tulsa airports improvement trust , ok · moody's investors service infrastructure and project...

INFRASTRUCTURE AND PROJECT FINANCE

CREDIT OPINION9 April 2020

Contacts

Julie E Meyer [email protected]

Kurt Krummenacker +1.212.553.7207Senior Vice President/[email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Tulsa Airports Improvement Trust, OKUpdate following revision of outlook to stable from positive

SummaryTulsa Airports Improvement Trust's (Baa1 stable) credit profile incorporates the severereductions in enplanements at Tulsa Airports Improvement Trust (TAIT) due to the globalimpacts of coronavirus on air travel and likely revenue shock. Through fiscal 2019, debtservice coverage ratios had been strengthening after a recent history of narrow coveragelevels. TAIT has the ability to make mid-year rate adjustments with the approval of theboard, which meets monthly, via the extraordinary coverage protection in the airlineuse and lease agreement (AULA). The recently signed AULA updates the revenue sharingarrangement to allow TAIT to retain more cash flow. While liquidity as measured by dayscash on hand is below average for the sector, we consider the current liquidity position to beadequate relative to TAIT’s near term obligations. These factors, plus the anticipated federalgovernment support for airports from the Coronavirus Aid, Relief and Economic Stimulus(CARES) Act, put TAIT in a good position to emerge from the severe revenue shock during theoutbreak with financial metrics that recover to levels that are closer to recent averages.

Credit strengths

» Extraordinary coverage protection clause allows airports to adjust airline rates upon 30days' written notice if the rate covenant requirements are not met

» Demonstrated importance of Tulsa airport to American Airlines for its maintenance andengineering global headquarters

» Declining debt service structure

» Sole provider of air service in the Tulsa area

Credit challenges

» Enplanements remain below pre-recession levels and will be significantly lower in fiscal2020

» Relatively high debt burden and low DSCRs

Rating outlookThe stable outlook reflects our expectation that airport revenues will take a hit from theunprecedented declines in air travel due to the coronavirus. Management plans to maintainstable rates to airlines, but TAIT’s extraordinary coverage protection empowers the airportto make any necessary mid-year adjustments in order to preserve the financial health of theairport. However, we expect the Moody’s net revenue debt service coverage ratio will be

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MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

around 1.0x in fiscal 2020 and potentially below 1.0x in the following year. We also expect management to implement various costcontrol measures. Funds received from the CARES Act will provide short term relief and help TAIT avoid material deterioration ofliquidity.

Factors that could lead to an upgrade

» Current and projected DSCRs remain above 1.4x on a sustained basis

» Maintain liquidity of at least 365 days cash on hand

» Adjusted debt per O&D enplanement below $125

» Enplanement growth at or above the US average for origin and destination (O&D) airports

Factors that could lead to a downgrade

» Protracted period of enplanement declines

» Sustained decline in liquidity below 300 days cash on hand

» Significant additional borrowing

Key indicators

Exhibit 1

Tulsa Airport Improvement Trust, OK

2014 2015 2016 2017 2018 2019

Enplanement Annual Growth (%) 2% 2% 0% 1% 4% 5%

Debt Outstanding ($'000) 171,352 176,370 166,945 160,127 158,800 170,605

(Debt + ANPL) Per O&D Enplaned Passenger ($) 129 144 148 138 133 137

Days Cash on Hand 417 460 386 381 379 377

Total Coverage By Net Revenues (x) 0.97 1.04 1.05 1.14 1.43 1.37

Source: TAIT; Moody's Investors Service

ProfileThe TAIT operates, maintains, constructs, improves and leases both Tulsa International Airport (TUL) and RL Jones Airport, which servethe City of Tulsa. TAIT and the City of Tulsa entered into an amended and restated long term lease agreement, effective January 1,2014, whereby the City, acting through the Tulsa Airport Authority, assigned all airport system properties and equipment to the TAIT.The restated lease agreement created more autonomy for TAIT but continued the same underlying lease arrangements with the City.Tulsa International Airport represents over 95% of TAIT operating revenues and is comprised of a central terminal and two concourses,three paved runways and over 3,700 parking spaces.

The FAA classifies Tulsa International Airport (TIA or the airport) as a small hub airport. In fiscal 2019, TIA was served by 3 mainlinepassenger airlines, 11 regional carriers, and 4 low cost carriers, which together provided 51 daily nonstop departures to 22 destinations.The airport was also served by seven all-cargo airlines.

Detailed credit considerations

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 9 April 2020 Tulsa Airports Improvement Trust, OK: Update following revision of outlook to stable from positive


Revenue Generating Base: Enplanements will materially decline for the remainder of fiscal 2020 due to the coronavirusLike most other airports in the US, enplanements at TUL will suffer an unprecedented decline in the coming months amid the globalcoronavirus outbreak and in broad enplanement losses across the sector that are more severe than the September 11 attacks. Prior tothe outbreak, we were expecting stable to modest enplanement growth.

TAIT management plans to maintain stable rates to airlines. The airport's rates are established under a hybrid framework. Landing feesare calculated using a residual rate-setting methodology while other cost centers are subject to compensatory rate setting. Revenuesfrom sources that are generated from compensatory cost centers will see the largest declines. Parking and rental car revenues forexample, which are very sensitive to demand, comprise an above average share of TUL's operating revenue (Exhibits 2 and 3). Leaseswith concessionaires have minimum annual guarantees (MAGs), but the agreements also contain language about MAG relief aftervarying degrees of enplanement declines for three consecutive months. Passenger facility charges and customer facility charges, whichare assessed on a per enplanement and per transaction day basis, respectively, will decline in tandem with activity.

Exhibit 2

Tulsa International Airport has an above average reliance onparking and rental car revenues both as a percent of operatingrevenue...

Exhibit 3

… and on a per enplanement basis

8%

16%

25%

15%

13%

16%

43%

36%

24%

6%

4%

6%

14%

19%

15%

14%

12%

13%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

TUL

Small hub average

All airports average

Airline terminal rentals Landing fees Parking, rental cars, etc.

In-terminal concessions Other operating revenue PFCs

Note: TUL values reflect fiscal 2019. Large hub and all airports reflect fiscal 2018 values,which is the last year available for all airportsSource: Federal Aviation Administration Certification Activity Tracking System (FAA CATS)

$0

$2

$4

$6

$8

$10

$12

$14

Airline terminalrentals

Landing fees Parking, rentalcars, etc.

In-terminalconcessions

Other operatingrevenue

Re

ve

nu

e p

er

en

pla

ne

me

nt

TUL Small hub average

Source: FAA CATS

TAIT is receiving some revenue from American Airlines Group Inc.'s (Ba3 ratings under review) for the use of TAIT runways and taxiwaysto park the airline's idled aircraft; however, we do not anticipate these revenues will offset other revenue declines to any meaningfuldegree. American Airlines is TAIT's largest carrier, and Tulsa is home to its largest base maintenance facility.

The airport entered into a new airline use and lease agreement with signatory airlines beginning July 1, 2019 until June 30, 2024. In thenew agreement, revenue sharing is based on liquidity thresholds of the airport, and when met, the revenue share is allocated to eachsignatory airline based upon their market share at the airport (see Exhibit 4). In the previous airline agreement, 50% of net revenueswere shared with signatory airlines each year, which challenged TAIT's ability to grow liquidity during enplanement growth periods.When enplanements return to near normal levels, the reduced revenue share will result in higher cash flows than prior years under theold framework.


https://www.moodys.com/credit-ratings/American-Airlines-Group-Inc-credit-rating-52700


Exhibit 4

Airline Use and Lease Agreement Revenue Sharing Thresholds

Days of Cash Threshold Net Revenue Sharing Requirement for

Signatory Airlines

365 days 10%

400 days 25%

487 days 30%

609 days 40%

730 days (max) 50%

Source: TAIT

Financial Operations and Position: Increased Passenger Volumes Drive Improving Financial MetricsWhile the full extent of the coronavirus impact on revenues remains highly uncertain, we expect TAIT will maintain a debt servicecoverage ratio (DSCR), calculated on Moody's net revenue basis, that is around 1.0x annual debt service requirements in fiscal 2020.Coverage could potentially fall below 1.0x in fiscal 2021 depending on the duration of the coronavirus pandemic and mitigationmeasures like social distancing and shelter in-place. Over 60% of budgeted revenues have already been received through January,based on the most recent available data, which is seven months into the fiscal year ending on June 30. Operating revenues were 6%ahead of budget as of January, and operating expenses were about 7.4%. In addition to maintaining stable airline rates, we also expectmanagement will implement various cost control measures.

The airport’s DSCR remained healthy and above historical averages in fiscal 2019 at 1.37x. This is slightly below the 1.43x in fiscal 2018primarily because of a higher amount owed to airlines under the prior revenue sharing regime. In addition, historically, TAIT recognizedthe prior revenue share in the current year, but since 2019 was a bridge year between the old and new agreement, they hit a revenuecap that they recognized in 2019 in order to have a fresh start in fiscal 2020.

Our calculation of the fiscal 2019 DSCR differs from the bond ordinance calculation of 1.98x in fiscal 2019. The difference is primarilydue to the inclusion of balance and transfers from the airport improvement fund in the bond ordinance calculation ($9.3 million infiscal 2019). The extraordinary coverage protection clause in the use and lease agreement would be exercised if the 1.25x rate covenantis not expected to be met for any fiscal year, though the inclusion of transfers from airport improvement fund weakens the covenant.

LIQUIDITYThe airport had unrestricted and discretionary reserves totaling $24 million in fiscal 2019. This represents an adequate 377 days cashon hand, but is low relative to the medians of other Baa1 and small hub airports that exceed 600 days. TAIT could draw on its liquidityduring the current crisis, although we expect monies received from CARES Act relief for airports will blunt a material deterioration inthe airport's liquidity profile.

Our calculation of days cash on hand differs from TAIT's calculation for the purpose of determining the revenue share percentage.TAIT's calculation only includes unrestricted funds, while we include discretionary funds such as TAIT's indenture required operatingreserve fund.

TAIT has a cash funded debt service reserve fund (DSRF). The DSRF is required to be funded at the standard three-prong test: the lesserof maximum annual debt service, 125% of the average annual debt service, or 10% of the original principal.

Debt and Other Liabilities: High Leverage; Declining Debt Service StructureTAIT's debt burden is currently elevated relative to peers. However, sector leverage is increasing at a time when TAIT has limitedcapital needs after significant recent investment in terminal rehabilitation. TAIT has no further debt issuance plans, and the currentdebt structure does not require growth to maintain DSCRs. Fiscal 2019 ended with debt totaling $170.6 million outstanding, whichrepresents $114 per O&D enplaned passenger before being adjusted for pensions.

DEBT STRUCTUREAll of the airport's debt is fixed rate and matures in 2048. The Series 2020B refunding will result in a modest uniform savings over thelife of the bonds and will not result in an extension of maturity.



Exhibit 5

Current debt service requirements are generally declining and thus do not require net revenue growth

$-

$2

$4

$6

$8

$10

$12

$14

$16

$18

2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048

Debt Service Requirements ($ millions)

Debt service requirements shown above do not include savings from Series 2020B refundingSource: MAC of Texas

LEGAL SECURITYThe bonds are secured by net revenues of the system defined as gross revenues after the payment of operating expenses. Passengerfacility charges (PFCs) are not included in the definition of gross revenues but are considered dedicated revenues for certainoutstanding bonds and the Series 2020B bonds. The rate covenant requires gross revenues plus other dedicated revenues such asPFCs and/or transfers from the Airport Improvement Fund be at least equal to a total of budgeted operating expenses, 1.25 times debtservice, and the amount needed to fund deficiencies in any fund or account under the indenture. The additional bonds test requires netrevenues plus eligible PFC revenues to be 1.25 times debt service on either a look-forward or look-back test. The debt service reservefund is required to be funded at the standard three-prong test: the lesser of maximum annual debt service, 125% of the average annualdebt service, or 10% of the original principal.

DEBT-RELATED DERIVATIVESNone.

PENSIONS AND OPEBMoody's adjusted net pension liability (ANPL) in fiscal 2019 was $33.9 million, compared to TAIT's reported net pension liability of$13.7 million. We adjust the reported pension liabilities of entities that report under governmental accounting standards to enhancecomparability across rated issuers. Under governmental pension accounting, liabilities are discounted using an assumed rate ofinvestment return on plan assets. Under our adjustments, we value liabilities using a market based discount rate for high quality taxablebonds, a proxy for the risk of pension benefits.

When combined with the airport's outstanding debt, the ANPL brings the adjusted debt to O&D enplanements moderately higher to$136.88 as of fiscal 2019 compared with the unadjusted debt per O&D of $114.17.

Management and GovernanceThe airport is governed by TAIT, wherein under a trust indenture TAIT has the power to acquire interests in property, alter and modifyairport properties, incur debt, lease or sublease premises, and generally do what is needed to provide a safe, efficient, and self-supporting airport system for Tulsa and its surrounding regions.



Rating methodology and scorecard factorsThe grid is a reference tool that can be used to approximate credit profiles in the airport sector in most cases. However, the grid is asummary that does not include every rating consideration. Please see Publicly Managed Airports and Related Issuers methodology forinformation about the limitations inherent to grids.

The published rating of Baa1 matches the scorecard indicated outcome.

Exhibit 6

Publicly Managed Airports and Related Issuers Methodology ScorecardTulsa Airports Improvement Trust, OK

Regional Position: Regional

Rate Making Framework: Hybrid

Factor Subfactor Score Metric

1. Market Position a) Size of Service Area (millions) A 0.98

b) Economic Strength and Diversity of Service Area Baa

c) Competition for Travel Baa

2. Service Offering a) Total Enplanements (millions) Baa 1.51

b) Stability of Traffic Performance Baa

c) Stability of Costs Aa

d) Carrier Base (Primary Carrier as % of Total Enplanements) A 33.0%

3. Leverage and Coverage a) Net Revenue Debt Service Coverage A 1.37x

b) Debt + ANPL (in USD) per O&D Enplaned Passenger Ba $136.88

Metric Notch

4. Liquidity Days Cash on Hand 377 0.0

5. Connecting Traffic O&D Traffic 99.0% 0.0

6. Potential for Increased Leverage 0.0

7. Debt Service Reserves 0.0

Scorecard Indicated Outcome: Baa1

Source: Moody's Investors Service



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REPORT NUMBER 1222343


http://www.moodys.com


Contacts

Julie E Meyer [email protected]

Kurt Krummenacker +1.212.553.7207Senior Vice President/[email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454


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