SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|||
| For the quarterly period ended March 31, 2003 | ||||
| or | ||||
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-5424
DELTA AIR LINES, INC.
State of Incorporation: Delaware
IRS Employer Identification No.: 58-0218548
P.O. Box 20706, Atlanta, Georgia 30320-6001
Telephone: (404) 715-2600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes [X] No [ ]
Number of shares outstanding by each class of common stock,
as of April 30, 2003:
Common Stock, $1.50 par value -123,363,018 shares outstanding
This document is also available on our web site at http://investor.delta.com/edgar.cfm.
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q (or otherwise made by Delta or on Deltas behalf) which are not historical facts, including statements about Deltas estimates, expectations, beliefs, intentions, projections or strategies for the future, may be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or Deltas present expectations. Factors that could cause these differences include, but are not limited to:
| 1. | the many effects on Delta and the airline industry from the terrorist attacks on the United States on September 11, 2001, including the following: |
| | the adverse impact of the terrorist attacks on the demand for air travel; | ||
| | the change in Deltas operations and higher costs resulting from, and customer reaction to, new airline and airport security directives; | ||
| | the availability and cost of war and terrorism risk and other insurance for Delta; | ||
| | potential declines in the values of the aircraft in Deltas fleet or facilities and related asset impairment charges; |
| 2. | the availability to Delta of financing on commercially reasonable terms, which may be influenced by, among other things, airline bankruptcies, the creditworthiness of the airline industry in general and Delta in particular, and actions by credit rating agencies; | ||
| 3. | military action in Iraq and continued geopolitical uncertainty, including additional terrorist activity; | ||
| 4. | general economic conditions, both in the United States and in our markets outside the United States; | ||
| 5. | the willingness of customers to travel generally, and with Delta specifically, which could be affected by factors such as the Severe Acute Respiratory Syndrome (SARS) outbreak and Deltas and the industrys safety record; | ||
| 6. | competitive factors in our industry, such as airline bankruptcies, the airline pricing environment, the growth of low cost carriers, the ability of other airlines to reduce their costs through bankruptcy or otherwise, international alliances, codesharing programs, capacity decisions by competitors and mergers and acquisitions; | ||
| 7. | outcomes of negotiations on collective bargaining agreements and other labor issues; | ||
| 8. | changes in the availability or cost of aircraft fuel or fuel hedges; |
1
| 9. | our estimated pension funding obligations which are based on various assumptions, including actual market performance of our pension plan assets and future 30-year U.S. Treasury bond yields; | ||
| 10. | disruptions to operations due to adverse weather conditions and air traffic control-related constraints; | ||
| 11. | actions by the United States or foreign governments, including the Federal Aviation Administration and other regulatory agencies; and | ||
| 12. | the outcome of Deltas litigation. |
Caution should be taken not to place undue reliance on Deltas forward-looking statements, which represent Deltas views only as of May 14, 2003, and which Delta has no current intention to update.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(In Millions, Except Share Data)
| March 31, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | ||||||||||
ASSETS |
||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
$ | 1,857 | $ | 1,969 | ||||||
Restricted cash |
153 | 134 | ||||||||
Accounts receivable, net of an allowance for uncollectible accounts of $28 at March 31, 2003 and $33 at December 31, 2002 |
359 | 292 | ||||||||
Income tax receivable |
8 | 319 | ||||||||
Expendable parts and supplies inventories,
net of an allowance for obsolescence of $183 at March 31, 2003 and $183 at December 31, 2002 |
177 | 164 | ||||||||
Deferred income taxes |
746 | 668 | ||||||||
Prepaid expenses and other |
416 | 356 | ||||||||
Total current assets |
3,716 | 3,902 | ||||||||
PROPERTY AND EQUIPMENT: |
||||||||||
Flight equipment |
20,483 | 20,295 | ||||||||
Accumulated depreciation |
(6,127 | ) | (6,109 | ) | ||||||
Flight equipment, net |
14,356 | 14,186 | ||||||||
Flight and ground equipment under capital leases |
439 | 439 | ||||||||
Accumulated amortization |
(307 | ) | (297 | ) | ||||||
Flight and ground equipment under capital leases, net |
132 | 142 | ||||||||
Ground property and equipment |
4,331 | 4,270 | ||||||||
Accumulated depreciation |
(2,287 | ) | (2,206 | ) | ||||||
Ground property and equipment, net |
2,044 | 2,064 | ||||||||
Advance payments for equipment |
103 | 132 | ||||||||
Total property and equipment, net |
16,635 | 16,524 | ||||||||
OTHER ASSETS: |
||||||||||
Investments in associated companies |
157 | 174 | ||||||||
Goodwill |
2,092 | 2,092 | ||||||||
Operating rights and other intangibles, net of accumulated amortization of $174 at March 31, 2003 and $172 at December 31, 2002 |
100 | 102 | ||||||||
Restricted investments for Boston airport terminal project |
391 | 417 | ||||||||
Other noncurrent assets |
1,374 | 1,509 | ||||||||
Total other assets |
4,114 | 4,294 | ||||||||
Total assets |
$ | 24,465 | $ | 24,720 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(In Millions, Except Share Data)
| March 31, | December 31, | |||||||||||
| 2003 | 2002 | |||||||||||
| (Unaudited) | ||||||||||||
LIABILITIES AND SHAREOWNERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Current maturities of long-term debt |
$ | 1,093 | $ | 666 | ||||||||
Current obligations under capital leases |
29 | 27 | ||||||||||
Accounts payable, deferred credits and other accrued liabilities |
1,862 | 1,921 | ||||||||||
Air traffic liability |
1,404 | 1,270 | ||||||||||
Taxes payable |
890 | 862 | ||||||||||
Accrued salaries and related benefits |
1,246 | 1,365 | ||||||||||
Accrued rent |
206 | 344 | ||||||||||
Total current liabilities |
6,730 | 6,455 | ||||||||||
NONCURRENT LIABILITIES: |
||||||||||||
Long-term debt |
9,699 | 9,576 | ||||||||||
Long-term debt issued by Massachusetts Port Authority |
498 | 498 | ||||||||||
Capital leases |
92 | 100 | ||||||||||
Postretirement benefits |
2,276 | 2,282 | ||||||||||
Accrued rent |
710 | 739 | ||||||||||
Pension and related benefits |
3,027 | 3,242 | ||||||||||
Other |
100 | 93 | ||||||||||
Total noncurrent liabilities |
16,402 | 16,530 | ||||||||||
DEFERRED CREDITS: |
||||||||||||
Deferred gains on sale and leaseback transactions |
465 | 478 | ||||||||||
Deferred revenue and other credits |
103 | 100 | ||||||||||
Total deferred credits |
568 | 578 | ||||||||||
COMMITMENTS AND CONTINGENCIES (Notes 3, 5 and 6) |
||||||||||||
EMPLOYEE STOCK OWNERSHIP PLAN
PREFERRED STOCK: |
||||||||||||
Series B ESOP Convertible Preferred Stock, $1.00 par value,
$72.00 stated and liquidation value; 6,001,206 shares issued
and outstanding at March 31, 2003, and 6,065,489 shares
issued and outstanding at December 31, 2002 |
432 | 437 | ||||||||||
Unearned compensation under employee stock ownership plan |
(172 | ) | (173 | ) | ||||||||
Total Employee Stock Ownership Plan Preferred Stock |
260 | 264 | ||||||||||
SHAREOWNERS EQUITY: |
||||||||||||
Common stock, $1.50 par value; 450,000,000 shares authorized;
180,905,045 shares issued at March 31, 2003 and 180,903,373
shares issued at December 31, 2002 |
271 | 271 | ||||||||||
Additional paid-in capital |
3,260 | 3,263 | ||||||||||
Retained earnings |
1,166 | 1,639 | ||||||||||
Accumulated other comprehensive loss |
(1,474 | ) | (1,562 | ) | ||||||||
Treasury stock at cost, 57,545,252 shares at March 31, 2003
and 57,544,168 shares at December 31, 2002 |
(2,718 | ) | (2,718 | ) | ||||||||
Total shareowners equity |
505 | 893 | ||||||||||
Total liabilities and shareowners equity |
$ | 24,465 | $ | 24,720 | ||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
DELTA AIR LINES, INC.
Consolidated Statements of Operations
(Unaudited)
(In Millions, Except Share and Per Share Data)
| Three Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2003 | 2002 | |||||||||||
OPERATING REVENUES: |
||||||||||||
Passenger |
$ | 2,931 | $ | 2,878 | ||||||||
Cargo |
113 | 111 | ||||||||||
Other, net |
111 | 114 | ||||||||||
Total operating revenues |
3,155 | 3,103 | ||||||||||
OPERATING EXPENSES: |
||||||||||||
Salaries and related costs |
1,634 | 1,501 | ||||||||||
Aircraft fuel |
511 | 339 | ||||||||||
Depreciation and amortization |
298 | 281 | ||||||||||
Contracted services |
232 | 263 | ||||||||||
Landing fees and other rents |
218 | 203 | ||||||||||
Aircraft maintenance materials and outside repairs |
144 | 185 | ||||||||||
Aircraft rent |
183 | 178 | ||||||||||
Other selling expenses |
115 | 145 | ||||||||||
Passenger commissions |
55 | 107 | ||||||||||
Passenger service |
80 | 94 | ||||||||||
Restructuring and related items |
43 | 40 | ||||||||||
Other |
177 | 202 | ||||||||||
Total operating expenses |
3,690 | 3,538 | ||||||||||
OPERATING LOSS |
(535 | ) | (435 | ) | ||||||||
OTHER INCOME (EXPENSE): |
||||||||||||
Interest expense |
(171 | ) | (152 | ) | ||||||||
Interest income |
10 | 11 | ||||||||||
Loss on extinguishment of ESOP Notes |
(14 | ) | | |||||||||
Fair value adjustments of SFAS 133 derivatives |
(6 | ) | (28 | ) | ||||||||
Miscellaneous income (expense), net |
(8 | ) | 2 | |||||||||
Total other expense, net |
(189 | ) | (167 | ) | ||||||||
LOSS BEFORE INCOME TAXES |
(724 | ) | (602 | ) | ||||||||
INCOME TAX BENEFIT |
258 | 205 | ||||||||||
NET LOSS |
(466 | ) | (397 | ) | ||||||||
PREFERRED STOCK DIVIDENDS |
(4 | ) | (4 | ) | ||||||||
NET LOSS AVAILABLE TO COMMON
SHAREOWNERS |
$ | (470 | ) | $ | (401 | ) | ||||||
BASIC AND DILUTED LOSS PER SHARE |
$ | (3.81 | ) | $ | (3.25 | ) | ||||||
WEIGHTED AVERAGE SHARES USED IN BASIC AND
DILUTED PER SHARE COMPUTATION |
123,360,418 | 123,244,160 | ||||||||||
DIVIDENDS PER COMMON SHARE |
$ | 0.025 | $ | 0.025 | ||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Millions)
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2003 | 2002 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net loss |
$ | (466 | ) | $ | (397 | ) | ||||
Adjustments
to reconcile net loss to cash (used in) provided by operating activities, net |
(60 | ) | (11 | ) | ||||||
Changes in certain assets and liabilities, net |
361 | 446 | ||||||||
Net
cash (used in) provided by operating activities |
(165 | ) | 38 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Property and equipment additions: |
||||||||||
Flight equipment, including advance payments |
(127 | ) | (704 | ) | ||||||
Ground property and equipment |
(66 | ) | (59 | ) | ||||||
Decrease in restricted investments |
26 | 12 | ||||||||
Proceeds from sale of investments |
| 24 | ||||||||
Other, net |
2 | 9 | ||||||||
Net cash used in investing activities |
(165 | ) | (718 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||
Payments on long-term debt and capital lease obligations |
(207 | ) | (118 | ) | ||||||
Issuance of long-term obligations |
540 | 190 | ||||||||
Payments on notes payable, net |
(18 | ) | (78 | ) | ||||||
Payments on extinguishment of ESOP Notes |
(14 | ) | | |||||||
Other, net |
(83 | ) | (11 | ) | ||||||
Net cash provided by (used in) financing activities |
218 | (17 | ) | |||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS: |
(112 | ) | (697 | ) | ||||||
Cash and cash equivalents at beginning of period |
1,969 | 2,210 | ||||||||
Cash and cash equivalents at end of period |
$ | 1,857 | $ | 1,513 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||||
Cash paid (received) during the period for: |
||||||||||
Interest (net of amounts capitalized) |
$ | 175 | $ | 98 | ||||||
Income taxes, net |
$ | (388 | ) | $ | (479 | ) | ||||
NON-CASH TRANSACTIONS: |
||||||||||
Aircraft delivered under seller-financing |
$ | 226 | $ | 110 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
DELTA AIR LINES, INC.
Statistical Summary
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2003 | 2002 | |||||||
Revenue Passenger Miles (millions) |
22,884 | 23,230 | ||||||
Available Seat Miles (millions) |
33,204 | 33,740 | ||||||
Passenger Mile Yield |
12.81 | ¢ | 12.39 | ¢ | ||||
Operating Revenue Per Available Seat Mile |
9.50 | ¢ | 9.20 | ¢ | ||||
Passenger Revenue Per Available Seat Mile |
8.83 | ¢ | 8.53 | ¢ | ||||
Operating Cost Per Available Seat Mile |
11.11 | ¢ | 10.49 | ¢ | ||||
Passenger Load Factor | ||||||||