Item 8.01 Other Events.
In connection with the ongoing financing activities of
Financial Results for the Fourth Fiscal Quarter and Fiscal Year 2020
Hawaiian Holdings Reports 2020 Fourth Quarter and Full Year Financial Results
Fourth Quarter 2020 - Key Financial Metrics
GAAP YoY Change Adjusted YoY Change Net Loss$(162.6)M $(212.3)M $(172.8)M $(218.8)M Diluted EPS$(3.50) $(4.57) $(3.71) $(4.70) Pre-tax Margin (152.8)% (162.4) pts. (145.2)% (154.1) pts.
Full Year 2020 - Key Financial Metrics
GAAP YoY Change Adjusted YoY Change Net Loss$(510.9)M $(734.9)M $(551.0)M $(769.9)M Diluted EPS$(11.08) $(15.79) $(11.96) $(16.56) Pre-tax Margin (82.9)% (93.7) pts. (87.2)% (97.7) pts.
Statistical data, as well as a reconciliation of the reported non-GAAP financial measures, can be found in the accompanying tables.
Liquidity and Capital Resources
As of
•Unrestricted cash, cash equivalents and short-term investments of
In
Fourth Quarter 2020 OnOctober 15, 2020 , the Company reached an important inflection point in its recovery from the COVID-19 pandemic with the re-opening of Hawai'i to tourism through the launch of the State of Hawai'i's pre-travel testing program, which allows guests to avoid quarantine with evidence of a negative COVID-19 test, subject to certain island-specific requirements. During the fourth quarter, the Company reinstated non-stop service fromHonolulu toLas Vegas ,Phoenix ,San Jose ,Oakland ,New York andBoston , restoring service to all of its pre-pandemic origin points on theU.S. mainland, as well as non-stop service fromHonolulu to Tokyo-Haneda,Japan ;Osaka, Japan ; andSeoul, South Korea . While the Company doubled its capacity as compared to the third quarter of 2020, its capacity was down 72% compared to the same period in 2019. As testing is key to the resumption of Hawai'i travel, the Company launched an array of testing options for travelers, including access to mail-in test kits and proprietary drive-through testing labs in selectU.S. mainland gateways. -------------------------------------------------------------------------------- To increase liquidity, the Company raised approximately$41 million in net proceeds through the sale of approximately 2.1 million shares of common stock under the Company's at-the-market offering program (ATM Program) during the fourth quarter. The Company may sell up to 5 million shares in total under the ATM Program. OnOctober 1, 2020 , the Company implemented both permanent and extended voluntary leave programs with each of its workgroups. In total, the Company reduced its workforce by approximately 2,400 employees, or more than 32 percent of all employees, of which approximately 2,100 were through voluntary means. As ofJanuary 26, 2021 , all employees who were subject to an involuntary furlough betweenOctober 1, 2020 andJanuary 15, 2021 have been sent recall notices pursuant to the PSP Extension. InOctober 2020 , the Company executed an amendment with theU.S. Treasury increasing the total amount of the CARES Act Economic Relief Program (ERP) loan under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) from$420 million to$622 million , of which$577 million is undrawn. The Company has untilMay 28, 2021 to determine how much of the remaining ERP funds to borrow. InOctober 2020 , the Company reached an agreement with Boeing to delay 787-9 deliveries under its purchase agreement for 10 aircraft. The Company expects to take delivery of 787-9 aircraft from 2022 to 2026 with its first aircraft to be delivered inSeptember 2022 . Guest Experience
During the fourth quarter, the Company continued its enhanced cleaning procedures and guest-facing protocols in an effort to minimize the risk of transmission of COVID-19, including:
•Performing enhanced aircraft cleaning between flights and during overnight parking, including recurring electrostatic spraying of all aircraft. •Frequent cleaning and disinfecting of counters and self-service check-in kiosks in airports. •Ensuring hand sanitizers are readily available for guests at airports we serve. •Requiring guests and guest facing employees to wear a face mask or covering, with guests required to wear masks from check-in to deplaning (except when eating or drinking on board). •Modifying boarding and deplaning processes. •Modifying in-flight service to minimize close interactions between crew members and guests. •Eliminating change fees on all domestic and international flights in order to provide guests with travel flexibility across the Company's network. During the first quarter of 2021, the Company, in coordination with the State of Hawai'i, will implement the Hawai'i Pre-Clear Program across its mainland network to improve the arrivals process for its guests by validating the State's pre-travel testing requirement prior to departure.
First Quarter 2021 Outlook
The Company announced onDecember 8, 2020 that it will launch four new routes in March andApril 2021 ; nonstop flights fromHonolulu toAustin, Texas ;Orlando, Florida , andOntario, California as well as a new flight fromLong Beach, California toMaui .
The Company expects its first quarter 2021 capacity to be down about 50% compared to the first quarter of 2019, with the State of Hawai'i's pre-travel testing program anticipated to remain in place throughout the first quarter.
The Company expects its full year 2021 capital expenditures to be approximately
Statistical information, as well as a reconciliation of the non-GAAP financial measures, can be found in the accompanying tables.
--------------------------------------------------------------------------------
Other Recent Developments Recent Developments Impact of COVID-19 Due to the rapid and unprecedented spread of COVID-19, what began with the Company's suspension of service toSouth Korea andJapan in lateFebruary 2020 accelerated inMarch 2020 when governments instituted requirements of self-isolation or quarantine for incoming travel. This was followed by the announcement in lateMarch 2020 and earlyApril 2020 of a 14-day mandatory quarantine for all travelers to and within the State of Hawai'i, respectively. OnDecember 17, 2020 , the mandatory self-quarantine period in the State of Hawai'i was reduced from 14 to 10 days. These restrictions, combined with the ongoing spread and impact of the COVID-19 pandemic globally, have continued to significantly suppress customer demand, which remains at historically low levels. Restrictions on travel to and within the State of Hawai'i as well as travel to and from various international locations (including international locations within the Company's network) remain in effect. SinceOctober 15, 2020 , the State of Hawai'i has allowed travelers coming to Hawai'i from the mainlandU.S. to bypass the 10-day quarantine requirement with proof of a negative COVID-19 test from a state-approved testing partner (the "pre-travel testing program"), and the pre-travel testing program has since been expanded to include international travelers fromJapan andCanada . The State of Hawai'i and counties within the state continue to evaluate and update testing requirements for travel to and within the state, including the required timing of receipt of testing results and the expansion of the pre-travel testing program to travelers from other international locations. Following the announcement and implementation of the pre-travel testing program, the Company saw an increase in bookings and has begun rebuilding itsNorth America ,Neighbor Island and International flight schedules commensurate with anticipated increases in demand. During the fourth quarter, the Company reinstated non-stop service fromHonolulu , Hawai'i toLas Vegas, Nevada ,Phoenix, Arizona ,San Jose andOakland, California ,New York, New York andBoston, Massachusetts , thereby restoring service to all of the Company's pre-pandemic origin points on theU.S. mainland, as well as non-stop service fromHonolulu to Tokyo-Haneda andOsaka, Japan , andSeoul, South Korea . While the Company doubled its capacity during the fourth quarter of 2020, as compared to the third quarter of 2020, the Company's capacity was down approximately 72% compared to the same period in 2019. InDecember 2020 , the Company announced the addition of three newU.S. mainland destinations:Austin, Texas ,Orlando, Florida , andOntario, California with service to and fromHonolulu , Hawai'i beginning onApril 21 ,March 11 , andMarch 16, 2021 , respectively. The Company also announced expanded service with a daily non-stop flight betweenKahului , Hawai'i andLong Beach, California beginning inMarch 2021 . New bookings for travel from the Company's mainland markets for January throughMarch 2021 have moderated somewhat since the period immediately following the implementation of the pre-travel testing program and are currently at about one-third of 2019 levels. The Company attributes this to recent changes in the pre-travel testing program, the resurgence of COVID-19 infections in theU.S. and internationally, implementation of restrictions and quarantines in certain key origin points, and other factors affecting public sentiment. While certain markets have reopened, others, particularly international markets, remain closed or continue to enforce extended quarantines, including as new strains of COVID-19 are identified. There can be no assurance whether, at some point, the State of Hawai'i or counties within the state may limit or suspend the pre-travel testing program should the prevalence of the COVID-19 pandemic worsen. For example, the County ofKaua'i suspended its participation in the statewide pre-travel testing program in late November and, effectiveJanuary 5, 2021 , resumed its participation in the pre-travel testing program for interisland travelers and instituted an Enhanced Movement Quarantine pre- and post-travel testing program for transpacific travelers. TheU.S. government and international governments could also impose, extend or otherwise modify existing, travel restrictions on international travel intothe United States . For example, onJanuary 21, 2021 ,President Biden issued an Executive Order Promoting COVID-19 Safety inDomestic and International Travel , which will require international travelers to produce proof of a recent negative COVID-19 test prior to entry and comply with other applicable guidelines issued by theU.S. Centers for Disease Control and Prevention concerning international travel, including recommended periods of self-quarantine after entry into theU.S. Details of these requirements are forthcoming. While the impact of such regulatory -------------------------------------------------------------------------------- changes remains uncertain, pre-travel testing and quarantine requirements may decrease new bookings and increase cancellations of current bookings. As a result of all the above factors and the Company's results to date, the Company expects its bookings, revenue and results of operations to continue to be volatile with revenue trends experienced in the fourth quarter of 2020 to continue in the first quarter of 2021. These results and trends may decrease from its existing or anticipated levels, which decrease could be material. The Company will continue to assess its routes and schedule in response to changes in demand, including related to the COVID-19 pandemic. In response to the COVID-19 pandemic, the Company has implemented enhanced safety protocols focusing on its employees and guests, while at the same time working to mitigate the impact of the pandemic on its financial position and operations. Guest and Employee Experience. The Company has enhanced cleaning procedures and guest-facing protocols in an effort to minimize the risk of transmission of COVID-19. These procedures are in line with current recommendations from leading public health authorities and include: •Performing enhanced aircraft cleaning between flights and during overnight parking, including recurring electrostatic spraying of all aircraft. •Frequent cleaning and disinfecting of counters and self-service check-in kiosks in airports. •Ensuring hand sanitizers are readily available for guests at airports the Company serves. •Requiring guests and guest facing employees to wear a face mask or covering, with guests required to keep them on from check-in to deplaning (except when eating or drinking on board). •Modifying boarding and deplaning processes. •Modifying in-flight service to minimize close interactions between crew members and guests. •Eliminating change fees on all domestic and international flights in order to provide guests with travel flexibility across the Company's network. •Launching a program to offer guests pre-travel COVID-19 testing through mail-in kits and proprietary drive-through testing labs in an increasing number of the Company'sU.S. mainland gateways. During the first quarter of 2021, the Company plans, in coordination with the State of Hawai'i, to implement the Hawai'i Pre-Clear Program across the Company's mainland network, which is intended to enhance the arrival process for the Company's guests by validating the State's pre-travel testing requirement prior to departure. Capacity Impacts. In response to reduced passenger demand as a result of the COVID-19 pandemic, the Company significantly reduced system capacity beginning late in the first quarter of 2020 to a level that maintained essential services and made adjustments to better align capacity with passenger demand throughout 2020. The Company expects to continue to adjust capacity throughout 2021 based upon expected passenger demand. During the quarter and year endedDecember 31, 2020 , the Company reduced capacity by 72.4% and 63.3%, respectively, as compared to the same periods in the prior year. For the first quarter of 2021, the Company expects system capacity to decrease approximately 50% as compared to the same period in 2019. In the first quarter, the Company currently expects to operate just over 70% of itsNorth America schedule and 12% of its international schedule compared to 2019, respectively.
Expense Management. In response to the reduction in revenue the Company experienced in 2020, the Company has implemented, and will continue to implement, as necessary, cost savings and liquidity measures, including:
•In 2020, the Company commenced various initiatives to reduce labor costs as follows: •During the first quarter, the Company instituted a temporary hiring freeze, except with respect to operationally critical and essential positions. •During the second quarter, the Company operationalized various temporary voluntary leave and vacation purchase programs to balance the Company's workforce with the Company's reduced levels of operations. •During the third quarter, the Company announced and completed voluntary separation and temporary leave programs across each of the Company's labor groups. Additionally, the Company completed a majority of its involuntary separations, most of which were effectiveOctober 1, 2020 . Combined, separation and temporary leave programs resulted in an approximately 32% reduction of the Company's total workforce. All employees who were subject to an involuntary termination or involuntary furlough betweenOctober 1, 2020 -------------------------------------------------------------------------------- andJanuary 15, 2021 were recalled and offered an opportunity to return to employment pursuant to the PSP Extension Agreement (as defined below). •The Company's officers reduced their base salaries between 10% and 50% throughSeptember 30, 2020 , and members of the Company's Board of Directors also reduced their compensation throughSeptember 30, 2020 . •The Company reduced capital expenditures for 2020 and continues to vigorously evaluate non-essential, non-aircraft capital expenditures. During the year endedDecember 31, 2020 , capital expenditures were approximately$105.3 million , a decrease of 73.5% compared to the same period in 2019. The Company expects capital expenditures in 2021 will range between$50 to$70 million . •OnOctober 26, 2020 , the Company amended its purchase agreement with Boeing to, among other things, change the delivery schedule of Boeing's 787-9 aircraft from 2021 through 2025 to 2022 through 2026, with the first delivery now scheduled inSeptember 2022 . The Company may implement further discretionary changes and other cost reduction and liquidity preservation measures as needed to address the volatile and rapidly changing dynamics of passenger demand and changes in revenue, regulatory and public health directives, prevailing government policy and financial market conditions. Cash Flow and Liquidity Management. The Company's cash, cash equivalents and short-term investments as ofDecember 31, 2020 was approximately$864 million as a result of various actions taken to increase liquidity and strengthen the Company's financial position during 2020, including, but not limited to: •During the first quarter, the Company fully drew down its previously undrawn$235.0 million revolving credit facility. •During the first quarter, the Company suspended its stock repurchase program and onApril 22, 2020 , the Company suspended dividend payments. •During the second and third quarters, the Company received$240.6 million in grants and$60.3 million in loans pursuant to the Payroll Support Program under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). •During the third quarter, the Company entered into a Loan Agreement with theU.S. Department of Treasury ("Treasury") pursuant to the Economic Relief Program ("ERP") under the CARES Act to obtain a secured term loan which permits the Company to borrow up to$420.0 million . OnOctober 23, 2020 , the Company amended and restated its Loan Agreement with theTreasury to increase the maximum available to be borrowed by the Company to$622 million . As ofDecember 31, 2020 , the Company had borrowed$45.0 million under the ERP. The Company has untilMay 28, 2021 to determine how much of the remaining ERP funds to borrow. •During the third quarter, the Company completed$376.0 million in aircraft financings, including the issuance of enhanced equipment trust certificates and two sale and lease back transactions. •In December, the Company entered into an equity distribution agreement in connection with an "at-the-market" offering relating to the issuance and sale, from time to time, of up to five million shares of its common stock (the "ATM Program"). As ofDecember 31, 2020 , the Company raised approximately$41.2 million through the sale of approximately 2.1 million shares at an average price of$19.79 per share. The Company paused its ATM Program betweenDecember 24, 2020 andJanuary 28, 2020 and anticipates recommencing sales under the ATM Program during the first quarter of 2021.
The Company will continue to explore and pursue options to raise additional financing as opportunities arise.
The Company's cash burn1 for the fourth quarter of 2020 was$1.7 million per day, approximately a 35% improvement from the third quarter of 2020 of$2.6 million per day, and more favorable than its previously disclosed forecast of$2.2 million per day. The Company forecasts its cash burn for the first quarter of 2021 to be$2.3 million per day to$2.7 million per day. As the Company continues to rebuild its operations to meet expected demand, it expects to incur additional operating expenses in the first quarter of 2021 as compared to the fourth quarter of 2020. The Company's cash burn for the first quarter of 2021 will be highly dependent on bookings during the quarter, which may continue to be volatile and may be negatively impacted by any changes in the pre-travel testing program implemented by the State of Hawai'i, the recent resurgence of COVID-19 infections 1 Cash burn includes net sales, operating cash outflows, debt service, interest payments, capital expenditures, tax refunds, and severance payments. -------------------------------------------------------------------------------- inthe United States and internationally, the identification of new, more infectious strains of the COVID-19 virus, the implementation or extension of travel-related restrictions and quarantines in certain key origin points, and other factors affecting public sentiment.
Load Factor. The Company's flown load factor for the fourth quarter of 2020 was 40%.
Consolidated Appropriations Act, 2021
OnJanuary 15, 2021 , the Company entered into a Payroll Support Program Extension Agreement as part of the Consolidated Appropriations Act, 2021 (the "PSP Extension Agreement"), pursuant to which the Company expects to receive approximately$168 million in funds to be used exclusively for the purpose of continuing to pay employee salaries, wages and benefits, including the payment of lost wages, salaries and benefits to certain returning employees for the period betweenDecember 1, 2020 andJanuary 15, 2021 . In connection with the PSP Extension Agreement, the Company issued a note toTreasury , which will increase to a total principal sum of approximately$20.3 million as Hawaiian receives installments of funds fromTreasury , and entered into a Warrant Agreement pursuant to which the Company expects to issue toTreasury warrants to purchase approximately 113,940 shares of the Company's common stock at an exercise price of$17.78 per share. Refer to the Company's Current Report on Form 8-K filed with theSecurities and Exchange Commission onJanuary 15, 2021 for further information.
Long-term Debt
Long-term debt, net of unamortized discounts and issuance costs, is outlined as follows:December 31, 2020 2019
(in thousands)
Class A EETC-13, fixed interest rate of 3.9%, semiannual principal
and interest payments, remaining balance due at maturity in
$
214,923
75,565 82,036
Japanese Yen denominated financing, fixed interest rate of 1.05%,
quarterly principal and interest payments, remaining balance due at
maturity in
37,526 39,170
Japanese Yen denominated financing, fixed interest rate of 1.01%,
semiannual principal and interest payments, remaining balance due at
maturity in
33,573 36,616
Japanese Yen denominated financing, fixed interest rate of 0.65%,
quarterly principal and interest payments, remaining balance due at
maturity in
121,480 133,970
Japanese Yen denominated financing, fixed interest rate of 0.76%,
semiannual principal and interest payments, remaining balance due at
maturity in
86,018 88,739
Revolving credit facility, variable interest rate of LIBOR plus a
margin of 2.25%, monthly interest payments, principal balance due at
maturity in
235,000 -
Class A EETC-20, fixed interest rate of 7.375%, semiannual principal
and interest payments, remaining balance due at maturity in
216,976 -
Class
45,010 -
CARES Act Payroll Support Program, fixed interest rate of 1.0% for
the first through fifth years and variable interest of SOFR plus a
margin of 2.0% for the sixth year through maturity, semiannual
interest payments, principal balance due at maturity in
60,278 -
CARES Act Economic Relief Program, variable interest rate of LIBOR
plus a margin of 2.5%, quarterly interest payments, principal
balance due at maturity in
45,000 - Unamortized debt discount and issuance costs (21,525) (9,870) Total debt$ 1,149,824 $ 600,527 Less: Current maturities of long-term debt (115,019) (53,273) Long-Term Debt, less discount$ 1,034,805 $ 547,254
_______________________________________________________________________________
(1) The equipment notes underlying these EETCs are the direct obligations of Hawaiian.
--------------------------------------------------------------------------------
Schedule of Maturities of Long-Term Debt
As ofDecember 31, 2020 , the scheduled maturities of long-term debt are as follows (in thousands): 2021$ 117,717 2022 359,967 2023 89,960 2024 132,869 2025 108,969 Thereafter 361,867$ 1,171,349 Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, expectations and plans with respect to the addition of expanded service to existing and the addition of new destinations, the levels of new bookings from the Company's mainland markets for January throughMarch 2021 , whether theU.S. government, State of Hawai'i or counties within the state or other governments will change travel rules and regulations and what the details of any such rules or regulations might be, the impact of any government rules or regulations on bookings, cancellations and revenue, continued revenue trends and results, the impact of the COVID-19 pandemic, related government regulations and customer demand on the Company's routes, schedule and capacity, the percentage of the Company's network that it plans to operate, the amount of operating expenses that the Company will incur in the first quarter of 2021, the implementation of the Hawai'i Pre-Clear Program across the Company's mainland network, the need to implement and the implementation of future cost savings and liquidity measures, expected capital expenditures in 2021, the first expected delivery of Boeing's 787-9, any other changes the Company might implement to respond to the volatile and rapidly changing environment, whether and when the Company recommences sales under the at-the-market program, whether the Company raises additional capital as financing opportunities arise, the Company's cash burn for the first quarter of 2021 and which factors might materially impact the Company's cash burn, and the amount of money the Company expects to receive pursuant to the PSP Extension Agreement. Words such as "expects," "anticipates," "projects," "intends," "plans," "believes," "estimates," "will," variations of such words, and similar expressions are also intended to identify such forward-looking statements.
These forward-looking statements are and will be, as the case may be, subject to . . .
© Edgar Online, source