-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LaqG2FmyTXuN/SACYDPXYNh14blKUMKl0GzsAA3/kwdLinWek9RnYpwSalDSBUTx cF6Lwh6x8aFRXiUVEB5FVQ== 0001188112-07-001322.txt : 20070502 0001188112-07-001322.hdr.sgml : 20070502 20070502171526 ACCESSION NUMBER: 0001188112-07-001322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070502 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 07811701 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 8-K 1 t14132_8k.htm CURRENT REPORT ON FORM 8-K Current Report on Form 8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2007

 

DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware
001-05424
58-0218548
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)


Registrant’s telephone number, including area code:    (404) 715-2600


Registrant’s Web site address:      www.delta.com


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):





ITEM 7.01 Regulation FD Disclosure.

On May 2, 2007, Delta Air Lines, Inc. provided information regarding the projected impact that certain noin-cash accounting events, including the adoption of fresh start reporting as a result of its emergence from bankruptcy, will have on its financial statements for the two month period ending June 30, 2007 and the eight month period ending December 31, 2007.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this Form 8-K and the Exhibits hereto include “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. In particular, estimates of fair value adopted under fresh-start reporting represent the company's current estimates based on asset appraisals which are preliminary and subject to change. As a result, changes in values and assumptions may have a material impact on these adjustments. Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K for the fiscal year ended December 31, 2006, filed on March 2, 2007. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of May 2, 2007, and which Delta has no current intention to update.

Other Important Notes

In accordance with general instruction B.2 of Form 8−K, the information in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8−K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1    Information Regarding Non-Cash Accounting Events


 
 
2

 
 
SIGNATURES



          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 hereunto duly authorized.



 
DELTA AIR LINES, INC.
   
 
By: /s/ Edward H. Bastian    
Date:  May 2, 2007
      Edward H. Bastian
      Executive Vice President - Chief Financial Officer
 
 
 
3

 
 

EXHIBIT INDEX

Exhibit Number
Description
   
Exhibit 99.1
Information Regarding Non-Cash Accounting Events

 
 
 
 
 
 
 
 
 
 
 
 
4
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1


EXHIBIT 99.1

 
Information Regarding Non-Cash Accounting Events

In connection with our emergence from Chapter 11 on April 30, 2007, our financial statements will be impacted by the following non-cash accounting events, including:

 
1.
The adoption of fresh start reporting required under AICPA Statement of Position (SOP) 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”;
 
2.
Recognition of compensation expense related to certain share-based incentive awards to be issued in connection with our emergence from Chapter 11; and
 
3.
A change in the classification of certain items in our financial statements.

1. Fresh Start Reporting
Fresh start reporting results in our becoming a new entity for financial reporting purposes. Upon the adoption of fresh start reporting, our financial statements will not be comparable, in various material respects, to any of our previously issued financial statements.

The table below shows the estimated impact to Delta’s pre-tax income for the eight month period ended December 31, 2007 from the adoption of fresh start reporting (excluding the impact of a possible change in our accounting for the SkyMiles Frequent Flyer Program).


Impact of Fresh Start Reporting
     
For the Eight Month Period Ended December 31, 2007
     
       
(in millions)
       
Increase (decrease) in pre-tax income
       
Depreciation
 
$
126
 
Amortization of intangibles
   
(228
)
Landing fees and other rents
   
(14
)
Aircraft maintenance materials and outside repairs
   
(71
)
Aircraft rent
   
6
 
Other operating expense
   
11
 
Interest expense
   
25
 
Net decrease in pre-tax income
  $
(145
)

These items are described in more detail below:

Depreciation: Under fresh start reporting, property and equipment will be revalued at current market levels. We expect to reduce the net book value of property and equipment by $1.5 billion. In addition, depreciable lives of flight equipment have been increased, on average, from 25 years to 30 years to reflect revised estimated useful lives. As a result, we expect depreciation expense to decrease by $32 million for the two month period ended June 30, 2007, and by $126 million for the eight month period ended December 31, 2007.





Amortization: Under fresh start reporting, all our intangible assets will be revalued at current market levels. We expect to increase the net book value of intangible assets (excluding goodwill) by $3.0 billion. As a result, we expect amortization expense to increase by $57 million for the two month period ended June 30, 2007, and by $228 million for the eight month period ended December 31, 2007.

Aircraft Rent and Other Rent: Under fresh start reporting, significant leases are revalued at current market rates. Revaluation of our aircraft leases and facilities leases will result in an adjustment of deferred rents that arises from the difference between the cash flows associated with a lease and the required straight-line recognition of rents in the income statement. We expect these adjustments to
 
-
Increase facilities rent by $4 million for the two month period ended June 30, 2007, and by $14 million for the eight month period ended December 31, 2007; and
-
Decrease aircraft rent by $2 million for the two month period ended June 30, 2007, and by $6 million for the eight month period ended December 31, 2007.

Aircraft Maintenance Materials and Outside Repairs and Other Operating Expense: We will change the way we account for certain maintenance parts that were previously capitalized and depreciated.  After emergence, we will expense these parts as they are placed on the aircraft. This change will result in
 
-
An increase in aircraft maintenance materials and outside repairs expense of $18 million for the two month period ended June 30, 2007, and $71 million for the eight month period ended December 31, 2007, and
-
A decrease in other operating expense of $3 million for the two month period ended June 30, 2007, and $11 million for the eight month period ended December 31, 2007.
 
Interest Expense: We expect that revaluation of our debt and capital lease obligations will result in a non-cash decrease in interest expense from the amortization of premiums which arise from adjusting these obligations to fair market value. We expect interest expense to decrease by $6 million for the two month period ended June 30, 2007, and by $25 million for the eight month period ended December 31, 2007.




Accounting for SkyMiles Frequent Flyer Program: Currently, Delta accounts for frequent flyer miles earned on Delta flights using the incremental cost method. We are currently evaluating a deferred revenue method to account for these miles. If we make this change, we expect passenger revenues and pre-tax profit will increase nominally for the eight month period ending December 31, 2007.

Pro-Forma Balance Sheet: We expect to provide an updated pro-forma balance sheet by mid-May 2007.

Impact of Fresh Start Reporting in 2008: We estimate the impact of fresh start reporting to reduce pre-tax income by $150 million to $175 million for the full year 2008.

2. Share-Based Compensation Expense
As announced on March 20, 2007, management employees will receive certain share-based incentive awards in connection with Delta’s emergence. Accounting guidelines require that compensation related to these awards be recognized in a company’s financial statements. The amount of compensation related to the awards is based on estimates of the fair value of those awards. We estimate that compensation expense related to these awards will be approximately $29 million for the two month period ended June 30, 2007, $100 million for the eight month period ended December 31, 2007 and $70 million for the full year 2008.

3. Accounting Reclassification Items
Upon emergence, Delta will change the classification of certain items in its financial statements. These changes, described below, will have no impact on projected net income in any period subsequent to Delta’s emergence. The estimated line item impact of these reclassifications is shown in the table below for the two month period ended June 30, 2007, and for the eight month period ended December 31, 2007.




 

                       
   
For the Two Month Period Ended June 30, 2007
   
   
Fuel Taxes
 
In-
Sourcing
 
Crown
Room
 
DGS
 
Total
 
(in millions)
                     
OTHER REVENUE
 
$
-
 
$
43
 
$
8
 
$
-
 
$
51
 
                                 
OPERATING EXPENSE:
                               
Aircraft fuel
   
19
   
-
   
-
   
-
   
19
 
Salaries and related costs
   
-
   
6
   
3
   
32
   
41
 
Contracted services
   
-
   
-
   
1
   
(32
)
 
(31
)
Landing fees and other rents
   
-
   
-
   
2
   
-
   
2
 
Aircraft maintenance materials and outside repairs
   
-
   
25
   
-
   
-
   
25
 
Passenger service
   
-
   
-
   
1
   
-
   
1
 
Other
   
(19
)
 
12
   
1
   
-
   
(6
)
Total operating expense
   
-
   
43
   
8
   
-
   
51
 
                                 
OPERATING INCOME (LOSS)
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
 
 

   
For the Eight Month Period Ended December 31, 2007
 
   
Fuel Taxes
 
In-
Sourcing
 
Crown
Room
 
DGS
 
Total
 
(in millions)
                     
OTHER REVENUE
 
$
-
 
$
171
 
$
34
 
$
-
 
$
205
 
                                 
OPERATING EXPENSE:
                               
Aircraft fuel
   
103
   
-
   
-
   
-
   
103
 
Salaries and related costs
   
-
   
25
   
14
   
129
   
168
 
Contracted services
   
-
   
-
   
6
   
(129
)
 
(123
)
Landing fees and other rents
   
-
   
-
   
9
   
-
   
9
 
Aircraft maintenance materials and outside repairs
   
-
   
99
   
-
   
-
   
99
 
Passenger service
   
-
   
-
   
3
   
-
   
3
 
Other
   
(103
)
 
47
   
2
   
-
   
(54
)
Total operating expense
   
-
   
171
   
34
   
-
   
205
 
                                 
OPERATING INCOME (LOSS)
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 

 
Fuel taxes: Delta will record fuel tax expense in aircraft fuel expense. Previously, fuel taxes were recorded in other operating expenses.

In-sourcing revenue: Delta will record revenue for its maintenance in-sourcing business in other revenue and the associated costs will be recorded in salary and maintenance expense. Previously, the revenues and expenses from this business were reflected on a net basis in other operating expenses.

The net impact of our in-sourcing business was previously reflected in Consolidated and Mainline unit costs. Upon our emergence from bankruptcy, expenses related to this business will be excluded from Mainline unit costs, because we believe these expenses are not core costs associated with generating a seat mile.




Delta Global Services, LLC (DGS): Delta will record salaries expense for permanent and contract workers employed at Delta’s wholly owned subsidiary, DGS, in salaries and related expense. Previously, these costs were recorded in contracted services expense.

The net impact of this business was previously reflected in Consolidated and Mainline unit costs. Upon our emergence from bankruptcy, DGS salaries expense for labor provided to third parties will be excluded from both Consolidated and Mainline unit costs, because we believe these expenses are not core costs associated with generating a seat mile.

Crown Room Business: Delta will record expenses from its Crown Room operations in several line items in the income statement. Previously, expenses from these operations were recorded net in other revenues.


Forward-Looking Statements
The information provided above includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. In particular, estimates of fair value adopted under fresh-start reporting represent the company's current estimates based on asset appraisals which are preliminary and subject to change. As a result, changes in values and assumptions may have a material impact on these adjustments. Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K for the fiscal year ended December 31, 2006, filed on March 2, 2007. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of May 2, 2007, and which Delta has no current intention to update.

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