Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
Form 10-Q
_______________________________________________________________________
(Mark One)
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ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35186
_______________________________________________________________________
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________
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Delaware | 38-1747023 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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2800 Executive Way Miramar, Florida | 33025 |
(Address of principal executive offices) | (Zip Code) |
(954) 447-7920
(Registrant’s telephone number, including area code)
_______________________________________________________________________
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 ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
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,” “small reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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| | | |
Large accelerated filer | ý | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
(Do not check if a smaller reporting company) | Emerging growth company | o |
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 7(a)(2)(B) of the Securities Act. o
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the close of business on July 19, 2018:
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Class | | Number of Shares |
Common Stock, $0.0001 par value | | 68,252,441 |
Table of Contents
INDEX
PART I. Financial Information
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ITEM 1. | UNAUDITED CONDENSED FINANCIAL STATEMENTS |
Spirit Airlines, Inc.
Condensed Statements of Operations
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Operating revenues: | | | | | | | |
Passenger | $ | 836,350 |
| | $ | 680,880 |
| | $ | 1,525,491 |
| | $ | 1,253,167 |
|
Other | 15,421 |
| | 19,305 |
| | 30,418 |
| | 36,975 |
|
Total operating revenues | 851,771 |
| | 700,185 |
| | 1,555,909 |
| | 1,290,142 |
|
| | | | | | | |
Operating expenses: | | | | | | | |
Aircraft fuel | 246,180 |
| | 142,294 |
| | 450,826 |
| | 282,076 |
|
Salaries, wages and benefits
| 187,756 |
| | 129,892 |
| | 342,852 |
| | 257,030 |
|
Aircraft rent | 41,745 |
| | 52,566 |
| | 91,936 |
| | 109,636 |
|
Landing fees and other rents | 58,602 |
| | 45,592 |
| | 108,232 |
| | 86,040 |
|
Depreciation and amortization | 45,618 |
| | 35,331 |
| | 84,991 |
| | 66,840 |
|
Maintenance, materials and repairs | 31,653 |
| | 28,985 |
| | 61,363 |
| | 55,297 |
|
Distribution | 34,997 |
| | 29,835 |
| | 65,628 |
| | 55,607 |
|
Special charges | 174 |
| | — |
| | 89,342 |
| | 4,776 |
|
Loss on disposal of assets | 4,644 |
| | 1,493 |
| | 5,492 |
| | 2,598 |
|
Other operating | 91,881 |
| | 102,885 |
| | 185,523 |
| | 180,588 |
|
Total operating expenses | 743,250 |
| | 568,873 |
| | 1,486,185 |
| | 1,100,488 |
|
| | | | | | | |
Operating income | 108,521 |
| | 131,312 |
| | 69,724 |
| | 189,654 |
|
| | | | | | | |
Other (income) expense: | | | | | | | |
Interest expense | 20,498 |
| | 13,746 |
| | 38,347 |
| | 26,219 |
|
Capitalized interest | (2,296 | ) | | (3,342 | ) | | (4,548 | ) | | (6,922 | ) |
Interest income | (4,430 | ) | | (1,828 | ) | | (8,496 | ) | | (3,141 | ) |
Other expense | 188 |
| | 104 |
| | 321 |
| | 107 |
|
Special charges, non-operating | 79,412 |
| | — |
| | 88,613 |
|
| — |
|
Total other (income) expense | 93,372 |
| | 8,680 |
| | 114,237 |
| | 16,263 |
|
| | | | | | | |
Income (loss) before income taxes | 15,149 |
| | 122,632 |
| | (44,513 | ) | | 173,391 |
|
Provision (benefit) for income taxes | 3,895 |
| | 45,391 |
| | (10,845 | ) | | 64,889 |
|
| | | | | | | |
Net income (loss) | $ | 11,254 |
| | $ | 77,241 |
| | $ | (33,668 | ) | | $ | 108,502 |
|
Basic earnings (loss) per share | $ | 0.16 |
| | $ | 1.11 |
| | $ | (0.49 | ) | | $ | 1.56 |
|
Diluted earnings (loss) per share | $ | 0.16 |
| | $ | 1.11 |
| | $ | (0.49 | ) | | $ | 1.56 |
|
The accompanying Notes are an integral part of these Condensed Financial Statements.
Spirit Airlines, Inc.
Condensed Statements of Comprehensive Income (Loss)
(unaudited, in thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Net income (loss) | $ | 11,254 |
| | $ | 77,241 |
| | $ | (33,668 | ) | | $ | 108,502 |
|
Unrealized gain (loss) on short-term investment securities, net of deferred taxes of $33, ($6), $26 and ($14) | 101 |
| | (11 | ) | | 78 |
| | (24 | ) |
Interest rate derivative loss reclassified into earnings, net of taxes of $18, $31, $39 and $62
| 61 |
| | 53 |
| | 120 |
| | 107 |
|
Other comprehensive income | $ | 162 |
| | $ | 42 |
| | $ | 198 |
| | $ | 83 |
|
Comprehensive income (loss) | $ | 11,416 |
| | $ | 77,283 |
| | $ | (33,470 | ) | | $ | 108,585 |
|
The accompanying Notes are an integral part of these Condensed Financial Statements.
Spirit Airlines, Inc.
Condensed Balance Sheets
(unaudited, in thousands)
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 812,362 |
| | $ | 800,849 |
|
Short-term investment securities | 101,714 |
| | 100,937 |
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Accounts receivable, net | 58,547 |
| | 49,323 |
|
Aircraft maintenance deposits, net | 107,252 |
| | 175,615 |
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Income tax receivable | 70,672 |
| | 69,844 |
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Prepaid expenses and other current assets | 79,788 |
| | 85,542 |
|
Total current assets | 1,230,335 |
| | 1,282,110 |
|
| | | |
Property and equipment: | | | |
Flight equipment | 2,911,378 |
| | 2,291,110 |
|
Ground property and equipment | 168,039 |
| | 155,166 |
|
Less accumulated depreciation | (261,314 | ) | | (207,808 | ) |
| 2,818,103 |
| | 2,238,468 |
|
Deposits on flight equipment purchase contracts | 240,224 |
| | 253,687 |
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Long-term aircraft maintenance deposits | 141,183 |
| | 150,617 |
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Deferred heavy maintenance, net | 172,799 |
| | 99,915 |
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Other long-term assets | 79,081 |
| | 121,003 |
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Total assets | $ | 4,681,725 |
| | $ | 4,145,800 |
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| | | |
Liabilities and shareholders’ equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 50,310 |
| | $ | 22,822 |
|
Air traffic liability | 357,645 |
| | 263,711 |
|
Current maturities of long-term debt and capital leases | 145,865 |
| | 115,430 |
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Other current liabilities | 346,407 |
| | 262,370 |
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Total current liabilities | 900,227 |
| | 664,333 |
|
| | | |
Long-term debt, less current maturities | 1,731,766 |
| | 1,387,498 |
|
Deferred income taxes | 295,601 |
| | 308,814 |
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Deferred gains and other long-term liabilities | 20,630 |
| | 22,581 |
|
Shareholders’ equity: | | | |
Common stock
| 7 |
| | 7 |
|
Additional paid-in-capital | 365,536 |
| | 360,153 |
|
Treasury stock, at cost
| (66,840 | ) | | (65,854 | ) |
Retained earnings | 1,436,064 |
| | 1,469,732 |
|
Accumulated other comprehensive income (loss) | (1,266 | ) | | (1,464 | ) |
Total shareholders’ equity | 1,733,501 |
| | 1,762,574 |
|
Total liabilities and shareholders’ equity | $ | 4,681,725 |
| | $ | 4,145,800 |
|
The accompanying Notes are an integral part of these Condensed Financial Statements.
Spirit Airlines, Inc.
Condensed Statements of Cash Flows
(unaudited, in thousands)
|
| | | | | | | |
| Six Months Ended June 30, |
| 2018 | | 2017 |
Operating activities: |
| |
|
Net income (loss) | $ | (33,668 | ) | | $ | 108,502 |
|
Adjustments to reconcile net income (loss) to net cash provided by operations: |
| |
|
Losses reclassified from other comprehensive income | 159 |
|
| 167 |
|
Stock-based compensation | 5,381 |
| | 4,671 |
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Allowance for doubtful accounts (recoveries) | (12 | ) | | (51 | ) |
Amortization of deferred gains and losses and debt issuance costs | 4,552 |
| | 4,761 |
|
Depreciation and amortization | 84,991 |
| | 66,840 |
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Deferred income tax expense (benefit) | (17,604 | ) | | 64,789 |
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Loss on disposal of assets | 5,492 |
| | 2,598 |
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Lease termination costs | — |
|
| 4,776 |
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Special charges, non-operating | 88,613 |
| | — |
|
|
|
| |
|
|
Changes in operating assets and liabilities: |
|
| | |
Accounts receivable | (9,212 | ) | | (6,808 | ) |
Aircraft maintenance deposits, net | 11,222 |
| | (17,940 | ) |
Prepaid income taxes | — |
|
| (1,598 | ) |
Long-term deposits and other assets | 3,003 |
| | (17,507 | ) |
Deferred heavy maintenance | (94,267 | ) | | (28,191 | ) |
Income tax receivable | (828 | ) | | — |
|
Accounts payable | 25,413 |
| | 16,387 |
|
Air traffic liability | 93,936 |
| | 108,574 |
|
Other liabilities | 83,809 |
| | 13,518 |
|
Other | 8 |
| | 239 |
|
Net cash provided by operating activities | 250,988 |
| | 323,727 |
|
Investing activities: | | | |
Purchase of available-for-sale investment securities | (73,687 | ) |
| (68,459 | ) |
Proceeds from the maturity of available-for-sale investment securities | 72,964 |
|
| 67,857 |
|
Proceeds from sale of property and equipment | 9,500 |
| | — |
|
Pre-delivery deposits for flight equipment, net of refunds | (92,205 | ) | | (79,357 | ) |
Capitalized interest | (4,178 | ) |
| (6,375 | ) |
Purchase of property and equipment | (323,229 | ) | | (269,519 | ) |
Net cash used in investing activities | (410,835 | ) | | (355,853 | ) |
Financing activities: | | | |
Proceeds from issuance of long-term debt | 440,340 |
|
| 255,827 |
|
Proceeds from stock options exercised | 2 |
| | 29 |
|
Payments on debt obligations | (60,649 | ) | | (49,980 | ) |
Payments on capital lease obligations | (205,403 | ) | | (119 | ) |
Repurchase of common stock | (986 | ) | | (1,217 | ) |
Debt issuance costs | (1,944 | ) |
| (4,164 | ) |
Net cash provided by financing activities | 171,360 |
| | 200,376 |
|
Net (decrease) increase in cash and cash equivalents | 11,513 |
| | 168,250 |
|
Cash and cash equivalents at beginning of period | 800,849 |
| | 700,900 |
|
Cash and cash equivalents at end of period | $ | 812,362 |
| | $ | 869,150 |
|
Supplemental disclosures | | | |
Cash payments for: | | | |
Interest, net of capitalized interest | $ | 16,769 |
| | $ | 16,869 |
|
Income taxes paid, net of refunds | $ | 3,270 |
| | $ | 4,340 |
|
Non-cash transactions: | | | |
Capital expenditures funded by capital lease borrowings | $ | (315 | ) |
| $ | (1,370 | ) |
The accompanying Notes are an integral part of these Condensed Financial Statements.
Notes to Condensed Financial Statements
(unaudited)
The accompanying unaudited condensed financial statements include the accounts of Spirit Airlines, Inc. ("the Company"). These unaudited condensed financial statements reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on February 13, 2018.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect both the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.
The interim results reflected in the unaudited condensed financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.
Certain prior period amounts have been reclassified to conform to the current year's presentation and the adoption of Accounting Standards Update ("ASU") No. 2014-09, ("ASU 2014-09") "Revenue from Contracts with Customers".
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2. | Recent Accounting Developments |
Recently Adopted Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") No. 2014-09, ("ASU 2014-09") "Revenue from Contracts with Customers." The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this guidance on January 1, 2018 utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented. The most significant impact of this ASU is the elimination of the incremental cost method for frequent flier program accounting, which requires the Company to re-value and record a liability associated with customer flight miles earned as part of the Company’s frequent flier program with a relative fair value approach. The classification and timing of recognition of certain ancillary fees is also impacted by the adoption of ASU 2014-09. While the adoption did not have a significant impact on earnings, the classification of certain revenues, such as bags, seats and other travel-related fees are now deemed part of the single performance obligation of providing passenger transportation. Refer to Note 3, Revenue Recognition for information regarding the Company's adoption of ASU 2014-09 and to Note 4, Revenue Disaggregation for the presentation of passenger revenues disaggregated by fare and non-fare.
Financial Instruments
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10).” ASU 2016-01 makes several modifications to Subtopic 825-10 including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 is effective for the Company for interim and annual periods beginning January 1, 2018. The Company adopted this guidance on January 1, 2018 with no material impact on the financial statements.
Statement of Cash Flows
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows." The standard is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This standard is effective for the
Notes to Condensed Financial Statements—(Continued)
Company for fiscal years, and interim periods within those years, beginning January 1, 2018. The Company adopted this guidance on January 1, 2018 with no material impact on the financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
Leases
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." This standard will generally require all leases with durations greater than twelve months to be recognized on the condensed balance sheet and is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company is currently evaluating the new guidance and believes adoption of this standard will have a significant impact on its condensed balance sheets although adoption is not expected to significantly change the recognition, measurement or presentation of lease expenses within the statements of operations and cash flows. Refer to Note 10, Commitments and Contingencies for information regarding the Company's undiscounted future lease payments and the timing of those payments.
Accounting for Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses." The standard requires the use of an "expected loss" model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances instead of reductions to the amortized cost of the securities. This standard is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2020, with early adoption permitted. The Company is evaluating the new guidance, but does not expect it to have a material impact on its financial statements.
Income Taxes
In March 2018, the FASB issued ASU 2018-05, Income Taxes ("Topic 740") - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The standard amends Accounting Standards Codification 740, Income Taxes ("ASC 740") to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act ("the Tax Act") pursuant to Staff Accounting Bulletin No. 118. The provisional income tax amounts recorded may be affected as the Company gains a more thorough understanding of the tax law, including those related to the deductibility of acquired assets, state tax treatment and amounts related to employee compensation. The provisional accounting impacts for the Company may change in future reporting periods until the accounting is finalized, which will occur no later than the fourth quarter of 2018. The Company does not expect the guidance to have a material impact on its financial statements.
Passenger revenues
Fare revenues. Tickets sold are initially deferred as “air traffic liability.” Passenger fare revenues are recognized at time of departure when transportation is provided. All tickets sold by the Company are nonrefundable. An unused ticket expires at the date of scheduled travel and is recognized as revenue at the date of scheduled travel. Passenger revenues reported prior to the adoption of ASU 2014-09 are now reported as fare revenues within passenger revenues in the Company's disaggregated revenue table within Note 4, Revenue Disaggregation.
As of December 31, 2017 and 2016, the Company had air traffic liability ("ATL") balances of $263.7 million and $220.2 million, respectively. During the six months ended June 30, 2018, substantially all of the ATL balance as of December 31, 2017 has been recognized. The remaining balance of the December 31, 2017 liability is expected to be recognized during the remainder of 2018.
Non-fare revenues.The adoption of ASU 2014-09 impacted the classification of certain ancillary items such as bags, seats and other travel-related fees, since they are deemed part of the single performance obligation of providing passenger transportation. These ancillary items are now recognized in non-fare revenues within passenger revenues in the Company's disaggregated revenue table within Note 4, Revenue Disaggregation.
Changes and cancellations. Customers may elect to change or cancel their itinerary prior to the date of departure. For changes, a service charge is recognized at time of departure of newly scheduled travel and is deducted from the face value of
Notes to Condensed Financial Statements—(Continued)
the original purchase price of the ticket, and the original ticket becomes invalid. For cancellations, a service charge is assessed and the amount remaining after deducting the service charge is called a credit shell which generally expires 60 days from the date the credit shell is created and can be used towards the purchase of a new ticket and the Company’s other service offerings. Both the service charge and credit shell amounts are recorded as deferred revenue and amounts expected to expire are estimated based on historical experience. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment. However, given the relatively short period of time to expiration, this does not have a significant impact on the Company's financial statements.
Other revenues
Other revenues primarily consist of the marketing component of the sale of frequent flyer miles to the Company's credit card partner and commissions revenue from the sale of various items such as hotels and rental cars.
Frequent Flyer Program
The Company's frequent flyer program generates customer loyalty by rewarding customers with mileage credits to travel on Spirit. When traveling, customers earn redeemable mileage credits for each mile flown on Spirit. Customers can also earn mileage credits through participating companies such as the co-branded Spirit credit card. Mileage credits are redeemable by customers in future periods for air travel on Spirit.
To reflect the mileage credits earned, the program includes two types of transactions that are considered revenue arrangements with multiple performance obligations: (1) mileage credits earned with travel and (2) mileage credits sold to co-branded credit card partner.
The adoption of ASU 2014-09 eliminated the incremental cost method for frequent flier program accounting, which required the Company to re-value and record a liability associated with customer flight miles earned with travel as part of the Company’s frequent flier program with a relative fair value. Upon adoption of ASU 2014-09 on January 1, 2018, the Company recorded an increase to its air traffic liability of $12.4 million.
Passenger ticket sales earning mileage credits. Passenger ticket sales earning mileage credits provide customers with (1) mileage credits earned and (2) air transportation. The Company values each performance obligation on a standalone basis. To value the mileage credits earned, the Company considers the quantitative value a passenger receives by redeeming miles for a ticket rather than paying cash, which is referred to as equivalent ticket value ("ETV").
The Company defers revenue for the mileage credits when earned and recognize loyalty travel awards in passenger revenue as the miles are redeemed and services are provided. The Company records the air transportation portion of the passenger ticket sales in air traffic liability and recognizes passenger revenue when transportation is provided or if the ticket goes unused.
Sale of mileage credits. Customers may earn mileage credits based on their spending with the Company's co-branded credit card company with which the Company has an agreement to sell mileage credits. The contract to sell mileage credits under this agreement has multiple performance obligations. During the six months ended June 30, 2018 and 2017, total cash sales from this agreement was $19.9 million and $25.0 million, respectively, which are allocated to travel and other performance obligations, as discussed below.
The Company's co-brand credit card agreement provides for joint marketing where cardholders earn mileage credits for making purchases using co-branded cards. During 2015, the Company extended its agreement with the administer of the FREE SPIRIT affinity credit card program to extend through 2022. The Company accounts for this agreement consistently with the accounting method that allocates the consideration received to the individual products and services delivered. The value is allocated based on the relative selling prices of those products and services, which generally consists of (i) travel miles to be awarded, (ii) licensing of brand and access to member lists and (iii) advertising and marketing efforts. The Company determined the best estimate of the selling prices by considering discounted cash flow analysis using multiple inputs and assumptions, including: (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation, (3) licensing of brand and access to member lists and (4) advertising and marketing efforts.
The Company defers the amount for award travel obligation as part of loyalty deferred revenue within air traffic liability on the balance sheet and recognizes loyalty travel awards in passenger revenue as the mileage credits are used for travel.
Notes to Condensed Financial Statements—(Continued)
Revenue allocated to the remaining performance obligations, primarily marketing components, is recorded in other revenue over time as miles are delivered.
Mileage breakage. For mileage credits that the Company estimates are not likely to be redeemed ("breakage"), the Company recognizes the associated value proportionally during the period in which the remaining mileage credits are redeemed. Management uses statistical models to estimate breakage based on historical redemption patterns. A change in assumptions as to the period over which mileage credits are expected to be redeemed, the actual redemption activity for mileage credits or the estimated fair value of mileage credits expected to be redeemed could have an impact on revenues in the year in which the change occurs and in future years.
Current activity of frequent flyer program. Mileage credits are combined in one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of miles that were part of the frequent flyer deferred revenue balance at the beginning of the period as well as miles that were issued during the period.
The following tables show adjustments made due to the adoption of ASU 2014-09 on the December 31, 2017 and 2016 statements of operations. Previously reported results were derived from audited financial statements included in Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2017 and December 31, 2016, as applicable.
Notes to Condensed Financial Statements—(Continued)
|
| | | | | | | | | | | |
| Year Ended December 31, 2017 |
| (in thousands, except share and per share data) |
| As Reported | | Topic 606 Adjustment | | As Adjusted |
Operating revenues: | | | | | |
Passenger | $ | 1,366,034 |
| | $ | 1,206,853 |
| | $ | 2,572,887 |
|
Other | 1,281,632 |
| | (1,210,967 | ) | | 70,665 |
|
Total operating revenues | 2,647,666 |
| | (4,114 | ) | | 2,643,552 |
|
| | | | | |
Operating expenses: | | | | | |
Aircraft fuel | 615,581 |
| | — |
| | 615,581 |
|
Salaries, wages and benefits
| 527,959 |
| | — |
| | 527,959 |
|
Aircraft rent | 205,852 |
| | — |
| | 205,852 |
|
Landing fees and other rents | 180,655 |
| | — |
| | 180,655 |
|
Depreciation and amortization | 140,152 |
| | — |
| | 140,152 |
|
Maintenance, materials and repairs | 110,439 |
| | — |
| | 110,439 |
|
Distribution | 113,620 |
| | (148 | ) | | 113,472 |
|
Special charges | 12,629 |
| | — |
| | 12,629 |
|
Loss on disposal of assets | 4,168 |
| | — |
| | 4,168 |
|
Other operating | 347,820 |
| | — |
| | 347,820 |
|
Total operating expenses | 2,258,875 |
| | (148 | ) | | 2,258,727 |
|
| | | | | |
Operating income | 388,791 |
| | (3,966 | ) | | 384,825 |
|
| | | | | |
Other (income) expense: | | | | | |
Interest expense | 57,302 |
| | — |
| | 57,302 |
|
Capitalized interest | (13,793 | ) | | — |
| | (13,793 | ) |
Interest income | (8,736 | ) | | — |
| | (8,736 | ) |
Other expense | 366 |
| | — |
| | 366 |
|
Total other (income) expense | 35,139 |
| | — |
| | 35,139 |
|
| | | | | |
Income before income taxes | 353,652 |
| | (3,966 | ) | | 349,686 |
|
Provision (benefit) for income taxes | (66,954 | ) | | 1,118 |
| | (65,836 | ) |
| | | | | |
Net income | $ | 420,606 |
| | $ | (5,084 | ) | | $ | 415,522 |
|
Basic earnings per share | $ | 6.08 |
| | $ | (0.07 | ) | | $ | 6.00 |
|
Diluted earnings per share | $ | 6.06 |
| | $ | (0.07 | ) | | $ | 5.99 |
|
Notes to Condensed Financial Statements—(Continued)
|
| | | | | | | | | | | |
| Year Ended December 31, 2016 |
| (in thousands, except share and per share data) |
| As Reported | | Topic 606 Adjustment | | As Adjusted |
Operating revenues: | | | | | |
Passenger | $ | 1,200,621 |
| | $ | 1,057,180 |
| | $ | 2,257,801 |
|
Other | 1,121,335 |
| | (1,059,115 | ) | | 62,220 |
|
Total operating revenues | 2,321,956 |
| | (1,935 | ) | | 2,320,021 |
|
| | | | | |
Operating expenses: | | | | | |
Salaries, wages and benefits
| 472,471 |
| | — |
| | 472,471 |
|
Aircraft fuel | 447,553 |
| | — |
| | 447,553 |
|
Aircraft rent | 201,675 |
| | — |
| | 201,675 |
|
Landing fees and other rents | 151,679 |
| | — |
| | 151,679 |
|
Depreciation and amortization | 101,136 |
| | — |
| | 101,136 |
|
Maintenance, materials and repairs | 98,587 |
| | — |
| | 98,587 |
|
Distribution | 96,627 |
| | 268 |
| | 96,895 |
|
Special charges | 37,189 |
| | — |
| | 37,189 |
|
Loss on disposal of assets | 4,187 |
| | — |
| | 4,187 |
|
Other operating | 267,191 |
| | — |
| | 267,191 |
|
Total operating expenses | 1,878,295 |
| | 268 |
| | 1,878,563 |
|
| | | | | |
Operating income | 443,661 |
| | (2,203 | ) | | 441,458 |
|
| | | | | |
Other (income) expense: | | | | | |
Interest expense | 41,654 |
| | — |
| | 41,654 |
|
Capitalized interest | (12,705 | ) | | — |
| | (12,705 | ) |
Interest income | (5,276 | ) | | — |
| | (5,276 | ) |
Other expense | 528 |
| | — |
| | 528 |
|
Total other (income) expense | 24,201 |
| | — |
| | 24,201 |
|
| | | | | |
Income before income taxes | 419,460 |
| | (2,203 | ) | | 417,257 |
|
Provision (benefit) for income taxes | 154,581 |
| | (807 | ) | | 153,774 |
|
| | | | | |
Net income | $ | 264,879 |
| | $ | (1,396 | ) | | $ | 263,483 |
|
Basic earnings per share | $ | 3.77 |
| | $ | (0.02 | ) | | $ | 3.75 |
|
Diluted earnings per share | $ | 3.76 |
| | $ | (0.02 | ) | | $ | 3.74 |
|
Notes to Condensed Financial Statements—(Continued)
The following table shows adjusted balances after the adoption of ASU 2014-09 on the quarterly statements of operations for each quarter of 2017. |
| | | | | | | | | | | | | | | |
| For the Quarter Ended |
| March 31, 2017 | | June 30, 2017 | | September 30, 2017 | | December 31, 2017 |
| (in thousands, except share and per share data)
|
Operating revenues: | | | | | | | |
Passenger | $ | 572,287 |
| | $ | 680,880 |
| | $ | 669,072 |
| | $ | 650,647 |
|
Other | 17,670 |
| | 19,305 |
| | 18,155 |
| | 15,535 |
|
Total operating revenues | 589,957 |
| | 700,185 |
| | 687,227 |
| | 666,182 |
|
| | | | | | | |
Operating expenses: | | | | | | | |
Aircraft fuel | 139,782 |
| | 142,294 |
| | 158,300 |
| | 175,205 |
|
Salaries, wages and benefits
| 127,138 |
| | 129,892 |
| | 134,114 |
| | 136,815 |
|
Aircraft rent | 57,070 |
| | 52,566 |
| | 53,396 |
| | 42,820 |
|
Landing fees and other rents | 40,448 |
| | 45,592 |
| | 48,498 |
| | 46,117 |
|
Depreciation and amortization | 31,509 |
| | 35,331 |
| | 36,840 |
| | 36,472 |
|
Maintenance, materials and repairs | 26,312 |
| | 28,985 |
| | 26,176 |
| | 28,966 |
|
Distribution | 25,772 |
| | 29,835 |
| | 29,695 |
| | 28,170 |
|
Special charges | 4,776 |
| | — |
| | 7,853 |
| | — |
|
Loss on disposal of assets | 1,105 |
| | 1,493 |
| | 516 |
| | 1,054 |
|
Other operating | 77,703 |
| | 102,885 |
| | 87,965 |
| | 79,267 |
|
Total operating expenses | 531,615 |
| | 568,873 |
| | 583,353 |
| | 574,886 |
|
| | | | | | | |
Operating income | 58,342 |
| | 131,312 |
| | 103,874 |
| | 91,296 |
|
| | | | | | | |
Other (income) expense: | | | | | | | |
Interest expense | 12,473 |
| | 13,746 |
| | 15,018 |
| | 16,065 |
|
Capitalized interest | (3,580 | ) | | (3,342 | ) | | (3,203 | ) | | (3,668 | ) |
Interest income | (1,313 | ) | | (1,828 | ) | | (2,605 | ) | | (2,990 | ) |
Other expense | 3 |
| | 104 |
| | 114 |
| | 145 |
|
Total other (income) expense | 7,583 |
| | 8,680 |
| | 9,324 |
| | 9,552 |
|
| | | | | | | |
Income before income taxes | 50,759 |
| | 122,632 |
| | 94,550 |
| | 81,744 |
|
Provision (benefit) for income taxes | 19,498 |
| | 45,391 |
| | 34,506 |
| | (165,231 | ) |
| | | | | | | |
Net income | $ | 31,261 |
| | $ | 77,241 |
| | $ | 60,044 |
| | $ | 246,975 |
|
Basic earnings per share | $ | 0.45 |
| | $ | 1.11 |
| | $ | 0.87 |
| | $ | 3.59 |
|
Diluted earnings per share | $ | 0.45 |
| | $ | 1.11 |
| | $ | 0.86 |
| | $ | 3.58 |
|
Notes to Condensed Financial Statements—(Continued)
The following table shows quarterly adjustments made due to the adoption of ASU 2014-09 on the statements of operations for 2017.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Adjustments for the Quarter Ended | | |
| Full Year 2017 As Reported | | March 31, 2017 | | June 30, 2017 | | September 30, 2017 | | December 31, 2017 | | Full Year 2017 Adjusted |
| (in thousands, except share and per share data)
|
Operating revenues: | | | | | | | | | | | |
Passenger | $ | 1,366,034 |
| | $ | 272,525 |
| | $ | 308,959 |
| | $ | 312,865 |
| | $ | 312,504 |
| | $ | 2,572,887 |
|
Other | 1,281,632 |
| | (274,314 | ) | | (310,455 | ) | | (312,869 | ) | | (313,329 | ) | | 70,665 |
|
Total operating revenues | 2,647,666 |
| | (1,789 | ) | | (1,496 | ) | | (4 | ) | | (825 | ) | | 2,643,552 |
|
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Aircraft fuel | 615,581 |
| | — |
| | — |
| | — |
| | — |
| | 615,581 |
|
Salaries, wages and benefits
| 527,959 |
| | — |
| | — |
| | — |
| | — |
| | 527,959 |
|
Aircraft rent | 205,852 |
| | — |
| | — |
| | — |
| | — |
| | 205,852 |
|
Landing fees and other rents | 180,655 |
| | — |
| | — |
| | — |
| | — |
| | 180,655 |
|
Depreciation and amortization | 140,152 |
| | — |
| | — |
| | — |
| | — |
| | 140,152 |
|
Maintenance, materials and repairs | 110,439 |
| | — |
| | — |
| | — |
| | — |
| | 110,439 |
|
Distribution | 113,620 |
| | (726 | ) | | (73 | ) | | 226 |
| | 425 |
| | 113,472 |
|
Special charges | 12,629 |
| | — |
| | — |
| | — |
| | — |
| | 12,629 |
|
Loss on disposal of assets | 4,168 |
| | — |
| | — |
| | — |
| | — |
| | 4,168 |
|
Other operating | 347,820 |
| | — |
| | — |
| | — |
| | — |
| | 347,820 |
|
Total operating expenses | 2,258,875 |
| | (726 | ) | | (73 | ) | | 226 |
| | 425 |
| | 2,258,727 |
|
| | | | | | | | | | | |
Operating income | 388,791 |
| | (1,063 | ) | | (1,423 | ) | | (230 | ) | | (1,250 | ) | | 384,825 |
|
| | | | | | | | | | | |
Other (income) expense: | | | | | | | | | | | |
Interest expense | 57,302 |
| | — |
| | — |
| | — |
| | — |
| | 57,302 |
|
Capitalized interest | (13,793 | ) | | — |
| | — |
| | — |
| | — |
| | (13,793 | ) |
Interest income | (8,736 | ) | | — |
| | — |
| | — |
| | — |
| | (8,736 | ) |
Other expense | 366 |
| | — |
| | — |
| | — |
| | — |
| | 366 |
|
Total other (income) expense | 35,139 |
| | — |
| | — |
| | — |
| | — |
| | 35,139 |
|
| | | | | | | | | | | |
Income before income taxes | 353,652 |
| | (1,063 | ) | | (1,423 | ) | | (230 | ) | | (1,250 | ) | | 349,686 |
|
Provision (benefit) for income taxes | (66,954 | ) | | (389 | ) | | (522 | ) | | (84 | ) | | 2,113 |
| | (65,836 | ) |
| | | | | | | | | | | |
Net income | $ | 420,606 |
| | $ | (674 | ) | | $ | (901 | ) | | $ | (146 | ) | | $ | (3,363 | ) | | $ | 415,522 |
|
Basic earnings per share | $ | 6.08 |
| | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | — |
| | $ | (0.05 | ) | | $ | 6.00 |
|
Diluted earnings per share | $ | 6.06 |
| | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | — |
| | $ | (0.05 | ) | | $ | 5.99 |
|
Notes to Condensed Financial Statements—(Continued)
The following tables show adjustments made due to the adoption of ASU 2014-09 on the December 31, 2017 and 2016 balance sheets. Previously reported results were derived from audited financial statements included in Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2017 and December 31, 2016, as applicable.
|
| | | | | | | | | | | |
| December 31, 2017 |
| (in thousands) |
| As Reported | | Topic 606 Adjustment | | As Adjusted |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | $ | 800,849 |
| | $ | — |
| | $ | 800,849 |
|
Short-term investment securities | 100,937 |
| | — |
| | 100,937 |
|
Accounts receivable, net | 49,323 |
| | — |
| | 49,323 |
|
Aircraft maintenance deposits, net | 175,615 |
| | — |
| | 175,615 |
|
Income tax receivable | 69,844 |
| | — |
| | 69,844 |
|
Prepaid expenses and other current assets | 83,692 |
| | 1,850 |
| | 85,542 |
|
Total current assets | 1,280,260 |
| | 1,850 |
| | 1,282,110 |
|
| | | | | |
Property and equipment: | | | | | |
Flight equipment | 2,291,110 |
| | — |
| | 2,291,110 |
|
Ground property and equipment | 155,166 |
| | — |
| | 155,166 |
|
Less accumulated depreciation | (207,808 | ) | | — |
| | (207,808 | ) |
| 2,238,468 |
| | — |
| | 2,238,468 |
|
Deposits on flight equipment purchase contracts | 253,687 |
| | — |
| | 253,687 |
|
Long-term aircraft maintenance deposits | 150,617 |
| | — |
| | 150,617 |
|
Deferred heavy maintenance, net | 99,915 |
| | — |
| | 99,915 |
|
Other long-term assets | 121,003 |
| | — |
| | 121,003 |
|
Total assets | $ | 4,143,950 |
| | $ | 1,850 |
| | $ | 4,145,800 |
|
| | | | | |
Liabilities and shareholders’ equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | $ | 22,822 |
| | $ | — |
| | $ | 22,822 |
|
Air traffic liability | 246,404 |
| | 17,307 |
| | 263,711 |
|
Current maturities of long-term debt | 115,430 |
| | — |
| | 115,430 |
|
Other current liabilities | 262,370 |
| | — |
| | 262,370 |
|
Total current liabilities | 647,026 |
| | 17,307 |
| | 664,333 |
|
| | | | | |
Long-term debt, less current maturities | 1,387,498 |
| | — |
| | 1,387,498 |
|
Deferred income taxes | 313,140 |
| | (4,326 | ) | | 308,814 |
|
Deferred gains and other long-term liabilities | 19,205 |
| | 3,376 |
| | 22,581 |
|
Shareholders’ equity: | | | | | |
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2017; 69,770,795 issued and 68,196,964 outstanding as of December 31, 2017
| 7 |
| | — |
| | 7 |
|
Additional paid-in-capital | 360,153 |
| | — |
| | 360,153 |
|
Treasury stock, at cost: 1,573,831 shares as of December 31, 2017
| (65,854 | ) | | — |
| | (65,854 | ) |
Retained earnings | 1,484,239 |
| | (14,507 | ) | | 1,469,732 |
|
Accumulated other comprehensive income (loss) | (1,464 | ) | | — |
| | (1,464 | ) |
Total shareholders’ equity | 1,777,081 |
| | (14,507 | ) | | 1,762,574 |
|
Total liabilities and shareholders’ equity | $ | 4,143,950 |
| | $ | 1,850 |
| | $ | 4,145,800 |
|
Notes to Condensed Financial Statements—(Continued)
|
| | | | | | | | | | | |
| December 31, 2016 |
| (in thousands) |
| As Reported | | Topic 606 Adjustment | | As Adjusted |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | $ | 700,900 |
| | $ | — |
| | $ | 700,900 |
|
Short-term investment securities | 100,155 |
| | — |
| | 100,155 |
|
Accounts receivable, net | 41,136 |
| | — |
| | 41,136 |
|
Aircraft maintenance deposits, net | 87,035 |
| | — |
| | 87,035 |
|
Income tax receivable | — |
| | — |
| | — |
|
Prepaid expenses and other current assets | 46,619 |
| | 1,702 |
| | 48,321 |
|
Total current assets | 975,845 |
| | 1,702 |
| | 977,547 |
|
| | | | | |
Property and equipment: | | | | | |
Flight equipment | 1,461,525 |
| | — |
| | 1,461,525 |
|
Ground property and equipment | 126,206 |
| | — |
| | 126,206 |
|
Less accumulated depreciation | (122,509 | ) | | — |
| | (122,509 | ) |
| 1,465,222 |
| | — |
| | 1,465,222 |
|
Deposits on flight equipment purchase contracts | 325,688 |
| | — |
| | 325,688 |
|
Long-term aircraft maintenance deposits | 199,415 |
| | — |
| | 199,415 |
|
Deferred heavy maintenance, net | 75,534 |
| | — |
| | 75,534 |
|
Other long-term assets | 110,223 |
| | — |
| | 110,223 |
|
Total assets | $ | 3,151,927 |
| | $ | 1,702 |
| | $ | 3,153,629 |
|
| | | | | |
Liabilities and shareholders’ equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | $ | 15,193 |
| | $ | — |
| | $ | 15,193 |
|
Air traffic liability | 206,392 |
| | 13,792 |
| | 220,184 |
|
Current maturities of long-term debt | 84,354 |
| | — |
| | 84,354 |
|
Other current liabilities | 226,011 |
| | — |
| | 226,011 |
|
Total current liabilities | 531,950 |
| | 13,792 |
| | 545,742 |
|
| | | | | |
Long-term debt, less current maturities | 897,359 |
| | — |
| | 897,359 |
|
Deferred income taxes | 308,143 |
| | (5,443 | ) | | 302,700 |
|
Deferred gains and other long-term liabilities | 19,868 |
| | 2,776 |
| | 22,644 |
|
Shareholders’ equity: | | | | | |
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2016; 73,549,872 issued and 69,326,202 outstanding as of December 31, 2016
| 7 |
| | — |
| | 7 |
|
Additional paid-in-capital | 551,004 |
| | — |
| | 551,004 |
|
Treasury stock, at cost: 4,223,670 shares as of December 31, 2016
| (218,692 | ) | | — |
| | (218,692 | ) |
Retained earnings | 1,063,633 |
| | (9,423 | ) | | 1,054,210 |
|
Accumulated other comprehensive income (loss) | (1,345 | ) | | — |
| | (1,345 | ) |
Total shareholders’ equity | 1,394,607 |
| | (9,423 | ) | | 1,385,184 |
|
Total liabilities and shareholders’ equity | $ | 3,151,927 |
| | $ | 1,702 |
| | $ | 3,153,629 |
|
Notes to Condensed Financial Statements—(Continued)
| |
4. | Revenue Disaggregation |
Operating revenues is comprised of passenger revenues, which includes fare and non-fare revenues, and other revenues. The following table shows disaggregated operating revenues for the first and second quarter of 2018 and each quarter of 2017.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Quarter Ended |
| June 30, 2018 | | March 31, 2018 | | December 31, 2017 | | September 30, 2017 | | June 30, 2017 | | March 31, 2017 |
| (in thousands)
|
Operating revenues: | | | | | | | | | | | |
Fare | $ | 439,549 |
| | $ | 342,695 |
| | $ | 337,324 |
| | $ | 355,593 |
| | $ | 371,443 |
| | $ | 299,035 |
|
Non-fare | 396,801 |
| | 346,446 |
| | 313,323 |
| | 313,479 |
| | 309,437 |
| | 273,252 |
|
Total passenger revenues | 836,350 |
| | 689,141 |
| | 650,647 |
| | 669,072 |
| | 680,880 |
| | 572,287 |
|
Other revenues | 15,421 |
| | 14,997 |
| | 15,535 |
| | 18,155 |
| | 19,305 |
| | 17,670 |
|
Total operating revenues | $ | 851,771 |
| | $ | 704,138 |
| | $ | 666,182 |
| | $ | 687,227 |
| | $ | 700,185 |
| | $ | 589,957 |
|
The following table shows disaggregated operating revenues for years ended December 31, 2017 and 2016.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2017 | | 2016 |
| (in thousands) |
| As Reported | | Topic 606 Adjustment | | As Adjusted | | As Reported | | Topic 606 Adjustment | | As Adjusted |
Operating revenues: | | | | | | | | | | | |
Fare | $ | 1,366,034 |
| | $ | (2,639 | ) | | $ | 1,363,395 |
| | $ | 1,200,621 |
| | $ | (2,514 | ) | | $ | 1,198,107 |
|
Non-fare | — |
| | 1,209,492 |
| | 1,209,492 |
| | — |
| | 1,059,694 |
| | 1,059,694 |
|
Total passenger revenues | 1,366,034 |
| | 1,206,853 |
| | 2,572,887 |
| | 1,200,621 |
| | 1,057,180 |
| | 2,257,801 |
|
Other revenues | 1,281,632 |
| | (1,210,967 | ) | | 70,665 |
| | 1,121,335 |
| | (1,059,115 | ) | | 62,220 |
|
Total operating revenues | $ | 2,647,666 |
| | $ | (4,114 | ) | | $ | 2,643,552 |
| | $ | 2,321,956 |
| | $ | (1,935 | ) | | $ | 2,320,021 |
|
The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the Department of Transportation ("DOT") area are summarized below:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (in millions) |
DOT—Domestic | $ | 768.3 |
| | $ | 640.0 |
| | $ | 1,417.4 |
| | $ | 1,184.3 |
|
DOT—Latin America | 83.5 |
| | 60.2 |
| | 138.5 |
| | 105.8 |
|
Total | $ | 851.8 |
| | $ | 700.2 |
| | $ | 1,555.9 |
| | $ | 1,290.1 |
|
Special Charges, Operating
Notes to Condensed Financial Statements—(Continued)
During the first quarter of 2018, the Company negotiated and amended the collective bargaining agreement with the Air Line Pilots Association, International ("ALPA"), under the guidance of the National Mediation Board ("NMB"). In connection with the amended agreement, the Company incurred a one-time ratification incentive bonus of $80.7 million, including payroll taxes, and an $8.5 million adjustment related to other contractual provisions. As a result, the Company recorded $89.3 million in special charges within operating expenses in the statement of operations for the six months ended June 30, 2018. During the second quarter of 2018, the Company paid $75.8 million of the ratification incentive bonus with the remainder expected to be paid during the third quarter of 2018.
During the six months ended June 30, 2017, the Company purchased one engine which was previously financed under an operating lease agreement. The purchase price of the engine was $8.1 million, comprised of a cash payment of $3.8 million and the non-cash application of maintenance reserves and security deposits held by the previous lessor of $4.3 million. The Company estimated the fair value of the engine to be $3.1 million and recorded the purchased engine at fair value within flight equipment on the condensed balance sheets. The Company determined the valuation of the engine based on a third-party appraisal considering the condition of the engine (a Level 3 measurement). The Company recognized $4.8 million as a cost of terminating the lease within special charges on the condensed statement of operations, comprised of the excess of the purchase price paid over the fair value of the engine, less other non-cash items of $0.2 million.
Special Charges, Non-Operating
During the three and six months ended June 30, 2018, the Company recorded $79.4 million and $88.6 million, respectively, in special charges, non-operating within other (income) expense in the statement of operations. During the first quarter of 2018, the Company entered into an aircraft purchase agreement for the purchase of 14 A319 aircraft previously operated under operating leases by the Company. The aggregate gross purchase price for the 14 aircraft was $285.0 million, and the price for each aircraft at the time of the sale was comprised of a cash payment net of the amount of maintenance reserves and security deposits for such aircraft held by the applicable lessor pursuant to the lease for such aircraft. The contract was deemed a lease modification which resulted in a change of classification from operating leases to capital leases for the 14 aircraft. During the first quarter of 2018, the capital lease assets were recorded at the fair value of the aircraft within flight equipment on the condensed balance sheets. During the second quarter of 2018, the purchase of the 14 aircraft was completed and the obligation was accreted up to the net cash payment price with interest charges recognized in special charges, non-operating in the statement of operations. The Company determined the valuation of the aircraft based on third-party appraisals considering the condition of the aircraft (a Level 3 measurement).
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (in thousands, except per share amounts) |
Numerator | | | | | | | |
Net income (loss) | $ | 11,254 |
| | $ | 77,241 |
| | $ | (33,668 | ) | | $ | 108,502 |
|
Denominator | | | | | | | |
Weighted-average shares outstanding, basic | 68,251 |
| | 69,370 |
| | 68,237 |
| | 69,359 |
|
Effect of dilutive stock awards | 59 |
| | 191 |
| | — |
| | 217 |
|
Adjusted weighted-average shares outstanding, diluted | 68,310 |
| | 69,561 |
| | 68,237 |
| | 69,576 |
|
Net income (loss) per share | | | | | | | |
Basic earnings (loss) per common share | $ | 0.16 |
| | $ | 1.11 |
| | $ | (0.49 | ) | | $ | 1.56 |
|
Diluted earnings (loss) per common share | $ | 0.16 |
| | $ | 1.11 |
| | $ | (0.49 | ) | | $ | 1.56 |
|
| | | | | | | |
Anti-dilutive weighted-average shares | 248 |
|
| 17 |
| | 264 |
| | 52 |
|
Notes to Condensed Financial Statements—(Continued)
| |
7. | Short-term Investment Securities |
The Company's short-term investment securities consist of available-for-sale asset-backed securities with contractual maturities of twelve months or less. These securities are stated at fair value within current assets on the Company's condensed balance sheets. Realized gains and losses on sales of investments, if any, are reflected in non-operating income (expense) in the condensed statements of operations.
As of June 30, 2018 and December 31, 2017, the Company had $101.7 million and $100.9 million in short-term available-for-sale investment securities, respectively. During the six months ended June 30, 2018, these investments earned interest income at a weighted-average fixed rate of approximately 1.4%. For the three and six months ended June 30, 2018, an unrealized gain of $101 thousand and an unrealized gain of $78 thousand, net of deferred taxes of $33 thousand and $26 thousand, respectively, was recorded within accumulated other comprehensive income/(loss) ("AOCI") related to these investment securities. For the three and six months ended June 30, 2017, an unrealized loss of $11 thousand and $24 thousand, net of deferred taxes of $6 thousand and $14 thousand, respectively, was recorded within AOCI related to these investment securities. The Company has not recognized any realized gains or losses related to these securities as the Company has not transacted any sale of these securities. As of June 30, 2018 and December 31, 2017, $27 thousand and $105 thousand, net of tax, respectively, remained in AOCI, related to these instruments.
Other current liabilities as of June 30, 2018 and December 31, 2017 consist of the following:
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| (in thousands) |
Federal excise and other passenger taxes and fees payable | $ | 78,393 |
| | $ | 42,036 |
|
Salaries and wages | 77,363 |
| | 54,338 |
|
Airport obligations | 59,981 |
| | 56,299 |
|
Aircraft maintenance | 44,065 |
| | 33,033 |
|
Fuel | 24,543 |
| | 25,171 |
|
Interest payable | 19,620 |
| | 11,384 |
|
Aircraft and facility lease obligations | 14,020 |
| | 16,992 |
|
Other | 28,422 |
| | 23,117 |
|
Other current liabilities | $ | 346,407 |
| | $ | 262,370 |
|
| |
9. | Financial Instruments and Risk Management |
As part of the Company’s risk management program, the Company from time to time uses a variety of financial instruments to reduce its exposure to fluctuations in the price of jet fuel and interest rates. The Company does not hold or issue derivative financial instruments for trading purposes.
The Company is exposed to credit losses in the event of nonperformance by counterparties to these financial instruments. The Company periodically reviews and seeks to mitigate exposure to the financial deterioration and nonperformance of any counterparty by monitoring the absolute exposure levels, each counterparty's credit ratings and the historical performance of the counterparties relating to hedge transactions. The credit exposure related to these financial instruments is limited to the fair value of contracts in a net receivable position at the reporting date. The Company also maintains security agreements that require the Company to post collateral if the value of selected instruments falls below specified mark-to-market thresholds. The Company records financial derivative instruments at fair value, which includes an evaluation of each counterparty's credit risk. As of June 30, 2018, the Company did not hold any derivatives with requirements to post collateral.
Fuel Derivative Instruments
From time to time, the Company may enter into fuel derivative contracts in order to mitigate the risk of future volatility in fuel prices. The Company's fuel derivative contracts, if any, generally consist of United States Gulf Coast jet fuel swaps ("jet fuel swaps") and United States Gulf Coast jet fuel options ("jet fuel options"). Both jet fuel swaps and jet fuel options are used at times to protect the refining price risk between the price of crude oil and the price of refined jet fuel, and to manage the risk of increasing fuel prices. Fair value of the instruments is determined using standard option valuation models.
Notes to Condensed Financial Statements—(Continued)
The Company accounts for any fuel derivative contracts at fair value and recognizes them in the balance sheet in prepaid expenses and other current assets or other current liabilities. The Company did not enter into any fuel derivative instruments during the six months ended June 30, 2018 and 2017 and did not have any outstanding fuel derivatives as of June 30, 2018 and December 31, 2017. Historically, the Company has not elected hedge accounting on any fuel derivative instruments entered into and, as a result, changes in the fair value of fuel derivative contracts, if any, were recorded in aircraft fuel expense.
Interest Rate Swaps
From time to time, the Company may enter into interest rate swaps to fix the benchmark interest rate component of interest payments or for other reasons. These instruments limit the Company's exposure to changes in the benchmark interest rate in the period from the trade date through the date of maturity. Interest rate swaps may be designated as cash flow hedges. The Company generally accounts for interest rate swaps at fair value and recognizes them in the balance sheet in prepaid expenses and other current assets or other current liabilities with changes in fair value recorded within AOCI. As of June 30, 2018 and December 31, 2017, the Company did not have any outstanding interest rate swaps.
Realized gains and losses from cash flow hedges are recorded in the statement of cash flows as a component of cash flows from operating activities. Subsequent to the issuance of each debt instrument, amounts remaining in AOCI are amortized over the life of the fixed-rate debt instrument. During the six months ended June 30, 2018 and 2017, there were no unrealized gains or losses recorded within AOCI related to these instruments as they settled in 2015. For the three and six months ended June 30, 2018, the Company reclassified interest rate swap losses of $61 thousand and $120 thousand, net of tax of $18 thousand and $39 thousand, respectively, into earnings. For the three and six months ended June 30, 2017, the Company reclassified interest rate swap losses of $53 thousand and $107 thousand, net of tax of $31 thousand and $62 thousand, respectively, into earnings. As of June 30, 2018 and December 31, 2017, $1.2 million and $1.4 million, net of tax, respectively, remained in AOCI, related to these instruments.
| |
10. | Commitments and Contingencies |
Aircraft-Related Commitments and Financing Arrangements
The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers. During the first quarter of 2018, the Company negotiated revisions to its A320 aircraft order. The Company originally had 14 A320neo aircraft scheduled for delivery in 2019. Pursuant to the revisions, 5 of the 14 scheduled A320neo aircraft were converted to A320ceo aircraft and are scheduled to be delivered in 2018 and 2019. As of June 30, 2018, the Company's aircraft orders consisted of the following:
|
| | | | | | |
| | Airbus | |
| | A320ceo | | A320neo | | Total |
remainder of 2018 | | 7 | |
| | 7 |
2019 | | 2 | | 9 | | 11 |
2020 | |
| | 16 | | 16 |
2021 | |
| | 18 | | 18 |
| | 9 | | 43 | | 52 |
On March 28, 2018, the Company entered into an aircraft purchase agreement for the purchase of 14 A319 aircraft, which were previously financed under operating lease agreements. The contract was deemed a lease modification which resulted in a change of classification from operating leases to capital leases for the 14 aircraft. As a result, the Company recorded a short-term capital lease asset of $236.7 million within flight equipment and a short-term capital lease obligation of $143.8 million, net of the related maintenance reserves and security deposits, within current maturities of long-term debt and capital leases on the condensed balance sheet as of March 31, 2018. The purchase of all 14 aircraft was completed as of June 30, 2018 for an aggregate gross purchase price of $285.0 million, which was comprised of cash payments, net of the application of cash maintenance and security deposits held by the previous lessor. For additional information, refer to Note 5, Special Charges.
During the first quarter of 2018, the Company entered into an agreement to purchase six new engines. As of June 30, 2018, the Company had purchased four of the six new engines, unencumbered. In addition, the Company sold 5 used engines for $9.5 million at a loss of $4.4 million which is recorded within loss on disposal of assets in the statement of operations. The
Notes to Condensed Financial Statements—(Continued)
Company also has two spare engine orders for V2500 SelectTwo engines with International Aero Engines ("IAE") and nine spare engine orders for PurePower PW1100G-JM engines with Pratt & Whitney. Spare engines are scheduled for delivery from 2018 through 2023. Purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and pre-delivery payments, are expected to be $345.6 million for the remainder of remainder of 2018, $600.7 million in 2019, $821.6 million in 2020, $785.1 million in 2021, $16.8 million in 2022, and $7.9 million in 2023 and beyond. As of June 30, 2018, the Company had secured debt financing commitments of $117.0 million for 3 aircraft, scheduled for delivery in the remainder of 2018, and did not have financing commitments in place for the remaining 49 Airbus aircraft currently on firm order, which are scheduled for delivery in 2018 through 2021.
Interest commitments related to the secured debt financing of 53 delivered aircraft as of June 30, 2018 are $40.3 million for the remainder of 2018, $73.4 million in 2019, $67.0 million in 2020, $60.7 million in 2021, $54.4 million in 2022, and $170.8 million