<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, 2000 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------------------- ----------------------
COMMISSION FILE NUMBER 1-12649
-------------------------------------------------
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 86-0847214
------------------------------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
<TABLE>
<S> <C> <C>
111 WEST RIO SALADO PARKWAY, TEMPE, ARIZONA 85281
------------------------------------------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (480) 693-0800
-------------------------------------------------------------------------------
N/A
----------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES XX NO
---- ----
THE COMPANY HAS 1,100,000 SHARES OF CLASS A COMMON STOCK AND 32,668,101 SHARES
OF CLASS B COMMON STOCK OUTSTANDING AS OF OCTOBER 31, 2000.
<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,
2000 1999
---- ----
ASSETS (UNAUDITED)
------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................................. $ 97,480 $ 112,174
Short-term investments................................................ 41,832 15,617
Investment in equity securities....................................... 20,723 16,433
Accounts receivable, net.............................................. 175,475 118,076
Expendable spare parts and supplies, net.............................. 50,877 49,327
Prepaid expenses...................................................... 69,435 42,809
---------- ----------
Total current assets.............................................. 455,822 354,436
---------- ----------
Property and equipment:
Flight equipment...................................................... 881,010 801,541
Other property and equipment.......................................... 221,833 208,961
Equipment purchase deposits........................................... 97,099 79,399
---------- ----------
1,199,942 1,089,901
Less accumulated depreciation and amortization........................ 442,079 382,187
---------- ----------
Net property and equipment....................................... 757,863 707,714
---------- ----------
Other assets:
Restricted cash....................................................... 34,639 35,579
Reorganization value in excess of amounts allocable to
identifiable assets, net.......................................... 299,154 315,275
Other assets, net..................................................... 52,616 94,150
---------- ----------
Total other assets................................................ 386,409 445,004
---------- ----------
$1,600,094 $1,507,154
========== ==========
</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,
2000 1999
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
------------------------------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt.................................... $ 55,416 $ 45,171
Accounts payable........................................................ 149,011 149,816
Air traffic liability................................................... 265,676 192,799
Accrued compensation and vacation benefits.............................. 33,609 49,865
Accrued taxes........................................................... 55,948 23,158
Other accrued liabilities............................................... 46,956 38,030
---------- ----------
Total current liabilities........................................... 606,616 498,839
---------- ----------
Long-term debt, less current maturities..................................... 145,844 155,168
Deferred credits and other liabilities...................................... 97,266 106,989
Deferred tax liability, net................................................. 30,343 31,989
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value. Authorized 48,800,000
shares; no shares issued............................................ -- --
Class A common stock, $.01 par value. Authorized
1,200,000 shares; issued and outstanding 1,100,000 shares at
September 30, 2000 and December 31, 1999............................ 11 11
Class B common stock, $.01 par value. Authorized 100,000,000
shares; issued 49,001,996 shares at September 30, 2000 and
48,561,916 shares at December 31, 1999.............................. 490 486
Additional paid-in capital.............................................. 604,742 599,078
Retained earnings....................................................... 422,489 373,067
Accumulated other comprehensive income (loss)........................... (727) --
---------- ----------
1,027,005 972,642
Less: Cost of Class B Common Stock in treasury, 16,291,395
shares in 2000 and 13,384,795 shares in 1999........................ (306,980) (258,473)
---------- ----------
Total stockholders' equity.......................................... 720,025 714,169
---------- ----------
$1,600,094 $1,507,154
========== ==========
</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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues:
Passenger...................................... $549,320 $504,793 $1,639,853 $1,507,661
Cargo......................................... 8,357 9,877 27,784 31,275
TLC net revenues............................... 12,141 18,945 43,310 47,609
Other.......................................... 20,721 19,224 60,411 55,400
-------- -------- ---------- ----------
Total operating revenues................... 590,539 552,839 1,771,358 1,641,945
-------- -------- ---------- ----------
Operating expenses:
Salaries and related costs..................... 142,702 125,398 410,484 363,893
Aircraft rents................................. 83,692 69,655 244,651 200,757
Other rents and landing fees................... 34,689 32,089 96,738 92,939
Aircraft fuel.................................. 98,591 60,171 257,450 157,604
Agency commissions............................. 22,471 29,461 67,694 89,903
Aircraft maintenance materials and repairs..... 63,754 55,613 185,474 156,237
Depreciation and amortization.................. 12,742 13,339 39,188 37,336
Amortization of excess reorganization value.... 4,974 4,974 14,922 14,922
TLC expenses................................... 9,820 15,593 39,976 38,043
Other.......................................... 116,864 105,348 355,204 322,807
-------- -------- ---------- ----------
Total operating expenses................... 590,299 511,641 1,711,781 1,474,441
-------- -------- ---------- ----------
Operating income................................... 240 41,198 59,577 167,504
-------- -------- ---------- ----------
Nonoperating income (expenses):
Interest income................................ 5,172 3,498 11,374 9,058
Interest expense, net.......................... (3,693) (5,964) (11,401) (18,221)
Gain on sale of investments.................... 1,960 -- 27,254 --
Other, net..................................... 8,583 (860) 8,975 1,586
-------- -------- ---------- ----------
Total nonoperating income (expenses), net.. 12,022 (3,326) 36,202 (7,577)
-------- -------- ---------- ----------
Income before income taxes......................... 12,262 37,872 95,779 159,927
-------- -------- ---------- ----------
Income taxes....................................... 10,960 15,659 46,357 69,521
-------- -------- ---------- ----------
Net income......................................... $ 1,302 $ 22,213 $ 49,422 $ 90,406
======== ======== ========== ==========
Earnings per share:
Basic.......................................... $ 0.04 $ 0.60 $ 1.39 $ 2.38
======== ======== =========== ===========
Diluted........................................ $ 0.04 $ 0.57 $ 1.36 $ 2.26
======== ======== =========== ===========
Shares used for computation:
Basic ......................................... 34,312 37,108 35,589 37,969
======== ======== ========== ==========
Diluted........................................ 34,764 38,760 36,296 39,947
======== ======== ========== ==========
</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,
2000 1999
---- ----
<S> <C> <C>
Net cash provided by operating activities.............................. $ 199,516 $ 222,875
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment................................ (209,042) (229,461)
Sales (purchases) of short-term investments........................ (26,215) 21,781
Proceeds from sales of property and equipment...................... 38,303 184,822
Net proceeds from sale of subsidiaries............................. 44,530 --
Equipment purchase deposits and other.............................. (8,400) (5,000)
--------- ---------
Net cash used in investing activities.......................... (160,824) (27,858)
--------- ---------
Cash flows from financing activities:
Repayment of debt.................................................. (41,568) (171,341)
Proceeds from issuance of debt..................................... 32,000 162,074
Repurchase of common stock and AWA warrants........................ (49,305) (88,506)
Proceeds from exercise of AWA warrants............................. -- 32,720
Other.............................................................. 5,487 2,591
--------- ---------
Net cash used in financing activities.......................... (53,386) (62,462)
--------- ---------
Net increase (decrease) in cash and cash equivalents................... (14,694) 132,555
--------- ---------
Cash and cash equivalents at beginning of period....................... 112,174 108,360
--------- ---------
Cash and cash equivalents at end of period............................. $ 97,480 $ 240,915
========= =========
Cash, cash equivalents and short-term investments at end
of period......................................................... $ 139,312 $ 246,619
========= =========
Cash paid for:
Interest, net of amounts capitalized............................... $ 12,200 $ 19,294
========= =========
Income taxes....................................................... $ 9,708 $ 55,644
========= =========
Non-cash financing activities:
Notes payable issued for equipment purchase deposits............... $ 31,500 $ 17,500
========= =========
Notes payable canceled under the aircraft
purchase agreement............................................ $ 21,000 $ 31,500
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include the
accounts of America West Holdings Corporation ("Holdings" or the "Company") and
its wholly owned subsidiaries, America West Airlines, Inc. ("AWA"), and The
Leisure Company ("TLC"). These statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission and in
accordance with those rules and regulations, certain information and footnotes
required by generally accepted accounting principles have been omitted. In the
opinion of management, the condensed consolidated financial statements reflect
all adjustments, which are of a normal recurring nature, necessary for a fair
presentation. Certain prior year amounts have been reclassified to conform with
current year presentation. The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
2. EARNINGS PER SHARE ("EPS")
The following table presents the computation of basic and diluted EPS.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
(IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Income applicable to common stock .............. $ 1,302 $ 22,213 $ 49,422 $ 90,406
=========== =========== =========== ===========
Weighted average common shares outstanding ..... 34,312,124 37,107,574 35,589,220 37,969,023
=========== =========== =========== ===========
Basic earnings per share ....................... $ 0.04 $ 0.60 $ 1.39 $ 2.38
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE
Income applicable to common stock .............. $ 1,302 $ 22,213 $ 49,422 $ 90,406
=========== =========== =========== ===========
Share computation:
Weighted average common shares outstanding ... 34,312,124 37,107,574 35,589,220 37,969,023
Assumed exercise of stock options and warrants 451,627 1,652,004 706,403 1,977,608
=========== =========== =========== ===========
Weighted average common shares
outstanding as adjusted ................ 34,763,751 38,759,578 36,295,623 39,946,631
=========== =========== =========== ===========
Diluted earnings per share ..................... $ 0.04 $ 0.57 $ 1.36 $ 2.26
=========== =========== =========== ===========
</TABLE>
For the three and nine months ended September 30, 2000, options for
3,366,409 and 3,240,797 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 30,1999, options for 1,790,194 and
1,731,731 shares, respectively, are not included in the computation of diluted
EPS.
6
<PAGE> 7
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
3. STOCK REPURCHASE PROGRAM
In the third quarter of 2000, the Company repurchased 1,518,400 shares
of Class B Common Stock on the open market for approximately $24.9 million. As
of September 30, 2000, the Company was authorized to purchase 55,900 shares of
issued and outstanding Class B Common Stock under the Company's Stock Repurchase
Program.
In October 2000, the Company repurchased 55,000 shares of Class B
Common Stock for approximately $0.5 million.
4. INVESTMENT IN EQUITY SECURITIES
As of September 30, 2000, AWA owned one million shares of GetThere.com
common stock, which were classified as trading securities in accordance with
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS No. 115"). The estimated fair value of this investment at that date was
approximately $17.7 million based on the quoted market price of GetThere.com
common stock. AWA recognized an unrealized holding gain of $8.8 million related
to the GetThere.com shares that was included in earnings in the third quarter of
2000. AWA sold all one million shares of GetThere.com for approximately $17.8
million in October 2000.
5. FLIGHT EQUIPMENT
In July 2000 AWA announced firm orders for four A319 aircraft to be
delivered in 2001. These A319 aircraft represent the exercise of four of AWA's
existing option rights under its 1999 aircraft purchase agreement with AVSA
S.A.R.L., an affiliate of Airbus Industrie ("AVSA").
In the third quarter of 2000, AWA also entered into aircraft lease
arrangements for two new A319 and three new A320 aircraft, with lease terms
ranging from 12 to 22 years.
In October 2000 AWA exercised its option rights with respect to four
A319 aircraft to be delivered in 2001 through 2003 as part of its 1999
aircraft purchase agreement with AVSA.
6. FINANCING TRANSACTION
In July 2000 America West Airlines 2000-1 Pass Through Trusts issued
$253.3 million of Pass Through Trust Certificates in connection with the
financing of eight Airbus A319 aircraft and two Airbus A320 aircraft. The
combined effective interest rate on the financing is 8.49%. One A319 and one
A320 aircraft that are the subject of this financing were delivered in the third
quarter of 2000 and one A319 aircraft was delivered in October 2000. The
remaining seven aircraft will be delivered between November 2000 and March 2001.
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. A major third
party finance company has agreed to provide equity for leveraged lease
transactions on six of the ten aircraft. The Pass Through Trust Certificates are
not direct obligations of, nor guaranteed by, Holdings or AWA.
7
<PAGE> 8
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
7. COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS No. 130") requires unrealized gains or losses on
the Company's available-for-sale securities to be included in other
comprehensive income, a component of stockholders' equity. In accordance with
SFAS No. 130, the Company has recorded a $0.7 million net loss to reflect a
decrease in the fair market value of its investment in Book4golf.com common
stock as of September 30, 2000. The tax benefit associated with the loss
included in comprehensive income was $0.4 million. (See Note 8, "Sale of
America West Golf Vacations".)
8. SALE OF AMERICA WEST GOLF VACATIONS
In July 2000 Holdings completed the sale of America West Golf
Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based,
real-time, golf tee time reservation systems. TLC received 900,000 common
shares, with a fair market value of $2.1 million, and up to one million share
purchase warrants of Book4golf.com. The number of warrants is based, in part,
upon certain performance driven criteria in the future. The Company recorded a
non-operating pretax gain on sale of $2.0 million in the third quarter of 2000.
Book4golf.com and TLC have formed a post-acquisition alliance to create and
market golf vacation packages that can be designed and purchased on-line,
including tee times, green fees, golf lessons, air travel, car rental and hotel
accommodations. In accordance with SFAS 115, the Company has classified TLC's
investment in Book4golf.com as available-for-sale securities in the Company's
consolidated balance sheet.
9. SEGMENT DISCLOSURES
Segment reporting financial data as of and for the three and nine
months ended September 30, 2000 and 1999, respectively, follows (in thousands of
dollars):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------
Other/
AWA TLC Eliminations (a) Total
--- --- ---------------- -----
<S> <C> <C> <C> <C>
Operating revenue........................ $ 578,457 $12,141 $ (59) $590,539
Depreciation and amortization............ 12,742 333(b) -- 13,075
Amortization of reorganization value..... 4,974 400(b) -- 5,374
Operating income (loss).................. (920) 2,321 (1,161) 240
Capital expenditures..................... 68,457 219 -- 68,676
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------
Other/
AWA TLC Eliminations (a) Total
--- --- ---------------- -----
<S> <C> <C> <C> <C>
Operating revenue........................ $ 533,894 $18,945 $ -- $552,839
Depreciation and amortization............ 13,339 1,037(b) -- 14,376
Amortization of reorganization value..... 4,974 400(b) -- 5,374
Operating income ........................ 38,848 3,352 (1,002) 41,198
Capital expenditures..................... 127,731 392 -- 128,123
</TABLE>
8
<PAGE> 9
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000
------------------------------------
Other/
AWA TLC Eliminations (a) Total
--- --- ---------------- -----
<S> <C> <C> <C> <C>
Operating revenue........................ $1,728,155 $ 43,310 $ (107) $1,771,358
Depreciation and amortization............ 39,188 2,140(b) -- 41,328
Amortization of reorganization value..... 14,922 1,200(b) -- 16,122
Operating income ........................ 60,210 3,334 (3,967) 59,577
Capital expenditures..................... 206,808 2,234 -- 209,042
Segment assets (end of period)........... 1,797,561 100,576 (298,043) 1,600,094
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------
Other/
AWA TLC Eliminations (a) Total
--- --- ---------------- -----
<S> <C> <C> <C> <C>
Operating revenue........................ $1,594,549 $ 47,609 $ (213) $1,641,945
Depreciation and amortization............ 37,336 2,034(b) -- 39,370
Amortization of reorganization value..... 14,922 1,200(b) -- 16,122
Operating income ........................ 161,796 9,566 (3,858) 167,504
Capital expenditures..................... 225,792 3,669 -- 229,461
Segment assets (end of period)........... 1,776,091 102,416 (233,774) 1,644,733
</TABLE>
(a) Amounts included in the "Other/Eliminations" column reflect the
elimination of intercompany investments and transactions between AWA,
Holdings and TLC.
(b) Included in TLC expenses in the Condensed Consolidated Statements of
Income.
9
<PAGE> 10
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Holdings is the parent company of AWA and TLC. AWA is the ninth largest
commercial airline carrier in the United States serving over 60 destinations in
the U.S., Canada and Mexico. TLC arranges and sells leisure travel products that
may include airfare, hotel accommodations, ground transportation and a variety
of other travel options. Holdings' primary business activity is ownership of all
the capital stock of AWA and TLC.
RESULTS OF OPERATIONS
In January 1998 TLC began operations as a new travel subsidiary of
Holdings to develop and grow the America West Vacations division ("AWV")
vacation package tour business. With commencement of TLC, Holdings' operations
consisted of two distinct lines of business for financial reporting purposes.
While not required by the rules and regulations of the Securities and Exchange
Commission, management believed a discussion of AWA and TLC on a stand alone
basis in the "Results of Operations" section of Management's Discussion and
Analysis of Financial Condition and Results of Operations ("MD&A") would provide
relevant information that enhanced a reader's understanding of the Company's
operating results. Accordingly, starting with Holdings' Form 10-Q for the
quarter ended March 31, 1998, a discussion of "Results of Operations" was
presented for both AWA and TLC in MD&A.
TLC initiated its growth strategy by acquiring The Vacation Store
("TVS") in November 1998 and National Leisure Group ("NLG") in May 1999. The
acquisitions of TVS and NLG added established retail networks to TLC's largely
wholesale travel product line. In May 2000, TLC refocused its strategy on its
wholesale business and sold a majority interest in TVS and NLG to a third party,
realizing a $9.7 million pretax gain while maintaining a 12% passive ownership
interest in the restructured venture. With this sale TLC's stand alone financial
statements again primarily reflect the operations of AWV in its role as a
package wholesaler generating traffic volume on AWA. Functioning in this manner,
management believes reporting TLC's results of operations on a stand alone basis
is no longer meaningful and that profitability of AWA and TLC is best measured
on a combined basis. Accordingly, the Company will discontinue providing
separate company disclosures for AWA and TLC starting with Holdings' Annual
Report on Form 10-K for the year ended December 31, 2000.
SUMMARY
Holdings earned consolidated net income of $1.3 million in the third
quarter of 2000, a 94.1% decrease from the third quarter 1999's record
consolidated net income of $22.2 million. Diluted earnings per share for the
third quarter of 2000 were $0.04 compared to $0.57 in last year's third quarter.
The decline in earnings was due primarily to a 59.7% increase in
quarter-over-quarter fuel price, an increase in effective income tax rates and
the airline's unsatisfactory operating performance during the early part of the
quarter. The third quarter 2000 results include an $8.8 million non-operating
pretax gain ($5.5 million after tax) related to an investment in one million
shares of GetThere.com common stock, which are classified as trading securities
(see Note 4, "Investment in Equity Securities" in Notes to Condensed
Consolidated Financial Statements) and a $2.0 million non-operating pretax gain
($1.2 million after tax) from TLC's sale of America West Golf Vacations (see
Note 8, "Sale of America West Golf Vacations" in Notes to Condensed Consolidated
Financial Statements). Consolidated income tax expense for financial reporting
purposes was $11.0 million for the 2000 third quarter on pretax income of $12.3
million. This compares to $15.7 million of tax expense in the third quarter of
1999 on $37.9 million of pretax income. Holdings' effective tax rate increases
sharply as pretax earnings decrease primarily as the result of AWA's
amortization of excess reorganization value expense, which is not deductible for
tax purposes. Accordingly, the Company's book tax rate increased to 89% in the
2000 third quarter from 41% in the 1999 third quarter.
10
<PAGE> 11
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
Holdings had consolidated net income of $49.4 million for the nine
months ended September 30, 2000, compared to $90.4 million in the 1999 period.
Results for the nine month period in 2000 include a non-operating pretax gain of
$15.5 million ($9.6 million after tax) from AWA's sale of 500,000 warrants to
purchase common stock of Priceline.com in the first quarter of 2000, a
non-operating pretax gain of $9.7 million ($6.1 million after tax) from TLC's
sale of a majority interest in National Leisure Group and The Vacation Store in
the second quarter of 2000, and the gains related to AWA's investment in
GetThere.com common stock and TLC's sale of America West Golf Vacations
discussed above. For the nine months ended September 30, 2000, diluted earnings
per share were $1.36 compared to $2.26 for the 1999 period. Consolidated income
tax expense for financial reporting purposes was $46.4 million and $69.5 million
for the nine months ended September 30, 2000 and 1999, respectively.
AWA
America West's third quarter 2000 financial results continued to be
negatively impacted by the sharp increase year-over-year in jet fuel prices and
the airline's poor operating performance in the first half of the quarter. In
late July, AWA announced a comprehensive plan to improve customer service and
the airline's reliability, including a 3.5% reduction in the number of scheduled
aircraft. This reduction provided four additional spare aircraft to substitute
for others that may not be available because of maintenance requirements,
weather or air traffic control, and to increase access to aircraft for
performing reliability-related maintenance. From August 15 through September 30,
completion factor averaged 98% versus 94% in July, a 64% reduction in average
daily cancellations. In the month of October, AWA's completion factor declined
from this level due to weather and air traffic control delays.
The following discussion provides an analysis of AWA's results of
operations for the third quarter and nine months ended September 30, 2000 and
material changes compared to the third quarter and nine months ended September
30, 1999.
11
<PAGE> 12
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
AMERICA WEST AIRLINES, INC.
STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues:
Passenger..................................... $ 549,320 $ 504,793 $ 1,639,853 $ 1,507,661
Cargo......................................... 8,357 9,877 27,784 31,275
Other......................................... 20,780 19,224 60,518 55,613
----------- ----------- ------------ ------------
Total operating revenues................... 578,457 533,894 1,728,155 1,594,549
----------- ----------- ------------ ------------
Operating expenses:
Salaries and related costs................... 142,001 124,990 408,382 362,507
Aircraft rents................................ 83,692 69,655 244,651 200,757
Other rents and landing fees.................. 34,689 32,089 96,738 92,939
Aircraft fuel................................. 98,591 60,171 257,450 157,604
Agency commissions............................ 22,471 29,461 67,694 89,903
Aircraft maintenance materials and repairs.... 63,754 55,613 185,474 156,237
Depreciation and amortization................. 12,742 13,339 39,188 37,336
Amortization of excess reorganization value... 4,974 4,974 14,922 14,922
Other......................................... 116,463 104,754 353,446 320,548
----------- ----------- ------------ ------------
Total operating expenses................... 579,377 495,046 1,667,945 1,432,753
----------- ----------- ------------ ------------
Operating income (loss)........................... (920) 38,848 60,210 161,796
----------- ----------- ------------ ------------
Nonoperating income (expenses):
Interest income............................... 6,850 5,101 16,910 14,016
Interest expense, net......................... (5,621) (7,419) (17,003) (23,243)
Gains on sale of investments.................. -- -- 15,515 --
Other, net.................................... 8,868 (384) 9,829 2,263
----------- ----------- ------------ ------------
Total nonoperating income (expenses), net.. 10,097 (2,702) 25,251 (6,964)
----------- ----------- ------------ ------------
Income before income taxes........................ $ 9,177 $ 36,146 $ 85,461 $ 154,832
=========== =========== ============ ============
</TABLE>
12
<PAGE> 13
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
The table below sets forth selected operating data for AWA.
<TABLE>
<CAPTION>
THREE MONTHS ENDED PERCENT NINE MONTHS ENDED PERCENT
SEPTEMBER 30, CHANGE SEPTEMBER 30, CHANGE
2000 1999 2000-1999 2000 1999 2000-1999
---- ---- --------- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
Aircraft (end of period)....................... 133 121 9.9 133 121 9.9
Average daily aircraft utilization (hours)..... 10.8 11.6 (6.9) 11.0 11.8 (6.8)
Available seat miles (in millions)............. 6,881 6,540 5.2 20,194 19,329 4.5
Block hours.................................... 130,047 124,878 4.1 384,495 367,204 4.7
Average stage length (miles)................... 884 865 2.2 875 860 1.7
Average passenger journey (miles).............. 1,232 1,339 (8.0) 1,299 1,299 -
Revenue passenger miles (in millions).......... 5,026 4,663 7.8 14,381 13,170 9.2
Load factor (percent).......................... 73.0 71.3 1.7 pts 71.2 68.1 3.1 pts
Passenger enplanements (in thousands).......... 5,178 4,895 5.8 14,996 13,882 8.0
Yield per revenue passenger mile (cents)....... 10.93 10.83 0.9 11.40 11.45 (0.4)
Revenue per available seat mile:
Passenger (cents)........................... 7.98 7.72 3.4 8.12 7.80 4.1
Total (cents)............................... 8.41 8.16 3.1 8.56 8.25 3.8
Fuel consumption (gallons in millions)......... 108.4 105.6 2.7 316.4 309.0 2.4
Average fuel price (cents per gallon).......... 91.0 57.0 59.7 81.4 51.0 59.6
Average number of full-time equivalent
employees................................... 12,461 11,475 8.6 12,117 11,208 8.1
</TABLE>
The table below sets forth the major components of operating cost per
available seat mile ("CASM") for AWA.
<TABLE>
<CAPTION>
THREE MONTHS ENDED PERCENT NINE MONTHS ENDED PERCENT
SEPTEMBER 30, CHANGE SEPTEMBER 30, CHANGE
2000 1999 2000-1999 2000 1999 2000-1999
---- ---- --------- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
(in cents)
Salaries and related costs..................... 2.06 1.91 8.0 2.02 1.88 7.8
Aircraft rents................................. 1.22 1.07 14.2 1.21 1.04 16.6
Other rents and landing fees................... .50 .49 2.8 .48 .48 (0.4)
Aircraft fuel.................................. 1.43 .92 55.7 1.28 .81 56.4
Agency commissions............................. .33 .45 (27.5) .34 .46 (27.9)
Aircraft maintenance materials and repairs..... .93 .85 9.0 .92 .81 13.6
Depreciation and amortization.................. .19 .20 (9.2) .19 .19 0.5
Amortization of excess reorganization value.... .07 .08 (5.0) .07 .08 (4.3)
Other.......................................... 1.69 1.60 5.7 1.75 1.66 5.5
---- ---- ---- ----
8.42 7.57 11.2 8.26 7.41 11.4
==== ==== ==== ====
</TABLE>
13
<PAGE> 14
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
Three Months Ended September 30, 2000 and 1999
For the three months ended September 30, 2000, AWA realized an
operating loss of $0.9 million compared to $38.8 million of operating income in
last year's third quarter. Income before income taxes for the three month period
in 2000 was $9.2 million compared to $36.1 million in 1999.
Total operating revenues for the 2000 third quarter were a record
$578.5 million. Passenger revenues were a record $549.3 million for the three
months ended September 30, 2000, an increase of $44.5 million or 8.8% from the
1999 quarter. A 7.8% increase in revenue passenger miles ("RPM") more than
offset a 5.2% increase in capacity as measured by available seat miles ("ASM"),
resulting in a 1.7 point increase in load factor (the percentage of available
seats that are filled with revenue passengers). Passenger revenue per available
seat mile ("RASM") for the quarter increased 3.4% to 7.98 cents despite a 2.2%
increase in average stage length. Revenue per passenger mile ("yield") increased
0.9% to 10.93 cents from 10.83 cents. Cargo revenues decreased 15.4% to $8.4
million due to lower freight and mail volumes. Other revenues increased 8.1% to
$20.8 million for the third quarter of 2000 due primarily to expansion and
increased profitability of AWA's code sharing agreement with Mesa Airlines.
CASM increased 11.2% to 8.42 cents in the third quarter of 2000 from
7.57 cents for the comparable 1999 period largely due to higher fuel prices and
the airline's operating reliability issues which led to a reduction in ASMs
without a corresponding reduction in total expenses. As a result, operating
expenses increased $84.3 million in the third quarter of 2000 or 17.0% as
compared to the 1999 third quarter, while ASMs increased only 5.2%. Significant
changes in the components of CASM are explained as follows:
- Salaries and related costs per ASM increased 8.0% primarily due to a
higher number of employees in the 2000 period to support anticipated
growth and an increase in salaries and related costs per employee. The
average number of full time equivalent employees ("FTE") increased 8.6%
in the quarter while ASMs increased only 5.2% due to the operating
reliability issues. Average salaries and related costs per FTE
increased 4.6%, primarily due to a new collective bargaining agreement
with the Company's fleet service workers, which was entered into in
June 2000.
- Aircraft rent expense per ASM increased 14.2% due to the net addition
of 12 leased aircraft to the fleet during the 2000 quarter as compared
to 1999 and the effect of a sale/leaseback transaction in August 1999
involving six previously owned aircraft.
- Other rents and landing fees expense per ASM increased 2.8% in the
third quarter of 2000 primarily due to higher airport rentals ($2.0
million) and landing fees ($0.8 million).
- Aircraft fuel expense per ASM increased 55.7% primarily due to a 55.7%
increase in the average price per gallon of fuel to 91.0 cents in the
2000 quarter from 57.0 cents in 1999.
- Agency commissions expense per ASM decreased 27.5% as an increase in
the percentage of non-commissionable revenue in the third quarter of
2000, primarily due to increased usage of the Company's website, and a
decrease in the base commission rate from 8% to 5%, effective October
18, 1999, more than offset the increase in commissions resulting from
higher passenger revenues in the 2000 third quarter.
- Aircraft maintenance materials and repairs expense per ASM increased
9.0% principally due to higher airframe maintenance costs ($4.6
million) and capitalized maintenance amortization expense related to
aircraft D-Checks and accessories ($1.9 million) in the third quarter
of 2000 when compared to the 1999 third quarter. These increases were
offset in part by lower engine capitalized maintenance amortization
expense ($0.5 million).
- Depreciation and amortization expense per ASM decreased 9.2% due
primarily to a decrease in airframe depreciation resulting from the
sale/leaseback of six aircraft in August 1999.
14
<PAGE> 15
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
- Amortization of excess reorganization value expense per ASM decreased
5.0% due to the 5.2% increase in ASMs.
- Other operating expenses per ASM increased 5.7% to 1.69 cents from 1.60
cents primarily due to a $4.5 million decrease in expense in the 1999
period resulting from a reduction in the estimated liability for travel
awards associated with AWA's frequent flyer program. Higher
professional, technical and legal fees ($2.2 million), interrupted trip
and baggage claim expenses ($1.1 million) and costs resulting from
growth contributed to the increase in other operating expenses in the
2000 third quarter. Growth-related costs include aircraft refueling
charges and fuel taxes ($1.9 million), catering expense ($1.8 million),
ground handling ($1.5 million), computer reservation system booking
fees ($1.1 million), traffic liability insurance ($1.0 million),
advertising ($1.0 million), furnished accommodations and per diem ($1.0
million), credit card discount fees ($1.0 million), telephone and other
communications charges ($0.7 million), guard services ($0.5 million)
and aircraft cleaning ($0.4 million). These increases were offset in
part by the recovery of $4.1 million from the settlement of a lawsuit
related to certain software applications that were previously written
off and a $3.1 million quarter-over-quarter decrease in Year 2000
remediation costs.
AWA had nonoperating pretax income of $10.1 million in the third
quarter of 2000 as compared to $2.7 million of nonoperating pretax expenses in
the 1999 third quarter. The period-over-period change was primarily due to an
$8.8 million unrealized gain in the 2000 period related to an investment in one
million shares of GetThere.com common stock, which are classified as trading
securities in the Company's consolidated balance sheet. (See Note 4, "Investment
in Equity Securities" in Notes to Condensed Consolidated Financial Statements.)
Net interest expense decreased $1.8 million in the third quarter of 2000
primarily due to lower average outstanding debt resulting from the
sale/leaseback of six aircraft in August 1999 and interest income increased $1.7
million primarily due to higher interest rates in the 2000 period.
Nine Months Ended September 30, 2000 and 1999
For the nine months ended September 30, 2000, AWA realized operating
income of $60.2 million, a 62.8% decrease from the previous $161.8 million
operating income in the nine months ended September 30, 1999. Income before
income taxes for the nine month period in 2000 was $85.5 million compared to
$154.8 million in 1999.
Total operating revenues for the nine months ended September 30, 2000
were a record $1.7 billion. Passenger revenues were a record $1.6 billion for
the nine months ended September 30, 2000, an increase of $132.2 million or 8.8%
from the 1999 period. RPMs increased 9.2% while capacity as measured by ASMs
increased 4.5%, resulting in a 3.1 point increase in load factor. RASM increased
4.1% to 8.12 cents for the nine months ended September 30, 2000 despite a 1.7%
increase in average stage length. Yield decreased 0.4% to 11.40 cents from 11.45
cents. Cargo revenues decreased 11.2% to $27.8 million due to lower freight and
mail volumes. Other revenues increased 8.8% to $60.5 million for the nine months
ended September 30, 2000 due primarily to expansion and increased profitability
of AWA's code sharing agreement with Mesa Airlines.
CASM increased 11.4% to 8.26 cents in the nine months ended September
30, 2000 from 7.41 cents for the comparable 1999 period largely due to higher
fuel prices and the airline's operating reliability issues which led to a
reduction in ASMs without a corresponding reduction in total expenses. As a
result, operating expenses increased $235.2 million for the nine months ended
September 30, 2000 or 16.4% as compared to the 1999 period, while ASMs increased
only 4.5%. Significant changes in the components of CASM are explained as
follows:
15
<PAGE> 16
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
- Salaries and related costs per ASM increased 7.8% primarily due to a
higher number of employees in the 2000 period to support anticipated
growth and an increase in salaries and related costs per employee. The
average number of FTEs increased 8.1% in the period while ASMs
increased only 4.5% due to the operating reliability issues. Average
salaries and related costs per FTE increased 4.2%, primarily due to a
new collective bargaining agreement with the Company's fleet service
workers, which was entered into in June 2000 and contractual wage
increases required by the Company's pilot and flight attendant
agreements.
- Aircraft rent expense per ASM increased 16.6% due primarily to the net
addition of 12 leased aircraft to the fleet during the 2000 period as
compared to 1999 and the effect of a sale/leaseback transaction in
August 1999 involving six previously owned aircraft.
- Aircraft fuel expense per ASM increased 56.4% due to a 59.6% increase
in the average price per gallon of fuel to 81.4 cents in the 2000
period from 51.0 cents in 1999.
- Agency commissions expense per ASM decreased 27.9% as an increase in
the percentage of non-commissionable revenue in the 2000 nine month
period, primarily due to increased usage of the Company's website, and
a decrease in the base commission rate from 8% to 5%, effective October
18, 1999, more than offset the increase in commissions resulting from
higher revenue for the nine months ended September 30, 2000.
- Aircraft maintenance materials and repairs expense per ASM increased
13.6% primarily due to higher airframe maintenance costs ($19.0
million) and capitalized maintenance amortization expense related to
aircraft D-Checks and accessories ($4.7 million) for the 2000 period
when compared to the comparable period in 1999.
- Amortization of excess reorganization value expense per ASM decreased
4.3% due to the 4.5% increase in ASMs.
- Other operating expenses per ASM increased 5.5% to 1.75 cents from 1.66
cents primarily due to higher interrupted trip and baggage claim
expenses driven by the airline's operational challenges ($12.6
million), professional, technical and legal fees ($5.7 million), and
higher costs resulting from growth. Growth-related costs include
catering expense ($5.8 million), computer reservation system booking
fees ($5.0 million), aircraft refueling charges and fuel taxes ($4.1
million), furnished accommodations and per diem ($3.6 million), ground
handling ($3.4 million), credit card discount fees ($3.3 million),
advertising ($2.9 million), guard services ($1.4 million), traffic
liability insurance ($1.3 million) and aircraft cleaning ($1.2
million). A $4.4 million decrease in expense in the 1999 period
resulting from a reduction in the estimated liability for travel awards
associated with AWA's frequent flyer program also contributed to the
increase in other operating expenses in the 2000 period. These
increases were offset in part by an $18.9 million period-over-period
decrease in Year 2000 remediation costs and the recovery of $4.1
million from the settlement of a lawsuit related to certain software
applications that were previously written off.
AWA had nonoperating pretax income of $25.3 million for the nine months
ended September 30, 2000 as compared to $7.0 million of nonoperating pretax
expenses in the 1999 period. The period-over-period change was primarily due to
a $15.5 million gain on sale of 500,000 warrants to purchase common stock of
Priceline.com, Inc. in the first quarter of 2000 and an $8.8 million unrealized
gain related to an investment in one million shares of GetThere.com common
stock, which are classified as trading securities in the Company's consolidated
balance sheet, in the third quarter of 2000. (See Note 4, "Investment in Equity
Securities" in Notes to Condensed Consolidated Financial Statements.) Net
interest expense decreased $6.2 million in the first nine months of 2000
primarily due to lower average outstanding debt resulting from the
sale/leaseback of six aircraft in August 1999 and interest income increased $2.9
million due to higher interest rates in the 2000 period. The 1999 nine month
period benefited from a $2.7 million gain on sale of the Company's investment in
30,000 shares of Priceline.com common stock in the second quarter of 1999.
16
<PAGE> 17
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
TLC
TLC's consolidated statements of income include the results of The
Vacation Store ("TVS"), acquired in November 1998, and the National Leisure
Group ("NLG"), acquired in May 1999, through April 30, 2000. On May 1, 2000 a
majority interest in TVS and NLG was sold to Softbank Capital Partners and
General Catalyst LLC. The following discussion provides an analysis of TLC's
results of operations for the third quarter and nine months ended September 30,
2000 and reasons for material changes compared to the third quarter and nine
months ended September 30, 1999.
THE LEISURE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues......................... $46,393 $61,168 $168,998 $172,780
Cost of goods sold......................... 34,252 42,223 125,688 125,171
------- ------- -------- --------
Net revenues............................... 12,141 18,945 43,310 47,609
------- ------- -------- --------
Total operating expenses................... 9,820 15,593 39,976 38,043
------- ------- -------- --------
Operating income........................... 2,321 3,352 3,334 9,566
------- ------- -------- --------
Nonoperating income (expenses), net....... 2,185 (177) 11,740 (14)
------- ------- -------- --------
Income before income taxes................. $ 4,506 $ 3,175 $ 15,074 $ 9,552
======= ======= ======== ========
Supplemental information
Gross revenues......................... $46,393 $79,237 $198,383 $190,851
======= ======= ======== ========
</TABLE>
Note: Net revenues represent the gross profit earned on the sale of travel
services by TLC. This amount is included in Holdings' consolidated
operating revenues. Gross revenues represent the total purchase price
of all travel services booked by TLC.
TLC's consolidated income before income taxes for the three months
ended September 30, 2000 was $4.5 million, which included the $2.0 million
non-operating pretax gain on the sale of America West Golf Vacations. (See Note
8, "Sale of America West Golf Vacations" in Notes to Condensed Consolidated
Financial Statements.) Excluding that gain, income before income taxes in the
2000 third quarter decreased by $0.7 million when compared to the third quarter
of 1999. Consolidated operating revenues decreased $14.8 million to $46.4
million due primarily to the sale of TVS and NLG in May 2000. TLC's wholesale
vacation package revenue decreased $1.6 million due primarily to a decrease in
revenue per passenger driven by increased competition in the Las Vegas vacation
package market. Consolidated cost of goods sold was $34.3 million in the third
quarter of 2000, a decrease of $8.0 million from the third quarter of 1999 due
to the sale of TVS and NLG. The cost of wholesale packages sold increased $3.5
million compared to 1999 due to an increase in passenger volume. Consolidated
net revenues decreased by $6.8 million. Total consolidated operating expenses
decreased $5.8 million in the 2000 quarter when compared to 1999, primarily due
to the sale of TVS and NLG.
17
<PAGE> 18
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
For the nine months ended September 30, 2000, consolidated income
before income taxes was $15.1 million, which included the $9.7 million
non-operating pretax gain on the sale of a majority interest in TVS and NLG and
the $2.0 million gain on the sale of America West Golf Vacations. Excluding
these gains, income before income taxes for the nine months ended September 30,
2000 decreased $6.2 million when compared to 1999. Consolidated operating
revenues were $169.0 million or $3.8 million lower than the 1999 period. TVS and
NLG revenues were $4.6 million higher than 1999 while wholesale vacation package
revenues were $8.4 million lower due to a decrease in revenue per passenger.
Consolidated cost of goods sold was relatively flat period-over-period.
Consolidated net revenues decreased $4.3 million in 2000. Total consolidated
operating expenses increased $1.9 million for the nine months ended September
30, 2000 primarily due to higher costs related to TVS and NLG.
LIQUIDITY AND CAPITAL RESOURCES
Holdings' unrestricted consolidated cash and cash equivalents and
short-term investments increased to $139.3 million at September 30, 2000 from
$127.8 million at December 31, 1999. Net cash provided by operating activities
decreased to $199.5 million for the nine months ended September 30, 2000 from
$222.9 million in 1999 due to lower net income in the 2000 period. Net cash used
in investing activities increased to $160.8 million for the 2000 period from
$27.9 million for the 1999 period primarily due to the sale of six aircraft for
$114.1 million in the 1999 period as part of a sale/leaseback transaction. The
2000 period included purchases of short-term investments totaling $26.2 million
as compared to sales of $21.8 million of short-term investments in 1999. This
increase was offset in part by the sale of TVS and NLG which generated net
proceeds of $44.5 million. Net cash used in financing activities was $53.4
million for the nine months ended September 30, 2000 compared to $62.5 million
in the 1999 period. The 2000 period included $32.0 million of borrowing to fund
the acquisition of a new A320 aircraft. This borrowing was subsequently repaid
in full as a result of a sale/leaseback transaction. The 2000 period also
included long-term debt repayments of $9.6 million and purchases of common stock
under the Stock Repurchase Program totaling $49.3 million. The 1999 period
included two borrowings under AWA's revolving credit facility totaling $162.1
million, of which $94.3 million was repaid in April 1999 with the remaining
$67.8 million repaid in October 1999. The 1999 period also included proceeds of
$32.7 million from the exercise of 2.6 million AWA warrants to purchase
Holdings' Class B Common Stock, purchases of common stock and AWA warrants
totaling $88.5 million and long-term debt repayments of $9.3 million.
Operating with a working capital deficiency is common in the airline
industry as tickets sold for transportation which have not yet been provided are
classified as a current liability while the related income-producing assets, the
aircraft, are classified as non-current. The Company's working capital
deficiency at September 30, 2000 was $150.8 million.
Long-term debt maturities through 2002 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft. Such
maturities are $35.6 million, $9.8 million and $9.7 million, respectively, for
the remainder of 2000, 2001 and 2002. Management expects to fund the remaining
long-term debt maturities with cash from operations or by refinancing the
underlying obligations, subject to availability and market conditions.
At September 30, 2000, AWA had firm commitments to AVSA to purchase a
total of 40 Airbus aircraft, with five remaining to be delivered in 2000. The
remaining 35 aircraft will be delivered in 2001 through 2004. AWA also has 21
options and 25 purchase rights to purchase aircraft in the "A320 family" of
aircraft (A318s, A319s, A320s and A321s) for delivery in 2004 through 2008. In
October 2000 AWA exercised its option rights with respect to four A319 aircraft
to be delivered in 2001 through 2003 as part of its 1999 aircraft
purchase agreement with AVSA. The aggregate net cost of firm commitments
remaining under the aircraft order, including the four A319 aircraft ordered in
October 2000, is approximately $1.6 billion.
18
<PAGE> 19
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
In July 2000 America West Airlines 2000-1 Pass Through Trusts issued
$253.3 million of Pass Through Trust Certificates in connection with the
financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be
purchased from AVSA. The combined effective interest rate on the financing is
8.49%. One A319 and one A320 aircraft that are the subject of this financing
were delivered in the third quarter of 2000 and one A319 aircraft was delivered
in October 2000. The remaining seven aircraft will be delivered between November
2000 and March 2001.
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. A major third
party finance company has agreed to provide equity for leveraged lease
transactions on six of the ten aircraft. The Pass Through Trust Certificates are
not direct obligations of, nor guaranteed by, Holdings or AWA.
AWA intends to seek additional financing (which may include public debt
financing or private financing) in the future when and as appropriate to support
these aircraft orders. There can be no assurance that sufficient funding will be
obtained for all aircraft. A default by AWA under the AVSA purchase commitment
could have a material adverse effect on AWA.
AWA has in place a $125 million senior secured revolving credit
facility with a group of financial institutions that will expire in December
2002. The credit agreement is secured by certain assets of AWA. As of September
30, 2000, $111.8 million was available for borrowing based on the value of the
assets pledged. There were no outstanding borrowings as of September 30, 2000.
In July 2000 Holdings completed the sale of America West Golf
Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based,
real-time, golf tee time reservations systems. TLC received 900,000 common
shares, with a fair market value of $2.1 million, and up to one million share
purchase warrants of Book4golf.com. The number of warrants is based, in part,
upon certain performance driven criteria in the future. The Company recorded a
non-operating pretax gain on sale of $2.0 million in the third quarter of 2000.
Book4golf.com and TLC have formed a post-acquisition strategic alliance to
create and market golf vacation packages that can be designed and purchased
on-line, including tee times, green fees, golf lessons, air travel, car rental
and hotel accommodations.
In October 2000 AWA sold one million shares of GetThere.com common
stock for approximately $17.8 million.
Capital expenditures for the nine months ended September 30, 2000 and
1999 were approximately $209.0 million and $229.5 million, respectively.
Included in these amounts are capital expenditures for capitalized maintenance
of approximately $93.1 million for the nine months ended September 30, 2000 and
$83.3 million for the nine months ended September 30, 1999.
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, 2000.
OTHER INFORMATION
LABOR RELATIONS
The Company is in the process of negotiating with the Air Line Pilots
Association ("ALPA") on a new contract for AWA's pilots. The existing contract
with ALPA became amendable in May 2000. In addition, the Company is in
negotiations with the International Brotherhood of Teamsters ("IBT") on a first
contract covering the Company's stock clerks, a work group of approximately 50
employees. The Company cannot predict the form of these future collective
bargaining agreements and therefore the effect, if any, on AWA's operations
or financial performance.
19
<PAGE> 20
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
ADDITIONAL INFORMATION
The air travel business historically fluctuates in response to general
economic conditions. The airline industry is sensitive to changes in economic
conditions that affect business and leisure travel and is highly susceptible to
events that result in declines in air travel, such as political instability,
regional hostilities, recession, fuel price escalation, inflation, adverse
weather conditions, consumer preferences, labor instability or regulatory
oversight. The Company's results of operations for interim periods are not
necessarily indicative of those for an entire year, because the travel business
is subject to seasonal fluctuations. Due to the greater demand for air and
leisure travel during the summer months, revenues in the airline and leisure
travel industries in the second and third quarters of the year tend to be
greater than revenues in the first and fourth quarters of the year.
This discussion contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. When used in this
document, the words "anticipate", "estimate", "project", "expect" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated, projected or expected. In addition to the factors identified above,
among the key factors that may have a direct bearing on the Company's results
are competitive practices in the airline and travel industries generally and
particularly in the Company's principal markets, the ability of the Company to
meet existing financial obligations in the event of adverse industry or economic
conditions or to obtain additional capital to fund future commitments and
expansion, the Company's relationship with employees and the terms of future
collective bargaining agreements and the impact of current and future laws and
governmental regulations affecting the airline and travel industries and the
Company's operations. For additional discussion of such risks see "Business -
Risk Factors," included in Item 1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1999 which is on file with the Securities and
Exchange Commission. Any forward-looking statements speak only as of the date
such statements are made.
20
<PAGE> 21
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK SENSITIVE INSTRUMENTS
(a) Commodity Price Risk
As of September 30, 2000 the Company had entered into price basis swap
transactions which fix the spread between West Coast jet fuel prices and heating
oil futures. Further, the Company had entered into a costless collar transaction
which established an upper and lower limit on heating oil futures prices. These
transactions are in place with respect to approximately 20% of projected fuel
volumes for the fourth quarter.
The use of such transactions in the Company's fuel hedging program
could result in the Company not fully benefiting from certain declines in
heating oil futures prices or certain declines in the spread between West Coast
jet fuel prices and heating oil futures. At September 30, 2000 the Company
estimates that a 10% change in the price of West Coast jet fuel relative to
heating oil futures would have changed the fair value of existing basis swap
contracts by approximately $0.1 million. In addition, a 10% increase in heating
oil futures prices would have changed the fair value of the costless collar by
approximately $1.5 million while a 10% decrease in heating oil futures prices
would have changed the fair value by approximately $2.6 million.
As of October 31, 2000 approximately 27% of AWA's remaining 2000 fuel
requirements are hedged.
(b) Interest Rate Risk
The Company's exposure to interest rate risk relates primarily to its
variable rate long-term debt obligations. At September 30, 2000 the Company's
variable-rate long-term debt obligations of approximately $16.2 million
represented approximately 11.1% of its total long-term debt. If interest rates
increased 10% in 2000, the impact on the Company's results of operations would
not be material.
21
<PAGE> 22
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDER
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
<S> <C>
*10.38(1) Amendment No. 4, dated July 1, 2000, to the A319/320 Purchase Agreement
dated as of September 12, 1997 between AVSA S.A.R.L. and AWA.
*10.39(1) Amendment No. 5, dated October 12, 2000, to the A319/320 Purchase
Agreement dated as of September 12, 1997 between AVSA S.A.R.L. and AWA.
*27.1 Financial Data Schedule.
-----
* Filed herewith.
</TABLE>
(1) The Company has sought confidential treatment for portions of
the referenced exhibit.
b. Reports on Form 8-K
None
22
<PAGE> 23
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA WEST HOLDINGS CORPORATION
By /s/ W. Douglas Parker
--------------------------
W. Douglas Parker
Executive Vice President
DATED: November 14, 2000
23
<PAGE> 24
AMERICA WEST HOLDINGS CORPORATION
SEPTEMBER 30, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
<S> <C>
*10.38 (1) Amendment No. 4, dated July 1, 2000, to the A319/320 Purchase Agreement
dated as of September 12, 1997 between AVSA S.A.R.L. and AWA.
*10.39 (1) Amendment No. 5, dated October 12, 2000, to the A319/320 Purchase Agreement
dated as of September 12, 1997 between AVSA S.A.R.L. and AWA.
*27.1 Financial Data Schedule.
-----
* Filed herewith.
</TABLE>
(1) The Company has sought confidential treatment for portions of
the referenced exhibit.
24
