
By now, readers may be tired of us banging on about how it
sucks to be a regional airline,
however much they may (or may not) be convinced. There’s an exception
to this, however, that’s worth studying, namely SkyWest. This didn't
happen yesterday, this happened last fall, but few people seem to fully
appreciate what SkyWest achieved, especially since it happened so
quietly (which may have been the point).
SkyWest
was a pre-9/11 regional darling, with good juicy contracts with both
United and Delta, both for 50-seat RJs and turboprops. Both of these
airlines subsequently entered Chapter 11 bankruptcy, United in Dec 2002
and Delta in Sep 2005. The 50-seat RJ is yesterday’s news and
turboprops were largely unwanted even before 9/11. Those bare facts
would strongly suggest that by now, SkyWest would be a pale shadow of
what it was. But it’s not. SkyWest is an example of how management can
make a difference even when dealt a poor hand.
For instance,
SkyWest was one of three pre-9/11 United regional partners. The other
two were ACA (which became Independence Air, which
recently winked out of existence)
and Air Wisconsin, which despite its loyalty to United was
unceremoniously dumped last year and had to buy its way (through a
$125mm investment) into a contract with US Airways (this worked out in
the end, but it looked pretty dubious at the time). SkyWest is the only
United Express survivor, and now does much more for United than it did,
including flying 70-seat RJs.
SkyWest has done a great job of
capitalizing on the misfortunes of others. United was left in the lurch
when ACA refused to renegotiate its deal after United filed Chapter 11.
At the time, ACA flew about 50% of United’s regional jet capacity.
United therefore (1) wanted to show that it could come to agreement
with at least one of its regionals (i.e. the fault was that of ACA, not
United) and (2) was thus not inclined to bargain for every last dollar
when SkyWest offered to help United. SkyWest did well by helping United
in its hour of need.
But that’s nothing compared to what SkyWest
accomplished in the case of the Delta bankruptcy. What happened there
was truly daring, perhaps the greatest coup of this downturn. In the
weeks after Delta filed Chapter 11, SkyWest management secured hundreds
of millions of dollars of value for their company from beneath the eyes
of the bankruptcy court and Delta’s creditors, who didn’t seem to
notice.
A More Dangerous Bankruptcy than UnitedSkyWest
stood to lose a lot in the Delta bankruptcy, arguably significantly
more than it lost in the United Ch 11 renegotiation. The reason is that
in the meantime the 50-seat RJ market had softened considerably.
As we previously discussed,
the market for 50-seat RJs was never as strong as it was when ACA was
pulling theirs from United. From then on, it’s been in steady decline,
as relaxed scope clauses meant that legacy majors could focus on larger
RJs and as Independence Air slowly collapsed.
Further, a Delta
Ch 11 filing (which was widely anticipated in summer 2005) was itself
likely to be the worst blow to ever hit the 50-seat RJ market because
Delta was (and is) by far the largest employer of 50-seat RJs and (in
summer 2005) had two regional subsidiaries, ASA (not to be confused
with ACA) and Comair that between them owned or leased over 200
50-seaters.
As we’ve discussed before,
an airline in Ch 11 can mark-to-market its aircraft leases and loans,
and with such a dominant position in the RJ market, Delta could do
severe damage 50-seat RJ values in Ch 11.
This stood to be
particularly dangerous to those airlines, like SkyWest, that had
long-term obligations for 50-seat RJs, because they stood to be
squeezed between their own static aircraft ownership payments and
reduced RJ contract rates.
Aircraft ownership (aircraft rent or
aircraft depreciation plus aircraft finance interest) is about 25% of
the costs of a typical regional airline. Suppose post-Delta bankruptcy
lease rates for 50-seat RJs dropped by 25%. That would mean the cost of
providing 50-seat RJ lift under a new contract using newly-leased
aircraft would drop by 6.25% (= 25% times 25%). That would mean that
Delta would want to reduce its regional airline contracts (not its
aircraft leases, but the contracts it had with SkyWest and other
regional airlines for 50-seat RJ lift) by at least 6.25%, because an
airline in Chapter 11 will seek to mark-to-market all its contracts,
not just leases.
But that’s a huge problem for an airline like
SkyWest with long-term RJ obligations. SkyWest isn’t in bankruptcy, it
doesn’t get to mark-to-market its own RJ leases, yet Delta would get to
(try to) mark-to-market the RJ contracts it had with SkyWest. In other
words, SkyWest faced significant revenue reduction from a Delta
bankruptcy without offsetting expense reduction. Since in
round-figures, SkyWest’s operating margins are about 10% on such
flying, cutting 6.25 percentage points amounts to approximately a 60%
reduction in operating profit on flying 50-seat RJs. Reminder: this is
just an example to demonstrate the scale of the issue that SkyWest
potentially faced.
Doubling DownSkyWest
did something unexpected. In August 2005, prior to Delta bankruptcy,
SkyWest bought ASA from Delta. On the face of it, this was sheer
lunacy. ASA flies 100% for Delta, mostly 50-seat RJs. ASA has value as
a regional airline only to the extent it has a contract with Delta. Any
such contract can be rejected by Delta the minute Delta hits
bankruptcy. With Delta facing imminent bankruptcy, SkyWest was
essentially doubling down on what already looked to be a loser bet,
including taking responsibility for almost all existing ASA aircraft
finance obligations (Delta did keep responsibility for 40 such ASA
aircraft financings, subleasing these aircraft to ASA instead).
The
terms were interesting. SkyWest was to pay $350mm cash up front ($20mm
representing aircraft purchase deposits that ASA had already made) and
then $125mm cash in additional payment ($30mm representing aircraft
deposits) to be made should a bankrupt Delta assume the SkyWest and ASA
RJ contracts untouched (or after four years, whichever came first).
If
you knew Delta would escape bankruptcy (or, if for some reason you knew
that Delta would assume its ASA contract in Chapter 11) then $425mm (=
$350mm + $125mm -$20mm - $30mm) was likely a bargain price for an
airline the size of ASA (over $1bn in yearly revenues, and presumably
an operating margin not dissimilar to that of SkyWest). But if Delta
filed Ch 11 and rejected its ASA contract, then ASA was worth, well,
potentially very little.
An Unpersuasive SweetenerWhat
about that sweetener of $125mm ($95mm net of the aircraft deposit
amount) that Delta would get if it affirmed SkyWest’s and ASA’s
contract in Chapter 11? Couldn’t that be inducement enough for Delta to
want to affirm the ASA and SkyWest contracts?
Not hardly. We’ll
give an example in round terms. We’re not saying these would have been
the actual figures, we’re saying here are some plausible figures that
show the order of magnitude of what was at risk.
We’ve already
discussed how the reduction in 50-seat RJ values post a Delta
bankruptcy would feed through to a reduction in 50-seat RJ contract
rates. We think that a reduction in 50-seat RJ contract rates of around
10% is well within the realm of possibility, between the drop in
50-seat RJ rents and other reductions that Delta would demand.
In
round figures, between ASA and SkyWest, Delta was probably paying over
$1 billion for 50-seat RJ lift. So the potential savings to Delta of
crushing ASA and SkyWest contract rates after a bankruptcy was in the
$100mm range (10% of $1 bn/year – nice round numbers). Perhaps it was
only $50mm, perhaps it was more than $100mm, this is only to establish
an order of magnitude. That’s an
annual savings.
Stack
that up against the one-time $95mm figure and you can plainly see that
there’s an excellent argument to be made that in bankruptcy the
economically rational thing was for Delta to tear up its agreements
with ASA and SkyWest, because the recurring savings from doing so was
more valuable than the one time additional payment of $95mm it would
get for assuming the contracts.
[Some will say that regardless
of legalities, it seems awfully unfair that Delta could ever do such a
thing. But that’s how bankruptcy law works, and it’s designed to do so
to make sure that all creditors in a similar position get equally
screwed. Just because Delta happened to enter its agreement with
SkyWest only weeks before it ultimately filed doesn’t mean, legally (as
we understand it, and we are, thank heavens, not lawyers) that SkyWest
is any more entitled to having its agreements assumed than any other
party.]
SkyWest Walks Away UnharmedThat’s
not what happened. Delta did go bankrupt, and weeks later, it did
assume both the ASA and SkyWest contracts. In effect, the capitalized
value of the foregone potential savings (again, likely on the scale of
$100mm per year) were thus transferred from Delta to SkyWest for a
payment of $95mm. SkyWest’s apparently massive gamble paid off big
time, and it acquired ASA for $425mm plus neither the ASA nor SkyWest
contract was molested. Awesome, incredible deal. Gigantic value
transfer/preservation by SkyWest.
Why did this happen, and
moreover, why did creditors permit it to happen? We don’t know for
sure, but here's one possibility (and we’d love to know more details
because we’re almost certainly wrong about something).
Delta was
in dire straits when SkyWest entered the agreement to buy ASA. In
August 2005, Delta’s credit card processing agreement expired and its
processor required a massive deposit from Delta to continue to run
Delta’s credit card purchases. Clearly an airline has no ability to
stay in business if it can’t charge customer credit cards, which was at
stake. Delta needed to raise money, and it needed to raise money fast.
This almost certainly motivated the sale of ASA at that time.
That
still doesn’t explain why Delta didn’t turn around and screw SkyWest
(as its creditors would have wanted it to if they understood what was
happening, see below) the minute Delta went bankrupt. The only thing we
can think of is that there was a gentlemen’s agreement between Delta
and SkyWest managements that the minute Delta went Ch 11, it would seek
to assume the ASA and SkyWest agreements, because that’s what happened.
Sounds
really unlikely, doesn’t it? Managements of big companies are supposed
to do the economically rational thing. But we are unpersuaded by other
explanations. We are pretty certain that Delta was exceptionally
desperate to raise money at the time it sold ASA to SkyWest. Nor do we
believe, for instance, that the additional $125mm that SkyWest then
paid Delta in bankruptcy was desperately needed cash that was couldn’t
be found any other way. Delta stood to gain a lot from renegotiating
its 50-seat RJ deals with SkyWest and ASA, and there was no reasonable
alternative for ASA and SkyWest to keeping its 50-seat RJs employed at
Delta, so we don’t believe SkyWest and ASA could have credibly
threatened to take their RJs elsewhere – though we don’t rule out the
possibility that Delta management could have been conned into thinking
so.
You could have probably designed a security to give Delta
$125mm in exchange for paying back investors from the ASA/SkyWest
contract savings (there are a lot of hedge funds that follow the
airline business closely which might well have been interested). Even
if that were not possible, Delta was in a position to obtain the last
$125mm payment from SkyWest at any time by assuming the ASA and SkyWest
contracts. Having the right to get $125mm at short notice is almost as
good as having the $125 then and there, so there was no reason for
Delta to assume the ASA/SkyWest contracts immediately. Finance 101:
don't exercise your options early.
The other striking thing was how simple it was for Delta to get the assumption of these contracts past the bankruptcy court.
There are no objections in the court docket,
although both US Airways and United renegotiated their regional airline
contracts for significant savings (and Northwest is in the midst of
wreaking havoc with its unfortunate regional partners). Had the court
understood this, we doubt it would have permitted the SkyWest and ASA
contracts to be assumed so easily.
The
motion itself (pdf)
is brief, as if the request was routine (whereas it was anything but).
It cites as supporting reasons only getting Delta's hands on the $125mm
and the need to maintain SkyWest/ASA's services. But vendors have no
ability to withdraw services until the bankrupt company rejects a
contract, and if regional service is so important, why did Delta fail
to affirm its regional contracts with Republic/Chautauqua and Mesa?
But
it turns out that it’s easy to assume contracts in the early days of a
bankruptcy. The judge is new to the case, the creditor committees are
not fully formed and are thus not perhaps as alert as they should be.
Apparently no one with standing (the right to be heard by the judge –
you can’t just walk off the street and object to something that Delta
wants to do) objected that what Delta wanted to do was at odds with
precedent. No one so much as argued for a delay. We bet that's the way
it was designed to be. Slide it through before anyone's in a position
to argue.
[There’s also a structural issue with creditor
committees – they’re often stacked with folks with no desire to anger
the management, like manufacturers. Does a manufacturer really want to
anger someone who may be in a position a few years hence, to order
airplanes (perhaps at this airline, perhaps at another)?]
Sitting PrettyWhatever
the exact reasons, whether you think SkyWest cut a gentlemen's
agreement that Delta hurried past the judge, or whether it convinced
Delta that it, SkyWest, had a gun to Delta's head, the fact of the
matter is that SkyWest pulled off a tremendous coup. It's now a
monstrous regional airline, by far the largest, and with Delta
contracts that go for 15 years. Skywest stock is now
trading at levels last seen shortly before and after 9/11 and a market cap 2.5 times that of the next highest regional.
This
doesn’t mean everything is peaches and cream for SkyWest. Delta's not
out of bankruptcy yet, and there's a (probably remote) chance that it
could liquidate rather than restructure. ASA’s pilots have been
negotiating a new pilot agreement for years, and are unhappy about it.
SkyWest’s pilots are non-union, but
unhappy about their pay
and may not stay non union. And the fact that SkyWest has maintained
the integrity of its Delta contracts will be used by ASA/SkyWest
employees as a reason for to pay them more. But these are high quality
problems to have relative to other regionals.
Further, at some
point SkyWest will have to pay the piper. Contracts (even the 15-year
ones it has with Delta) aren’t forever – Delta could always go bankrupt
again, for instance. So in the long run, SkyWest has the same problems
as everyone else. But as Keynes said, in the long run we’re all dead,
what matters is the immediate future, and for SkyWest, that is bright
indeed, compared to its peers.
Bonus Linkage:
Sale agreement for ASA from Delta to SkyWestSkyWest regional jet contract with DeltaASA regional jet contract with Delta(unfortunately,
some of this is heavily redacted, but if you want to see a contract
between a regional airline and a major airline, here you go. Most other
regional airline contracts are available as part of various Edgar
filings, if you poke around long enough, but most economic terms are
redacted)