10-Q 1 a04-11378_310q.htm 10-Q

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2004

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                   

 

Commission file number: 000-49728

 

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

87-0617894

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

118-29 Queens Boulevard, Forest Hills, New York

 

11375

(Address of principal executive offices)

 

(Zip Code)

 

(718) 709-3026

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year,
if changed since last report)

 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ý  Yes   o  No

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
ý  Yes  o  No

 

As of September 30, 2004, there were 103,602,879 shares of the registrant’s common stock, par value $0.01, outstanding.

 

 



 

JetBlue Airways Corporation

FORM 10-Q

 

INDEX

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

Condensed Consolidated Balance Sheets - September 30, 2004 and December 31, 2003

 

 

Consolidated Statements of Income - Three and Nine Months Ended
September 30, 2004 and 2003

 

 

Condensed Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 2004 and 2003

 

 

Notes to Condensed Consolidated Financial Statements

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

 

 

Item 4.

Controls and Procedures.

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 2.

Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 



 

PART 1.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share data)

 

 

 

September 30,
2004

 

December 31,
2003

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

466,236

 

$

570,695

 

Short-term investments

 

50,455

 

36,610

 

Receivables, less allowance

 

39,057

 

16,723

 

Prepaid expenses and other

 

30,461

 

21,712

 

Total current assets

 

586,209

 

645,740

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

Flight equipment

 

1,647,387

 

1,220,272

 

Predelivery deposits for flight equipment

 

243,808

 

186,453

 

 

 

1,891,195

 

1,406,725

 

Less accumulated depreciation

 

94,942

 

60,567

 

 

 

1,796,253

 

1,346,158

 

 

 

 

 

 

 

Other property and equipment

 

149,537

 

95,299

 

Less accumulated depreciation

 

29,300

 

20,467

 

 

 

120,237

 

74,832

 

 

 

 

 

 

 

Total property and equipment

 

1,916,490

 

1,420,990

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Purchased technology, net

 

56,640

 

62,256

 

Other

 

87,552

 

56,771

 

Total other assets

 

144,192

 

119,027

 

TOTAL ASSETS

 

$

2,646,891

 

$

2,185,757

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

67,238

 

$

52,983

 

Air traffic liability

 

180,596

 

134,719

 

Accrued salaries, wages and benefits

 

55,813

 

61,851

 

Other accrued liabilities

 

35,112

 

23,081

 

Short-term borrowings

 

43,300

 

29,884

 

Current maturities of long-term debt

 

90,696

 

67,101

 

Total current liabilities

 

472,755

 

369,619

 

 

 

 

 

 

 

LONG-TERM DEBT

 

1,265,312

 

1,011,610

 

 

 

 

 

 

 

DEFERRED TAXES AND OTHER LIABILITIES

 

156,713

 

133,392

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, 103,602,879 and 102,069,111 shares issued and outstanding in 2004 and 2003, respectively

 

1,036

 

1,021

 

Additional paid-in capital

 

570,576

 

552,375

 

Retained earnings

 

164,763

 

119,689

 

Unearned compensation

 

(6,156

)

(7,544

)

Accumulated other comprehensive income

 

21,892

 

5,595

 

Total stockholders’ equity

 

752,111

 

671,136

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,646,891

 

$

2,185,757

 

 

See accompanying notes to condensed consolidated financial statements.

 

2



 

JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

OPERATING REVENUES

 

 

 

 

 

 

 

 

 

Passenger

 

$

311,602

 

$

264,431

 

$

900,393

 

$

711,371

 

Other

 

11,613

 

9,145

 

31,543

 

24,036

 

Total operating revenues

 

323,215

 

273,576

 

931,936

 

735,407

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

86,255

 

69,875

 

247,741

 

194,603

 

Aircraft fuel

 

68,499

 

38,295

 

175,174

 

106,719

 

Landing fees and other rents

 

24,699

 

18,852

 

68,084

 

51,448

 

Aircraft rent

 

17,553

 

15,673

 

52,548

 

43,659

 

Sales and marketing

 

14,657

 

15,067

 

46,423

 

41,035

 

Depreciation and amortization

 

19,550

 

13,700

 

53,307

 

35,493

 

Maintenance materials and repairs

 

11,518

 

5,755

 

32,406

 

14,453

 

Other operating expenses

 

57,499

 

42,523

 

155,516

 

114,164

 

Total operating expenses

 

300,230

 

219,740

 

831,199

 

601,574

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

22,985

 

53,836

 

100,737

 

133,833

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest expense

 

(14,172

)

(7,857

)

(36,512

)

(20,074

)

Capitalized interest

 

2,477

 

1,405

 

5,863

 

3,647

 

Interest income and other

 

2,520

 

2,033

 

6,000

 

4,753

 

Government compensation

 

 

 

 

22,761

 

Total other income (expense)

 

(9,175

)

(4,419

)

(24,649

)

11,087

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

13,810

 

49,417

 

76,088

 

144,920

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

5,387

 

20,374

 

31,014

 

60,562

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

8,423

 

$

29,043

 

$

45,074

 

$

84,358

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.29

 

$

0.44

 

$

0.88

 

Diluted

 

$

0.08

 

$

0.26

 

$

0.41

 

$

0.80

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

45,074

 

$

84,358

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Deferred income taxes

 

30,829

 

58,779

 

Depreciation

 

46,327

 

31,113

 

Amortization

 

7,598

 

4,699

 

Changes in certain operating assets and liabilities

 

22,103

 

36,233

 

Other, net

 

4,401

 

3,928

 

Net cash provided by operating activities

 

156,332

 

219,110

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(419,400

)

(346,428

)

Predelivery deposits for flight equipment

 

(133,954

)

(123,753

)

Purchase of short-term investments

 

(13,727

)

(20,802

)

Proceeds from maturities of short-term investments

 

20,500

 

9,185

 

Other, net

 

(4,924

)

588

 

Net cash used in investing activities

 

(551,505

)

(481,210

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from:

 

 

 

 

 

Issuance of common stock

 

11,021

 

130,235

 

Issuance of long-term debt

 

332,055

 

311,000

 

Aircraft sale and leaseback transactions

 

 

189,300

 

Short-term borrowings

 

34,856

 

21,441

 

Repayment of long-term debt

 

(54,758

)

(37,753

)

Repayment of short-term borrowings

 

(21,440

)

(16,260

)

Other, net

 

(11,020

)

(8,386

)

Net cash provided by financing activities

 

290,714

 

589,577

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(104,459

)

327,477

 

Cash and cash equivalents at beginning of period

 

570,695

 

246,752

 

Cash and cash equivalents at end of period

 

$

466,236

 

$

574,229

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



 

JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

 

Note 1 – Summary of Significant Accounting Policies

 

Basis of Presentation:  Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation, or JetBlue, and LiveTV, LLC, or LiveTV, collectively “we”, “us” or the “Company”, with all intercompany transactions and balances having been eliminated.  Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.  These condensed consolidated financial statements and related notes should be read in conjunction with our 2003 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003 (our “2003 Form 10-K”).

 

These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC, and, in our opinion, reflect all adjustments including normal recurring items which are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year.

 

Stock-Based Compensation: We account for stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.  Compensation expense for a stock option grant is recognized if the exercise price is less than the fair value of our common stock on the grant date.  The following table illustrates the effect on net income and earnings per common share if we had applied the fair value method to measure stock-based compensation, as required under the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended (in thousands, except per share amounts):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net income, as reported

 

$

8,423

 

$

29,043

 

$

45,074

 

$

84,358

 

Add: Stock-based employee compensation expense included in reported net income, net of tax

 

263

 

260

 

756

 

769

 

Deduct: Stock-based employee compensation expense determined under the fair value method, net of tax

 

 

 

 

 

 

 

 

 

Crewmember stock purchase plan

 

(1,583

(605

)

(4,559

(1,604

)

Employee stock options

 

(3,361

(2,002

)

(9,082

(5,076

)

Proforma net income

 

$

3,742

 

$

26,696

 

$

32,189

 

$

78,447

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic - as reported

 

$

0.08

 

$

0.29

 

$

0.44

 

$

0.88

 

Basic - proforma

 

$

0.04

 

$

0.27

 

$

0.31

 

$

0.82

 

 

 

 

 

 

 

 

 

 

 

Diluted - as reported

 

$

0.08

 

$

0.26

 

$

0.41

 

$

0.80

 

Diluted - proforma

 

$

0.03

 

$

0.24

 

$

0.29

 

$

0.74

 

 

5



 

Note 2 – Long-term Debt

 

On March 24, 2004, we completed a public offering of $431 million of pass-through certificates Series 2004-1 G-1, 2004-1 G-2 and 2004-1 C, or certificates, to finance 13 new Airbus A320 aircraft, scheduled to be delivered through December 2004.  The Class G-1 certificates totaling $119.1 million bear interest at three month London Interbank Offered Rate, or LIBOR, plus 0.375%, the Class G-2 certificates totaling $187.9 million bear interest at three month LIBOR plus 0.42%, and the Class C certificates totaling $124.0 million bear interest at three month LIBOR plus 4.25%. Principal payments are required on the Class G-1 and Class C certificates quarterly commencing on March 15, 2005.  The entire principal amount of the Class G-2 certificates is scheduled to be paid on March 15, 2014.  Interest on all certificates is payable quarterly and commenced on June 15, 2004.  Separate trusts were established for each class of certificates.

 

The proceeds from the sale of the certificates are being held in escrow with a depositary. As aircraft are delivered, the proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft.  The proceeds held in escrow are not assets of ours, nor are the certificates obligations of ours or guaranteed by us; therefore, they are not included in our condensed consolidated financial statements.  At September 30, 2004, $264.1 million in equipment notes issued by us and secured by eight aircraft are direct obligations of ours.  During the three months ended September 30, 2004, we issued a total of $99.7 million in secured equipment notes to the trusts described above.  At September 30, 2004, $166.9 million of proceeds from the sale of the certificates was held in escrow and not recorded as an asset or direct obligation of ours.

 

In addition to the issuance of the equipment notes described above, during the nine months ended September 30, 2004, we issued $68.0 million in floating rate equipment notes due through 2016, the interest on which adjusts quarterly based on the three month LIBOR.  At September 30, 2004, the weighted average interest rate of all of our long-term debt was 3.72%, and maturities were $21.7 million for the remainder of 2004, $91.6 million in 2005, $94.3 million in 2006, $96.5 million in 2007, $111.3 million in 2008, $88.8 million in 2009 and $851.8 million thereafter.

 

In June 2004, we increased our aircraft predelivery deposit funding facility from $34.0 million to $48.0 million.  At September 30, 2004, we had $43.3 million in borrowings outstanding under this facility and the weighted average interest rate on these short-term borrowings was 3.5%.

 

Note 3 – Comprehensive Income

 

Comprehensive income includes changes in the fair value and reclassifications into earnings of amounts previously deferred related to our crude oil financial derivative instruments, which qualify for hedge accounting in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.  Comprehensive income consisted of the following (in thousands):

 

6



 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

8,423

 

$

29,043

 

$

45,074

 

$

84,358

 

Change in fair value of derivative contracts

 

22,678

 

1,054

 

42,264

 

3,594

 

Reclassifications into earnings

 

(6,666

)

(336

)

(14,705

)

(466

)

Tax effect of change in fair value and reclassifications into earnings

 

(6,612

)

(287

)

(11,260

)

(1,251

)

Comprehensive income

 

$

17,823

 

$

29,474

 

$

61,373

 

$

86,235

 

 

Note 4 – Earnings Per Share

 

The following table shows how we computed basic and diluted earnings per common share (in thousands, except share data):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders for basic and diluted earnings per share

 

$

8,423

 

$

29,043

 

$

45,074

 

$

84,358

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding for basic earnings per share

 

103,489,672

 

98,913,276

 

102,914,105

 

95,795,369

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Employee stock options

 

7,296,432

 

10,281,813

 

7,890,791

 

8,490,358

 

Unvested common stock

 

30,863

 

1,601,708

 

28,511

 

1,724,823

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share

 

110,816,967

 

110,796,797

 

110,833,407

 

106,010,550

 

 

For the three and nine months ended September 30, 2004, 4.1 million shares issuable upon conversion of our 3½% convertible notes are excluded from the diluted earnings per share calculation since the contingent conditions for their conversion have not yet been met.  For the three and nine months ended September 30, 2004, we excluded 3.4 million shares issuable upon exercise of outstanding stock options from the diluted earnings per share computation.  These stock options were excluded from the diluted earnings per share computation because their exercise price was greater than the average market price of our common stock.  No shares were excluded from the diluted earnings per share computation for the three and nine months ended September 30, 2003.

 

7



 

On September 30, 2004, the Emerging Issues Task Force reached consensus on Issue No. 04-08, or EITF 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” which changes the treatment of contingently convertible debt instruments in the calculation of diluted earnings per share.  EITF 04-08 provides that the shares issuable upon conversion of these debt instruments be included in the earnings per share computation, if dilutive, regardless of whether the contingent conditions for their conversion have been met.  This change does not have any effect on net income, but it may affect the related earnings per share amounts.  The new rules will be effective for reporting periods ending after December 15, 2004.  We plan to adopt EITF 04-08 as of December 31, 2004.  We will include, if dilutive, the assumed conversion of our 3½% convertible notes issued in July 2003 in all of our reported diluted earnings per share calculations.  We expect this change to have an immaterial impact on our diluted earnings per share calculations.

 

Note 5 – Income Taxes

 

Income tax expense is based on estimated annual effective tax rates, which differ from the federal statutory rate of 35% primarily due to state and local income taxes, nondeductible expenses and stock option compensation.

 

Note 6 – Employee Retirement Plan

 

We sponsor a retirement profit sharing and 401(k) defined contribution plan, or the Plan.  Our contributions expensed for the Plan for the three months ended September 30, 2004 and 2003 were $3.9 million and $9.7 million, respectively, and contributions expensed for the Plan for the nine months ended September 30, 2004 and 2003 were $17.6 million and $28.6 million, respectively.

 

Note 7 – Commitments

 

At September 30, 2004, our firm aircraft orders consisted of 119 Airbus A320 aircraft, 100 Embraer E190 aircraft and 37 spare engines scheduled for delivery through 2012. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, spare engines and predelivery deposits, will be approximately $200 million for the remainder of 2004, $805 million in 2005, $1.13 billion in 2006, $1.16 billion in 2007, $1.20 billion in 2008, $1.23 billion in 2009 and $1.71 billion thereafter. We have options to purchase 50 A320 aircraft and related equipment scheduled for delivery from 2008 through 2013, and we also have options to purchase 100 Embraer E190 aircraft and related equipment scheduled for delivery from 2011 through 2016. Debt financing has been arranged for our five remaining aircraft deliveries scheduled for 2004. Additionally, lease financing has been arranged for the first 30 Embraer E190 aircraft deliveries scheduled for delivery through March 2007.

 

Note 8 – Contingencies

 

Beginning in September 2003, several lawsuits were commenced against us alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well as violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. Since the lawsuits are in the preliminary stages, we are unable to determine the impact they may have upon us.

 

8



 

Holders of $175 million aggregate principal amount of our 3½% convertible unsecured notes due 2033 may convert the notes at a conversion rate of 23.52945 shares per $1,000 principal amount of notes into 4.1 million shares of our common stock under the following circumstances: (1) during any fiscal quarter if the closing sale price of our common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 95% of the product of the closing sale price of our common stock and the conversion rate; (3)  if the notes have been called for redemption; or (4) upon the occurrence of certain corporate transactions.

 

Note 9 – Financial Instruments and Risk Management

 

The Company is exposed to the effect of changes in the price and availability of aircraft fuel.  To manage this risk, we periodically purchase crude oil option and swap contracts. The following is a summary of our derivative contracts (in thousands, except as otherwise indicated):

 

 

 

2004

 

2003

 

At September 30:

 

 

 

 

 

Fair value of derivative instruments

 

$

37,199

 

$

4,704

 

Estimated hedged position during the next 12 months

 

25

%

60

%

Longest remaining term (months)

 

15

 

15

 

Hedged volume (barrels)

 

2,190

 

3,285

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Hedge effectiveness gains recognized in fuel expense

 

$

10,567

 

$

1,084

 

$

23,991

 

$

1,643

 

Hedge ineffectiveness gains (losses) recognized in other income

 

 

420

 

(45

)

1,161

 

Percentage of actual consumption hedged

 

38

%

80

%

43

%

69

%

 

Note 10—Government Compensation

 

In April 2003, the President signed into law the Emergency War Time Supplemental Appropriations Act of 2003, which provided for compensation to domestic air carriers based on their proportional share of passenger security and air carrier infrastructure security fees paid by those carriers through the date of enactment of the legislation. In May 2003, we received $22.8 million in compensation pursuant to this legislation, which is recorded in other income (expense).

 

Note 11—Subsequent Event

 

On October 5, 2004, we filed a registration statement on Form S-3 with the SEC, which, when effective, will permit us to offer up to $681 million additional aggregate amount of common stock, preferred stock, debt securities and/or pass through certificates. We have not issued nor offered any securities related to this registration statement.

 

9



 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations

 

The U.S. domestic airline environment is probably the most challenging it has been since September 11, 2001 as a result of two factors.  First, is the extremely weak revenue environment caused by widespread price competition and continued increases in industry capacity.  Second, is the record high aircraft fuel prices caused by the sharp rise in crude oil prices.  Consequently, most airlines are facing losses in 2004 and some of our major airline competitors have either filed for bankruptcy or are using the threat of bankruptcy to reduce their costs in an attempt to improve their ability to return to profitability.  As a result of these external factors that are largely outside of our control, we have seen a significant negative impact to our profitability.

 

Three Months Ended September 30, 2004 and 2003

 

Our net income for the three months ended September 30, 2004 decreased to $8.4 million from $29.1 million for the three months ended September 30, 2003 and represented our 15th consecutive quarterly profit.  Diluted earnings per share was $0.08 for the third quarter of 2004 compared with $0.26 for the same period in 2003.  Our operating margin for the three months ended September 30, 2004 was 7.1% compared to 19.7% in 2003 and operating income was $23.0 million in 2004 compared to $53.9 million for the same period in 2003.

 

Operating Revenues.  Operating revenues increased 18.1%, or $49.6 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 33.3% increase in departures, or $75.9 million, partially offset by an 8.8% decrease in yield, or $28.8 million, drove the increase in passenger revenues of $47.1 million for the three months ended September 30, 2004. The lower yields experienced during 2004 and the 2.8 point reduction in load factor were primarily attributable to an extremely competitive revenue environment, which included significant fare discounting by several airlines in many of the markets we serve.  Additionally, four major hurricanes during the quarter caused the cancellation of 464 flights offset by the addition of 90 unscheduled flights, resulting in estimated lost revenue of $8-10 million.  The lingering impact of the hurricanes has also negatively impacted October revenues.  Other revenue increased 27.0%, or $2.5 million, primarily due to increased change fees of $1.6 million resulting from more passengers and increases in LiveTV third party revenues of $0.8 million.

 

Operating Expenses.  Operating expenses increased 36.6%, or $80.5 million, due to an average of 16.0 additional aircraft in service in 2004. Operating capacity increased 33.3% to 4.9 billion available seat miles and an increase in transcontinental flights over 2003 contributed to a 3.7% increase in average stage length. Operating expenses per available seat mile increased 2.5% to 6.08 cents for the three months ended September 30, 2004.  Had fuel prices remained at 2003 levels, our cost per available seat mile would have decreased by 2.4% to 5.79 cents.  In detail, operating costs per available seat mile were:

 

 

 

Three Months Ended
September 30,

 

Percent

 

 

 

2004

 

2003

 

Change

 

 

 

(in cents)

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Salaries, wages and benefits

 

1.75

 

1.89

 

(7.4

)%

Aircraft fuel

 

1.39

 

1.03

 

34.1

%

Landing fees and other rents

 

.50

 

.51

 

(1.7

)%

Aircraft rent

 

.35

 

.42

 

(16.0

)%

Sales and marketing

 

.30

 

.41

 

(27.0

)%

Depreciation and amortization

 

.40

 

.37

 

7.0

%

Maintenance materials and repairs

 

.23

 

.15

 

50.1

%

Other operating expenses

 

1.16

 

1.15

 

1.4

%

Total operating expenses

 

6.08

 

5.93

 

2.5

%

 

10



 

Salaries, wages and benefits increased 23.4%, or $16.4 million, due to an increase in average full-time equivalent employees of 34.9% in 2004 compared to 2003. Cost per available seat mile decreased 7.4% primarily as a result of a $6.3 million lower profit sharing provision.

 

Aircraft fuel expense increased 78.9%, or $30.2 million, due to 16.4 million more gallons of aircraft fuel consumed resulting in $13.3 million of additional fuel expense and, after the impact of fuel hedging, a 32.7% increase in average fuel cost per gallon, or $16.9 million. Our fuel costs represented 22.8% and 17.4% of our operating expenses of the three months ended September 30, 2004 and 2003, respectively. Based on our expected fuel volume for 2004, a 10 cent increase in cost of aircraft fuel would increase our annual fuel expense by approximately $25 million. Cost per available seat mile increased 34.1% due to the increase in average fuel cost per gallon.

 

Landing fees and other rents increased 31.0%, or $5.8 million, due to a 33.3% increase in departures over 2003. Cost per available seat mile decreased 1.7% due to higher capacity and an increase in average stage length.

 

Aircraft rent increased 12.0%, or $1.9 million, due to having 3.0 more average aircraft under operating leases during the three months ended September 30, 2004 compared to 2003. Cost per available seat mile decreased 16.0% primarily due to a lower percentage of our aircraft fleet being leased.

 

Sales and marketing expense decreased 2.7%, or $0.4 million, due to $2.1 million in lower advertising offset by $1.7 million in higher credit card fees resulting from increased passenger revenues. On a cost per available seat mile basis, sales and marketing expense decreased 27.0% due to lower advertising costs. We booked the majority of our reservations through a combination of our website (75.0% in 2004) and our own reservation agents (23.3% in 2004).

 

Depreciation and amortization increased 42.7%, or $5.8 million, due to having 13.0 more average owned aircraft during the three months ended September 30, 2004 compared to the same period in 2003. Cost per available seat mile increased 7.0% primarily due to a higher percentage of our aircraft fleet being owned.

 

Maintenance materials and repairs increased 100%, or $5.8 million, due to having 16.0 more average operating aircraft in 2004 compared to the same period in 2003 and a gradual aging of our fleet. Cost per available seat mile increased 50.1% due to the completion of 10 airframe checks in 2004 compared to nine in 2003, as well as increased engine and component repairs.

 

Other operating expenses increased 35.2%, or $15.0 million. Higher variable costs associated with increased capacity and number of passengers served were the primary reasons for the increase. Cost per available seat mile increased 1.4% as a result of higher outside services and fuel taxes mitigated somewhat by higher capacity, lower insurance and lower utilities.

 

Other Income (Expense).  Interest expense increased 80.4%, or $6.3 million, due to the debt financing of 13 additional aircraft and interest on our 3½% convertible notes. Capitalized interest increased 76.3%, or $1.1 million, primarily due to higher predelivery deposit balances. Interest income increased 24.0%, or $0.5 million, primarily due to higher cash and investment balances in 2004.

 

Nine Months Ended September 30, 2004 and 2003

 

Our net income for the nine months ended September 30, 2004 decreased to $45.1 million from $84.4 million for the nine months ended September 30, 2003.  Diluted earnings per share was $0.41 for the nine months ended September 30, 2004 compared with $0.80 for the same period in 2003.  Our results for 2003 included $22.8 million in Emergency War Time compensation, which, net of income taxes and profit

 

11



 

sharing, amounted to $11.5 million, or $0.11 per diluted share.

 

Our operating margin for the nine months ended September 30, 2004 was 10.8% compared to 18.2% in 2003 and operating income was $100.7 million in 2004 compared to $133.8 million for the same period in 2003.  Our operations in 2004 were impacted by an extremely competitive revenue environment, which resulted in revenues growing at a slower rate than capacity additions, record high fuel prices, poor weather conditions on the East Coast, including four major hurricanes, and increases in maintenance costs.

 

Operating Revenues.  Operating revenues increased 26.7%, or $196.5 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 35.2% increase in departures, or $260.7 million, partially offset by a 7.4% decrease in yield, or $71.7 million, drove the increase in passenger revenues of $189.0 million for the nine months ended September 30, 2004. Lower yields experienced during 2004 and a 1.8 point reduction in load factor were primarily attributable to an extremely competitive environment, which included unprecedented fare discounting and frequent flier offers by several airlines in many of the markets we serve.  These carriers also added back capacity that was taken out in 2003 at the onset of hostilities in Iraq, which significantly impacted our East-West markets. Other revenue increased 31.2%, or $7.5 million, primarily due to increased change fees of $4.1 million resulting from more passengers and increases in LiveTV third party revenues of $1.9 million.

 

Operating Expenses.  Operating expenses increased 38.2%, or $229.6 million, due to an average of 16.5 additional aircraft in service in 2004. Operating capacity increased 39.6% to 13.82 billion available seat miles and an increase in transcontinental flights over 2003 contributed to a 7.1% increase in average stage length. Operating expenses per available seat mile decreased 1.0% to 6.02 cents for the nine months ended September 30, 2004.  Had fuel prices remained at 2003 levels, our cost per available seat mile would have decreased by 3.5% to 5.87 cents.  In detail, operating costs per available seat mile were:

 

 

 

Nine Months Ended
September 30,

 

Percent

 

 

 

2004

 

2003

 

Change

 

 

 

(in cents)

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Salaries, wages and benefits

 

1.79

 

1.97

 

(8.8

)%

Aircraft fuel

 

1.27

 

1.08

 

17.6

%

Landing fees and other rents

 

.49

 

.52

 

(5.2

)%

Aircraft rent

 

.38

 

.44

 

(13.8

)%

Sales and marketing

 

.34

 

.41

 

(18.9

)%

Depreciation and amortization

 

.39

 

.36

 

7.6

%

Maintenance materials and repairs

 

.23

 

.15

 

60.6

%

Other operating expenses

 

1.13

 

1.15

 

(2.4

)%

Total operating expenses

 

6.02

 

6.08

 

(1.0

)%

 

Salaries, wages and benefits increased 27.3%, or $53.1 million, due to an increase in average full-time equivalent employees of 35.0% in 2004 compared to 2003. Cost per available seat mile decreased 8.8% principally as a result of a $12.1 million lower profit sharing provision, of which $3.4 million was attributable to Emergency War Time compensation in 2003.

 

Aircraft fuel expense increased 64.1%, or $68.4 million, due to 51.5 million more gallons of aircraft fuel consumed resulting in $44.0 million of additional fuel expense and, after the impact of fuel hedging, a 16.2% increase in average fuel cost per gallon, or $24.4 million. Our fuel costs represented 21.1% and 17.7% of our operating expenses for the nine months ended September 30, 2004 and 2003, respectively.  During the nine months ended September 30, 2004, aircraft fuel prices remained at or near historically high levels and our average fuel price per gallon was 99.21 cents, a 16.2% increase compared to the nine months ended September 30, 2003.  Cost per available seat mile increased 17.6% due to the increase in average fuel cost per gallon.

 

12



 

Landing fees and other rents increased 32.3%, or $16.6 million, due to a 35.2% increase in departures over 2003. Cost per available seat mile decreased 5.2% due to higher capacity and an increase in average stage length.

 

Aircraft rent increased 20.4%, or $8.9 million, due to having 4.9 more average aircraft under operating leases during the nine months ended September 30, 2004 compared to 2003. Cost per available seat mile decreased 13.8% due to a lower percentage of our aircraft fleet being leased.

 

Sales and marketing expense increased 13.1%, or $5.4 million, due to higher credit card fees resulting from increased passenger revenues. On a cost per available seat mile basis, sales and marketing expense decreased 18.9% due to increases in capacity exceeding increases in advertising costs. We booked the majority of our reservations through a combination of our website (75.7% in 2004) and our own reservation agents (22.5% in 2004).

 

Depreciation and amortization increased 50.2%, or $17.8 million, due to having 11.6 more average owned aircraft during the nine months ended September 30, 2004 compared to the same period in 2003. Cost per available seat mile increased 7.6% primarily due to a higher percentage of our aircraft fleet being owned.

 

Maintenance materials and repairs increased 124%, or $18.0 million, due to having 16.5 more average operating aircraft in 2004 compared to the same period in 2003, and a gradual aging of our fleet. Cost per available seat mile increased 60.6% due to the completion of 39 airframe checks in 2004 compared to 23 in 2003, as well as increased engine and component repairs.

 

Other operating expenses increased 36.2%, or $41.4 million. Higher variable costs associated with increased capacity and number of passengers served were the primary reasons for the increase, partially offset by non-recurring tax refunds. Cost per available seat mile decreased 2.4% as a result of higher capacity and lower insurance rates.

 

Other Income (Expense).  Interest expense increased 81.9%, or $16.4 million, due to the debt financing of 13 additional aircraft and interest on our 3½% convertible notes resulting in $12.9 million of additional interest expense.  Capitalized interest increased 60.8%, or $2.2 million, primarily due to higher predelivery deposit balances. Interest income increased 26.2%, or $1.2 million, primarily due to higher cash and investment balances in 2004.

 

The following table sets forth our operating statistics for the three and nine months ended September 30, 2004 and 2003:

 

 

 

Three Months Ended
September 30,

 

Percent

 

Nine Months Ended
September 30,

 

Percent

 

 

 

2004

 

2003

 

Change

 

2004

 

2003

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue passengers

 

3,033,338

 

2,413,505

 

25.7

 

8,604,108

 

6,634,042

 

29.7

 

Revenue passenger miles (000)

 

4,196,006

 

3,248,958

 

29.1

 

11,503,686

 

8,418,820

 

36.6

 

Available seat miles (000)

 

4,940,080

 

3,704,841

 

33.3

 

13,815,395

 

9,898,131

 

39.6

 

Load factor

 

84.9

%

87.7

%

(2.8

)pts

83.3

%

85.1

%

(1.8

)pts

Breakeven load factor (1)

 

80.8

%

72.6

%

8.2

pts

76.1

%

71.7

%

4.4

pts

Aircraft utilization (hours per day)

 

13.6

 

13.2

 

2.9

 

13.5

 

13.1

 

3.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average fare

 

$

102.73

 

$

109.56

 

(6.2

)

$

104.65

 

$

107.23

 

(2.4

)

Yield per passenger mile (cents)

 

7.43

 

8.14

 

(8.8

)

7.83

 

8.45

 

(7.4

)

Passenger revenue per available seat mile (cents)

 

6.31

 

7.14

 

(11.6

)

6.52

 

7.19

 

(9.3

)

Operating revenue per available seat mile (cents)

 

6.54

 

7.38

 

(11.4

)

6.75

 

7.43

 

(9.2

)

Operating expense per available seat mile (cents)

 

6.08

 

5.93

 

2.5

 

6.02

 

6.08

 

(1.0

)

Airline operating expense per available seat mile (cents)(1)

 

6.00

 

5.91

 

1.6

 

5.96

 

6.06

 

1.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Departures

 

22,893

 

17,175

 

33.3

 

65,883

 

48,719

 

35.2

 

Average stage length (miles)

 

1,383

 

1,334

 

3.7

 

1,344

 

1,255

 

7.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of operating aircraft during period

 

61.8

 

45.8

 

35.0

 

58.6

 

42.1

 

39.2

 

Average fuel cost per gallon (cents)

 

107.93

 

81.33

 

32.7

 

99.21

 

85.37

 

16.2

 

Fuel gallons consumed (000)

 

63,466

 

47,087

 

34.8

 

176,561

 

125,014

 

41.2

 

Percent of sales through jetBlue.com during period

 

75.0

%

73.7

%

1.3

pts

75.7

%

72.4

%

3.3

pts

Full-time equivalent employees at period end (1)

 

 

 

 

 

 

 

6,127

 

4,548

 

34.7

 

 


(1)           Excludes results of operations and employees for LiveTV, LLC which are unrelated to our airline operations.

 

13



 

The following table reconciles our operating expenses reported in accordance with U.S. generally accepted accounting principles with those that we would have achieved had aircraft fuel prices remained at 2003 levels.  In management’s view, comparative analysis of results can be enhanced by excluding the significant increase in the price of aircraft fuel, which is largely beyond our control.

 

 

 

Three Months Ended
September 30, 2004

 

Nine Months Ended
September 30, 2004

 

 

 

$

 

CASM

 

$

 

CASM

 

 

 

(dollars in thousands; cost per available seat mile (CASM) in cents)

 

 

 

 

 

 

 

 

 

 

 

Operating expenses as reported

 

$

300,230

 

6.08

 

$

831,199

 

6.02

 

Less:

Reported aircraft fuel

 

(68,499

)

(1.39)

 

(175,174

)

(1.27)

 

Add:

Aircraft fuel at prior period cost per gallon

 

51,617

 

1.05

 

150,722

 

1.09

 

 

Profit-sharing impact

 

2,532

 

0.05

 

3,668

 

0.03

 

Fuel neutral operating expenses

 

$

285,880

 

5.79

 

$

810,415

 

5.87

 

 

Liquidity and Capital Resources

 

At September 30, 2004, we had cash and cash equivalents of $466.2 million, compared to $570.7 million at December 31, 2003. Cash flows from operating activities were $156.3 million for the nine months ended September 30, 2004 compared to $219.1 million for the nine months ended September 30, 2003.  The $62.8 million decline in cash flows from operations in 2004 compared to 2003 was a result of a 7.4% decline in yields, a 16.2% increase in fuel prices as well as severe weather experienced on the East Coast during the third quarter, offset by a 36.6% increase in revenue passenger miles.  Cash flows from operations in 2003 included $22.8 million in government compensation, which was not received in 2004.  We rely primarily on operating cash flows to provide working capital. We presently have no lines of credit other than a $48.0 million short-term borrowing facility for certain aircraft predelivery deposits.  At September 30, 2004, we had $43.3 million in borrowings outstanding under this facility.

 

Investing activities.  During the nine months ended September 30, 2004, capital expenditures related to our purchase of flight equipment included expenditures of $351.7 million for 10 Airbus A320 aircraft, $134.0 million for flight equipment deposits and $11.8 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $55.9 million.

 

During the nine months ended September 30, 2003, capital expenditures related to our purchase of flight equipment included expenditures of $302.6 million for nine Airbus A320 aircraft and one spare engine, $123.8 million for flight equipment deposits and $12.1 million for spare part purchases. Capital

 

14



 

expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $31.7 million.

 

Financing activities.  Financing activities for the nine months ended September 30, 2004 consisted of (1) the financing of eight aircraft with $264.1 million in floating rate equipment notes purchased with proceeds from our public offering of pass-through certificates, (2) the financing of two aircraft with $68.0 million of 12-year floating rate equipment notes issued to a European bank (3) the repayment of three spare engine notes totaling $9.1 million and (4) scheduled maturities of $45.7 million of debt.

 

On March 24, 2004, we completed a public offering of $431 million of pass-through certificates Series 2004-1 to finance 13 new Airbus A320 aircraft, scheduled to be delivered through December 2004.  The pre-funded cash proceeds from the sale of the certificates are being held in escrow with a depositary.  As aircraft are delivered, the cash proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft.

 

Financing activities for the nine months ended September 30, 2003 consisted primarily of (1) our public offering in July 2003 of 4,485,000 shares of our common stock at $28.33 per share, raising net proceeds of $122.4 million, (2) our issuance in July 2003 of $175 million principal amount of 31/2% convertible senior notes due 2033, raising net proceeds of $170.4 million, (3) the sale and leaseback over 20 years of five aircraft for $189.3 million with a U.S. leasing institution, (4) the incurrence of $136.0 million of 10-year floating rate equipment notes issued to various European banks secured by four aircraft, and (5) the repayment of $37.8 million of long-term debt.

 

We currently have registration statements on file with the Securities and Exchange Commission, or SEC, which, when effective, will permit us to offer up to $1 billion aggregate amount of common stock, preferred stock, debt securities and/or pass through certificates.  The net proceeds of any securities offered may be used to fund capital expenditures, including aircraft acquisitions and construction of facilities on or near airports, or to increase working capital.

 

Working Capital.  Our working capital was $113.5 million as of September 30, 2004. We expect to continue generating positive working capital through our operations. However, we cannot predict whether current trends and conditions will continue or what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as increased fuel prices, adverse weather conditions, airline bankruptcies or consolidations, U.S. military actions, or acts of terrorism.  We have secured financing for all of our remaining aircraft deliveries scheduled for 2004 and, assuming that we utilize the predelivery short-term borrowing facility available to us, we believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

 

Contractual Obligations

 

Our noncancelable contractual obligations at September 30, 2004 include the following (in millions):

 

15



 

 

 

Payments due in

 

 

 

Total

 

2004

 

2005

 

2006

 

2007

 

2008

 

Thereafter

 

Long-term debt (1)

 

$

1,805

 

$

36

 

$

144

 

$

142

 

$

140

 

$

148

 

$

1,195

 

Operating leases

 

1,054

 

26

 

109

 

112

 

97

 

92

 

618

 

Flight equipment obligations

 

7,420

 

200

 

805

 

1,125

 

1,160

 

1,195

 

2,935

 

Short-term borrowings

 

43

 

43

 

 

 

 

 

 

Facilities and other (2)

 

243

 

54

 

86

 

21

 

24

 

27

 

31

 

Total

 

$

10,565

 

$

359

 

$

1,144

 

$

1,400

 

$

1,421

 

$

1,462

 

$

4,779

 

 


(1)  Includes actual interest and estimated interest for floating-rate debt based on September 30, 2004 rates.

(2)  Amounts represent noncancelable commitments for the purchase of goods and services.

 

There has been no material change in the terms of our debt instruments or financial covenants from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2003 Form 10-K.  There are no new covenants associated with our equipment notes issued as part of our public offering of pass-through certificates.  At September 30, 2004, we were in compliance with the covenants of all of our debt and lease agreements.

 

In January 2004, we entered into a non-cancelable operating lease for one aircraft with a 12-year term.  We have $20.1 million of restricted cash pledged under standby letters of credit related to certain of our leases which expire at the end of the related lease terms.

 

We operated a fleet of 63 Airbus A320 aircraft, of which 38 were owned and 25 were leased under operating leases, as of September 30, 2004. We also took delivery of one owned aircraft in September that began scheduled service in October 2004.  The average age of our fleet was 2.2 years at September 30, 2004.

 

On June 7, 2004 we amended our purchase agreement with AVSA, S.A.R.L., an affiliate of Airbus Industrie, increasing our firm orders for new aircraft by 30 through the exercise of existing purchase options.  We also received additional purchase options for 30 new aircraft.  Concurrently, we amended our purchase agreement with International Aero Engines to increase our firm engine orders to correspond to the increase in our firm aircraft ordered in addition to ordering five new spare engines.

 

As of September 30, 2004, we had on order 119 Airbus A320 aircraft and 100 Embraer E190 aircraft with options to acquire 50 additional Airbus A320 aircraft and 100 additional Embraer E190 aircraft, which are scheduled for delivery through 2016 (on a relatively even basis during each year) as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

End of Year
Cumulative

 

 

 

Firm

 

Option

 

Total

 

Year

 

A320

 

E190

 

Total

 

A320

 

E190

 

Fleet(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remainder of 2004

 

5

 

 

5

 

 

 

69

 

2005

 

15

 

7

 

22

 

 

 

91

 

2006

 

17

 

18

 

35

 

 

 

126

 

2007

 

17

 

18

 

35

 

 

 

161

 

2008

 

17

 

18

 

35

 

2

 

 

198

 

2009

 

18

 

18

 

36

 

2

 

 

236

 

2010

 

18

 

18

 

36

 

2

 

 

274

 

2011

 

12

 

3

 

15

 

9

 

15

 

313

 

2012

 

 

 

 

20

 

18

 

351

 

2013

 

 

 

 

15

 

18

 

384

 

2014

 

 

 

 

 

18

 

402

 

2015

 

 

 

 

 

18

 

420

 

2016

 

 

 

 

 

13

 

433

 

 

 

119

 

100

 

219

 

50

 

100

 

 

 

 

16



 


(1) Assumes all options are exercised.

 

Committed expenditures for our 219 firm aircraft and 37 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt financing has been arranged for all of our remaining 2004 aircraft deliveries and lease financing has been arranged for the first 30 of our Embraer E190 aircraft deliveries. Although we believe that debt and/or lease financing should be available for our remaining aircraft deliveries, we cannot assure you that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Other anticipated capital expenditures for spare parts, ground purchases and facility improvements for the remainder of 2004 are projected to be approximately $60 million in the aggregate.

 

In March 2004, the Port Authority of New York and New Jersey, or PANYNJ, and the airlines reached an agreement in principle for the use of runways, taxiways and other facilities at JFK and LaGuardia Airports.  While the agreement is not final, the new agreement is expected to have a 20-year term, with a retroactive effective date of January 1, 2004. Financial terms of the new agreement are not materially different from those of the current operating agreement. Until the terms of the new agreement are finalized, a standstill agreement was entered into by the PANYNJ and the airlines that extended the original agreement to September 30, 2004. We anticipate that the PANYNJ and the airlines will execute an additional standstill agreement that will expire on December 31, 2004.

 

Off-Balance Sheet Arrangements

 

We have evaluated our interests in variable interest entities as defined by FASB Interpretation No. 46, Consolidation of Variable Interest Entities, and have determined that we hold a significant variable interest in, but are not the primary beneficiary of, certain pass-through trusts which are the purchasers of equipment notes issued by us and held by such pass-through trusts.  The proceeds from the sale of the certificates are being held in escrow with a depositary. As aircraft are delivered, the proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft.  The proceeds held in escrow are not assets of ours, nor are the certificates obligations of ours or guaranteed by us; therefore they are not included in our condensed consolidated financial statements.

 

The certificates contain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for these certificates are Landesbank Hessen-Thuringen Girozentrale and Morgan Stanley Capital Services.

 

We utilize a policy provider to provide credit support on the Class G-1 and Class G-2 certificates. The policy provider has unconditionally guaranteed the payment of interest on the certificates when due and the payment of principal on the certificates no later than 18 months after the final expected regular distribution date. The policy provider is MBIA Insurance Corporation (a subsidiary of MBIA, Inc.).  Financial information for the parent company of the policy provider is available at the SEC’s website at http://www.sec.gov or at the SEC’s public reference room in Washington, D.C.

 

We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our balance sheet, which we believe will not have a significant impact on our results of operations or financial condition.

 

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Critical Accounting Policies and Estimates

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2003 Form 10-K.

 

New Accounting Standard

 

In September 2004, the Emerging Issues Task Force reached consensus on Issue No. 04-08, or EITF 04-08, "The Effect of Contingently Convertible Debt on Diluted Earnings per Share," which requires the dilutive effect of contingently convertible debt instruments to be included in earnings per share.  Accordingly, the shares issuable upon conversion of contingently convertible debt instruments are to be considered in the diluted earnings per share calculation, regardless of whether the contingent conditions for their conversion are satisfied, so long as they are dilutive.  EITF 04-08 will be effective for reporting periods ending after December 15, 2004 and is not expected to have a material impact on our diluted earnings per share.

 

Other Information

 

Outlook.  We expect our full-year operating capacity for 2004 to increase by approximately 40 to 42 percent over 2003 and our average stage length is anticipated to be approximately 1,360 miles, which, together with the current competitive industry environment, should result in lower passenger revenues per available seat mile.  Fuel costs have risen sharply since early December 2003 and may further increase.  Assuming fuel prices of $1.30 per gallon, net of hedging arrangements, our cost per available seat mile is expected to be slightly higher than 2003 and our operating margin is expected to be between (1.0)% and 1.0% for the fourth quarter 2004.  Higher maintenance costs are expected to be partially offset by our fixed costs being spread over more projected available seat miles.  We anticipate a net loss in the fourth quarter of 2004 as a result of the continued effects of low yields and high fuel prices.

 

We continue to add service, as reflected by our new daily non-stop service between JFK and Phoenix, AZ, which commenced on October 1, 2004, and between JFK and Nassau, Bahamas, which commenced on November 1, 2004.  Our capacity growth for 2005 is expected to increase by approximately 26 to 28 percent and our average stage length is anticipated to be approximately 1,350 miles.

 

Improved Customer Product.  As part of our continuing effort to improve our customers’ flying experience, we began to add more in-flight entertainment offerings for our customers by increasing the number of LiveTV channels from 24 to 36 and by adding movie channel offerings from News Corporation’s Fox Entertainment Group to all of our aircraft.  As of September 30, 2004, we had completed modifications to 19 aircraft with the remaining aircraft scheduled for completion by mid-2005.  Additionally, in early 2005, we plan to begin adding XM Satellite Radio to our in-flight entertainment offerings.

 

JFK Update.  In August 2004, we reached an understanding in principle with the PANYNJ for the construction and operation of a new 26-gate terminal to be constructed on the existing Terminal 5 site at JFK.  Subject to the execution of a definitive agreement, we plan to construct a 640,000 square foot state-of-the-art terminal and parking garage with roadways and an AirTrain connector and, if required, a pedestrian access to the historic Saarinen Building.  The aggregate cost of this project is currently estimated at $680 million.  Terms of the construction and execution of a lease agreement for the facility are expected to be finalized in early 2005, with construction planned to commence thereafter.

 

Major Airline Status.  On September 20, 2004, the Department of Transportation, or DOT, declared that, effective January 1, 2005, JetBlue will be classified as a major airline since we had in excess of $1 billion in revenues for the twelve months ended June 30, 2004, the DOT’s fiscal year.

 

LiveTV.  On September 16, 2004, our subsidiary, LiveTV, LLC, entered into an agreement for the lease of certain hardware and the installation, programming and maintenance of LiveTV’s XM Satellite

 

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Radio in-flight entertainment system to AirTran Airways, Inc. on its Boeing 717 aircraft and its Boeing 737NG aircraft. The order is to equip 135 firm aircraft with an option by AirTran to install the system on future aircraft deliveries.

 

Aviation Insurance.  Currently, the U.S. government provides war risk coverage to the airline industry with a third party liability policy to cover losses to persons other than employees or passengers, which is in effect until December 31, 2004.  We cannot predict whether the government will continue to renew this insurance or how much our premiums would increase if alternative insurance carriers were to provide this coverage.

 

Recent Awards.  JetBlue won the “Best Domestic Airline” award by the Condé Nast Traveler’s 2004 Readers’ Choice Awards for the third consecutive year in September 2004.  JetBlue also won the “Best Single-Class Airline” award in Condé Nast Traveler’s 2004 Business Travel Awards and scored business traveler’s best rating for value of any airline in the world.

 

Additional Risk Factors.  Updated or additional risk factors to the risk factors contained in our 2003 Form 10-K and quarterly reports on Form 10-Q are as follows:

 

If we fail to successfully implement our growth strategy, our business could be harmed.

 

Our growth strategy involves increasing the frequency of flights to markets we currently serve, expanding the number of markets served and increasing flight connection opportunities. Achieving our growth strategy is critical in order for our business to achieve economies of scale and to sustain or increase our profitability. Increasing the number of markets we serve depends on our ability to access suitable airports located in our targeted geographic markets in a manner that is consistent with our cost strategy. We will also need to obtain additional gates at some of our existing destinations. Any condition that would deny, limit or delay our access to airports we seek to serve in the future will constrain our ability to grow. Opening new markets requires us to commit a substantial amount of resources, even before the new services commence. Expansion is also dependent upon our ability to maintain a safe and secure operation and will require additional personnel, equipment and facilities as well as obtaining approval from the DOT and the Federal Aviation Administration, or FAA, to operate more than the 70 aircraft which we are currently allowed to operate.

 

An inability to hire and retain personnel, timely secure the required equipment and facilities in a cost-effective manner, efficiently operate our expanded facilities, or obtain the necessary regulatory approvals may adversely affect our ability to achieve our growth strategy. In addition, our competitors have often chosen to add service, reduce their fares and/or offer special promotions following our entry into a new market. We cannot assure you that we will be able to successfully expand our existing markets or establish new markets in this increased competitive environment, and if we fail to do so our business could be harmed.

 

Expansion of our markets and services may also strain our existing management resources and operational, financial and management information systems to the point that they may no longer be adequate to support our operations, requiring us to make significant expenditures in these areas. We expect that we will need to develop further financial, operational and management reporting systems and procedures to accommodate future growth. While we believe our current systems and procedures are adequate, we cannot assure you that we will be able to develop such additional systems or procedures to accommodate our future expansion on a timely basis, and the failure to do so could harm our business.

 

The airline industry has incurred significant losses resulting in airline restructurings and bankruptcies, which could result in changes in our industry.

 

As a result of slower general economic conditions, the lingering impact of the 2001 terrorist attacks and military action in Iraq, the airline industry has experienced a decline in demand which has resulted in record financial losses. In response to the adverse financial results the industry has experienced, most

 

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airlines have taken actions in an effort to reduce losses, such as reducing capacity and rationalizing fleet types, furloughing or terminating employees, limiting service offerings, renegotiating or attempting to renegotiate labor contracts and reconfiguring flight schedules, as well as other efficiency and cost-cutting measures. Some airlines have reexamined their traditional business models and have created or plan to launch their own low-fare operations. Despite these actions, financial losses have continued into 2004 and it is foreseeable that further airline reorganizations, bankruptcies or consolidations may occur, the effects of which we are unable to predict. Even with these conditions, the airline industry has continued to add or restore capacity. We cannot assure you that the occurrence of these events, or potential changes resulting from these events, will not harm our business or the industry.

 

Continued high fuel costs would harm our business.

 

Fuel costs constitute a substantial portion of our total operating expenses. Recently, there have been significant increases in fuel costs.  Continued high fuel costs or further increases would harm our financial condition and results of operations. Historically, fuel costs have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for both home heating oil and gasoline. Because of the effect of these events on the price and availability of fuel, the cost and future availability of fuel cannot be predicted with any degree of certainty. In the event of a fuel supply shortage, further increased fuel prices or the curtailment of scheduled service could result.  Some of our competitors may have more leverage than we do in obtaining fuel.  In addition, although we utilize a fuel hedging program, under which we enter into crude oil option contracts and swap agreements to partially protect against significant increases in fuel prices, our fuel hedging program does not completely protect us against ordinary course price increases and is limited in fuel volume and duration.

 

Forward-Looking Information.  This report contains forward-looking statements relating to future events and our future performance including, without limitation, statements regarding financial forecasts or projections, our expectations, beliefs, intentions or future strategies that are signified by the words “expects”, “anticipates”, “intends”, “believes”, “plans”, or similar language. Our actual results and the timing of certain events could differ materially from 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 therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we may not inform you if they do. Our policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter.

 

Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward looking statements due to many factors, including without limitation, our extremely competitive industry, our ability to implement our growth strategy including the integration of the Embraer E190 aircraft into our operations, our significant fixed obligations and our reliance on high daily aircraft utilization, increases in maintenance costs, fuel prices and interest rates, our dependence on the New York market, seasonal fluctuations in our operating results, our reliance on sole suppliers, government regulation, the loss of key personnel and potential problems with our workforce, the potential liability associated with the handling of our customer data and future acts of terrorism or the threat of such acts or escalation of U.S. military involvement overseas.

 

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2003 Form 10-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2003 Form 10-K, except as

 

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follows:

 

Aircraft fuel.  As of September 30, 2004, we had hedged 35% of our expected remaining 2004 fuel requirements using swaps at an average of $25.34 per barrel.  Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the September 30, 2004 cost per gallon of fuel, including the effects of our fuel hedges.  Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $31 million, compared to an estimated $7 million for 2003 measured as of September 30, 2003.  See Note 9 to our unaudited condensed consolidated financial statements included elsewhere in this report for additional information.

 

Item 4. Controls and Procedures.

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures as of September 30, 2004.  Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as specified in the SEC’s rules and forms.  There has been no change in our internal control over financial reporting during the three months ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

 

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PART II.  OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Beginning in September 2003, several lawsuits were commenced against us in the 3rd Judicial District Court of Utah, San Diego Superior Court, the U.S. District Court for the Central District of California, the U.S. District Court for the Eastern District of New York and the U.S. District Court for the Southern District of Florida, alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well as violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. Since the lawsuits are in the preliminary stages, we are unable to determine the impact they may have upon us.

 

In the ordinary course of our business, we are party to various other legal actions, which we believe are incidental to the operation of our business.  We believe that the outcome of these proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations or cash flows.

 

Item 2. Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities

 

For the quarter ended September 30, 2004, 99,271 shares of common stock were surrendered or withheld in connection with the payment of the exercise price or withholding taxes in respect to the exercise of outstanding stock options.

 

Item 5. Other Information.

 

Universal Shelf Registration

 

We currently have on file with the SEC an effective shelf registration statement (No. 333-108616) for the issuance of up to $750 million aggregate amount of common stock, preferred stock, debt securities and/or pass-through certificates.  Through September 30, 2004. we had issued $431 million of pass-through certificates under this shelf registration statement. On October 5, 2004, we filed an additional shelf registration statement (No. 333-119549) on Form S-3 with the SEC, which, when effective, will permit us to offer up to $681 million additional aggregate amount of common stock, preferred stock, debt securities and/or pass-through certificates. We have not issued nor offered any securities related to this registration statement.

 

Qualified Trading Plan

 

Our Executive Vice President and Secretary, Thomas Kelly, has executed a written plan in accordance with SEC Rule 10b5-1 for gradually liquidating a portion of his holdings of our common stock and common stock that will be issued upon exercise of his stock options.  The new plan provides for monthly stock sales and does not prohibit Mr. Kelly from executing additional transactions with respect to our stock.  The new plan will commence upon expiration of his previously established written plan.

 

Item 6.            Exhibits and Reports on Form 8-K.

 

(a)   Exhibits:  See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.

 

(b)   Reports on Form 8-K

 

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      Current Report on Form 8-K dated July 22, 2004 reporting under Item 12. “Results of Operations and Financial Condition”  financial results for the second quarter ended June 30, 2004.

 

      Current Report on Form 8-K dated October 8, 2004 reporting under Item 3.03. “Material Modification to Rights of Security Holders” an amendment to the Company’s Amended and Restated Registration Rights Agreement.

 

      Amendment to Current Report on Form 8-K/A dated October 8, 2004 reporting under Item 3.03.  “Material Modifications to Rights of Security Holders”.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

JETBLUE AIRWAYS CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

Date: November 1, 2004

By:

/s/ HOLLY NELSON

 

 

 

Vice President and Controller

 

 

 

(principal accounting officer)

 

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit

 

 

 

12.1

 

Computation of Ratio of Earnings to Fixed Charges.

 

 

 

31.1

 

Certifications Pursuant to Rule 13a-14(a)/15d-14(a), furnished herewith.

 

 

 

32.1

 

Certification Pursuant to Section 1350, furnished herewith.

 

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