<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 MARCH 31, 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 44,890,665, SHARES
OF CLASS B COMMON STOCK OUTSTANDING AS OF APRIL 30, 1998.
<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>
MARCH 31, DECEMBER 31,
1998 1997
---- ----
(UNAUDITED)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents ..................................................... $ 164,984 $ 172,303
Short-term investments ........................................................ 14,789 --
Accounts receivable, net ...................................................... 145,686 87,538
Expendable spare parts and supplies, net ...................................... 25,954 27,135
Prepaid expenses .............................................................. 53,981 36,917
---------- ----------
Total current assets ...................................................... 405,394 323,893
---------- ----------
Property and equipment:
Flight equipment .............................................................. 812,696 783,384
Other property and equipment .................................................. 147,590 143,172
Equipment purchase deposits ................................................... 47,724 45,246
---------- ----------
1,008,010 971,802
Less accumulated depreciation and amortization ................................ 306,467 276,430
---------- ----------
Net property and equipment ............................................... 701,543 695,372
---------- ----------
Other assets:
Restricted cash ............................................................... 57,858 57,158
Reorganization value in excess of amounts allocable to
identifiable assets, net .................................................. 352,960 363,268
Deferred income taxes ......................................................... 74,700 74,700
Other assets, net ............................................................. 33,411 32,400
---------- ----------
Total other assets ........................................................ 518,929 527,526
---------- ----------
$1,625,866 $1,546,791
========== ==========
</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>
MARCH 31, DECEMBER 31,
1998 1997
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt ........................... $ 49,126 $ 54,000
Accounts payable ............................................... 126,348 140,908
Air traffic liability .......................................... 285,473 173,149
Accrued compensation and vacation benefits ..................... 33,644 37,267
Accrued taxes .................................................. 57,108 36,064
Other accrued liabilities ...................................... 43,991 44,554
----------- -----------
Total current liabilities .................................. 595,690 485,942
----------- -----------
Long-term debt, less current maturities ............................ 236,468 272,760
Deferred credits and other liabilities ............................. 100,138 104,519
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
March 31, 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 44,862,808
shares at March 31, 1998 and 44,782,404 shares at
December 31, 1997 .......................................... 449 448
Additional paid-in capital ..................................... 559,776 565,546
Retained earnings .............................................. 170,245 145,107
----------- -----------
730,481 711,113
Less: Cost of Class B Common Stock in treasury, 1,982,095
shares in 1998 and 1,486,168 shares in 1997 ................ (36,911) (27,543)
----------- -----------
Total stockholders' equity ................................. 693,570 683,570
----------- -----------
$ 1,625,866 $ 1,546,791
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1998 1997
----------------------
<S> <C> <C>
Operating revenues:
Passenger ................................. $ 443,792 $ 435,540
Cargo ..................................... 12,605 12,756
Other ..................................... 14,556 13,891
Leisure Co. net revenues .................. 12,263 --
--------- ---------
Total operating revenues .............. 483,216 462,187
--------- ---------
Operating expenses:
Salaries and related costs ................ 106,116 101,017
Aircraft rents ............................ 58,745 54,932
Other rents and landing fees .............. 29,458 30,816
Aircraft fuel ............................. 50,284 69,116
Agency commissions ........................ 31,617 38,312
Aircraft maintenance materials and repairs 42,428 31,312
Depreciation and amortization ............. 12,298 12,077
Amortization of excess reorganization value 5,374 6,255
Leisure Co. expenses ...................... 9,449 --
Other ..................................... 88,040 84,887
--------- ---------
Total operating expenses .............. 433,809 428,724
--------- ---------
Operating income .............................. 49,407 33,463
--------- ---------
Nonoperating income (expenses):
Interest income ........................... 3,000 2,567
Interest expense, net ..................... (7,735) (10,389)
Other, net ................................ (416) 296
--------- ---------
Total nonoperating expenses, net ...... (5,151) (7,526)
--------- ---------
Income before income taxes .................... 44,256 25,937
--------- ---------
Income taxes .................................. 19,118 11,983
--------- ---------
Net income .................................... $ 25,138 $ 13,954
========= =========
Earnings per share:
Basic ..................................... $ 0.57 $ 0.31
========= =========
Diluted ................................... $ 0.53 $ 0.30
========= =========
Shares used for computation:
Basic ..................................... 44,001 44,440
========= =========
Diluted ................................... 47,856 46,326
========= =========
</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>
THREE MONTHS ENDED
MARCH 31,
1998 1997
--------------------
<S> <C> <C>
Net cash provided by operating activities .............. $ 104,228 $ 53,167
Cash flows from investing activities:
Purchases of property and equipment ................ (37,154) (41,062)
Sales (purchases) of short-term investments ........ (14,789) 9,746
Equipment purchase deposits and other .............. (6,985) 91
--------- ---------
Net cash used in investing activities .......... (58,928) (31,225)
--------- ---------
Cash flows from financing activities:
Repayment of debt .................................. (36,704) (10,271)
Repurchase of common stock and AWA warrants ........ (16,954) (13,342)
Other .............................................. 1,039 495
--------- ---------
Net cash used in financing activities .......... (52,619) 23,118)
--------- ---------
Net decrease in cash and cash equivalents .............. (7,319) (1,176)
--------- ---------
Cash and cash equivalents at beginning of period ....... 172,303 137,499
--------- ---------
Cash and cash equivalents at end of period ............. $ 164,984 $ 136,323
========= =========
Cash, cash equivalents and short-term investments at end
of period ......................................... $ 179,773 $ 165,708
========= =========
Cash paid for:
Interest, net of amounts capitalized ............... $ 9,114 $ 10,612
========= =========
Income taxes ....................................... $ 1,336 $ 40
========= =========
Non-cash financing activities:
Notes payable issued for equipment purchase deposits $ 3,500 $ 11,690
========= =========
Notes payable canceled under the aircraft
purchase agreement ............................ $ (8,022) $ --
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 Standard
("SFAS") No. 128, "Earnings Per Share," which standardizes the reporting for
EPS into basic EPS and diluted EPS. All prior period EPS data have been
restated to conform to SFAS No. 128.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
---- ----
(in thousands of dollars except per share data)
BASIC EARNINGS PER SHARE
<S> <C> <C>
Income applicable to common stock ...................................... $ 25,138 $ 13,954
=========== ===========
Weighted average common shares outstanding ............................. 44,001,533 44,440,133
=========== ===========
Basic earnings per share ............................................... $ 0.57 $ 0.31
=========== ===========
DILUTED EARNINGS PER SHARE
Income applicable to common stock ...................................... $ 25,138 $ 13,954
=========== ===========
Share computation:
Weighted average common shares outstanding ........................... 44,001,533 44,440,133
Assumed exercise of stock options and warrants ....................... 3,854,767 1,886,556
----------- -----------
Weighted average common shares
outstanding as adjusted ........................................ 47,856,300 46,326,689
=========== ===========
Diluted earnings per share ............................................. $ 0.53 $ 0.30
=========== ===========
</TABLE>
For the three months ended March 31, 1998 and 1997, options for 341,689 and
1,030,307 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.
6
<PAGE> 7
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
3. STOCK REPURCHASE
In January 1998, Holdings paid $14.3 million for the repurchase of its
outstanding common stock and AWA repurchased $5.7 million of its publicly traded
warrants to purchase common stock of Holdings. The equity was acquired in a
private transaction with Mesa Air Group ("Mesa") and in a series of open-market
purchases. The private transaction involved the purchase of all of the Company's
equity held by Mesa including 100,000 shares of Class A Common Stock, 200,727
shares of Class B Common Stock and 799,767 warrants. In addition, the Company
purchased 345,200 shares of Class B Common Stock on the open market. The equity
repurchases were made pursuant to the stock repurchase program encompassing 2.5
million shares of Class B Common Stock and all outstanding warrants.
4. FORMATION OF THE LEISURE COMPANY
In January 1998, the Company transferred net assets of $32 million from
AWA to Leisure Co., a newly formed leisure travel subsidiary which will manage
the former America West Vacations division and its sports and ad hoc charter
business.
5. COMPREHENSIVE INCOME
The Company adopted SFAS No. 130, "Reporting Comprehensive Income,"
effective January 1, 1998. SFAS No. 130 establishes standards for the reporting
and presentation of comprehensive income and its components in financial
statements. Comprehensive income encompasses net income and "other comprehensive
income," which includes all other non-owner transactions and events which change
stockholder's equity. SFAS No. 130 does not have any impact on the Company's
financial reporting.
6. SUBSEQUENT EVENTS
Engine Maintenance Agreement -- In April 1998, AWA entered into a
long-term maintenance agreement to have certain aircraft engines maintained on a
flight hour basis.
Aircraft Purchase Agreement Amendment -- In April 1998, AWA and AVSA
S.A.R.L., an affiliate of Airbus Industrie, executed Amendment No. 1 to the
aircraft purchase agreement which allowed AWA to reduce the firm order of Airbus
aircraft from 34 to 29 in connection with the lease of five A320 aircraft in
1998. AWA entered into lease agreements for three such aircraft with lease terms
of 10 years in the first quarter of 1998 and is currently negotiating lease
agreements for two additional A320 aircraft for delivery in September 1998.
Bond Refinancing -- In April 1998 AWA completed the refunding of its $29.3
million variable rate industrial development revenue bonds due 2016 ("old
bonds") by issuing $29.3 million of 6.3 percent fixed rate industrial
development revenue bonds due April 2023 ("new bonds"). Interest on the new
bonds is payable semiannually (April 1 and October 1) and commences on October
1, 1998. The new bonds are subject to optional redemption prior to the maturity
date on or after April 1, 2008, in whole or in part, on any interest payment
date at the following redemption prices: 102 percent on April 1 or October 1,
2008; 101 percent on April 1 or October 1, 2009; and 100 percent on April 1,
2010 and thereafter. As a result of the refinancing, $29.9 million of cash,
which secured the irrevocable direct pay letter of credit that backed the old
bonds, was released and available for general corporate purposes.
7
<PAGE> 8
AMERICAN WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
Commission Program Changes -- Effective May 1, 1998, AWA revised its eight
percent travel agent commission program to include a maximum $50 payment per
round trip and a maximum $25 payment per one way itinerary on all tickets issued
in the United States and Canada. AWA also announced a new Internet commission
policy which offers to all online vendors selling America West travel a five
percent commission with a maximum $10 payment.
8
<PAGE> 9
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 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. (See Note 4, "Formation of Leisure Company" in Notes to
Condensed Consolidated Financial Statements.) 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 first quarter 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 obtain an understanding of the Company's results of
operations. Management also believes that an improved understanding of the
Company's results can be gained by comparing the first quarter of 1998 to pro
forma results for the 1997 first quarter, which assume 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 first quarter 1997
statement of income. 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 period. 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 first quarter of 1998, Holdings earned record consolidated net income of
$25.1 million, an 80 percent increase over the previous record consolidated net
income of $14.0 million established in the first quarter of 1997. Diluted
earnings per share for the first quarter of 1998 were $.53 compared to $0.30 in
last year's quarter. Consolidated income tax expense for financial reporting
purposes was $19.1 million for the 1998 first quarter compared to $12.0 million
in the first quarter of 1997.
9
<PAGE> 10
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 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)
<TABLE>
<CAPTION>
Pro Forma
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Operating revenues:
Passenger .............................. $ 443,792 $ 435,540
Cargo .................................. 12,605 12,756
Other .................................. 14,556 13,891
--------- ---------
Total operating revenues ............... 470,953 462,187
--------- ---------
Operating expenses:
Salaries and related costs ............. 105,584 99,062
Aircraft rental ........................ 58,745 54,932
Rentals and landing fees ............... 29,458 30,816
Aircraft fuel .......................... 50,284 69,116
Agency commissions ..................... 31,617 36,594
Aircraft maintenance materials & repairs 42,428 31,312
Depreciation and amortization .......... 12,298 11,972
Reorganization value amortization ...... 4,974 5,922
Other .................................. 87,742 91,942
--------- ---------
Total operating expenses ............... 423,130 431,668
--------- ---------
Operating income ....................... 47,823 30,519
--------- ---------
Nonoperating income (expenses):
Interest income ........................ 5,045 4,240
Interest expense, net .................. (9,672) (12,081)
Other, net ............................. (264) 296
--------- ---------
Total nonoperating expenses, net ....... (4,891) (7,545)
--------- ---------
Income before income taxes ................. $ 42,932 $ 22,974
========= =========
</TABLE>
10
<PAGE> 11
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
The table below sets forth selected operating data for AWA
<TABLE>
<CAPTION>
Three Months Percent
Ended March 31, Change
1998 1997 1998-1997
---- ---- ---------
<S> <C> <C> <C>
Aircraft (end of period)............................... 103 101 2.0
Average daily aircraft utilization (hours)............. 12.3 12.4 (0.8)
Available seat miles (in millions)..................... 5,846 5,791 0.9
Block hours (in thousands) 113,202 112,722 0.4
Average stage length (miles)........................... 802 768 4.4
Average passenger journey (miles)...................... 1,109 1,088 1.9
Revenue passenger miles (in millions).................. 3,636 3,982 (8.7)
Load factor (percent).................................. 62.2 68.8 (6.6) points
Passenger enplanements (in thousands).................. 4,149 4,590 (9.6)
Yield per revenue passenger mile (cents)............... 12.20 10.94 11.5
Revenue per available seat mile:
Passenger (cents)................................... 7.59 7.52 0.9
Total (cents)....................................... 8.06 7.98 1.0
Fuel consumption (gallons in millions)................. 93.1 92.1 1.1
Fuel price (cents per gallon).......................... 53.99 75.03 (28.0)
Average number of full-time equivalent employees....... 9,467 9,792 (3.3)
</TABLE>
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.
<TABLE>
<CAPTION>
Three Months Percent
Ended March 31, Change
1998 1997 1998-1997
---- ---- ---------
(Pro Forma)
<S> <C> <C> <C>
(in cents)
Salaries and related costs............................. 1.81 1.71 5.9
Aircraft rents......................................... 1.00 .95 5.3
Other rents and landing fees........................... .50 .53 (5.7)
Aircraft fuel.......................................... .86 1.19 (27.7)
Agency commissions..................................... .54 .63 (14.3)
Aircraft maintenance materials and repairs............. .73 .54 35.2
Depreciation and amortization.......................... .21 .21 --
Amortization of excess reorganization value............ .09 .10 (10.0)
Other.................................................. 1.50 1.59 (5.7)
---- ----
7.24 7.45 (2.8)
==== ====
</TABLE>
For the three months ended March 31, 1998, AWA realized operating
income of $47.8 million, a 56.7 percent increase over the $30.5 million
operating income recognized in last year's quarter. Income before income taxes
for the three month period in 1998 was $42.9 million compared to $23.0 million
in 1997.
11
<PAGE> 12
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
Total operating revenue for the 1998 first quarter was a record $471
million. Passenger revenues were $443.8 million for the three months ended March
31, 1998, an increase of $8.3 million or 1.9 percent from 1997. Passenger
revenue per available seat mile ("RASM") for the quarter increased 0.9 percent
to 7.59 cents from 7.52 cents driven by an 11.5 percent increase in passenger
yield. The increase in RASM and yield occurred despite the reinstatement of a
federal transportation excise tax which was not in effect in last year's first
quarter. Capacity, as measured by available seat miles ("ASMs"), increased 0.9
percent in the 1998 first quarter as compared to 1997 while load factor
decreased by 6.6 points to 62.2 percent. Cargo and other revenues increased 1.9
percent to $27.2 million for the first quarter of 1998.
CASM decreased 2.8 percent to 7.24 cents in the first quarter of 1998
from 7.45 cents for the comparable 1997 period, primarily due to lower fuel
prices. Significant changes in the components of operating expense per ASM are
explained as follows:
- - Salaries and related costs per ASM increased 5.9 percent as a salary
level increase in the pilot contract that was effective in May 1997
increased pilot salaries $3.9 million in the 1998 quarter over the
comparable 1997 period and an increase in the accrual for AWArd Pay
($1.2 million) resulting from higher operating income in 1998.
- - Aircraft rent expense per ASM increased 5.3 percent due to the net
addition of two leased aircraft to the fleet during the 1998 quarter as
compared to 1997 and higher rents on replacement aircraft.
- - Other rents and landing fees expense per ASM decreased 5.7 percent in
the first quarter of 1998 as fewer spare parts were on loan from other
airlines and landings decreased by 3.9 percent.
- - Aircraft fuel expense per ASM decreased 27.7 percent due to a 28.0
percent decrease in the average price per gallon of fuel to 53.99 cents
in the 1998 quarter from 75.03 cents in 1997.
- - Agency commissions expense per ASM decreased 14.3 percent due to the
change in agency commission rate from 10 percent to 8 percent in
October 1997.
- - Aircraft maintenance materials and repairs expense per ASM increased
35.2 percent due primarily to an increase in capitalized maintenance
amortization expense of $3.8 million for the first quarter of 1998
when compared to the 1997 first quarter.
- - Amortization of excess reorganization value expense per ASM decreased
10.0 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-organized Company.
- - Other operating expenses per ASM decreased 5.7 percent to 1.50 cents
from 1.59 cents primarily due to reduced advertising costs and traffic
liability insurance rates, and lower passenger traffic related expenses
due to a 9.6 percent decrease in enplanements.
Net nonoperating expenses decreased $2.6 million to $4.9 million in the
first quarter of 1998 from $7.5 million in 1997. Excluding $1.7 million of
interest income and $1.7 million of interest expense associated with
inter-company notes, the quarter-over-quarter change was primarily due to a net
decrease in interest expense as outstanding debt was $92.3 million lower in the
first quarter of 1998 as compared to 1997.
12
<PAGE> 13
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 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)
<TABLE>
<CAPTION>
Pro Forma
Three Months Ended Three Months Ended
March 31, 1998 March 31,1997
-------------- -------------
<S> <C> <C>
Operating revenues ....... $42,960 $50,736
Cost of goods sold ....... 30,648 37,753
------- -------
Net revenues ............. 12,312 12,983
Total operating expenses . 9,849 10,039
------- -------
Operating Income ......... 2,463 2,944
------- -------
Nonoperating expenses, net 139 341
------- -------
Income before income taxes $ 2,324 $ 2,603
======= =======
</TABLE>
Leisure Co.'s income before income taxes for the 1998 first quarter was $2.3
million, down $0.3 million when compared to the first quarter of 1997 on a pro
forma basis. Operating revenues fell $7.8 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 declined by $0.7 million while total operating expenses were relatively
flat in the 1998 quarter when compared to 1997.
13
<PAGE> 14
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash and cash equivalents and short-term investments
increased to $179.8 million at March 31, 1998 from $172.3 million at December
31, 1997. Net cash provided by operating activities increased to $104.2 million
for the quarter ended March 31, 1998 from $53.2 million in 1997 due principally
to the period-over-period change in air traffic liability, which grew 64.9
percent in the 1998 period as compared to 8.8 percent in the 1997 period, and
higher net income in the 1998 first quarter. Net cash used in investing
activities increased to $58.9 million for the 1998 period from $31.2 million for
the 1997 period This increase was primarily due to the purchase of short-term
investments totaling $14.8 million and the payment of $7.0 million in equipment
purchase deposits for aircraft. Net cash used in financing activities was $52.6
million for the 1998 first quarter compared to $23.1 million in the 1997 period
primarily due to the repayment of $30 million of revolving credit facility debt
and the repurchase of common stock and AWA warrants.
Operating with a working capital deficiency is common in the airline
industry as tickets sold for transportation which have not yet been provided are
classified as a current liability while the related income-producing assets, the
aircraft, are classified as non-current. The company's working capital
deficiency at March 31, 1998 was $190.3 million, an increase of 17.4 percent
from December 31, 1997.
Long-term debt maturities through 2000 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft. Such
maturities are $23.3 million, $34.3 million and $19.6 million, respectively, for
the remainder of 1998, 1999 and 2000. Management expects to fund these
requirements with cash from operations.
In April 1998 AWA completed the refunding of its $29.3 million variable
rate industrial development revenue bonds due 2016 ("old bonds") by issuing
$29.3 million of 6.3 percent fixed rate industrial development revenue bonds due
April 2023 ("new bonds"). Interest on the new bonds is payable semiannually
(April 1 and October 1) and commences on October 1, 1998. The new bonds are
subject to optional redemption prior to the maturity date on or after April 1,
2008, in whole or in part, on any interest payment date at the following
redemption prices: 102 percent on April 1 or October 1, 2008; 101 percent on
April 1 or October 1, 2009; and 100 percent on April 1, 2010 and thereafter. As
a result of the refinancing, $29.9 million of cash, which secured the
irrevocable direct pay letter of credit that backed the old bonds, was released
and available for general corporate purposes.
At March 31, 1998, AWA had a commitment to AVSA S.A.R.L., an affiliate
of Airbus Industrie ("AVSA"), to purchase a total of 34 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. In April 1998, AWA and AVSA executed Amendment No. 1 to the aircraft
purchase agreement which allowed AWA to reduce the firm order of Airbus aircraft
from 34 to 29 in connection with the lease of five A320 aircraft in 1998. AWA
entered into lease agreements for three such aircraft in the first quarter of
1998 and is currently negotiating lease agreements for two A320 aircraft for
delivery in September 1998. The 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 financing will be
obtained for all aircraft. A default by the Company under the AVSA purchase
commitment could have a material adverse effect on AWA.
14
<PAGE> 15
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
As of March 31, 1998, AWA's fleet consisted of 103 aircraft of which 18
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. AWA has decided to install hush kits on 14 aircraft to comply with Stage
III requirements and the required capital expenditures for such modifications
are currently estimated to be approximately $1.0 million per aircraft. The
remaining four non-compliant aircraft will be retired.
Capital expenditures for the quarters ended March 31, 1998 and 1997
were approximately $37.2 million and $41 million, respectively. Included in
these amounts are capital expenditures for capitalized maintenance of
approximately $16.7 million for the first quarter of 1998 and $22.4 million for
the first quarter of 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 March 31, 1998.
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 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.
15
<PAGE> 16
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On March 3, 1998, the Company granted to The America West Community
Foundation (the "Foundation") 50,000 shares of the Company's Class B Common
Stock out of its treasury stock. The Foundation was established to enhance the
Company's ability to fund charitable and civic activities. At the 1995 Annual
Meeting, the Company's stockholders voted in favor of contributing up to 250,000
share of the Company's Class B Common Stock to the Foundation, which shares
could be granted at the discretion of the Board of Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
+10.27 Description of employment agreement among Holdings, AWA and
William A. Franke - Incorporated by reference to the
"Employment Agreements" section in Holdings' Proxy Statement
for the 1998 Annual Meeting of Stockholders.
*11.1 Computation of Earnings Per Share.
*27.1 Financial Data Schedule.
*27.2 Restated Financial Data Schedule.
-----
* Filed herewith.
+ Represents a management contract or compensatory plan
or arrangement.
b. Reports on Form 8-K
None
16
<PAGE> 17
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: May 15, 1998
17
<PAGE> 18
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 1998
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description and Method of Filing
- ------ --------------------------------
<S> <C>
+10.27 Description of Employment Agreement among Holdings, AWA and
William A. Franke - Incorporated by reference to the "Employment
Agreements" section in Holdings' Proxy Statement for the 1998
Annual Meeting of Stockholders.
*11.1 Computation of Earnings Per Share
*27.1 Financial Data Schedule
*27.2 Restated Financial Data Schedule
</TABLE>
- ------------
*Filed herewith
+Represents a management contract or compensatory plan or arrangement.
18
<PAGE> 1
AMERICA WEST HOLDINGS CORPORATION
COMPUTATION OF NET INCOME PER COMMON SHARE
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS) EXHIBIT 11.1
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
---------------------
Basic Earnings Per Share:
<S> <C> <C>
Net income applicable to common stock ..................................... $ 25,138 $ 13,954
=========== ===========
Weighted average number of common shares outstanding ...................... 44,001,533 44,440,133
=========== ===========
Basic earnings per share .................................................. $ 0.57 $ 0.31
=========== ===========
Diluted Earnings Per Share:
Net income applicable to common stock ..................................... $ 25,138 $ 13,954
=========== ===========
Share Computation:
Weighted average number of common shares outstanding ...................... 44,001,533 44,440,133
Assumed exercise of stock options and warrants (a) ........................ 3,854,767 1,886,556
----------- -----------
Weighted average number of common shares outstanding as adjusted .......... 47,856,300 46,326,689
=========== ===========
Diluted earnings per share ................................................ $ 0.53 $ 0.30
=========== ===========
</TABLE>
(a) The stock options and warrants are included only in the periods in
which they are dilutive.
19
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001029863
<NAME> AMERICA WEST HOLDINGS CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 164,984
<SECURITIES> 14,789
<RECEIVABLES> 149,595
<ALLOWANCES> 3,909
<INVENTORY> 25,954
<CURRENT-ASSETS> 405,394
<PP&E> 1,008,010
<DEPRECIATION> 306,467
<TOTAL-ASSETS> 1,625,866
<CURRENT-LIABILITIES> 595,690
<BONDS> 0
0
0
<COMMON> 460
<OTHER-SE> 693,110
<TOTAL-LIABILITY-AND-EQUITY> 1,625,866
<SALES> 0
<TOTAL-REVENUES> 483,216
<CGS> 0
<TOTAL-COSTS> 433,809
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 750
<INTEREST-EXPENSE> 7,735
<INCOME-PRETAX> 44,256
<INCOME-TAX> 19,118
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,138
<EPS-PRIMARY> 0.57<F1>
<EPS-DILUTED> 0.53
<FN>
<F1>EPS PRIMARY REPRESENTS BASIC NET INCOME PER SHARE.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0001029863
<NAME> AMERICA WEST HOLDINGS CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 136,323
<SECURITIES> 29,385
<RECEIVABLES> 96,402
<ALLOWANCES> 3,056
<INVENTORY> 21,735
<CURRENT-ASSETS> 337,706
<PP&E> 885,450
<DEPRECIATION> 189,265
<TOTAL-ASSETS> 1,600,382
<CURRENT-LIABILITIES> 525,684
<BONDS> 0
0
0
<COMMON> 459
<OTHER-SE> 623,401
<TOTAL-LIABILITY-AND-EQUITY> 1,600,382
<SALES> 0
<TOTAL-REVENUES> 462,187
<CGS> 0
<TOTAL-COSTS> 428,724
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 750
<INTEREST-EXPENSE> 10,389
<INCOME-PRETAX> 25,937
<INCOME-TAX> 11,983
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,954
<EPS-PRIMARY> 0.31<F1>
<EPS-DILUTED> 0.30
<FN>
<F1>EPS PRIMARY REPRESENTS BASIC NET INCOME PER SHARE.
</FN>
</TABLE>
