item ................. -- -- -- (1,105)
----------- ------------ ------------ ------------
Net income (loss) applicable to
common stock ..................... $ 17,922 $ (45,707) $ 54,884 $ (3,563)
=========== ============ ============ ============
Weighted average number of common
shares outstanding ............... 44,554,499 44,380,574 44,504,536 45,065,247
Assumed exercise of stock options
and warrants (a) ................... -- -- -- --
----------- ------------ ------------ ------------
Weighted average number of common
shares outstanding as adjusted ... 44,554,499 44,380,574 44,504,536 45,065,247
=========== ============ ============ ============
Primary earnings (loss) per common
share:
Income (loss) before extraordinary
item ............................. $ 0.40 $ (1.03) $ 1.23 $ (0.05)
Extraordinary item ................. -- -- -- (0.03)
----------- ------------ ------------ ------------
Net income (loss) .................. $ 0.40 $ (1.03) $ 1.23 $ (0.08)
=========== ============ ============ ============
Income (loss) before extraordinary
item ............................. $ 17,922 $ (45,707) $ 54,884 $ (2,458)
Adjustment for interest on debt
reduction, net of taxes .......... 301 176 301 176
----------- ------------ ------------ ------------
Income (loss) before extraordinary
item ............................. $ 18,223 $ (45,531) $ 55,185 $ (2,282)
----------- ------------ ------------ ------------
Extraordinary item ................. -- -- -- (1,105)
----------- ------------ ------------ ------------
Net income (loss) applicable to
common stock ..................... $ 18,223 $ (45,531) $ 55,185 $ (3,387)
=========== ============ ============ ============
Weighted average number of common
shares outstanding ............... 44,554,499 44,380,574 44,504,536 45,065,247
Assumed exercise of stock options
and warrants (a) ................. 812,867 1,737,504 1,125,750 3,287,773
----------- ------------ ------------ ------------
Weighted average number of common
shares outstanding as adjusted ... 45,367,366 46,118,078 45,630,286 48,353,020
=========== ============ ============ ============
Primary earnings (loss) per common
share:
Income (loss) before extraordinary
item ............................. $ 0.40 $ (0.99) $ 1.21 $ (0.05)
Extraordinary item ................. -- -- -- (0.02)
----------- ------------ ------------ ------------
Net income (loss) .................. $ 0.40(b) $ (0.99)(c) $ 1.21(b) $ (0.07)(c)
=========== ============ ============ ============
</TABLE>
13
<PAGE> 2
AMERICA WEST HOLDINGS CORPORATION
Computation of Net Income Per Common Share
(in thousands except per share amount) Exhibit 11.1
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
1997 1996 1997 1996
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Fully Diluted Earnings Per Share:
Computation for Statements of
Operations:
Income (loss) before extraordinary
item ....................................... $ 17,922 $ (45,707) $ 54,884 $ (2,458)
Extraordinary item ........................... -- -- -- (1,105)
Adjustment for interest on debt
reduction, net of taxes .................... -- -- -- --
----------- ------------ ----------- ------------
Net income (loss) applicable to
common stock ............................... $ 17,922 $ (45,707) $ 54,884 $ (3,563)
=========== ============ =========== ============
Weighted average number of common
shares outstanding ......................... 44,554,499 44,380,574 44,504,536 45,065,247
Assumed exercise of stock options
and warrants (a) ........................... -- -- -- --
----------- ------------ ----------- ------------
Weighted average number of common
shares outstanding as adjusted ............. 44,554,499 44,380,574 44,504,536 45,065,247
=========== ============ =========== ============
Fully diluted earnings (loss) per common share:
Income (loss) before extraordinary
item ....................................... $ 0.40 $ (1.03) $ 1.23 $ (0.05)
Extraordinary item ........................... -- -- -- (0.03)
----------- ------------ ----------- ------------
Net income (loss) ............................ $ 0.40 $ (1.03) $ 1.23 $ (0.08)
=========== ============ =========== ============
Income (loss) before extraordinary
item ....................................... $ 17,922 $ (45,707) $ 54,884 $ (2,458)
Adjustment for interest on debt
reduction, net of taxes .................... -- 837 -- 837
----------- ------------ ----------- ------------
Income (loss) before extraordinary
item ....................................... 17,922 (44,870) 54,884 (1,621)
Extraordinary item ........................... -- -- -- (1,105)
----------- ------------ ----------- ------------
Net income (loss) applicable to
common stock ............................... 17,922 (44,870) 54,884 (2,726)
=========== ============ =========== ============
Weighted average number of common
shares outstanding ......................... 44,554,499 44,380,574 44,504,536 45,065,247
Assumed exercise of stock options
and warrants (a) ........................... 920,321 1,737,504 1,248,094 3,700,083
----------- ------------ ----------- ------------
Weighted average number of common
shares outstanding as adjusted ............. 45,474,820 46,118,078 45,752,630 48,765,330
=========== ============ =========== ============
Fully diluted earnings (loss) per
common share:
Income (loss) before extraordinary
item ....................................... $ 0.39 $ (0.97) $ 1.20 $ (0.03)
Extraordinary item ........................... -- -- -- (0.02)
----------- ------------ ----------- ------------
Net income (loss) ............................ $ 0.39(b) $ (0.97)(c) $ 1.20(b) $ (0.05)(c)
=========== ============ =========== ============
</TABLE>
(a) The stock options and warrants are included only in the periods in which
they are dilutive.
(b) The calculation is submitted in accordance with Securities Exchange Act
of 1934 Release No. 9083 although not required by footnote 2 to paragraph
14 of APB Opinion No. 15 because it results in dilution of less than 3
percent.
(c) The calculation is submitted in accordance in Regulation S-K, Item
601(b)(ii) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an antidilutive result.
14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001029863
<NAME> AMERICA WEST HOLDING CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 152,603
<SECURITIES> 2,956
<RECEIVABLES> 98,208
<ALLOWANCES> 3,277
<INVENTORY> 25,321
<CURRENT-ASSETS> 330,981
<PP&E> 920,793
<DEPRECIATION> 245,977
<TOTAL-ASSETS> 1,535,102
<CURRENT-LIABILITIES> 490,756
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 665,400
<TOTAL-LIABILITY-AND-EQUITY> 1,535,102
<SALES> 0
<TOTAL-REVENUES> 1,402,065
<CGS> 0
<TOTAL-COSTS> 1,281,035
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 750
<INTEREST-EXPENSE> 24,778
<INCOME-PRETAX> 104,342
<INCOME-TAX> 49,458
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,884
<EPS-PRIMARY> 1.23
<EPS-DILUTED> 1.23
</TABLE>
