<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 1-10140
AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 86-0418245
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4000 EAST SKY HARBOR BLVD. PHOENIX, ARIZONA 85034
(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 [ ]
INDICATE BY CHECKMARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND REPORTS
REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGES ACT
OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A
COURT.
YES [XX] NO [ ]
THE COMPANY HAS 1,000 SHARES OF CLASS B COMMON STOCK OF AMERICA WEST HOLDINGS
CORPORATION OUTSTANDING AS OF JULY 31, 2000.
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERICA WEST HOLDINGS CORPORATION,
MEETS THE CONDITION SET FORTH IN GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT
TO GENERAL INSTRUCTION H (2).
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICA WEST AIRLINES, INC.
CONDENSED 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 ............................ $ 168,338 $ 105,545
Short-term investments ............................... 24,217 15,617
Accounts receivable, net ............................. 148,667 102,014
Advances to parent company and affiliate, net ........ 249,320 248,335
Expendable spare parts and supplies, net ............. 48,895 49,327
Prepaid expenses ..................................... 47,242 33,903
---------- ----------
Total current assets ............................. 686,679 554,741
---------- ----------
Property and equipment:
Flight equipment ..................................... 887,221 801,541
Other property and equipment ......................... 199,500 197,394
Equipment purchase deposits .......................... 86,599 79,399
---------- ----------
1,173,320 1,078,334
Less accumulated depreciation and amortization ....... 415,660 378,185
---------- ----------
Net property and equipment ....................... 757,660 700,149
---------- ----------
Other assets:
Restricted cash ...................................... 31,535 31,624
Reorganization value in excess of amounts allocable to
identifiable assets, net ......................... 281,853 291,801
Other assets, net .................................... 69,955 85,180
---------- ----------
Total other assets ............................... 383,343 408,605
---------- ----------
$1,827,682 $1,663,495
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
(continued on next page)
2
<PAGE> 3
AMERICA WEST AIRLINES, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY (UNAUDITED)
Current liabilities:
Current maturities of long-term debt ................. $ 83,970 $ 45,171
Accounts payable ..................................... 135,976 130,752
Air traffic liability ................................ 228,447 175,528
Accrued compensation and vacation benefits ........... 31,656 48,227
Accrued taxes ........................................ 88,400 54,775
Other accrued liabilities ............................ 54,191 35,462
---------- ----------
Total current liabilities .......................... 622,640 489,915
---------- ----------
Long-term debt, less current maturities ................ 150,240 155,168
Deferred credits and other liabilities ................. 97,780 105,175
Deferred tax liability, net ............................ 30,768 30,768
Commitments and contingencies
Stockholder's equity:
Common stock $.01 par value. Authorized, issued and
outstanding; 1,000 shares ........................ -- --
Additional paid-in capital ......................... 519,748 519,748
Retained earnings .................................. 406,506 362,721
---------- ----------
Total stockholder's equity ....................... 926,254 882,469
---------- ----------
$1,827,682 $1,663,495
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE> 4
AMERICA WEST AIRLINES, INC.
CONDENSED 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
----------- ----------- ----------- -----------
Income taxes ................................ 20,678 32,351 32,499 52,236
----------- ----------- ----------- -----------
Net income .................................. $ 28,277 $ 41,544 $ 43,785 $ 66,450
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
AMERICA WEST AIRLINES, INC.
CONDENSED 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 ............. $ 182,497 $ 151,189
Cash flows from investing activities:
Purchases of property and equipment ................. (138,351) (98,061)
Sales (purchases) of short-term investments ......... (8,600) 27,485
Equipment purchase deposits and other ............... 505 8,699
--------- ---------
Net cash used in investing activities ........... (146,446) (61,877)
--------- ---------
Cash flows from financing activities:
Repayment of debt ................................... (5,153) (109,606)
Proceeds from issuance of debt ...................... 32,000 94,274
Repurchase of warrants .............................. -- (3,377)
Other ............................................... (105) --
--------- ---------
Net cash provided by (used in) financing activities 26,742 (18,709)
--------- ---------
Net increase in cash and cash equivalents ............. 62,793 70,603
--------- ---------
Cash and cash equivalents at beginning of period ...... 105,545 107,234
--------- ---------
Cash and cash equivalents at end of period ............ $ 168,338 $ 177,837
========= =========
Cash, cash equivalents, and short-term investments at
end of period ....................................... $ 192,555 $ 177,837
========= =========
Cash paid for:
Interest, net of amounts capitalized ................ $ 6,102 $ 11,269
========= =========
Income taxes paid ................................... $ 2,593 $ 2,353
========= =========
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 financial statements.
5
<PAGE> 6
AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
1. BASIS OF PRESENTATION
The unaudited condensed financial statements included herein have been
prepared by America West Airlines, Inc., ("AWA" or the "Company"), a wholly
owned subsidiary of America West Holdings Corporation ("Holdings"), 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 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 financial statements
should be read in conjunction with the 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. ADVANCES TO PARENT COMPANY AND AFFILIATE
As of June 30, 2000, AWA had advances to Holdings of $237.5 million. In
addition, AWA had net advances of $11.8 million to The Leisure Company ("TLC"),
a wholly owned subsidiary of Holdings.
3. 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.
4. 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.
5. SEGMENT DISCLOSURES
AWA is one reportable segment. Accordingly, the segment reporting financial
data required by Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" is
included in the accompanying balance sheets and statements of income.
6
<PAGE> 7
AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
6. SUBSEQUENT EVENT
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, 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.
7
<PAGE> 8
AMERICA WEST AIRLINES, INC.
JUNE 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
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.
8
<PAGE> 9
AMERICA WEST AIRLINES, INC.
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>
9
<PAGE> 10
AMERICA WEST AIRLINES, INC.
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.
10
<PAGE> 11
AMERICA WEST AIRLINES, INC.
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.
11
<PAGE> 12
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.
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AMERICA WEST AIRLINES, INC.
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.
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash and cash equivalents and short-term investments
increased to $192.6 million at June 30, 2000 from $121.2 million at December 31,
1999. Net cash provided by operating activities increased to $182.5 million for
the six months ended June 30, 2000 from $151.2 million in 1999 due principally
to an increase in air traffic liability, which grew 30.1% in the 2000 period as
compared to 16.2% in the 1999 period, and the sale of 500,000 warrants to
purchase common stock of Priceline.com, Inc. for approximately $18.0 million in
March 2000. These increases were offset in part by lower net income in the 2000
period. Net cash used in investing activities increased to $146.4 million
for the 2000 period from $61.9 million for the 1999 period. This increase was
primarily due 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 3,
"Flight Equipment" in Notes to Condensed Financial Statements.) Net cash
provided by financing activities was $26.7 million for the six months ended June
30, 2000 compared to $18.7 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 and long-term debt
repayments of $5.2 million. In the first six months of 1999, AWA repaid $15.3
million of long-term debt and the Company repurchased $3.4 million of 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.
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 3, "Flight Equipment" in Notes to Condensed 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 additional 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.
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AMERICA WEST AIRLINES, INC.
JUNE 30, 2000
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, 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.
Capital expenditures for the six months ended June 30, 2000 and 1999
were approximately $138.4 million and $98.1 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.
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AMERICA WEST AIRLINES, INC.
JUNE 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
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.
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.
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AMERICA WEST AIRLINES, INC.
JUNE 30, 2000
(c) 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.
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AMERICA WEST AIRLINES, INC.
JUNE 30, 2000
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
*27.1 Financial Data Schedule.
* Filed herewith.
b. Reports on Form 8-K
None
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AMERICA WEST AIRLINES, INC.
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 AIRLINES, INC.
By /s/ W. Douglas Parker
---------------------------------
W. Douglas Parker
President
DATED: August 14, 2000
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AMERICA WEST AIRLINES, INC.
JUNE 30, 2000
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
*27.1 Financial Data Schedule.
* Filed herewith.
19
