presented under the new standard, while comparative years presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.
See Note 6, "Leases, Commitments and Contingencies," for more information.
Note 2 — Flying Agreements Revenue and Airport Customer Service and Other Revenues
The Company recognizes flying agreements revenue and airport customer service and other revenues when the service is provided under its code-share agreements. Under the Company’s fixed-fee arrangements (referred to as “fixed-fee arrangements,” “fixed-fee contracts” or “capacity purchase agreements”) with Delta Air Lines, Inc. (“Delta”), United Airlines, Inc. (“United”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”), the major airline partner generally pays the Company a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month with additional incentives based on flight completion and on-time performance. The major airline partner also directly reimburses the Company for certain direct expenses incurred under the fixed-fee arrangement, such as airport landing fees and airport rents. Under the fixed-fee arrangements, the Company’s performance obligation is met when each flight is completed and is reflected in flying agreements revenue. The transaction price for the fixed-fee agreements is determined from the fixed-fee consideration, incentive consideration and directly reimbursed expenses earned as flights are completed over the agreement term. For the three months ended March 31, 2019, fixed-fee arrangements represented approximately 84.8% of the Company’s flying agreements revenue.
Under the Company’s revenue-sharing arrangements (referred to as a “revenue-sharing” or “prorate” arrangement), the major airline partner and the Company negotiate a passenger fare proration formula, pursuant to which the Company receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on a Company airline and the other portion of their trip on the major airline partner. Under the Company’s prorate flying agreements, the performance obligation is met and revenue is recognized when each flight is completed based upon the portion of the prorate passenger fare the Company anticipates that it will receive for each completed flight. The transaction price for the prorate agreements is determined from the proration formula derived from each passenger ticket amount on each completed flight over the agreement term. For the three months ended March 31, 2019, prorate flying arrangements represented approximately 15.2% of the Company’s flying agreements revenue.
Airport customer service and other revenues primarily consist of ground handling functions, such as gate and ramp agent services at applicable airports where the Company provides such services. The transaction price for airport customer service agreements is determined from an agreed-upon rate by location applied to the applicable number of flights handled by the Company over the agreement term. Additionally, airport customer service and other revenues includes revenue generated from aircraft and spare engines leased to third parties. As of March 31, 2019, the Company leased regional jet aircraft and spare engines to third parties. Of the Company’s $5.3 billion of property and equipment, net, $23.2 million was leased to third parties under operating leases as of March 31, 2019. The Company mitigates the residual asset risks of these assets by leasing aircraft and engine types that can be operated by the Company in the event of a default. Additionally, the operating leases typically have specified lease return condition requirements paid by the lessee to the Company and the Company typically maintains inspection rights under the leases. The following table summarizes future minimum rental income under operating leases primarily related to leased aircraft that had remaining non-cancelable lease terms as of March 31, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
April 2019 through December 2019
|
|
$
|
18,495
|
|
2020
|
|
|
13,034
|
|
2021
|
|
|
7,956
|
|
2022
|
|
|
3,125
|
|
2023
|
|
|
185
|
|
Thereafter
|
|
|
—
|
|
|
|
$
|
42,795
|
|
restricted stock unit and performance share will be replaced with one share of common stock. The fair value of the restricted stock units and performance shares on the date of grant was $48.45 per share. During the three months ended March 31, 2019, the Company did not grant any options to purchase shares of common stock. Additionally, during the three months ended March 31, 2019, the Company granted 18,576 fully-vested shares of common stock to the Company’s directors at a grant date fair value of $48.45.
The Company accounts for forfeitures of stock options, restricted stock units and performance share grants in 2019 when forfeitures occur. The estimated fair value of the stock options, restricted stock units and performance shares is amortized over the applicable vesting periods. During the three months ended March 31, 2019 and 2018, the Company recorded pre-tax share-based compensation expense of $3.9 million and $4.9 million, respectively. Additionally, the Company incurred $7.9 million of employee severance related costs associated with the sale of ExpressJet, partially offset by a forfeiture credit of $4.5 million, primarily resulting from stock-based compensation awards that terminated upon the sale of ExpressJet during the three months ended March 31, 2019.
The Company repurchased 476,277 shares of its common stock for $25.0 million, and
paid $9.3 million for the income tax obligation on vested employee equity awards and issued the net, after-tax shares to employees
during the three months ended March 31, 2019.
The Company repurchased 177,580 shares of its common stock for $10.0 million
and paid $13.5 million for the income tax obligation on vested employee equity awards and issued the net, after-tax shares to employees
during the three months ended March 31, 2018.
Note 4 — Net Income Per Common Share
Basic net income per common share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. During the three months ended March 31, 2019, 241,000 performance shares (at target performance) were excluded from the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of March 31, 2019. During the three months ended March 31, 2018, 372,600 performance shares (at target performance) were excluded from the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of March 31, 2018.
The calculation of the weighted average number of shares of common stock outstanding for Basic EPS and Diluted EPS for the periods indicated (in thousands, except per share data) is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
|
2019
|
|
2018
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
88,181
|
|
$
|
54,362
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
51,440
|
|
|
51,921
|
|
|
Effect of outstanding share-based awards
|
|
|
658
|
|
|
1,112
|
|
|
Weighted average number of shares for diluted net income per common share
|
|
|
52,098
|
|
|
53,033
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
1.71
|
|
$
|
1.05
|
|
|
Diluted earnings per share
|
|
$
|
1.69
|
|
$
|
1.03
|
|
|
Note 5 - Segment Reporting
The Company’s three reporting segments consisted of the operations of SkyWest Airlines, ExpressJet and SkyWest Leasing activities. The Company sold ExpressJet on January 22, 2019. The segment information for ExpressJet reflects
the period of time ExpressJet was operating as a subsidiary of the Company.
The Company concluded that the sale of ExpressJet did not meet the criteria for a discontinued operation.
Note 8 — Long-Term Debt
Long-term debt consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands):
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
Current portion of long-term debt
|
$
|
366,583
|
|
$
|
354,072
|
Current portion of unamortized debt issue cost, net
|
|
(3,786)
|
|
|
(3,866)
|
Current portion of long-term debt, net of debt issue costs
|
$
|
362,797
|
|
$
|
350,206
|
|
|
|
|
|
|
Long-term debt, net of current maturities
|
$
|
2,755,078
|
|
$
|
2,831,366
|
Long-term portion of unamortized debt issue cost, net
|
|
(20,761)
|
|
|
(21,598)
|
Long-term debt, net of current maturities and debt issue costs
|
$
|
2,734,317
|
|
$
|
2,809,768
|
|
|
|
|
|
|
Total long-term debt (including current portion)
|
$
|
3,121,661
|
|
$
|
3,185,438
|
Total unamortized debt issue cost, net
|
|
(24,547)
|
|
|
(25,464)
|
Total long-term debt, net of debt issue costs
|
$
|
3,097,114
|
|
$
|
3,159,974
|
During the three months ended March 31, 2019, the Company took delivery of one E175 aircraft that the Company financed through $19.9 million of long-term debt. Additionally, the Company purchased two previously-leased aircraft, for which the Company assumed $14.5 million of long-term debt. The debt associated with the one E175 aircraft has a 12-year term, is due in quarterly installments with a fixed annual interest rate of 3.9% and is secured by the E175 aircraft.
The Company acquired two aircraft pursuant to the acquisition of debt under the existing leases during the three months ended March 31, 2019
. The debt associated with the two previously-leased aircraft has a term of 18 months with monthly interest only payments with a fixed annual interest rate of 2.0% and is secured by the previously-leased aircraft.
As of March 31, 2019 and December 31, 2018, the Company had $80.0 million and $78.7 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions.
Note 9 — Gain on Sale
ExpressJet Sale
On January 22, 2019, the Company completed the sale of its former wholly-owned subsidiary ExpressJet. The Company recorded a gain of $46.6 million (pre-tax) from the sale of ExpressJet. The closing of the transaction was completed in two parts, through an asset sale and stock sale, as further described below.
Asset Sale
On January 11, 2019, pursuant to the terms and conditions of the Asset Purchase Agreement, dated as of December 17, 2018, by and among the Company, ExpressJet and United, United acquired certain specified assets and liabilities of ExpressJet, including, among other things, aircraft engines, auxiliary power units, rotable spare parts, ground support equipment and flight training equipment for $60.8 million in cash, subject to certain purchase price adjustments (the “Asset Sale”). Certain assets and liabilities of ExpressJet were expressly excluded from the Asset Sale.
Stock Sale
Additionally, on January 22, 2019, pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 17, 2018, by and among the Company and ManaAir, LLC, a company in which United owns a minority interest (the “Buyer”), the Buyer acquired all of the outstanding shares of capital stock of ExpressJet from the Company for $18.8 million in cash, subject to certain purchase price adjustments (the “Stock Sale,”). To facilitate payment of the purchase price for the Stock Sale, at the closing of the Stock Sale, the Company loaned $26 million to Kair Enterprises, Inc. (the “Borrower”), the majority owner of the Buyer. Such loan accrues interest at the rate of 6.85% per annum, matures
ITEM 2:
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis presents factors that had a material effect on the results of operations of SkyWest, Inc. (“SkyWest” “we” or “us”) during the three-month periods ended March 31, 2019 and 2018. Also discussed is our financial condition as of March 31, 2019 and December 31, 2018. You should read this discussion in conjunction with our condensed consolidated financial statements for the three months ended March 31, 2019, including the notes thereto, appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements. Please refer to the section of this Report entitled “Cautionary Statement Concerning Forward-Looking Statements” for discussion of uncertainties, risks and assumptions associated with these statements.
On January 22, 2019, we completed the sale of our former wholly-owned subsidiary ExpressJet Airlines, Inc. (“ExpressJet”). Our financial and operating results for the periods ended March 31, 2019 and March 31, 2018, and our financial position as of December 31, 2018 contained in this Report, include the financial results and position of ExpressJet for those respective periods, as we concluded that the sale of ExpressJet did not meet the criteria for presentation of discontinued operations.
Cautionary Statement Concerning Forward-Looking Statements
Certain of the statements contained in this Report should be considered “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‑looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about our future growth and development plans, including our future financial and operating results, our plans, objectives, expectations and intentions and other statements that are not historical facts. Readers should keep in mind that all forward‑looking statements are based on our existing beliefs about present and future events outside of our control and on assumptions that may prove to be incorrect. If one or more risks identified in this Report materializes, or any other underlying assumption proves incorrect, our actual results will vary, and may vary materially, from those anticipated, estimated, projected, or intended for a number of reasons, including but not limited to: the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; the financial stability of United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”) and any potential impact of their financial condition on our operations; fluctuations in flight schedules, which are determined by the major airline partners for whom SkyWest conducts flight operations; variations in market and economic conditions; significant aircraft lease and debt commitments; realization of manufacturer residual value guarantees on applicable SkyWest aircraft; residual aircraft values and related impairment charges; the impact of global instability; labor relations and costs; potential fluctuations in fuel costs, and potential fuel shortages; the impact of weather-related or other natural disasters on air travel and airline costs; new aircraft deliveries; and the ability to attract and retain qualified pilots, as well as
other factors identified under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, under the heading “Risk Factors” in Part II, Item 1A of this Report, elsewhere in this Report, in our other filings with the Securities and Exchange Commission (the “SEC”) and other unanticipated factors.
There may be other factors that may affect matters discussed in forward‑looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward‑looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.
Overview
We have the largest regional airline operations in the United States through our operating subsidiary SkyWest Airlines, Inc. (“SkyWest Airlines”). As of March 31, 2019, SkyWest Airlines offered scheduled passenger service with approximately 2,150 total daily departures to destinations in the United States, Canada, Mexico and the Caribbean. As of March 31, 2019, SkyWest Airlines had a total fleet of 522 aircraft, of which 476 were in scheduled service, summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRJ200
|
|
CRJ700
|
|
CRJ900
|
|
E175
|
|
Total
|
|
United
|
|
93
|
|
19
|
|
—
|
|
65
|
|
177
|
|
Delta
|
|
87
|
|
18
|
|
43
|
|
50
|
|
198
|
|
American
|
|
7
|
|
62
|
|
—
|
|
—
|
|
69
|
|
Alaska
|
|
—
|
|
—
|
|
—
|
|
32
|
|
32
|
|
Aircraft in scheduled service
|
|
187
|
|
99
|
|
43
|
|
147
|
|
476
|
|
Subleased to an un-affiliated entity
|
|
20
|
|
—
|
|
—
|
|
—
|
|
20
|
|
Other*
|
|
—
|
|
25
|
|
1
|
|
—
|
|
26
|
|
Total
|
|
207
|
|
124
|
|
44
|
|
147
|
|
522
|
|
*As of March 31, 2019, these aircraft have been removed from service and are in the process of being returned under the applicable leasing arrangement or are aircraft transitioning between code-share agreements with our major airline partners.
As of March 31, 2019, approximately 41.6% of our aircraft in scheduled service was operated for Delta, approximately 37.2% was operated for United, approximately 14.5% was operated for American and approximately 6.7% was operated for Alaska.
Our business model is based on providing scheduled regional airline service under code-share agreements (commercial agreements, typically in the form of fixed-fee arrangements or prorate arrangements, each as defined below, between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights) with our major airline partners. Our success is principally dependent on our ability to meet the needs of our major airline partners through providing a reliable and safe operation at attractive economics. Since March 31, 2018, we have added 35 new Embraer E175 dual-class regional jet aircraft (“E175”) and eight new Canadair CRJ900 regional jet aircraft (“CRJ900”) to our fleet, and removed 100 Embraer ERJ145 regional jet aircraft (“ERJ145”) and Embraer ERJ135 regional jet aircraft (“ERJ135”), 28 CRJ700 regional jet aircraft (“CRJ700”) and 7 CRJ900 aircraft that were operating under less profitable or unprofitable flying agreements.
We anticipate our fleet will continue to evolve, as we are scheduled to add eleven new E175 and 12 new CRJ900 aircraft to existing fixed-fee agreements by the end of 2021. We anticipate these new aircraft will be replacing older CRJ900 and CRJ700 aircraft currently operating under fixed-fee agreements. Our primary objective in the fleet changes is to improve our profitability by adding new aircraft to fixed-fee agreements at improved economics, including the E175 aircraft, while removing aircraft that were operating under less profitable or unprofitable arrangements.
Historically, multiple contractual relationships with major airlines have enabled us to reduce our reliance on any single major airline code and to enhance and stabilize operating results through a mix of fixed-fee arrangements (referred to as “fixed-fee arrangements,” “fixed-fee agreements,” “fixed-fee contracts,” “contract flying arrangements” or “capacity purchase agreements”) and revenue-sharing arrangements (referred to as “prorate” arrangements). For the three months ended March 31, 2019, contract flying revenue and prorate revenue represented approximately 84.8% and 15.2%, respectively, of our total flying agreements revenue. On contract routes, the major airline partner controls scheduling, ticketing, pricing and seat inventories and we are compensated by the major airline partner at contracted rates based on completed block hours (measured from takeoff to landing, including taxi time), flight departures and other operating measures. On prorate routes, our revenue may fluctuate based on ticket prices and passenger loads and we are responsible for all costs to operate the flight, including fuel.
First Quarter Summary
Our total operating revenues of $723.7 million for the three months ended March 31, 2019 decreased 7.6% compared to total operating revenues of $783.4 million for the three months ended March 31, 2018. We had net income of $88.2 million, or $1.69 per diluted share, for the three months ended March 31, 2019, compared to net income of $54.4 million, or $1.03 per diluted share, for the three months ended March 31, 2018.
Significant items affecting our financial performance during the three months ended March 31, 2019 are outlined below.
Revenue
The number of aircraft we have in scheduled service and the number of block hours we generate on our flights are primary drivers to our flying agreements revenue under our fixed-fee arrangements. During the three months ended March 31, 2019, we had a net decrease in the number of aircraft operating under fixed-fee agreements, primarily related to the sale of ExpressJet. As summarized under the Fleet activity section below, from March 31, 2018 to March 31, 2019, we removed 147 aircraft from service that were operating under less profitable flying contracts and added 43 aircraft to new or existing fixed-fee arrangements at improved economics. The number of aircraft available for scheduled service decreased from 580 aircraft at March 31, 2018 to 476 at March 31, 2019. Our completed block hours decreased 16.1% over the same period primarily due to the sale of ExpressJet and the corresponding decrease in related block hours.
Our total revenues decreased $59.7 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018, related to the sale of ExpressJet and the corresponding decrease in revenue associated with ExpressJet flying contracts. ExpressJet revenue decreased from $161.1 million to $28.7 million for the three months ended March 31, 2018 and 2019, respectively. Revenue from SkyWest Airlines and our leasing subsidiary SkyWest Leasing, Inc. (“SkyWest Leasing”) increased from $622.3 million for the three months ended March 31, 2018 to $699.6 million for the three months ended March 31, 2019. This increase in revenue was primarily related to additional revenue generated from 35 new E175 aircraft and eight new CRJ900 aircraft added under fixed-fee contracts since March 31, 2018.
Operating Expenses
Our total operating expenses decreased $68.0 million for the three months ended March 31, 2019, compared to the three months ended March 31, 2018. This decrease was due to the sale of ExpressJet and the corresponding reduction in ExpressJet operating expenses, partially offset by additional operating expenses at SkyWest Airlines and SkyWest Leasing that resulted from new, additional aircraft we placed into service since March 31, 2018. Additional details regarding the increase in our operating expenses are described in the section of this Report entitled “Results of Operations.”
Fleet activity
The following table summarizes our fleet scheduled for service as of March 31, 2019 and 2018:
|
|
|
|
|
|
Aircraft in Service
|
|
March 31, 2019
|
|
March 31, 2018
|
|
CRJ200s
|
|
187
|
|
199
|
|
CRJ700s
|
|
99
|
|
127
|
|
CRJ900s
|
|
43
|
|
42
|
|
ERJ145/135s
|
|
—
|
|
100
|
|
E175s
|
|
147
|
|
112
|
|
Total
|
|
476
|
|
580
|
|
Changes in our fleet activity from March 31, 2018 to March 31, 2019 are summarized as follows:
|
|
|
|
|
Aircraft available for scheduled service at March 31, 2018:
|
|
|
580
|
|
Additions:
|
|
|
|
|
New E175 aircraft:
|
35
|
|
|
|
New CRJ900 aircraft:
|
8
|
|
|
|
New aircraft added to fleet:
|
|
|
43
|
|
|
|
|
|
|
Used aircraft transitioned back into service, net
|
|
|
3
|
|
|
|
|
|
|
ExpressJet removals:
|
|
|
|
|
ERJ145/ERJ135 aircraft:
|
(100)
|
|
|
|
CRJ700 aircraft:
|
(43)
|
|
|
|
CRJ900 aircraft:
|
(6)
|
|
|
|
Total ExpressJet removals:
|
|
|
(149)
|
|
|
|
|
|
|
SkyWest Airlines removal:
|
|
|
|
|
CRJ900 aircraft:
|
|
|
(1)
|
|
Aircraft available for scheduled service at March 31, 2019:
|
|
|
476
|
|
Critical Accounting Policies
Our significant accounting policies are summarized in Note 1 to our consolidated financial statements for the year ended December 31, 2018, which are presented in our Annual Report on Form 10-K for the year ended December 31, 2018. Critical accounting policies are those policies that are most important to the preparation of our consolidated financial statements and require management’s subjective and complex judgments due to the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to revenue recognition, maintenance, aircraft leases, impairment of long-lived assets and stock-based compensation expense. The application of these accounting policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results will likely differ, and may differ materially, from such estimates.
We adopted Topic 842 as of January 1, 2019, utilizing the
modified retrospective approach. See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.
Recent Accounting Pronouncements
See Note 1 to the condensed consolidated financial statements for a description of recent accounting pronouncements.
Results of Operations
Three Months Ended March 31, 2019 and 2018
Operational Statistics.
The following table sets forth our major operational statistics and the associated percentage changes for the periods identified below:
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2019
|
|
2018
|
|
% Change
|
|
SkyWest Airlines block hours
|
|
349,389
|
|
328,944
|
|
6.2
|
%
|
ExpressJet block hours
|
|
16,904
|
|
107,423
|
|
(84.3)
|
%
|
Total block hours
|
|
366,293
|
|
436,367
|
|
(16.1)
|
%
|
|
|
|
|
|
|
|
|
SkyWest Airlines Only
|
|
|
|
|
|
|
|
Departures
|
|
193,475
|
|
185,478
|
|
4.3
|
%
|
Passengers carried
|
|
9,614,952
|
|
9,059,473
|
|
6.1
|
%
|
Passenger load factor
|
|
78.6
|
%
|
78.8
|
%
|
(0.2)
|
pts
|
Average passenger trip length (miles)
|
|
507
|
|
493
|
|
2.8
|
%
|
During the three months ended March 31, 2018, ExpressJet had departures and passengers carried of 62,649 and 2,260,754, respectively.
The number of ExpressJet departures and passengers carried was not significant for the three months ended March 31, 2019, given that the sale of ExpressJet was completed in January 2019.
Operating Revenues
The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Flying agreements
|
|
$
|
700,001
|
|
$
|
767,964
|
|
$
|
(67,963)
|
|
(8.8)
|
%
|
Airport customer service and other
|
|
|
23,693
|
|
|
15,436
|
|
|
8,257
|
|
53.5
|
%
|
Total operating revenues
|
|
$
|
723,694
|
|
$
|
783,400
|
|
$
|
(59,706)
|
|
(7.6)
|
%
|
Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners. Airport customer service and other revenues consist of revenue earned from providing airport counter, gate and ramp services, and revenue from leasing regional jet aircraft and spare engines to third parties. Changes in our flying agreements revenue are summarized below (dollar amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Capacity purchase agreements revenue: flight operations
|
|
$
|
386,545
|
|
$
|
469,025
|
|
$
|
(82,480)
|
|
(17.6)
|
%
|
Capacity purchase agreements revenue: aircraft lease revenue
|
|
|
207,381
|
|
|
189,068
|
|
|
18,313
|
|
9.7
|
%
|
Prorate agreements revenue
|
|
|
106,075
|
|
|
109,871
|
|
|
(3,796)
|
|
(3.5)
|
%
|
Flying agreements revenue
|
|
$
|
700,001
|
|
$
|
767,964
|
|
$
|
(67,963)
|
|
(8.8)
|
%
|
The decrease in “Capacity purchase agreements revenue: flight operations” of $82.4 million was primarily due to the sale of ExpressJet and the corresponding decrease in revenue, partially offset by the incremental revenue generated from 35 new E175 aircraft and eight new CRJ900 aircraft added to our fleet and economic improvements made to certain existing fixed-fee agreements since March 31, 2018. The increase in “Capacity purchase agreement revenue: aircraft lease revenue” of $18.3 million was primarily due to the 35 new E175 aircraft added subsequent to March 31, 2018. The decrease in prorate agreement revenue of $3.8 million was primarily due to a decrease in the number of prorate flights operated during the three months ended March 31, 2019 compared to the three months ended March 31, 2018.
The $8.3 million increase in airport customer service and other revenues was primarily related to an increase in revenue from leasing aircraft and spare engines to third parties.
Operating Expenses
The following table summarizes our operating expenses and interest expense, collectively, “Total airline expense" for the periods indicated (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Salaries, wages and benefits
|
|
$
|
257,588
|
|
$
|
306,719
|
|
$
|
(49,131)
|
|
(16.0)
|
%
|
Aircraft maintenance, materials and repairs
|
|
|
118,262
|
|
|
141,606
|
|
|
(23,344)
|
|
(16.5)
|
%
|
Depreciation and amortization
|
|
|
89,986
|
|
|
77,585
|
|
|
12,401
|
|
16.0
|
%
|
Airport-related expenses
|
|
|
30,647
|
|
|
29,307
|
|
|
1,340
|
|
4.6
|
%
|
Aircraft fuel
|
|
|
25,656
|
|
|
26,939
|
|
|
(1,283)
|
|
(4.8)
|
%
|
Aircraft rentals
|
|
|
20,158
|
|
|
44,680
|
|
|
(24,522)
|
|
(54.9)
|
%
|
Special items
|
|
|
21,869
|
|
|
—
|
|
|
21,869
|
|
NM
|
|
Other operating expenses
|
|
|
63,109
|
|
|
68,389
|
|
|
(5,280)
|
|
(7.7)
|
%
|
Total operating expenses
|
|
$
|
627,275
|
|
$
|
695,225
|
|
$
|
(67,950)
|
|
(9.8)
|
%
|
Interest expense
|
|
|
32,507
|
|
|
26,234
|
|
|
6,273
|
|
23.9
|
%
|
Total airline expenses
|
|
$
|
659,782
|
|
$
|
721,459
|
|
$
|
(61,677)
|
|
(8.5)
|
%
|
Salaries, wages and benefits.
The $49.1 million decrease in salaries, wages and benefits was primarily due to a decrease in direct labor costs resulting from the sale of ExpressJet, partially offset by increased labor costs and employee benefit costs for certain work groups, including flight crews at SkyWest Airlines.
Aircraft maintenance, materials and repairs.
The $23.3 million decrease in aircraft maintenance expense was primarily due to a decrease in direct maintenance costs that corresponds with our sale of ExpressJet. This decrease in aircraft maintenance expense was partially offset by an increase in the percentage of our fleet that is under long-term, Power-By-The-Hour engine maintenance agreements at SkyWest Airlines, including the additional 35 E175 aircraft added since March 31, 2018.
Depreciation and amortization.
The $12.4 million increase in depreciation and amortization expense was primarily due to the purchase of 35 E175 aircraft and spare engines subsequent to March 31, 2018.
Airport-related expenses.
Airport-related expenses include airport-related customer service costs such as outsourced airport gate and ramp agent services, airport security fees, passenger interruption costs, deicing, landing fees and station rents (our employee customer service labor costs are reflected in salaries, wages and benefits). The $1.3 million increase in airport-related expenses was primarily due to an increase in deicing events for aircraft in our prorate operations during the three months ended March 31, 2019.
Aircraft fuel.
The $1.3 million decrease in fuel cost was primarily due to a decrease in the number of prorate flights we operated and corresponding decrease in gallons of fuel we purchased, partially offset by an increase in our average fuel cost per gallon from $2.40 for the three months ended March 31, 2018 to $2.43 for the three months ended March 31, 2019. We purchase and incur expense for all fuel on flights operated under our prorate agreements. All fuel costs incurred under our fixed-fee contracts are either purchased directly by our major airline partner, or if purchased by us, we record the direct reimbursement as a reduction to our fuel expense. The following table summarizes the gallons of fuel we purchased under our prorate agreements, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
(in thousands)
|
|
2019
|
|
2018
|
|
% Change
|
|
Fuel gallons purchased
|
|
|
10,579
|
|
|
11,213
|
|
(5.7)
|
%
|
Fuel expense
|
|
$
|
25,656
|
|
$
|
26,939
|
|
(4.8)
|
%
|
Aircraft rentals.
During the three months ended March 31, 2019, we acquired 52 CRJ aircraft through an early lease buyout agreement. The $24.5 million decrease in aircraft rentals was primarily due to the acquisition of these 52 CRJ aircraft and through a reduction of our fleet size that was financed through leases as a result of scheduled lease expirations subsequent to March 31, 2018.
Special Items.
The $21.9 million special items expense for the three months ended March 31, 2019 related to a non-cash write-off of $18.5 million in aircraft manufacturer part credits that we forfeited to settle future lease return obligations with the aircraft manufacturer. The $18.5 million of expense was included in the SkyWest Airlines segment. The special items expense also included $3.4 million of expense associated with a cash payout of certain ExpressJet employees stock equity grants as part of the sale of ExpressJet, which was reflected in the ExpressJet segment.
Other operating expenses.
Other operating expenses primarily consist of property taxes, hull and liability insurance, simulator costs, crew per diem, and crew hotel costs. The $5.3 million decrease in other operating expenses was primarily related to the sale of ExpressJet and the related decrease in crew costs associated with the decrease in expenses associated with that operation.
Interest Expense.
The $6.3 million increase in interest expense was primarily related to the additional interest expense associated with the 35 E175 aircraft added to our fleet since March 31, 2018, which were debt financed.
Total airline expenses.
The $61.7 million decrease in total airline expenses was primarily related to the sale of ExpressJet and the related expenses associated with ExpressJet’s prior operations, partially offset by additional operating expenses at SkyWest Airlines and SkyWest Leasing that resulted from new, additional aircraft we placed into service since March 31, 2018.
Summary of interest income, other income (expense) and provision for income taxes:
Interest income.
Interest income increased $2.1 million, or 123.3%, during the three months ended March 31, 2019, compared to the three months ended March 31, 2018. The increase in interest income was primarily related to an increase in interest rates subsequent to March 31, 2018.
Other income (expense).
During the three months ended March 31, 2019, we had other income of $46.7 million primarily related to the gain on sale of ExpressJet. During the three months ended March 31, 2018, we had other income of $3.6 million primarily related to a mark-to-market gain on trading securities.
Income taxes.
Our provision for income taxes was 23.0% and 19.1% for the three months ended March 31, 2019 and 2018, respectively. The increase in the effective tax rate primarily relates to a smaller discrete tax benefit from excess tax deductions generated from employee equity transactions that occurred during the three months ended March 31, 2019 compared to the three months ended March 31, 2018.
Net income.
Primarily due to the factors described above, we generated net income of $88.2 million, or $1.69 per diluted share, for the three months ended March 31, 2019, compared to net income of $54.4 million, or $1.03 per diluted share, for the three months ended March 31, 2018.
Our Business Segments
Three Months Ended March 31, 2019 and 2018
For the three months ended March 31, 2019 and 2018, we had three reportable segments which were the basis of our internal financial reporting: SkyWest Airlines, ExpressJet and SkyWest Leasing. Our segment disclosure relates to components of our business for which separate financial information is available to, and regularly evaluated by, our chief operating decision maker. Our operating segments were SkyWest Airlines, ExpressJet and SkyWest Leasing. Corporate overhead expense was allocated to the operating expenses of SkyWest Airlines and ExpressJet. The segment information
for ExpressJet for the three months ended March 31, 2019 reflects ExpressJet’s results prior to the sale of ExpressJet on January 22, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
(dollar amounts in thousands)
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
SkyWest Airlines operating revenue
|
|
$
|
585,768
|
|
$
|
556,294
|
|
$
|
29,474
|
|
5.3
|
%
|
ExpressJet operating revenues
|
|
|
24,050
|
|
|
161,081
|
|
|
(137,031)
|
|
(85.1)
|
%
|
SkyWest Leasing operating revenues
|
|
|
113,876
|
|
|
66,025
|
|
|
47,851
|
|
72.5
|
%
|
Total Operating Revenues
|
|
$
|
723,694
|
|
$
|
783,400
|
|
$
|
(59,706)
|
|
(7.6)
|
%
|
Airline Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
SkyWest Airlines airline expense
|
|
$
|
549,719
|
|
$
|
503,351
|
|
$
|
46,368
|
|
9.2
|
%
|
ExpressJet airline expense
|
|
|
28,690
|
|
|
167,651
|
|
|
(138,961)
|
|
(82.9)
|
%
|
SkyWest Leasing airline expense
|
|
|
81,373
|
|
|
50,457
|
|
|
30,916
|
|
61.3
|
%
|
Total Airline Expense (1)
|
|
$
|
659,782
|
|
$
|
721,459
|
|
$
|
(61,677)
|
|
(8.5)
|
%
|
Segment profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
SkyWest Airlines segment profit
|
|
$
|
36,049
|
|
$
|
52,943
|
|
$
|
(16,894)
|
|
(31.9)
|
%
|
ExpressJet segment loss
|
|
|
(4,640)
|
|
|
(6,570)
|
|
|
1,930
|
|
(29.4)
|
%
|
SkyWest Leasing profit
|
|
|
32,503
|
|
|
15,568
|
|
|
16,935
|
|
108.8
|
%
|
Total Segment Profit
|
|
$
|
63,912
|
|
$
|
61,941
|
|
$
|
1,971
|
|
3.2
|
%
|
Interest Income and other income
|
|
|
3,807
|
|
|
1,705
|
|
|
2,102
|
|
123.3
|
%
|
Other Income (Expense), net
|
|
|
46,725
|
|
|
3,558
|
|
|
43,167
|
|
*
|
|
Consolidated Income Before Taxes
|
|
$
|
114,444
|
|
$
|
67,204
|
|
$
|
47,240
|
|
70.3
|
%
|
|
(1)
|
|
Total Airline Expense includes operating expense and interest expense
|
* is more than 500%
SkyWest Airlines Segment Profit.
SkyWest Airlines block hour production increased to 349,389, or 6.2%, for the three months ended March 31, 2019, from 328,944 for the three months ended March 31, 2018, primarily due to the additional block hour production from 35 new E175 aircraft and eight new CRJ900 aircraft added subsequent to March 31, 2018. Significant items contributing to the SkyWest Airlines segment profit are set forth below.
The $29.5 million, or 5.3%, increase in SkyWest Airlines Operating Revenues for the three months ended March 31, 2019, compared to the three months ended March 31, 2018, was primarily due to revenue associated with 35 E175 aircraft and eight CRJ900 aircraft added subsequent to March 31, 2018.
The $46.4 million, or 9.2%, increase in SkyWest Airlines Airline Expenses for the three months ended March 31, 2019, compared to the three months ended March 31, 2018, was primarily due to the following factors:
|
·
|
|
SkyWest Airlines’ salaries, wages and benefits expense increased by $29.6 million, or 13.9%, primarily due to
increased labor costs and employee benefit costs for certain work groups, including flight crews
.
|
|
·
|
|
SkyWest Airlines’ aircraft maintenance, materials and repairs expense increased by $6.8 million, or 6.2%, primarily attributable to direct maintenance costs related to the increased volume of block hours during the three months ended March 31, 2019 compared to the three months ended March 31, 2018.
|
|
·
|
|
SkyWest Airlines’ fuel expense decreased $1.3 million, or 4.8%,
primarily due to a decrease in the number of prorate flights we operated and corresponding decrease in gallons of fuel we purchased, partially offset by an increase in our average fuel cost per gallon from $2.40 for the three months ended March 31, 2018 to $2.43 for the three months ended March 31, 2019.
|
|
·
|
|
SkyWest Airlines included special
items related to a non-cash write-off of $18.5 million in aircraft manufacturer part credits that we forfeited to settle future lease return obligations with the aircraft manufacturer.
|
|
·
|
|
SkyWest Airlines’ other operating expense increased $8.0 million, or 15.4%, primarily due to an increase in the use of hotels for crews, property taxes on additional aircraft added since March 31, 2018 and an increase in direct operating costs associated with the increase in block hour production year-over-year.
|
ExpressJet Segment Loss.
ExpressJet’s segment loss decreased
$1.9 million during the three months ended March 31, 2019, compared to the three months ended March 31, 2018, primarily due to the sale of ExpressJet during the three months ended March 31, 2019.
SkyWest Leasing Segment Profit.
SkyWest Leasing profit increased $16.9 million during the three months ended March 31, 2019, compared to the three months ended March 31, 2018, primarily due to 35 E175 aircraft added to our fleet subsequent to March 31, 2018 and additional revenue from leasing aircraft and spare engines to third parties.
Liquidity and Capital Resources
Sources and Uses of Cash
Cash Position and Liquidity.
The following table provides a summary of the net cash provided by (used in) our operating, investing and financing activities for the three months ended March 31, 2019 and 2018, and our total cash and marketable securities positions as of March 31, 2019 and December 31, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Net cash provided by operating activities
|
|
$
|
154,914
|
|
$
|
165,895
|
|
$
|
(10,981)
|
|
(6.6)
|
%
|
Net cash used in investing activities
|
|
|
(76,905)
|
|
|
(100,073)
|
|
|
23,168
|
|
(23.2)
|
%
|
Net cash provided by (used in) financing activities
|
|
|
(115,508)
|
|
|
3,833
|
|
|
(119,341)
|
|
(3,113.5)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
Cash and cash equivalents
|
|
$
|
290,885
|
|
$
|
328,384
|
|
$
|
(37,499)
|
|
(11.4)
|
%
|
Marketable securities
|
|
|
253,397
|
|
|
360,945
|
|
|
(107,548)
|
|
(29.8)
|
%
|
Total cash and marketable securities
|
|
$
|
544,282
|
|
$
|
689,329
|
|
$
|
(145,047)
|
|
(21.0)
|
%
|
Cash Flows provided by Operating Activities
The $11.0 million decrease in net cash provided by operating activities was primarily due to changes in current asset and liability accounts. This decrease in net cash provided by operating activities was partially offset by an increase in income before income taxes of $33.8 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.
Cash Flows used in Investing Activities
The $23.2 million decrease in cash used in investing activities was primarily due to the sale of ExpressJet for $79.6 million partially offset by a note receivable issued to the buyer of $26.4 million, resulting in net cash from the sale of ExpressJet of $53.2 million. The Company also acquired 70 previously leased aircraft and the acquisition of one E175 aircraft and the related spare aircraft assets during the three months ended March 31, 2019, compared to five E175 aircraft and the related spare aircraft assets purchased during the three months ended March 31, 2018, which in total represented an increase of $33.1 million.
Cash Flows used in Financing Activities
The $119.3 million increase in cash used in financing activities was primarily related to the decrease in proceeds from the issuance of long-term debt of $19.9 million associated with one E175 aircraft and two previously leased aircraft acquired during the three months ended March 31, 2019, compared to proceeds from the issuance of debt of $101.3 million associated with five E175 aircraft acquired during the three months ended March 31, 2018. During the three months ended March 31, 2019, we used an additional $26.6 million as principal payments on long-term debt primarily due to the additional E175 aircraft acquired subsequent to March 31, 2018. Additionally, during the three months ended March 31, 2019, we used an additional $10.8 million to purchase treasury shares and make income tax payments towards vested employee equity awards.
Liquidity and Capital Resources as of March 31, 2019
We believe that in the absence of unusual circumstances, the working capital currently available to us will be sufficient to meet our present financial requirements, including anticipated expansion, planned capital expenditures, and scheduled lease payments and debt service obligations for at least the next 12 months.
At March 31, 2019, our total capital mix was 42.3% equity and 57.7% long-term debt, compared to 41.1% equity and 58.9% long-term debt at December 31, 2018.
Significant Commitments and Obligations
General
The following table summarizes our commitments and obligations as noted for each of the next five years and thereafter (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Apr - Dec 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Operating lease payments for aircraft and facility obligations
|
|
$
|
442,094
|
|
$
|
54,799
|
|
$
|
93,640
|
|
$
|
75,898
|
|
$
|
67,668
|
|
$
|
62,498
|
|
$
|
87,591
|
|
Firm aircraft and spare engine commitments
|
|
|
329,327
|
|
|
139,974
|
|
|
131,657
|
|
|
57,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest commitments (1)
|
|
|
628,528
|
|
|
95,377
|
|
|
114,048
|
|
|
98,884
|
|
|
84,754
|
|
|
68,950
|
|
|
166,515
|
|
Principal maturities on long-term debt
|
|
|
3,121,661
|
|
|
279,873
|
|
|
357,228
|
|
|
339,297
|
|
|
352,717
|
|
|
361,215
|
|
|
1,431,331
|
|
Total commitments and obligations
|
|
$
|
4,521,610
|
|
$
|
570,023
|
|
$
|
696,573
|
|
$
|
571,775
|
|
$
|
505,139
|
|
$
|
492,663
|
|
$
|
1,685,437
|
|
|
(1)
|
|
At March 31, 2019, we had variable rate notes representing only 0.2% of our total long-term debt.
|
Purchase Commitments and Options
As of March 31, 2019, we had a firm purchase commitment for eleven E175 aircraft from Embraer, S.A. with scheduled delivery dates through 2021.
We have historically funded the majority of our aircraft acquisition cost with long-term debt. At the time of each aircraft acquisition, we evaluate the financing alternatives available to us, and select an appropriate method to fund the acquisition. At present, we intend to fund our acquisition of any additional aircraft through cash on hand and debt financing. Based on current market conditions and discussions with prospective leasing organizations and financial institutions, we currently believe that we will be able to obtain financing for our committed acquisitions, as well as additional aircraft. We intend to finance the firm order for eleven E175 aircraft with approximately 85% debt and the remaining balance with cash.
Long-term Debt Obligations
As of March 31, 2019, we had $3.1 billion of long-term debt obligations, including current maturities, related to the acquisition of CRJ200, CRJ700, CRJ900 and E175 aircraft and spare engine financings. The average effective interest rate on the debt related to such aircraft and spare engine financings was approximately 4.2% at March 31, 2019.
Guarantees
We have guaranteed the obligations of SkyWest Airlines under the SkyWest Airlines Delta Connection Agreement and the SkyWest Airlines United Express Agreement for the E175 aircraft. In addition, we have guaranteed certain other obligations under aircraft financing and leasing agreements.
Seasonality
Our results of operations for any interim period are not necessarily indicative of those for an entire year, since the airline industry is subject to seasonal fluctuations and general economic conditions. Our operations are somewhat favorably affected by increased travel on our prorate routes, historically occurring during the summer months, and unfavorably affected by decreased travel during the months November through February and by inclement weather, which may occasionally or frequently, depending on the severity of the inclement weather in any given winter, result in cancelled flights during the winter months.
ITEM 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Aircraft Fuel
In the past, we have not experienced difficulties with fuel availability and we currently expect to be able to obtain fuel at prevailing prices in quantities sufficient to meet our future needs. Pursuant to our fixed-fee arrangements, United, Delta, Alaska and American have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. We bear the economic risk of fuel price fluctuations on our prorate operations. For the three months ended March 31, 2019, prorate flying arrangements represented approximately 15.2% of our total flying agreements revenue. For illustrative purposes only, we have estimated the impact of the market risk of fuel price fluctuations on our prorate operations using a hypothetical increase of 25% in the price per gallon we purchase. Based on this hypothetical assumption, we would have incurred an additional $6.4 million in fuel expense for the three months ended March 31, 2019.
Interest Rates
Our earnings may be affected by changes in interest rates due to our variable rate long-term debt. The interest rates applicable to variable rate debt may rise and increase our interest expense. At March 31, 2019, we had variable rate notes representing 0.2% of our total long-term debt compared to 0.2% of our long-term debt at December 31, 2018 and changes in interest rates are not expected to have a material adverse effect on our earnings.
We currently intend to finance the acquisition of aircraft through manufacturer financing, third-party leases or long-term borrowings. Changes in interest rates may impact the actual cost to us to acquire these aircraft. To the extent we place these aircraft in service under our code-share agreements with Delta, United, American, Alaska or other
carriers, our code-share agreements currently provide that reimbursement rates will be adjusted higher or lower to reflect changes in our aircraft financing interest rates.
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of March 31, 2019, those controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control
During the three months ended March 31, 2019, we implemented changes to our processes in response to the adoption of Accounting Standards Update No. 2016-02 “Leases (Topic 842)” that became effective January 1, 2019. The operating effectiveness of these changes will be evaluated as part of our annual assessment of the effectiveness of internal controls over financial reporting
.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to certain legal actions which we consider routine to our business activities. As of March 31, 2019, there were no pending legal proceedings that, if decided against us, were likely to have a material adverse effect on our financial position, liquidity or results of operations.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our other filings with the SEC, which factors could materially affect our business, financial condition and results of operations. The risks described in our reports filed with the SEC are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In February 2019, our Board of Directors authorized a new stock purchase program to repurchase up to $250.0 million of our common stock replacing the previously adopted stock purchase plan that authorized the repurchase of up to $100.0 million of our common stock. Between January 1, 2019 and February 5, 2019, we repurchased 83,282 shares of our common stock for $4.2 million under the previous $100.0 million stock purchase program. Subsequent to February 6, 2019, we repurchased additional shares under our newly authorized $250.0 million stock purchase program as set forth below. The following table summarizes the repurchases under our stock purchase programs during the three months ended March 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares
Purchased as Part of a
Publicly Announced
Program (1)
|
|
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Program (in Thousands)
|
January 1, 2019 – January 31, 2019
|
|
20,782
|
|
$
|
44.37
|
|
20,782
|
|
$
|
24,621
|
February 1, 2019 – February 5, 2019
|
|
62,500
|
|
$
|
52.62
|
|
62,500
|
|
$
|
21,332
|
February 6, 2019 — February 28, 2019
|
|
133,606
|
|
$
|
55.26
|
|
133,606
|
|
$
|
242,617
|
March 1, 2019 — March 31, 2019
|
|
259,389
|
|
$
|
51.68
|
|
259,389
|
|
$
|
229,211
|
Total
|
|
476,277
|
|
$
|
52.49
|
|
476,277
|
|
$
|
229,211
|
|
(1)
|
|
Prior to February 6, 2019, repurchases were made under
the previous $100.0 million stock purchase program
. Subsequent to
February 6, 2019, repurchases were made under our newly authorized $250.0 million stock purchase program.
Purchases are made at management’s discretion based on market conditions and financial resources.
As of March 31, 2019, we had repurchased 392,995 shares of our common stock for $20.8 million under this new authorization.
|
ITEM 6. EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, to be signed on its behalf by the undersigned, thereunto duly authorized, on May 6, 2019.
|
|
|
|
SKYWEST, INC.
|
|
|
|
|
By
|
/s/ Robert J. Simmons
|
|
|
Robert J. Simmons
|
|
|
Chief Financial Officer
|
SkyWest (NASDAQ:SKYW)
Historical Stock Chart
From Mar 2024 to Apr 2024
SkyWest (NASDAQ:SKYW)
Historical Stock Chart
From Apr 2023 to Apr 2024