Merger Mania A Publication from the AWA MEC Merger Committee July 22, 2005
By Kevin Horner, Vice Chairman, MEC Merger Committee
The Combined Seniority List
How’s that for an attention grabber? As the proposed AWA and US Airways transaction clears more hurdles, we must prepare for the range of possibilities of where this will leave us as the pilots of this combined entity.
The first step of the seniority integration process is for each Merger Committee, working with its advisors, to develop what each believes is a fair and equitable integration, taking into account the standards contained in ALPA Merger Policy. Of course, an integrated seniority list is not always just a list of seniority numbers; often these lists contain “conditions and restrictions” on the exercise of seniority designed to accommodate “career expectations”that the list itself can’t protect. These “conditions and restrictions” may some- times include preferential treatment for certain bases, equipment and seats, depending on the particular circumstances of the merger.
What does the Combined Seniority List mean for the employees? It will be the seniority number each employee will live with for the rest of their careers at the proposed combined US Airways. If you noticed in the previous paragraph, I hesitated to call the conditions and restrictions “protections”, because “protection” is in the eye of the beholder. For every pilot who is protected against some adverse consequences arising from the normal operation of the seniority list, there is another who may be disadvantaged.
Thus, for example, while a condition and restriction that places a “fence”around a domicile can help prevent pilots from being displaced, it may also prevent opportunities. If an employee wants to move from one domicile to another, they may have the opportunity to move based on their new seniority number, but a condition and restriction may override that seniority right and force the pilot to enter the other carrier’s domicile at the bottom of the domicile list, if at all. In some cases, some fences have been established for such a long period of time that a whole career has come and gone while the fence provisions have been in place in the merger document. For instance, in the Republic/ Northwest merger, the arbitrator created a 20-year fence which effectively barred any Republic pilot from flying international, wide-body Captain, even if their combined seniority number could hold it.
Merger Mania A Publication from the AWA MEC Merger Committee July 22, 2005
Pieces of the Puzzle
- Capt. Ken Stravers, Chairman, MEC Merger Committee
"Last Friday, July 15, your MEC and chairmen of the Merger, Negotiating, and Communications Committees met with Doug Parker, Jeff McClelland, Dave Seymour, and Shirley Kaufmann from America West management. Doug Parker opened the meeting with an hour-and-15-minute presentation. He provided us financial data concerning our current company position, as well as future projections for the merger of both companies.”
America West Holdings Corp, et al. · 10-Q · For 6/30/05
America West Airlines Inc. 10-Q For 06/30/05
Item 1A.
Condensed Consolidated Financial Statements America West Holdings Corporation.
America West Holdings Corporation
Condensed Consolidated Balance Sheets
(in thousands except share data)
(unaudited)
June 30,
December 31,
2005
2004
ASSETS
Current assets:
Cash and cash equivalents
$
116,061
$
149,091
America West Airlines Inc. 10-Q For 06/30/05
Our high level of fixed obligations limits our ability to fund general corporate requirements and obtain additional financing, limits our flexibility in responding to competitive developments and increases our vulnerability to adverse economic and industry conditions.
We have a significant amount of fixed obligations, including debt, aircraft leases and financings, aircraft purchase commitments, leases of airport and other facilities and other cash obligations. As of June 30, 2005, we had approximately $704.0 million of outstanding debt, of which $181.9 million was secured. In addition, we had $11.2 million of payments to satisfy capital lease obligations and $3.1 billion of operating lease obligations through lease expiration dates incurred primarily in connection with off-balance sheet aircraft financings. See Liquidity and Capital Resources Off Balance Sheet Arrangements. We also have guaranteed costs associated with our regional alliance with Mesa and commitments to purchase aircraft from Airbus. As a result of the substantial fixed costs associated with these obligations:
A decrease in revenues results in a disproportionately greater percentage decrease in earnings.
We may not have sufficient liquidity to fund all of these fixed costs if our revenues decline or costs increase.
We may have to use our working capital to fund these fixed costs instead of funding general corporate requirements, including capital expenditures.
We may not have sufficient liquidity to respond to competitive developments and adverse economic conditions.
Our obligations also impair our ability to obtain additional financing, if needed, and our flexibility in the conduct of our business. Our existing indebtedness is secured by substantially all of our assets, leaving us with limited collateral for additional financing. Moreover, the terms of the government guaranteed loan restrict our ability to incur additional indebtedness or issue equity unless we use the proceeds of those transactions to repay the loan, require prepayment if our employee compensation costs exceed a certain threshold, require us to maintain a minimum cash balance of $100 million, and restrict our ability to take certain other actions, including mergers and acquisitions, investments and asset sales.
America West Airlines Inc. 10-K For 12/31/04
2004 in Review
Overview
In spite of these initiatives and others designed to increase revenue and productivity and reduce costs, we reported a net loss of $89.0 million in 2004.
In spite of our diligent work to contain our costs, we believe revenues will continue to reflect the excess capacity that exists across the domestic system and fuel prices will remain at, or exceed, record highs. Given these conditions, we anticipate significant losses for full year 2005.
America West Airlines Inc. 10-K For 12/31/04
2005 Outlook
· We continue to face considerable challenges in 2005, including competing with legacy carriers that, through a variety of restructuring mechanisms, have reduced labor wages, extended debt maturities and lowered their overall cost per available seat mile. These actions could cause AWA’s cost advantage to diminish.
Financial Covenants and Credit Rating
In addition to the minimum cash balance requirements, our long-term debt agreements contain various negative covenants that restrict our actions, including our ability to pay dividends, or make other restricted payments. Finally, our long-term debt agreements contain cross-default provisions, which may be triggered by defaults by us under other agreements relating to indebtedness. See Risk Factors Relating to the Company and Industry Related Risks. Our high level of fixed obligations limits our ability to fund general corporate requirements and obtain additional financing, limits our flexibility in responding to competitive developments and increases our vulnerability to adverse economic and industry conditions. As of December 31, 2004, Holdings and AWA were in compliance with the covenants in their long-term debt agreements.
Our credit ratings are relatively low, with Moody’s assessment of AWA’s senior implied rating and senior unsecured debt rating at B3 and Caa2, respectively, Standard & Poor’s assessment of AWA’s and Holdings corporate credit ratings at B- and AWA’s senior unsecured rating at CCC and Fitch Ratings assessment of AWA’s long-term and unsecured debt rating at CCC. In addition, Standard & Poor’s recently placed AWA’s aircraft debt on CreditWatch with negative implications as part of a broader review of aircraft-backed debt. Low credit ratings could cause our borrowing costs to increase, which would increase our interest expense and could affect our net income and our credit ratings could adversely affect our ability to obtain additional financing. The rating agencies base their ratings on our financial performance and operations, our cash flow and liquidity, the level of our indebtedness and industry conditions in general. If our financial performance or industry conditions do not improve, we may face future downgrades, which could further negatively impact our borrowing costs and the prices of our equity or debt securities. In addition, any downgrade of our credit ratings may indicate a decline in our business and in our ability to satisfy our obligations under our indebtedness. See Risk Factors Relating to the Company and Industry Related Risks Because of our relatively low credit ratings, our borrowing costs may be high and our ability to incur additional debt may be impaired.
America West Airlines Inc, et al. · 10-K · For 12/31/04
Filed On 3/14/05 9:54pm ET · SEC Files 0-12337, 1-12649 · Accession Number 950153-5-517
In spite of our diligent work to contain our costs, we believe revenues will continue to reflect the excess capacity that exists across the domestic system and fuel prices will remain at, or exceed, record highs. Given these conditions, we anticipate significant losses for full year 2005.
23
America West Airlines Inc, et al. · 10-K · For 12/31/06
AWA’s Results of Operations
In 2005, AWA realized operating losses of $120 million and a loss before income taxes and cumulative effect of change in accounting principle of $195 million. In 2005, AWA changed its accounting policy for certain maintenance costs from the deferral method to the direct expense method as if that change occurred January 1, 2005. This resulted in a $202 million loss from the cumulative effect of a change in accounting principle. See Note 2, Change in Accounting Policy for Maintenance Costs, to AWAs consolidated financial statements in Item 8B of this report.