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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☑
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2023
or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from
__________
to__________
Commission File Number: 000-49728
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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87-0617894 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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27-01 Queens Plaza North
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Long Island City
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New York
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11101
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(Address of principal executive offices) |
(Zip Code) |
(718) 286-7900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
JBLU |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
☑
Yes
☐
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
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 such
files).
☑
Yes
☐
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☑ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
☑
As of March 31, 2023, there were 327,900,975 shares
outstanding of the registrant’s common stock, par value
$0.01.
JETBLUE AIRWAYS CORPORATION
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
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March 31, 2023 |
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December 31, 2022 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ |
1,333 |
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$ |
1,042 |
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Investment securities |
204 |
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350 |
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Receivables, less allowance (2023-$3; 2022-$4)
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331 |
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317 |
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Inventories, less allowance (2023-$30; 2022-$29)
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76 |
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87 |
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Prepaid expenses and other |
154 |
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120 |
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Total current assets |
2,098 |
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1,916 |
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PROPERTY AND EQUIPMENT |
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Flight equipment |
11,889 |
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11,727 |
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Predelivery deposits for flight equipment |
398 |
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415 |
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Total flight equipment and predelivery deposits, gross |
12,287 |
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12,142 |
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Less accumulated depreciation |
3,689 |
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3,578 |
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Total flight equipment and predelivery deposits, net |
8,598 |
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8,564 |
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Other property and equipment |
1,309 |
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1,314 |
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Less accumulated depreciation |
749 |
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731 |
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Total other property and equipment, net |
560 |
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583 |
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Total property and equipment, net |
9,158 |
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9,147 |
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OPERATING LEASE ASSETS |
637 |
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660 |
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OTHER ASSETS |
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Investment securities |
153 |
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172 |
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Restricted cash |
146 |
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146 |
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Intangible assets, less accumulated amortization (2023-$469;
2022-$455)
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310 |
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298 |
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Other |
725 |
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706 |
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Total other assets |
1,334 |
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1,322 |
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TOTAL ASSETS |
$ |
13,227 |
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$ |
13,045 |
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See accompanying notes to condensed consolidated financial
statements.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
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March 31, 2023 |
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December 31, 2022 |
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(unaudited) |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
$ |
626 |
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$ |
532 |
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Air traffic liability |
1,926 |
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1,581 |
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Accrued salaries, wages and benefits |
543 |
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498 |
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Other accrued liabilities |
554 |
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486 |
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Current operating lease liabilities |
98 |
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97 |
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Current maturities of long-term debt and finance lease
obligations |
263 |
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554 |
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Total current liabilities |
4,010 |
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3,748 |
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LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS |
3,316 |
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3,093 |
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LONG-TERM OPERATING LEASE LIABILITIES |
616 |
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639 |
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DEFERRED TAXES AND OTHER LIABILITIES |
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Deferred income taxes |
692 |
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770 |
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Air traffic liability - non-current |
731 |
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738 |
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Other |
489 |
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494 |
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Total deferred taxes and other liabilities |
1,912 |
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2,002 |
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COMMITMENTS AND CONTINGENCIES (Note 6) |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, $0.01 par value; 25 shares authorized, none
issued
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— |
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— |
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Common stock, $0.01 par value; 900 shares authorized, 487 and 486
shares issued and 328 and 327 shares outstanding at March 31, 2023
and December 31, 2022, respectively
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5 |
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5 |
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Treasury stock, at cost; 159 shares at March 31, 2023
and
December 31, 2022
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(1,998) |
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(1,995) |
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Additional paid-in capital |
3,139 |
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3,129 |
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Retained earnings |
2,232 |
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2,424 |
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Accumulated other comprehensive loss |
(5) |
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— |
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Total stockholders’ equity |
3,373 |
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3,563 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
13,227 |
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$ |
13,045 |
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See accompanying notes to condensed consolidated financial
statements.
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share data)
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Three Months Ended March 31, |
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2023 |
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2022 |
OPERATING REVENUES |
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Passenger |
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$ |
2,182 |
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$ |
1,603 |
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Other |
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146 |
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133 |
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Total operating revenues |
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2,328 |
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1,736 |
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OPERATING EXPENSES |
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Aircraft fuel and related taxes |
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765 |
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571 |
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Salaries, wages and benefits |
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741 |
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688 |
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Landing fees and other rents |
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160 |
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132 |
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Depreciation and amortization |
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151 |
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143 |
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Aircraft rent |
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32 |
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26 |
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Sales and marketing |
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76 |
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57 |
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Maintenance, materials and repairs |
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176 |
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152 |
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Other operating expenses |
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357 |
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334 |
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Special items |
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112 |
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— |
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Total operating expenses |
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2,570 |
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2,103 |
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OPERATING LOSS |
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(242) |
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(367) |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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(46) |
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(37) |
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Interest income |
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17 |
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4 |
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Gain on investments, net |
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3 |
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2 |
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Other income |
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2 |
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— |
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Total other expense |
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(24) |
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(31) |
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LOSS BEFORE INCOME TAXES |
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(266) |
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(398) |
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Income tax benefit |
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(74) |
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(143) |
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NET LOSS |
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$ |
(192) |
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$ |
(255) |
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LOSS PER COMMON SHARE: |
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Basic |
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$ |
(0.58) |
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$ |
(0.79) |
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Diluted |
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$ |
(0.58) |
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$ |
(0.79) |
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See accompanying notes to condensed consolidated financial
statements.
5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited, in millions)
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Three Months Ended March 31, |
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2023 |
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2022 |
NET LOSS |
$ |
(192) |
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$ |
(255) |
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Changes in fair value of available-for-sale securities and
derivative instruments, net of reclassifications into earnings, net
of deferred taxes of $(1) and $— in 2023 and 2022,
respectively
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(5) |
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(1) |
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Total other comprehensive loss |
(5) |
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(1) |
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COMPREHENSIVE LOSS |
$ |
(197) |
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$ |
(256) |
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See accompanying notes to condensed consolidated financial
statements.
6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
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Three Months Ended March 31, |
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2023 |
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2022 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ |
(192) |
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$ |
(255) |
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Adjustments to reconcile net loss to net cash provided by operating
activities: |
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Deferred income taxes |
(78) |
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(141) |
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Depreciation |
137 |
|
|
130 |
|
Amortization |
14 |
|
|
13 |
|
Stock-based compensation |
10 |
|
|
11 |
|
Changes in certain operating assets and liabilities |
520 |
|
|
499 |
|
Other, net |
(6) |
|
|
(10) |
|
Net cash provided by operating activities |
405 |
|
|
247 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
Capital expenditures |
(172) |
|
|
(85) |
|
Predelivery deposits for flight equipment |
— |
|
|
(49) |
|
Purchase of held-to-maturity investments |
(4) |
|
|
(63) |
|
|
|
|
|
Proceeds from the maturities of held-to-maturity
investments |
4 |
|
— |
|
Purchase of available-for-sale securities |
(102) |
|
|
(290) |
|
|
|
|
|
Proceeds from the sale of available-for-sale securities |
267 |
|
|
153 |
|
Payment for Spirit Airlines acquisition |
(33) |
|
|
— |
|
Net cash used in investing activities |
(40) |
|
|
(334) |
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
Proceeds from sale-leaseback transactions |
38 |
|
|
— |
|
Repayment of long-term debt and finance lease
obligations |
(109) |
|
|
(83) |
|
|
|
|
|
Acquisition of treasury stock |
(3) |
|
|
(6) |
|
Net cash used in financing activities |
(74) |
|
|
(89) |
|
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
CASH |
291 |
|
|
(176) |
|
Cash, cash equivalents and restricted cash at beginning of
period |
1,188 |
|
|
2,077 |
|
Cash, cash equivalents and restricted cash at end of
period(1)
|
$ |
1,479 |
|
|
$ |
1,901 |
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
Cash payments for interest
|
$ |
6 |
|
|
$ |
20 |
|
Cash payments for income taxes (net of refunds)
|
— |
|
|
1 |
|
|
|
|
|
NON-CASH TRANSACTIONS
|
|
|
|
Operating lease assets obtained under operating leases |
$ |
4 |
|
|
$ |
59 |
|
|
|
|
|
(1)
Reconciliation of cash, cash equivalents and restricted cash
reported within the consolidated balance sheets:
|
|
|
|
|
|
March 31, 2023 |
|
March 31, 2022 |
Cash and cash equivalents |
$ |
1,333 |
|
|
$ |
1,834 |
|
|
|
|
|
Restricted cash(2)
|
146 |
|
|
67 |
|
Total cash, cash equivalents and restricted cash |
$ |
1,479 |
|
|
$ |
1,901 |
|
|
|
|
|
(2)
Restricted cash primarily consists of funds held in escrow for
estimated workers’ compensation obligations and other letters of
credit.
|
See accompanying notes to condensed consolidated financial
statements.
7
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares |
|
Common
Stock |
|
Treasury
Shares |
|
Treasury
Stock |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
Total |
Balance at December 31, 2022 |
|
486 |
|
|
$ |
5 |
|
|
159 |
|
|
$ |
(1,995) |
|
|
$ |
3,129 |
|
|
$ |
2,424 |
|
|
$ |
— |
|
|
$ |
3,563 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(192) |
|
|
— |
|
|
(192) |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5) |
|
|
(5) |
|
Vesting of restricted stock units |
|
1 |
|
|
— |
|
|
— |
|
|
(3) |
|
|
— |
|
|
— |
|
|
— |
|
|
(3) |
|
Stock compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Balance at March 31, 2023 |
|
487 |
|
|
$ |
5 |
|
|
159 |
|
|
$ |
(1,998) |
|
|
$ |
3,139 |
|
|
$ |
2,232 |
|
|
$ |
(5) |
|
|
$ |
3,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares |
|
Common
Stock |
|
Treasury
Shares |
|
Treasury
Stock |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
Total |
Balance at December 31, 2021 |
|
478 |
|
|
$ |
5 |
|
|
158 |
|
|
$ |
(1,989) |
|
|
$ |
3,047 |
|
|
$ |
2,786 |
|
|
$ |
— |
|
|
$ |
3,849 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(255) |
|
|
— |
|
|
(255) |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(1) |
|
Vesting of restricted stock units |
|
1 |
|
|
— |
|
|
— |
|
|
(6) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6) |
|
Stock compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2022 |
|
479 |
|
|
$ |
5 |
|
|
158 |
|
|
$ |
(1,995) |
|
|
$ |
3,058 |
|
|
$ |
2,531 |
|
|
$ |
(1) |
|
|
$ |
3,598 |
|
See accompanying notes to condensed consolidated financial
statements.
8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1—Summary of Significant Accounting Policies
Basis of Presentation
JetBlue Airways Corporation ("JetBlue") provides air transportation
services across the United States, the Caribbean and Latin
America,
Canada, and England. Our
condensed consolidated financial statements include the accounts of
JetBlue and our subsidiaries which are collectively referred to as
“we” or the “Company”. All majority-owned subsidiaries are
consolidated on a line by line basis, with all intercompany
transactions and balances being eliminated. These condensed
consolidated financial statements and related notes should be read
in conjunction with our 2022 audited financial statements included
in our Annual Report on Form 10-K for the year ended
December 31, 2022 ("2022 Form 10-K").
These condensed consolidated financial statements are unaudited and
have been prepared by us following the rules and regulations of the
U.S. Securities and Exchange Commission (the "SEC"). In our opinion
they reflect all adjustments, including normal recurring items,
that are necessary to present fairly the results for interim
periods. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles in the United States
("GAAP"), have been condensed or omitted as permitted by such rules
and regulations; however, we believe that the disclosures are
adequate to make the information presented not
misleading.
Note 2— Revenue Recognition
The Company categorizes the revenues received from contracts with
its customers by revenue source as we believe it best depicts the
nature, amount, timing, and uncertainty of our revenue and cash
flow. The following table provides the revenues recognized by
revenue source for the three months ended March 31, 2023 and
2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
Passenger revenue |
|
|
|
Passenger travel |
$ |
2,026 |
|
|
$ |
1,490 |
|
Loyalty revenue - air transportation |
156 |
|
|
113 |
|
Other revenue |
|
|
|
Loyalty revenue |
100 |
|
|
88 |
|
Other revenue |
46 |
|
|
45 |
|
Total revenue |
$ |
2,328 |
|
|
$ |
1,736 |
|
TrueBlue®
is our customer loyalty program designed to reward and recognize
our customers. TrueBlue®
points earned from ticket purchases are presented as a reduction
to
Passenger travel
within passenger revenue. Amounts presented in
Loyalty revenue - air transportation
represent the revenue recognized when TrueBlue®
points have been redeemed and the travel has occurred.
Loyalty revenue
within other revenue is primarily comprised of the non-air
transportation elements of the sales of our
TrueBlue®
points.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Contract Liabilities
Our contract liabilities primarily consist of ticket sales for
which transportation has not yet been provided, unused credits
available to customers, and outstanding loyalty points available
for redemption (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
Air traffic liability - passenger travel |
$ |
1,624 |
|
|
$ |
1,291 |
|
Air traffic liability - loyalty program (air
transportation) |
998 |
|
|
1,000 |
|
Deferred revenue(1)
|
525 |
|
|
530 |
|
Total |
$ |
3,147 |
|
|
$ |
2,821 |
|
(1)
Deferred revenue is included within other accrued liabilities and
other liabilities on our consolidated balance sheets.
During the three months ended March 31, 2023 and 2022, we
recognized passenger revenue of
$858 million
and $693 million, respectively, that was included in passenger
travel liability at the beginning of the respective
periods.
TrueBlue® points
are combined into one homogeneous pool and are not separately
identifiable. As such, the revenue is comprised of points that were
part of the air traffic liability balance at the beginning of the
period as well as points that were issued during the
period.
The table below presents the activity of the current and
non-current air traffic liability for our loyalty program, and
includes points earned and sold to participating companies for the
three months ended March 31, 2023 and 2022 (in
millions):
|
|
|
|
|
|
Balance at December 31, 2022 |
$ |
1,000 |
|
TrueBlue®
points redeemed
|
(156) |
|
TrueBlue®
points earned and sold
|
154 |
|
Balance at March 31, 2023 |
$ |
998 |
|
|
|
Balance at December 31, 2021 |
$ |
891 |
|
TrueBlue®
points redeemed
|
(113) |
|
TrueBlue®
points earned and sold
|
134 |
|
Balance at March 31, 2022 |
$ |
912 |
|
The timing of our TrueBlue® point
redemptions can vary; however, the majority of our points are
redeemed within approximately three years of the date of
issuance.
Note 3—Long-term Debt, Short-term Borrowings and Finance Lease
Obligations
During the three months ended March 31, 2023, we made principal
payments of
$109 million
on our outstanding debt and finance lease obligations.
At March 31, 2023, we had pledged aircraft, engines, other
equipment, and facilities with a net book value of
$6.0 billion
as security under various financing arrangements.
At March 31, 2023, scheduled maturities of our long-term debt
and finance lease obligations were as follows (in
millions):
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
Year |
Total |
Remainder of 2023 |
$ |
216 |
|
2024 |
237 |
|
2025 |
204 |
|
2026 |
943 |
|
2027 |
189 |
|
2028 and thereafter |
1,790 |
|
Total |
$ |
3,579 |
|
The carrying amounts and estimated fair values of our long-term
debt, net of debt acquisition costs, at March 31, 2023 and
December 31, 2022 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
|
Carrying Value |
|
Estimated Fair Value(2)
|
|
Carrying Value |
|
Estimated Fair Value(2)
|
Public Debt |
|
|
|
|
|
|
|
Fixed rate special facility bonds, due through 2036 |
$ |
42 |
|
|
$ |
43 |
|
|
$ |
42 |
|
|
$ |
43 |
|
Fixed rate enhanced equipment notes: |
|
|
|
|
|
|
|
2019-1 Series AA, due through 2032 |
505 |
|
|
360 |
|
|
504 |
|
|
345 |
|
2019-1 Series A, due through 2028 |
157 |
|
|
128 |
|
|
157 |
|
|
124 |
|
2019-1 Series B, due through 2027 |
82 |
|
|
88 |
|
|
82 |
|
|
87 |
|
2020-1 Series A, due through 2032 |
547 |
|
|
473 |
|
|
546 |
|
|
457 |
|
2020-1 Series B, due through 2028 |
135 |
|
|
144 |
|
|
135 |
|
|
142 |
|
Non-Public Debt |
|
|
|
|
|
|
|
Fixed rate enhanced equipment notes, due through 2023 |
— |
|
|
— |
|
|
61 |
|
|
60 |
|
Fixed rate equipment notes, due through 2028 |
409 |
|
|
343 |
|
|
447 |
|
|
422 |
|
Floating rate equipment notes, due through 2028 |
48 |
|
|
43 |
|
|
56 |
|
|
49 |
|
Sale-leaseback transactions, due through 2034 |
378 |
|
|
295 |
|
|
341 |
|
|
329 |
|
Unsecured CARES Act Payroll Support Program loan, due through
2030 |
259 |
|
|
130 |
|
|
259 |
|
|
126 |
|
Unsecured Consolidated Appropriations Act Payroll Support Program
Extension loan, due through 2031 |
144 |
|
|
70 |
|
|
144 |
|
|
68 |
|
Unsecured American Rescue Plan Act of 2021 Payroll Support loan,
due through 2031 |
132 |
|
|
65 |
|
|
132 |
|
|
62 |
|
Convertible senior notes due 2026 |
740 |
|
|
551 |
|
|
739 |
|
|
534 |
|
Total(1)
|
$ |
3,578 |
|
|
$ |
2,733 |
|
|
$ |
3,645 |
|
|
$ |
2,848 |
|
(1)
Total excludes finance lease obligations of
$1 million
and $2 million at March 31, 2023 and December 31, 2022,
respectively.
(2)
The estimated fair values
of our publicly held long-term debt are classified as Level 2 in
the fair value hierarchy. The fair value of our non-public debt are
estimated using a discounted cash flow analysis based on our
borrowing rates for instruments with similar terms and therefore
classified as Level 3 in the fair value hierarchy. Refer to Note 7
for an explanation of the fair value hierarchy
structure.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
We have financed certain aircraft with Enhanced Equipment Trust
Certificates ("EETCs"). One of the benefits of this structure is
being able to finance several aircraft at one time, rather than
individually. The structure of EETC financing is that we create
pass-through trusts in order to issue pass-through certificates.
The proceeds from the issuance of these certificates are then used
to purchase equipment notes, which are issued by us and are secured
by our aircraft. These trusts meet the definition of a variable
interest entity ("VIE"), as defined in Topic 810,
Consolidation
of the FASB Codification, and must be considered for consolidation
in our financial statements. Our assessment of our EETCs considers
both quantitative and qualitative factors including the purpose for
which these trusts were established and the nature of the risks in
each. The main purpose of the trust structure is to enhance the
credit worthiness of our debt obligation through certain bankruptcy
protection provisions and liquidity facilities, and also to lower
our total borrowing cost. We concluded that we are not the primary
beneficiary in these trusts because our involvement in them is
limited to principal and interest payments on the related notes,
the trusts were not set up to pass along variability created by
credit risk to us, and the likelihood of our defaulting on the
notes. Therefore, we have not consolidated these trusts in our
financial statements.
Short-term Borrowings
Citibank Line of Credit
On October 21, 2022, JetBlue entered into the $600 million Second
Amended and Restated Credit and Guaranty Agreement (the "Second
Amended and Restated Facility"), amending and restating the
Company's existing $550 million credit facility. The Second Amended
and Restated Facility is among JetBlue, Citibank N.A., as
administrative agent and the lenders party thereto. The Second
Amended and Restated Facility modifies the existing credit facility
to, among other things, (i) increase the lending commitments by $50
million, for total lending commitments of $600 million, and (ii)
establish the maturity date for the $600 million in lending
commitments as October 21, 2024. Borrowings under the Second
Amended and Restated Facility bear interest at a variable rate
based on the secured overnight financing rate, known as SOFR, plus
a margin of 2.00% per annum, or another rate (at JetBlue's
election) based on certain market interest rates, plus a margin of
1.00% per annum, in each case with a floor of 0%. The Second
Amended and Restated Facility is secured by spare parts, aircraft,
simulators, and certain other assets as permitted thereunder. The
Second Amended and Restated Facility includes covenants that
require us to maintain certain minimum balances in unrestricted
cash, cash equivalents, and unused commitments available under
revolving credit facilities. In addition, the covenants restrict
our ability to, among other things, dispose of certain collateral,
or merge, consolidate, or sell assets.
As of and for the periods ended March 31, 2023 and
December 31, 2022, we did not have a balance outstanding or
any borrowings under this line of credit.
Morgan Stanley Line of Credit
We have a revolving line of credit with Morgan Stanley for up to
approximately $200 million. As of and for the periods ended
March 31, 2023 and December 31, 2022, we did not have a
balance outstanding or any borrowings under this line of
credit.
2022 $3.5 billion Senior Secured Bridge Facility
In connection with the entry into the Merger Agreement as defined
in Note 12, JetBlue entered into a Second Amended and Restated
Commitment Letter (the
“Commitment
Letter”), dated July 28, 2022, with Goldman Sachs Bank USA; BofA
Securities, Inc.; Bank of America, N.A.; BNP Paribas; Credit Suisse
AG, New York Branch; Credit Suisse Loan Funding LLC; Credit
Agricole Corporate and Investment Bank; Natixis, New York Branch;
Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd.
(collectively, the “Commitment Parties”), pursuant to which the
Commitment Parties have committed to provide a senior secured
bridge facility in an aggregate principal amount of up to
$3.5 billion to finance the acquisition of Spirit Airlines,
Inc. (“Spirit”).
Note 4—Loss Per Share
Basic earnings per share is calculated by dividing net loss by the
weighted average number of shares outstanding during the period.
Diluted earnings per share is calculated similarly but includes
potential dilution from restricted stock units, the crewmember
Stock Purchase Plan, convertible notes, warrants issued under
various federal payroll support programs, and any other potentially
dilutive instruments using the treasury stock and if-converted
methods. Anti-dilutive common stock equivalents excluded from the
computation of diluted earnings per share amounts were
1.6 million
and 2.9 million for the three months ended March 31, 2023
and 2022, respectively.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table shows how we computed loss per common share for
the three months ended March 31, 2023 and 2022 (dollars and
share data in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
Net loss |
$ |
(192) |
|
|
$ |
(255) |
|
|
|
|
|
Weighted average basic shares |
327.6 |
|
|
320.5 |
|
Effect of dilutive securities |
— |
|
|
— |
|
Weighted average diluted shares |
327.6 |
|
|
320.5 |
|
|
|
|
|
Loss per common share |
|
|
|
Basic |
$ |
(0.58) |
|
|
$ |
(0.79) |
|
Diluted |
$ |
(0.58) |
|
|
$ |
(0.79) |
|
Note 5—Crewmember Retirement Plan
We sponsor a retirement savings 401(k) defined contribution plan
(the "Plan"), covering all of our crewmembers where we match 100%
of our crewmember contributions up to 5% of their eligible wages.
The contributions vest over three years and are measured from a
crewmember's hire date. Crewmembers are immediately vested in their
voluntary contributions.
Another component of the Plan is a Company discretionary
contribution of 5% of eligible non-management crewmember
compensation, which we refer to as
Retirement Plus. Retirement Plus
contributions vest over three years and are measured from a
crewmember's hire date.
Certain Federal Aviation Administration ("FAA") licensed
crewmembers receive an additional contribution of 3% of eligible
compensation, which we refer to as
Retirement Advantage.
Our pilots receive a non-elective Company contribution of 16% of
eligible pilot compensation per the terms of the finalized
collective bargaining agreement between JetBlue and the Air Line
Pilots Association ("ALPA"), in lieu of the above 401(k) Company
matching contribution,
Retirement Plus,
and
Retirement Advantage
contributions.
The Company's non-elective contribution of eligible pilot
compensation vests after three years of service.
Our non-management crewmembers are eligible to receive profit
sharing, calculated as 10% of adjusted pre-tax income before profit
sharing and special items up to a pre-tax margin of 18% with the
result reduced by
Retirement Plus
contributions and the equivalent of
Retirement Plus
contributions for pilots. If JetBlue's resulting pre-tax margin
exceeds 18%, non-management crewmembers will receive 20% profit
sharing on amounts above an 18% pre-tax margin.
Total 401(k) company match,
Retirement Plus, Retirement Advantage,
pilot retirement contribution, and profit sharing expensed for the
three months ended March 31, 2023 and 2022 was
$66 million
and $62 million, respectively.
Note 6—Commitments and Contingencies
Flight Equipment Commitments
In February 2022, we exercised our option to purchase 30 additional
Airbus A220-300 aircraft under our existing agreement with Airbus
Canada Limited Partnership. The 30 additional A220-300 aircraft are
expected to be delivered from 2023 to 2026. Options for 20
additional A220-300 aircraft remain available to us.
As of March 31, 2023, our committed expenditures for aircraft
and related flight equipment, including estimated amounts for
contractual price escalations and predelivery deposits were as set
forth in the table below (in billions):
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
Flight equipment commitments(1)
|
|
Year |
Total |
Remainder of 2023 |
$ |
1.5 |
|
2024 |
2.2 |
|
2025 |
1.7 |
|
2026 |
1.3 |
|
2027 |
1.0 |
|
Total |
$ |
7.7 |
|
(1)The
timing of these commitments is based on our contractual agreements
and may be subject to change based on modifications to contractual
agreements or changes in the delivery schedules.
Our firm aircraft orders included the following aircraft at March
31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
Airbus A321neo |
|
Airbus A220 |
|
Total |
2023 |
11 |
|
|
17 |
|
|
28 |
|
2024 |
13 |
|
|
30 |
|
|
43 |
|
2025 |
11 |
|
|
24 |
|
|
35 |
|
2026 |
12 |
|
|
14 |
|
|
26 |
|
2027 |
14 |
|
|
— |
|
|
14 |
|
Total |
61 |
|
|
85 |
|
|
146 |
|
The amount of committed expenditures stated above represents the
current delivery schedule set forth in our Airbus order book as of
March 31, 2023. Due to Airbus delivery delays, our 2023
capacity planning assumes delivery of 11 A220, four A321neo, and
four A321neo LR aircraft.
Other Commitments
We utilize several credit card processors to process our ticket
sales. Our agreements with these processors do not contain
covenants, but do generally allow the processor to withhold cash
reserves to protect the processor from potential liability for
tickets purchased, but not yet used for travel. While we currently
do not have any collateral requirements related to our credit card
processors, we may be required to issue collateral to our credit
card processors, or other key business partners, in the
future.
As of March 31, 2023, we had $45 million in assets serving as
collateral for letters of credit relating to a certain number of
our leases, which will expire at the end of the related lease
terms. We also had $65 million letter of credit relating to our 5%
ownership in JFK Millennium Partner LLC, a private entity that will
finance, develop, and operate John F. Kennedy International Airport
("JFK") Terminal 6. The letters of credit are included in
restricted cash on the consolidated balance sheets. Additionally,
we had $36 million pledged related to our workers' compensation
insurance policies and other business partner agreements, which
will expire according to the terms of the related policies or
agreements.
Except for our pilots and inflight crewmembers who are represented
by the ALPA and the Transport Workers Union of America ("TWU"),
respectively, our other frontline crewmembers do not have third
party representation.
Air Line Pilots Association
In April 2021, ALPA, on behalf of the JetBlue pilot group, filed a
grievance relating to the Northeast Alliance Agreement ("NEA"), an
expanded codeshare and marketing alliance between JetBlue and
American Airlines, Inc. ("American") at four Northeast airports.
ALPA claimed that in entering the NEA, JetBlue violated certain
scope clauses as contained in the pilots’ ALPA collective
bargaining agreement. As a result of a mediation process, the
parties agreed to certain changes to the collective bargaining
agreement. The agreement was ratified by the JetBlue pilot group in
April 2022.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In January 2023, JetBlue pilots approved a two year contract
extension effective March 1, 2023, which included a ratification
payment and adjustments to paid-time-off accruals resulting from
pay rate increases of $95 million. This was recorded as an expense
within special items in the first quarter of 2023.
International Association of Machinists and Aerospace
Workers
In September 2022, the International Association of Machinists and
Aerospace Workers filed for an election to unionize our ground
operations crewmembers. In February 2023, our crewmembers voted to
maintain our direct relationship rather than elect a
union.
We enter into individual employment agreements with each of our
non-unionized FAA-licensed crewmembers, which include dispatchers,
technicians, and inspectors, as well as air traffic controllers.
Each employment agreement is for a term of five years and
automatically renews for an additional five years unless either the
crewmember or we elect not to renew it by giving at least 90 days'
notice before the end of the relevant term. Pursuant to these
agreements, these crewmembers can only be terminated for cause. In
the event of a downturn in our business that would require a
reduction in work hours, we are obligated to pay these crewmembers
a guaranteed level of income and to continue their benefits if they
do not obtain other aviation employment.
Legal Matters
Occasionally, we are involved in various claims, lawsuits,
regulatory examinations, investigations and other legal matters
involving suppliers, crewmembers, customers, and governmental
agencies, arising, for the most part, in the ordinary course of
business. The outcome of litigation and other legal matters is
always uncertain. The Company believes it has valid defenses to the
legal matters currently pending against it, is defending itself
vigorously, and has recorded accruals determined in accordance with
GAAP, where appropriate. In making a determination regarding
accruals, using available information, we evaluate the likelihood
of an unfavorable outcome in legal or regulatory proceedings to
which we are a party and record a loss contingency when it is
probable a liability has been incurred and the amount of the loss
can be reasonably estimated. These subjective determinations are
based on the status of such legal or regulatory proceedings, the
merits of our defenses, and consultation with legal counsel. Actual
outcomes of these legal and regulatory proceedings may materially
differ from our current estimates. It is possible that resolution
of one or more of the legal matters currently pending or threatened
could result in losses material to our consolidated results of
operations, liquidity, or financial condition.
To date, none of these types of litigation matters, most of which
are typically covered by insurance, has had a material impact on
our operations or financial condition. We have insured and continue
to insure against most of these types of claims. A judgment on any
claim not covered by, or in excess of, our insurance coverage could
materially adversely affect our consolidated results of operations,
liquidity, or financial condition.
On September 21, 2021, the United States Department of Justice,
along with Attorneys General of six states and the District of
Columbia filed suit against JetBlue and American seeking to enjoin
the NEA, alleging that it violates Section 1 of the Sherman Act.
The bench trial of this matter was concluded in November 2022 and
the Court’s decision remains pending. An adverse ruling could
adversely impact our ability to achieve the intended benefits of
the NEA could have an adverse impact on our business, financial
condition, and results of operations. Additionally, we are
incurring costs associated with implementing operational and
marketing elements of the NEA, which would not be recoverable if we
were required to unwind all or a portion of the NEA.
In December 2022 and February 2023, four putative class actions
lawsuits were filed in the United States District Court for the
Eastern District of New York and the District of Massachusetts,
respectively, alleging that the NEA violates Sections 1 and 2 of
the Sherman Act. Among other things, plaintiffs seek monetary
damages on behalf of a putative class of direct purchasers of
airline tickets from JetBlue and American and, depending on the
specific case, other airlines on flights to or from four airports
(JFK, LaGuardia Airport, Newark Liberty International Airport, and
Boston Logan International Airport) from July 16, 2020 through the
present. Plaintiffs in these actions also seek to enjoin the NEA.
Given the nature of these cases, we are unable to estimate the
reasonably possible loss or range of loss, if any, arising from
this matter; however, JetBlue believes these lawsuits are without
merit and, along with American Airlines, will defend these matters
vigorously.
We are also subject to a number of legal proceedings initiated by
individual consumers, the Department of Justice and Attorneys
General in six states and the District of Columbia alleging that
our pending acquisition of Spirit violates Section 7 of the Clayton
Act. For more information, see Note 12.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In 2023, we expect to continue to seek additional strategic
opportunities through new commercial partners as well as assess
ways to deepen existing airline partnerships, including the NEA. We
plan to do this by expanding codeshare relationships and other
areas of cooperation such as frequent flyer programs. We believe
these commercial partnerships allow us to better leverage our
strong network and drive incremental traffic and revenue while
improving off-peak travel.
Note 7—Fair Value
Under Topic 820,
Fair Value Measurement
of the Financial Accounting Standards Board (the "FASB") Accounting
Standards Codification (the "Codification") disclosures are
required about how fair value is determined for assets and
liabilities and a hierarchy for which these assets and liabilities
must be grouped is established, based on significant levels of
inputs as follows:
Level 1
- observable inputs such as unadjusted quoted prices in active
markets for identical assets or liabilities;
Level 2
- quoted prices in active markets for similar assets and
liabilities, and other inputs that are observable directly or
indirectly for the asset or liability; or
Level 3
- unobservable inputs for the asset or liability, such as
discounted cash flow models or valuations.
The determination of where assets and liabilities fall within this
hierarchy is based upon the lowest level of input that is
significant to the fair value measurement.
The following is a listing of our assets and liabilities required
to be measured at fair value on a recurring basis and where they
are classified within the fair value hierarchy as of March 31,
2023 and December 31, 2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Cash equivalents |
$ |
599 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
599 |
|
Available-for-sale investment securities |
— |
|
|
157 |
|
|
13 |
|
|
170 |
|
Equity investment securities |
11 |
|
|
— |
|
|
— |
|
|
11 |
|
Aircraft fuel derivatives |
— |
|
|
8 |
|
|
— |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Cash equivalents |
$ |
665 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
665 |
|
Available-for-sale investment securities |
— |
|
|
324 |
|
|
13 |
|
|
337 |
|
Equity investment securities |
8 |
|
|
— |
|
|
— |
|
|
8 |
|
Aircraft fuel derivatives |
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Refer
to Note 3
for fair value information related to our outstanding debt
obligations as of March 31, 2023 and December 31,
2022.
Cash equivalents
Our cash equivalents include money market securities and time
deposits which are readily convertible into cash, have maturities
of three months or less when purchased, and are considered to be
highly liquid and easily tradable. The money market securities are
valued using inputs observable in active markets for identical
securities and are therefore classified as Level 1 within our fair
value hierarchy. The fair values of remaining instruments are based
on observable inputs in non-active markets, which are therefore
classified as Level 2 in the hierarchy.
Available-for-sale investment securities
Our available-for-sale investment securities include investments
such as time deposits, commercial paper, and convertible debt
securities. The fair values of time deposits and commercial paper
are based on observable inputs in non-active markets,
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
which are therefore classified as Level 2 in the hierarchy. The
fair values of convertible debt securities are based on
unobservable inputs and are classified as Level 3 in the
hierarchy.
Equity investment securities
Our equity investment securities include investments in common
stocks of publicly traded companies. The fair values of these
instruments are classified as Level 1 in the hierarchy as they are
based on unadjusted quoted prices in active markets for identical
assets.
Other investments
Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC
("JBV"), has equity investments in emerging companies that do not
have readily determinable fair values. In accordance with Topic
321,
Investments - Equity Securities
of the FASB Codification, we account for these investments using a
measurement alternative which allows entities to measure these
investments at cost, less any impairment, adjusted for changes from
observable price changes in orderly transactions for identifiable
or similar investments of the same issuer.
Aircraft fuel derivatives
Our aircraft fuel derivatives include call spread options which are
not traded on public exchanges. Their fair values are determined
using a market approach based on inputs that are readily available
from public markets for commodities and energy trading activities;
therefore, they are classified as Level 2 inputs. The data inputs
are combined into qualitative models and processes to generate
forward curves and volatility related to the specific terms of the
underlying hedge contracts.
Held-to-maturity investment securities
Our held-to-maturity investment securities consist of
investment-grade interest bearing instruments, such as U.S.
Treasury notes and corporate bonds, which are stated at amortized
cost. If the U.S. Treasury notes were measured at fair value, they
would be classified as Level 1 in the fair value hierarchy, based
on inputs observable in active markets for identical securities. If
the corporate bonds were measured at fair value, they would be
classified as Level 2 in the fair value hierarchy, based on quoted
prices in active markets for similar securities .
We do not intend to sell these investment securities and do not
hold any contractual maturities greater than 24 months. Those
securities that will mature in twelve months or less are included
in short-term investments on our consolidated balance sheets. Those
securities with remaining maturities greater than twelve months are
included in long-term investments on our consolidated balance
sheets.
The carrying value and estimated fair value of our held-to-maturity
investment securities, were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
|
Carrying Value |
Fair Value |
|
Carrying Value |
Fair Value |
Held-to-maturity investment securities |
$ |
177 |
|
$ |
171 |
|
|
$ |
177 |
|
$ |
170 |
|
Note 8— Investments
Investment in Debt Securities
Investment in debt securities consist of available-for-sale
investment securities and held-to-maturity investment securities.
When sold, we use a specific identification method to determine the
cost of the securities.
Available-for-sale investment securities.
We did not record any material gains or losses on these securities
during the three months ended March 31, 2023 and 2022. Refer
to Note 7 for an explanation of the fair value hierarchy
structure.
Held-to-maturity investment securities.
We did not record any material gains or losses on held-to-maturity
investment securities during the three months ended March 31,
2023 and 2022.
The aggregate carrying values of our short-term and long-term debt
investment securities consisted of the following at March 31,
2023 and December 31, 2022 (in millions):
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
Available-for-sale investment securities |
|
|
|
Time deposits |
$ |
150 |
|
|
$ |
285 |
|
Commercial paper |
7 |
|
|
39 |
|
Debt securities |
13 |
|
|
13 |
|
Total available-for-sale investment securities |
170 |
|
|
337 |
|
Held-to-maturity investment securities |
|
|
|
Corporate bonds |
177 |
|
|
177 |
|
Total held-to-maturity investment securities |
177 |
|
|
177 |
|
Total investment in debt securities |
$ |
347 |
|
|
$ |
514 |
|
Investment in Equity Securities
Equity Method Investments
Investments in which we can exercise significant influence are
accounted for using the equity method in accordance with Topic
323,
Investments - Equity Method and Joint Ventures
of the FASB Codification. The carrying amount of our equity method
investments was $37 million and $38 million as of March 31,
2023 and December 31, 2022, respectively, and is included
within other assets on our consolidated balance sheets. We did not
record any material gains or losses on these investments during the
three months ended March 31, 2023. We recognized a gain of $3
million on one of our equity method investments related to its
issuance of additional shares upon the closing of a subsequent
financing round in other income on our consolidated statement of
operations during the three months ended March 31,
2022.
We partnered with JMP to finance, develop, and operate JFK Terminal
6. In exchange of this partnership, we committed a letter of credit
as discussed further in Note 6. We exercise significant influence
over this transaction, which is accounted for under the equity
method.
Other Investments
Our equity investment securities include investments in common
stocks of publicly traded companies which are stated at fair value.
The carrying amount of our equity investment securities, which are
recorded within investment securities in the current asset section
of our consolidated balance sheet, was $11 million and $8 million
as of March 31, 2023 and December 31, 2022, respectively.
We recognized a net unrealized gain of $3 million on these
securities in other income on our consolidated statement of
operations during the three months ended March 31, 2023 and an
unrealized loss of $2 million in other income on our consolidated
statement of operations during the three months ended March 31,
2022.
JBV has equity investments in emerging companies which do not have
readily determinable fair values. In accordance with Topic
321,
Investments - Equity Securities
of the FASB Codification, we account for these investments using a
measurement alternative that allows entities to measure these
investments at cost, less any impairment, adjusted for changes from
observable price changes in orderly transactions for identifiable
or similar investments of the same issuer. The carrying amount of
these investments, which is included within other assets on our
consolidated balance sheet, was $87 million and $83 million as of
March 31, 2023 and December 31, 2022, respectively. We
did not record any material gains or losses on these investments
during the three months ended March 31, 2023 and
2022.
We have an approximate 10% ownership interest in the TWA Flight
Center Hotel at JFK, which is also accounted for under the
measurement alternative described above, and is recorded in the
other assets section of the consolidated balance sheet. The
carrying amount of this investment was $14 million as of
March 31, 2023 and December 31, 2022.
Note 9—Financial Derivative Instruments and Risk
Management
As part of our risk management techniques, we periodically purchase
over the counter energy derivative instruments to manage our
exposure to the effect of changes in the price of aircraft fuel.
Prices for the underlying commodities have historically been highly
correlated to aircraft fuel, making derivatives of them effective
at providing short-term protection against sharp increases in
average fuel prices. We do not hold or issue any derivative
financial instruments for trading purposes.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Aircraft Fuel Derivatives
We attempt to obtain cash flow hedge accounting treatment for each
fuel derivative that we enter into. This treatment is provided for
under the
Derivatives and Hedging
topic of the FASB Codification which allows for gains and losses on
the effective portion of qualifying hedges to be deferred until the
underlying planned aircraft fuel consumption occurs, rather than
recognizing the gains and losses on these instruments into earnings
during each period they are outstanding. The effective portion of
realized fuel hedging derivative gains and losses is recognized in
aircraft fuel expense in the period during which the underlying
fuel is consumed.
Ineffectiveness occurs, in certain circumstances, when the change
in the total fair value of the derivative instrument differs from
the change in the value of our expected future cash outlays for the
purchase of aircraft fuel. If a hedge does not qualify for hedge
accounting, the periodic changes in its fair value are also
recognized in interest income and other. When aircraft fuel is
consumed and the related derivative contract settles, any gain or
loss previously recorded in other comprehensive income is
recognized in aircraft fuel expense. All cash flows related to our
fuel hedging derivatives are classified as operating cash
flows.
Our current approach to fuel hedging is to enter into hedges on a
discretionary basis. We view our hedge portfolio as a form of
insurance to help mitigate the impact of price volatility and
protect us against severe spikes in oil prices, when
possible.
The following table illustrates the approximate hedged percentages
of our projected fuel usage by quarter as of March 31, 2023
related to our outstanding fuel hedging contracts that were
designated as cash flow hedges for accounting
purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft fuel call option spread agreements |
|
Second Quarter 2023 |
|
30.5 |
% |
|
Third Quarter 2023 |
|
30.1 |
% |
|
Fourth Quarter 2023 |
|
20.0 |
% |
|
The table below reflects quantitative information related to our
derivative instruments and where these amounts are recorded in our
financial statements (dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
Fuel Derivatives |
|
|
|
|
Asset fair value recorded in prepaid expense and other current
assets |
|
$ |
8 |
|
|
$ |
3 |
|
Longest remaining term (months) |
|
3 |
|
3 |
Hedged volume (barrels, in thousands) |
|
4,380 |
|
|
450 |
Estimated amount of existing losses expected to be reclassified
into earnings in the next 12 months |
|
$ |
4 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
2022 |
|
Fuel Derivatives |
|
|
|
|
|
Hedge effectiveness gains recognized in aircraft fuel
expense |
|
$ |
1 |
|
|
$ |
— |
|
|
Hedge losses on derivatives recognized in comprehensive
income |
|
$ |
(5) |
|
|
$ |
— |
|
|
Percentage of actual consumption economically hedged |
|
9 |
% |
|
— |
% |
|
Any outstanding derivative instrument exposes us to credit loss in
connection with our fuel contracts in the event of nonperformance
by the counterparties to our agreements, but we do not expect that
any of our counterparties will fail to meet their obligations. The
amount of such credit exposure is generally the fair value of our
outstanding contracts for which we are in a receivable position. To
manage credit risks we select counterparties based on credit
assessments, limit our overall exposure to
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
any single counterparty, and monitor the market position with each
counterparty. Some of our agreements require cash deposits from
either JetBlue or our counterparty if market risk exposure exceeds
a specified threshold amount.
We have master netting arrangements with our counterparties
allowing us the right of offset to mitigate credit risk in
derivative transactions. The financial derivative instrument
agreements we have with our counterparties may require us to fund
all, or a portion of, outstanding loss positions related to these
contracts prior to their scheduled maturities. The amount of
collateral posted, if any, is periodically adjusted based on the
fair value of the hedge contracts. Our policy is to offset the
liabilities represented by these contracts with any cash collateral
paid to the counterparties.
There were no offsetting derivative instruments as of
March 31, 2023 and December 31, 2022.
Note 10—Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) includes changes in fair value of our
aircraft fuel derivatives which qualify for hedge accounting and
unrealized loss on available-for-sale securities. A roll forward of
the amounts included in accumulated other comprehensive income
(loss), net of deferred taxes for the three months ended March 31,
2023 and 2022 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft Fuel Derivatives
|
|
Available-for-sale securities |
|
Total |
Balance of accumulated income (loss), at December 31,
2022 |
$ |
1 |
|
|
$ |
(1) |
|
|
$ |
— |
|
Reclassifications into earnings, net of deferred taxes of $—
(1)
|
(1) |
|
|
— |
|
|
(1) |
|
Change in fair value, net of deferred taxes of $(1)
|
(4) |
|
|
— |
|
|
(4) |
|
Balance of accumulated loss, at March 31, 2023 |
$ |
(4) |
|
|
$ |
(1) |
|
|
$ |
(5) |
|
|
|
|
|
|
|
Balance of accumulated income (loss), at December 31,
2021 |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Reclassifications into earnings, net of deferred taxes
$—
|
— |
|
|
— |
|
|
— |
|
Change in fair value, net of deferred taxes of $(1)
|
— |
|
|
(1) |
|
|
(1) |
|
Balance of accumulated loss, at March 31, 2022 |
$ |
— |
|
|
$ |
(1) |
|
|
$ |
(1) |
|
(1)
Reclassified to aircraft fuel expense.
Note 11—Special Items
The following is a listing of special items presented on our
consolidated statements of operations for the three months ended
March 31, 2023 and 2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
Special Items |
|
|
|
Union contract costs
(1)
|
$ |
95 |
|
|
$ |
— |
|
Spirit acquisition costs
(2)
|
17 |
|
|
— |
|
Total |
$ |
112 |
|
|
$ |
— |
|
(1)
As discussed in Note 6, we incurred and recognized $95 million for
a ratification payment and adjustments to paid-time-off accruals
resulting from pay rate increases for the three months ended March
31, 2023.
(2)
We incurred and recognized $17 million in Spirit acquisition costs,
primarily related to professional fees for the three months ended
March 31, 2023.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 12—Entry into Merger Agreement with Spirit
Airlines
As previously disclosed, on July 28, 2022, JetBlue entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Spirit
and Sundown Acquisition Corp., a Delaware corporation and a direct
wholly owned subsidiary of JetBlue (“Merger Sub”), pursuant to
which and subject to the terms and conditions therein, Merger Sub
will merge with and into Spirit, with Spirit continuing as the
surviving corporation (the “Merger”).
As a result of the Merger, each existing share (“Share”) of
Spirit’s common stock, par value $0.0001 per share, will be
converted at the effective time of the Merger into the right to
receive an amount in cash per Share, without interest, equal to (a)
$33.50 minus (b) (i) to the extent paid, an amount in cash equal to
$2.50 per Share and (ii) the lesser of (A) $1.15 and (B) the
product of (1) $0.10 multiplied by (2) the number of Additional
Prepayments (as defined below) paid prior to the date of the
closing of the Merger (the “Closing Date”) (such amount in
subclause (B), the “Aggregate Additional Prepayment
Amount”).
On or prior to the last business day of each calendar month
commencing after December 31, 2022, until the earlier of (a) the
Closing Date and (b) the termination of the Merger Agreement in
accordance with its terms, JetBlue will pay or cause to be paid to
the holders of record of outstanding Shares as of a date not more
than
five business days prior to the last business day of such
month, an amount in cash equal to $0.10 per Share (such amount, the
“Additional Prepayment Amount,” each such monthly payment, an
“Additional Prepayment”). During the quarter ending on March 31,
2023, JetBlue has made an aggregate of $33 million in Additional
Prepayments to Spirit Shareholders resulting in a total prepayment
of $330 million. This prepayment is included in other assets
in the Company's consolidated balance sheets as of March 31,
2023.
The Closing is subject to the satisfaction or waiver of certain
closing conditions, including, among other things, the receipt of
Spirit stockholder approval, which was obtained on October 19,
2022, the receipt of applicable regulatory approvals, and the
absence of any law or order prohibiting the consummation of the
transactions.
Spirit, JetBlue, and Merger Sub each make certain customary
representations, warranties and covenants, as applicable, in the
Merger Agreement, and the Merger Agreement contains certain
termination rights for JetBlue and Spirit which, in certain cases,
will result in the payment of termination fees by JetBlue or
Spirit, as applicable.
Refer to Note 3 for further detail of the $3.5 billion Senior
Secured Bridge Facility issued to fund the purchase of
Spirit.
On November 3, 2022, 25 individual consumers filed suit in the U.S.
District Court for the Northern District of California against
JetBlue and Spirit seeking to enjoin the Merger, alleging that it
violates Section 7 of the Clayton Act (the “Private Merger
Lawsuit”). The lawsuit also seeks to enjoin the NEA. On March 7,
2023, the U.S. Department of Justice, along with the Attorneys
General of two states and the District of Columbia filed suit in
the U.S. District Court for the District of Massachusetts against
JetBlue and Spirit, alleging that the Merger violates Section 7 of
the Clayton Act (the “Government Merger Lawsuit”). On March 29,
2023, the Private Merger Lawsuit was transferred to the District of
Massachusetts. On March 31, the Attorneys General of four
additional states joined the Government Merger Lawsuit. The court
set a trial date of October 16, 2023 for the Government Merger
Lawsuit. The Private Merger Lawsuit does not yet have a trial date.
An adverse ruling in either lawsuit could adversely impact our
ability to achieve the intended benefits of the Merger and could
have an adverse impact on our business, financial condition, and
results of operations.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
First Quarter 2023 Results
Our first quarter 2023 results were characterized by strong
operational performance with higher revenue and better cost
efficiency compared to the same period in 2022.
•First
quarter system capacity increased by 9.0% compared to the first
quarter of 2022.
•Revenue
for the first quarter of 2023 increased by 34.1%, or $592 million
year-over-year, to $2.3 billion compared to the first quarter of
2022.
•Operating
revenue per available seat mile ("RASM") for the first quarter of
2023 increased by 23.0% year-over-year to 13.88 cents compared to
the first quarter of 2022.
•Operating
expense for the first quarter of 2023 increased by 22.2%
year-over-year to $2.6 billion compared to the first quarter of
2022.
•Operating
expense per available seat mile ("CASM") for the first quarter of
2023 increased by 12.1% year-over-year to 15.32 cents.
•Excluding
fuel and related taxes, special items, as well as operating
expenses related to our non-airline businesses, our cost per
available seat mile ("CASM ex-fuel")(1)
increased by 1.2% year-over-year to 10 cents for the first quarter
of 2023.
•Our
reported loss per share for the first quarter of 2023 and 2022 were
$(0.58) and $(0.79), respectively. Excluding mark-to-market and
certain net gains on our investments, our adjusted loss per
share(1)
for the first quarter of 2023 was $(0.34). Excluding special items,
our adjusted loss per share(1)
for the first quarter of 2022 was $(0.80).
Network
We previously announced services to the following new
destinations:
|
|
|
|
|
|
|
|
|
Destination |
|
Service Expected to Commence |
|
|
|
Paris, France
|
|
Summer 2023 |
Amsterdam, Netherlands |
|
Summer 2023 |
Tallahassee, Florida |
|
Early 2024 |
Environmental, Social, and Governance ("ESG")
We remain focused on continuing to lead in ESG initiatives. Our
efforts during the first quarter of 2023 included:
•In
February 2023, we announced a partnership with climate tech company
CHOOOSE which focuses on sustainability and advancing the use of
sustainable aviation fuel ("SAF"). This partnership allows JetBlue
customers to estimate the CO2 emissions of their flights and
address their own emissions by allowing customers to make
contributions into a fund dedicated to covering the cost of
SAF.
•In
March 2023, we announced a new collaboration with Shell Aviation to
provide 10 million gallons of blended SAF at Los Angeles
International Airport ("LAX") over the next two years starting in
the first half of 2023, with the option to purchase up to five
million gallons more in the third year either for LAX or other
airports in the network.
Outlook for 2023
We expect revenue for the second quarter of 2023 to increase
between 4.5% to 8.5% compared to the same period in 2022, sustained
by strong demand trends. For the second quarter of 2023, we expect
capacity to increase in range between 4.5% to 7.5% compared to the
same period in 2022. Full year 2023 capacity is expected to
increase between 5.5% to 8.5% compared to 2022.
We expect CASM Ex-Fuel(1)
for the second quarter of 2023 to increase between 1.5% to 3.5%.
The increase is primarily attributed to increased maintenance
expense due to the timing of maintenance activity and growth in
sales and distribution costs
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
22
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
given the year-over-year growth in revenue. We expect full year
2023 CASM Ex-Fuel to increase between 1.5% to 4.5% compared to
2022.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2023 vs. 2022
Overview
We reported a net loss of $192 million, an operating loss of $242
million and an operating margin of (10.4)% for the three months
ended March 31, 2023. This compares to a net loss of $255 million,
an operating loss of $367 million and an operating margin of
(21.1)% for the three months ended March 31, 2022. Loss per share
was $(0.58) for the three months ended March 31, 2023 compared to
$(0.79) for the same period in 2022.
Our reported results for the three months ended March 31, 2023
included the effects of special items and certain net gains on our
investments. Adjusting for these items, our adjusted net
loss(1)
was $111 million, adjusted operating loss(1)
was $130 million, adjusted operating margin(1)
was (5.6)%, and adjusted loss per share(1)
was $(0.34) for the three months ended March 31, 2023.
Our reported results for the three months ended March 31, 2022
included mark-to-market and certain gains and losses on our
investments. Adjusting for these items, our adjusted net
loss(1)
was $256 million, adjusted operating loss(1)
was $367 million, adjusted operating margin(1)
was (21.1)%, and adjusted loss per share(1)
was $(0.80) for the three months ended March 31, 2022.
On-time performance, as defined by the Department of
Transportation, is arrival within 14 minutes of scheduled arrival
time. In the first quarter of 2023, our system wide on-time
performance was 70.4% compared to 65.6% for the same period in
2022. Our completion factor increased by 3.9 points to 98.8% in the
first quarter of 2023 from 94.9% for the same period in
2022.
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Revenues in millions; percent changes based on unrounded
numbers) |
Three Months Ended March 31, |
|
Year-over-Year Change |
2023 |
|
2022 |
|
$ |
|
% |
Passenger revenue |
$ |
2,182 |
|
|
$ |
1,603 |
|
|
$ |
579 |
|
|
36.1 |
% |
|
Other revenue |
146 |
|
|
133 |
|
|
13 |
|
|
9.4 |
|
|
Total operating revenues |
$ |
2,328 |
|
|
$ |
1,736 |
|
|
$ |
592 |
|
|
34.1 |
% |
|
|
|
|
|
|
|
|
|
|
Average Fare |
$ |
214.07 |
|
|
$ |
195.99 |
|
|
$ |
18.08 |
|
|
9.2 |
% |
|
Yield per passenger mile (cents) |
16.31 |
|
|
14.67 |
|
|
1.64 |
|
|
11.2 |
|
|
Passenger revenue per ASM (cents) |
13.01 |
|
|
10.42 |
|
|
2.59 |
|
|
24.9 |
|
|
Operating revenue per ASM (cents) |
13.88 |
|
|
11.29 |
|
|
2.59 |
|
|
23.0 |
|
|
Average stage length (miles) |
1,199 |
|
|
1,231 |
|
|
(32) |
|
|
(2.6) |
|
|
Revenue passengers (thousands) |
10,192 |
|
|
8,177 |
|
|
2,015 |
|
|
24.6 |
|
|
Revenue passenger miles (millions) |
13,375 |
|
|
10,927 |
|
|
2,448 |
|
|
22.4 |
|
|
Available Seat Miles (ASMs) (millions) |
16,769 |
|
|
15,383 |
|
|
1,386 |
|
|
9.0 |
|
|
Load Factor |
79.8 |
% |
|
71.0 |
% |
|
|
|
8.8 |
|
pts. |
Passenger revenue is our primary source of revenue, which includes
seat revenue and baggage fees, as well as revenue from our
ancillary product offerings such as Even More®
Space. The increase in passenger revenue of $579 million, or 36.1%,
for the three months ended March 31, 2023 compared to the same
period in 2022, was primarily driven by the return in demand for
travel as revenue passengers increased by 24.6%. In addition,
average fares increased 9.2% year-over-year.
Other revenue is primarily comprised of the marketing component of
the sales of our TrueBlue®
points. It also includes revenue from the sale of vacation
packages, ground handling fees received from other airlines, and
rental income. The year-
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
23
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
over-year increase in other revenue of $13 million, or 9.4%, was
principally driven by an increase in marketing revenue associated
with our TrueBlue®
program due to higher customer spend and acquisitions.
Operating Expenses
In detail, our operating costs per available seat mile ("ASM") were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions; per ASM data in cents; percent changes based on
unrounded numbers) |
Three Months Ended March 31, |
|
Year-over-Year Change |
|
Cents per ASM |
2023 |
|
2022 |
|
$ |
|
% |
|
2023 |
|
2022 |
|
% Change |
Aircraft fuel and related taxes |
$ |
765 |
|
|
$ |
571 |
|
|
$ |
194 |
|
|
34.1 |
% |
|
4.56 |
|
|
3.71 |
|
|
23.0 |
% |
Salaries, wages and benefits |
741 |
|
|
688 |
|
|
53 |
|
|
7.7 |
|
|
4.42 |
|
|
4.47 |
|
|
(1.2) |
|
Landing fees and other rents |
160 |
|
|
132 |
|
|
28 |
|
|
21.1 |
|
|
0.95 |
|
|
0.86 |
|
|
11.1 |
|
Depreciation and amortization |
151 |
|
|
143 |
|
|
8 |
|
|
5.6 |
|
|
0.90 |
|
|
0.93 |
|
|
(3.2) |
|
Aircraft rent |
32 |
|
|
26 |
|
|
6 |
|
|
24.4 |
|
|
0.19 |
|
|
0.17 |
|
|
14.1 |
|
Sales and marketing |
76 |
|
|
57 |
|
|
19 |
|
|
32.8 |
|
|
0.45 |
|
|
0.37 |
|
|
21.9 |
|
Maintenance, materials and repairs |
176 |
|
|
152 |
|
|
24 |
|
|
15.2 |
|
|
1.04 |
|
|
0.99 |
|
|
5.7 |
|
Other operating expenses |
357 |
|
|
334 |
|
|
23 |
|
|
6.9 |
|
|
2.13 |
|
|
2.17 |
|
|
(1.9) |
|
Special items |
112 |
|
|
— |
|
|
112 |
|
|
NM |
|
0.68 |
|
|
— |
|
|
NM |
Total operating expenses |
$ |
2,570 |
|
|
$ |
2,103 |
|
|
$ |
467 |
|
|
22.2 |
% |
|
15.32 |
|
|
13.67 |
|
|
12.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses excluding special items(1)
|
$ |
2,458 |
|
|
$ |
2,103 |
|
|
$ |
355 |
|
|
16.9 |
% |
|
14.64 |
|
|
13.67 |
|
|
7.2 |
% |
Aircraft Fuel and Related Taxes
Aircraft fuel and related taxes increased by $194 million, or
34.1%, for the three months ended March 31, 2023 compared to the
same period in 2022. The average fuel price for the three months
ended March 31, 2023 increased by 20.8% to $3.50 per gallon. Our
fuel consumption increased by 11.1%, or 22 million gallons, due to
the increase in capacity as demand for travel
returned.
Salaries, Wages and Benefits
Salaries, wages and benefits increased by $53 million, or 7.7%, for
the three months ended March 31, 2023 compared to the same period
in 2022. The new pilot union contract was effective March 1, 2023
and includes several pay rate increases during the two year term,
including an initial pay rate increase of 14%. The average number
of full-time equivalent crewmembers increased by 4.5% compared to
the same period in 2022.
Landing Fees and Other Rents
Landing fees and other rents increased by $28 million, or 21.1%,
for the three months ended March 31, 2023 compared to the same
period in 2022 primarily due to an 11.6% increase in departures and
our operations and growth in high-cost terminals.
Depreciation and Amortization
Depreciation and amortization increased by $8 million, or 5.6%, for
the three months ended March 31, 2023 compared to the same period
in 2022 primarily driven by the addition
of 10 new aircraft that were placed into service since
March 31, 2022.
Aircraft Rent
Aircraft rent increased by $6 million, or 24.4%, for the three
months ended March 31, 2023 compared to the same period in 2022
primarily driven by an increase in leased engines since March 31,
2022 which we added to the fleet to support end of life
optimization and continuity of the operation due to supply chain
constraints.
Sales and Marketing
Sales and marketing increased $19 million, or 32.8%, for the three
months ended March 31, 2023 compared to the same period in 2022
principally driven by higher credit card fees and computer
reservation system charges, which are directly related
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
24
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
to return in demand as we continue to recover from the pandemic.
Revenue passengers increased by 2 million, or 24.6%
year-over-year.
Materials and Repairs
Maintenance materials and repairs increased $24 million, or 15.2%,
for the three months ended March 31, 2023 compared to the same
period in 2022, primarily driven by the timing of engine and heavy
maintenance visits, the aging of our fleet, and the increase in
flying.
Other Operating Expenses
Other operating expenses consist of the following categories:
outside services, airport expenses (including expenses related to
fueling, ground handling, skycap, security, and catering services),
personnel expenses, professional and legal fees, onboard supplies,
shop and office supplies, bad debts, communication costs, and taxes
other than payroll and fuel taxes.
Other operating expenses increased $23 million, or 6.9%, for the
three months ended March 31, 2023 compared to the same period in
2022, primarily due to an increase in airport services resulting
from an
11.6% increase in departures.
Special Items
Special items for the three months ended March 31, 2023 included
the following:
•Expenses
of $17 million relating to our acquisition of Spirit Airlines;
and
•Expense
of $95 million related to a pilot union contract ratification
payment and adjustment to other benefit-related items.
There were no special items for the three months ended March 31,
2022.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
25
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operational Statistics
The following table sets forth our operating statistics for the
three months ended March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Year-over-Year Change |
(percent changes based on unrounded numbers) |
2023 |
|
2022 |
|
% |
Operational Statistics |
|
|
|
|
|
|
Revenue passengers (thousands) |
10,192 |
|
|
8,177 |
|
|
24.6 |
|
|
Revenue passenger miles (RPMs) (millions) |
13,375 |
|
|
10,927 |
|
|
22.4 |
|
|
Available seat miles (ASMs) (millions) |
16,769 |
|
|
15,383 |
|
|
9.0 |
|
|
Load factor |
79.8 |
% |
|
71.0 |
% |
|
8.8 |
|
pts |
Aircraft utilization (hours per day) |
11.1 |
|
|
9.9 |
|
|
12.1 |
|
|
|
|
|
|
|
|
|
Average fare |
$ |
214.07 |
|
|
$ |
195.99 |
|
|
9.2 |
|
|
Yield per passenger mile (cents) |
16.31 |
|
|
14.67 |
|
|
11.2 |
|
|
Passenger revenue per ASM (cents) |
13.01 |
|
|
10.42 |
|
|
24.9 |
|
|
Operating revenue per ASM (cents) |
13.88 |
|
|
11.29 |
|
|
23.0 |
|
|
Operating expense per ASM (cents) |
15.32 |
|
|
13.67 |
|
|
12.1 |
|
|
Operating expense per ASM, excluding fuel(1)
|
9.99 |
|
|
9.87 |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
Departures |
87,481 |
|
|
78,393 |
|
|
11.6 |
|
|
Average stage length (miles) |
1,199 |
|
|
1,231 |
|
|
(2.6) |
|
|
Average number of operating aircraft during period |
278.2 |
|
|
282.0 |
|
|
(1.3) |
|
|
Average fuel cost per gallon, including fuel taxes |
$ |
3.50 |
|
|
$ |
2.90 |
|
|
20.8 |
|
|
Fuel gallons consumed (millions) |
219 |
|
|
197 |
|
|
11.1 |
|
|
Average number of full-time equivalent crewmembers |
20,167 |
|
|
19,304 |
|
|
4.5 |
|
|
We expect our operating results to significantly fluctuate from
quarter-to-quarter in the future as a result of various factors,
many of which are outside of our control. For example, air traffic
controller shortages in the northeast have recently caused
disruptions in the industry and forced us to cut back our summer
capacity plans to help protect our operations. Even with the flight
cutbacks, we still expect challenges in the operating environment
this summer. Consequently, we believe quarter-to-quarter
comparisons of our operating results may not necessarily be
meaningful; you should not rely on our results for any one quarter
as an indication of our future performance. Except for uncertainty
related to the cost of aircraft fuel, we expect our expenses to
continue to increase as we acquire additional aircraft, as our
fleet ages, and as we expand the frequency of flights in existing
markets as well as enter into new markets.
Operational challenges have had an impact on our business in the
first quarter of 2023. These challenges include disruptions in our
supply chains and those of our business partners, leading to
aircraft delivery delays and negatively impacting the ability to
source spare parts and complete maintenance on a timely basis.
Additionally, reliability challenges with some of our aircraft
engines using new technology have led to grounded aircraft events.
These challenges have resulted - and are expected to continue to
result - in flight delays and cancellations.
CONSOLIDATED BALANCE SHEET ANALYSIS
The following is a discussion of the changes in certain balance
sheet data between March 31, 2023, and December 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
Selected Balance Sheet Data: |
March 31, 2023 |
|
December 31, 2022 |
|
$ Change |
|
% Change |
ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
1,333 |
|
|
1,042 |
|
|
291 |
|
|
27.9 |
% |
Investment securities |
357 |
|
|
522 |
|
|
(165) |
|
|
(31.6) |
% |
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
26
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
Selected Balance Sheet Data: |
March 31, 2023 |
|
December 31, 2022 |
|
$ Change |
|
% Change |
Inventories, less allowance (2023-$30; 2022-$29) |
76 |
|
|
87 |
|
|
(11) |
|
|
(11.7) |
% |
Prepaid expenses and other |
154 |
|
|
120 |
|
|
34 |
|
|
29.0 |
% |
LIABILITIES |
|
|
|
|
|
|
|
Accounts payable |
626 |
|
|
532 |
|
|
94 |
|
|
17.6 |
% |
Air traffic liability |
1,926 |
|
|
1,581 |
|
|
345 |
|
|
21.8 |
% |
Other accrued liabilities |
554 |
|
|
486 |
|
|
68 |
|
|
14.2 |
% |
Cash and cash equivalents
Cash and cash equivalents
increased
by $291 million,
or 27.9%, to $1.3 billion as of March 31, 2023. Notable
inflows during the three months ended March 31, 2023 included
net proceeds from the sale of investment securities of
$165 million and proceeds from a sale leaseback transaction of
$38 million.
Investment securities
Investment securities decreased by $165 million, or 31.6%,
primarily driven by the maturities of our commercial paper and time
deposits that were outstanding at December 31,
2022.
Inventories, less allowance
Inventories, less allowance decreased by $11 million, or 11.7%,
mainly driven by a decrease in our inventory of aircraft
fuel.
Prepaid expense and other
Prepaid expense and other increased by $34 million, or 29.0%,
driven by an increase in prepaid credit card fees in line with our
increase in air traffic liability.
Accounts payable
Accounts payable increased by $94 million, or 17.6%, primarily due
to increases in operating expenses coupled with timing of vendor
payments.
Air traffic liability
Air traffic liability increased by $345 million, or 21.8%, driven
by the strengthening of demand for future air travel.
Other accrued liabilities
Other accrued liabilities increased by $68 million, or 14.2%,
primarily due to the timing of passenger tax remittances to
governmental authorities. Passenger taxes are collected from
customers when tickets are sold and remitted to the government
authorities at a later date. The increase in passenger tax
liability correlates to the increase in demand for
travel.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
27
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The airline business is capital intensive. Our ability to
successfully execute our growth plans is largely dependent on the
continued availability of capital on attractive terms. In addition,
our ability to successfully operate our business depends on
maintaining sufficient liquidity. We believe we have adequate
resources from a combination of cash and cash equivalents,
investment securities on hand, and available lines of credit.
Additionally, our unencumbered assets could be an additional source
of liquidity, if necessary.
We believe a healthy liquidity position is a crucial element of our
ability to weather any part of the economic cycle while continuing
to execute on our plans for profitable growth and increased
returns. Our goal is to continue to be diligent with our liquidity,
maintain financial flexibility, and be prudent with capital
spending.
At March 31, 2023, we had cash, cash equivalents, short-term
investments, and long-term marketable securities of approximately
$1.7 billion.
Analysis of Cash Flows
Operating Activities
We rely primarily on operating cash flows to provide working
capital for current and future operations. Cash flows from
operating activities were $405 million and $247 million for the
three months ended March 31, 2023 and 2022, respectively.
Lower losses, principally driven by higher operating revenues
contributed to the increase in operating cash flows.
Investing Activities
During the three months ended March 31, 2023, capital
expenditures related to our purchase of flight equipment included
$10 million in work-in-progress relating to flight equipment, $47
million for flight equipment deposits, and $83 million for aircraft
and engines. Other property and equipment capital expenditures also
included $31 million in groundwork-in-progress. Investing
activities for the current year period also included
$165 million in net proceeds from investment securities and
$33 million payment for acquisition of Spirit. We made no flight
equipment deposits for the three months ended March 31, 2023
as we work with Airbus to realign such payments to anticipated
delivery delays as described further in Note 6 to our condensed
consolidated financial statements.
During the three months ended March 31, 2022, capital
expenditures related to our purchase of flight equipment included
$17 million for spare part purchases, $49 million in
work-in-progress relating to flight equipment, and $49 million for
flight equipment deposits. Other property and equipment capital
expenditures also included ground equipment purchases and
facilities improvements for $19 million. Investing activities for
the current year period also included $200 million in net purchases
of investment securities.
Financing Activities
Financing activities for the three months ended March 31, 2023
primarily consisted of proceeds from a sale leaseback transaction
of $38 million offset by $109 million payments on our outstanding
debt and finance lease obligations.
Financing activities for the three months ended March 31, 2022
primarily consisted of principal payments of $83 million on our
outstanding debt and finance lease obligations.
Working Capital
We had working capital deficits of $1.9 billion and $1.8 billion at
March 31, 2023 and December 31, 2022, respectively. Our
working capital deficit increased by $80 million due to several
factors, including an overall increase in our air traffic
liability.
Working capital deficits are customary in the airline industry
since a large portion of air traffic liability is classified within
current liability.
We expect to meet our obligations as they become due through
available cash, investment securities, and internally generated
funds, supplemented, as necessary, by financing activities, which
may be available to us. We expect to generate positive operating
cash flow. However, we cannot predict what the effect on our
business might be from the extremely competitive environment in
which we operate, or from events beyond our control, such as
volatile fuel prices, economic
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
28
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
conditions, weather-related disruptions, airport infrastructure
challenges, the spread of infectious diseases, the impact of other
airline bankruptcies, restructurings or consolidations, U.S. or
international military actions, acts of terrorism, or other
external geopolitical events and conditions. We believe there is
sufficient liquidity available to us to meet our cash requirements
for at least the next 12 months.
Contractual Obligations
Our contractual obligations at March 31, 2023 included the
following (in billions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due in |
|
Total |
|
2023 |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
2028 |
Debt and finance lease obligations(1)
|
$ |
4.1 |
|
|
$ |
0.3 |
|
|
$ |
0.3 |
|
|
$ |
0.3 |
|
|
$ |
1.0 |
|
|
$ |
0.2 |
|
|
$ |
2.0 |
|
Operating lease obligations |
1.0 |
|
|
0.1 |
|
|
0.1 |
|
|
0.1 |
|
|
0.1 |
|
|
0.1 |
|
|
0.5 |
|
Flight equipment purchase obligations(2)
|
7.7 |
|
|
1.5 |
|
|
2.2 |
|
|
1.7 |
|
|
1.3 |
|
|
1.0 |
|
|
— |
|
Other obligations(3)
|
2.2 |
|
|
0.4 |
|
|
0.4 |
|
|
0.4 |
|
|
0.5 |
|
|
0.5 |
|
|
— |
|
Total |
$ |
15.0 |
|
|
$ |
2.3 |
|
|
$ |
3.0 |
|
|
$ |
2.5 |
|
|
$ |
2.9 |
|
|
$ |
1.8 |
|
|
$ |
2.5 |
|
The amounts stated above do not include additional obligations
incurred as of result of financing activities executed after
March 31, 2023.
(1)
Includes actual interest and estimated interest for floating-rate
debt based on March 31, 2023 rates.
(2)
Amounts represent obligations based on the current delivery
schedule set forth in our Airbus order book as of March 31,
2023.
(3)
Amounts include non-cancelable commitments for the purchase of
goods and services.
As of March 31, 2023, we are in compliance with the covenants
of our debt and lease agreements. We have approximately $45 million
of restricted cash pledged under standby letters of credit related
to certain leases that will expire at the end of the related lease
terms.
As of March 31, 2023, our fleet consisted of 130 Airbus A320
aircraft, 63 Airbus A321 aircraft, 24 Airbus A321neo aircraft, 15
Airbus A220 aircraft, and 58 Embraer E190 aircraft. Of our fleet,
228 are owned by us, 62 are leased under operating leases, and none
are leased under finance leases. Our owned aircraft include
aircraft associated with sale-leaseback transactions that did not
qualify as sales for accounting purposes. In the first quarter of
2023, we took delivery of one Airbus A321 LR aircraft and one
Airbus A220 aircraft, and sold two EMBRAER E190 aircraft. As of
March 31, 2023, the average age of our operating fleet was
12.5 years.
Our aircraft order book as of March 31, 2023 is as
follows(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
Airbus A321neo |
|
Airbus A220 |
|
Total |
2023 |
11 |
|
|
17 |
|
|
28 |
|
2024 |
13 |
|
|
30 |
|
|
43 |
|
2025 |
11 |
|
|
24 |
|
|
35 |
|
2026 |
12 |
|
|
14 |
|
|
26 |
|
2027 |
14 |
|
|
— |
|
|
14 |
|
|
|
|
|
|
|
Total |
61 |
|
|
85 |
|
|
146 |
|
(1)
Our aircraft order book is subject to change based on modifications
to the contractual agreements or changes in the delivery
schedules.
Expenditures for our aircraft and spare engines include estimated
amounts for contractual price escalations and predelivery deposits.
We expect to meet our predelivery deposit requirements for our
aircraft by paying cash or by using short-term borrowing facilities
for deposits required six to 24 months prior to delivery.
Any predelivery deposits paid by the issuance of notes are fully
repaid at the time of delivery of the related
aircraft.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
29
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Depending on market conditions, we anticipate using a mix of cash
and debt financing for aircraft scheduled for delivery in 2023. For
deliveries after 2023, although we believe debt and/or lease
financing should be available to us, we cannot give any assurance
that we will be able to secure financing on attractive terms, if at
all. While these financings may or may not result in an increase in
liabilities on our balance sheet, we expect our fixed costs to
increase regardless of the financing method ultimately chosen. To
the extent we cannot secure financing on terms we deem attractive,
we may be required to pay in cash, further modify our aircraft
acquisition plans, or incur higher than anticipated financing
costs.
Off-Balance Sheet Arrangements
Although some of our aircraft lease arrangements are with variable
interest entities, as defined by Topic 810,
Consolidations
of the FASB Codification, none of them require consolidation in our
condensed consolidated financial statements. Our decision to
finance these aircraft through operating leases rather than through
debt was based on an analysis of the cash flows and tax
consequences of each financing alternative and a consideration of
liquidity implications. We are responsible for all maintenance,
insurance, and other costs associated with operating these
aircraft; however, we have not made any residual value or other
guarantees to our lessors.
We have determined that we hold a variable interest in, but are not
the primary beneficiary of, certain pass-through trusts. The
beneficiaries of these pass-through trusts are the purchasers of
equipment notes issued by us to finance the acquisition of
aircraft. They maintain liquidity facilities whereby a third party
agrees to make payments sufficient to pay up to 18 months of
interest on the applicable certificates if a payment default
occurs.
We have also made certain guarantees and indemnities to other
unrelated parties that are not reflected on our balance sheet,
which we believe will not have a significant impact on our results
of operations, financial condition or cash flows. We have no other
off-balance sheet arrangements.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting
policies and estimates from the information provided in
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations-Critical Accounting Policies
and Estimates included in our 2022 Form 10-K.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
30
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This Report (or otherwise made by JetBlue or on JetBlue’s behalf)
contains various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”), which represent our
management’s beliefs and assumptions concerning future events.
These statements are intended to qualify for the “safe harbor” from
liability established by the Private Securities Litigation Reform
Act of 1995. When used in this document and in documents
incorporated herein by reference, the words
“expects,”
“plans,”
“intends,” “anticipates,” “indicates,” “remains,” “believes,”
“estimates,” “forecast,” “guidance,” “outlook,” “may,” “will,”
“should,” “seeks,” “goals,” “targets” and similar expressions are
intended to identify forward-looking statements. Additionally,
forward-looking statements include statements that do not relate
solely to historical facts, such as statements which identify
uncertainties or trends, discuss the possible future effects of
current known trends or uncertainties, or which indicate that the
future effects of known trends or uncertainties cannot be
predicted, guaranteed, or assured. Forward-looking statements
involve risks, uncertainties and assumptions, and are based on
information currently available to us. Actual results may differ
materially from those expressed in the forward-looking statements
due to many factors, including, without limitation, the COVID-19
pandemic and government-imposed measures to control its spread;
risk associated with execution of our strategic operating plans in
the near-term and long-term; our extremely competitive industry;
risks related to the long-term nature of our fleet order book;
volatility in fuel prices and availability of fuel; increased
maintenance costs associated with fleet age; costs associated with
salaries, wages and benefits; risks associated with doing business
internationally; our reliance on high daily aircraft utilization;
our dependence on the New York metropolitan market; risks
associated with extended interruptions or disruptions in service at
our focus cities; risks associated with airport expenses; risks
associated with seasonality and weather; our reliance on a limited
number of suppliers; risks related to new or increased tariffs
imposed on commercial aircraft and related parts imported from
outside the United States; the outcome of lawsuits filed against us
related to our Northeast Alliance with American Airlines Group
Inc.; the occurrence of any event, change or other circumstances
that could give rise to the right of JetBlue or Spirit Airlines
Inc. ("Spirit") or both of them to terminate the Merger Agreement;
failure to obtain certain governmental approvals necessary to
consummate the merger with Spirit (the "Merger"); the outcome of
the lawsuit filed by the Department of Justice and certain state
Attorneys General against us and Spirit related to the Merger;
risks associated with failure to consummate the Merger in a timely
manner or at all; risks associated with the pendency of the Merger
and related business disruptions; indebtedness following
consummation of the Merger and associated impacts on business
flexibility, borrowing costs and credit ratings; the possibility
that JetBlue may be unable to achieve expected synergies and
operating efficiencies within the expected timeframes or at all;
challenges associated with successful integration of Spirit's
operations; expenses related to the Merger and integration of
Spirit; the potential for loss of management personal and other key
crewmembers as a result of the Merger; risks associated with
effective management of the combined company following the Merger;
risks associated with JetBlue being bound by all obligations and
liabilities of Spirit following consummation of the Merger; risks
associated with the integration of JetBlue and Spirit workforce,
including with respect to negotiation of labor agreements and labor
costs; the impact of the Merger on JetBlue’s earnings per share;
risks associated with cybersecurity incidents; heightened
regulatory requirements concerning data security compliance; risks
associated with reliance on, and potential failure of, automated
systems; our inability to attract and retain qualified crewmembers;
our being subject to potential unionization, work stoppages,
slowdowns or increased labor costs; reputational and business risk
from an accident or incident involving our aircraft; risks
associated with our reputation and brand; our significant fixed
obligations; our substantial indebtedness; financial risks
associated with credit card processors; restrictions as a result of
our participation in governmental support programs; risks
associated with seeking short-term additional financing liquidity;
failure to realize the value of intangible or long-lived assets;
risks associated with disease outbreaks or environmental disasters
affecting travel behavior; compliance with future environmental
regulations; the impacts of federal budget constraints or federally
imposed furloughs; climate change; changes in government
regulations in our industry; acts of war or terrorism; global
economic conditions or an economic downturn leading to a continuing
or accelerated decrease in demand for air travel; and risks
associated with the implementation of 5G wireless technology near
airports that we operate in. It is routine for our internal
projections and expectations to change as the year or each quarter
in the year progresses, and therefore it should be clearly
understood that the internal projections, beliefs, and assumptions
upon which we base our expectations may change prior to the end of
each quarter or year. Any outlook or forecasts in this document
have been prepared without taking into account or consideration the
Merger with Spirit.
Given the risks and uncertainties surrounding forward-looking
statements, you should not place undue reliance on these
statements. You should understand that many important factors, in
addition to those discussed or incorporated by reference in this
Report, could cause our results to differ materially from those
expressed in the forward-looking statements. Further information
concerning these and other factors is contained in JetBlue's
filings with the Securities and Exchange Commission
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
31
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(the "SEC"), including but not limited to in our 2022 Form 10-K. In
light of these risks and uncertainties, the forward-looking events
discussed in this Report might not occur. Our forward-looking
statements speak only as of the date of this Report. Other than as
required by law, we undertake no obligation to update or revise
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Where You Can Find Other Information
Our website is
www.jetblue.com.
Information contained on our website is not part of this Report.
Information we furnish or file with the SEC, including our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and any amendments to or exhibits
included in these reports are available for download, free of
charge, on our website soon after such reports are filed with or
furnished to the SEC. Our SEC filings, including exhibits filed
therewith, are also available at the SEC’s website at
www.sec.gov.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
32
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
REGULATION G RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES
We use non-GAAP financial measures in this report. Non-GAAP
financial measures are financial measures that are derived from the
condensed consolidated financial statements, but that are not
presented in accordance with generally accepted accounting
principles in the United States, or GAAP. We believe these non-GAAP
financial measures provide a meaningful comparison of our results
to others in the airline industry and our prior year results.
Investors should consider these non-GAAP financial measures in
addition to, and not as a substitute for, our financial performance
measures prepared in accordance with GAAP. Further, our
non-GAAP information may be different from the non-GAAP information
provided by other companies. The information below provides an
explanation of each non-GAAP financial measure and shows a
reconciliation of non-GAAP financial measures used in this filing
to the most directly comparable GAAP financial
measures.
Operating Expenses per Available Seat Mile, excluding Fuel and
Related Taxes, Other Non-Airline Operating Expenses, and Special
Items ("CASM Ex-Fuel")
Operating expenses per available seat mile ("CASM") is a common
metric used in the airline industry. Our CASM for the relevant
periods are summarized in the table below. We exclude aircraft fuel
and related taxes, operating expenses related to other non-airline
businesses, such as JBV and JetBlue Travel Products, and special
items from operating expenses to determine CASM ex-fuel, which is a
non-GAAP financial measure.
For the three months ended March 31, 2023, special items
included costs related to our acquisition of Spirit Airlines and
union contract costs.
There were no special items for the three months ended March 31
2022.
We believe that CASM ex-fuel is useful for investors because it
provides investors the ability to measure financial performance
excluding items beyond our control, such as fuel costs, which are
subject to many economic and political factors, or not related to
the generation of an available seat mile, such as operating expense
related to certain non-airline businesses. We believe this non-GAAP
measure is more indicative of our ability to manage airline costs
and is more comparable to measures reported by other major
airlines.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE PER ASM, EXCLUDING
FUEL |
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
($ in millions; per ASM data in cents) |
$ |
|
per ASM |
|
$ |
|
per ASM |
Total operating expenses |
$ |
2,570 |
|
|
$ |
15.32 |
|
|
$ |
2,103 |
|
|
$ |
13.67 |
|
Less: |
|
|
|
|
|
|
|
Aircraft fuel and related taxes |
765 |
|
|
4.56 |
|
|
571 |
|
|
3.71 |
|
Other non-airline expenses |
18 |
|
|
0.09 |
|
|
14 |
|
|
0.09 |
|
Special items |
112 |
|
|
0.68 |
|
|
— |
|
|
— |
|
Operating expenses, excluding fuel |
$ |
1,675 |
|
|
$ |
9.99 |
|
|
$ |
1,518 |
|
|
$ |
9.87 |
|
With respect to JetBlue’s CASM ex-fuel guidance, we are unable to
provide a reconciliation of the non-GAAP financial measure to GAAP
because the excluded items have not yet occurred and cannot be
reasonably predicted. The reconciling information that is
unavailable would include a forward-looking range of financial
performance measures beyond our control, such as fuel costs, which
are subject to many economic and political factors. Accordingly, a
reconciliation to CASM is not available without unreasonable
effort.
Operating Expense, Loss before Taxes, Net Loss and Loss per Share,
excluding Special Items and Net Gain on Investments
Our GAAP results in the applicable periods were impacted by charges
that were deemed special items.
For the three months ended March 31, 2023, special items
included costs related to our acquisition of Spirit Airlines and
union contract costs.
There were no special items for the three months ended March 31
2022.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Mark-to-market and certain net gains on our investments were also
excluded from our results for the three months ended March 31,
2023.
We believe the impact of these items distort our overall trends and
that our metrics are more comparable with the presentation of our
results excluding the impact of these items. The table below
provides a reconciliation of our GAAP reported amounts to the
non-GAAP amounts excluding the impact of these items.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP FINANCIAL MEASURE |
RECONCILIATION OF OPERATING EXPENSE, LOSS BEFORE TAXES, NET LOSS
AND LOSS PER SHARE
EXCLUDING SPECIAL ITEMS AND NET GAIN ON INVESTMENTS |
|
|
Three Months Ended March 31, |
(in millions, except per share amounts) |
|
2023 |
|
2022 |
Total operating revenues |
|
$ |
2,328 |
|
|
$ |
1,736 |
|
|
|
|
|
|
Total operating expenses |
|
$ |
2,570 |
|
|
$ |
2,103 |
|
Less: Special items |
|
112 |
|
|
— |
|
Total operating expenses excluding special items |
|
$ |
2,458 |
|
|
$ |
2,103 |
|
|
|
|
|
|
Operating loss |
|
$ |
(242) |
|
|
$ |
(367) |
|
Add back: Special items |
|
112 |
|
|
— |
|
Operating loss excluding special items |
|
$ |
(130) |
|
|
$ |
(367) |
|
|
|
|
|
|
Operating margin excluding special items |
|
(5.6) |
% |
|
(21.1) |
% |
|
|
|
|
|
Loss before income taxes |
|
$ |
(266) |
|
|
$ |
(398) |
|
Add back: Special items |
|
112 |
|
|
— |
|
Less: Net gain on investments |
|
3 |
|
|
2 |
|
Loss before income taxes excluding special items and net gain on
investments |
|
$ |
(157) |
|
|
$ |
(400) |
|
|
|
|
|
|
Pre-tax margin excluding special items and net gain on
investments |
|
(6.8) |
% |
|
(23.0) |
% |
|
|
|
|
|
Net loss |
|
$ |
(192) |
|
|
$ |
(255) |
|
Add back: Special items |
|
112 |
|
|
— |
|
Less: Income tax benefit related to special items |
|
29 |
|
|
— |
|
Less: Net gain on investments |
|
3 |
|
|
2 |
|
Less: Income tax expense related to gain on investments |
|
(1) |
|
|
(1) |
|
Net loss excluding special items and net gain on
investments |
|
$ |
(111) |
|
|
$ |
(256) |
|
|
|
|
|
|
Loss Per Common Share: |
|
|
|
|
Basic |
|
$ |
(0.58) |
|
|
$ |
(0.79) |
|
Add back: Special items, net of tax |
|
0.25 |
|
|
— |
|
Less: Net gain on investments, net of tax |
|
0.01 |
|
|
0.01 |
|
Basic excluding special items and net gain on
investments |
|
$ |
(0.34) |
|
|
$ |
(0.80) |
|
|
|
|
|
|
Diluted |
|
$ |
(0.58) |
|
|
$ |
(0.79) |
|
Add back: Special items, net of tax |
|
0.25 |
|
|
— |
|
Less: Net gain on investments, net of tax |
|
0.01 |
|
|
0.01 |
|
Diluted excluding special items and net gain on
investments |
|
$ |
(0.34) |
|
|
$ |
(0.80) |
|
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Free Cash Flow
The table below reconciles cash provided by operations determined
in accordance with GAAP to Free Cash Flow, a non-GAAP financial
measure. Management believes that Free Cash Flow is a relevant
metric in measuring our financial strength and is useful to
investors in assessing our ability to fund future capital
commitments and other obligations. Investors should consider this
non-GAAP financial measure in addition to, and not as a substitute
for, our financial measures prepared in accordance with
GAAP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP FINANCIAL MEASURE |
RECONCILIATION OF FREE CASH FLOW |
|
|
Three Months Ended March 31, |
(in millions) |
|
2023 |
|
2022 |
Net cash provided by operating activities |
|
$ |
405 |
|
|
$ |
247 |
|
Less: Capital expenditures |
|
(172) |
|
|
(85) |
|
Less: Predelivery deposits for flight equipment |
|
— |
|
|
(49) |
|
Free Cash Flow |
|
$ |
233 |
|
|
$ |
113 |
|
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Except as described below, there have been no material changes in
market risks from the information provided in Item 7A.
Quantitative and Qualitative Disclosures About Market Risk included
in our 2022 Form 10-K.
Aircraft Fuel
Our results of operations are affected by changes in the price and
availability of aircraft fuel. Market risk is estimated as a
hypothetical 10% increase in the March 31, 2023 cost per
gallon of fuel. Based on projected fuel consumption for the next 12
months, including the impact of our hedging position, such an
increase would result in an increase to aircraft fuel expense of
approximately
$282 million.
As of March 31, 2023, we have hedged 30.5% of our projected
fuel requirement for the second quarter of 2023, 30.1% for the
third quarter of 2023 and 20.0% for the fourth quarter of
2023.
Interest
Our earnings are affected by changes in interest rates due to the
impact those changes have on interest expense from variable-rate
debt instruments and on interest income generated from our cash and
investment balances. The interest rate is fixed for $3.5 billion of
our debt and finance lease obligations, with the remaining $48
million having floating interest rates. As of March 31, 2023,
if interest rates were on average 100 basis points higher in 2023,
our annual interest expense would not materially increase. This
amount is determined by considering the impact of the hypothetical
change in interest rates on our variable rate debt.
If interest rates were to average 100 basis points lower in 2023
than they were during 2022, our interest income from cash and
investment balances would decrease by approximately $2 million.
This amount is determined by considering the impact of the
hypothetical change in interest rates on the balances of our money
market funds and short-term, interest-bearing investments for the
trailing twelve-month period.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined
in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act) that are designed to ensure that information required to
be disclosed by us in reports that we file under the Exchange Act
is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms and that such
information required to be disclosed by us in reports that we
file under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer
("CEO") and our Chief Financial Officer ("CFO"), to allow
timely decisions regarding required disclosure. Management,
with the participation of our CEO and CFO, performed an
evaluation of the effectiveness of our disclosure controls and
procedures as of March 31, 2023. Based on that evaluation, our
CEO and CFO concluded that our disclosure controls and
procedures were effective as of March 31, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) identified in connection with the evaluation of
our controls performed during the quarter ended March 31,
2023 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our business, we are party to various
legal proceedings and claims which we believe are incidental to the
operation of our business.
Refer to Note 6 to our condensed consolidated
financial statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q for additional information.
ITEM 1A. RISK FACTORS
Part I, Item 1A "Risk Factors" of our 2022 Form 10-K, includes a
discussion of our risk factors which are incorporated herein. There
have been no material changes from the risk factors associated with
our business previously disclosed in our Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM 5. OTHER INFORMATION
Transaction Incentive Awards
In connection with the Company’s proposed merger (the “Merger”)
with Spirit Airlines, Inc. (“Spirit”), on April 25, 2023 and April
27, 2023 the Compensation Committee and the Board approved
transaction incentive awards (“Transaction Incentive Awards”)
comprised of cash (25%), performance stock units (“PSUs”) (25%) and
restricted stock units (“RSUs”) (50%), for the named executive
officers (“NEOs”). The target amounts for the Transaction Incentive
Awards to the NEOs are as follows: $2,000,000 for Robin Hayes,
$1,100,000 for Joanna Geraghty, $1,500,000 for Ursula Hurley,
$700,000 for Carol Clements and $1,250,000 for Brandon
Nelson.
The cash portion of the Transaction Incentive Awards is designed to
recognize the past, current and future efforts by the NEOs
necessary to achieve a successful completion of the Merger and
integration of the two companies. The cash portion of the award
will vest on the first anniversary of the grant date and is subject
to the NEOs continued employment with the Company.
The RSUs and PSUs portions of the Transaction Incentive Awards were
granted under, and pursuant to the terms and conditions of, the
Company’s 2020 Omnibus Equity Incentive Plan (the “Plan”). The RSUs
and PSUs are designed to retain and motivate our NEOs and to
further align their interests with those of our stockholders
throughout the planning and completion of the Merger and the
integration of the two companies.
The RSUs will vest on the second anniversary of the grant date and
are otherwise subject to the same terms and conditions provided
under the form of RSU award agreement previously disclosed by the
Company.
The PSUs will settle as soon as reasonably practicable following
the certification of performance results by the Compensation
Committee, based on the level of achievement of pre-established
performance goals and subject to the consummation of the Merger,
following a three-year performance period commencing on January 1,
2023 and subject to the terms and conditions of the form of PSU
award agreement filed herewith as Exhibit 10.2. If the Merger is
not consummated, the PSUs will be forfeited in their
entirety.
The Compensation Committee and the Board determined that the three
components of the Transaction Incentive Awards would collectively
reward, retain and incentivize the NEOs for their efforts, while
also continuing to tie pay to performance (including but not
limited to the successful integration of the two
companies).
The foregoing description of the RSUs and PSUs are summaries and
are qualified in their entirety by reference to the complete terms
of the Plan and applicable forms of award agreement, each as
incorporated by reference herein. The Plan was filed as Exhibit
10.31 to the Company’s Current Report on Form 8-K, filed on May 20,
2020, the form of RSU award agreement was filed as Exhibit 10.9 to
the Company’s Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2021 and the form of PSU award agreement for the
Transaction Incentive Awards is filed herewith as Exhibit
10.2.
Executive Compensation Awards
As previously disclosed in the Company’s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2021 and March 31, 2022, in
April 2021 and April 2022 certain NEOs were granted Executive
Retention Awards (“ERAs”), subject to
PART II. OTHER INFORMATION
the lapse of compensation restrictions under the grants and loans
the Company received from the U.S. Department of the Treasury under
the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act,
the United States Consolidated Appropriations Act, and the American
Rescue Plan Act of 2021 (collectively referred to as the
“Government Support”). A portion of the ERAs is also subject to the
achievement of certain performance conditions.
The Government Support restrictions lapsed on April 1, 2023 and, on
April 27, 2023, the Board certified the achievement of the
performance conditions, two successive quarters of positive EBITDA,
for the performance-based ERAs and approved an additional payment
based on the Company’s achievement of five out of six quarters of
positive EBITDA, in the following amounts: $200,000 for Robin
Hayes, $60,000 for Joanna Geraghty, $485,000 for Ursula Hurley and
$135,000 for Brandon Nelson. The payments pursuant to the ERAs will
be made on May 5, 2023.
Changes to Chief Financial Officer Compensation
Upon the lapse of the Government Support restrictions, the
Compensation Committee established new target compensation levels
under our executive compensation programs for our Chief Financial
Officer, Ursula Hurley, as described below. In establishing this
new target compensation, the Compensation Committee took into
account Ms. Hurley’s experience and responsibility, the Company’s
compensation philosophy and focus on performance-based
compensation, and the compensation of similarly situated executives
at other comparable companies.
Ms. Hurley’s new target compensation levels were approved by the
Compensation Committee on April 24, 2023 and will be effective as
of May 1, 2023. Ms. Hurley’s target base salary was increased to
$575,000, her target annual short-term incentive was increased to
100% of base salary, and her target annual long-term incentive was
set at $1,900,000, comprised of RSUs and PSUs.
ITEM 6. EXHIBITS
See accompanying Exhibit Index for a list of the exhibits
filed or furnished with this Report.
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit Number |
|
Exhibit |
3.1 |
|
|
10.1†* |
|
|
10.2†* |
|
|
31.1* |
|
|
31.2* |
|
|
32** |
|
|
101.INS |
|
XBRL Instance Document - The instance document does not appear
in the interactive data file because its XBRL tags are embedded
within the Inline XBRL document. |
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
† |
|
Compensatory plans in which the directors and executive officers of
JetBlue participate. |
|
|
|
* |
|
Filed herewith. |
** |
|
Furnished herewith. |
|
|
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
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JETBLUE AIRWAYS CORPORATION |
|
|
|
|
|
|
(Registrant) |
|
|
|
|
Date: |
|
April 28, 2023 |
|
|
|
By: |
|
/s/ Al Spencer |
|
|
|
|
|
|
|
|
Al Spencer |
|
|
|
|
|
|
|
|
Vice President, Controller and Principal Accounting
Officer |
JetBlue Airways (NASDAQ:JBLU)
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