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, 2016
.
2. Significant Accounting Policies
Recently Adopted Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, requiring an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. ASU 2017-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption only permitted in the first quarter of 2017. The Company early adopted this standard during the first quarter of 2017. The adoption of ASU 2017-07 resulted in a reclassification of
$5.1
million from wages and benefits to other components of net periodic benefit cost on the Company's consolidated statement of operations for
three months ended March 31, 2016
.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash, requiring restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company early adopted this standard during the first quarter of 2017. Restricted cash is now included as a component of cash, cash equivalents, and restricted cash on the Company's condensed consolidated statement of cash flows. The inclusion of restricted cash increased the beginning balances of the condensed consolidated statement of cash flows by
$5.0 million
and the ending balances by
$1.0 million
and
$5.0 million
for the
three months ended March 31, 2017
and
2016
, respectively.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company early adopted this standard during the first quarter of 2017. The adoption of this guidance did not impact the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, requiring all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. ASU 2016-09 will also allow an employer to withhold more shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016. The Company adopted this standard during the first quarter of 2017. The primary impact of the adoption of the standard on the Company's consolidated financial statements was the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital, which reduced income tax expense by
$5.2 million
for the three months ended March 31, 2017.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases, requiring a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. ASU 2016-02 requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited. The Company is currently evaluating the effect that the provisions of ASU 2016-02 will have on its consolidated financial statements and related disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, 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. ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and allows for either full retrospective or modified retrospective adoption.
The Company is currently evaluating the overall effect that the provisions of ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has determined that the new standard, once effective, will affect frequent flyer, ticket breakage, and airline ticket change fee accounting. The standard will preclude the Company from applying the incremental cost method of accounting for free travel awards earned by passengers issued from the
HawaiianMiles
program through flight activity. The Company will instead be required to allocate consideration received between the ticket and miles earned by passengers and defer the value of the miles until redemption, resulting in a significant increase to the deferred revenue liability on the balance sheet. Passenger revenue is currently recognized for unflown tickets when tickets expire unused. Under the new standard, the Company expects to estimate tickets that will expire unused and recognize revenue at the ticketed flight date. Fees for changing itineraries are currently recognized when received. The Company expects to defer the recognition of these fees until the related transportation is provided. Amounts currently classified in other revenue (e.g. bag and other ancillary fees) will be reclassified to passenger revenue. These changes could have a significant impact on the Company's financial statements.
3. Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (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 is presented
|
|
2017
|
|
2016
|
|
|
|
(in thousands)
|
|
|
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
Foreign currency derivative gains, net
|
|
$
|
(1,212
|
)
|
|
$
|
(2,653
|
)
|
|
Passenger revenue
|
Interest rate derivative gains
|
|
—
|
|
|
(291
|
)
|
|
Interest expense
|
Total before tax
|
|
(1,212
|
)
|
|
(2,944
|
)
|
|
|
Tax expense
|
|
459
|
|
|
1,114
|
|
|
|
Total, net of tax
|
|
$
|
(753
|
)
|
|
$
|
(1,830
|
)
|
|
|
Amortization of defined benefit plan items
|
|
|
|
|
|
|
|
|
Actuarial loss
|
|
$
|
2,228
|
|
|
$
|
1,915
|
|
|
Other components of net periodic benefit cost
|
Prior service cost
|
|
60
|
|
|
57
|
|
|
Other components of net periodic benefit cost
|
Total before tax
|
|
2,288
|
|
|
1,972
|
|
|
|
Tax benefit
|
|
(867
|
)
|
|
(746
|
)
|
|
|
Total, net of tax
|
|
$
|
1,421
|
|
|
$
|
1,226
|
|
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
Realized gain on sales of investments, net
|
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
Other nonoperating income
|
Total before tax
|
|
(8
|
)
|
|
(3
|
)
|
|
|
Tax expense
|
|
3
|
|
|
1
|
|
|
|
Total, net of tax
|
|
(5
|
)
|
|
$
|
(2
|
)
|
|
|
Total reclassifications for the period
|
|
$
|
663
|
|
|
$
|
(606
|
)
|
|
|
A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes, for the
three months ended March 31, 2017 and 2016
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017
|
|
Interest Rate Derivatives
|
|
Foreign Currency Derivatives
|
|
Defined Benefit
Plan Items
|
|
Short-Term Investments
|
|
Total
|
|
|
(in thousands)
|
Beginning balance
|
|
$
|
—
|
|
|
$
|
7,071
|
|
|
$
|
(110,202
|
)
|
|
$
|
(362
|
)
|
|
$
|
(103,493
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
—
|
|
|
(6,344
|
)
|
|
47
|
|
|
91
|
|
|
(6,206
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(753
|
)
|
|
1,421
|
|
|
(5
|
)
|
|
663
|
|
Net current-period other comprehensive income (loss)
|
|
—
|
|
|
(7,097
|
)
|
|
1,468
|
|
|
86
|
|
|
(5,543
|
)
|
Ending balance
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
(108,734
|
)
|
|
$
|
(276
|
)
|
|
$
|
(109,036
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016
|
|
Interest Rate Derivatives
|
|
Foreign Currency Derivatives
|
|
Defined Benefit Plan Items
|
|
Short-Term Investments
|
|
Total
|
|
|
(in thousands)
|
Beginning balance
|
|
$
|
81
|
|
|
$
|
4,879
|
|
|
$
|
(103,865
|
)
|
|
$
|
(372
|
)
|
|
$
|
(99,277
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(668
|
)
|
|
(5,730
|
)
|
|
(299
|
)
|
|
534
|
|
|
(6,163
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
(181
|
)
|
|
(1,649
|
)
|
|
1,226
|
|
|
(2
|
)
|
|
(606
|
)
|
Net current-period other comprehensive income (loss)
|
|
(849
|
)
|
|
(7,379
|
)
|
|
927
|
|
|
532
|
|
|
(6,769
|
)
|
Ending balance
|
|
$
|
(768
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
(102,938
|
)
|
|
$
|
160
|
|
|
$
|
(106,046
|
)
|
4. Earnings Per Share
Basic earnings per share, which excludes dilution, is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period.
Diluted earnings 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. For the
three months ended March 31, 2017
and
2016
, anti-dilutive shares excluded from the calculation of diluted earnings per share were not material.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(in thousands, except for per share data)
|
Numerator:
|
|
|
|
|
|
|
Net Income
|
|
$
|
36,912
|
|
|
$
|
51,466
|
|
Denominator:
|
|
|
|
|
|
|
Weighted average common stock shares outstanding - Basic
|
|
53,562
|
|
|
53,656
|
|
Assumed exercise of stock options and awards
|
|
418
|
|
|
275
|
|
Assumed conversion of convertible note premium
|
|
—
|
|
|
24
|
|
Weighted average common stock shares outstanding - Diluted
|
|
53,980
|
|
|
53,955
|
|
Net Income Per Share
|
|
|
|
|
|
|
Basic
|
|
$
|
0.69
|
|
|
$
|
0.96
|
|
Diluted
|
|
$
|
0.68
|
|
|
$
|
0.95
|
|
Stock Repurchase Program
In April 2015, the Company's Board of Directors approved a stock repurchase program under which the Company may repurchase up to
$100 million
of its outstanding common stock over a
two
-year period through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. The stock repurchase program is subject to modification or termination at any time. The Company had
no
stock repurchase activity during the
three months ended March 31, 2017
. As of
March 31, 2017
, the Company had
$46.0 million
remaining to spend under the stock repurchase program.
In April 2017, the Company's Board of Directors approved a modification to the stock repurchase program. Such modification extends the stock repurchase program through May 2019 and increases the current share authorization to
$100 million
of the Company's outstanding common stock.
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, 2017
and
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
March 31, 2017
|
|
(in thousands)
|
Corporate debt
|
|
$
|
174,885
|
|
|
$
|
54
|
|
|
$
|
(285
|
)
|
|
$
|
174,654
|
|
U.S. government and agency debt
|
|
49,120
|
|
|
10
|
|
|
(131
|
)
|
|
48,999
|
|
Municipal bonds
|
|
23,537
|
|
|
9
|
|
|
(59
|
)
|
|
23,487
|
|
Other fixed income securities
|
|
26,560
|
|
|
—
|
|
|
—
|
|
|
26,560
|
|
Total short-term investments
|
|
$
|
274,102
|
|
|
$
|
73
|
|
|
$
|
(475
|
)
|
|
$
|
273,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
December 31, 2016
|
|
(in thousands)
|
Corporate debt
|
|
$
|
171,139
|
|
|
$
|
84
|
|
|
$
|
(357
|
)
|
|
$
|
170,866
|
|
U.S. government and agency debt
|
|
53,916
|
|
|
8
|
|
|
(134
|
)
|
|
53,790
|
|
Municipal bonds
|
|
22,893
|
|
|
1
|
|
|
(144
|
)
|
|
22,750
|
|
Other fixed income securities
|
|
36,670
|
|
|
—
|
|
|
(1
|
)
|
|
36,669
|
|
Total short-term investments
|
|
$
|
284,618
|
|
|
$
|
93
|
|
|
$
|
(636
|
)
|
|
$
|
284,075
|
|
Contractual maturities of short-term investments as of
March 31, 2017
are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 Year
|
|
1 to 5 Years
|
|
Total
|
|
|
(in thousands)
|
Corporate debt
|
|
$
|
73,640
|
|
|
$
|
101,014
|
|
|
$
|
174,654
|
|
U.S. government and agency debt
|
|
17,924
|
|
|
31,075
|
|
|
48,999
|
|
Municipal bonds
|
|
7,042
|
|
|
16,445
|
|
|
23,487
|
|
Other fixed income securities
|
|
23,934
|
|
|
2,626
|
|
|
26,560
|
|
Total short-term investments
|
|
$
|
122,540
|
|
|
$
|
151,160
|
|
|
$
|
273,700
|
|
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) defines fair value as 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, 2017
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
(in thousands)
|
Cash equivalents
|
|
$
|
259,654
|
|
|
$
|
230,681
|
|
|
$
|
28,973
|
|
|
$
|
—
|
|
Restricted cash
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
Short-term investments
|
|
273,700
|
|
|
—
|
|
|
273,700
|
|
|
—
|
|
Fuel derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil call options
|
|
4,597
|
|
|
—
|
|
|
4,597
|
|
|
—
|
|
Heating oil swaps
|
|
876
|
|
|
—
|
|
|
876
|
|
|
—
|
|
Foreign currency derivatives
|
|
5,353
|
|
|
—
|
|
|
5,353
|
|
|
—
|
|
Total assets measured at fair value
|
|
$
|
545,180
|
|
|
$
|
231,681
|
|
|
$
|
313,499
|
|
|
$
|
—
|
|
Fuel derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Heating oil swaps
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
146
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
|
5,443
|
|
|
—
|
|
|
5,443
|
|
|
—
|
|
Total liabilities measured at fair value
|
|
$
|
5,589
|
|
|
$
|
—
|
|
|
$
|
5,589
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2016
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
(in thousands)
|
Cash equivalents
|
|
$
|
123,120
|
|
|
$
|
104,113
|
|
|
$
|
19,007
|
|
|
$
|
—
|
|
Restricted cash
|
|
5,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
Short-term investments
|
|
284,075
|
|
|
—
|
|
|
284,075
|
|
|
—
|
|
Fuel derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil call options
|
|
8,489
|
|
|
—
|
|
|
8,489
|
|
|
—
|
|
Heating oil swaps
|
|
6,601
|
|
|
—
|
|
|
6,601
|
|
|
—
|
|
Foreign currency derivatives
|
|
12,906
|
|
|
—
|
|
|
12,906
|
|
|
—
|
|
Total assets measured at fair value
|
|
$
|
440,191
|
|
|
$
|
109,113
|
|
|
$
|
331,078
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
|
1,469
|
|
|
—
|
|
|
1,469
|
|
|
—
|
|
Total liabilities measured at fair value
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
Cash equivalents.
The Company's level 1 cash equivalents consist of money market securities and the level 2 cash equivalents consist of U.S. agency bonds, mutual funds, 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 consists of cash held as collateral by institutions that process our credit card transactions for advanced ticket sales, which is valued similarly to the money market securities held as cash equivalents.
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 swaps and crude oil call options 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.
The table below presents the Company’s debt (excluding obligations under capital leases) measured at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Debt
|
March 31, 2017
|
|
December 31, 2016
|
Carrying
|
|
Fair Value
|
|
Carrying
|
|
Fair Value
|
Amount
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Amount
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
(in thousands)
|
$
|
463,068
|
|
|
$
|
466,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
466,147
|
|
|
$
|
481,874
|
|
|
$
|
484,734
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
484,734
|
|
The fair value estimates of the Company’s debt were based on the discounted amount of future cash flows using the Company’s current incremental rate of borrowing for similar instruments.
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, 2017
, the Company primarily used heating oil swaps and crude oil call options 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
|
|
2017
|
|
2016
|
|
|
(in thousands)
|
Gains (losses) realized at settlement
|
|
$
|
2,589
|
|
|
$
|
(19,025
|
)
|
Reversal of prior period unrealized amounts
|
|
(7,947
|
)
|
|
17,810
|
|
Unrealized losses that will settle in future periods
|
|
(3,440
|
)
|
|
(850
|
)
|
Losses on fuel derivatives recorded as Nonoperating Income (expense)
|
|
$
|
(8,798
|
)
|
|
$
|
(2,065
|
)
|
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 (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 expects to reclassify a net loss of approximately
$0.4 million
into earnings over the next
12 months
from AOCI based on the values at
March 31, 2017
.
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency derivatives
|
|
Other accrued liabilities
|
|
16,327,950 Japanese Yen
43,378 Australian Dollars
|
|
March 2018
|
|
4,064
|
|
|
(4,820
|
)
|
|
(756
|
)
|
|
|
Long-term prepayments and other
|
|
4,752,925 Japanese Yen
7,104 Australian Dollars
|
|
March 2019
|
|
1,284
|
|
|
(498
|
)
|
|
786
|
|
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency derivatives
|
|
Other accrued liabilities
|
|
882,350 Japanese Yen
1,928 Australian Dollars
|
|
June 2017
|
|
5
|
|
|
(125
|
)
|
|
(120
|
)
|
Fuel derivative contracts
|
|
Prepaid expenses and other
|
|
89,754 gallons
|
|
March 2018
|
|
5,473
|
|
|
(146
|
)
|
|
5,327
|
|
Derivative position as of
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency derivatives
|
|
Prepaid expenses and other
|
|
16,121,500 Japanese Yen
41,917 Australian Dollars
|
|
December 2017
|
|
9,803
|
|
|
(1,349
|
)
|
|
8,454
|
|
|
|
Long-term prepayments and other
|
|
4,371,900 Japanese Yen
8,434 Australian Dollars
|
|
December 2018
|
|
2,632
|
|
|
(59
|
)
|
|
2,573
|
|
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency derivatives
|
|
Prepaid expenses and other
|
|
879,050 Japanese Yen
5,802 Australian Dollars
|
|
March 2017
|
|
471
|
|
|
(61
|
)
|
|
410
|
|
Fuel derivative contracts
|
|
Prepaid expenses and other
|
|
17,850 gallons
|
|
December 2017
|
|
15,090
|
|
|
—
|
|
|
15,090
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
(in thousands)
|
Foreign currency derivatives
|
|
$
|
10,210
|
|
|
$
|
9,217
|
|
|
$
|
(1,212
|
)
|
|
$
|
(2,653
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate derivatives
|
|
—
|
|
|
923
|
|
|
—
|
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
Risk and Collateral
Financial derivative instruments expose the Company to possible credit loss in the event the counterparties 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) regularly 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.
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, 2017
and
December 31, 2016
.
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, 2017
, the expected maturities of long-term debt for the remainder of
2017
and the next four years, and thereafter, were as follows (in thousands):
|
|
|
|
|
Remaining months in 2017
|
$
|
29,996
|
|
2018
|
48,244
|
|
2019
|
72,927
|
|
2020
|
21,413
|
|
2021
|
49,060
|
|
Thereafter
|
241,428
|
|
|
$
|
463,068
|
|
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.
As of
March 31, 2017
, 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 in 2017
|
$
|
89,912
|
|
|
$
|
4,119
|
|
2018
|
118,017
|
|
|
7,137
|
|
2019
|
117,872
|
|
|
6,849
|
|
2020
|
97,717
|
|
|
6,682
|
|
2021
|
64,730
|
|
|
6,760
|
|
Thereafter
|
222,227
|
|
|
107,751
|
|
|
$
|
710,475
|
|
|
$
|
139,298
|
|
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
|
|
2017
|
|
2016
|
|
|
(in thousands)
|
Service cost
|
|
$
|
3,813
|
|
|
$
|
3,713
|
|
Other cost:
|
|
|
|
|
Interest cost
|
|
7,259
|
|
|
7,582
|
|
Expected return on plan assets
|
|
(4,796
|
)
|
|
(4,472
|
)
|
Recognized net actuarial loss
|
|
2,287
|
|
|
1,973
|
|
Total other components of the net periodic benefit cost
|
|
4,750
|
|
|
5,083
|
|
Net periodic benefit cost
|
|
$
|
8,563
|
|
|
$
|
8,796
|
|
The Company contributed
$6.4 million
and
$0.3 million
to its defined benefit and other postretirement plans during the
three months ended March 31, 2017
and
2016
, respectively.
On March 24, 2017, the Company announced the ratification of a
63
-month contract amendment with its pilots as represented by the Air Line Pilots Association (ALPA). As further discussed in Note 12, during the three months ended March 31, 2017, the Company accrued a one-time payment to reduce the future 401K employer contribution for certain pilot groups, which is not
recoverable once paid. In the second half of 2017, the Company currently estimates to make a one-time cash payment between
$100 million
and
$110 million
to settle a portion of its outstanding other post-retirement plan obligation with its pilots. The Company currently estimates to also incur a financial charge between
$10 million
and
$15 million
related to the settlement when it occurs.
11. Commitments and Contingent Liabilities
Commitments
As of
March 31, 2017
, 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
|
|
1
|
|
|
—
|
|
|
In 2017
|
A321neo aircraft
|
|
16
|
|
|
9
|
|
|
Between 2017 and 2020
|
A330-800neo aircraft
|
|
6
|
|
|
6
|
|
|
Between 2019 and 2021
|
Pratt & Whitney spare engines:
|
|
|
|
|
|
|
|
|
A321neo spare engines
|
|
3
|
|
|
2
|
|
|
Between 2017 and 2019
|
Rolls-Royce spare engines:
|
|
|
|
|
|
|
|
|
A330-800neo spare engines
|
|
2
|
|
|
2
|
|
|
Between 2019 and 2026
|
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 IT, accounting services, and a capacity purchase agreement through 2024.
Committed capital and operating expenditures include escalation amounts based on estimates. The gross committed expenditures and committed payments for those deliveries as of
March 31, 2017
are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
Operating
|
|
Total Committed
Expenditures
|
|
|
(in thousands)
|
Remaining in 2017
|
|
$
|
204,880
|
|
|
$
|
59,351
|
|
|
$
|
264,231
|
|
2018
|
|
409,234
|
|
|
64,378
|
|
|
473,612
|
|
2019
|
|
489,159
|
|
|
58,683
|
|
|
547,842
|
|
2020
|
|
236,380
|
|
|
57,316
|
|
|
293,696
|
|
2021
|
|
165,643
|
|
|
54,974
|
|
|
220,617
|
|
Thereafter
|
|
129,870
|
|
|
390,870
|
|
|
520,740
|
|
|
|
$
|
1,635,166
|
|
|
$
|
685,572
|
|
|
$
|
2,320,738
|
|
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
$1.0 million
at
March 31, 2017
and
$5.0 million
at
December 31, 2016
.
In the event of a material adverse change in the Company's 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. Special Items
In February 2017, the Company reached a tentative agreement with ALPA, covering the Company's pilots. In March 2017, Company received notice from ALPA that the agreement was ratified by its members. The agreement is effective April 1, 2017 and has a term of
63
-months. The contract includes (amongst other various benefits) a pay adjustment and ratification bonus computed based on previous service. During the three months ended March 31, 2017, the Company accrued
$18.7 million
related to (1) a one-time payment to reduce the future 401K employer contribution for certain pilot groups, which is not recoverable once paid, and (2) a one-time true up of the pilot vacation accrual at the new negotiated contract rates.
13. Supplemental Cash Flow Information
Non-cash investing and financing activities for the
three months ended March 31, 2017
and
2016
were as follows:
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
2017
|
|
2016
|
|
(in thousands)
|
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
Property and equipment acquired through a capital lease
|
$
|
—
|
|
|
$
|
9,104
|
|
14. 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 14
as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this
Note 14
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
Operating Revenue
|
|
$
|
—
|
|
|
$
|
612,543
|
|
|
$
|
1,746
|
|
|
$
|
(104
|
)
|
|
$
|
614,185
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages and benefits
|
|
—
|
|
|
151,053
|
|
|
—
|
|
|
—
|
|
|
151,053
|
|
Aircraft fuel, including taxes and delivery
|
|
—
|
|
|
103,538
|
|
|
—
|
|
|
—
|
|
|
103,538
|
|
Maintenance materials and repairs
|
|
—
|
|
|
57,293
|
|
|
2,111
|
|
|
—
|
|
|
59,404
|
|
Aircraft and passenger servicing
|
|
—
|
|
|
33,458
|
|
|
—
|
|
|
—
|
|
|
33,458
|
|
Commissions and other selling
|
|
6
|
|
|
33,207
|
|
|
19
|
|
|
(46
|
)
|
|
33,186
|
|
Aircraft rent
|
|
—
|
|
|
33,135
|
|
|
—
|
|
|
—
|
|
|
33,135
|
|
Other rentals and landing fees
|
|
—
|
|
|
28,336
|
|
|
—
|
|
|
—
|
|
|
28,336
|
|
Depreciation and amortization
|
|
—
|
|
|
26,517
|
|
|
951
|
|
|
—
|
|
|
27,468
|
|
Purchased services
|
|
106
|
|
|
26,354
|
|
|
192
|
|
|
(15
|
)
|
|
26,637
|
|
Special charges
|
|
—
|
|
|
18,679
|
|
|
—
|
|
|
—
|
|
|
18,679
|
|
Other
|
|
1,152
|
|
|
30,453
|
|
|
435
|
|
|
(43
|
)
|
|
31,997
|
|
Total
|
|
1,264
|
|
|
542,023
|
|
|
3,708
|
|
|
(104
|
)
|
|
546,891
|
|
Operating Income (Loss)
|
|
(1,264
|
)
|
|
70,520
|
|
|
(1,962
|
)
|
|
—
|
|
|
67,294
|
|
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net income of subsidiaries
|
|
37,002
|
|
|
—
|
|
|
—
|
|
|
(37,002
|
)
|
|
—
|
|
Interest expense and amortization of debt discounts and issuance costs
|
|
—
|
|
|
(8,003
|
)
|
|
—
|
|
|
—
|
|
|
(8,003
|
)
|
Other components of net periodic pension cost
|
|
—
|
|
|
(4,751
|
)
|
|
—
|
|
|
—
|
|
|
(4,751
|
)
|
Interest income
|
|
70
|
|
|
1,082
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
Capitalized interest
|
|
—
|
|
|
1,760
|
|
|
—
|
|
|
—
|
|
|
1,760
|
|
Losses on fuel derivatives
|
|
—
|
|
|
(8,798
|
)
|
|
—
|
|
|
—
|
|
|
(8,798
|
)
|
Other, net
|
|
—
|
|
|
2,828
|
|
|
—
|
|
|
—
|
|
|
2,828
|
|
Total
|
|
37,072
|
|
|
(15,882
|
)
|
|
—
|
|
|
(37,002
|
)
|
|
(15,812
|
)
|
Income (Loss) Before Income Taxes
|
|
35,808
|
|
|
54,638
|
|
|
(1,962
|
)
|
|
(37,002
|
)
|
|
51,482
|
|
Income tax expense (benefit)
|
|
(1,104
|
)
|
|
15,674
|
|
|
—
|
|
|
—
|
|
|
14,570
|
|
Net Income (Loss)
|
|
$
|
36,912
|
|
|
$
|
38,964
|
|
|
$
|
(1,962
|
)
|
|
$
|
(37,002
|
)
|
|
$
|
36,912
|
|
Comprehensive Income (Loss)
|
|
$
|
31,369
|
|
|
$
|
33,421
|
|
|
$
|
(1,962
|
)
|
|
$
|
(31,459
|
)
|
|
$
|
31,369
|
|
Condensed Consolidating Statements of Operations and
Comprehensive Income (Loss)
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
Operating Revenue
|
|
$
|
—
|
|
|
$
|
550,134
|
|
|
$
|
1,163
|
|
|
$
|
(117
|
)
|
|
$
|
551,180
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft fuel, including taxes and delivery
|
|
—
|
|
|
69,900
|
|
|
—
|
|
|
—
|
|
|
69,900
|
|
Wages and benefits
|
|
—
|
|
|
128,561
|
|
|
—
|
|
|
—
|
|
|
128,561
|
|
Aircraft rent
|
|
—
|
|
|
29,388
|
|
|
—
|
|
|
—
|
|
|
29,388
|
|
Maintenance materials and repairs
|
|
—
|
|
|
59,100
|
|
|
1,404
|
|
|
—
|
|
|
60,504
|
|
Aircraft and passenger servicing
|
|
—
|
|
|
28,551
|
|
|
—
|
|
|
—
|
|
|
28,551
|
|
Commissions and other selling
|
|
1
|
|
|
33,052
|
|
|
16
|
|
|
(38
|
)
|
|
33,031
|
|
Depreciation and amortization
|
|
—
|
|
|
26,399
|
|
|
747
|
|
|
—
|
|
|
27,146
|
|
Other rentals and landing fees
|
|
—
|
|
|
24,434
|
|
|
—
|
|
|
—
|
|
|
24,434
|
|
Purchased services
|
|
35
|
|
|
22,640
|
|
|
72
|
|
|
(15
|
)
|
|
22,732
|
|
Other
|
|
1,326
|
|
|
28,596
|
|
|
125
|
|
|
(64
|
)
|
|
29,983
|
|
Total
|
|
1,362
|
|
|
450,621
|
|
|
2,364
|
|
|
(117
|
)
|
|
454,230
|
|
Operating Income (Loss)
|
|
(1,362
|
)
|
|
99,513
|
|
|
(1,201
|
)
|
|
—
|
|
|
96,950
|
|
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net income of subsidiaries
|
|
51,816
|
|
|
—
|
|
|
—
|
|
|
(51,816
|
)
|
|
—
|
|
Interest expense and amortization of debt discounts and issuance costs
|
|
117
|
|
|
(11,121
|
)
|
|
—
|
|
|
—
|
|
|
(11,004
|
)
|
Other components of net periodic pension cost
|
|
—
|
|
|
(5,082
|
)
|
|
—
|
|
|
—
|
|
|
(5,082
|
)
|
Interest income
|
|
59
|
|
|
785
|
|
|
—
|
|
|
—
|
|
|
844
|
|
Capitalized interest
|
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
225
|
|
Losses on fuel derivatives
|
|
—
|
|
|
(2,065
|
)
|
|
—
|
|
|
—
|
|
|
(2,065
|
)
|
Loss on extinguishment of debt
|
|
—
|
|
|
(3,350
|
)
|
|
—
|
|
|
—
|
|
|
(3,350
|
)
|
Other, net
|
|
—
|
|
|
6,586
|
|
|
—
|
|
|
—
|
|
|
6,586
|
|
Total
|
|
51,992
|
|
|
(14,022
|
)
|
|
—
|
|
|
(51,816
|
)
|
|
(13,846
|
)
|
Income (Loss) Before Income Taxes
|
|
50,630
|
|
|
85,491
|
|
|
(1,201
|
)
|
|
(51,816
|
)
|
|
83,104
|
|
Income tax expense (benefit)
|
|
(836
|
)
|
|
32,474
|
|
|
—
|
|
|
—
|
|
|
31,638
|
|
Net Income (Loss)
|
|
$
|
51,466
|
|
|
$
|
53,017
|
|
|
$
|
(1,201
|
)
|
|
$
|
(51,816
|
)
|
|
$
|
51,466
|
|
Comprehensive Income (Loss)
|
|
$
|
44,697
|
|
|
$
|
46,248
|
|
|
$
|
(1,201
|
)
|
|
$
|
(45,047
|
)
|
|
$
|
44,697
|
|
Condensed Consolidating Balance Sheets
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
68,070
|
|
|
$
|
391,405
|
|
|
$
|
7,314
|
|
|
$
|
—
|
|
|
$
|
466,789
|
|
Restricted cash
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
Short-term investments
|
|
—
|
|
|
273,700
|
|
|
—
|
|
|
|
|
|
273,700
|
|
Accounts receivable, net
|
|
28
|
|
|
103,073
|
|
|
1,693
|
|
|
(309
|
)
|
|
104,485
|
|
Spare parts and supplies, net
|
|
—
|
|
|
18,622
|
|
|
—
|
|
|
—
|
|
|
18,622
|
|
Prepaid expenses and other
|
|
106
|
|
|
49,072
|
|
|
265
|
|
|
—
|
|
|
49,443
|
|
Total
|
|
68,204
|
|
|
836,872
|
|
|
9,272
|
|
|
(309
|
)
|
|
914,039
|
|
Property and equipment at cost
|
|
—
|
|
|
2,089,033
|
|
|
70,731
|
|
|
—
|
|
|
2,159,764
|
|
Less accumulated depreciation and amortization
|
|
—
|
|
|
(471,416
|
)
|
|
(9,198
|
)
|
|
—
|
|
|
(480,614
|
)
|
Property and equipment, net
|
|
—
|
|
|
1,617,617
|
|
|
61,533
|
|
|
—
|
|
|
1,679,150
|
|
Long-term prepayments and other
|
|
—
|
|
|
126,231
|
|
|
—
|
|
|
—
|
|
|
126,231
|
|
Deferred tax assets, net
|
|
29,861
|
|
|
—
|
|
|
—
|
|
|
(29,861
|
)
|
|
—
|
|
Goodwill and other intangible assets, net
|
|
—
|
|
|
121,237
|
|
|
1,502
|
|
|
—
|
|
|
122,739
|
|
Intercompany receivable
|
|
—
|
|
|
290,111
|
|
|
—
|
|
|
(290,111
|
)
|
|
—
|
|
Investment in consolidated subsidiaries
|
|
887,587
|
|
|
—
|
|
|
—
|
|
|
(887,587
|
)
|
|
—
|
|
TOTAL ASSETS
|
|
$
|
985,652
|
|
|
$
|
2,992,068
|
|
|
$
|
72,307
|
|
|
$
|
(1,207,868
|
)
|
|
$
|
2,842,159
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
524
|
|
|
$
|
121,240
|
|
|
$
|
2,805
|
|
|
$
|
(309
|
)
|
|
$
|
124,260
|
|
Air traffic liability
|
|
—
|
|
|
602,352
|
|
|
4,044
|
|
|
—
|
|
|
606,396
|
|
Other accrued liabilities
|
|
487
|
|
|
176,150
|
|
|
263
|
|
|
—
|
|
|
176,900
|
|
Current maturities of long-term debt, less discount, and capital lease obligations
|
|
—
|
|
|
58,359
|
|
|
—
|
|
|
—
|
|
|
58,359
|
|
Total
|
|
1,011
|
|
|
958,101
|
|
|
7,112
|
|
|
(309
|
)
|
|
965,915
|
|
Long-term debt and capital lease obligations
|
|
—
|
|
|
477,169
|
|
|
—
|
|
|
—
|
|
|
477,169
|
|
Intercompany payable
|
|
278,928
|
|
|
—
|
|
|
11,183
|
|
|
(290,111
|
)
|
|
—
|
|
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Accumulated pension and other postretirement benefit obligations
|
|
—
|
|
|
355,074
|
|
|
—
|
|
|
—
|
|
|
355,074
|
|
Other liabilities and deferred credits
|
|
—
|
|
|
170,398
|
|
|
834
|
|
|
|
|
|
171,232
|
|
Deferred tax liabilities, net
|
|
—
|
|
|
196,917
|
|
|
—
|
|
|
(29,861
|
)
|
|
167,056
|
|
Total
|
|
—
|
|
|
722,389
|
|
|
834
|
|
|
(29,861
|
)
|
|
693,362
|
|
Shareholders’ equity
|
|
705,713
|
|
|
834,409
|
|
|
53,178
|
|
|
(887,587
|
)
|
|
705,713
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
985,652
|
|
|
$
|
2,992,068
|
|
|
$
|
72,307
|
|
|
$
|
(1,207,868
|
)
|
|
$
|
2,842,159
|
|
Condensed Consolidating Balance Sheets
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
67,629
|
|
|
$
|
249,985
|
|
|
$
|
8,377
|
|
|
$
|
—
|
|
|
$
|
325,991
|
|
Restricted cash
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
Short-term investments
|
|
—
|
|
|
284,075
|
|
|
—
|
|
|
—
|
|
|
284,075
|
|
Accounts receivable, net
|
|
28
|
|
|
94,852
|
|
|
1,392
|
|
|
(205
|
)
|
|
96,067
|
|
Spare parts and supplies, net
|
|
—
|
|
|
20,363
|
|
|
—
|
|
|
—
|
|
|
20,363
|
|
Prepaid expenses and other
|
|
29
|
|
|
66,665
|
|
|
46
|
|
|
—
|
|
|
66,740
|
|
Total
|
|
67,686
|
|
|
720,940
|
|
|
9,815
|
|
|
(205
|
)
|
|
798,236
|
|
Property and equipment at cost
|
|
—
|
|
|
2,038,931
|
|
|
69,867
|
|
|
—
|
|
|
2,108,798
|
|
Less accumulated depreciation and amortization
|
|
—
|
|
|
(445,868
|
)
|
|
(8,363
|
)
|
|
—
|
|
|
(454,231
|
)
|
Property and equipment, net
|
|
—
|
|
|
1,593,063
|
|
|
61,504
|
|
|
—
|
|
|
1,654,567
|
|
Long-term prepayments and other
|
|
—
|
|
|
132,724
|
|
|
—
|
|
|
—
|
|
|
132,724
|
|
Deferred tax assets, net
|
|
28,757
|
|
|
—
|
|
|
—
|
|
|
(28,757
|
)
|
|
—
|
|
Goodwill and other intangible assets, net
|
|
—
|
|
|
121,456
|
|
|
1,618
|
|
|
—
|
|
|
123,074
|
|
Intercompany receivable
|
|
—
|
|
|
277,732
|
|
|
—
|
|
|
(277,732
|
)
|
|
—
|
|
Investment in consolidated subsidiaries
|
|
855,289
|
|
|
—
|
|
|
—
|
|
|
(855,289
|
)
|
|
—
|
|
TOTAL ASSETS
|
|
$
|
951,732
|
|
|
$
|
2,845,915
|
|
|
$
|
72,937
|
|
|
$
|
(1,161,983
|
)
|
|
$
|
2,708,601
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
492
|
|
|
$
|
114,935
|
|
|
$
|
1,285
|
|
|
$
|
(205
|
)
|
|
$
|
116,507
|
|
Air traffic liability
|
|
—
|
|
|
478,109
|
|
|
4,387
|
|
|
—
|
|
|
482,496
|
|
Other accrued liabilities
|
|
4,088
|
|
|
167,864
|
|
|
262
|
|
|
—
|
|
|
172,214
|
|
Current maturities of long-term debt, less discount, and capital lease obligations
|
|
—
|
|
|
58,899
|
|
|
—
|
|
|
—
|
|
|
58,899
|
|
Total
|
|
4,580
|
|
|
819,807
|
|
|
5,934
|
|
|
(205
|
)
|
|
830,116
|
|
Long-term debt and capital lease obligations
|
|
—
|
|
|
497,908
|
|
|
—
|
|
|
—
|
|
|
497,908
|
|
Intercompany payable
|
|
266,699
|
|
|
—
|
|
|
11,033
|
|
|
(277,732
|
)
|
|
—
|
|
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Accumulated pension and other postretirement benefit obligations
|
|
—
|
|
|
355,968
|
|
|
—
|
|
|
—
|
|
|
355,968
|
|
Other liabilities and deferred credits
|
|
—
|
|
|
172,783
|
|
|
830
|
|
|
—
|
|
|
173,613
|
|
Deferred tax liabilities, net
|
|
—
|
|
|
199,300
|
|
|
—
|
|
|
(28,757
|
)
|
|
170,543
|
|
Total
|
|
—
|
|
|
728,051
|
|
|
830
|
|
|
(28,757
|
)
|
|
700,124
|
|
Shareholders’ equity
|
|
680,453
|
|
|
800,149
|
|
|
55,140
|
|
|
(855,289
|
)
|
|
680,453
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
951,732
|
|
|
$
|
2,845,915
|
|
|
$
|
72,937
|
|
|
$
|
(1,161,983
|
)
|
|
$
|
2,708,601
|
|
Condensed Consolidating Statements of Cash Flows
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
Net Cash Provided By (Used In) Operating Activities
|
|
$
|
(1,102
|
)
|
|
$
|
210,250
|
|
|
$
|
(199
|
)
|
|
|
|
|
$
|
208,949
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net payments to affiliates
|
|
—
|
|
|
(1,495
|
)
|
|
—
|
|
|
1,495
|
|
|
—
|
|
Additions to property and equipment, including pre-delivery deposits
|
|
—
|
|
|
(52,266
|
)
|
|
(864
|
)
|
|
—
|
|
|
(53,130
|
)
|
Purchases of investments
|
|
—
|
|
|
(68,155
|
)
|
|
—
|
|
|
—
|
|
|
(68,155
|
)
|
Sales of investments
|
|
—
|
|
|
78,301
|
|
|
—
|
|
|
—
|
|
|
78,301
|
|
Net cash used in investing activities
|
|
—
|
|
|
(43,615
|
)
|
|
(864
|
)
|
|
1,495
|
|
|
(42,984
|
)
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt and capital lease obligations
|
|
—
|
|
|
(21,872
|
)
|
|
—
|
|
|
—
|
|
|
(21,872
|
)
|
Net payments from affiliates
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
(1,495
|
)
|
|
—
|
|
Other
|
|
48
|
|
|
(7,343
|
)
|
|
—
|
|
|
—
|
|
|
(7,295
|
)
|
Net cash provided by (used in) financing activities
|
|
1,543
|
|
|
(29,215
|
)
|
|
—
|
|
|
(1,495
|
)
|
|
(29,167
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
441
|
|
|
137,420
|
|
|
(1,063
|
)
|
|
—
|
|
|
136,798
|
|
Cash, cash equivalents, & restricted cash - Beginning of Period
|
|
67,629
|
|
|
254,985
|
|
|
8,377
|
|
|
—
|
|
|
330,991
|
|
Cash, cash equivalents, & restricted cash - End of Period
|
|
$
|
68,070
|
|
|
$
|
392,405
|
|
|
$
|
7,314
|
|
|
$
|
—
|
|
|
$
|
467,789
|
|
Condensed Consolidating Statements of Cash Flows
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer /
Guarantor
|
|
Subsidiary
Issuer /
Guarantor
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(in thousands)
|
Net Cash Provided By (Used In) Operating Activities
|
|
$
|
(1,387
|
)
|
|
$
|
200,071
|
|
|
$
|
(179
|
)
|
|
$
|
—
|
|
|
$
|
198,505
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net payments to affiliates
|
|
—
|
|
|
(3,314
|
)
|
|
—
|
|
|
3,314
|
|
|
—
|
|
Additions to property and equipment, including pre-delivery deposits
|
|
—
|
|
|
(29,490
|
)
|
|
(527
|
)
|
|
—
|
|
|
(30,017
|
)
|
Proceeds from purchase assignment and leaseback transaction
|
|
—
|
|
|
31,851
|
|
|
—
|
|
|
—
|
|
|
31,851
|
|
Net proceeds from disposition of property and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of investments
|
|
—
|
|
|
(54,748
|
)
|
|
—
|
|
|
—
|
|
|
(54,748
|
)
|
Sales of investments
|
|
—
|
|
|
53,320
|
|
|
—
|
|
|
—
|
|
|
53,320
|
|
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(2,381
|
)
|
|
(527
|
)
|
|
3,314
|
|
|
406
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt and capital lease obligations
|
|
—
|
|
|
(82,303
|
)
|
|
—
|
|
|
—
|
|
|
(82,303
|
)
|
Repurchase of convertible notes
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
Net payments from affiliates
|
|
3,314
|
|
|
—
|
|
|
—
|
|
|
(3,314
|
)
|
|
—
|
|
Repurchases of Common Stock
|
|
(2,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,464
|
)
|
Other
|
|
148
|
|
|
(5,455
|
)
|
|
—
|
|
|
—
|
|
|
(5,307
|
)
|
Net cash used in financing activities
|
|
(428
|
)
|
|
(87,758
|
)
|
|
—
|
|
|
(3,314
|
)
|
|
(91,500
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
(1,815
|
)
|
|
109,932
|
|
|
(706
|
)
|
|
—
|
|
|
107,411
|
|
Cash, cash equivalents, & restricted cash - Beginning of Period
|
|
69,420
|
|
|
208,406
|
|
|
8,676
|
|
|
—
|
|
|
286,502
|
|
Cash, cash equivalents, & restricted cash - End of Period
|
|
$
|
67,605
|
|
|
$
|
318,338
|
|
|
$
|
7,970
|
|
|
$
|
—
|
|
|
$
|
393,913
|
|
Income Taxes
The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return.