HAWAIIAN HOLDINGS INC - Quarter Report: 2010 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2010

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from       to       

 

Commission file number 1-31443

 

HAWAIIAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

(808) 835-3700

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the past 12 months (or for such shorter period that the registrant was required to submit and post such files).  o Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes x No

 

As of July 21, 2010, 51,407,742 shares of the registrant’s common stock were outstanding.

 

 

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Hawaiian Holdings, Inc.

Form 10-Q

Quarterly Period ended June 30, 2010

 

Table of Contents

 

Part I.	Financial Information	3
Item 1.	Financial Statements of Hawaiian Holdings, Inc. (Unaudited)	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009	3
	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	23
Part II.	Other Information	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	25

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1.                    FINANCIAL STATEMENTS.

 

Hawaiian Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2010			2009			2010			2009
		(unaudited)
Operating Revenue:
Passenger		$	277,706		$	256,643		$	541,103		$	510,784
Cargo		20,584			15,148			38,855			30,057
Other		17,599			20,213			34,307			39,787
Total		315,889			292,004			614,265			580,628
Operating Expenses:
Aircraft fuel, including taxes and oil		78,610			54,661			148,916			104,860
Wages and benefits		73,181			66,772			146,080			134,237
Aircraft rent		27,128			28,083			51,242			52,234
Maintenance materials and repairs		29,544			28,201			65,413			56,980
Aircraft and passenger servicing		14,007			14,610			28,193			29,230
Commissions and other selling		17,122			16,266			39,790			33,715
Depreciation and amortization		14,397			13,054			28,384			25,777
Other rentals and landing fees		13,262			13,759			26,382			26,253
Other		24,640			24,895			50,289			49,693
Total		291,891			260,301			584,689			512,979
Operating Income		23,998			31,703			29,576			67,649
Nonoperating Income (Expense):
Interest and amortization of debt discounts and issuance costs		(4,972		)	(4,770		)	(9,975		)	(10,020		)
Interest income		1,916			1,743			2,738			2,463
Unrealized loss on securities		—			1,671			—			1,671
(Losses) gains on fuel derivatives		(4,845		)	6,510			(5,472		)	5,123
Other, net		(186		)	438			(587		)	50
Total		(8,087		)	5,592			(13,296		)	(713		)
Income Before Income Taxes		15,911			37,295			16,280			66,936
Income tax expense		6,918			9,802			7,071			15,909
Net Income		$	8,993		$	27,493		$	9,209		$	51,027
Net Income Per Common Stock Share:
Basic		$	0.17		$	0.53		$	0.18		$	0.99
Diluted		$	0.17		$	0.53		$	0.17		$	0.98

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

Consolidated Balance Sheets

(in thousands)

 

		June 30,			December 31,
		2010			2009
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	276,235		$	300,738
Restricted cash		36,555			25,731
Short-term investments		38,096			1,040
Total cash, restricted cash and short-term investments		350,886			327,509
Accounts receivable, net of allowance for doubtful accounts of $861 as of June 30, 2010 and $693 as of December 31, 2009		43,664			50,156
Spare parts and supplies, net		17,129			18,282
Deferred tax assets, net		20,917			20,917
Prepaid expenses and other		23,147			24,796
Total		455,743			441,660
Property and equipment, less accumulated depreciation and amortization of $128,120 as of June 30, 2010 and $108,548 as of December 31, 2009		352,752			318,884
Other Assets:
Long-term prepayments and other		32,589			35,469
Long-term investments		24,941			29,921
Deferred tax assets, net		4,083			4,083
Intangible assets, net of accumulated amortization of $119,204 as of June 30, 2010 and $107,464 as of December 31, 2009		80,467			92,206
Goodwill		106,663			106,663
Total Assets		$	1,057,238		$	1,028,886
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	48,767		$	49,509
Air traffic liability		275,755			210,948
Other accrued liabilities		62,467			61,349
Current maturities of long-term debt and capital lease obligations		99,621			62,438
Total		486,610			384,244
Long-Term Debt and Capital Lease Obligations		124,362			190,335
Other Liabilities and Deferred Credits:
Accumulated pension and other postretirement benefit obligations		213,904			231,000
Other liabilities and deferred credits		47,790			47,218
Total		261,694			278,218
Commitments and Contingent Liabilities
Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at June 30, 2010 and December 31, 2009		—			—
Common stock, $0.01 par value per share, 51,966,351 shares issued and 51,764,700 shares outstanding as of June 30, 2010; 51,680,904 shares issued and 51,479,253 outstanding as of December 31, 2009		519			516
Capital in excess of par value		241,435			240,608
Treasury stock, 201,651, at cost, at June 30, 2010 and December 31, 2009		(754		)	(754		)
Accumulated deficit		(23,615		)	(32,824		)
Accumulated other comprehensive loss		(33,013		)	(31,457		)
Total		184,572			176,089
Total Liabilities and Shareholders’ Equity		$	1,057,238		$	1,028,886

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

		Six Months Ended
		June 30,
		2010			2009
		(unaudited)
Net cash provided by Operating Activities		$	75,940		$	74,184
Cash flows from Investing Activities:
Additions to property and equipment, including pre-delivery payments		(53,777		)	(10,960		)
Purchases of short-term investments		(76,487		)	(41,056		)
Sales of short-term investments		43,506			977
Net cash used in investing activities		(86,758		)	(51,039		)
Cash flows from Financing Activities:
Forward sale of miles		—			24,086
Proceeds from exercise of stock options		167			81
Treasury stock repurchase		—			(754		)
Repayments of short and long-term debt and capital lease obligations		(13,852		)	(13,198		)
Net cash provided by (used in) financing activities		(13,685		)	10,215
Net increase (decrease) in cash and cash equivalents		(24,503		)	33,360
Cash and cash equivalents - Beginning of Period		300,738			203,872
Cash and cash equivalents - End of Period		$	276,235		$	237,232

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

 

Notes to Consolidated Financial Statements (Unaudited)

 

1. Summary of Significant Accounting Policies

 

Business and Basis of Presentation

 

The accompanying unaudited financial statements of Hawaiian Holdings, Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC).  Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented.  Due to seasonal fluctuations common to the airline industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 

Frequent flyer program

 

HawaiianMiles, the Company’s frequent flyer travel award program provides a variety of awards to program members based on accumulated mileage. The Company utilizes the incremental cost method of accounting for free travel awards issued from the HawaiianMiles program.  The Company records a liability for the estimated incremental cost of providing travel awards that are expected to be redeemed on Hawaiian Airlines, Inc. or the contractual rate of expected redemption on partner airlines.  The Company estimates the incremental cost of travel awards based on periodic studies of actual costs and applies these cost estimates to all issued miles, less an appropriate breakage factor for estimated miles that will not be redeemed.  Incremental cost includes the costs of fuel, meals and beverages, insurance and certain other passenger traffic-related costs, but does not include any costs for aircraft ownership and maintenance.  The breakage factor is estimated based on an analysis of historical data on actual expirations.

 

During the quarter ended March 31, 2010, the Company changed its estimate used to compute the fuel component of the incremental cost of providing travel awards to a 12-month forward average price to better reflect the anticipated cost of fuel in the calculation.  Prior to this change, the cost of fuel was calculated based on an average of the 12-month historical cost and 12-month forward price.  The impact of recording this change in estimate for the three and six months ended June 30, 2010 was a decrease to expenses of $0.6 million and an increase to expenses of $0.5 million, respectively.

 

Recently issued accounting pronouncements

 

In October 2009, the Emerging Issues Task Force of the Financial Accounting Standards Board (FASB), or EITF, reached a final consensus on Issue 08-01, Revenue Arrangements with Multiple Deliverables, which will update Accounting Standards Codification (ASC) Topic 605, Revenue Recognition, and changes the accounting for certain revenue arrangements.  The new requirements change the allocation methods used in determining how to account for multiple payment streams and will result in the ability to separately account for more deliverables, and potentially less revenue deferrals.  Additionally, Issue 08-01 will require enhanced disclosures in the financial statements.  This accounting standard is effective for new revenue arrangements entered into by the Company after January 1, 2011.  The Company is currently evaluating the requirements of this pronouncement and the potential impact that this standard will have on its consolidated financial statements.

 

2. Earnings Per Share

 

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  Diluted earnings per share uses the treasury stock method for in-the-money stock options, warrants and restricted stock.

 

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		Three Months ended June 30,						Six Months ended June 30,
		2010			2009			2010			2009
		(in thousands, except for per share data)
Denominator:
Weighted average common stock shares outstanding - Basic		51,941			51,435			51,901			51,584
Assumed exercise of stock awards and warrants		1,199			420			1,286			236
Weighted average common stock shares outstanding - Diluted		53,140			51,855			53,187			51,820
Net income per common stock share:
Basic		$	0.17		$	0.53		$	0.18		$	0.99
Diluted		$	0.17		$	0.53		$	0.17		$	0.98

 

The table below approximates those shares excluded from the computation of diluted earnings per share because the awards were antidilutive.

 

		Three Months ended June 30,				Six Months ended June 30,
		2010		2009		2010		2009
		(in thousands)
Stock options		67		1,233		107		1,953
Restricted stock		284		—		143		—
Warrants (1)		5,974		5,974		2,987		5,974

 

(1)           Substantially all of the warrants expired unexercised on June 1, 2010.

 

3.  Fair Value Measurements

 

ASC Topic 820, “Fair Value Measurements” (ASC 820) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and

 

Level 3 — Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

 

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The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 and December 31, 2009:

 

		Fair Value Measurements as of June 30, 2010
		Total			Level 1			Level 2			Level 3
		(in thousands)
Cash equivalents		$	253,741		$	223,001		$	30,740		$	—
Short-term investments:
U.S. treasury bills		33,000			33,000			—			—
U.S. government-sponsored enterprise notes		1,021			—			1,021			—
Auction rate securities		4,075			—			—			4,075
Fuel derivative contracts*:
Crude oil caps		368			—			368			—
Crude oil collars		67			—			67			—
Long term investments
Auction rate securities		24,941			—			—			24,941
Total assets measured at fair value		$	317,213		$	256,001		$	32,196		$	29,016
Fuel derivative contracts*
Crude oil collars		2,127			—			2,127			—
Total liabilities measured at fair value		$	2,127		$	—		$	2,127		$	—

 

* As of June 30, 2010, the net fuel derivative contract liabilities are reported in Other accrued liabilities in the unaudited Consolidated Balance Sheets.

 

		Fair Value Measurements as of December 31, 2009
		Total			Level 1			Level 2			Level 3
		(in thousands)
Cash equivalents		$	290,593		$	290,593		$	—		$	—
Short-term investments:
U.S. government-sponsored enterprise notes		1,040			—			1,040			—
Fuel derivative contracts, net*:
Crude oil caps		2,503			—			2,503			—
Crude oil collars		1,061			—			1,061			—
Long-term investments		29,921			—			—			29,921
Total assets measured at fair value		$	325,118		$	290,593		$	4,604		$	29,921

 

* As of December 31, 2009, the net fuel derivative contract assets are reported in Prepaid expenses and other assets in the unaudited Consolidated Balance Sheets.

 

Cash equivalents and Short-term investments.  The Company’s cash equivalents, which consist of money market securities that are considered to be highly liquid and easily tradable, are classified as Level 1 investments and U.S. government sponsored enterprise notes with contractual maturities less than 90 days are classified as Level 2 investments.  The Company’s short-term investments consist of U.S. treasury bills and U.S. government-sponsored enterprise notes with contractual maturities less than twelve months are classified as Level 1 and Level 2 investments, respectively.  The cash equivalents and U.S. treasury bills are valued using inputs observable in active markets for identical securities.  The fair value of the U.S. government-sponsored enterprise notes is valued using inputs observable in active markets for similar securities.  The short-term investments classified as Level 3 relate to the portion of the Company’s investments in auction rate securities, which are due to be repaid within the next 12 months as mandatory redemption.  See below for further discussion on the valuation of the auction rate securities.

 

Long-term investments.  At June 30, 2010, the Company held auction rate security tax-exempt bond investments at a par value of $32.3 million and a fair value of $29.0 million. The contractual maturities for the tax-exempt bonds underlying these auction rate securities are approximately 15 years with an interest rate that resets every seven days and is currently equal to 1.75 times the seven-day London Interbank Bank Offered Rate (LIBOR) plus a spread based on the current credit rating of the bonds. Typically, the fair value of auction rate security investments approximates par value due to the frequent interest rate resets and liquidation opportunities offered by the auction process. However, starting in the first quarter of 2008, the auction events for these instruments experienced failures and continued to fail through the second quarter of 2010. While the Company continued to earn interest on its auction rate security investments at the maximum contractual rate, these investments are not auctioning and, therefore, do not have a readily determinable market value.

 

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The Company used a discounted cash flow model to determine the estimated fair value of its investment in auction rate securities which is included in Short-term and Long-term investments in the fair value measurements tables above.  The assumptions used in preparing the discounted cash flow model include estimates for interest rates, including an illiquidity discount, timing and amount of cash flows, and a duration estimate for the underlying tax-exempt bonds.  The Company used a 4.5% discount rate based on the credit quality of similar investments and their related insurance enhancements.  Additionally, an illiquidity discount of 2% is added to the base discount rate to incorporate the illiquidity present in the market for these securities.

 

On July 1, 2010, the Company received a sinking fund redemption payment of $4.1 million.  As a result of this transaction, the Company classified $4.1 million of the auction rate securities as short-term investments as of June 30, 2010.  In addition, during July 2010, the Company entered into an agreement to sell its remaining auction rate securities.  As a result, the Company expects to record a pre-tax gain of approximately $1 million during the third quarter of 2010.

 

The reconciliation of the Company’s assets measured at fair value on a recurring basis using unobservable inputs (Level 3) for the three and six months ended June 30, 2010 is as follows:

 

Three months ended June 30, 2010		Auction rate securities (Level 3)
		(in thousands)
Balance as of March 31, 2010		$	29,218
Accretion of discount		419
Unrealized net losses:
Included in other comprehensive income		(621		)
Balance as of June 30, 2010		$	29,016
Less: Amounts classified as short-term investments		(4,075		)
Long-term investments as of June 30, 2010		$	24,941

 

Six months ended June 30, 2010		Auction rate securities (Level 3)
		(in thousands)
Balance as of December 31, 2009		$	29,921
Accretion of discount		844
Unrealized net losses:
Included in other comprehensive income		(1,749		)
Balance as of June 30, 2010		$	29,016
Less: Amounts classified as short-term investments		(4,075		)
Long-term investments as of June 30, 2010		$	24,941

 

Fuel derivative contracts.  The Company’s fuel derivative contracts consist of crude oil caps (or call options) and synthetic collars (a combination of call options and put options of crude oil and/or heating oil) which are not traded on a public exchange. The fair value of these instruments is determined based on inputs available from public markets; therefore, they are classified as Level 2 in the fair value hierarchy.

 

Goodwill and intangible assets.  The Company performs its annual assessment of impairment on goodwill and intangible assets under the framework of ASC 820 on each October 1st.  Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables.  At June 30, 2010 there were no indicators of impairment that would have required an updated assessment of recorded values.

 

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4.  Financial Instruments and Risk Management

 

Financial Instruments

 

All investments are classified as available-for-sale and stated at fair value.  Investments as of June 30, 2010 and December 31, 2009 recorded at fair value consisted of:

 

		June 30, 2010			December 31, 2009
		(in thousands)
Auction rate securities		$	29,016		$	29,921
U.S. government-sponsored enterprise notes		1,021			1,040
U.S. treasury bills		33,000			—
		$	63,037		$	30,961

 

Gross unrealized gains and losses for all U.S. government-sponsored enterprise notes and U.S. treasury bills were not material.

The table below shows the fair value of the auction rate securities and the location of the unrealized losses as of June 30, 2010:

 

		As of June 30, 2010
		Par Value			Amortized Cost			Fair Value			Unrealized Losses Recorded in AOCI
		(in thousands)
Auction rate securities		$	32,300		$	29,579		$	29,016		$	(563	)

 

The gross unrealized losses for the auction rate securities were outstanding less than 12 months as of June 30, 2010.

 

The fair value of the Company’s debt (excluding obligations under capital leases) with a carrying value of $180.1 million and $208.4 million at June 30, 2010 and December 31, 2009, respectively, was approximately $165.7 million and $191.4 million. These estimates were based on the discounted amount of future cash flows using the Company’s estimated current incremental rate of borrowing as comparable market prices were not available.

 

The carrying amounts of cash and cash equivalents, restricted cash, other receivables and accounts payable approximate their fair value due to their short-term nature.

 

Fuel Risk Management

 

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel.  To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically enters into derivative financial instruments such as crude oil caps (or call options) and collars (a combination of call options and put options).  During the three and six months ended June 30, 2010, the Company primarily used crude oil caps (call options) and collars (combinations of call options and put options) to hedge its aircraft fuel expense.  As of June 30, 2010, the Company had outstanding fuel derivative contracts covering 43 million gallons of jet fuel that will be settled over the next 12 months.  These derivative instruments were not designated as hedges under ASC Topic 815, “Derivatives and Hedging” (ASC 815) for hedge accounting treatment.  As a result, any changes in fair value of these derivative instruments are adjusted through other nonoperating (income) expense in the period of change.

 

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The following table shows the amount and location of realized and unrealized gains and losses that were recognized during the three and six months ended June 30, 2010 and 2009, where those gains and losses were recorded in the unaudited Consolidated Statements of Operations.

 

Derivatives Not Designated as Hedging Instruments		Three months ended June 30,						Six months ended June 30,
Under ASC 815		2010			2009			2010			2009
		(in thousands)
Gains (losses) on fuel derivative recorded in Nonoperating income (expense):
Mark-to-market gains (losses) on undesignated fuel hedges:
Realized gain (losses):
Gains (losses) realized at settlement		$	(1,224	)	$	(213	)	(1,985		)	$	(11,177	)
Reversal of prior period unrealized amounts		224			3,192			(262		)	11,293
Unrealized gains (losses) on contracts that will settle in future periods		(3,845		)	3,531			(3,225		)	5,007
Gains (losses) on fuel derivatives recorded as Nonoperating income (expense)		$	(4,845	)	$	6,510		$	(5,472	)	$	5,123

 

ASC 815 requires a reporting entity to elect a policy of whether to offset rights to reclaim cash collateral or obligations to return cash collateral against derivative assets and liabilities executed with the same counterparty, or present such amounts on a gross basis.  The Company’s accounting policy is to present its derivative assets and liabilities on a net basis including the collateral posted with the counterparty.  No cash collateral was posted with counterparties at June 30, 2010.

 

The following table presents the fair value of the asset and liability derivatives that are not designated as hedging instruments under ASC 815 as well as the location of the asset and liability balances within the unaudited Consolidated Balance Sheets.

 

Derivatives not designated as				Fair Value of Derivatives
hedging instruments under		Balance Sheet		Assets as of						Liabilities as of
ASC 815		Location		June 30, 2010			December 31, 2009			June 30, 2010			December 31, 2009
				(in thousands)
Fuel derivative contracts		Prepaid expenses and other		$	—		$	3,655		$	—		$	91
Fuel derivative contracts		Other accrued liabilities		$	435		$	—		$	2,127		$	—

 

As of June 30, 2010 and December 31, 2009, there were no fuel derivative contracts designated as cash flow hedges.

 

5.  Debt

 

Common Stock Warrants

 

On June 1, 2005, the Company entered into a Note Purchase Agreement with RC Aviation LLC (RC Aviation) pursuant to which RC Aviation and its members purchased from the Company, Series A Subordinated Convertible Notes due June 1, 2010 and Series B Subordinated Convertible Notes due June 1, 2010 (collectively, the Notes), in the aggregate principal amount of $60 million.  In connection with the issuance of the Notes, on June 2, 2005, RC Aviation received a warrant to purchase shares of the Company’s newly designed Series E Preferred Stock (RC Aviation Warrant I).  On July 8, 2005, the RC Aviation Warrant I was automatically exchanged for a warrant to purchase up to 10% of the diluted shares of the Company’s common stock (6,855,685 shares) at an exercise price of $7.20 per share, subject to adjustment as provided therein (RC Aviation Warrant II).  The Company repurchased an aggregate of approximately $5.0 million, $1.9 million and $0.8 million in principal amount of the Notes at their face amount, plus accrued interest, on October 19, 2005, November 23, 2005 and November 25, 2005, respectively, and a corresponding portion of the RC Aviation Warrant II.  After giving effect to the RC Aviation Warrant II repurchases in connection with the Note repurchases, the RC Aviation Warrant II was exercisable for 5,973,384 shares of the Company’s common stock.  In May 2006, RC Aviation distributed the RC Aviation Warrant II to its members (as distributed, the Common Stock Warrants).  All unexercised Common Stock Warrants, exercisable for an aggregate of 5,972,384 shares of the Company’s common stock, expired on June 1, 2010.

 

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Other

 

During 2009, the Company reached an agreement with its co-branded credit card partner to extend its co-branded credit card agreement and recorded an advance purchase of mileage credits as debt. During the six months ended June 30, 2010, the Company settled approximately $16 million of its outstanding debt balance in a non-cash transaction by issuance of HawaiianMiles to the co-branded credit card partner.  As of June 30, 2010, the remaining outstanding debt balance is $3.6 million.

 

Term B Credit Facility

 

Hawaiian, as borrower, has a credit agreement with the Company, as grantor, the lender’s name therein and Canyon Capital Advisors, LLC, as agent for the lenders (the Term B Credit Facility).  During the six months ended June 30, 2010, the Term B Credit Facility’s outstanding debt balance of $57.7 million became current.

 

6. Employee Benefit Plans

 

The components of net periodic benefit cost for the Company’s defined benefit and other postretirement plans for the three and six months ended June 30, 2010 and 2009 included the following:

 

Components of Net Periodic		Three months ended June 30,						Six months ended June 30,
Benefit Cost		2010			2009			2010			2009
		(in thousands)
Service cost		$	2,350		$	1,827		$	4,699		$	3,654
Interest cost		6,326			5,966			12,652			11,932
Expected return on plan assets		(4,156		)	(3,129		)	(8,313		)	(6,258		)
Recognized net actuarial loss		102			93			205			186
Net periodic benefit cost		$	4,622		$	4,757		$	9,243		$	9,514

 

The Company made contributions of $14.4 million and $25.3 million during the three and six months ended June 30, 2010, respectively, to its defined benefit pension and disability plans and expects to make contributions in the amount of $11.3 million during the remainder of 2010.

 

In March of 2010, the President signed into law comprehensive health care reform legislation under the Patient Protection and Affordable Care Act (HR 3590) and the Health Care Education and Affordability Reconciliation Act (HR 4872) and, together with HR 3590, the Acts.  The Acts contain provisions which could impact the Company’s accounting for retiree medical benefits in future periods.  However, the extent of that impact, if any, cannot be determined until regulations are promulgated under the Acts and additional interpretations of the Acts become available.  Elements of the Acts, the impact of which are currently not determinable, include the excise taxes for health insurance plans with annual premiums in excess of certain thresholds.  The Company will continue to assess the accounting implications of the Acts as related regulations and interpretations of the Acts become available.  Based on the analysis to date of the provisions in the Acts, the impact of which are reasonably determinable, re-measurement of the Company’s other postretirement plan obligations is not required at this time.  In addition, the Company may consider plan amendments in future periods that may have accounting implications.

 

7. Income Taxes

 

The Company recorded income tax expense of $6.9 million and $7.1 million for the three and six months ended June 30, 2010, respectively.  The tax expense differed from the statutory rate due to the related impact that permanent tax differences have on the Company’s full year 2010 financial projections and the impact of second quarter discrete items explained below.

 

Cash payments for federal and state income taxes were $2.5 million during the three and six months ended June 30, 2010 and $8.4 million and $23.0 million during the three and six months ended June 30, 2009, respectively.

 

The Company reviewed the impact of the Acts on its deferred tax assets.  Although the elimination of the tax advantage does not take effect until 2013 under the Acts, the Company is required to review the full accounting impact on its financial statements in the period in which the Acts are signed.  The Acts resulted in the elimination of deferred tax assets and its corresponding valuation allowance of $1.5 million during the quarter ended March 31, 2010 as a result of the changes in tax laws.  The changes in tax laws did not have any significant effect on the Company’s income tax provision during the six months ended June 30, 2010.

 

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During the quarter ended June 30, 2010, the State of Hawaii concluded its examination of the Company’s income tax returns for years 2002 through 2008.  As a result of the examination, the Company recorded a benefit to tax expense for $0.3 million for the quarter ended June 30, 2010.

 

At December 31, 2009, the Company partially released $25 million of its valuation allowance.  If the Company’s operations continue at current levels and it gains additional positive earnings history, future reversals of its valuation allowance may occur.  The Company reviews its tax valuation allowance on an annual basis or as events occur that may impact its position.

 

8. Comprehensive Income

 

The components of comprehensive income included the following:

 

		Three months ended June 30,						Six months ended June 30,
		2010			2009			2010			2009
		(in thousands)
Net income		$	8,993		$	27,493		$	9,209		$	51,027
Other comprehensive income (loss):
Change in unrealized net gains (losses) on derivative instruments and short and long-term investments		(617		)	50			(1,749		)	2,621
Amortization of net actuarial losses on employee benefit plans		90			174			193			348
Total comprehensive income		$	8,466		$	27,717		$	7,653		$	53,996

 

9. Commitments and Contingent Liabilities

 

Commitments

 

On March 3, 2010, the Company entered into an Amendment to the Airbus A330/A350XB Purchase Agreement (the Amendment).  Under the Amendment, the Company exercised its option to purchase one additional A330-200 aircraft, which is scheduled to be delivered in the second quarter of 2011.  The Company continues to retain its purchase rights with respect to five other A330-200 aircraft and six A350XWB-800 aircraft.  In addition, in an effort to optimize the utilization of its current fleet so that the termination of its Boeing 767 fleet coincides with the delivery dates of the incoming Airbus A330-200 aircraft, during the first quarter of 2010, the Company executed an amendment to extend the lease term for one of its Boeing 767 aircraft by approximately one year from September 2010 to October 2011.

 

As of June 30, 2010, the Company’s firm aircraft orders consisted of seven wide-body Airbus A330-200 aircraft, six Airbus A350XWB-800 aircraft and four Rolls Royce spare engines scheduled for delivery through 2020.  Upon induction of two new Airbus A330-200 into operations in the quarter-ended June 30, 2010, the Company began payments for a new maintenance services contract executed in first quarter of 2010.  Committed expenditures for these aircraft and related flight equipment, including pre-delivery deposits, maintenance services including fixed payments as well as variable payments based on flight hours, and commitments to its third-party service providers for reservations, IT and accounting services approximate $38 million for the remaining six months of 2010, $168 million in 2011, $215 million in 2012, $185 million in 2013 and $66 million in 2014.

 

The Company is currently evaluating its financing options to complete the purchase of these aircraft, aircraft related costs, and payment of its current debt obligations.  The Company has a $25 million revolving line of credit under its Term A facility, with no outstanding borrowings and $19.8 million available (net of various letters of credits held as reserve) as of June 30, 2010.

 

Leases

 

During the quarter ended June 30, 2010, the Company took delivery of two Airbus A330-200 aircraft under ten year operating lease agreements executed in 2008.

 

Litigation and Contingencies

 

The Company is subject to various legal proceedings arising in the normal course of its operations.  Management does not anticipate that the disposition of such proceedings will have a material effect upon the Company’s financial statements except as noted below.

 

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Los Angeles Airport Operating Terminal

 

In December 1985, Hawaiian entered into an agreement with other airlines (as amended in September 1989) for the sharing of costs, expenses and certain liabilities related to the acquisition, construction and renovation of certain passenger terminal facilities at the Los Angeles International Airport (Facilities).  Current tenants and participating members of LAX Two Corporation (the Corporation), a mutual benefit corporation, were obligated to pay their share of debt service payments related to Facilities Sublease Revenue Bonds (Bonds) issued to finance the acquisition, construction and renovation of the Facilities which totaled $111.9 million at completion.  The Corporation leases the Facilities from the Los Angeles World Airports (LAWA) under an agreement accounted for as an operating lease.  In addition, the Corporation was also obligated to make annual payments to the city of Los Angeles for charges related to its terminal ground rental.

 

In 2008, litigation between the Corporation and LAWA ensued as a result of LAWA’s attempt to defease the Bonds and terminate the Corporation’s long-term Facilities lease. A settlement was negotiated between the parties in early 2010 under which LAWA would, inter alia, pay the Corporation approximately $29 million and enter into separate leases with the Corporation’s surviving members, including the Company, in exchange for the right to defease the Bonds and terminate the Facilities lease.  On July 1, 2010, the settlement closed and the Company received its share of the settlement pay-out, approximately $9 million.

 

General Guarantees and Indemnifications

 

The Company is the lessee under certain real estate leases. It is common in such commercial lease transactions for the lessee to agree to indemnify the lessor and other related third parties for tort liabilities that arise out of or relate to lessee’s use or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to its use of the leased premises. The Company expects that it is covered by insurance (subject to deductibles) for most tort liabilities and related indemnities described above with respect to real estate that it leases.  The Company cannot estimate the potential amount of future payments, if any, under the foregoing indemnities and agreements.

 

Credit Card Holdback

 

Under its credit card processing agreements, certain proceeds from advance ticket sales are held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur.  These holdbacks, which are included in restricted cash in the Company’s unaudited Consolidated Balance Sheets, totaled $36.6 million at June 30, 2010.  The funds are interest-bearing and are subsequently made available to the Company when air travel is provided.  The agreement with its largest credit card processor also contains financial triggers which are based on, among other things, the amount of unrestricted cash and short-term investments, the level of debt service coverage and operating income measured on a quarterly basis.  Under the terms of the credit card agreement, the level of credit card holdback is subject to adjustment based on actual performance relative to specific financial triggers.

 

As of June 30, 2010, the holdback was 25% of the applicable credit card air traffic liability.  Depending on the Company’s performance relative to these financial triggers in the future, the holdback could increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash.  If the Company is unable to obtain a waiver of, or otherwise mitigate the increase in restriction of cash, it could also cause a covenant violation under other debt or lease obligations and have a material adverse impact on the Company.

 

Effective July 1, 2010 the Company amended its agreement with its largest credit card processor.  As a result of this amendment and the Company’s performance relative to the applicable financial triggers, the Company expects its credit card holdback with its largest processor to decrease in subsequent periods.  As discussed above, the level of the Company’s holdback is subject to change as a result of future financial performance relative to the contractual triggers.

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance.  Such forward-looking statements include, without limitation: any expectations of operating expenses, deferred revenue, interest rates, income taxes, deferred tax assets, valuation allowance or other financial items; statements regarding factors that may affect our operating results; estimates of fair value measurements; statements related to aircraft maintenance and repair costs and deposits and

 

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timing of maintenance activities; statements related to cash flow from operations and seasonality; estimates of required funding of and contributions to our defined benefit pension and disability plan; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; statements regarding the availability of fuel; statements regarding our wages and benefits and labor costs and agreements; statements regarding training and transition costs and productivity improvements; statements regarding costs of compliance with regulations promulgated by the FAA and other regulatory agencies; statements related to airport rent rates and landing fees at airports in Hawaii; statements regarding aircraft rent expense; statements regarding our total capacity; statements regarding compliance with potential environmental regulations; potential dilution of our securities; statements regarding cost liability and deferred revenue estimates related to the frequent flyer program; statements related to our hedging program; statements concerning the impact of, and changes to, accounting principles, policies and estimates; statements regarding our tax valuation allowance; statements related to markets for and interest earned on auction rate securities; statements regarding credit card holdback; statements regarding the availability of financing; statements regarding our capital expenditures; potential violations under the Company’s debt or lease obligations; statements regarding our ability to comply with covenants under our financing arrangements; statements related to risk management, credit risks and air traffic liability; statements related to future U.S. and global economic conditions or performance; statements related to changes in our fleet plan and related cash outlays; statements related to expected delivery of new aircraft; statements related to potential route expansion; statements related to the effects of any litigation on our operations or business; and statements as to other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing.  Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “estimates,” variations of such words, and similar expressions are also intended to identify such forward-looking statements.  These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environment, all of which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

 

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements also include the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements, including our Annual Report on Form 10-K for the year ended December 31, 2009.  All forward-looking statements included in this document are based on information available to us as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this quarterly report.  The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

 

Overview

 

Our Company

 

Hawaiian Holdings, Inc. (the “Company,” “Holdings,” “we,” “us” and “our”) is a holding company incorporated in the State of Delaware. The Company’s primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. (“Hawaiian”).  Hawaiian was originally incorporated in January 1929 under the laws of the Territory of Hawaii and became the Company’s indirect wholly-owned subsidiary pursuant to a corporate restructuring that was consummated in August 2002.  Hawaiian became a Delaware corporation and the Company’s direct wholly-owned subsidiary concurrent with its reorganization and reacquisition by the Company in June 2005.

 

Hawaiian is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the interisland routes), between the Hawaiian Islands and certain cities in the Western United States (the transpacific routes), and between the Hawaiian Islands and the South Pacific, Australia and Asia (the South Pacific/Australia/Asia routes), collectively referred to as our Scheduled Operations.  In addition, Hawaiian also operates various charter flights.  Hawaiian is the largest airline headquartered in Hawaii and the thirteenth largest domestic airline in the United States based on revenue passenger miles reported by the Research and Innovative Technology Administration Bureau of Transportation Services as of March 31, 2010.  At June 30, 2010, Hawaiian’s operating fleet consisted of 15 Boeing 717-200 aircraft for its interisland routes, 18 Boeing 767-300 aircraft for its transpacific, South Pacific/Australia/Asia and charter routes and two Airbus A330-200 aircraft for its transpacific routes.  Based in Honolulu, Hawaiian had approximately 3,940 active employees as of June 30, 2010.

 

General information about us is available at http://www.hawaiianair.com/about.  Information contained on our website is not incorporated by reference into, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless expressly noted.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

 

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Second Quarter Highlights

 

·                  Took delivery of two wide-body Airbus A330-200 aircraft in the 2nd quarter 2010 which began service of daily flights between Honolulu and Los Angeles in June.

 

·                  Received approval from the U.S. Department of Transportation for one daily nonstop flight between Honolulu and Tokyo’s Haneda Airport starting in late October 2010.

 

·                  Announced a new international route between Honolulu and Korea’s Seoul-Incheon International Airport with non-stop service four times weekly beginning in January 2011.

 

·                  Expanded Hawaiian’s code-sharing agreement with Korean Air.

 

·                  Added flights between Maui and Oakland and Maui and San Diego for the peak summer travel.

 

·                  Announced new non-stop service between Maui and Las Vegas twice weekly beginning in October 2010.

 

·                  Recognized as the nation’s #1 carrier for on-time performance and fewest flight cancellations by the U.S. Department of Transportation’s Air Travel Consumer Report for April and May 2010.

 

Results of Operations

 

Statistical Data (unaudited)

 

		Three Months ended June 30,						Six Months ended June 30,
		2010			2009			2010			2009
		(in thousands, except as otherwise indicated)
Scheduled Operations:
Revenue passengers flown		2,075			2,079			4,074			4,074
Revenue passenger miles (RPM)		2,107,873			2,051,342			4,027,535			4,010,893
Available seat miles (ASM)		2,462,720			2,434,877			4,760,187			4,826,750
Passenger revenue per ASM (PRASM)		11.28		¢	10.54		¢	11.37		¢	10.58		¢
Passenger load factor (RPM/ASM)		85.6		%	84.2		%	84.6		%	83.1		%
Passenger revenue per RPM (Yield)		13.17		¢	12.51		¢	13.44		¢	12.73		¢
Total Operations:
Operating revenue per ASM		12.83		¢	11.99		¢	12.90		¢	12.03		¢
Operating cost per ASM (CASM)		11.85		¢	10.69		¢	12.28		¢	10.63		¢
Aircraft fuel expense per ASM		3.19		¢	2.24		¢	3.13		¢	2.17		¢
Revenue passengers flown		2,076			2,081			4,075			4,076
Revenue block hours operated (actual)		27,674			28,057			54,118			55,694
RPM		2,107,914			2,051,648			4,027,576			4,011,733
ASM		2,462,762			2,435,191			4,760,229			4,827,744
Gallons of jet fuel consumed		34,296			34,307			66,810			68,125
Average cost per gallon of jet fuel (actual) (a)		$	2.29		$	1.59		$	2.23		$	1.54

 

(a)           Includes applicable taxes and fees.

 

Operating Revenue

 

Operating revenue was $315.9 million and $614.3 million for the three and six months ended June 30, 2010, respectively, a 8.2% and 5.8% increase over operating revenue of $292.0 million and $580.6 million for the same three and six month period in 2009 driven primarily by an increase in passenger revenue.

 

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