HA-03.31.2015-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-Q
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2015
or
 o         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 1-31443
 HAWAIIAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
71-0879698
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
3375 Koapaka Street, Suite G-350
 
 
Honolulu, HI
 
96819
(Address of Principal Executive Offices)
 
(Zip Code)
 
(808) 835-3700
(Registrant’s Telephone Number, Including Area Code)
  
(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.  ý Yes o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ý Yes o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes ý No
 
As of April 17, 2015, 54,716,379 shares of the registrant’s common stock were outstanding.




Hawaiian Holdings, Inc.
Form 10-Q
Quarterly Period ended March 31, 2015
 
Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



PART I. FINANCIAL INFORMATION

ITEM 1.               FINANCIAL STATEMENTS.

Hawaiian Holdings, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(unaudited)
Operating Revenue:
 
 

 
 

Passenger
 
$
469,145

 
$
468,013

Other
 
71,135

 
56,845

Total
 
540,280

 
524,858

Operating Expenses:
 
 

 
 

Aircraft fuel, including taxes and delivery
 
111,327

 
171,139

Wages and benefits
 
120,014

 
107,494

Aircraft rent
 
28,371

 
26,279

Maintenance materials and repairs
 
55,245

 
58,310

Aircraft and passenger servicing
 
28,316

 
30,221

Commissions and other selling
 
30,428

 
31,335

Depreciation and amortization
 
25,179

 
22,811

Other rentals and landing fees
 
22,831

 
20,562

Other
 
47,405

 
46,670

Total
 
469,116

 
514,821

Operating Income
 
71,164

 
10,037

Nonoperating Income (Expense):
 
 

 
 

Interest expense and amortization of debt discounts and issuance costs
 
(15,518
)
 
(15,010
)
Interest income
 
636

 
219

Capitalized interest
 
1,293

 
2,776

Losses on fuel derivatives
 
(5,687
)
 
(6,899
)
Loss on extinguishment of debt
 
(6,955
)
 

Other, net
 
(2,934
)
 
585

Total
 
(29,165
)
 
(18,329
)
Income (Loss) Before Income Taxes
 
41,999

 
(8,292
)
Income tax expense (benefit)
 
16,116

 
(3,217
)
Net Income (Loss)
 
$
25,883

 
$
(5,075
)
Net Income (Loss) Per Share
 
 

 
 

Basic
 
$
0.47

 
$
(0.10
)
Diluted
 
$
0.40

 
$
(0.10
)
 
See accompanying Notes to Consolidated Financial Statements.


3



Hawaiian Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(unaudited)
Net Income (Loss)
 
$
25,883

 
$
(5,075
)
Other comprehensive income (loss), net:
 
 

 
 

Net change related to employee benefit plans, net of tax expense of $1,009 and $125 for 2015 and 2014, respectively
 
1,658

 
205

Net change in derivative instruments, net of tax benefit of $488 and $3,303 for 2015 and 2014, respectively
 
(802
)
 
(5,435
)
Net change in available-for-sale investments, net of tax expense of $185 for 2015
 
304

 
(21
)
Total other comprehensive income (loss)
 
1,160

 
(5,251
)
Total Comprehensive Income (Loss)
 
$
27,043

 
$
(10,326
)
 
See accompanying Notes to Consolidated Financial Statements.


4



Hawaiian Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except shares)
 
 
 
March 31, 2015
 
December 31, 2014
 
 
(unaudited)
 
 
ASSETS
 
 

 
 

Current Assets:
 
 

 
 

Cash and cash equivalents
 
$
226,116

 
$
264,087

Restricted cash
 
5,000

 
6,566

Short-term investments
 
262,131

 
260,121

Accounts receivable, net
 
96,533

 
80,737

Spare parts and supplies, net
 
19,108

 
18,011

Deferred tax assets, net
 
22,703

 
21,943

Prepaid expenses and other
 
47,019

 
53,382

Total
 
678,610

 
704,847

Property and equipment, less accumulated depreciation and amortization of $368,104 and $367,507 as of March 31, 2015 and December 31, 2014, respectively
 
1,657,380

 
1,673,493

Other Assets:
 
 

 
 

Long-term prepayments and other
 
92,801

 
96,225

Intangible assets, less accumulated amortization of $35,094 and $34,434 as of March 31, 2015 and December 31, 2014, respectively
 
20,640

 
21,300

Goodwill
 
106,663

 
106,663

Total Assets
 
$
2,556,094

 
$
2,602,528

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Current Liabilities:
 
 

 
 

Accounts payable
 
$
104,353

 
$
97,260

Air traffic liability
 
523,112

 
424,336

Other accrued liabilities
 
125,967

 
141,919

Current maturities of long-term debt, less discount, and capital lease obligations
 
100,778

 
156,349

Total
 
854,210

 
819,864

Long-Term Debt and Capital Lease Obligations
 
861,632

 
893,288

Other Liabilities and Deferred Credits:
 
 

 
 

Accumulated pension and other postretirement benefit obligations
 
401,264

 
407,864

Other liabilities and deferred credits
 
79,367

 
72,650

Deferred tax liability, net
 
55,953

 
41,629

Total
 
536,584

 
522,143

Commitments and Contingencies
 


 


Shareholders’ Equity:
 
 

 
 

Special preferred stock, $0.01 par value per share, three shares issued and outstanding as of March 31, 2015 and December 31, 2014
 

 

Common stock, $0.01 par value per share, 54,716,379 and 54,455,568 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
 
547

 
545

Capital in excess of par value
 
160,822

 
251,432

Accumulated income
 
263,951

 
238,068

Accumulated other comprehensive loss, net
 
(121,652
)
 
(122,812
)
Total
 
303,668

 
367,233

Total Liabilities and Shareholders’ Equity
 
$
2,556,094

 
$
2,602,528

 
See accompanying Notes to Consolidated Financial Statements.

5



Hawaiian Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
 
 
 
Three months ended March 31,
 
 
2015
 
2014
 
 
(unaudited)
Net cash provided by Operating Activities
 
$
161,688

 
$
89,455

Cash flows from Investing Activities:
 
 

 
 

Additions to property and equipment, including pre-delivery payments
 
(49,633
)
 
(170,240
)
Proceeds from purchase assignment and leaseback transaction
 
37,797

 

Net proceeds from disposition of equipment
 
908

 
350

Purchases of investments
 
(66,125
)
 
(147,978
)
Sales of investments
 
63,640

 
4,561

Net cash used in investing activities
 
(13,413
)
 
(313,307
)
Cash flows from Financing Activities:
 
 

 
 

Long-term borrowings
 

 
147,750

Repayments of long-term debt and capital lease obligations
 
(28,459
)
 
(15,361
)
Repurchase of convertible notes
 
(156,464
)
 

Other
 
(1,323
)
 
3,070

Net cash provided by (used in) financing activities
 
(186,246
)
 
135,459

Net decrease in cash and cash equivalents
 
(37,971
)
 
(88,393
)
Cash and cash equivalents - Beginning of Period
 
264,087

 
423,384

Cash and cash equivalents - End of Period
 
$
226,116

 
$
334,991

 
See accompanying Notes to Consolidated Financial Statements.


6



Hawaiian Holdings, Inc. 
Notes to Consolidated Financial Statements (Unaudited)
 
1. Business and Basis of Presentation
 
Hawaiian Holdings, Inc. (the Company or Holdings) is a holding company incorporated in the State of Delaware. The Company’s primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. (Hawaiian). The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC).  Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented.  Due to seasonal fluctuations, among other factors common to the airline industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year.  The accompanying unaudited Consolidated Financial Statements should be read in conjunction with the financial statements and the notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
 
2. Significant Accounting Policies
 
Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Early adoption is not permitted. The amendments in ASU 2014-09 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, and allow for either full retrospective or modified retrospective adoption. The Company is currently evaluating the effect that the provisions of ASU 2014-09 will have on its consolidated financial statements and related disclosures. We have determined that the new standard, once effective, will preclude the Company from accounting for miles earned under its HawaiianMiles customer loyalty program using the incremental cost method, and will require use of the deferred revenue method. This change could have a significant impact on the Company's financial statements.

7



3. Accumulated Other Comprehensive Income (Loss)
 
Reclassifications out of accumulated other comprehensive loss by component is as follows: 
Details about accumulated other comprehensive loss components
 
Three months ended March 31,
 
Affected line items in the statement where net income (loss) is presented
 
2015
 
2014
 
 
 
(in thousands)
 
Derivatives designated as hedging instruments under ASC 815
 
 

 
 

 
 
Foreign currency derivative gains, net
 
$
(3,952
)
 
$
(3,618
)
 
Passenger revenue
Interest rate derivative losses, net
 
187

 
211

 
Interest expense
Total before tax
 
(3,765
)
 
(3,407
)
 
 
Tax expense
 
1,422

 
1,285

 
 
Total, net of tax
 
$
(2,343
)
 
$
(2,122
)
 
 
Amortization of defined benefit pension items
 
 

 
 

 
 
Actuarial loss
 
$
2,680

 
$
226

 
Wages and benefits
Prior service cost (credit)
 
57

 
(1
)
 
Wages and benefits
Total before tax
 
2,737

 
225

 
 
Tax benefit
 
(1,038
)
 
(125
)
 
 
Total, net of tax
 
$
1,699

 
$
100

 
 
Short-term investments
 
 

 
 

 
 
Realized gain on sales of investments, net
 
$
(10
)
 
$
(2
)
 
Other nonoperating income
Total before tax
 
(10
)
 
(2
)
 
 
Tax expense
 
1

 

 
 
Total, net of tax
 
$
(9
)
 
$
(2
)
 
 
Total reclassifications for the period
 
$
(653
)
 
$
(2,024
)
 
 

A rollforward of the amounts included in accumulated other comprehensive loss, net of taxes, for the three months ended March 31, 2015 and 2014 is as follows:
Three months ended March 31, 2015
 
Interest
Rate
Derivatives
 
Foreign
Currency
Derivatives
 
Defined
Benefit
Pension
Items
 
Short-Term Investments
 
Total
 
 
(in thousands)
Beginning balance
 
$
254

 
$
12,708

 
$
(135,520
)
 
$
(254
)
 
$
(122,812
)
Other comprehensive income (loss) before reclassifications, net of tax
 
(476
)
 
2,017

 
(41
)
 
313

 
1,813

Amounts reclassified from accumulated other comprehensive income (loss), net of tax
 
114

 
(2,457
)
 
1,699

 
(9
)
 
(653
)
Net current-period other comprehensive income (loss)
 
(362
)
 
(440
)
 
1,658

 
304

 
1,160

Ending balance
 
$
(108
)
 
$
12,268

 
$
(133,862
)
 
$
50

 
$
(121,652
)
 

8



Three months ended March 31, 2014
 
Interest
Rate
Derivatives
 
Foreign
Currency
Derivatives
 
Defined
Benefit
Pension
Items
 
Short-Term Investments
 
Total
 
 
(in thousands)
Beginning balance
 
$
1,096

 
$
8,277

 
$
(52,059
)
 
$

 
$
(42,686
)
Other comprehensive income (loss) before reclassifications, net of tax
 
(360
)
 
(2,953
)
 
105

 
(19
)
 
(3,227
)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
 
129

 
(2,251
)
 
100

 
(2
)
 
(2,024
)
Net current-period other comprehensive income (loss)
 
(231
)
 
(5,204
)
 
205

 
(21
)
 
(5,251
)
Ending balance
 
$
865

 
$
3,073

 
$
(51,854
)
 
$
(21
)
 
$
(47,937
)

4. Earnings (Loss) Per Share
 
Basic earnings (loss) per share, which excludes dilution, is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period.
 
Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in thousands, except for per share data)
Numerator:
 
 

 
 

Net Income (Loss)
 
$
25,883

 
$
(5,075
)
Denominator:
 
 

 
 

Weighted average common stock shares outstanding - Basic
 
54,614

 
52,686

Assumed exercise of stock options and awards
 
546

 

Assumed conversion of convertible note premium
 
3,958

 

Assumed conversion of warrants
 
5,808

 

Weighted average common stock shares outstanding - Diluted
 
64,926

 
52,686

Net Income (Loss) Per Share
 
 

 
 

Basic
 
$
0.47

 
$
(0.10
)
Diluted
 
$
0.40

 
$
(0.10
)
 
The table below summarizes those common stock equivalents that could potentially dilute basic earnings (loss) per share in the future but were excluded from the computation of diluted earnings (loss) per share because the instruments were antidilutive. 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in thousands)
Stock options
 

 
805

Deferred stock
 

 
79

Restricted stock
 
6

 
1,482

Convertible note premium
 

 
10,943

Warrants
 

 
10,943



9



In March 2011, the Company entered into a convertible note transaction which included the sale of convertible notes, purchase of call options and sale of warrants. As of March 31, 2015, the Company’s 5% Convertible Notes due in 2016 ("Convertible Notes") had an outstanding principal balance of $8.1 million and can be redeemed with either cash or the Company’s common stock, or a combination thereof, at the Company’s option.  In 2015, the Company repurchased $63.1 million in principal of the Convertible Notes. The 1.0 million shares into which the currently outstanding Convertible Notes can be converted will not impact the dilutive earnings per share calculation in the current and future periods under the if-converted method, as the Company has the intent and ability to redeem the principal amount of the Convertible Notes with cash.

During the three months ended March 31, 2015 the average share price of the Company’s common stock exceeded the conversion price of $7.88 per share. Therefore, shares related to the conversion premium of the Convertible Notes (for which share settlement is assumed for earnings per share purposes) are included in the Company's computation of diluted earnings per share. Although the average share price of the Company’s common stock during the quarter ended March 31, 2014 exceeded the conversion price of $7.88 per share, shares related to the conversion premium of the Convertible Notes were not included in the Company’s computation of diluted earnings per share in such quarter as the Company was in a net loss position for that period and the effect would have been antidilutive.
 
In connection with the issuance of the Convertible Notes, the Company entered into separate call option transactions and separate warrant transactions with certain financial investors to reduce the potential dilution of the Company’s common stock and to offset potential payments by the Company to holders of the Convertible Notes in excess of the principal of the Convertible Notes upon conversion.
 
The call options to repurchase the Company’s common stock will always be antidilutive and, therefore, will have no effect on diluted earnings per share and are excluded from the table above.
 
During the three months ended March 31, 2015 the average share price of the Company's common stock exceeded the warrant strike price of $10.00 per share. Therefore, the assumed conversion of the warrants is included in the Company's computation of diluted earnings per share. Although the average share price of the Company’s common stock during the quarter ended March 31, 2014 exceeded the warrant strike price of $10.00 per share, the assumed conversion of the warrants was not included in the Company’s computation of diluted earnings per share in such quarter as the Company was in a net loss position for that period and the effect would have been antidilutive.
 
5. Short-Term Investments
 
Debt securities that are not classified as cash equivalents are classified as available-for-sale investments and are stated at fair value.  Realized gains and losses on sales of investments are reflected in nonoperating income (expense) in the unaudited consolidated statements of operations.  Unrealized gains and losses on available-for-sale securities are reflected as a component of accumulated other comprehensive loss.

The following is a summary of short-term investments held as of March 31, 2015 and December 31, 2014:
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
March 31, 2015
 
(in thousands)
Corporate debt
 
$
176,125

 
$
162

 
$
(144
)
 
$
176,143

U.S. government and agency debt
 
44,872

 
59

 
(3
)
 
44,928

Municipal bonds
 
25,035

 
15

 
(7
)
 
25,043

Other fixed income securities
 
16,019

 

 
(2
)
 
16,017

Total short-term investments
 
$
262,051

 
$
236

 
$
(156
)
 
$
262,131

 

10



 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
December 31, 2014
 
(in thousands)
Corporate debt
 
$
180,794

 
$
43

 
$
(394
)
 
$
180,443

U.S. government and agency debt
 
38,268

 

 
(40
)
 
38,228

Municipal bonds
 
23,849

 
4

 
(16
)
 
23,837

Other fixed income securities
 
17,618

 

 
(5
)
 
17,613

Total short-term investments
 
$
260,529

 
$
47

 
$
(455
)
 
$
260,121


Contractual maturities of short-term investments as of March 31, 2015 are shown below. 
 
 
Under 1 Year
 
1 to 5 Years
 
Total
 
 
(in thousands)
Corporate debt
 
$
70,669

 
$
105,474

 
$
176,143

U.S. government and agency debt
 
17,188

 
27,740

 
44,928

Municipal bonds
 
6,381

 
18,662

 
25,043

Other fixed income securities
 
15,514

 
503

 
16,017

Total short-term investments
 
$
109,752

 
$
152,379

 
$
262,131

 
The Company classifies investments as current assets as these securities are available for use in its current operations.
 
6.  Fair Value Measurements
 
ASC Topic 820, Fair Value Measurement (ASC 820) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
 
Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;
 
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and
 
Level 3 — Unobservable inputs for which there is little or no market data and that are significant to the fair value of the assets or liabilities.


11



The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis:
 
 
Fair Value Measurements as of March 31, 2015
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(in thousands)
Cash equivalents
 
$
25,248

 
$
5,666

 
$
19,582

 
$

Restricted cash
 
5,000

 
5,000

 

 

Short-term investments
 
262,131

 

 
262,131

 

Fuel derivative contracts:
 
0

 
 

 
 

 
 

Heating oil put options
 
20,720

 

 
20,720

 

Heating oil swaps
 
710

 

 
710

 

Foreign currency derivatives
 
16,342

 

 
16,342

 

Total assets measured at fair value
 
$
330,151

 
$
10,666

 
$
319,485

 
$

Fuel derivative contracts:
 
 

 
 

 
 

 
 

Heating oil swaps
 
$
50,929

 
$

 
$
50,929

 
$

Foreign currency derivatives
 
45

 

 
45

 

Interest rate derivative
 
686

 

 
686

 

Total liabilities measured at fair value
 
$
51,660

 
$

 
$
51,660

 
$

 
 
 
Fair Value Measurements as of December 31, 2014
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(in thousands)
Cash equivalents
 
$
55,072

 
$
35,913

 
$
19,159

 
$

Restricted cash
 
6,566

 
6,566

 

 

Short-term investments
 
260,121

 

 
260,121

 

Fuel derivative contracts:
 
0

 
 

 
 

 
 

Heating oil put options
 
32,637

 

 
32,637

 

Foreign currency derivatives
 
19,746

 

 
19,746

 

Total assets measured at fair value
 
$
374,142

 
$
42,479

 
$
331,663

 
$

 
 
 
 
 
 
 
 
 
Fuel derivative contracts:
 
 

 
 

 
 

 
 

Heating oil swaps
 
$
71,447

 
$

 
$
71,447

 
$

Interest rate derivative
 
129

 

 
129

 

Negative arbitrage derivative
 
500

 

 

 
500

Total liabilities measured at fair value
 
$
72,076

 
$

 
$
71,576

 
$
500

 
Cash equivalents.  The Company’s cash equivalents consist of money market securities, U.S. agency bonds, foreign and domestic corporate bonds, and commercial paper.  The instruments classified as Level 2 are valued using quoted prices for similar assets in active markets.
 
Restricted cash.  The Company’s restricted cash consist of money market securities.
 
Short-term investments.  Short-term investments include U.S. and foreign government notes and bonds, U.S. agency bonds, variable rate corporate bonds, asset backed securities, foreign and domestic corporate bonds, municipal bonds, and commercial paper.  These instruments are valued using quoted prices for similar assets in active markets or other observable inputs.

Fuel derivative contracts.  The Company’s fuel derivative contracts consist of heating oil puts and swaps which are not traded on a public exchange. The fair value of these instruments are determined based on inputs available or derived from public markets including contractual terms, market prices, yield curves and measures of volatility among others.
 
Foreign currency derivatives.  The Company’s foreign currency derivatives consist of Japanese Yen and Australian Dollar forward contracts and are valued based primarily on data available or derived from public markets.
 

12



Interest rate derivative.  The Company’s interest rate derivative consists of an interest rate swap and is valued based primarily on data available or derived from public markets.

The table below presents disclosures about the activity for the Company’s “Level 3” financial liability during the three months ended March 31, 2015 and 2014
 
Three Months Ended March 31,
 
2015
 
2014
 
(in thousands)
Beginning balance
$
500

 
$
12,865

Reduction of balance in connection with interest payment
(500
)
 
(9,197
)
Ending balance
$

 
$
3,668


The table below presents the Company’s debt (excluding obligations under capital leases) measured at fair value: 
Fair Value of Debt
March 31, 2015
 
December 31, 2014
Carrying
 
Fair Value
 
Carrying
 
Fair Value
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(in thousands)
 
 
 
(in thousands)
$
862,773

 
$
886,293

 
$

 
$
8,140

 
$
878,153

 
$
947,897

 
$
956,811

 
$

 
$
69,766

 
$
887,045

 
The fair value estimates of the Company’s debt were based on either market prices or the discounted amount of future cash flows using the Company’s current incremental rate of borrowing for similar liabilities.
 
The carrying amounts of cash, other receivables and accounts payable approximate fair value due to the short-term nature of these financial instruments.
 
7.  Financial Derivative Instruments
 
The Company uses derivatives to manage risks associated with certain assets and liabilities arising from the potential adverse impact of fluctuations in global fuel prices and foreign currencies.
 
Fuel Risk Management

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel. To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically enters into derivative financial instruments. During the three months ended March 31, 2015, the Company primarily used heating oil puts and swaps to hedge its aircraft fuel expense.  These derivative instruments were not designated as hedges under ASC Topic 815, Derivatives and Hedging (ASC 815), for hedge accounting treatment. As a result, any changes in fair value of these derivative instruments are adjusted through other nonoperating income (expense) in the period of change.

The following table reflects the amount of realized and unrealized gains and losses recorded as nonoperating income (expense) in the unaudited Consolidated Statements of Operations.
 
 
Three months ended March 31,
Fuel derivative contracts
 
2015
 
2014
 
 
(in thousands)
Gains (losses) realized at settlement
 
$
(14,591
)
 
$
110

Reversal of prior period unrealized amounts
 
14,413

 
(1,256
)
Unrealized losses on contracts that will settle in future periods
 
(5,509
)
 
(5,753
)
Losses on fuel derivatives recorded as Nonoperating income (expense)
 
$
(5,687
)
 
$
(6,899
)


13



Foreign Currency Exchange Rate Risk Management
 
The Company is subject to foreign currency exchange rate risk due to revenues and expenses denominated in foreign currencies, with the primary exposures being the Japanese Yen and Australian Dollar. To manage exchange rate risk, the Company executes its international revenue and expense transactions in the same foreign currency to the extent practicable.  
The Company enters into foreign currency forward contracts to further manage the effects of fluctuating exchange rates. The effective portion of the gain or loss of designated cash flow hedges is reported as a component of accumulated other comprehensive income (loss) (AOCI) and reclassified into earnings in the same period in which the related sales are recognized as passenger revenue. The effective portion of the foreign currency forward contracts represents the change in fair value of the hedge that offsets the change in the fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized as nonoperating income (expense). Foreign currency forward contracts that are not designated as cash flow hedges are recorded at fair value, and any changes in fair value are recognized as other nonoperating income (expense) in the period of change.
 
The Company believes that its foreign currency forward contracts that are designated as cash flow hedges will continue to be effective in offsetting changes in cash flow attributable to the hedged risk. The Company reclassified $4.0 million in gains from AOCI to passenger revenue during the three months ended March 31, 2015. The Company expects to reclassify a net gain of approximately $14.9 million into earnings over the next 12 months from AOCI based on the values at March 31, 2015.
 
The following tables present the gross fair value of asset and liability derivatives that are designated as hedging instruments under ASC 815 and derivatives that are not designated as hedging instruments under ASC 815, as well as the net derivative positions and location of the asset and liability balances within the unaudited Consolidated Balance Sheets.

Derivative position as of March 31, 2015 
 
 
Balance Sheet
Location
 
Notional Amount
 
Final
Maturity
Date
 
Gross fair
value of
assets
 
Gross fair
value of
(liabilities)
 
Net
derivative
position
 
 
 
 
(in thousands)
 
 
 
(in thousands)
Derivatives designated as hedges
 
 
 
 
 
 
 
 

 
 

 
 

Interest rate derivative
 
Other accrued liabilities
 
$55,800 U.S. dollars
 
April 2023
 
$

 
$
(142
)
 
$
(142
)
 
 
Other liabilities and deferred credits (1)
 
 
 
 
 

 
(544
)
 
(544
)
Foreign currency derivatives
 
Prepaid expenses and other
 
7,338,390 Japanese Yen
40,664 Australian Dollars
 
March 2016
 
12,695

 
(24
)
 
12,671

 
 
Long-term prepayments and other
 
3,666,500 Japanese Yen
8,189 Australian Dollars
 
February 2017
 
2,995

 
(13
)
 
2,982

Derivatives not designated as hedges
 
 
 
 
 
 
 
 

 
 

 
0

Foreign currency derivatives
 
Prepaid expenses and other
 
5,787,200 Japanese Yen
27,747 Australian Dollars
 
March 2016
 
645

 
(8
)
 
637

 
 
Long-term prepayments and other
 
1,820,000 Japanese Yen
 
August 2016
 
7

 

 
7

Fuel derivative contracts
 
Other accrued liabilities
 
89,799 gallons
 
March 2016
 
21,430

 
(50,929
)
 
(29,499
)
 
(1)
Represents the noncurrent portion of the $55.8 million interest rate derivative with final maturity in April 2023.


14



Derivative position as of December 31, 2014
 
 
Balance Sheet
Location
 
Notional Amount
 
Final
Maturity
Date
 
Gross fair
value of
assets
 
Gross fair
value of
(liabilities)
 
Net
derivative
position
 
 
 
 
(in thousands)
 
 
 
(in thousands)
Derivatives designated as hedges
 
 
 
 
 
 
 
 

 
 

 
 

Interest rate derivative
 
Other accrued liabilities
 
$57,400 U.S. dollars
 
April 2023
 
$

 
$
(26
)
 
$
(26
)
 
 
Other liabilities and deferred credits(1)
 
 
 
 
 

 
(103
)
 
(103
)
Foreign currency derivatives
 
Prepaid expenses and other
 
6,909,050 Japanese Yen
51,380 Australian Dollars
 
December 2015
 
13,921

 

 
13,921

 
 
Long-term prepayments and other
 
3,758,500 Japanese Yen
13,080 Australian Dollars
 
November 2016
 
4,565

 

 
4,565

Derivatives not designated as hedges
 
 
 
 
 
 
 
 

 
 

 
 
Foreign currency derivatives
 
Prepaid expenses and other
 
7,714,291 Japanese Yen
43,546 Australian Dollars
 
December 2015
 
1,191

 

 
1,191

 
 
Long-term prepayments and other
 
2,762,000 Japanese Yen
3,500 Australian Dollars
 
August 2016
 
69

 

 
69

Fuel derivative contracts
 
Other accrued liabilities
 
90,994 gallons
 
December 2015
 
32,637

 
(71,447
)
 
(38,810
)
Negative arbitrage derivative
 
Other accrued liabilities
 
$444,540 U.S. dollars
 
January 2015
 

 
(500
)
 
(500
)

(1) Represents the noncurrent portion of the $57 million interest rate derivative with final maturity in April 2023.
 
The following table reflects the impact of cash flow hedges designated for hedge accounting treatment and their location within the unaudited Consolidated Statements of Comprehensive Income (Loss). 
 
 
(Gain) loss recognized in AOCI on derivatives (effective portion)
 
(Gain) loss reclassified from AOCI
into income (effective portion)
 
(Gain) loss recognized in
nonoperating (income) expense
(ineffective portion)
 
 
Three months ended March 31,
 
Three months ended March 31,
 
Three months ended March 31,
 
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
 
(in thousands)
Foreign currency derivatives
 
$
(3,245
)
 
$
4,528

 
$
(3,952
)
 
$
(3,618
)
 
$

 
$

Interest rate derivatives
 
557

 
346

 
187

 
211

 

 


Risk and Collateral
 
The financial derivative instruments expose the Company to possible credit loss in the event the counterparties to the agreements fail to meet their obligations. To manage such credit risks, the Company (1) selects its counterparties based on past experience and credit ratings, (2) limits its exposure to any single counterparty, and (3) periodically monitors the market position and credit rating of each counterparty. Credit risk is deemed to have a minimal impact on the fair value of the derivative instruments as cash collateral would be provided by the counterparties based on the current market exposure of the derivative.

The Company's agreements with its counterparties also requires the posting of cash collateral in the event the aggregate value of the Company's positions exceeds certain exposure thresholds that are based upon certain liquidity metrics of the Company. The aggregate fair value of the Company's derivative instruments that contain credit-risk related contingent features that are in a net liability position as of March 31, 2015 was $29.5 million.


15



ASC 815 requires a reporting entity to elect a policy of whether to offset rights to reclaim cash collateral or obligations to return cash collateral against derivative assets and liabilities executed with the same counterparty under a master netting agreement, or present such amounts on a gross basis. The Company’s accounting policy is to present its derivative assets and liabilities on a net basis, including any collateral posted with the counterparty. The Company had no collateral posted with counterparties as of March 31, 2015 and $0.6 million in collateral posted with counterparties as of December 31, 2014.

The Company is also subject to market risk in the event these financial instruments become less valuable in the market. However, changes in the fair value of the derivative instruments will generally offset the change in the fair value of the hedged item, limiting the Company’s overall exposure.

8.  Debt
 
As of March 31, 2015, the expected maturities of long-term debt for the remainder of 2015 and the next four years, and thereafter, were as follows (in thousands): 
Remaining months in 2015
$
62,318

2016
82,861

2017
82,092

2018
87,425

2019
99,070

Thereafter
449,317

 
$
863,083

 
Convertible Notes

During the three months ended March 31, 2015 a condition for conversion of the Convertible Note was satisfied, which permits holders of the Convertible Notes to surrender their notes for conversion during the quarter ending June 30, 2015.  Therefore, the principal balance is classified accordingly in the table above. As of March 31, 2015, the carrying value of $7.8 million is reflected as a current liability in the unaudited Consolidated Balance Sheets.

During the three months ended March 31, 2015, the Company repurchased $63.1 million in principal of its Convertible Notes for an aggregate repurchase price of $156.5 million. The cash consideration was allocated to the fair value of the liability component immediately before extinguishment and the remaining consideration was allocated to the equity component and recognized as a reduction of shareholders' equity.
The repurchase of the Convertible Notes resulted in a loss on extinguishment of $7.0 million, which is reflected in nonoperating income (expense) in the unaudited Consolidated Statement of Operations.  
9.  Leases

The Company leases aircraft, engines and other assets under long-term lease arrangements. Other leased assets include real property, airport and terminal facilities, maintenance facilities, and general offices. Certain leases include escalation clauses and renewal options. When lease renewals are considered to be reasonably assured, the rental payments that will be due during the renewal periods are included in the determination of rent expense over the life of the lease.
During the three months ended March 31, 2015, the Company took delivery of an Airbus A330-200 aircraft under an operating lease with a lease term of 12 years.

16



As of March 31, 2015, the scheduled future minimum rental payments under operating leases with non-cancellable basic terms of more than one year were as follows:
 
 
Aircraft
 
Other
 
(in thousands)
Remaining months in 2015
 
$
83,198

 
$
4,176

2016
 
94,422

 
5,380

2017
 
90,150

 
4,693

2018
 
89,401

 
4,623

2019
 
89,257

 
4,331

Thereafter
 
230,064

 
26,345

 
 
$
676,492

 
$
49,548

10. Employee Benefit Plans
 
The components of net periodic benefit cost for the Company’s defined benefit and other postretirement plans included the following: 
 
 
Three months ended March 31,
Components of Net Period Benefit Cost
 
2015
 
2014
 
 
(in thousands)
Service cost
 
$
4,225

 
$
2,952

Interest cost
 
7,389

 
6,986

Expected return on plan assets
 
(4,716
)
 
(4,845
)
Recognized net actuarial loss
 
2,737

 
225

Net periodic benefit cost
 
$
9,635

 
$
5,318

 
The Company contributed $12.8 million to its defined benefit and other postretirement plans during the three months ended March 31, 2015, including $7.3 million above the minimum funding requirements. The Company contributed $2.8 million to its defined benefit and other postretirement plans during the three months ended March 31, 2014.
 
11. Commitments and Contingent Liabilities
 
Commitments

As of March 31, 2015, the Company had the following capital commitments consisting of firm aircraft and engine orders and purchase rights:
Aircraft Type
 
Firm Orders
 
Purchase Rights
 
Expected Delivery Dates
A330-200 aircraft
 
2

 
3

 
In 2015
A330-800neo aircraft
 
6

 
6

 
Between 2019 and 2021
A321neo aircraft
 
16

 
9

 
Between 2017 and 2020
Rolls-Royce spare engines:
 
 

 
 

 
 
A330-800neo spare engines
 
2

 

 
Between 2019 and 2020
Pratt & Whitney spare engines:
 
 

 
 

 
 
A321neo spare engines
 
2

 

 
Between 2017 and 2018

The Company has operating commitments with a third-party to provide aircraft maintenance services which require fixed payments as well as variable payments based on flight hours for its Airbus fleet through 2027. The Company also has operating commitments with third-party service providers for reservations, IT, and accounting services through 2020.
 

17



Committed capital and operating expenditures include escalation and variable amounts based on estimates. The gross committed expenditures and committed financings for those deliveries as of March 31, 2015 are detailed below: 
 
 
Capital
 
Operating
 
Total Committed
Expenditures
 
Less: Committed
Financing for Upcoming
Aircraft Deliveries*
 
Net Committed
Expenditures
 
 
(in thousands)
Remaining months in 2015
 
$
107,555

 
$
52,892

 
$
160,447

 
$
96,276

 
$
64,171

2016
 
67,381

 
58,719

 
126,100

 

 
126,100

2017
 
234,250

 
58,637

 
292,887

 

 
292,887

2018
 
411,406

 
51,942

 
463,348

 

 
463,348

2019
 
497,018

 
47,362

 
544,380

 

 
544,380

Thereafter
 
434,841

 
264,181

 
699,022

 

 
699,022

 
 
$
1,752,451

 
$
533,733

 
$
2,286,184

 
$
96,276

 
$
2,189,908

 
*See below for a detailed discussion of the committed financings Hawaiian has received for its upcoming capital commitments for aircraft deliveries.
 
Purchase Assignment and Lease Financing Agreement

Hawaiian has a commitment to assign its purchase of two Airbus A330-200 aircraft at delivery and simultaneously enter into a lease agreement for each respective aircraft with scheduled delivery in April 2015 and October 2015 with total committed lease financing of $96 million. Both the gross capital commitment for the cost of the aircraft and the committed financing are reflected in the table above. The agreement has an initial lease term of 12 years and fixed monthly rental payments that will be determined upon delivery of the aircraft.

The anticipated future minimum payments for these leases, which are not included in the operating lease table at Note 9, are $8.4 million for the remainder of 2015, $16.9 million in each of the years 2016 through 2019, and $126.5 million thereafter.
 
Litigation and Contingencies
 
The Company is subject to legal proceedings arising in the normal course of its operations. Management does not anticipate that the disposition of any currently pending proceeding will have a material effect on the Company’s operations, business or financial condition.

General Guarantees and Indemnifications
 
In the normal course of business, the Company enters into numerous aircraft financing and real estate leasing arrangements that have various guarantees included in the contract. It is common in such lease transactions for the lessee to agree to indemnify the lessor and other related third-parties for tort liabilities that arise out of or relate to the lessee’s use of the leased aircraft or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to its use of the real estate leased premises. The Company believes that it is insured (subject to deductibles) for most tort liabilities and related indemnities described above with respect to the aircraft and real estate that it leases. The Company cannot estimate the potential amount of future payments, if any, under the foregoing indemnities and agreements.
 
Credit Card Holdback
 
Under the Company’s bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks, which are included in restricted cash in the Company’s unaudited Consolidated Balance Sheets, totaled $5.0 million at March 31, 2015 and December 31, 2014.
 
In the event of a material adverse change in the business, the holdback could increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash. If the Company is unable to obtain a waiver of, or otherwise mitigate the increase in the restriction of cash, it could have a material adverse impact on the Company.

18



 
12. Condensed Consolidating Financial Information

The following condensed consolidating financial information is presented in accordance with Regulation S-X paragraph 210.3-10 because, in connection with the issuance by two pass-through trusts formed by Hawaiian (which is also referred to in this Note 12 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 12 as Parent Issuer / Guarantor), is fully and unconditionally guaranteeing the payment obligations of Hawaiian, which is a 100% owned subsidiary of the Company, under equipment notes issued by Hawaiian to purchase new aircraft.

Condensed consolidating financial statements are presented in the following tables:

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
Three months ended March 31, 2015
 
 
Parent Issuer /
Guarantor
 
Subsidiary
Issuer /
Guarantor
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(in thousands)
Operating Revenue
 
$

 
$
539,207

 
$
1,173

 
$
(100
)
 
$
540,280

Operating Expenses:
 
 

 
 

 
 

 
 

 
 

Aircraft fuel, including taxes and delivery
 

 
111,327

 

 

 
111,327

Wages and benefits
 

 
120,014

 

 

 
120,014

Aircraft rent
 

 
28,371

 

 

 
28,371

Maintenance materials and repairs
 

 
54,913

 
332

 

 
55,245

Aircraft and passenger servicing
 

 
28,316

 

 

 
28,316

Commissions and other selling
 
4

 
30,441

 
12

 
(29
)
 
30,428

Depreciation and amortization
 

 
24,432

 
747

 

 
25,179

Other rentals and landing fees
 

 
22,831

 

 

 
22,831

Other
 
1,985

 
45,321

 
170

 
(71
)
 
47,405

Total
 
1,989

 
465,966

 
1,261

 
(100
)
 
469,116

Operating Income (Loss)
 
(1,989
)
 
73,241

 
(88
)
 

 
71,164

Nonoperating Income (Expense):
 
 

 
 

 
 

 
 

 
 

Undistributed net income of subsidiaries
 
32,563

 

 

 
(32,563
)
 

Interest expense and amortization of debt discounts and issuance costs
 
(1,436
)
 
(14,082
)
 

 

 
(15,518
)
Interest income
 
56

 
580

 

 

 
636

Capitalized interest
 

 
1,293

 

 

 
1,293

Losses on fuel derivatives
 

 
(5,687
)
 

 

 
(5,687
)
Loss on extinguishment of debt
 
(6,955
)
 

 

 

 
(6,955
)
Other, net
 

 
(2,934
)
 

 

 
(2,934
)
Total
 
24,228

 
(20,830
)
 

 
(32,563
)
 
(29,165
)
Income (Loss) Before Income Taxes
 
22,239

 
52,411

 
(88
)
 
(32,563
)
 
41,999

Income tax expense (benefit)
 
(3,644
)
 
19,760

 

 

 
16,116

Net Income (Loss)
 
$
25,883

 
$
32,651

 
$
(88
)
 
$
(32,563
)
 
$
25,883

Comprehensive Income (Loss)
 
$
27,043

 
$
33,811

 
$
(88
)
 
$
(33,723
)
 
$
27,043



19



Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
Three months ended March 31, 2014
 
 
Parent Issuer /
Guarantor
 
Subsidiary
Issuer /
Guarantor
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(in thousands)
Operating Revenue
 
$

 
$
524,327

 
$
631

 
$
(100
)
 
$
524,858

Operating Expenses:
 
 

 
 

 
 

 
 

 
 

Aircraft fuel, including taxes and delivery
 

 
171,139

 

 

 
171,139

Wages and benefits
 

 
107,494

 

 

 
107,494

Aircraft rent
 

 
26,279

 

 

 
26,279

Maintenance materials and repairs
 

 
58,298

 
12

 

 
58,310

Aircraft and passenger servicing
 

 
30,221

 

 

 
30,221

Commissions and other selling
 

 
31,347

 
13

 
(25
)
 
31,335

Depreciation and amortization
 

 
22,712

 
99

 

 
22,811

Other rentals and landing fees
 

 
20,562

 

 

 
20,562

Other
 
1,262

 
45,136

 
347

 
(75
)
 
46,670

Total
 
1,262

 
513,188

 
471

 
(100
)
 
514,821

Operating Income (Loss)
 
(1,262
)
 
11,139

 
160

 

 
10,037

Nonoperating Income (Expense):
 
 

 
 

 
 

 
 

 
 

Undistributed net loss of subsidiaries
 
(2,807
)
 

 

 
2,807

 

Interest expense and amortization of debt discounts and issuance costs
 
(2,180
)
 
(12,830
)
 

 

 
(15,010
)
Interest income
 
39

 
180

 

 

 
219

Capitalized interest
 

 
2,776

 

 

 
2,776

Losses on fuel derivatives
 

 
(6,899
)
 

 

 
(6,899
)
Other, net
 

 
585

 

 

 
585

Total
 
(4,948
)
 
(16,188
)
 

 
2,807

 
(18,329
)
Income (Loss) Before Income Taxes
 
(6,210
)
 
(5,049
)
 
160

 
2,807

 
(8,292
)
Income tax benefit
 
(1,135
)
 
(2,082
)
 

 

 
(3,217
)
Net Income (Loss)
 
$
(5,075
)
 
$
(2,967
)
 
$
160

 
$
2,807

 
$
(5,075
)
Comprehensive Income (Loss)
 
$
(10,326
)
 
$
(8,218
)
 
$
160

 
$
8,058

 
$
(10,326
)



20



Condensed Consolidating Balance Sheets
March 31, 2015
 
 
Parent Issuer /
Guarantor
 
Subsidiary
Issuer /
Guarantor
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(in thousands)
ASSETS
 
 

 
 

 
 

 
 

 
 

Current assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
65,356

 
$
155,165

 
$
5,595

 
$

 
$
226,116

Restricted cash
 

 
5,000

 

 

 
5,000

Short-term investments
 

 
262,131

 

 

 
262,131

Accounts receivable, net
 
63

 
96,838

 
80

 
(448
)
 
96,533

Spare parts and supplies, net
 

 
19,108

 

 

 
19,108

Deferred tax assets, net
 

 
22,703

 

 

 
22,703

Prepaid expenses and other
 
61

 
46,839

 
119

 

 
47,019

Total
 
65,480

 
607,784

 
5,794

 
(448
)
 
678,610

Property and equipment at cost
 

 
1,990,746

 
34,738

 

 
2,025,484

Less accumulated depreciation and amortization
 

 
(365,128
)
 
(2,976
)
 

 
(368,104
)
Property and equipment, net
 

 
1,625,618

 
31,762

 

 
1,657,380

Long-term prepayments and other
 
48

 
92,253

 
500

 

 
92,801

Deferred tax assets, net
 
24,200

 

 

 
(24,200
)
 

Goodwill and other intangible assets, net
 

 
127,303

 

 

 
127,303

Intercompany receivable
 

 
162,479

 

 
(162,479
)