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
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.
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.
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.
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.
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.
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 | ) |
|
| | | | | | | | | | | | | | | | | | | | |
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 |
|
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 |
|
|
| | | | | | | | | | | | | | | | |
| | 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.
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.
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 | ) |
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. |
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.
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.
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.
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.
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 |
|
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 | ) |
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 | ) |