SkyWest Airlines 2006 Annual Report Download

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Table of contents

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    ...that we completed late in 2005, and successfully deal with the challenges associated on the acquisition. During the year ended December 31, 2006, we acquired 24 new regional jet aircraft consisting of 15 CRJ700's and 9 CRJ900's that we added to our SkyWest Airlines operations. Additionally, we added...

  • Page 4
    ... purchase agreement with Delta. Additionally, we continue to identify and develop opportunities that will continue to add shareholder value, allow us to be an employer of choice and offer the highest quality of service to our customers. Sincerely, Jerry C. Atkin Chairman and Chief Executive Officer

  • Page 5
    ...Inc.; Frontier Airlines, Inc.; Great Lakes Aviation Ltd.; Japan Airlines Corp - ADR; JetBlue Airways Corp.; MAIR Holdings, Inc.; Mesa Air Group, Inc.; Northwest Airlines Corp.; Pinnacle Airlines Corp.; Republic Airways Holdings Inc.; River Hawk Aviation Inc.; Ryanair Holdings PLC - ADR; SkyWest, Inc...

  • Page 6
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  • Page 7
    ... December 31, 2006 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 No. 0-14719 SKYWEST, INC. Incorporated under the Laws of Utah 87-0292166 (IRS Employer ID No.) 444 South River Road St. George, Utah...

  • Page 8
    ... Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners...

  • Page 9
    ...; • competitive practices in the airline industry, including significant fare-restructuring activities, capacity reductions and bankruptcy and other airline restructurings by major and regional carriers, including Delta Air Lines ("Delta") and United Air Lines ("United"); • global and national...

  • Page 10
    ... for growth through our two geographically-focused regional airline platforms - SkyWest Airlines in the Western United States and ASA in the Eastern United States. We now provide the vast majority of regional airline service for Delta in Atlanta, its most important eastern hub, and Salt Lake City...

  • Page 11
    ...scheduled departures as of December 31, 2006, of which approximately 1,200 were United Express flights and approximately 400 were Delta Connection flights. SkyWest Airlines' operations are conducted from hubs located in Chicago (O'Hare), Denver, Los Angeles, San Francisco and Salt Lake City. SkyWest...

  • Page 12
    ... place restrictions on the number and size of aircraft, or the amount of flight activity, that can be operated by major airlines' regional airline contractors such as ASA and SkyWest Airlines. Greater liberalization of scope clauses generally creates more business opportunities for regional airlines...

  • Page 13
    ... to on-time arrival and departure statistics, cancellation of flights, baggage handling performance and the overall image of the regional airline as a whole. The principal competitive factors on pro-rate flying include fare pricing, customer service, routes served, flight schedules, aircraft types...

  • Page 14
    ...major airline's two-letter flight designator codes to identify the regional airline's flights and fares in the central reservation systems, to paint its aircraft with the colors and/or logos of its code-share partner and to market and advertise its status as a carrier for the code-share partner. For...

  • Page 15
    ...authorize Delta and United to identify our flights and fares under their two-letter flight designator codes ("DL" and "UA") in the central reservation systems, and authorize us to paint our aircraft with their colors and logos and to market our status as The Delta Connection or United Express. Under...

  • Page 16
    ... per completed flight block hour, subject to annual escalation at an agreed rate. Costs directly reimbursed by Delta under the SkyWest Airlines Delta Connection Agreement include costs related to fuel, ground handling, and aircraft maintenance and ownership. The SkyWest Airlines Delta Connection...

  • Page 17
    ... July 31, 2003. As of December 31, 2006, SkyWest Airlines operated 52 CRJ700s, 66 CRJ200s and 48 Brasilia turboprops under the United Express Agreement, flying a total of approximately 1,200 United Express flights per day between Chicago (O'Hare), Denver, Los Angeles, San Francisco, Portland and 11

  • Page 18
    ... air fares, cargo rates, mail charges and other revenues associated with each flight. In exchange for providing the designated number of flights and performing SkyWest Airlines' obligations under the United Express Agreement, SkyWest Airlines receives from United compensation (subject to an annual...

  • Page 19
    .... As of December 31, 2006, SkyWest Airlines and ASA scheduled the following daily flights as Delta Connection carriers: 674 flights to or from Hartsfield-Jackson Atlanta International Airport, 478 flights to or from Salt Lake City International Airport, 46 flights to or from Cincinnati/Northern...

  • Page 20
    ... employed 8,792 full-time equivalent employees consisting of 3,799 pilots and flight attendants, 3,562 customer service personnel, 972 mechanics and other maintenance personnel, and 459 administration and support personnel. None of these employees are currently represented by a union. We are aware...

  • Page 21
    ...time equivalent employees consisting of 2,376 pilots and flight attendants, 2,135 customer service personnel, 853 mechanics and other maintenance personnel, and 294 administration and support personnel. Three of ASA's employee groups are represented by unions. ASA's pilots are represented by the Air...

  • Page 22
    ... code-share partners, include: aircraft security and surveillance, positive bag matching procedures, enhanced passenger and baggage screening and search procedures, and securing of cockpit doors. We are committed to complying with future safety and security requirements. Insurance SkyWest Airlines...

  • Page 23
    ... on-time arrivals. We currently use Delta's and United's systems, facilities and services to support a significant portion of our operations, including airport and terminal facilities and operations, information technology support, ticketing and reservations, scheduling, dispatching, fuel purchasing...

  • Page 24
    ... has been confirmed in the United bankruptcy proceedings, there is no assurance that United will be able to operate successfully under the terms of its confirmed plan. In light of the importance of our code-share agreements with Delta and United to our business, the termination of these...

  • Page 25
    ... certain benefits to us in order to obtain additional aircraft, or for other reasons. Furthermore, the troubled financial condition, bankruptcies and restructurings of Delta and United may reduce the growth of regional flying within their flight systems. Given the troubled nature of the airline...

  • Page 26
    ..., our growth is restricted in Atlanta, Cincinnati, New York (John F. Kennedy International Airport), Orlando and Salt Lake City. Under SkyWest Airlines' United Express Agreement, growth is restricted in Chicago (O'Hare International Airport), Denver, Los Angeles, San Francisco, Seattle/Tacoma and...

  • Page 27
    ... even allow Delta, United or Midwest to terminate their respective code-share agreements. We may be unable to obtain all of the aircraft, engines, parts or related maintenance and support services we require, which could have a material adverse impact on our business. We rely on a limited number of...

  • Page 28
    ...particular, caused severe disruption to air travel in the affected areas and adversely affected airlines operating in the region, including ASA. We operate a significant number of flights to and from airports with particular weather difficulties, including Atlanta, Salt Lake City, Chicago and Denver...

  • Page 29
    ... code-share partners of major airlines, but we also face competition from low-cost carriers and major airlines on many of our routes. Low-cost carriers such as Southwest, JetBlue, US Airways, Frontier, and AirTran, among others, operate at many of our hubs, resulting in significant price competition...

  • Page 30
    ..., the operations and financial performance of the airline industry. The price of aircraft fuel is unpredictable and increased significantly during much of 2006. Higher fuel prices may lead to higher airfares, which would tend to decrease the passenger load of our code-share partners. In the long...

  • Page 31
    ... of the following types of aircraft: Aircraft Type Number of Owned Aircraft Number of Leased Aircraft Passenger Capacity Scheduled Flight Range (miles) Average Cruising Speed (mph) Average Age (years) CRJ200s...CRJ700s...CRJ900s...Brasilia Turboprops . ATR-72 Turboprops ... 81 47 - 14 - 154 45...

  • Page 32
    ... operation of a Bombardier Regional Jet impractical. As of December 31, 2006, SkyWest Airlines operated 62 Brasilia turboprops out of Los Angeles, San Francisco, Salt Lake City, Seattle/Tacoma and Portland. SkyWest Airlines' Brasilia turboprops are generally used in its California markets, which are...

  • Page 33
    ... personnel. Other airlines, including Delta and United, provide ticket handling and/or ground support services for SkyWest Airlines in 54 of the 133 airports to which SkyWest Airlines flies. • We own the corporate headquarters facilities of SkyWest and SkyWest Airlines, located in St. George...

  • Page 34
    ... facility located near the Hartsfield-Jackson Atlanta International Airport. • ASA leases smaller aircraft line maintenance facilities in Atlanta, Georgia; Salt Lake City, Utah; Columbia, South Carolina; Fort Walton Beach, Florida; Montgomery, Alabama; Cincinnati, Ohio, Los Angeles, California...

  • Page 35
    ... our common stock is Zions First National Bank, Salt Lake City, Utah. Dividends During 2006 and 2005, our Board of Directors declared regular quarterly dividends of $0.03 per share. On November 8, 2006, our Board of Directors declared a regular quarterly cash dividend of $0.03 per share payable to...

  • Page 36
    ... revenue and expenses generated by the ASA acquisition. Selected Operating Data 2006 2005 Year Ended December 31, 2004 2003 2002 Block hours ...Departures...Passengers carried ...Revenue passenger miles (000) ...Available seat miles (000)...Passenger load factor...Passenger break-even load...

  • Page 37
    ... and expenses. "Yield per passenger mile" represents the average amount one passenger pays to fly one mile. "Passenger revenue per available seat mile" represents passenger revenue divided by available seat miles. "Operating cost per available seat mile" represents operating expenses plus interest...

  • Page 38
    ...Portland, Seattle/Tacoma, San Francisco and additional Los Angeles markets. In 2004, SkyWest Airlines expanded its United Express operations to provide service in Chicago. As of December 31, 2006, SkyWest Airlines operated as a Delta Connection carrier in Salt Lake City, and a United Express carrier...

  • Page 39
    ...-rate flights, we control scheduling, ticketing, pricing and seat inventories and receive a pro-rated portion of passenger fares. Since August 1, 2003, all of our CRJ flights have been contract flights. For the year ended December 31, 2006, essentially all of our Brasilia turboprops flown for Delta...

  • Page 40
    ... handling revenues are recognized when service is provided. Under our contract and pro-rate flying agreements with our code-share partners, revenue is considered earned when the flight is completed. In the event that our contractual rates have not been finalized at quarterly or annual financial...

  • Page 41
    ... of restricted stock to our employees under the 2006 Incentive Plan. The restricted stock has a three-year vesting period, during which the recipient must remain employed with SkyWest or one of our subsidiaries. Additionally, we granted 12,600 fully vested shares of restricted stock to our directors...

  • Page 42
    ...2005, to 410 aircraft as of December 31, 2006. On September 7, 2005, the date we acquired ASA, ASA's fleet consisted of 149 aircraft (35 CRJ700s, 102 CRJ200s and 12 ATRs). Additionally, during the year ended December 31, 2006, we took delivery of 9 CRJ900s, 15 CRJ 700s and 6 CRJ200s. Net Income. Net...

  • Page 43
    ..., 2006 increased approximately 7.2% from the same period of 2005. The increase was primarily related to additional cities SkyWest Airlines was awarded ground handling contracts from our major partners, whereby, SkyWest Airlines performs the ground handling for other regional airlines. Total Airline...

  • Page 44
    ...required for the new regional jet flying and due to the addition of personnel required for new cities added to our ground handling service contracts. The cost per ASM for aircraft costs, including aircraft rent and depreciation, decreased to 2.3¢ for the year ended December 31, 2006, from 2.6¢ for...

  • Page 45
    ...acquired ASA, ASA's fleet consisted of 149 aircraft (35 CRJ700s, 102 CRJ200s and 12 ATRs). In addition to the aircraft acquired in connection with the acquisition of ASA, we took delivery of 30 CRJ 700s and two CRJ200s during the year ended December 31, 2005. Net Income. Net income increased to $112...

  • Page 46
    .... The increase was primarily related to contracts with our major partners, whereby, SkyWest Airlines performs ground handling services for other regional airlines. Total Airline Expenses Excluding Fuel. Total airline expenses for the year ended December 31, 2005, excluding fuel charges (which are...

  • Page 47
    ... 31, 2005 and December 31, 2004. Under our United Express Agreement, specific amounts are included in the rates and charges for mature maintenance on regional jet engines that we record as revenue. However, consistent with the direct expense maintenance policy, we record maintenance expense on...

  • Page 48
    ...of common stock at a price of $26.05 per share on April 17, 2006. We received approximately $95.4 million in net proceeds from the offering which were used to pay off two revolving lines of credit, to provide working capital and for general corporate purposes. During 2005, SkyWest Airlines increased...

  • Page 49
    ... related to the acquisition of Brasilia turboprop, CRJ200 and CRJ700 aircraft and $7.0 million related to our corporate office building. The average effective rate on the debt related to the Brasilia turboprop and CRJ aircraft was approximately 6.6% at December 31, 2006. Seasonality Our results of...

  • Page 50
    ... the economic risk of fuel price fluctuations on our United Express flights. On our Delta Connection regional jet flights, Delta has agreed to bear the economic risk of fuel price fluctuations. On the majority of our Delta Connection routes flown using Brasilia turboprops, we are required to bear...

  • Page 51
    ... with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of SkyWest, Inc.'s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring...

  • Page 52
    SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) ASSETS December 31, 2006 December 31, 2005 CURRENT ASSETS: Cash and cash equivalents ...Marketable securities ...Restricted cash ...Income tax receivable ...Receivables, net ...Inventories, net...Prepaid aircraft ...

  • Page 53
    ... CONSOLIDATED BALANCE SHEETS (Continued) (Dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY December 31, 2006 December 31, 2005 CURRENT LIABILITIES: Current maturities of long-term debt ...Accounts payable ...Line of credit ...Accrued salaries, wages and benefits ...Accrued aircraft rents...

  • Page 54
    ... INCOME (In thousands, except per share amounts) 2006 Year Ended December 31, 2005 2004 OPERATING REVENUES: Passenger...Ground handling and other ...Total operating revenues ...OPERATING EXPENSES: Flying operations ...Customer service ...Maintenance ...Depreciation and amortization ...General and...

  • Page 55
    ... common stock, net of offering costs and underwriting discount of $8,864 ...Exercise of common stock options ...Sale of common stock under employee stock purchase plan...Stock based compensation expense related to the issuance of stock options and the employee stock purchase plan...Tax benefit from...

  • Page 56
    ...gain) on sale of property and equipment ...Loss on sale of marketable securities ...Decrease in allowance for doubtful accounts ...Net increase in deferred income taxes...Tax benefit from exercise of common stock options ...Amortization of deferred aircraft credits ...Changes in operating assets and...

  • Page 57
    ... provide service in Chicago. As of December 31, 2006, SkyWest Airlines operated approximately 1,600 total daily flights as a Delta Connection carrier in Salt Lake City, and a United Express carrier in Chicago (O'Hare), Denver, Los Angeles, San Francisco, Portland and Seattle/Tacoma. SkyWest Airlines...

  • Page 58
    ....8 million of cash as restricted cash as required by the Company's workers' compensation policy and includes $5.0 million in escrow from purchase of ASA and classified it accordingly in the consolidated balance sheets as of December 31, 2006 and 2005, respectively. Marketable Securities The Company...

  • Page 59
    ..., 2005 and 2004, the Company capitalized interest costs of approximately $592,000, $2,833,000, and $3,397,000, respectively. Maintenance The Company operates under an FAA-approved continuous inspection and maintenance program. The Company uses the direct expense method of accounting for its regional...

  • Page 60
    ... handling revenues are recognized when service is provided. Under the Company's contract and pro-rate flying agreements with Delta and United, revenue is considered earned when the flight is completed. In the event that the contractual rates have not been finalized at quarterly or annual financial...

  • Page 61
    ... is rental income, inasmuch as the United Express Agreement identifies the "right of use" of a specific type and number of aircraft over a stated period of time. The amounts deemed to be rental income under the United Express Agreement for the years ended December 31, 2006, 2005 and 2004 were $196...

  • Page 62
    ... 1, 2006, the Company applied Accounting Principles Board Opinion No. 25 ("Opinion No. 25"), and related interpretations in accounting for its stock-based compensation plans. SFAS No. 123, Accounting for Stock-Based Compensation, requires pro forma information regarding net income and net income...

  • Page 63
    ... Instruments The carrying amounts reported in the consolidated balance sheets for receivables and accounts payable approximate fair values because of the immediate or short-term maturity of these financial instruments. Marketable securities are reported at fair value based on market quoted prices in...

  • Page 64
    ... of all of the issued and outstanding capital stock of ASA. ASA is a regional airline with primary hub operations in Atlanta, Salt Lake City and Cincinnati. The consolidated statements of income for the year ended December 31, 2005 reported herein contain 114 days of operations relating to...

  • Page 65
    ..., secured by aircraft ...Notes payable to banks, due in semi-annual installments, plus interest at 6.05% to 7.38%, net of the benefits of interest ...Notes payable to banks, due in semi-annual installments, plus interest at 3.72% to 3.86%, net of the benefits of interest rate subsidies through the...

  • Page 66
    ... and had $60.0 million outstanding as of December 31, 2005. As of December 31, 2006, SkyWest Airlines had repaid the borrowings under the facility and the facility had been terminated. During the year ended December 31, 2006, fourteen CRJ700s were refinanced from short-term financing arrangement...

  • Page 67
    ...thousands): As of December 31, 2006 2005 Deferred tax assets: Accrued benefits ...Net operating loss carryforward ...AMT credit carryforward ...Accrued reserves and other ...Total deferred tax assets ...Deferred tax liabilities: Accelerated depreciation ...Maintenance and other...Total deferred tax...

  • Page 68
    ... Obligations The Company leases 268 aircraft, as well as airport facilities, office space, and various other property and equipment under non-cancelable operating leases which are generally on a long-term net rent basis where the Company pays taxes, maintenance, insurance and certain other operating...

  • Page 69
    ... full-time equivalent employees consisting of 3,799 pilots and flight attendants, 3,562 customer service personnel, 972 mechanics and other maintenance personnel, and 459 administration and support personnel. None of these employees are currently represented by a union. The Company is aware, however...

  • Page 70
    ..., 2006, the Company completed a public offering of 4,000,000 shares of common stock at a price of $26.05 per share. The Company received approximately $95.3 million in net proceeds which were used to pay off two revolving lines of credit, to provide working capital and for general corporate purposes...

  • Page 71
    ...granted 376,890 stock options to employees under the 2006 Incentive Plan. The following table shows the assumptions used and weighted average fair value for grants in the years ended December 31, 2006, 2005 and 2004. 2006 2005 2004 Expected annual dividend rate ...Risk-free interest rate ...Average...

  • Page 72
    ... No. 123(R) on net income and basic and diluted earnings per share also includes the impact of the employee stock purchase plan (see Note 7). Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash...

  • Page 73
    ...on length of service. Employee Stock Purchase Plan In February 1996, the Company's Board of Directors approved the SkyWest, Inc. 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan"). All employees who have completed 90 days of employment are eligible to participate, except employees who own...

  • Page 74
    ... Board and Chief Executive Officer, serves on the Board of Directors of Zion's Bancorporation ("Zion's"). The Company maintains a line of credit (see Note 2) and certain bank accounts with Zion's. Zion's is an equity participant in leveraged leases on two CRJ200 and four Brasilia turboprop aircraft...

  • Page 75
    ... software system to the SkyWest accounting software system. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be included...

  • Page 76
    evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Our management reviewed the results of its assessment with the Audit Committee of our Board of Directors. Based on this assessment,...

  • Page 77
    ... The Board of Directors and Stockholders SkyWest, Inc. We have audited management's assessment, included in the accompanying Report of Management on Internal Control Over Financial Reporting, that SkyWest, Inc. maintained effective internal control over financial reporting as of December 31, 2006...

  • Page 78
    ...Accounting Oversight Board (United States), the consolidated balance sheets of SkyWest, Inc. and subsidiaries as of December 31, 2006 and 2005... 2006 of SkyWest, Inc. and subsidiaries and our report dated February 27, 2007 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Salt Lake City,...

  • Page 79
    ... OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV "Election of Directors", "Corporate Governance...

  • Page 80
    ... Delta Air Lines, Inc. United Express Agreement dated September 9, 2003, between United Air Lines, Inc., and SkyWest Airlines, Inc. Stock Option agreement dated January 28, 1987 between Delta Air Lines, Inc. and SkyWest, Inc. Lease Agreement dated December 1,1989 between Salt Lake City Corporation...

  • Page 81
    ...Amendment to the Atlantic Southeast Airlines, Inc. Investment Savings Plan Fourth Amendment to the Atlantic Southeast Airlines, Inc. Investment Savings Plan Airline Services Agreement dated December 20, 2006 by and between SkyWest Airlines, Inc. And Midwest Airlines, Inc. (confidential treatment has...

  • Page 82
    ...express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ ERNST & YOUNG LLP Salt Lake City...

  • Page 83
    ... SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2006, 2005 and 2004 (Dollars in thousands) Description Balance at Beginning of Year Additions Charged to Costs and Expenses Deductions Balance at End of Year Year Ended December 31, 2006: Allowance for...

  • Page 84
    ...has duly caused this Annual Report on Form 10-K for the year ended December 31, 2006, to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2007. SKYWEST, INC. By /s/ BRADFORD R. RICH Bradford R. Rich Executive Vice President, Chief Financial Officer and Treasurer...

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  • Page 87
    ...Bank Stock Transfer Department PO Box 9088 Salt Lake City, UT 84130 Independent Public Accountants Ernst & Young LLP Suite 800 60 East South Temple Salt Lake City, UT 84111 Corporate Headquarters SkyWest, Inc. 444 South River Road St. George, UT 84790 Tel: (435) 634-3000 www.skywest.com OFFICERS OF...

  • Page 88