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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1997 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________________________
to _______________________
Commission file number 0-26914
AIRTRAN HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 58-2189551
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9955 AirTran Boulevard, Orlando, Florida 32827
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(Address of principal executive offices) (Zip Code)
(407) 251-5600
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
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 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 X No
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As of March 23, 1998, the aggregate market value of voting stock held by non-
affiliates of the Registrant, based on the closing sales price of such stock in
the NASDAQ Stock Market on March 23, 1998, was approximately $413,000,000. As
of March 23, 1998, the Registrant had 64,533,305 shares of Common Stock
outstanding.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Documents Incorporated by Reference
-----------------------------------
Portions of the Proxy Statement to be used in connection with the
solicitation of proxies to be voted at the Registrant's annual meeting of
Stockholders to be held on May 14, 1998, to be filed with the Commission, are
incorporated by reference into Part III of this Report on Form 10-K.
Exhibit Index is located on pages 32-34.
PART I
ITEM 1. BUSINESS
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GENERAL
The Company, through its wholly owned subsidiaries, AirTran Airlines, Inc.
and AirTran Airways, Inc., operates an affordable, no frills, limited frequency,
scheduled airline serving short haul markets primarily in the eastern United
States. The Company believes that its low cost, no frills philosophy allows it
to offer among the lowest fares in its markets and generate its own traffic by
stimulating incremental demand with fare conscious travelers.
The Company commenced flight operations in October 1993 with two McDonnell
Douglas DC-9 aircraft ("DC-9 aircraft") serving three cities from Atlanta with
eight flights per day. Prior to June 17, 1996, the Company offered service to
30 cities from Atlanta, Washington, D.C. (Dulles Airport), Boston and Orlando
and operated up to 320 flights per peak day with its fleet of 51 aircraft. The
Company's operations were interrupted by the suspension of the Company's service
on June 17, 1996, pursuant to a consent order entered into with the FAA
following the accident involving Flight 592 on May 11, 1996 and the ensuing
extensive adverse media and intense FAA scrutiny. The Company resumed limited
operations with service between Atlanta and four other cities as of September
30, 1996. The Company has continued to work with the FAA since that time to
recertify aircraft and expand its flight operations. As of March 6, 1998, the
FAA has approved 35 of AirTran Airlines' DC-9 Series 30 aircraft for flight. In
addition, AirTran Airways operates 11 Boeing 737-200 aircraft ("B-737
aircraft"). As of March 1, 1998, the Company operates a total of up to 249
flights per day of which 196 flights per day are between Atlanta and 25 other
cities and 30 flights per day are between Orlando and 16 cities other than
Atlanta. Additional service is offered between Washington, D.C. (Dulles
Airport) and Boston and Chicago, between Boston and Philadelphia and between
Knoxville, Tennessee and New York (LaGuardia Airport).
MERGER WITH AIRWAYS CORPORATION
On July 10, 1997, the Company entered into a merger agreement with Airways
Corporation ("Airways"). Under the merger agreement, the Company acquired
Airways on November 17, 1997, through a merger of Airways with and into the
Company. In anticipation of the Merger, the name of ValuJet Airlines was
changed to "AirTran Airlines." Upon completion of the Merger, the Company
changed its name to AirTran Holdings, Inc. Airways' operating subsidiary
continues to operate under the AirTran Airways name. In January 1998, the
Company moved its headquarters to Airways' facilities in Orlando, Florida.
While the Company currently operates AirTran Airlines and AirTran Airways under
separate operating certificates, it may also merge these two operating
subsidiaries at a later date.
STRATEGY
In order to return to profitability and resume growth, the Company intends
to pursue a three-pronged strategy (i) to maintain its traditional cost and
value leadership in the markets that it serves, (ii) to reposition its brand
image to mitigate the long-term adverse effects of the May 1996 accident and the
subsequent suspension of operations, and (iii) to gradually expand capacity as
market demand warrants.
The Company's strategy is predicated on providing a reliable, customer
friendly alternative for affordable air transportation. The key element of this
approach is the successful repositioning of the product to broaden the base of
available traffic. The Company changed the name of its ValuJet operating
subsidiary to AirTran Airlines and, along with its other operating subsidiary,
AirTran Airways, introduced a new business strategy in late 1997 designed to
appeal to a broader travel market. The objective of this strategy is to make
air travel more attractive to fare conscious business travelers and even more
convenient for leisure travelers. The product enhancements included a new
corporate livery, a new business class service, featuring two by two seating,
pre-assigned seating
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and the nationwide distribution of its inventory through travel agents. The
Company retained those product aspects that continue to be of value to its
customers, such as a simplified, affordable fare structure and a ticketless
alternative.
As part of the product rebranding, the Company repainted its DC-9 aircraft
with a new livery. The Company has also completed repainting the first B-737
aircraft in a similar livery and intends to complete this process during the
second quarter of 1998. In addition, the Company reconfigured its DC-9 aircraft
to provide 16 business class seats in each aircraft. The Company plans to
reconfigure its B-737 aircraft to provide 12 business class seats in each
aircraft commencing in second quarter 1998.
The Company's pricing structure and affordable fares are intended to
stimulate new demand for air travel by leisure customers and fare conscious
business travelers who would have otherwise not traveled or who would have used
ground transportation. The Company's fare structure generally defines the
pricing in most markets that the Company serves, providing travelers with
substantial savings that would not be available in the absence of service by the
Company. In addition to advance purchase fares, the Company maintains
reasonably priced "walk-up" fares that are generally well below similar fares
offered by its competitors. The Company believes that it has historically
generated its own traffic through low fare market stimulation rather than by
pursuing the more traditional airline approach of competing for market share
with existing carriers.
The Company's service is intended to satisfy not only the basic air
transportation needs of the Company's targeted customers--fare conscious
business travelers and short haul leisure travelers visiting friends and
relatives or vacationing--but to provide a travel experience worth repeating.
As a result, the Company has focused on retaining its customer friendly approach
to service and has developed internal programs to build on the positive
attitudes of its employees.
Once the Company reestablishes profitability and a favorable brand image,
the Company intends to pursue a prudent growth strategy. The Company has
entered into a contract with Boeing to purchase 50 new Boeing 717 aircraft ("B-
717 aircraft"), to be delivered from 1999 through 2002, with options to purchase
an additional 50 aircraft. The B-717 will have 115 seats, consisting of 16
business class seats and 99 coach seats. The Company estimates that the B-717
aircraft, which have a slightly larger seating capacity, increased fuel
efficiency and lower maintenance costs than the Company's DC-9 aircraft, will
provide a cost per ASM lower than the Company's DC-9 fleet, even after taking
into account the aircraft's higher acquisition cost. The Company is the
"launch" customer of the B-717 aircraft. As the launch customer, the Company
anticipates that this contract will provide material value in terms of
acquisition cost and manufacturer financing assistance. The Company determined
that the B-717 aircraft offers the optimum balance between operating cost and
revenue opportunity.
IMPACT OF ACCIDENT AND SUSPENSION OF OPERATIONS
On May 11, 1996, the Company tragically lost its Flight 592 en route from
Miami to Atlanta. The accident resulted in extensive media coverage calling
into question the safety of low-fare airlines in general and the Company in
particular. In response to the accident, the FAA conducted an extraordinary
review of the Company's operations. On June 17, 1996, the Company entered
into a consent order with the FAA under which the Company agreed to suspend
operations until such time as the Company was able to satisfy the FAA as to
various regulatory compliance concerns identified by the FAA as a result of its
intensive inspections of the Company's operations. On August 29, 1996, the FAA
returned the Company's operating certificate and the Department of
Transportation ("DOT") issued a "show cause" order regarding the Company's
fitness as an air carrier. The DOT gave its final approval on September 26,
1996, and the Company resumed operations with service between Atlanta and four
other cities on September 30, 1996.
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Other effects of the accident, ensuing FAA inspections, media coverage and
suspension of operations include:
1. The Company incurred substantial losses in 1996 and 1997.
2. The expansion of the Company's operations is subject to FAA and DOT
approval.
3. The Company is unable to predict how significantly the accident and
suspension of operations will affect load factors and yield or the length of
time load factors and yield will be impacted.
4. The Company's cost per ASM has increased from 1995 levels.
5. Although the Company believes that its insurance will be sufficient
to cover all claims arising from the accident, there can be no assurance that
all claims will be covered or that the aggregate of all claims will not exceed
such insurance limits.
6. Several stockholder lawsuits have been filed against the Company and
certain of its officers and directors alleging, among other things, violation of
federal securities laws. While the Company denies that it has violated any of
its obligations under the federal securities laws, there can be no assurance
that the Company will not sustain material liability under such or related
lawsuits.
7. Various governmental authorities are conducting investigations of the
circumstances surrounding the accident. The Company is cooperating with the
authorities in connection with these investigations.
In light of these factors, persons investing in the securities of the
Company should be apprised of the following additional risks:
1. There is no assurance that the Company will recover sufficient customer
acceptance in order to regain profitability.
2. If the Company regains profitability, there may be reduced customer
support which could decrease the Company's profitability indefinitely.
3. The expansion of the Company's operations will likely be subject to FAA
and DOT approval for an indefinite period of time.
4. The occurrence of one or more subsequent incidents by the Company's
aircraft could likely have a substantial adverse effect on the Company's public
perception and future operations.
GEOGRAPHIC MARKET
The Company's markets served from Atlanta are located predominantly in the
eastern United States. These markets are attractive to the Company due to the
concentration of major population centers within relatively short distances from
Atlanta, historically high air fares and the potential for attracting leisure
customers who would otherwise use ground transportation. During 1997, the
Atlanta Airport was the second busiest airport in the United States, enplaning
over 32 million passengers. Additionally, the Company offers service to Florida
markets as the Company believes that more than 20 million people visit the
Florida markets by automobile every year from Atlanta and other points in the
eastern United States.
The Company provides direct scheduled passenger air service between Orlando
and cities principally in the eastern half of the United States. The Company's
strategy in developing its route system from Orlando is to serve
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medium-sized cities from which direct service to Orlando is not typically
provided by the major airlines. This strategy involves flying longer stage
lengths to medium-sized markets on a low frequency basis.
In addition, the Company provides a limited amount of nonstop service
between certain of its markets served from Atlanta and Orlando.
In the Company's city selection process, the Company considers the amount of
airport charges, incentives offered by communities to be served, the ability to
stimulate air travel and competitive factors.
FARES, ROUTE SYSTEM AND SCHEDULING
The Company serves short haul markets (generally under 1,000 miles)
primarily from Atlanta and from Orlando offering basic air transportation at
affordable fares. The routes served to and from Atlanta range in frequency from
two to seven trips per day with some reductions in service on the weekends. The
schedules are designed to provide a consistent product for business-oriented
travelers and to facilitate connections for passengers traveling through
Atlanta. The Company also provides nonstop service between Orlando and various
cities in the Eastern United States. These routes are served on a daily basis
with one round trip per day.
The Company offers a range of fares based on advance purchases of 14 days, 7
days, 3 days and "walk-up" fares. Within the advance purchase fare types, the
Company manages the availability of seats by day of week and by flight to
maximize revenue on peak travel days. Most of the Company's fares are
nonrefundable, but can be changed prior to departure for a $35 fee. Business
class seats are priced at $25 in excess of the full coach fare. The Company's
fares are always purchased on a one-way basis. The Company's fares do not
require any minimum, maximum or day of week (e.g., Saturday night) stay. The
Company's fare offerings are in direct contrast to prevalent pricing policies in
the industry where there are typically many different price offerings and
restrictions for seats on any one flight.
The Company's published Atlanta fares for non-stop service range from $39 to
$99 for one-way travel on a 14 day advance purchase basis and $99 to $169 for
one-way travel on a "walk-up" basis. The Company's published Orlando fares for
non-stop service range from $59 to $99 for one-way travel on a 14 day advance
purchase basis and $129 to $189 for one-way travel on a "walk-up" basis. The
Company offers fare sales from time to time in order to generate additional
traffic. There is recently passed legislation that imposes taxes on domestic
airline transportation equal to a per segment flown charge (initially $1.00 to
be increased to $3.00 by 2003) plus a percentage of the ticket price (initially
9% to be decreased to 7.5% in 1999). Such taxes will likely have a greater
effect on leisure travelers. Since the Company relies to a large extent on
leisure travelers, such tax increase may affect the Company to a greater extent
than the Company's competitors who rely more heavily on business travelers.
A majority of the Company's customers originate or terminate their travel on
the Company's non-stop service. One-stop connecting service is provided through
Atlanta between certain of the other cities served by the Company.
The following table sets forth certain information with respect to the
Company's route system based on the Company's schedule in effect as of March 1,
1998.
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Daily
Service Round Trip
Commencement Flights
Airport Served Date (a) Scheduled (b)
-------------- ------------ -------------
Atlanta-
Akron/Canton, OH.......... March 1997 3
Bloomington/Normal, IL.... March 1998 1
Boston, MA................ February 1997 4(c)
Chicago, IL (Midway)...... October 1996 4
Dallas/Fort Worth, TX..... April 1997 5
Dayton, OH................ March 1998 3
Flint, MI................. May 1997 3
Fort Lauderdale, FL....... September 1996 6
Fort Myers, FL............ January 1997 3
Fort Walton Beach, FL..... October 1996 2
Houston, TX............... September 1997 4
Jacksonville, FL.......... October 1996 4
Knoxville, TN............. March 1998 2
Memphis, TN............... October 1996 4
Mobile, AL................ October 1996 3
New Orleans, LA........... October 1996 4
Newport News, VA.......... October 1996 3
New York, NY (LaGuardia).. December 1997 6
Orlando, FL............... September 1996 7
Philadelphia, PA.......... October 1996 4
Raleigh/Durham, NC........ October 1996 4
Savannah, GA.............. October 1996 3
Tampa, FL................. September 1996 6
Washington DC (Dulles).... September 1996 7
West Palm Beach, FL....... December 1996 3
Washington, DC (Dulles)-
Atlanta, GA............... September 1996 7
Boston, MA................ February 1997 4
Chicago, IL (Midway)...... July 1997 3
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(a) For markets served by the Company prior to the suspension of its operations,
the date indicated is the date the Company recommenced service.
(b) Reduced service may be provided on certain days (usually Saturday or
Sunday).
(c) Does not include one-stop service through Washington, DC (Dulles) (up to
four round trips per peak day).
The Company offers one round trip flight per day between Orlando and each of
the following markets: Akron/Canton, OH, Albany, NY, Allentown, PA,
Bloomington/Normal, IL, Buffalo, NY, Dayton, OH, Des Moines, IA, Greensboro, NC,
Greenville/Spartanburg, SC, Islip, NY, Knoxville, TN, Moline, IL, Newburgh, NY,
Richmond, VA, Rochester, NY, and Syracuse, NY. The service between Orlando and
Des Moines, IA and Moline, IL is provided on a combined basis.
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The Company has announced that it will begin service between Atlanta and the
following markets effective April 1, 1998: Buffalo, NY (up to two round trips
per day), Greensboro, NC (up to three round trips per day) and Richmond, VA (up
to three round trips per day).
The Company also provides two round trips per day between Boston and
Philadelphia and two round trips per day between Knoxville, Tennessee and New
York (LaGuardia Airport). In the future, the Company may add additional service
between cities already served by the Company or may add service to new markets.
The Company's selection of markets depends on a number of factors existing at
the time service to such market is being considered. Consequently, there can be
no assurance that the Company will continue to provide service to all of the
markets listed above or that the Company will not provide service to any other
particular market.
Subject to the FAA's approval, the Company will consider the addition of
other markets and the provision of service between cities other than Atlanta and
Orlando. There can be no assurance as to the timing of approvals of additional
aircraft or additional markets by the FAA which will depend upon the FAA's
review of the Company's operations.
The Company's aircraft scheduling strategy is directly related to the
perceived needs of its target market segments and the low fixed ownership costs
of its aircraft fleet. The Company's target customers are price sensitive
business travelers, travelers visiting friends and relatives and vacationers.
The Company generally keeps a number of its aircraft out of scheduled
service in order to provide operating spares and to rotate aircraft into routine
scheduled maintenance.
AIRCRAFT
As of March 6, 1998, AirTran Airlines owned 42 DC-9 aircraft. As of March 6,
1998, the FAA has approved 35 of the Company's DC-9 aircraft for operation by
the Company. The Company's DC-9 aircraft in its operating fleet have 106 seats,
of which 16 are business class seats and 90 are coach seats. The addition of
aircraft to AirTran Airlines' operations is subject to FAA and DOT approval.
There can be no assurance as to the timing or extent of any such subsequent
approvals. The Company's expansion is subject to FAA approval and could be
affected by heightened FAA scrutiny and the Company's ability to regain customer
acceptance. The Company has leased out two of its aircraft under leases not
longer than 18 months. The Company is in the process of seeking to reactivate
its remaining aircraft not currently in service.
AirTran Airways' fleet currently consists of seven leased and four owned B-
737 aircraft with average capacities of 126 passengers. The lease terms range
from three to seven years and require monthly lease payments of $45,000 to
$142,000 as well as reserve payments for major engine and airframe overhauls.
The Company has entered into a contract with Boeing to purchase 50 new B-717
aircraft, to be delivered from 1999 through 2002, with options to purchase an
additional 50 aircraft. The B-717 aircraft will have 115 seats, consisting of
16 business seats and 99 coach seats. The Company estimates that the B-717
aircraft, with a slightly larger capacity, increased fuel efficiency and lower
maintenance costs, will provide a cost per ASM lower than the Company's existing
DC-9 fleet, even after including its higher acquisition cost. The Company is
the "launch" customer of the B-717 aircraft. As the launch customer, the
Company anticipates that this contract will provide material value in terms of
acquisition cost and manufacturer financing assistance. The Company has
determined that the B-717 aircraft offers the optimum balance for its purposes
between operating cost and revenue opportunity.
According to FAA rules, each new entrant airline must have at least 50% of
its fleet in compliance with the FAA's Stage 3 noise level requirements. The
balance of such airlines' fleets must be brought into compliance with Stage 3
noise level requirements in phases: 75% by December 31, 1998 and full compliance
required by December 31, 1999. As of March 6, 1998, 22 of AirTran Airlines' 42
DC-9 aircraft meet the Stage 3
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requirements. Six of AirTran Airways' 11 B-737 aircraft currently meet Stage 3
requirements. The Company intends to meet the Stage 3 requirements by installing
hush kits on certain of its Stage 2 aircraft, by disposing of other Stage 2
aircraft and by acquiring or leasing additional Stage 3 aircraft. The Company
expects that FAA certified hush kits will cost approximately $2.3 million per
DC-9 aircraft and approximately $1.5 million per B-737 aircraft.
MAINTENANCE AND REPAIRS
Since the Company's fleet of DC-9 aircraft are all more than 20 years old
and since the Company's B-737 aircraft were manufactured between 1968 and 1985,
they will require higher maintenance expenses than newer aircraft. The Company
believes that its aircraft are mechanically reliable and that in the long term
the estimated cost of maintenance to fly such aircraft will be within industry
norms for this aircraft type and age. Since the resumption of the Company's
service in September 1996, the Company has incurred higher maintenance expenses
as a result of costs incurred in connection with reactivating its aircraft.
Amendments to FAA regulations are under consideration which would require
certain heavy maintenance checks and other maintenance requirements for aircraft
operating beyond certain operational limits. The Company will be required to
comply with such proposals, if adopted, and with any other aging aircraft
issues, regulations or Airworthiness Directives, that may be promulgated in the
future. There can be no assurance that the Company's maintenance expenses
(including costs to comply with aging aircraft requirements) will fall within
industry norms.
As a result of the accident involving Flight 592 and the suspension of the
Company's operations, the Company is likely to be subject to continuing
regulatory scrutiny which could affect the Company's operations, acquisition
program and expansion plans indefinitely.
Aircraft maintenance and repair consists of routine daily or "turn-around"
maintenance and major overhaul. Routine daily maintenance is performed at
Atlanta, Orlando, Boston, Fort Lauderdale and Greensboro by the Company's
employees and by on-call contractors at the other cities served by the Company.
Heavy maintenance and other work which require hangar facilities are currently
performed at two FAR Part 145-FAA approved maintenance contractors. The
contractors are AeroCorp, Inc. of Macon, Georgia and Lake City, Florida and
Pemco World Air Services of Dothan, Alabama. The Company may replace these
contractors or add additional contractors subject to FAA approval. Other routine
daily on-call maintenance contractors are either other airlines which operate
DC-9 or B-737 aircraft or other maintenance companies approved by the FAA, who
in either case have employees qualified and trained in DC-9 or B-737 aircraft
maintenance.
FUEL
The cost of jet fuel is an important expense for The Company. The Company
estimates that a one-cent increase in fuel cost would increase the Company's
fuel expenses by approximately $57,000 per month, based on the Company's current
fuel consumption rate. Jet fuel costs are subject to wide fluctuations as a
result of sudden disruptions in supply, such as the effect of the invasion of
Kuwait by Iraq in August 1990. Due to the effect of world and economic events on
the price and availability of oil, the future availability and cost of jet fuel
cannot be predicted with any degree of certainty. Increases in fuel prices or a
shortage of supply could have a material adverse effect on the Company's
operations and operating results. The Company has not entered into any agreement
which fixes the price or guarantees delivery of fuel over any period of time.
A significant increase in the price of jet fuel would result in a
disproportionately higher increase in the Company's average total costs than its
competitors using more fuel efficient aircraft and whose fuel costs represent a
smaller portion of total costs. The Company would possibly seek to pass such a
cost increase to the Company's customers through a fare increase. There can be
no assurance that any such fare increase would not reduce the competitive
advantage the Company seeks by offering affordable fares.
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The Company's fleet of DC-9 and B-737 aircraft are relatively fuel
inefficient compared to newer aircraft and industry averages. The primary
reasons for this inefficiency are aircraft size and engine technology. The B-717
aircraft to be acquired by the Company are expected to be more fuel efficient.
DISTRIBUTION AND MARKETING
The Company's marketing efforts are vital to its success as it seeks to
reposition its product and to stimulate new customer demand. The Company has
targeted fare conscious business travelers and short haul travelers visiting
friends and relatives or vacationing. These are market segments which the
Company believes offer the greatest opportunity for stimulating new demand.
The primary objectives of the Company's marketing activities are to develop
a brand identity or personality which is visibly unique and easily contrasted
with its competitors and to communicate its service directly to potential
customers. When initiating service to a new market or restarting flights to
previously served markets, the Company typically makes extensive use of
advertising, as well as active public relations efforts, and focuses on the
affordable fares to be offered on an everyday basis.
The Company communicates regularly and frequently with potential customers
through the use of advertisements in newspapers, on radio, television and on
billboards and through toll-free telephone numbers and a web site on the
Internet. These communications feature the Company's destinations, everyday
affordable fares, ease of use (including its simplified fare structure and
ticketless alternative) and the Company's reservations phone number. The
Company uses tag lines such as "AirTran - it's something else" and "a more
civilized way to fly" to reinforce its identity.
The Company seeks to sell seats directly to the customer whenever possible.
The Company also sells seats through travel agents and pays customary sales
commissions, but without volume override payments. Information on its
customers' needs, travel patterns and identity is collected, organized and
stored by the Company's automated reservation system and can be used at a future
time for direct marketing efforts.
The Company is a participant in the leading travel agency computer
reservation systems ("CRS"). These systems provide flight schedules, pricing
information and allow travel agents participating in either of these two systems
to electronically process a flight reservation without contacting the Company's
reservations facility.
In March 1998, the Company instituted a frequent flyer program known as "A-
plus rewards" under which customers can earn free round trips on AirTran or on
14 other airlines. Free trips on AirTran are earned twice as fast as trips on
other airlines. The purchase of business class seats will provide customers
with double credit toward earning free trips. Free trips on other airlines may
be used only from Atlanta, Orlando or the Washington-Baltimore area, apply only
to cities not served by AirTran and are subject to other terms and conditions.
As initially instituted, the Company's frequent flyer program provides for
credit for flights taken by December 31, 1998 and the flight vouchers must be
redeemed by December 31, 1999 for travel by December 31, 2000.
The Company performs public relations and promotional activities in house.
Advertising is handled by an outside advertising agency.
The Company and The Hertz Corporation operate a joint program under which
the Company's customers are able to reserve a Hertz rental car at discounted
rates when making a reservation for the Company's flights.
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Air travel in the Company's markets tends to be seasonal, with the highest
levels occurring during the winter months to Florida and the summer months to
the midwest/northeastern U.S. Travel to Orlando is typically lower in late
spring, early fall and mid-winter. Advertising and promotional expenses may be
greater in lower traffic periods, as well as when entering a new market, in an
attempt to stimulate further air travel.
AUTOMATION
Automation is a key component of the Company's strategy. The Company's UNIX
based computer system has been specifically designed to implement the Company's
simplified, ticketless service and is an important component of the Company's
attempt to maintain its low cost structure, particularly as the Company grows.
The Company has designed its computer system to capture information in the
computer at its source, eliminating paper records whenever possible. These
entries are made by the reservation agents, eliminating subsequent data
processing entries. Once the initial data has been entered into the system, the
system updates various affected files and reports. The Company's software
supports all of the Company's operational areas (e.g., flight operations,
maintenance, accounting, marketing and personnel).
A key component of the Company's low cost structure is the "ticketless"
alternative. At the time of a sale/reservation, the Company provides its
customers with a confirmation number, similar to the systems used by hotels and
car rental agencies. At the airport, this information is available for customer
check-in, which helps to alleviate long lines and achieve a quicker turnaround
of aircraft. After the flight has departed, the computer posts passenger
revenue from the passenger manifest information.
The Company has also expanded the distribution of its product through travel
agencies. Travel agents confirm reservations and issue tickets to customers,
which are then processed by the Company.
The Company uses the Open Skies reservation system to provide greater
flexibility than its previous systems. Benefits expected from the Open Skies
system include improved mainframe and hardware performance and reliability, CRS
booking access, applications to improve unit revenue through enhanced data
reporting and software to facilitate Internet reservations booking and
processing.
EMPLOYEES
As of March 1, 1998, the Company employed approximately 3,500 people.
The Company has modified its compensation program, increasing employee base
pay for most workers and reducing reliance on variable performance bonuses as a
major component of the overall compensation package. Regular, periodic bonuses
have been eliminated. The Company from time to time considers alternative means
of providing compensation to its employees and the Company's method of
determining compensation is subject to possible change in the future.
Training, both initial and recurrent, is required for most employees. The
average training period for all new employees is approximately one to two weeks,
depending on classification. Both pilot training and mechanic training are
provided by professional training organizations, which may include other
airlines.
FAA regulations require pilots to be licensed as commercial pilots, with
specific ratings for aircraft to be flown, and to be medically certified as
physically fit. Licenses and medical certification are subject to periodic
continuation requirements including recurrent training and recent flying
experience. Mechanics, quality-control inspectors and flight dispatchers must
be licensed and qualified for specific aircraft. Flight attendants must have
initial and periodic competency fitness training and qualification. Training
programs are subject to approval and monitoring by the FAA. Management personnel
directly involved in the supervision of flight operations, training,
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maintenance and aircraft inspection must meet experience standards prescribed by
FAA regulations. All of these employees are subject to pre-employment and
subsequent drug testing.
AirTran Airlines' flight attendants have elected the Association of Flight
Attendants ("AFA") and AirTran Airlines' mechanics have elected the
International Brotherhood of Teamsters (the "Teamsters") to represent them in
negotiating contracts with the Company. In April 1997, the Company reached an
agreement with the Teamsters. The mechanics and store clerks of AirTran Airways
have been represented by the International Association of Machinists. In
addition, the Company is in the process of negotiating a labor agreement with
the AirTran Airways' pilot group. Elections for union representation are
pending for AirTran Airways' flight attendants. The Company does not expect
that the unionization of these employee groups will have a material adverse
effect on its operating costs or performance. However, until union contracts are
negotiated, there can be no assurance that this will be the case.
The Company is unable to predict whether any of its other employees will
elect to be represented by a labor union or other collective bargaining unit.
The election by the Company's employees for representation in such an
organization could result in employee compensation and working condition demands
that may affect operating performance or expenses.
The AFA and a former flight attendant have filed a lawsuit against the
Company relating to alleged violations under the Railway Labor Act. See "Legal
Proceedings" in Item 3 of this Report on Form 10-K.
AIRPORT OPERATIONS
Ground handling services typically can be placed in three categories--public
contact, underwing and complete ground handling. Public contact services involve
meeting, greeting and serving the Company's customers at the check-in counter,
gate and baggage claim area. Underwing ground handling services include, but are
not limited to, marshaling the aircraft into and out of the gate, baggage and
mail loading and unloading, as well as lavatory and water servicing, deicing and
certain services provided to the aircraft overnight. Complete ground handling
consists of public contact and underwing services combined.
The Company conducts its own ground handling services in 20 airports,
including Atlanta and Orlando. At other airports, Company operations not
conducted by the Company's employees are contracted to other air carriers,
ground handling companies or fixed base operators. The Company has at least one
employee at each of the cities it serves to promote sales and oversee its
operations.
INSURANCE
The Company carries customary levels of passenger liability insurance,
aircraft insurance for aircraft loss or damage and other business insurance.
The Company is exposed to potential catastrophic losses that may be incurred in
the event of an aircraft accident. Any such accident could involve not only
repair or replacement of a damaged aircraft and its consequent temporary or
permanent loss from service, but also significant potential claims of injured
passengers and others. The Company is required by the DOT to carry liability
insurance on each of its aircraft. The Company currently maintains liability
insurance in the amount of $750 million per occurrence. Although the Company
currently believes its insurance coverage is adequate, there can be no assurance
that the amount of such coverage will not be changed or that the Company will
not be forced to bear substantial losses from accidents. Substantial claims
resulting from an accident in excess of related insurance coverage or not
covered by the Company's insurance could have a material adverse effect on the
Company. Moreover, any aircraft accident, even if fully insured, could cause
and has caused a public perception that some of the Company's aircraft are less
safe or reliable than other aircraft, which could have and has had a material
adverse effect on the Company's business. The Company's insurance premiums have
increased significantly since the accident on May 11, 1996.
11
SEASONALITY AND CYCLICALITY
The Company's operations are primarily dependent upon passenger travel
demand and, as such, may be subject to seasonal variations. Management believes
that the weakest travel periods will generally be during the months of January,
May and September. Leisure travel generally increases during the summer months
and at holiday periods.
The airline industry is highly volatile. General economic conditions
directly affect the level of passenger travel. Leisure travel is highly
discretionary and varies depending on economic conditions. While business travel
is not as discretionary, business travel generally diminishes during unfavorable
economic times as businesses tend to tighten cost controls.
COMPETITION
The following table identifies airlines which provide non-stop service to
and from Atlanta in the city pair currently served by the Company and the
approximate number of daily round trip flights scheduled to be flown by those
other airlines as of March 1998.
DAILY NON-STOP ROUND TRIPS
--------------------------
American/Northwest/
ATLANTA TO/FROM Delta USAir Others(a)
- ------------------------------ -------- ----- ---------
Akron/Canton, OH.............. -- -- --
Bloomington/Normal, IL........ -- -- --
Boston, MA.................... 10 -- --
Chicago, IL (Midway)(b)....... -- -- 2
Dallas/Fort Worth, TX......... 17 14.5 --
Dayton, OH.................... 5 -- --
Flint, MI..................... -- -- --
Fort Lauderdale, FL........... 9.5 -- --
Fort Myers, FL................ 9 -- --
Fort Walton Beach, FL......... -- -- 9
Houston, TX................... 12 -- 9
Jacksonville, FL.............. 8 -- --
Knoxville, TN................. 9 -- --
Memphis, TN................... 9.5 6 --
Mobile, AL.................... 8 -- --
New Orleans, LA............... 10 -- --
Newport News, VA.............. 5(c) -- --
New York, NY (LaGuardia) (d).. 16 -- --
Orlando, FL................... 14 -- --
Philadelphia, PA.............. 9.5 6 --
Raleigh/Durham, NC............ 10 -- --
Savannah, GA.................. 8 -- --
Tampa, FL..................... 11 -- --
Washington DC (Dulles)(e)..... 7 -- 1
West Palm Beach, FL........... 9 -- 1
----- ----- ------
Total......................... 196.5 26.5 22
===== ===== ======
12
- ---------------------
(a) Includes United Airlines, Continental Airlines and Kiwi. Also includes
commuter affiliates of major airlines which generally provide service with
turboprop aircraft.
(b) Several major airlines operate daily flights to Chicago's O'Hare Airport
which are not reflected in the table above.
(c) Service provided by Delta to Norfolk, VA.
(d) Several major airlines operate daily flights to other airports in the New
York City area which are not reflected in the table above.
(e) Delta operates daily flights to Washington DC's National Airport which are
not reflected in the table above.
There is minimal non-stop competition on the routes currently served by the
Company directly to and from Orlando, although there are multiple connecting
services available through several competitive hubs, including Atlanta. Delta
Express, Delta's low fare operation, currently provides non-stop competition in
only one of the Company's Orlando markets (Islip, NY).
With respect to the Company's one-stop service provided between markets served
on a connecting basis through Atlanta, the Company faces competition from
numerous airlines with varying degrees of flight frequency and marketing
approaches. In addition, the Company competes with numerous nonstop flights to
many of its cities from other airports in the same metropolitan areas as served
by the Company (such as Washington's National Airport, Chicago's O'Hare Airport
and New York's Kennedy Airport).
In October 1996, Delta Express, Delta's new low fare operation, commenced
nonstop service from Orlando to various midwest and northeast cities --
Hartford, CT / Springfield, MA / Boston, MA / Columbus, OH / Newark, NJ /
Washington, DC (Dulles) / Indianapolis, IN/ Philadelphia, PA / Louisville, KY /
and Providence, RI; plus Orlando to four other Florida cities -- Tampa, Ft.
Lauderdale, Ft. Myers and West Palm Beach. Delta Express discontinued service
to Philadelphia as of September 30, 1997, and commenced service to Islip, New
York, and Raleigh-Durham, North Carolina. Delta Express operates a dedicated
single class fleet of 25 B-737 aircraft which are flown by pilots who are paid
less, fly longer hours and operate under more efficient work rules than other
Delta pilots.
Initially, Delta Express started service with 62 daily flights and has
increased daily departures to a total of 128 as of June 1997. A three-tiered
fare structure (21-day advance purchase, 7-day advance purchase and walk-up) is
offered in addition to advance seat selection and the SkyMiles frequent flyer
program. Fares offered by Delta Express compete with the Company's Orlando
service to Islip, NY and the Company's connecting fares via Atlanta. The
addition of new markets to be served by Delta Express from Orlando could pose
additional competition for the Company's flights. However, Delta Express does
not currently have any flights operating to/from Atlanta and has not announced
any current plans to operate this service in the Atlanta area.
The identity of competing airlines and the number and character of the flights
flown changes from month to month, and while management believes published
schedules for the month of March 1998, upon which the foregoing information was
based, are representative of the competition the Company may face, competing
airlines and their flight schedules are subject to frequent change. The
Company's competition includes carriers with substantially greater financial
resources.
The Company may also face competition from other airlines which may begin
serving any of the markets it serves or plans to serve, from new low cost
airlines that may be formed to compete in the low fare market (including any
that may be formed by other major airlines) and from ground transportation
alternatives.
The Company believes that the most significant competitive factors among
airlines are price (fare levels), convenient departure times, flight frequency
and the availability of incentives such as a frequent flyer program. The Company
typically offers more limited flight frequencies than the major airlines with
which it competes. Additionally, competitive factors include access to
computerized reservation and ticketing systems used by travel agents,
dependability of service, name recognition, airports served and the
availability, quality and convenience of other passenger services.
13
GOVERNMENT REGULATION
All interstate air carriers are subject to regulation by the DOT and the FAA
under the Federal Aviation Act of 1958, as amended (the "Aviation Act"). The
DOT's jurisdiction extends primarily to the economic aspects of air
transportation, while the FAA's regulatory authority relates primarily to air
safety, including aircraft certification and operations, crew licensing and
training and maintenance standards.
U.S. Department of Transportation
In general, the amount of economic regulation over interstate air carriers in
terms of market entry and exit, pricing and inter-carrier acquisitions and
agreements has been greatly reduced subsequent to enactment of the Deregulation
Act. As a result of that change in the regulatory structure, any company's
entry into the domestic air transportation business has been greatly simplified,
and the level of post-entry regulation to which an airline is subject has been
greatly reduced.
Each United States air carrier must obtain, and the Company has obtained a
Certificate of Public Convenience and Necessity issued by the DOT pursuant to
Section 401 of the Aviation Act. As a result of the Company's suspension of
operations on June 17, 1996, AirTran Airlines was required to apply for
recertification by the DOT. The DOT issued a "show cause" order on August 29,
1996, reflecting its preliminary determination that AirTran Airlines had
satisfied the DOT requirements and issued its final order on September 26, 1996,
approving the Company's return to service.
Each United States carrier must qualify as a United States citizen, which
requires that it be organized under the laws of the United States or a state,
territory or possession thereof, that its President and at least two-thirds of
its Board of Directors and other managing officers must be comprised of United
States citizens, that not more than 25% of its voting stock may be owned by
foreign nationals, and that the carrier not be otherwise subject to foreign
control.
U.S. Federal Aviation Administration
The Company has also obtained an operating certificate issued by the FAA
pursuant to Part 119 of the Federal Aviation Regulations. AirTran Airlines'
operating certificate was surrendered to the FAA in connection with the consent
order dated June 17, 1996 and returned to the Company on August 29, 1996, after
the Company satisfied the requirements of the FAA in the consent order. In the
consent order, the FAA alleged that the Company violated various federal
regulations relating to aircraft maintenance, maintenance manuals, training,
record keeping and reporting and the Company agreed to present a plan to the FAA
specifying the methods by which it would demonstrate to the FAA its
qualifications to hold an air carrier operating certificate. Under the consent
order, the Company suspended operations and paid $2 million to the FAA to
compensate it for the costs of the special FAA inspections conducted and
increases in the number of aircraft are presently subject to FAA approval.
Since the recommencement of operations on September 30, 1996, the Company has
made voluntary self disclosures to the FAA for maintenance, operational and in-
flight violations in the ordinary course of business. Under the voluntary self
disclosure program, when a violation is detected, the air carrier promptly
discloses and remedies the violation. If the FAA accepts the remedy proposed by
the air carrier, the FAA will not impose civil penalties for the violation.
Minor penalties have been assessed with respect to certain of these self-
disclosures with all penalties totaling less than $84,000 in 1997. To its
knowledge, the Company believes that it has disclosed all relevant items, but
there can be no assurance that the Company will not have other non-compliance
items in the future. Although the Company believes that the self-disclosed
matters are relatively routine in the airline business and does not believe that
these items will result in material adverse consequences to the Company, the
Company does not have control over the consequences that may be imposed by the
FAA as a result of such items.
The FAA has jurisdiction over the regulation of flight operations generally,
including the licensing of pilots and maintenance personnel, the establishment
of minimum standards for training and maintenance and technical
14
standards for flight, communications and ground equipment. As required, the
Company has effective FAA certificates of airworthiness for all of the aircraft
used in its operations. The Company's flight personnel, flight and emergency
procedures, aircraft and maintenance facilities are subject to periodic
inspections and tests by the FAA. The Company's director of safety and
regulatory compliance acts as a liaison between the Company and the FAA,
implementing any changes requested by the FAA with respect to operating
procedures or training programs and generally ensuring proper compliance with
aviation regulations applicable to the Company.
The DOT and FAA also have authority under the Aviation Safety and Noise
Abatement Act of 1979, as amended, under the Airport Noise and Capacity Act of
1990 ("ANCA") and, along with the Environmental Protection Agency, under the
Clean Air Act to monitor and regulate aircraft engine noise and exhaust
emissions. To the Company's knowledge, the Company's aircraft comply with all
applicable FAA noise control regulations (except as indicated below) and with
current emissions standards.
The ANCA requires the phase-out of Stage 2 airplanes (which meet less
stringent noise emission standards than later Stage 3 airplanes) in the
contiguous 48 states by December 31, 1999. In September 1991, the FAA
promulgated final rules establishing interim compliance dates of December 31,
1994, December 31, 1996 and December 31, 1998 for phasing out Stage 2 aircraft.
As of March 6, 1998, the Company's operating aircraft consisted of 46 aircraft,
28 of which comply with Stage 3. See "Aircraft" above. Therefore, the Company
must take action to continually assure that its fleet will be in compliance with
ANCA.
Miscellaneous
All international service is subject to the regulatory requirements of the
appropriate authorities of the other country involved. The Company does not
currently provide any international service.
All air carriers are subject to certain provisions of the Communications Act
of 1934, as amended, because of their extensive use of radio and other
communication facilities, and are required to obtain an aeronautical radio
license from the Federal Communications Commission ("FCC"). To the extent the
Company is subject to FCC requirements, it has taken and will continue to take
all necessary steps to comply with those requirements.
The Company's operations may become subject to additional federal regulatory
requirements in the future under certain circumstances. The Company's labor
relations are covered under Title II of the Railway Labor Act of 1926, as
amended, and are subject to the jurisdiction of the National Mediation Board.
During a period of past fuel scarcity, air carrier access to jet fuel was
subject to allocation regulations promulgated by the Department of Energy. To
the extent the Company seeks to provide international air transportation in the
future, it will be required to obtain additional authority from the DOT and
become subject to regulatory requirements imposed by affected foreign
jurisdictions. The Company is also subject to state and local laws and
regulations at locations where it operates and the regulations of various local
authorities that operate the airports it serves.
SAFE HARBOR STATEMENTS
Statements made by the Company in this Report regarding the Company's ability
to increase its service levels, to maintain its low cost structure, to become
profitable again and to obtain financing for the acquisition of the B-717
aircraft contracted for are forward-looking statements and are not historical
facts. Instead, they are estimates or projections involving numerous risks and
uncertainties including, but not limited to, governmental approval of increases
in service by the Company, the utilization level of the Company's aircraft, the
level of those costs which are beyond the Company's control, the availability of
financing, the effect of the Company's accounting policies, the Company's
ability to hire and retain qualified personnel under its new compensation
program and results of pending lawsuits. These risks and uncertainties could
potentially cause the Company's implementation of additional service to be
delayed or the Company's costs to exceed present estimates. The Company
disclaims any obligation to update or correct any of its forward-looking
statements.
15
ITEM 2. PROPERTY
--------
The Company's principal executive offices are located two miles from the
Orlando International Airport in a leased facility consisting of 34,000 square
feet of office space. The facility houses the executive offices of the Company
as well as the Company's operations staff (including inflight operations and
station operations), general administrative staff, reservations staff, computer
systems and personnel training facility. The lease agreement for this facility
expires in the year 2007.
The Company owns an aircraft hangar of approximately 70,000 square feet at
the Orlando International Airport, subject to a ground lease with the Greater
Orlando Aviation Authority expiring in 2016. The hangar houses the Company's
maintenance staff and maintenance records and parts inventory.
The Company also leases approximately 40,500 square feet of office space in
Atlanta for general corporate and operational use (including Atlanta
reservations) under a lease which expires September 30, 1999. The portion of
these premises not being used for reservations has been vacated in connection
with the Company's move of its headquarters to Orlando, Florida. The Company
also leases approximately 15,000 square feet of space in Atlanta for use as a
training center under a lease that expires August 31, 1999. The Company has
signatory status on a lease of facilities at the Atlanta Airport, which lease
expires in the year 2010. The Company also maintains a separate reservations
center in leased premises in Savannah, Georgia (approximately 7,000 square feet)
which lease expires in January 2000 and leases additional space in Newport News,
Virginia (approximately 20,000 square feet) which lease expires in the year
2001. The Company is not currently using its leased premises in Newport News,
Virginia, and is seeking to sublease such space.
The check-in counters, gates and airport office facilities at each of the
airports the Company serves are leased from the appropriate airport authority or
subleased from other airlines. Such arrangements may include baggage handling,
station operations, cleaning and other services. If such facilities at any
additional cities to be served by the Company are not available to the Company
at acceptable rates, or if such facilities become no longer available to the
Company at acceptable rates, then the Company may choose not to service such
markets.
The Company operates a fixed base operation in Grand Rapids, Minnesota (the
"FBO"), which provides private aircraft services, maintenance, fueling, hangar
facilities, flight instruction, aircraft parts sales and other ground services
to general aviation and government aircraft fleets. The FBO began operations in
1944 and was previously owned by Mesaba Aviation, Inc., a subsidiary of Mesaba
Holdings, Inc., and by Airways Corporation, The Company currently operates its
FBO business under an FAA repair station certificate.
ITEM 3. LEGAL PROCEEDINGS
-----------------
Several stockholder class action suits have been filed against the Company
and certain of its present and former executive officers and Directors
("Defendants"). The consolidated lawsuits discussed below seek class
certification for all purchasers of stock in the Company during periods
beginning on or after June 1995 and ending on or before June 18, 1996, and are
based on allegedly misleading public statements made by the Company or omission
to disclose material facts in violation of federal securities laws. A total of
14 stockholder lawsuits have been filed against and served upon the Company
between May 30, 1996 and July 26, 1996. Of these suits, 11 have been filed in
the United States District Court for the Northern District of Georgia and these
suits have been consolidated into a single action (In re ValuJet, Inc.).
-------------------
Another lawsuit filed in the United States District Court for the Middle
District of Florida has been transferred to the Northern District of Georgia and
has been consolidated into In re ValuJet, Inc. One additional class action
-------------------
stockholder lawsuit (Davis v. ValuJet Airlines, Inc., et al.) has been filed and
---------------------------------------
served upon the Defendants. On November 10, 1997, the Court ordered this suit
to be consolidated into In re ValuJet, Inc. A Consolidated Amended Complaint
-------------
was filed on October 18, 1996. All of the Defendants filed a joint Motion to
Dismiss the Consolidated Amended Complaint on December 23, 1996. On November
10, 1997, the Court denied this Motion to Dismiss in part and granted it in part
(dismissing the negligent misrepresentations claims). Pursuant to a Stipulation
and Order, Defendants must now answer the Consolidated Amended Complaint by
March 24, 1998. On November 25, 1996, Plaintiffs filed their Motion for
16
Class Certification. Pursuant to a Stipulation and Order, Defendants have
until March 20, 1998, to consider stipulating to certification of the class.
If Defendants determine to contest certification of the Class, Defendants shall
conduct discovery including the taking of the depositions of the lead
Plaintiffs and shall file their response memorandum of law by May 15, 1998.
Plaintiffs have until June 30, 1998, to file their reply memorandum of law. The
discovery period will end on February 28, 1999. Two suits (Cohen et al. v.
---------------
ValuJet, Inc., et al. and Hepler et al. v. ValuJet, Inc. et al.) have been filed
- ---------------------------------------------------------------
in the State Court of Fulton County, Georgia. On December 23, 1997, a Consent
Order of Dismissal in favor of all Defendants without prejudice was entered.
Although the Company denies that it has violated any of its obligations under
the federal securities laws, there can be no assurance that the Company will not
sustain material liability under such or related lawsuits.
Numerous lawsuits have been filed against the Company seeking damages
attributable to the deaths of those on Flight 592, and additional lawsuits are
expected. Thus far, approximately 80 such lawsuits have been filed against
ValuJet Airlines, Inc. Most of the cases were initially removed to the federal
court. That court, however, remanded the majority of the actions to the state
courts from which they originated and retained jurisdiction over only seven
cases. As a consequence, most of the cases will proceed in state courts in
Florida, Georgia, Texas and Missouri. The Company's insurance carrier has
assumed defense of all of these suits under a reservation of rights against
third parties and the Company and has settled and paid approximately 61 claims
as of March 20, 1998, and is pursuing settlements in the balance of the claims.
In the remaining lawsuits, SabreTech has been named as a co-defendant as a
result of the role that it played in the accident. The Company maintains a $750
million policy of liability insurance per occurrence. The Company believes that
the coverage will be sufficient to cover all claims arising from the accident.
In November 1997, the Company filed a suit in the Circuit Court of St. Louis
County, Missouri against SabreTech and its parent corporation (Sabreliner
Corporation), seeking to hold SabreTech responsible for the accident involving
Flight 592. SabreTech is the maintenance contractor who delivered oxygen
generators without safety caps and in a mislabeled box for shipment aboard
Flight 592. The oxygen generators are believed to have caused or contributed
to the fire which resulted in the accident. The complaint seeks indemnification
against losses attributable to the lawsuits referred to above and other damages
that the Company suffered as a result of the accident.
In May 1997, SabreTech filed a Complaint for declaratory judgment and other
relief against the Company. The action seeks a determination that SabreTech is
not liable to the Company for the accident involving Flight 592 as a result of
language contained in certain of the contracts between the parties and that the
Company is liable to SabreTech for damages that it has suffered. The Company
intends to vigorously defend this lawsuit and to assert all claims it has
against SabreTech.
On August 30, 1996, Metropolitan Nashville Airport Authority filed suit
against the Company in State Court in Tennessee for breach of contract and a
declaratory judgment for an anticipatory breach. The Nashville Airport
Authority seeks damages of approximately $2.6 million. The dispute involves
whether the Company was entitled to exercise a termination right contained in
its lease agreement.
In May 1997, the State of Florida filed suit against the Company and its
insurers in the United States District Court for the Southern District of
Florida seeking recovery of costs incurred relating to the accident involving
Flight 592. The Company does not believe that it is obligated for such amounts
and has filed a motion to dismiss this lawsuit.
In November 1997, the Association of Flight Attendants ("AFA") and a former
flight attendant filed suit in federal court in the Eastern District of Virginia
alleging that the Company had violated the Railway Labor Act. The Company
believes that it has not violated such act. This case has been removed to the
United States District Court in the Northern District of Georgia.
17
From time to time, the Company is engaged in litigation arising in the
ordinary course of its business. The Company does not believe that any such
pending litigation will have a material adverse effect on its results of
operations or financial condition.
Governmental Investigations
Several governmental inquiries and investigations have been launched in
connection with the loss of Flight 592, including investigations by the DOT, the
NTSB, the U.S. Attorney's Office in Atlanta, Georgia and Miami, Florida and
certain state agencies in Florida. Although the Company does not believe, based
on information currently available to it, that such investigations and inquiries
will result in any finding of criminal wrongdoing on its part, the
investigations have not yet been concluded and the possibility of such a finding
cannot be ruled out. The Company may also be assessed civil penalties in
connection with the accident and/or the results of ensuing investigations. Any
such findings or penalties could be material. In addition, it is possible that
the Company could be indirectly affected by negative publicity related to
charges of wrongdoing, if any, against others acting on behalf of the Company at
the time of the accident.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
-------------------------------------------------
A special meeting of the stockholders of the Company was held on November 17,
1997. At the special meeting, the stockholders approved a merger agreement
between Airways Corporation and the Company, the change of the Company's name to
"AirTran Holdings, Inc." and an amendment to the Company's By-laws under which
the term of 75% of the members of the Board of Directors will be extended until
the 1999 annual meeting of the Company's stockholders. The following indicates
the voting on each matter:
Broker
For Against Abstentions Non-Votes
---------- ------- ----------- ---------
1. Approve merger
agreement 28,922,269 144,147 93,347 3,228,976
2. Approve name
change 32,014,012 263,244 111,483 None
3. Approve By-law
amendment 30,743,968 254,029 582,924 807,818
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
-------------------------------------------------
STOCKHOLDER MATTERS
-------------------
Market Information
- ------------------
The Company's Common Stock, $.001 par value, is traded on the NASDAQ Stock
Market under the symbol "AAIR." Prior to November 18, 1997, the Company's
Common Stock was traded under the symbol "VJET." As of March 23, 1998, there
were approximately 5,842 holders of record of the Company's Common Stock. The
following table sets forth the reported high and low sale prices for the Common
Stock for each fiscal quarter since January 1, 1996.
18
Fiscal year ended
December 31, 1996 High Low
- ----------------- ------ ------
Quarter Ending March 31, 1996 $27.63 $18.50
Quarter Ending June 30, 1996 $27.50 $ 4.50
Quarter Ending September 30, 1996 $14.00 $ 8.38
Quarter Ending December 31, 1996 $12.25 $ 5.94
Fiscal year ended
December 31, 1997 High Low
- ----------------- ------ ------
Quarter Ending March 31, 1997 $ 8.75 $ 6.13
Quarter Ending June 30, 1997 $ 8.00 $ 6.25
Quarter Ending September 30, 1997 $ 7.84 $ 4.75
Quarter Ending December 31, 1997 $ 6.25 $ 3.50
As of March 23, 1998, the closing price of the Common Stock was $6.97.
Dividends
- ---------
No cash dividends have ever been declared by the Company on its Common Stock.
The Company intends to retain earnings to finance the development and growth of
its business. Accordingly, the Company does not anticipate that any dividends
will be declared on its Common Stock for the foreseeable future. Future
payments of cash dividends, if any, will depend on the Company's financial
condition, results of operations, business conditions, capital requirements,
restrictions contained in agreements, future prospects and other factors deemed
relevant by the Company's Board of Directors.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The information required by this Item is as follows:
(in thousands except per share data)
1997 1996 1995 1994 1993
--------- --------- -------- -------- --------
Operating revenues $211,456 $219,636 $367,757 $133,901 $ 5,811
Net income (loss) (96,663) (41,469) 67,763 20,732 (894)
Basic (loss) earnings
per share (1.72) (0.76) 1.24 0.51 (0.06)
Diluted (loss) earnings
per share (1.72) (0.76) 1.13 0.46 (0.06)
Total assets 433,864 417,187 346,741 173,039 30,264
Long-term debt including
current maturities 250,712 244,706 109,038 46,965 10,398
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
---------------------
The following chart indicates the service offered by the Company from January
1995 through December 1997:
Number
As of Total Number of Round Trip
Quarter End of Aircraft Flights Per Day Number of Cities Served
- --------------------------- ------------- ------------------ -------------------------
March 1995 27 184 23
June 1995 28 208 24
September 1995 34 228 26
December 1995 42 268 26
March 1996 47 286 28
June 1996 51 0 Service suspended to all markets as of
June 17, 1996
September 1996 46(1) 16 Service resumed on September 30, 1996 to
Atlanta, Fort Lauderdale, Orlando, Tampa,
Washington, D.C.
December 1996 43(2) 124 18
March 31, 1997 42(3) 148 21
June 30, 1997 42(4) 184 24
September 30, 1997 42(5) 200 22
December 31, 1997 53(6) 237(7) 43(7)
(1) Of which 4 had been approved for service by the FAA.
(2) Of which 15 had been approved for service by the FAA.
(3) Of which 24 had been approved to service by the FAA.
(4) Of which 30 had been approved to service by the FAA.
(5) Of which 31 had been approved to service by the FAA.
(6) Of which 44 had been approved to service by the FAA. Includes 11 B-737
aircraft operated by AirTran Airways.
(7) Includes service offered by AirTran Airlines and AirTran Airways.
As a result of the accident, the ensuing extraordinary review of the
Company's operations by the FAA, the suspension of operations in June 1996 and
the current and prospective FAA imposed limitation on the number of aircraft
that may be operated by the Company, the Company's results for periods prior to
May 11, 1996 are not necessarily reflective of the results to be expected in
future periods. The Company's operations for 1996 and 1997 are also not
reflective of future operations as a result of the suspension of operations for
a significant portion of 1996, reduced service levels during fourth quarter 1996
and during 1997, incremental costs incurred to reinitiate service to
20
certain markets and to reactivate aircraft taken out of service during the
suspension of operations and due to the merger of Airways Corporation into the
Company in November 1997. The Company's financial results for 1997 include the
operations of Airways Corporation only from and after November 17, 1997, the
date of the Merger. The following is a description of the costs incurred by
category for the year ended December 31, 1997 compared to the years ended
December 31, 1996 and 1995.
Year Ended December 31, 1995
-------------------------------
% of
Amount Revenues Per ASM
---------- --------- --------
(000)
OPERATING REVENUES $367,757 100.0% 9.62c
======== ===== =====
EXPENSE CATEGORY
Flight Operations $ 16,273 4.4% 0.42c
Aircraft Fuel 55,813 15.2 1.46
Maintenance 47,330 12.9 1.24
Station Operations 49,931 13.6 1.31
Passenger Services 10,363 2.8 0.27
Marketing and Advertising 8,989 2.4 0.23
Sales and Reservations 31,156 8.5 0.81
General and Administrative 10,617 2.9 0.28
Employee Bonuses 14,382 3.9 0.38
Depreciation 15,148 4.1 0.40
Shutdown and Other Nonrecurring 0 0.0 0.00
Other expenses (income), net (70) (0.0) (0.00)
-------- ----- -----
Total Expenses $259,932 70.7% 6.80c
======== ===== =====
Year Ended December 31, 1996
---------------------------------
% of
Amount Revenues Per ASM
------ -------- -------
OPERATING REVENUES $219,636 100.0% 8.12c
======== ===== =====
EXPENSE CATEGORY
Flight Operations $ 16,479 7.5% 0.61c
Aircraft Fuel 46,691 21.3 1.73
Maintenance 49,500 22.5 1.83
Station Operations 42,018 19.1 1.55
Passenger Services 8,879 4.0 0.33
Marketing and Advertising 8,426 3.8 0.31
Sales and Reservations 18,378 8.4 0.68
General and Administrative 13,659 6.2 0.51
Employee Bonuses 1,245 0.6 0.05
Depreciation 17,551 8.0 0.65
Shutdown and Other Nonrecurring 67,994 31.0 2.51
Other expenses (income), net (5,252) (2.4) (0.19)
-------- ----- -----
Total Expenses $285,568 130.0% 10.57c
======== ===== =====
21
Year Ended December 31, 1997
---------------------------------
% of
Amount Revenues Per ASM
------ -------- -------
OPERATING REVENUES $211,456 100.0% 7.01c
======== ====== =====
EXPENSE CATEGORY
Flight Operations $ 22,260 10.5% 0.74c
Aircraft Fuel 48,796 23.1 1.62
Maintenance 76,502 36.2 2.53
Station Operations 49,625 23.5 1.64
Passenger Services 9,558 4.5 0.32
Marketing and Advertising 16,998 8.0 0.56
Sales and Reservations 19,025 9.0 0.63
General and Administrative 12,228 5.8 0.41
Employee Bonuses --- --- ---
Depreciation 28,024 13.3 0.93
Shutdown and Other Nonrecurring 24,839 11.7 0.82
Rebranding expenses 5,243 2.5 0.17
Other expenses (income), net 17,796 8.4 0.59
-------- ----- -----
Total Expenses $330,894 156.5% 10.96c
======== ===== =====
OPERATING REVENUES
- ------------------
Total operating revenues in 1997 were $211.5 million as compared to $219.6
million and $367.8 million for the years ending December 31, 1996 and 1995,
respectively. The 3.7% decrease from 1996 to 1997 is primarily due to a 7.3%
decrease in load factor. The decrease from 1995 to 1996 resulted from the
Company's reduced service level and suspension of operations during the second
and third quarters of 1996. The Company flew 3.0 billion ASMs in 1997 as
compared to 2.7 billion ASMs and 3.8 billion ASMs in 1996 and 1995,
respectively. The Company's load factors for 1997, 1996 and 1995 were 52.9%,
57.1% and 68.8%, respectively. The lower load factors in 1996 and 1997 were due
in part to the 1996 accident and ensuing circumstances. Due to the eight-month
lapse of the 10% excise tax during 1996, the Company's average fare in 1996 was
$69.81 compared to $66.85 in 1997 and $68.10 in 1995.
EXPENSES
- --------
Flight operations expenses include all expenses related directly to the
operation of the aircraft other than aircraft fuel, maintenance expenses and
passenger services expenses. Expenses for hull insurance and compensation of
pilots (exclusive of bonuses) are included in flight operations. Flight
operations expenses were higher in total and on a per ASM basis for the year
ended December 31, 1997 than 1996 due to an 11% increase in ASMs, the Company's
change in compensation structure in September 1996 which reduced the percentage
of compensation represented by bonuses and shifted the cost to base pay and a
substantial increase in the cost of hull insurance effective October 1996.
Flight operations expenses were higher in total and on a per ASM basis for 1996
compared to 1995 due to the extended period of time that the Company's
operations were suspended, the additional training costs at restart, the change
in compensation structure and the increase in hull insurance. In addition,
certain flight administrative costs were also incurred during the period of
suspension during 1996 with no ASMs being generated over which to spread the
costs.
22
Aircraft fuel expenses include both the direct costs of the fuel as well as
the cost of delivering fuel into the aircraft. Fuel expense, on a per ASM
basis, was lower for 1997 than 1996 due to the lower market price of fuel. Fuel
cost in total increased 4.5% due to a 6.6% increase in consumption due to the
increase in ASMs. The average price of fuel decreased 2.9% in 1997 from $0.71
per gallon to $0.69 per gallon. In 1996, fuel cost per gallon increased 18.3%
to $0.71 per gallon up from $0.60 in 1995. The increase in the price per gallon
of fuel in 1996 accounts for the 18% increase in fuel cost per ASM from 1995 to
1996.
Maintenance expenses include all administrative costs of the maintenance
department as well as normal recurring maintenance performed during the year.
Most non-routine maintenance costs performed during the suspension of operations
are included in the shutdown and nonrecurring expense line item. Maintenance
expenses in 1997 were higher, in total and on a per ASM basis, than both 1996
and 1995 primarily due to a higher number of operating aircraft during the year.
The number of aircraft in service at December 31, 1997 was 44 as compared to 15
at December 31, 1996. Maintenance expenses for the year ended December 31, 1996
were higher, on a per ASM basis, than 1995 due to the suspension of operations
during the second and third quarters of 1996 and the reduced level of service
once the Company was able to resume operations. During 1996, the Company had a
lower aircraft utilization rate, which resulted in the spreading of certain
fixed costs over fewer ASMs and block hours. Certain maintenance administrative
costs were also incurred during the period of the suspension of operations
during 1996 with no ASMs being generated over which to spread these costs
causing a higher cost per ASM in 1996 than 1995.
Station operations expenses include all expenses incurred at the airports,
as well as station operations administration and liability insurance. Station
operations expenses were higher, on a per ASM basis, for the years ended
December 31, 1997 and 1996 than in 1995 due largely to the reduced number of
ASMs flown, the suspension of operations and inefficiencies generated from
restarting operations. Many of the station facilities were not fully utilized
during the fourth quarter of 1996 and during a portion of 1997 due to the
limited operations. Of the 31 stations operated by the Company prior to its
suspension of operations, 15 were restarted during 1996 and eight during 1997.
Certain facility rental expenses related to non-operating stations as a result
of the suspension of operations, are included in shutdown and other nonrecurring
expenses. Other factors contributing to a higher 1997 station operations expense
were an increase in insurance costs as of October 1, 1996 and an approximate 5%
increase in labor rates. Certain station operations administrative costs were
also incurred during the suspension of operations during 1996 with no ASMs being
generated over which to spread these costs.
Passenger services expenses include flight attendant wages and benefits and
catering expenses. Also included are the costs for flight attendant training and
flight attendant overnight expenses. Passenger service cost in 1997 was
relatively flat, on a per ASM basis, compared to 1996. The increase in passenger
services expenses for 1996, on a per ASM basis, over 1995 is due to the
restructuring of the compensation policy as it relates to flight attendants. The
flight attendants' salary levels were adjusted upward and the regular quarterly
bonus portion of their compensation was eliminated. This change caused the
department expense to be higher while reducing the amount of bonus expense.
Marketing and advertising expenses include all advertising expenses and wages
and benefits for the marketing department. The increase in 1997, as a
percentage of revenue, compared to 1996 was due to the aggressive marketing
campaign in the fourth quarter of 1997 to introduce the Company's new business
class product combined with a cost reduction effort in 1996 after the accident.
Marketing and advertising expenses for 1996, as a percentage of revenue, were
higher than 1995 due to the additional advertising costs incurred at the
resumption of operations being spread over a reduced revenue base caused by
lower service levels and load factors. Certain marketing administrative costs
were also incurred during the period of the suspension of operations during 1996
with no ASMs being generated over which to spread these costs.
Sales and reservations expenses include all of the costs related to recording
a sale or reservation. These expenses include wages and benefits for
reservationists, rent, telecommunication charges, credit card fees, ARC
processing fees and travel agency commissions. Sales and reservations expenses,
as a percentage of revenue, increased in 1997 to 9.0% of revenues due to the
fact that the Company joined the Airline Reporting Corporation
23
(ARC) in September 1997 to process all of its ARC member travel agency bookings.
Sales and reservations expenses were 8.4% and 8.5% of revenues for 1996 and
1995, respectively.
General and administrative expenses include the wages and benefits for the
Company's executive officers and various other administrative personnel. Also
included are costs for legal expenses, bad debts, accounting and other
miscellaneous expenses. General and administrative costs for 1997 decreased
10.5% from 1996 due to significantly reduced legal fees. The increase of 28.7%
in general and administrative expense in 1996 compared to 1995 was due to the
shift in compensation structure to one based to a lesser extent on bonuses and
also due to increased legal fees incurred from various matters related to the
accident.
The Company did not pay bonuses during 1997 as a result of generating
operating losses for the year. The decrease in bonus expense in 1996 reflected
the change in salary structure as of September 1996 to less of a bonus based
structure and the fact that the Company had a net loss from the second quarter
1996 through the end of the year.
Depreciation expense includes depreciation on aircraft and ground equipment.
Start-up and route development costs are expensed as incurred. Depreciation
expense for the year ended December 31, 1997 was higher than each of the
previous two years due to the return to operating status of aircraft which were
previously idled or held for disposition and due to additional capital spending
primarily to purchase and install hush kits to meet Stage 3 noise requirements.
Depreciation on idled aircraft, as a result of the suspension of operations and
reduced operations, was recorded in shutdown and other nonrecurring expenses.
All of these aircraft were reactivated during 1997. During 1996, the Company
made the decision to ground and dispose of certain idled aircraft. Subsequent
to the decision to sell or lease out such aircraft, no depreciation was recorded
on those aircraft held for sale. During 1997, as a result of the Merger, the
Company's management decided to return these aircraft to service. The aircraft
were reclassified to flight equipment and will continue to be depreciated over
their remaining useful lives.
Shutdown and other nonrecurring expenses in 1997 and 1996 include costs
associated with the loss of Flight 592, excess operating costs related to the
reduced schedule from May 19, 1996 to June 17, 1996, the suspension of
operations from June 17, 1996 to September 29, 1996 and the reduced schedule
from September 30, 1996 to December 31, 1997. Such costs consisted of expenses
directly related to the accident and the ensuing extensive FAA review of the
Company's operations including legal fees, payments to the FAA, related
inspection costs and maintenance in excess of normal operating maintenance. In
addition, depreciation on grounded aircraft in 1996 and 1997, rental of
abandoned or idled facilities and costs of personnel idled as a result of the
reduced and suspended operations from May through December 1997 are included in
shutdown and other nonrecurring expenses. Personnel costs include full wages,
salaries and benefits that were provided to idled employees during the reduction
and suspension of operations. The 63.5% decrease in shutdown and other
nonrecurring expenses is primarily due to the resumption of operations in
September 1996 and the related increasing service levels. No significant
shutdown expenses are expected to be incurred going forward.
A summary of such costs is as follows (in thousands):
Year ended December 31
1997 1996
------ -------
Maintenance $15,380 $27,750
Legal and other 6,318 16,181
Depreciation 3,141 11,054
Facilities rental --- 6,114
Wages, salaries and benefits,
excluding maintenance --- 4,895
FAA remediation --- 2,000
------- -------
$24,839 $67,994
======= =======
24
No accrual was provided for costs to be incurred in future periods related
to aircraft depreciation and maintenance and rental costs associated with
temporarily idled facilities as such costs will be recognized as they are
incurred.
Rebranding expenses include costs incurred in 1997 related to the renaming of
the airline. The rebranding expenses emanated from the merger with Airways
Corporation, the parent company of AirTran Airways, Inc., which was announced in
July and consummated in November 1997 and the Company's decision to change the
name of its operating subsidiary to "AirTran Airlines" in September 1997. These
costs primarily include changing the signage, uniforms, information systems and
advertising. No significant rebranding expenses are expected to be incurred
going forward.
Other expenses (income), net includes interest income and interest expense as
well as certain property transactions. Net interest expense increased 21.6% in
1997 due to the issuance of $80.0 million, 10.5% senior notes due 2001 to
refinance previous outstanding debt and due to reduced interest income as a
result of reduced cash available for investment. During 1996, interest expense
exceeded interest income by approximately $14.5 million due to increasing debt
levels attributable to the acquisition of aircraft and the completion of the
issuance of $150.0 million 10.25 % senior notes due 2001. During 1996, the
Company also recognized $13.0 million of income as an arrangement fee for
aircraft transfers, a $2.8 million gain from insurance recovery and a $3.9
million gain on the sale of aircraft.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
For the year ended December 31, 1997, operating activities used $15.6 million
of cash flow. Capital expenditures used $30.3 million primarily for the
acquisition and installation of hush kits and Boeing 717 advanced purchase
deposits. During 1997, the Company generated $3.6 million from the disposal of
property and equipment. The Company also used $11.7 million making
preacquisition advances to Airways Corporation. Financing activities used $9.6
million as a result of $83.1 million in debt payments offset by $72.5 million in
proceeds received from debt issuance.
As of December 31, 1997, the Company had cash and cash equivalents of
approximately $86.0 million compared to $150.0 million in 1996 and working
capital of $25.9 million compared to $168.6 million in 1996. The Company also
had approximately $8.9 million of income tax receivable which it expects to
receive during the second or third quarter of 1998. There can be no assurance
that the Internal Revenue Service will not dispute or delay this refund.
As of December 31, 1997, the Company's operating fleet consisted of 33
McDonnell Douglas DC-9-30 aircraft and 11 Boeing 737-200 aircraft. During 1996,
the Company sold its remaining McDonnell Douglas MD-80 aircraft and DC-9-21
aircraft. The Company currently leases two DC-9-30 aircraft to other carriers
and has seven aircraft being reactivated from non-operating status.
The Company has contracted with Boeing (successor to McDonnell Douglas) for
the purchase of 50 B-717-200 aircraft, at a cost of approximately $1.0 billion
(subject to adjustments for inflation), for delivery in 1999 to 2002.
Approximately $67.2 million of this amount will be paid in progress payments
during 1998 and 1999. The balance of the purchase price after all progress
payments will be paid upon delivery of each aircraft. If the Company exercises
its option to acquire up to an additional 50 B-717-200 aircraft, additional
payments could be required beginning in 1998. The Company expects to finance at
least 80% of the cost of each of these aircraft. Although Boeing has agreed to
provide assistance with respect to the financing of aircraft to be acquired, the
Company will be required to obtain the financing from other sources. The
Company believes that with the assistance to be provided by Boeing, aircraft
related debt financing should be available when needed. There is no assurance
that the Company will be able to obtain sufficient financing on attractive
terms. If it is unable to do so, the Company could be required to modify its
aircraft acquisition plans or to incur higher than anticipated financing costs,
which could have a material adverse effect on the Company's results of
operations and cash flows.
25
The Company's compliance with Stage 3 noise requirements will require
substantial additional capital expenditures over the next two years. By December
31, 1998, 75% of the Company's aircraft must be brought into compliance with
Stage 3 requirements and by December 31, 1999, full compliance is required. The
Company intends to meet its Stage 3 noise requirement obligations by installing
hush kits on Stage 2 aircraft or disposing of Stage 2 aircraft and by acquiring
or leasing Stage 3 aircraft. The Company expects that FAA certified hush kits
will cost approximately $53.6 million for its remaining non-hushed DC-9-30 and
B-737-200 aircraft. Any disposition of Stage 2 aircraft would reduce this
obligation. The Company may be able to finance a portion of the cost of these
hush kits and plans to make the balance of payments on these hush kits out of
its working capital. The Company expects to pay the debt service on such loans
out of cash flow generated from operations during the term of the financing.
The phase-in period for full compliance with Stage 3 (until December 31, 1999)
and the expected terms of financing, if available, should allow the Company to
spread the payments for Stage 3 compliance over a number of years.
As of December 31, 1997, the Company's debt related to asset financing
totaled $100.7 million, with respect to which the Company's aircraft and certain
other equipment are pledged as security. Included in such amount is $80.0
million of the Company's 10.5% senior secured notes due 2001 under which
interest is payable semi-annually. In addition, the Company has $150 million of
10.25 % senior unsecured notes outstanding. The principal balance of the senior
notes is due in 2001 and interest is payable semi-annually. All of the
Company's debt has final maturities ranging from 1998 to 2002 with scheduled
debt payments as follows: 1998--$9.5 million, 1999--$5.7 million, 2000--$4.0
million, 2001--$231.1 million, 2002 --$418,000.
Certain debt bears interest at fixed rates ranging from 5.85% to 13% per
annum and is repayable in consecutive monthly or quarterly installments over a
four- to seven-year period. Certain other notes with an aggregate unpaid
principal balance of approximately $6.3 million as of December 31, 1997 have a
variable rate of interest based on the London interbank offered rate (LIBOR)
plus 1.75% to 3.75%
As a result of the accident and suspension of operations, several class
action suits have been filed by stockholders against the Company and various
officers and directors alleging, among other things, misrepresentations under
applicable securities laws. The plaintiffs seek unspecified damages based upon
the decrease in market value of shares of the Company's stock. Although
management of the Company intends to defend these actions vigorously and
believes that the suits are without merit, any litigation contains elements of
uncertainty and there can be no assurance that the Company will not sustain
material liability under such or related lawsuits.
Numerous lawsuits have also been filed against the Company seeking damages
attributable to the deaths of those on Flight 592, and additional lawsuits are
expected. The Company's insurance carrier has assumed defense of these lawsuits
under a reservation of rights. As all claims are handled independently by the
Company's insurance carrier, the Company cannot reasonably estimate the amount
of liability which might exist. As a result, no accruals for losses or the
related claim for recovery from the Company's insurance carrier have been
reflected in the Company's financial statements. The Company maintains $750
million of liability insurance per occurrence with a major group of independent
insurers that provide facilities for all forms of aviation insurance for many
major airlines. Although the Company believes, based on the information
currently available to it, that such coverage is sufficient to cover claims
associated with this accident and that the insurers have sufficient financial
strength to pay claims, there can be no assurance that the total amount of
judgments and settlements will not exceed the amount of insurance available
therefor or that all damages awarded will be covered by insurance.
The Company's internal computer software and computerized operating systems
were developed in conjunction with the commencement of the Company's business in
1993 and were initially designed to take into consideration the Year 2000 issue.
Nevertheless, the Company has implemented a Year 2000 compliance program to
ensure that the Company's computer systems and applications will perform
properly beyond 1999. In addition to the internal review, the Company has
received assurance from its major computer system vendors that their
applications are Year 2000 compliant. The Company believes that the Year 2000
issue will not pose any significant operational problems. Maintenance or
modification costs associated with making existing changes, if needed, will be
expensed as incurred.
26
The Company's business relies on government agencies and other third parties
(e.g., Department of Transportation, Federal Aviation Administration, airport
authorities, data suppliers). The ability of third parties, upon whom the
Company relies, to adequately address their Year 2000 issues is outside the
Company's control. There can be no assurance that the systems of the third
parties will be modified on a timely basis. The Company's business, financial
condition and results of operations could be materially adversely affected by
the failure of those systems and applications, licensed to or operated for third
parties, or operated by other parties to properly operate on dates beyond 1999.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Not required to be included.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The response to this Item is submitted as a separate section of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this Item is incorporated herein by reference to
the data under the heading "ELECTION OF DIRECTORS" in the Proxy Statement to be
used in connection with the solicitation of proxies for the Company's annual
meeting of Stockholders to be held May 14, 1998, which Proxy Statement is to be
filed with the Commission.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this Item is incorporated herein by reference to
the data under the heading "EXECUTIVE COMPENSATION" in the Proxy Statement to be
used in connection with the solicitation of proxies for the Company's annual
meeting of Stockholders to be held May 14, 1998, which Proxy Statement is to be
filed with the Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this Item is incorporated herein by reference to
the data under the heading "VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF" in
the Proxy Statement to be used in connection with the solicitation of proxies
for the Company's annual meeting of Stockholders to be held May 14, 1998, which
Proxy Statement is to be filed with the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this Item is incorporated herein by reference to
the data under the heading "CERTAIN TRANSACTIONS" in the Proxy Statement to be
used in connection with the solicitation of proxies
27
for the Company's annual meeting of Stockholders to be held May 14, 1998, which
Proxy Statement is to be filed with the Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a)
l. The response to this portion of Item 14 is submitted as a separate
section of this report.
2. The response to this portion of Item 14 is submitted as a separate
section of this report.
3. Filing of Exhibits:
Exhibit 23 - Consent of Independent Auditors
Exhibit 27 - Financial Data Schedule
(b) During fourth quarter 1997, the Registrant filed a current report on
Form 8-K dated as of November 17, 1997, to report the merger of Airways
Corporation with and into the Registrant.
(c) The following exhibits are filed herewith or incorporated by reference as
indicated. Exhibit numbers refer to Item 601 of Regulation S-K.
Exhibit No. and Description
- ---------------------------
3.1 Articles of Incorporation. (1)
3.2 Bylaws. (As amended on November 17, 1997).
4.1 See the Articles of Incorporation filed as Exhibit 3.1 and Bylaws filed as
Exhibit 3.2
4.2 Agreement and Plan of Merger among the Registrant, ValuJet Airlines, Inc.
and VJET Acquisition, Inc. (1)
4.3 Plan of Reorganization and Agreement of Merger dated July 10, 1997,
between ValuJet, Inc. and Airways Corporation. (2)
4.4 Plan of Merger dated July 10, 1997, between ValuJet, Inc. and Airways
Corporation. (2)
4.5 Amendment to Plan of Reorganization and Agreement of Merger between
ValuJet, Inc. and Airways Corporation. (2)
4.6 Amendment to Plan of Merger between ValuJet, Inc. and Airways
Corporation. (2)
4.7 Indenture dated as of April 17, 1996, among the Company, its subsidiaries
and Bank of Montreal Trust Company, as Trustee. (3)
4.8 Exchange and Registration Rights Agreement dated as of April 17, 1996,
between the Company and Goldman, Sachs & Co. (3)
4.9 First Supplemental Indenture dated August 26, 1996, among the Company,
its subsidiaries, Bank of Montreal Trust Company and Fleet National Bank.
4.10 Second Supplemental Indenture dated August 5, 1997, among the Company,
its subsidiaries and State Street Bank and Trust.
4.11 Indenture dated as of August 13, 1997, among the Company, ValuJet
Airlines, Inc., its subsidiaries and The Bank of New York, as
Trustee. (4)
4.12 Registration Rights Agreement dated as of August 13, 1997, among the
Company, ValuJet Airlines, Inc. and UBS Securities, LLC. (4)
10.1 Incentive Stock Option Agreement dated June 1, 1993, between ValuJet
Airlines, Inc. and Lewis H. Jordan. (5)(6)
28
10.2 ValuJet Airlines, Inc. 1993 Incentive Stock Option Plan. (5)(6)
10.3 ValuJet Airlines, Inc. 1994 Stock Option Plan. (5)(6)
10.4 Director Noncompete Agreement dated as of May 18, 1994, between ValuJet
Airlines, Inc. and Don L. Chapman. (5)(6)
10.5 Hush Kit Purchase and Aircraft Modification Contract dated as of
June 1, 1994, between ABS Partnership and ValuJet Airlines, Inc. (7)
10.6 DC-9-32 Hushkit Financing Facility dated December 2, 1994. The
Commission has granted confidential treatment with respect to certain
portions of this Agreement. (8)
10.7 ValuJet Airlines, Inc. 401(k) Plan Adoption Agreement. (8)
10.8 ValuJet Airlines, Inc. 1995 Employee Stock Purchase Plan. (9)
10.9 Purchase Agreement between McDonnell Douglas Corporation and ValuJet
Airlines, Inc. dated December 6, 1995. The Commission has granted
confidential treatment with respect to certain portions of this
Agreement. (10)
10.10 Agreement and Lease of Premises Central Passenger Terminal Complex
Hartsfield Atlanta International Airport. (10)
10.11 Consent Order in the Matter of ValuJet Airlines, Inc. with United States
Department of Transportation, Federal Aviation Administration. (11)
10.12 ValuJet, Inc. 1996 Stock Option Plan. (12)
10.13 Employment letter dated October 28, 1996, between ValuJet Airlines, Inc.
and D. Joseph Corr. (6) (12)
10.14 Code Share Agreement dated September 24, 1997, between AirTran Airways,
Inc. and ValuJet Airlines, Inc. (2)
10.15 Consulting Agreement dated November 17, 1997, between the Company and
Robert L. Priddy. (6)
10.16 Consulting Agreement dated November 17, 1997, between the Company and
Lewis H. Jordan. (6)
10.17 Airways Corporation 1995 Stock Option Plan. (13)
10.18 Airways Corporation 1995 Directors Stock Option Plan. (13)
10.19 Lease of headquarters in Orlando, Florida, dated November 14, 1995. (14)
10.20 Orlando International Lease and Use Agreement. (15)
10.21 Orlando Tradeport Maintenance Hangar Lease Agreement by and between
Greater Orlando Aviation Authority and Page AvJet Corporation dated
December 11, 1989. (16)
10.22 Amendment No. 1 to Orlando Tradeport Maintenance Hangar Lease Agreement
by and between Greater Orlando Aviation Authority and Page AvJet
Corporation dated June 22, 1990. (16)
10.23 Agreement and Second Amendment to Orlando Tradeport Maintenance Hangar
Lease Agreement by and between Greater Orlando Aviation Authority and
AirTran Airways, Inc. dated January 25, 1996. (16)
10.24 Severance Compensation Agreement dated February 18, 1997, between Airways
Corporation and Robert D. Swenson.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
- ---------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-4, registration number 33-95232, filed with the Commission on
August 1, 1995, and amendments thereto.
(2) Incorporated by reference to the Company's Registration Statement Form S-4,
registration number 333-33837, filed with the Commission on August 18,
1997, and amendments thereto.
29
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996, Commission File No. 0-26914, filed
with the Commission on May 3, 1996.
(4) Incorporated by reference to the Company's Registration Statement on Form
S-4, registration number 333-37487, filed with the Commission on October 9,
1997, and amendments thereto.
(5) Incorporated by reference to the Company's Registration Statement on
Form S-1, registration number 33-78856, filed with the Commission on May
12, 1994, and amendments thereto.
(6) Management contract or compensation plan or arrangement required to be
filed as an exhibit to this Report on Form 10-K pursuant to Item 14(c) of
Form 10-K.
(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, Commission File No. 0-24164, filed
with the Commission on August 4, 1994.
(8) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, Commission File No. 0-24164, filed with
the Commission on March 31, 1995, and amendment thereto.
(9) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, Commission File No. 0-24164, filed
with the Commission on August 11, 1995.
(10) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, Commission File No. 0-26914, filed with
the Commission on March 29, 1996.
(11) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, Commission File No. 0-26914, filed
with the Commission on August 14, 1996.
(12) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996, Commission File No. 0-26914, filed with
the Commission on March 31, 1997.
(13) Incorporated by reference to Airways Corporation's Registration Statement
on Form S-4, registration number 33-93104, filed with the Commission.
(14) Incorporated by reference to Form 10-Q of Airways Corporation (Commission
File No. 0-26432) for the quarter ended December 31, 1995.
(15) Incorporated by reference to Form 10-Q of Airways Corporation (Commission
File No. 0-26432) for the quarter ended December 31, 1996.
(16) Incorporated by reference to Form 10-K of Airways Corporation (Commission
File No. 0-26432) for the year ended March 31, 1997.
(d) Financial Statement Schedules - The response to this portion of Item 14
is submitted as a separate section of this Report.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AIRTRAN HOLDINGS, INC.
By: /s/ D. Joseph Corr
----------------------
D. Joseph Corr,
President and
Chief Executive Officer
Date: March 19, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ D. Joseph Corr March 19, 1998
- ----------------------------------------
D. Joseph Corr, President (Chief
Executive Officer) and Director
/s/ David W. Lancelot March 19, 1998
- ----------------------------------------
David W. Lancelot, Controller (Principal
Accounting Officer)
/s/ Don L. Chapman March 19, 1998
- ----------------------------------------
Don L. Chapman, Director
March ___, 1998
- ----------------------------------------
John K. Ellingboe, Director
/s/ Lewis H. Jordan March 19, 1998
- ----------------------------------------
Lewis H. Jordan, Director
/s/ Robert C. Pohlad March 19, 1998
- ----------------------------------------
Robert C. Pohlad, Director
/s/ Robert L. Priddy March 19, 1998
- ----------------------------------------
Robert L. Priddy, Director
March ___, 1998
- ----------------------------------------
Robert D. Swenson, Director
31
EXHIBIT INDEX
-------------
Exhibit No. and Description
- ---------------------------
3.1 Articles of Incorporation. (1)
3.2 Bylaws. (As amended on November 17, 1997).
4.1 See the Articles