<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 JUNE 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)
DELAWARE 86-0847214
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
111 WEST RIO SALADO PARKWAY, TEMPE, ARIZONA 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (480) 693-0800
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES XX NO
THE COMPANY HAS 1,100,000 SHARES OF CLASS A COMMON STOCK AND 33,407,167 SHARES
OF CLASS B COMMON STOCK OUTSTANDING AS OF JULY 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>
JUNE 30, DECEMBER 31,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents ............................ $ 202,162 $ 112,174
Short-term investments ............................... 24,217 15,617
Accounts receivable, net ............................. 174,273 118,076
Expendable spare parts and supplies, net ............. 48,895 49,327
Prepaid expenses ..................................... 55,694 42,809
---------- ----------
Total current assets ............................. 505,241 338,003
---------- ----------
Property and equipment:
Flight equipment ..................................... 887,221 801,541
Other property and equipment ......................... 206,629 208,961
Equipment purchase deposits .......................... 86,599 79,399
---------- ----------
1,180,449 1,089,901
Less accumulated depreciation and amortization ....... 419,314 382,187
---------- ----------
Net property and equipment ...................... 761,135 707,714
---------- ----------
Other assets:
Restricted cash ...................................... 34,192 35,579
Reorganization value in excess of amounts allocable to
identifiable assets, net ......................... 304,527 315,275
Other assets, net .................................... 61,350 110,583
---------- ----------
Total other assets ............................... 400,069 461,437
---------- ----------
$1,666,445 $1,507,154
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(Continued on next page)
2
<PAGE> 3
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt ............................ $ 83,970 $ 45,171
Accounts payable ................................................ 146,502 149,816
Air traffic liability ........................................... 265,162 192,799
Accrued compensation and vacation benefits ...................... 32,026 49,865
Accrued taxes ................................................... 56,751 23,158
Other accrued liabilities ....................................... 57,582 38,030
----------- -----------
Total current liabilities ................................... 641,993 498,839
----------- -----------
Long-term debt, less current maturities ............................. 150,240 155,168
Deferred credits and other liabilities .............................. 99,595 106,989
Deferred tax liability, net ......................................... 30,784 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
June 30, 2000 and December 31, 1999 ......................... 11 11
Class B common stock, $.01 par value. Authorized
100,000,000 shares; issued 48,981,328 shares at June 30, 2000
and 48,561,916 shares at December 31, 1999 .................. 490 486
Additional paid-in capital ...................................... 604,474 599,078
Retained earnings ............................................... 421,187 373,067
----------- -----------
1,026,162 972,642
Less: Cost of Class B Common Stock in treasury, 14,785,495
shares in 2000 and 13,384,795 shares in 1999 ................ (282,329) (258,473)
----------- -----------
Total stockholders' equity .................................. 743,833 714,169
----------- -----------
$ 1,666,445 $ 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues:
Passenger .................................... $ 575,466 $ 524,246 $ 1,090,533 $ 1,002,868
Cargo ........................................ 9,492 10,670 19,427 21,398
TLC net revenues ............................. 13,177 15,393 31,169 28,664
Other ........................................ 19,792 19,171 39,690 36,176
----------- ----------- ----------- -----------
Total operating revenues ................. 617,927 569,480 1,180,819 1,089,106
----------- ----------- ----------- -----------
Operating expenses:
Salaries and related costs ................... 136,409 120,434 267,782 238,495
Aircraft rents ............................... 81,788 65,577 160,959 131,102
Other rents and landing fees ................. 31,869 31,589 62,049 60,850
Aircraft fuel ................................ 83,167 53,070 158,859 97,433
Agency commissions ........................... 22,753 30,750 45,223 60,442
Aircraft maintenance materials and repairs ... 58,638 51,938 121,720 100,624
Depreciation and amortization ................ 13,446 12,322 26,446 23,997
Amortization of excess reorganization value .. 4,974 4,974 9,948 9,948
TLC expenses ................................. 12,511 11,990 30,156 22,450
Other ........................................ 124,065 111,245 238,340 217,459
----------- ----------- ----------- -----------
Total operating expenses ................. 569,620 493,889 1,121,482 962,800
----------- ----------- ----------- -----------
Operating income ................................. 48,307 75,591 59,337 126,306
----------- ----------- ----------- -----------
Nonoperating income (expenses):
Interest income .............................. 3,860 2,658 6,202 5,560
Interest expense, net ........................ (3,715) (5,995) (7,708) (12,257)
Gains on sale of investments ................. 9,779 -- 25,294 --
Other, net ................................... (745) 3,064 392 2,446
----------- ----------- ----------- -----------
Total nonoperating income (expenses), net 9,179 (273) 24,180 (4,251)
----------- ----------- ----------- -----------
Income before income taxes ....................... 57,486 75,318 83,517 122,055
----------- ----------- ----------- -----------
Income taxes ..................................... 23,995 33,064 35,397 53,862
----------- ----------- ----------- -----------
Net income ....................................... $ 33,491 $ 42,254 $ 48,120 $ 68,193
=========== =========== =========== ===========
Earnings per share:
Basic ........................................ $ 0.93 $ 1.12 $ 1.33 $ 1.78
=========== =========== =========== ===========
Diluted ...................................... $ 0.91 $ 1.06 $ 1.30 $ 1.68
=========== =========== =========== ===========
Shares used for computation:
Basic ........................................ 36,161 37,824 36,235 38,407
=========== =========== =========== ===========
Diluted ...................................... 36,749 39,985 37,069 40,547
=========== =========== =========== ===========
</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>
SIX MONTHS ENDED
JUNE 30,
2000 1999
--------- ---------
<S> <C> <C>
Net cash provided by operating activities ................. $ 185,618 $ 203,262
Cash flows from investing activities:
Purchases of property and equipment ................... (140,366) (101,338)
Sales (purchases) of short-term investments ........... (8,600) 27,485
Net proceeds from sale of subsidiaries ................ 45,060 --
Equipment purchase deposits and other ................. 505 8,699
--------- ---------
Net cash used in investing activities ............. (103,401) (65,154)
--------- ---------
Cash flows from financing activities:
Repayment of debt ..................................... (5,153) (109,606)
Proceeds from issuance of debt ........................ 32,000 94,274
Repurchase of common stock and AWA warrants ........... (24,392) (45,901)
Other ................................................. 5,316 1,357
--------- ---------
Net cash provided by (used in) financing
activities ...................................... 7,771 (59,876)
--------- ---------
Net increase in cash and cash equivalents ................. 89,988 78,232
--------- ---------
Cash and cash equivalents at beginning of period .......... 112,174 108,360
--------- ---------
Cash and cash equivalents at end of period ................ $ 202,162 $ 186,592
========= =========
Cash, cash equivalents and short-term investments at end of
period ................................................ $ 226,379 $ 186,592
========= =========
Cash paid for:
Interest, net of amounts capitalized .................. $ 6,102 $ 11,269
========= =========
Income taxes .......................................... $ 5,559 $ 22,692
========= =========
Non-cash financing activities:
Notes payable issued for equipment purchase deposits .. $ 17,500 $ 10,500
========= =========
Notes payable canceled under the aircraft purchase
agreement ......................................... $ 10,500 $ 7,000
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 SIX MONTHS ENDED
JUNE 30, JUNE 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 .............. $ 33,491 $ 42,254 $ 48,120 $ 68,193
----------- ----------- ----------- -----------
Weighted average common shares outstanding ..... 36,161,333 37,823,972 36,234,785 38,406,886
=========== =========== =========== ===========
Basic earnings per share ....................... $ 0.93 $ 1.12 $ 1.33 $ 1.78
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE
Income applicable to common stock .............. $ 33,491 $ 42,254 $ 48,120 $ 68,193
----------- ----------- ----------- -----------
Share computation:
Weighted average common shares outstanding ... 36,161,333 37,823,972 36,234,785 38,406,886
Assumed exercise of stock options and warrants 587,606 2,160,660 833,792 2,140,411
----------- ----------- ----------- -----------
Weighted average common shares
outstanding as adjusted ................ 36,748,939 39,984,632 37,068,577 40,547,297
----------- ----------- ----------- -----------
Diluted earnings per share ..................... $ 0.91 $ 1.06 $ 1.30 $ 1.68
----------- ----------- ----------- -----------
</TABLE>
6
<PAGE> 7
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
For the three and six months ended June 30, 2000, options for 3,197,534
and 3,177,991 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 six months ended June 30, 1999, options for 1,796,616 and 1,702,500
shares, respectively, are not included in the computation of diluted EPS.
3. STOCK REPURCHASE PROGRAM
In the second quarter of 2000 the Company repurchased 1,425,700 shares
of Class B Common Stock on the open market for approximately $24.4 million. As
of June 30, 2000 the Company was authorized to purchase approximately 1.6
million shares of issued and outstanding Class B Common Stock under the
Company's stock repurchase program.
In July 2000 the Company repurchased 813,500 shares of Class B Common
Stock for approximately $13.9 million.
4. FLIGHT EQUIPMENT
In June 2000 AWA borrowed $32.0 million from a foreign bank to fund the
acquisition of one new A320 aircraft. In July 2000 AWA entered into a
sale/leaseback transaction whereby the Company sold this aircraft for
approximately the acquisition cost. The aircraft is being leased back from the
purchaser for approximately 22 years and is being accounted for as an operating
lease.
In addition, AWA entered into aircraft lease arrangements during the
second quarter of 2000 for one new A319 aircraft and one new A320 aircraft, each
with a lease term of 12 years.
5. SALE OF TLC'S RETAIL VACATION BUSINESS
In May 2000 Holdings announced the completion of the sale of a majority
interest in TLC's retail operations, National Leisure Group and The Vacation
Store, to Softbank Capital Partners and General Catalyst LLC. TLC received $52
million in cash and will retain a 12% passive ownership interest in the
restructured venture. The Company recorded a $10.0 million pretax gain on this
sale transaction.
6. LABOR CONTRACT
On June 2, 2000, AWA and the Transportation Workers Union ("TWU")
entered into a five-year collective bargaining agreement covering the airline's
2,200 fleet service employees. The five-year agreement resolves issues regarding
pay rates, benefits and working conditions and is the fleet service employees'
first contract with AWA.
7. SEGMENT DISCLOSURES
Segment reporting financial data as of and for the three and six months
ended June 30, 2000 and 1999, respectively, follows (in thousands of dollars):
7
<PAGE> 8
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 2000
--------------------------------
OTHER/
AWA TLC ELIMINATIONS (a) TOTAL
---------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Operating revenue .................. $ 604,810 $ 13,177 $ (60) $ 617,927
Depreciation and amortization ...... 13,446 696(b) -- 14,142
Amortization of reorganization value 4,974 400(b) -- 5,374
Operating income ................... 49,277 666 (1,636) 48,307
Capital expenditures ............... 91,273 921 -- 92,194
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1999
--------------------------------
OTHER/
AWA TLC ELIMINATIONS (a) TOTAL
---------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Operating revenue ..................... $ 554,193 $ 15,393 $ (106) $ 569,480
Depreciation and amortization ......... 12,322 567(b) -- 12,889
Amortization of reorganization value .. 4,974 400(b) -- 5,374
Operating income ...................... 74,059 3,403 (1,871) 75,591
Capital expenditures .................. 54,902 3,145 -- 58,047
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000
------------------------------
OTHER/
AWA TLC ELIMINATIONS (a) TOTAL
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating revenue .................. $1,149,698 $ 31,169 $ (48) $1,180,819
Depreciation and amortization ...... 26,446 1,807(b) -- 28,253
Amortization of reorganization value 9,948 800(b) -- 10,748
Operating income ................... 61,130 1,013 (2,806) 59,337
Capital expenditures ............... 138,351 2,015 -- 140,366
Segment assets (end of period) ..... 1,827,682 103,325 (264,562) 1,666,445
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
------------------------------
OTHER/
AWA TLC ELIMINATIONS (a) TOTAL
---------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Operating revenue .................. $1,060,655 $ 28,664 $ (213) $1,089,106
Depreciation and amortization ...... 23,997 997(b) -- 24,994
Amortization of reorganization value 9,948 800(b) -- 10,748
Operating income ................... 122,948 6,214 (2,856) 126,306
Capital expenditures ............... 98,061 3,277 -- 101,338
Segment assets (end of period) ..... 1,728,773 96,204 (189,129) 1,635,848
</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.
8
<PAGE> 9
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
8. SUBSEQUENT EVENTS
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%. The aircraft that
are the subject of this financing will be delivered between August 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.
Flight Equipment
In July 2000 AWA announced firm orders for four A319 aircraft to be
delivered in 2001. These A319 aircraft replace four A318 aircraft which AWA had
the option to purchase as part of its 1999 aircraft purchase agreement with AVSA
S.A.R.L., an affiliate of Airbus Industrie ("AVSA").
Creation of Airline Industry Exchange
In July 2000 AWA announced the creation of an airline industry
business-to-business e-commerce exchange with ten of the world's major airlines.
The exchange, scheduled to be officially launched in September 2000 as
Aeroxchange, plans to offer a comprehensive selection of aircraft technical
parts and services as well as general business supplies to airlines over the
Internet. The ten founding airlines, each with one representative on
Aeroxchange's Board of Directors, are Air Canada, All Nippon Airways, America
West Airlines, Cathay Pacific Airways, FedEx Express, Japan Airlines, Lufthansa
German Airlines, Northwest Airlines, Scandinavian Airlines System and Singapore
Airlines. Other confirmed participating airlines with equity participation
include Air New Zealand, Austrian Airlines and KLM Royal Dutch Airlines. The
exchange plans to handle a significant portion of the 13 airlines' purchases of
goods and services, excluding aircraft and fuel.
Sale of America West Golf Vacations
In July 2000 Holdings announced the completion of 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. 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. The consideration for the America West Golf Vacations
acquisition was common shares and share purchase warrants of Book4golf.com. The
number of warrants is based, in part, upon certain performance driven criteria
in the future. The Company will record a pretax gain on sale of approximately
$2.0 million in the third quarter of 2000.
9
<PAGE> 10
AMERICA WEST HOLDINGS CORPORATION
JUNE 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
Holdings' operations consist of two distinct lines of business for
financial reporting purposes. Management believes that a discussion of each of
these business lines is appropriate to obtain an understanding of the Company's
results of operations.
SUMMARY
Holdings earned consolidated net income of $33.5 million in the second
quarter of 2000, a 20.7% decrease from the second quarter 1999's record
consolidated net income of $42.3 million. The decline in earnings was due
primarily to a 51.5% increase in quarter-over-quarter fuel price and operating
difficulties experienced by AWA during the quarter. The second quarter 2000
results include a pretax gain of $10.0 million ($6.2 million after tax) from
TLC's sale of a majority interest in National Leisure Group and The Vacation
Store (see Note 5, "Sale of TLC's Retail Vacation Business" in Notes To
Condensed Consolidated Financial Statements). Diluted earnings per share for the
second quarter of 2000 were $0.91 compared to $1.06 in last year's second
quarter. Consolidated income tax expense for financial reporting purposes was
$24.0 million for the 2000 second quarter compared to $33.1 million in the
second quarter of 1999.
Holdings had consolidated net income of $48.1 million for the six
months ended June 30, 2000 compared to $68.2 million in the 1999 period. Results
for the six month period in 2000 include a 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 and the gain on sale of a majority
interest in TLC's retail operations discussed above. For the six months ended
June 30, 2000, diluted earnings per share were $1.30 compared to $1.68 for the
1999 period. Consolidated income tax expense for financial reporting purposes
was $35.4 million and $53.9 million for the six months ended June 30, 2000 and
1999, respectively.
10
<PAGE> 11
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
AWA
America West's second quarter 2000 financial results continued to be
negatively impacted by operational challenges. For the three months ended June
30, 2000, AWA's on-time performance, as measured by the United States Department
of Transportation ("DOT"), was 66.6% and ranked ninth among the ten major
passenger airlines. The airline's completion factor, the percentage of scheduled
flights completed, was 96.1% in the second quarter of 2000 as compared to 98.8%
in the second quarter of 1999. These operating challenges had a significant
negative effect on airline revenues and expenses during the quarter.
In July 2000 AWA announced a series of actions designed to improve
operational reliability and restore customer confidence by reducing the number
of flight cancellations and improving on-time performance. The specific
initiatives announced include:
- A 3.5% reduction in the number of scheduled aircraft to provide
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.
- A restructured approach to AWA's existing line-maintenance
operations including increasing staffing, parts provisioning,
automation and support.
- An increase in AWA's capacity to perform preventative and
reliability-related maintenance by adding two additional aircraft
maintenance lines.
- The use of automation to optimize the provisioning of spare parts
and components to ensure more efficient and effective deployment
of AWA's spare part inventory throughout the system.
- An increase in ramp personnel at AWA's Phoenix and Las Vegas hubs
to reduce ground delays and improve baggage handling.
- Implementation of a program designed to increase the efficiency of
AWA's Phoenix hub operation.
The Company expects these initiatives to have a positive effect on
AWA's reliability and service.
The following discussion provides an analysis of AWA's results of
operations for the second quarter and six months ended June 30, 2000 and
material changes compared to the second quarter and six months ended June 30,
1999.
11
<PAGE> 12
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
AMERICA WEST AIRLINES, INC.
STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues:
Passenger ................................. $ 575,466 $ 524,246 $ 1,090,533 $ 1,002,868
Cargo ..................................... 9,492 10,670 19,427 21,398
Other ..................................... 19,852 19,277 39,738 36,389
----------- ----------- ----------- -----------
Total operating revenues ............... 604,810 554,193 1,149,698 1,060,655
----------- ----------- ----------- -----------
Operating expenses:
Salaries and related costs ................ 135,701 119,962 266,381 237,517
Aircraft rents ............................ 81,788 65,577 160,959 131,102
Other rents and landing fees .............. 31,869 31,589 62,049 60,850
Aircraft fuel ............................. 83,167 53,070 158,859 97,433
Agency commissions ........................ 22,753 30,750 45,223 60,442
Aircraft maintenance materials and repairs 58,638 51,938 121,720 100,624
Depreciation and amortization ............. 13,446 12,322 26,446 23,997
Amortization of excess reorganization value 4,974 4,974 9,948 9,948
Other ..................................... 123,197 109,952 236,983 215,794
----------- ----------- ----------- -----------
Total operating expenses ............... 555,533 480,134 1,088,568 937,707
----------- ----------- ----------- -----------
Operating income .............................. 49,277 74,059 61,130 122,948
----------- ----------- ----------- -----------
Nonoperating income (expenses):
Interest income ........................... 5,719 4,402 10,060 8,915
Interest expense, net ..................... (5,580) (7,804) (11,382) (15,824)
Gain on sale of investment ................ -- -- 15,515 --
Other, net ................................ (461) 3,238 961 2,647
----------- ----------- ----------- -----------
Total nonoperating income
(expenses), net ...................... (322) (164) 15,154 (4,262)
----------- ----------- ----------- -----------
Income before income taxes .................... $ 48,955 $ 73,895 $ 76,284 $ 118,686
=========== =========== =========== ===========
</TABLE>
12
<PAGE> 13
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
The table below sets forth selected operating data for AWA.
<TABLE>
<CAPTION>
THREE MONTHS ENDED PERCENT SIX MONTHS ENDED PERCENT
JUNE 30, CHANGE JUNE 30, CHANGE
2000 1999 2000-1999 2000 1999 2000-1999
------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Aircraft (end of period) ................... 128 113 13.3 128 113 13.3
Average daily aircraft utilization (hours) . 11.1 11.9 (6.7) 11.1 11.9 (6.7)
Available seat miles (in millions) ......... 6,824 6,491 5.1 13,313 12,789 4.1
Block hours ................................ 129,484 122,693 5.5 254,448 242,326 5.0
Average stage length (miles) ............... 875 858 2.0 870 857 1.5
Average passenger journey (miles) .......... 1,371 1,274 7.6 1,338 1,278 4.7
Revenue passenger miles (in millions) ...... 5,029 4,477 12.3 9,355 8,507 10.0
Load factor (percent) ...................... 73.7 69.0 4.7 pts 70.3 66.5 3.8 pts
Passenger enplanements (in thousands) ...... 5,206 4,724 10.2 9,818 8,987 9.2
Yield per revenue passenger mile (cents) ... 11.44 11.71 (2.3) 11.66 11.79 (1.1)
Revenue per available seat mile:
Passenger (cents) ....................... 8.43 8.08 4.3 8.19 7.84 4.5
Total (cents) ........................... 8.86 8.54 3.7 8.64 8.29 4.2
Fuel consumption (gallons in millions) ..... 107.3 103.9 3.3 208.0 203.4 2.3
Average fuel price (cents per gallon) ...... 77.4 51.1 51.5 76.4 47.9 59.5
Average number of full-time equivalent
employees ............................... 11,575 11,051 4.7 11,942 11,072 7.9
</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 SIX MONTHS ENDED PERCENT
JUNE 30, CHANGE JUNE 30, CHANGE
2000 1999 2000-1999 2000 1999 2000-1999
------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
(in cents)
Salaries and related costs ............... 1.99 1.85 7.6 2.00 1.86 7.5
Aircraft rents ........................... 1.20 1.01 18.8 1.21 1.02 18.6
Other rents and landing fees ............. .47 .49 (4.1) .47 .47 --
Aircraft fuel ............................ 1.22 .82 48.8 1.19 .76 56.6
Agency commissions ....................... .33 .47 (29.8) .34 .47 (27.7)
Aircraft maintenance materials and repairs .86 .80 7.5 .92 .79 16.5
Depreciation and amortization ............ .20 .19 5.3 .20 .19 5.3
Amortization of excess
reorganization value ................. .07 .08 (12.5) .07 .08 (12.5)
Other .................................... 1.80 1.69 6.5 1.78 1.69 5.3
------- ------- ------- -------
8.14 7.40 10.0 8.18 7.33 11.6
======= ======= ======= =======
</TABLE>
13
<PAGE> 14
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
Three Months Ended June 30, 2000 and 1999
For the three months ended June 30, 2000, AWA realized operating income
of $49.3 million, which was a 33.5% decrease from the $74.1 million operating
income in last year's second quarter. Income before income taxes for the three
month period in 2000 was $49.0 million compared to $73.9 million in 1999.
Total operating revenues for the 2000 second quarter were a record
$604.8 million. Passenger revenues were a record $575.5 million for the three
months ended June 30, 2000, an increase of $51.2 million or 9.8% from the 1999
quarter. A 12.3% increase in revenue passenger miles ("RPM") more than offset a
5.1% increase in capacity as measured by available seat miles ("ASM"), resulting
in a 4.7 point increase in load factor (the percentage of available seats that
are filled with revenue passengers). Passenger revenue per available seat mile
("RASM") for the quarter increased 4.3% to 8.43 cents despite a 2.0% increase in
average stage length. Revenue per passenger mile ("yield") decreased 2.3% to
11.44 cents from 11.71 cents. Cargo revenues for the second quarter of 2000
decreased 11.0% to $9.5 million due to lower freight and mail volumes. Other
revenues increased 3.0% to $19.9 million due primarily to expansion and
increased profitability of AWA's code sharing agreement with Mesa Airlines.
CASM increased 10.0% to 8.14 cents in the second quarter of 2000 from
7.40 cents for the comparable 1999 period largely due to higher fuel prices and
the airline's operating reliability issues which led to a reduction in ASMs
without a corresponding reduction in total expenses. As a result, operating
expenses increased $75.4 million in the second quarter of 2000 or 15.7% as
compared to the 1999 second quarter, while ASMs increased only 5.1%. Significant
changes in the components of CASM are explained as follows:
- Salaries and related costs per ASM increased 7.6% primarily due to
a higher number of employees in the 2000 period to support
anticipated growth. Also, the contract with the Air Line Pilots
Association ("ALPA") (signed May 1995) required longevity-related
salary level increases and the contract with the Association of
Flight Attendants (signed May 1999), covering the airline's flight
attendants, included higher wage rates. Payroll expense for pilots
and flight attendants increased by $4.7 million and $2.1 million,
respectively, in the second quarter of 2000 as compared to the
1999 second quarter.
- Aircraft rent expense per ASM increased 18.8% due to the net
addition of 15 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 decreased 4.1% in the
second quarter of 2000 primarily due to the 5.1% increase in ASMs.
- Aircraft fuel expense per ASM increased 48.8% due to a 51.5%
increase in the average price per gallon of fuel to 77.4 cents in
the 2000 quarter from 51.1 cents in 1999.
- Agency commissions expense per ASM decreased 29.8% as an increase
in the percentage of non-commissionable revenue in the second
quarter of 2000, primarily derived from 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 second
quarter.
14
<PAGE> 15
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
- Aircraft maintenance materials and repairs expense per ASM
increased 7.5% primarily due to higher airframe maintenance costs
($4.1 million) in the second quarter of 2000 when compared to the
1999 second quarter.
- Depreciation and amortization expense per ASM increased 5.3% due
primarily to an increase in amortization expense related to
computer software and hardware additions and facility improvements
to support growth ($0.8 million), the installation of hush kits on
certain owned and leased Boeing 737-200 aircraft in 1999 ($0.8
million) and increased depreciation expense related to owned
engines ($0.3 million) and rotable aircraft parts ($0.3 million).
These increases were offset in part by a decrease in airframe
depreciation ($1.4 million) resulting from the sale/leaseback of
six aircraft in August 1999.
- Amortization of excess reorganization value expense per ASM
decreased 12.5% due to the 5.1% increase in ASMs.
- Other operating expenses per ASM increased 6.5% to 1.80 cents from
1.69 cents primarily due to higher interrupted trip and baggage
claim expenses driven by the airline's operational challenges
($6.3 million), legal fees ($1.8 million) and higher costs
resulting from growth. Growth-related costs include catering
expense ($2.9 million), computer reservations system booking fees
($2.4 million), ground handling ($1.5 million), furnished
accommodations and per diem ($1.5 million), property taxes ($1.3
million), credit card discount fees ($1.3 million) and aircraft
refueling charges and fuel taxes ($1.1 million). These increases
were offset in part by a $8.8 million quarter-over-quarter
decrease in Year 2000 remediation costs.
Net nonoperating expenses of $0.3 million were relatively unchanged
from 1999. Net interest expense decreased $2.2 million in the second quarter of
2000 due to lower average outstanding debt while interest income increased $1.3
million due to higher cash and cash equivalent balances. The 1999 second quarter
benefited from a one-time, $2.7 million gain on sale of the Company's investment
in 30,000 shares of Priceline.com common stock.
Six Months Ended June 30, 2000 and 1999
For the six months ended June 30, 2000, AWA realized operating income
of $61.1 million, a 50.3% decrease from the $122.9 million operating income in
the six months ended June 30, 1999. Income before income taxes for the six month
period in 2000 was $76.3 million compared to $118.7 million in 1999.
Total operating revenues for the six months ended June 30, 2000 were
$1.1 billion. Passenger revenues were a record $1.1 billion for the six months
ended June 30, 2000, an increase of $87.7 million or 8.7% from the 1999 period.
RPMs increased 10.0% versus a 4.1% increase in capacity as measured by ASMs,
resulting in a 3.8 point increase in load factor. RASM increased 4.5% to 8.19
cents for the six months ended June 30, 2000 despite a 1.5% increase in average
stage length. Yield decreased 1.1% to 11.66 cents from 11.79 cents. Cargo
revenues decreased 9.2% to $19.4 million due to lower freight and mail volumes.
Other revenues increased 9.2% to $39.7 million for the six months ended June 30,
2000 due primarily to expansion and increased profitability of AWA's code
sharing agreement with Mesa Airlines.
15
<PAGE> 16
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
CASM increased 11.6% to 8.18 cents in the six months ended June 30,
2000 from 7.33 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 $150.9 million for the six months ended June 30,
2000 or 16.1% as compared to the 1999 period, while ASMs increased only 4.1%.
Significant changes in the components of CASM are explained as follows:
- Salaries and related costs per ASM increased 7.5% primarily due to
a higher number of employees in the 2000 period to support
anticipated growth. Also, the contract with ALPA (signed May 1995)
required longevity-related salary level increases and the contract
with the Association of Flight Attendants (signed May 1999),
covering the airline's flight attendants, included higher wage
rates. Payroll expense for pilots and flight attendants increased
by $9.1 million and $5.0 million, respectively, in the 2000 period
as compared to 1999.
- Aircraft rent expense per ASM increased 18.6% due primarily to the
net addition of 15 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 56.6% due to a 59.5%
increase in the average price per gallon of fuel to 76.4 cents in
the 2000 period from 47.9 cents in 1999.
- Agency commissions expense per ASM decreased 27.7% as an increase
in the percentage of non-commissionable revenue in the 2000 six
month period, primarily derived from 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 revenues for the six months ended June 30,
2000.
- Aircraft maintenance materials and repairs expense per ASM
increased 16.5% primarily due to higher airframe maintenance costs
($13.3 million) and a $3.2 million increase in capitalized
maintenance amortization expense for the 2000 period when compared
to the comparable period in 1999.
- Depreciation and amortization expense per ASM increased 5.3% due
primarily to an increase in amortization expense related to
computer software and hardware additions and facility improvements
to support growth ($2.0 million), the installation of hush kits on
certain owned and leased Boeing 737-200 aircraft in 1999 ($1.5
million) and increased depreciation expense related to rotable
aircraft parts ($0.6 million) and owned engines ($0.5 million).
These increases were offset in part by a decrease in airframe
depreciation ($2.8 million) resulting from the sale/leaseback
transaction in August 1999.
- Amortization of excess reorganization value expense per ASM
decreased 12.5% due to the 4.1% increase in ASMs.
- Other operating expenses per ASM increased 5.3% to 1.78 cents in
the first six months of 2000 from 1.69 cents in the 1999 period
primarily due to higher interrupted trip and baggage claim
expenses driven by the airline's operational challenges ($11.5
million), legal fees ($3.1 million) and higher costs resulting
from growth. Growth-related costs include computer reservations
system booking fees ($4.0 million), catering expense ($3.4
million), furnished accommodations and per diem ($2.6 million),
property taxes ($2.5 million), credit card discount fees ($2.3
million), aircraft refueling charges and fuel taxes ($2.2
million), and advertising costs ($1.9 million). These increases
were offset in part by a $15.8 million period-over-period decrease
in Year 2000 remediation costs.
16
<PAGE> 17
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
AWA had net nonoperating income of $15.2 million in the first six
months of 2000 as compared to $4.3 million of net nonoperating expense 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 six months of 2000. Net interest expense decreased $4.4 million in
the 2000 period when compared to 1999 due to lower average outstanding debt.
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. TLC received $52 million in cash and will retain a 12%
passive ownership interest in the restructured venture. (See Note 5, "Sale of
TLC's Retail Vacation Business" in Notes to Condensed Consolidated Financial
Statements.) The following discussion provides an analysis of TLC's results of
operations for the second quarter and six months ended June 30, 2000 and reasons
for material changes compared to the second quarter and six months ended June
30, 1999.
THE LEISURE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Operating revenues ....... $ 49,947 $ 65,553 $122,605 $111,612
Cost of goods sold ....... 36,770 50,160 91,436 82,948
-------- -------- -------- --------
Net revenues ............. 13,177 15,393 31,169 28,664
-------- -------- -------- --------
Total operating expenses . 12,511 11,990 30,156 22,450
-------- -------- -------- --------
Operating income ......... 666 3,403 1,013 6,214
-------- -------- -------- --------
Nonoperating income, net 9,765 36 9,555 163
-------- -------- -------- --------
Income before income taxes $ 10,431 $ 3,439 $ 10,568 $ 6,377
======== ======== ======== ========
Supplemental information:
Gross revenues ........... $ 57,434 $ 65,553 $151,990 $111,612
======== ======== ======== ========
</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.
17
<PAGE> 18
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
TLC's consolidated income before income taxes for the three months
ended June 30, 2000 was $10.4 million, which included the $10.0 million gain on
the sale of a majority interest in TVS and NLG. Excluding that gain, income
before income taxes in the 2000 second quarter decreased by $3.0 million when
compared to the second quarter of 1999. Consolidated operating revenues
decreased $15.6 million to $49.9 million due primarily to the sale of TVS and
NLG in May 2000. TLC's wholesale vacation package revenue decreased $5.2 million
due to lower passenger volumes and a decrease in revenue per passenger.
Consolidated cost of goods sold was $36.8 million in the second quarter of 2000,
a decrease of $13.4 million from the second quarter of 1999 due to the sale of
TVS and NLG. The cost of wholesale packages sold decreased $3.5 million due to
decreases in passenger volume and cost per passenger. Consolidated net revenues
decreased by $2.2 million. Total consolidated operating expenses were relatively
flat quarter-over-quarter.
For the six months ended June 30, 2000, consolidated income before
income taxes was $10.6 million, which included the $10.0 million gain on the
sale of a majority interest in TVS and NLG. Excluding that gain, income before
income taxes for the six months ended June 30, 2000 decreased by $5.8 million
when compared to 1999. Consolidated operating revenues were $122.6 million or
$11.0 million higher than the 1999 period due primarily to the acquisition of
NLG, which had revenues of $46.0 million in 2000. Wholesale vacation package
revenues were $10.0 million lower than 1999 due to decreases in passenger volume
and revenue per passenger. Consolidated cost of goods sold was $91.4 million for
the six months ended June 30, 2000, an increase of $8.5 million due primarily to
the acquisition of NLG. The cost of wholesale packages sold decreased $5.4
million due to decreases in passenger volume and cost per passenger.
Consolidated net revenues increased $2.5 million in 2000. Total consolidated
operating expenses increased $7.7 million for the six months ended June 30, 2000
primarily due to the acquisition of NLG.
LIQUIDITY AND CAPITAL RESOURCES
Holdings' unrestricted consolidated cash and cash equivalents and
short-term investments increased to $226.4 million at June 30, 2000 from $127.8
million at December 31, 1999. Net cash provided by operating activities
decreased to $185.6 million for the six months ended June 30, 2000 from $203.3
million in 1999 due to lower net income in the 2000 period. Net cash used in
investing activities increased to $103.4 million for the 2000 period from $65.2
million for the 1999 period due principally to purchases of short-term
investments totaling $8.6 million in the 2000 period as compared to sales of
$27.5 million of short-term investments in 1999 and the purchase of a new A320
aircraft in June 2000. (See Note 4, "Flight Equipment" in Notes to Condensed
Consolidated Financial Statements.) This increase was offset in part by the sale
of TVS and NLG which generated net proceeds of $45.1 million. Net cash provided
by financing activities was $7.8 million for the six months ended June 30, 2000
compared to $59.9 million used in financing activities in the 1999 period. The
2000 period included $32.0 million of borrowing to fund the acquisition of the
new A320 aircraft discussed above, long-term debt repayments of $5.2 million and
purchases of common stock totaling $24.4 million. In the first six months of
1999, AWA repaid $15.3 million of long-term debt and the Company repurchased
$45.9 million of common stock and AWA warrants. The 1999 period also included
$94.3 million borrowed in February 1999 under AWA's revolving credit facility,
which was repaid in full in April 1999.
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 June 30, 2000 was $136.8 million.
18
<PAGE> 19
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
Long-term debt maturities through 2002 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft and, in 2000,
$32.0 million that was borrowed to fund the purchase of one new A320 aircraft.
This borrowing was repaid in full in July 2000 as a result of a sale/leaseback
transaction. (See Note 4, "Flight Equipment" in Notes to Condensed Consolidated
Financial Statements.) Current maturities of long-term debt are $72.0 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 June 30, 2000 AWA had a commitment to AVSA to purchase a total of 39
Airbus aircraft, with seven remaining to be delivered in 2000. The remaining 32
aircraft will be delivered in 2001 through 2004. AWA also had 25 options and 25
purchase rights to purchase aircraft in the "A320" family of aircraft (A318s,
A319s, A320s and A321s) for delivery in 2004 through 2008. In July 2000 AWA
announced firm orders for four A319 aircraft to be delivered in 2001. These
A319 aircraft replace four A318 aircraft which AWA had the option to purchase
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 July 2000, is approximately $1.6 billion.
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%. The aircraft that are the subject of this financing will be delivered
between August 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.
In December 1999 AWA entered into a $125 million senior secured
revolving credit facility with a group of financial institutions that has a
three-year term. The credit agreement is secured by certain assets of AWA. As of
June 30, 2000, $109.9 million was available for borrowing based on the value of
the assets pledged. There were no outstanding borrowings as of June 30, 2000.
In May 2000 Holdings announced the completion of the sale of a majority
interest in TLC's retail operations, NLG and TVS, to Softbank Capital Partners
and General Catalyst LLC. TLC received $52 million in cash and will retain a
twelve percent passive ownership interest in the restructured venture.
19
<PAGE> 20
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
In July 2000 Holdings announced the completion of 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. 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. The consideration for the America West Golf Vacations
acquisition was common shares and share purchase warrants of Book4golf.com. The
number of warrants is based, in part, upon certain performance driven criteria
in the future.
Capital expenditures for the six months ended June 30, 2000 and 1999
were approximately $140.4 million and $101.3 million, respectively. Included in
these amounts are capital expenditures for capitalized maintenance of
approximately $61.3 million for the six months ended June 30, 2000 and $52.2
million for the six months ended June 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 June 30, 2000.
OTHER INFORMATION
LABOR RELATIONS
On June 2, 2000, AWA and the Transportation Workers Union ("TWU")
entered into a five-year collective bargaining agreement covering the airline's
2,200 fleet service employees. The five-year agreement resolves issues regarding
pay rates, benefits and working conditions and is the fleet service employee's
first contract with AWA.
The Company also has begun negotiations with ALPA on a new contract for
AWA's pilots. The existing contract with ALPA became amendable in May 2000. The
Company cannot predict the outcome or the form of future collective bargaining
agreements and therefore the effect, if any, on AWA's operations or financial
performance.
ADDITIONAL INFORMATION
The air travel business historically fluctuates in response to general
economic conditions. The airline industry is sensitive to changes in economic
conditions that affect business and leisure travel and is highly susceptible to
unforeseen events that result in declines in air travel, such as political
instability, regional hostilities, recession, fuel price escalation, inflation,
adverse weather conditions, labor instability or regulatory oversight. The
Company's results of operations for interim periods are not necessarily
indicative of those for an entire year, because the travel business is subject
to seasonal fluctuations. Due to the greater demand for air and leisure travel
during the summer months, revenues in the airline and leisure travel industries
in the second and third quarters of the year tend to be greater than revenues in
the first and fourth quarters of the year.
20
<PAGE> 21
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
This discussion contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. When used in this
document, the words "anticipate", "estimate", "project", "expect" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated, projected or expected. Among the key factors that may have a direct
bearing on the Company's results are competitive practices in the airline and
travel industries generally and particularly in the Company's principal markets,
the ability of the Company to meet existing financial obligations in the event
of adverse industry or economic conditions or to obtain additional capital to
fund future commitments and expansion, the Company's relationship with employees
and the terms of future collective bargaining agreements and the impact of
current and future laws and governmental regulations affecting the airline and
travel industries and the Company's operations. For additional discussion of
such risks see "Business - Risk Factors," included in Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 which is on file
with the Securities and Exchange Commission. Any forward-looking statements
speak only as of the date such statements are made.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK SENSITIVE INSTRUMENTS
(a) Commodity Price Risk
As of June 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. These transactions are in place with respect to approximately 17%
of the Company's projected fuel volumes for the third quarter and 5% 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 the spread between West Coast jet fuel prices and heating oil futures. At
June 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 $0.2 million.
As of July 31, 2000 approximately 11% of AWA's remaining 2000 fuel
requirements are hedged.
(b) Interest Rate Risk
The Company's exposure to interest rate risk relates primarily to its
variable rate long-term debt obligations. At June 30, 2000 the Company's
variable-rate long-term debt obligations of approximately $17.5 million
represented approximately 12% of its total long-term debt. If interest rates
increased 10% in 2000, the impact on the Company's results of operations would
not be material.
21
<PAGE> 22
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDER
The 2000 Annual Meeting of Stockholders of the Company was held on May
25, 2000. The four persons named below were elected as proposed in the proxy
statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended, to serve as directors until the Company's Annual Meeting in 2003 and
until their successors are elected and qualified. The following directors' term
of office as a director continued after the meeting: John F. Tierney, Robert J.
Miller, W. Douglas Parker, Jeffrey A. Shaw, William A. Franke, Richard C.
Kraemer, Walter T. Klenz and Denise M. O'Leary. There were 87,509,860 votes cast
in the election of directors and there were no abstentions and broker non-votes.
The voting regarding each nominee was as follows: John L. Goolsby (for:
87,281,305 / withheld: 228,555); Richard P. Schifter (for: 85,719,583 /
withheld: 1,790,277); Gilbert D. Mook (for: 87,285,574 / withheld: 224,286); and
Marie L. Knowles (for: 87,231,347 / withheld: 278,513).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
<S> <C>
*27.1 Financial Data Schedule.
</TABLE>
-----
* Filed herewith.
b. Reports on Form 8-K
None
22
<PAGE> 23
AMERICA WEST HOLDINGS CORPORATION
JUNE 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: August 14, 2000
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<PAGE> 24
AMERICA WEST HOLDINGS CORPORATION
JUNE 30, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
<S> <C>
*27.1 Financial Data Schedule.
</TABLE>
-----
* Filed herewith.
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