Airtran 2007 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... : Investor Relations • 9955 AirTran Blvd. • Orlando, FL 32827. CORPORATE GOVERNANCE : On June 21, 2007, Joseph B. Leonard, Chairman of the Board and Chief Executive Officer of AirTran Holdings, Inc., submitted to the New York Stock Exchange the Annual CEO Certification required by the rules of...

  • Page 3
    ... in Rule 12b-2 of the Exchange Act). The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2007, was approximately $1.0 billion (based on the last reported sale price on the New York Stock Exchange on that date). The number of shares outstanding of...

  • Page 4
    ... 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 21, 2008 and to be filed with the Commission, are incorporated by reference into this Report on Form 10-K. 2

  • Page 5
    ... with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 6
    ... those expressed in the forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date of this report. It is routine for our internal projections and expectations to change as the year or each quarter in the year progress, and...

  • Page 7
    ...). AirTran Airways is one of the largest low cost scheduled airlines in the United States in terms of departures and seats offered. We operate scheduled airline service primarily in short-haul markets in the eastern United States, with a majority of our flights originating and terminating at our hub...

  • Page 8
    ... aircraft, increased range and even lower operating cost per available seat mile flown. The B737 aircraft has allowed us to extend our network to selected cities in the western United States and offers us the ability to expand our international operations to locations in Canada, Mexico, Central...

  • Page 9
    .... We continue to add functionality to www.airtran.com that allows customers to easily book and manage their travel including the ability to retrieve and change future flight reservations, make seat selection and on-line check-in. We also launched new alternate forms of payment, including Bill Me...

  • Page 10
    ... effectively attract and retain business customers. A+ Rewards. Our A+ Rewards frequent flyer program offers a number of ways to earn free travel including the use of the AirTran VISA card, Hertz car rentals, and bonus earnings for business class travel. We believe this program creates strong brand...

  • Page 11
    ...our competitors in these markets and the significant number of both current and potential business and leisure customers. During 2007, we served or have announced service to 52 cities from Atlanta, 29 cities from Orlando, and 14 cities from Baltimore/Washington. Our schedules are designed to provide...

  • Page 12
    ... passenger purchasing a coach ticket could also reserve a coach cabin seat with prices currently $5 to $20 per seat reservation. We also offer our automated frequent flier program known as "A+ Rewards." Our customers may earn either free roundtrip travel or Business Class upgrades on AirTran Airways...

  • Page 13
    .... These systems provide flight schedules and pricing information and allow travel agents to electronically book a flight reservation without contacting our reservations facility. We pay booking fees for the completed transactions made in the GDS systems. We also participate with a number of emerging...

  • Page 14
    ... Note 3 to Consolidated Financial Statements. Subject to market conditions, we may implement fare increases to offset increases in the price of fuel. Due to competitive pressures, the airline industry has frequently been unable to pass on such fuel price increases through higher fares. There can be...

  • Page 15
    ...the ticket counter, gate and baggage service office) and under-wing services combined. Using AirTran employees we conduct complete ground handling services at 33 airports, including Atlanta. At other airports, the operations not conducted by our employees are contracted to other air carriers, ground...

  • Page 16
    ... air carrier access to jet fuel was subject to allocation regulations promulgated by the Department of Energy. We are also subject to state and local laws and regulations at locations where we operate and the regulations of various local authorities that operate the airports we serve. Our operations...

  • Page 17
    ... general adverse economic and market industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments; limit our flexibility in planning for, or reacting to, changes in our business and the industry in...

  • Page 18
    ... take advantage of new business opportunities. This may affect our ability to generate revenues and make profits. Our failure to comply with the covenants and restrictions contained in our indentures and other financing agreements could lead to a default under the terms of those agreements. If such...

  • Page 19
    ... of specified events, including material adverse changes in our financial condition, or if the processor reasonably believes we will be unable to perform our obligations. As of December 31, 2007, we were in compliance with the terms of our credit card agreements and had holdbacks with only two...

  • Page 20
    ... of traffic and deliver important flight information. Substantial or repeated website, reservations systems or telecommunication systems failures could reduce the attractiveness of services and could cause customers to purchase tickets from another airline. Any internal technology error or failure...

  • Page 21
    ... public contact (at the ticket counter, gate and baggage service office) and under-wing services combined. Operations not conducted by our employees are contracted to other air carriers, ground handling companies or fixed-base operators with such operations overseen by our employees. Our reliance on...

  • Page 22
    ... and/or transfer of airline routes or takeoff and landing slots. Also, the availability of international routes to United States carriers is regulated by treaties and related agreements between the United States and foreign governments that may be amended from time to time, or because appropriate...

  • Page 23
    ...elements of airline and airport security are now overseen and performed by federal employees, including federal security managers, federal law enforcement officers, federal air marshals and federal security screeners. Among other matters, the law mandates improved flight deck security, deployment of...

  • Page 24
    ... price of fuel, and intense competition, the airline industry experienced record financial losses. In response to the adverse financial results the airline industry has experienced, airlines have taken actions in an effort to reduce losses by, reducing employee headcount, limiting service offerings...

  • Page 25
    ... as to our future financial performance or changes in financial estimates of securities analysts; success of our operating and growth strategies; investor anticipation of competitive and industry threats, whether or not warranted by actual events; operating and stock price performance of other...

  • Page 26
    ... contractual obligations and the timing thereof; diversion of management's attention from ongoing business concerns; the possibility of tax costs or inefficiencies associated with the integration of the operations; the possible need to modify internal controls over financial reporting in order to...

  • Page 27
    ... our costs, we may slow our growth, including the sale, lease or sublease of certain numbers of our aircraft. As of December 31, 2007, all of our owned aircraft were encumbered under debt agreements. For information concerning the estimated useful lives, residual values, lease terms, operating rent...

  • Page 28
    ...Hartsfield-Jackson Atlanta International Airport. This lease covers use of 22 gates and expires in September 2010. We also have signatory status at several other airports. The current lease at Orlando International Airport, which expires in September 2008, previously included six gates and increased...

  • Page 29
    ...SECURITIES Market Information Our common stock, $.001 par value per share, is traded on the New York Stock Exchange under the symbol "AAI." The following table sets forth the reported high and low sale prices for our common stock for each quarterly period during 2007 and 2006: 2007 Quarter High Low...

  • Page 30
    ...an aircraft flown is operated in revenue service (11) Includes non-operating expenses of $10.7 million related to costs associated with the proposed acquisition of Midwest Air Group, Inc. (Midwest), including exchange offer expenses consisting primarily of fees for attorneys, accountants, investment...

  • Page 31
    ... scheduled flights per day to 56 locations in the United States. We offer very competitive fares by concentrating on keeping our unit costs low. A key to our success is the enthusiasm and skill of the AirTran employees. During 2007, we continued our track record of operating profitably. We reported...

  • Page 32
    ... non-fuel unit operating cost, as we reduced non-fuel operating cost per available seat mile for the sixth consecutive year; Took delivery of ten new B737 aircraft; Secured financing for nine of our ten aircraft deliveries scheduled for 2008; Arranged new financing for aircraft pre-delivery deposits...

  • Page 33
    ... attributable primarily to increases in change and cancellation fees, direct booking fees and sales of frequent flyer credits. Operating Expenses Our operating expenses for the year ended December 31, 2007 increased $320.8 million (17.3 percent) but decreased 1.7 percent on an operating cost per ASM...

  • Page 34
    ... to a reduction in promotional costs. Aircraft insurance and security services decreased 28.6 percent on a cost per ASM basis. While the addition of ten new Boeing aircraft to our fleet during the year ended December 31, 2007 increased our total insured hull value and related insurance premiums, the...

  • Page 35
    ... 2005 Percent Increase (Decrease) Aircraft fuel ...Salaries, wages and benefits ...Aircraft rent ...Maintenance, materials and repairs...Landing fees and other rents...Distribution...Marketing and advertising...Aircraft insurance and security services ...Depreciation ...Other operating...Total CASM...

  • Page 36
    ... to this barter transaction. Aircraft insurance and security services decreased 6.7 percent on a cost per ASM basis. While the addition of 22 new Boeing aircraft to our fleet during the year ended December 31, 2006 increased our total insured hull value and related insurance premiums, the decrease...

  • Page 37
    ... ticket sales, which are recorded in air traffic liability, fluctuate seasonally and also provide cash as AirTran grows and consequently receives additional cash for future travel. During 2007, our air traffic liability balance increased $64.3 million contributing to net cash provided by operating...

  • Page 38
    ... under operating leases. The additional 13 B737 aircraft deliveries in 2006 were purchased and financed with debt. As of December 31, 2007, we had on order 63 B737 aircraft. The table below summarizes all aircraft scheduled for delivery: Firm Aircraft Deliveries B737 2008 ...2009 ...2010 ...2011...

  • Page 39
    ...'s ability to utilize NOLs if it experiences an "ownership change." In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an...

  • Page 40
    ... term. We have not consolidated the related trusts because even taking into consideration these purchase options, we are not the primary beneficiary based on our cash flow analysis. Critical Accounting Policies and Estimates General. The discussion and analysis of our financial condition and results...

  • Page 41
    ... on points earned and redeemed, changes in the estimated incremental costs, and changes in the A+ Rewards Program. We also sell points in our A+ Rewards Program to third parties, such as credit card companies, internet service providers and car rental agencies. Revenue from the sale of points is...

  • Page 42
    .... The accounting for derivative financial instruments may result in increased and unanticipated earnings volatility. Additionally, SFAS 133 does not require that companies account for similar transactions in a similar manner; consequently, one airline may account for the changes in the fair value of...

  • Page 43
    ... point decrease in interest rates, was approximately $10.4 million as of December 31, 2007, and approximately $13.4 million as of December 31, 2006. Aviation Fuel Our results of operations can be significantly impacted by changes in the price and availability of aircraft fuel. Aircraft fuel expense...

  • Page 44
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements and Supplementary Data Page AirTran Holdings, Inc. Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations- Years ended December 31, 2007, 2006, and 2005 Consolidated Balance ...

  • Page 45
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AirTran Holdings, Inc. We have audited the accompanying consolidated balance sheets of AirTran Holdings, Inc. (the "Company") as of December 31, 2007 and 2006, and the related consolidated statements ...

  • Page 46
    ... ...Cargo...Total operating revenues ...Operating Expenses: Aircraft fuel ...Salaries, wages and benefits ...Aircraft rent ...Maintenance, materials and repairs...Distribution...Landing fees and other rents...Aircraft insurance and security services ...Marketing and advertising...Depreciation and...

  • Page 47
    AirTran Holdings, Inc. Consolidated Balance Sheets (In thousands, except per share data) December 31, 2007 2006 ASSETS Current Assets: Cash and cash equivalents...Restricted cash...Short-term investments ...Accounts receivable, less allowance of $1,128 and $1,180 at December 31, 2007 and 2006, ...

  • Page 48
    ...Long-term debt ...Other liabilities ...Deferred income taxes...Derivative financial instruments ...Commitments and Contingencies Stockholders' Equity: Preferred stock, $.01 par value per share, 5,000 shares authorized, no shares issued or outstanding...Common stock, $.001 par value per share, 1,000...

  • Page 49
    ...of aircraft...Midwest exchange offer expenses ...Net cash used for investing activities ...Financing activities: Issuance of long-term debt ...Payments on long-term debt and capital lease obligations ...Debt issuance costs ...Proceeds from exercise of stock options, employee stock purchase plans and...

  • Page 50
    ... of postemployment expense to earnings, net of income taxes of $0.6 million ...Total comprehensive income ...Issuance of common stock for exercise of options ...Stock-based compensation...Issuance of common stock under employee stock purchase plan ...Balance at December 31, 2007 ...951 305...

  • Page 51
    ... have been eliminated in consolidation. Business We offer scheduled airline services, using Boeing B717-200 (B717) and Boeing B737-700 (B737) aircraft, to 55 locations, primarily in short-haul markets in the eastern United States. Air travel tends to be seasonal. The second quarter tends to be our...

  • Page 52
    ... at cost using the first-in, first-out method. These items are charged to expense when used. Allowances for obsolescence are provided over the estimated useful life of the related aircraft and engines for spare parts expected to be on hand at the date aircraft are retired from service. Property...

  • Page 53
    ... on points earned and redeemed, changes in the estimated incremental costs, and changes in the A+ Rewards Program. We also sell points in our A+ Rewards Program to third parties, such as credit card companies, internet service providers and car rental agencies. Revenue from the sale of points is...

  • Page 54
    ... 1, 2008, we have not yet elected the fair value option for any items permitted under SFAS 159. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised 2007) (SFAS 141R), Business Combinations. SFAS 141R will change the accounting for business combinations...

  • Page 55
    ... under operating leases. The additional 13 B737 aircraft deliveries in 2006 were purchased and financed with debt. As of December 31, 2007, we had on order 63 B737 aircraft. The table below summarizes all aircraft scheduled for delivery: Firm Aircraft Deliveries B737 2008 ...2009 ...2010 ...2011...

  • Page 56
    ... with organizations that process credit card transactions arising from purchases of air travel by customers of AirTran Airways. Our agreement with the MasterCard/Visa processor expires December 31, 2008. Our other credit card processing agreements generally have no fixed term but are terminable...

  • Page 57
    ... are based on quoted market prices, if available, or are estimated using discounted cash flow analyses, based on current incremental borrowing rates for similar types of borrowing arrangements. The financial statement carrying amounts and estimated fair values of long-term debt and capital leases...

  • Page 58
    ...pay a fixed rate per gallon and receive the monthly average price of Gulf Coast jet fuel. The fuel related option arrangements include collars, purchased call options and sold call options. Depending on market conditions at the time a derivative contract is entered into, we use jet fuel, heating oil...

  • Page 59
    ...Earnings from OCI 2006 $ - $ - Interest rate swaps ...Jet fuel swaps and options Derivative liability Derivative asset Derivatives not Designated as Hedges 2007 $ Fuel expense Fuel... financial reporting purposes if the amounts are net settled with a counterparty. If a sold call and a collar relate...

  • Page 60
    ... to fail to meet their obligations. The credit exposure related to these financial instruments is represented by the fair value of contracts reported as assets. To manage credit risk, we select and periodically review counterparties based on credit ratings. We are required to provide the...

  • Page 61
    ... of long-term debt for the next five years and thereafter, in aggregate, are (in thousands): 2008-$98,635; 2009$83,329; 2010-$57,504; 2011-$61,374; 2012-$57,735; thereafter-$686,361. As of December 31, 2007, the aggregate net book value of assets (primarily flight equipment) which serves as...

  • Page 62
    ... into account the occurrence of certain events that would result in an adjustment of the conversion rate with respect to our common stock). Upon any such repurchase, it is our policy to pay the repurchase price in cash. Aircraft Notes Payable Principal and interest payments on the enhanced equipment...

  • Page 63
    ...) $ 17,391 The following schedule outlines the future minimum lease payments at December 31, 2007, under non-cancelable operating leases and capital leases with initial terms in excess of one year (in thousands): Capital Leases Operating Leases 2008...2009...2010...2011...2012...Thereafter...Total...

  • Page 64
    ... value of the aircraft. This is the case in the majority of our aircraft leases; however we have two aircraft leases that contain fixed-price purchase options that allow us to purchase the aircraft at predetermined prices on specified dates during the lease term. We have not consolidated the related...

  • Page 65
    ... grant of options to officers, directors and key employees to purchase up to 4.8 million shares of common stock at prices not less than the fair value of the shares on the dates of grant. Our 2002 Long-term Incentive Plan, 1996 Stock Option Plan and 1994 Stock Option Plan authorized up to 5 million...

  • Page 66
    ...stock option awards granted prior to January 1, 2006, but for which the vesting period is not complete, must be accounted for on a prospective basis with the related cost being recognized in the financial statements beginning with the first quarter of 2006 using the grant date fair values previously...

  • Page 67
    ... granted to certain of our officers, directors and key employees pursuant to our 2002 LongTerm Incentive Plan. Restricted stock awards are grants of shares of our common stock which typically vest over time and are valued at the fair market value of our publicly traded stock on the date of issuance...

  • Page 68
    ... 2005, was $9.10, $15.16, and $11.14, respectively. Unvested restricted stock awards are not included in the number of outstanding common shares. Upon vesting, the shares are included in the number of outstanding common shares. The total fair value of shares vested during the years ended December 31...

  • Page 69
    ... $ 1,350 We are subject to taxation in the United States and various state jurisdictions. Our tax years for 1996 through 2007 are subject to examination by the Internal Revenue Service. The total amount of unrecognized tax benefits and related penalties and interest is not material as of December...

  • Page 70
    ... our 1995 Employee Stock Purchase Plan, employees who complete 12 months of service are eligible to make periodic purchases of our common stock at up to a 15 percent discount from the market value on the offering date. The Board of Directors determines the discount rate, which was increased to 10...

  • Page 71
    ... the exchange offer, and consisted primarily of fees for attorneys, accountants, investment bankers, travel and other related charges. The results of the third quarter of 2006 include expense of $1.4 million, net of tax, related to a change in estimated volume of travel exchanged in connection...

  • Page 72
    ... in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements...

  • Page 73
    ... of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly...

  • Page 74
    ... applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Code of Ethics The information required by this Item is incorporated herein by reference to our 2008 Proxy Statement. Audit Committee Financial Expert The information required by this Item is incorporated herein by...

  • Page 75
    ... 1996 Stock Option Plans and our 2002 Long-Term Incentive Plan. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 13. The information required by this Item is incorporated herein by reference to our 2008 Proxy Statement. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES...

  • Page 76
    ... Complex Hartsfield Atlanta International Airport (5) 1996 Stock Option Plan (3)(6) Airways Corporation 1995 Stock Option Plan (3)(8) Airways Corporation 1995 Directors Stock Option Plan (3)(8) Lease of headquarters in Orlando, Florida, dated November 14, 1995 (9) Orlando International Lease and Use...

  • Page 77
    ... Term Incentive Plan (17) Loan Agreement, dated as of August 31, 2005, by and among AirTran Airways, Inc. ("AirTran"), as Borrower, The Parties Identified in Schedule 1 thereto as Lenders, as Lenders, and The Royal Bank of Scotland plc, New York Brach ("RBS"), as Security Agent (20) Credit Agreement...

  • Page 78
    ... Bank of Scotland Plc New York Branch, as Security Agent (24) Third Amended and Restated Long-Term Incentive Plan, Amended and Restated March 28, 2007 (25) Loan Agreement, dated as of February 12, 2007, by and among AirTran, as Borrowers, The Parties Identified in Schedule 1 thereto, as Lenders, and...

  • Page 79
    ... to the Company's Annual Report on Form 10-Q for the quarter ending September 30, 2006, (Commission File No. 1-15991), filed with the Commission on November 1, 2006. Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (Commission File...

  • Page 80
    ... by the undersigned, thereunto duly authorized. AIRTRAN HOLDINGS, INC. (Registrant) By: /s/ Robert L. Fornaro Robert L. Fornaro President and Chief Executive Officer Date: January 31, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the...

  • Page 81
    ... Complex Hartsfield Atlanta International Airport (5) 1996 Stock Option Plan (3)(6) Airways Corporation 1995 Stock Option Plan (3)(8) Airways Corporation 1995 Directors Stock Option Plan (3)(8) Lease of headquarters in Orlando, Florida, dated November 14, 1995 (9) Orlando International Lease and Use...

  • Page 82
    ... Term Incentive Plan (17) Loan Agreement, dated as of August 31, 2005, by and among AirTran Airways, Inc. ("AirTran"), as Borrower, The Parties Identified in Schedule 1 thereto as Lenders, as Lenders, and The Royal Bank of Scotland plc, New York Brach ("RBS"), as Security Agent (20) Credit Agreement...

  • Page 83
    ... Bank of Scotland Plc New York Branch, as Security Agent (24) Third Amended and Restated Long-Term Incentive Plan, Amended and Restated March 28, 2007 (25) Loan Agreement, dated as of February 12, 2007, by and among AirTran, as Borrowers, The Parties Identified in Schedule 1 thereto, as Lenders, and...

  • Page 84
    ... File No. 026432) for the quarter ended December 31, 1996. (11) Incorporated by reference to the Annual Report on Form 10-K of Airways Corporation (Commission File No. 026432) for the year ended March 31, 1997. (12) Incorporated by reference to the Company's Annual Report on Form 10-K for the year...

  • Page 85
    ... 2008, with respect to the Consolidated Financial Statements of AirTran Holdings, Inc. and the effectiveness of internal control over financial reporting of AirTran Holdings, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2007. Orlando, Florida January 31, 2008 79

  • Page 86
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have...

  • Page 87
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have...

  • Page 88
    ...78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AirTran Holdings, Inc. Date: January 31, 2008 By: /s/ Robert L. Fornaro Robert L. Fornaro President and Chief Executive Officer By: /s/ Stanley J. Gadek...

  • Page 89
    ..., Code of Conduct and Ethics and the charters for our Audit, Compensation and Corporate Governance Committees are available free of charge on our website, airtran.com, or upon request by writing to: AirTran Holdings, Inc. Attn: Investor Relations 9955 AirTran Boulevard Orlando, Florida 32827 83

  • Page 90
    84100% alternative fiber supply. Inside pages are produced from

  • Page 91
    ...Biloxi New Orleans Pensacola Daytona Beach Orlando Tampa Sarasota /Bradenton Ft.Myers West Palm Beach Ft.Lauderdale Miami San Antonio Houston (Hobby) For schedules, go to airtran.com. Effective June 11, 2008 Routes and cities subject to change without notice. Some nonstop routes indicated operate...

  • Page 92
    AirTran Holdings, Inc. AirTran.com