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Delaware
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26-1631624
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 5.
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Item 6.
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Three Months Ended
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||||||
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March 31
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||||||
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2014
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2013
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||||
REVENUES
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$
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143,593
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$
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143,279
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OPERATING EXPENSES
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||||
Salaries, wages and benefits
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43,065
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43,309
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Maintenance, materials and repairs
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24,879
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22,134
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Depreciation and amortization
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24,979
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20,920
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Fuel
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12,260
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14,361
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Rent
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7,310
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6,779
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Travel
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4,573
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4,727
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Landing and ramp
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2,738
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4,065
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Insurance
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1,205
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1,511
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Other operating expenses
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8,748
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9,060
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129,757
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126,866
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OPERATING INCOME
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13,836
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16,413
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OTHER INCOME (EXPENSE)
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Interest income
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19
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21
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Interest expense
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(3,823
|
)
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(3,132
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)
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Net gain on derivative instruments
|
299
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|
|
290
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(3,505
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)
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(2,821
|
)
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EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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10,331
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13,592
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INCOME TAX EXPENSE
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(3,809
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)
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(5,091
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)
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EARNINGS FROM CONTINUING OPERATIONS
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6,522
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8,501
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EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES
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211
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(1
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)
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NET EARNINGS
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$
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6,733
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$
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8,500
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BASIC EARNINGS PER SHARE
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Continuing operations
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$
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0.10
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$
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0.13
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Discontinued operations
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—
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—
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TOTAL BASIC EARNINGS PER SHARE
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$
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0.10
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$
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0.13
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DILUTED EARNINGS PER SHARE
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Continuing operations
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$
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0.10
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$
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0.13
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Discontinued operations
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—
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—
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TOTAL DILUTED EARNINGS PER SHARE
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$
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0.10
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$
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0.13
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WEIGHTED AVERAGE SHARES
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Basic
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64,148
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63,810
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Diluted
|
65,141
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64,524
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Three Months Ended
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||||||
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March 31
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2014
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2013
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NET EARNINGS
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$
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6,733
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$
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8,500
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OTHER COMPREHENSIVE INCOME (LOSS):
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Defined Benefit Pension
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(1
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)
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1,958
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Defined Benefit Post-Retirement
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(504
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)
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(834
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)
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Gains and Losses on Derivatives
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(7
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)
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(8
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)
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TOTAL COMPREHENSIVE INCOME, net of tax
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$
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6,221
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$
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9,616
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March 31,
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December 31,
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||||
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2014
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2013
|
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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27,102
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$
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31,699
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Accounts receivable, net of allowance of $698 in 2014 and $717 in 2013
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50,827
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52,247
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Inventory
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10,608
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9,050
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Prepaid supplies and other
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12,754
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9,730
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Deferred income taxes
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13,957
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13,957
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Aircraft and engines held for sale
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2,487
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2,995
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TOTAL CURRENT ASSETS
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117,735
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119,678
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Property and equipment, net
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817,441
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838,172
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Other assets
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36,761
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21,143
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Pension assets, net of obligations
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16,887
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14,855
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Intangibles
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4,826
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4,896
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Goodwill
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34,395
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34,395
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TOTAL ASSETS
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$
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1,028,045
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$
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1,033,139
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
||||
CURRENT LIABILITIES:
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Accounts payable
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$
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30,361
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$
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34,818
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Accrued salaries, wages and benefits
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23,400
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23,163
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Accrued expenses
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9,497
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9,695
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Current portion of debt obligations
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23,873
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23,721
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Unearned revenue
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8,887
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8,733
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TOTAL CURRENT LIABILITIES
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96,018
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100,130
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Long term debt
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350,718
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360,794
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Post-retirement obligations
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30,207
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30,638
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Other liabilities
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62,243
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62,740
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Deferred income taxes
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113,273
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|
109,869
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TOTAL LIABILITIES
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652,459
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664,171
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Commitments and contingencies (Note G)
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STOCKHOLDERS’ EQUITY:
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Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock
|
—
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|
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—
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Common stock, par value $0.01 per share; 75,000,000 shares authorized; 64,850,537 and 64,618,305 shares issued and outstanding in 2014 and 2013, respectively
|
649
|
|
|
646
|
|
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Additional paid-in capital
|
525,347
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|
|
524,953
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|
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Accumulated deficit
|
(120,080
|
)
|
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(126,813
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)
|
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Accumulated other comprehensive loss
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(30,330
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)
|
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(29,818
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)
|
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TOTAL STOCKHOLDERS’ EQUITY
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375,586
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|
368,968
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|
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
|
1,028,045
|
|
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$
|
1,033,139
|
|
|
|
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Three Months Ended
|
||||||
|
March 31
|
||||||
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2014
|
|
2013
|
||||
OPERATING ACTIVITIES:
|
|
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|
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Net earnings from continuing operations
|
$
|
6,522
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$
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8,501
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Net loss from discontinued operations
|
211
|
|
|
(1
|
)
|
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Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
24,979
|
|
|
20,920
|
|
||
Pension and post-retirement
|
(793
|
)
|
|
1,765
|
|
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Deferred income taxes
|
3,696
|
|
|
5,005
|
|
||
Amortization of stock-based compensation
|
570
|
|
|
626
|
|
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Amortization of DHL promissory note
|
(1,550
|
)
|
|
(1,550
|
)
|
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Net gain on derivative instruments
|
(299
|
)
|
|
(290
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,650
|
|
|
4,720
|
|
||
Inventory and prepaid supplies
|
(5,045
|
)
|
|
1,263
|
|
||
Accounts payable
|
(3,627
|
)
|
|
(1,866
|
)
|
||
Unearned revenue
|
(1,371
|
)
|
|
(1,261
|
)
|
||
Accrued expenses, salaries, wages, benefits and other liabilities
|
209
|
|
|
(494
|
)
|
||
Pension and post-retirement assets
|
(2,463
|
)
|
|
(5,610
|
)
|
||
Other
|
(887
|
)
|
|
(1,078
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
21,802
|
|
|
30,650
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(4,362
|
)
|
|
(59,369
|
)
|
||
Proceeds from property and equipment
|
190
|
|
|
158
|
|
||
Investment in nonconsolidated affiliate
|
(15,000
|
)
|
|
—
|
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(19,172
|
)
|
|
(59,211
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Principal payments on long term obligations
|
(23,374
|
)
|
|
(12,858
|
)
|
||
Proceeds from borrowings
|
15,000
|
|
|
60,000
|
|
||
Reimbursement of hanger construction costs
|
1,147
|
|
|
1,119
|
|
||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
(7,227
|
)
|
|
48,261
|
|
||
|
|
|
|
||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(4,597
|
)
|
|
19,700
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
31,699
|
|
|
15,442
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
27,102
|
|
|
$
|
35,142
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
3,616
|
|
|
$
|
2,739
|
|
Federal alternative minimum and state income taxes paid
|
$
|
55
|
|
|
$
|
100
|
|
SUPPLEMENTAL NON-CASH INFORMATION:
|
|
|
|
||||
Debt extinguished
|
$
|
1,550
|
|
|
$
|
1,550
|
|
Accrued capital expenditures
|
$
|
225
|
|
|
$
|
5,867
|
|
Boeing 767 and 757 aircraft and flight equipment
|
10 to 20 years
|
Support equipment
|
5 to 10 years
|
Vehicles and other equipment
|
3 to 8 years
|
•
|
Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2:
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value requires significant management judgment or estimation.
|
|
CAM
|
|
Total
|
||||
Carrying value as of December 31, 2013
|
$
|
34,395
|
|
|
$
|
34,395
|
|
Carrying value as of March 31, 2014
|
$
|
34,395
|
|
|
$
|
34,395
|
|
|
|
Customer
|
|
Airline
|
|
|
||||||
|
|
Relationships
|
|
Certificates
|
|
Total
|
||||||
Carrying value as of December 31, 2013
|
|
$
|
1,896
|
|
|
$
|
3,000
|
|
|
$
|
4,896
|
|
Amortization
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||
Carrying value as of March 31, 2014
|
|
$
|
1,826
|
|
|
$
|
3,000
|
|
|
$
|
4,826
|
|
As of March 31, 2014
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
20
|
|
|
$
|
2,304
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
Total Assets
|
$
|
20
|
|
|
$
|
2,304
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(2,217
|
)
|
|
$
|
—
|
|
|
$
|
(2,217
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(2,217
|
)
|
|
$
|
—
|
|
|
$
|
(2,217
|
)
|
As of December 31, 2013
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
20
|
|
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
321
|
|
Total Assets
|
$
|
20
|
|
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
321
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(2,515
|
)
|
|
$
|
—
|
|
|
$
|
(2,515
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(2,515
|
)
|
|
$
|
—
|
|
|
$
|
(2,515
|
)
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Aircraft and flight equipment
|
$
|
1,238,297
|
|
|
$
|
1,236,225
|
|
Support equipment
|
51,319
|
|
|
51,179
|
|
||
Vehicles and other equipment
|
1,787
|
|
|
1,771
|
|
||
Leasehold improvements
|
1,134
|
|
|
1,154
|
|
||
|
1,292,537
|
|
|
1,290,329
|
|
||
Accumulated depreciation
|
(475,096
|
)
|
|
(452,157
|
)
|
||
Property and equipment, net
|
$
|
817,441
|
|
|
$
|
838,172
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Unsubordinated term loan
|
$
|
127,500
|
|
|
$
|
131,250
|
|
Revolving credit facility
|
188,000
|
|
|
190,500
|
|
||
Aircraft loans
|
52,891
|
|
|
55,015
|
|
||
Promissory note due to DHL, unsecured
|
6,200
|
|
|
7,750
|
|
||
Total long term obligations
|
374,591
|
|
|
384,515
|
|
||
Less: current portion
|
(23,873
|
)
|
|
(23,721
|
)
|
||
Total long term obligations, net
|
$
|
350,718
|
|
|
$
|
360,794
|
|
Airline
|
Labor Agreement Unit
|
Percentage of
the Company’s
Employees
|
ABX
|
International Brotherhood of Teamsters
|
14.6%
|
ATI
|
Air Line Pilots Association
|
6.9%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Plans
|
|
Post-Retirement Healthcare Plan
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
69
|
|
Interest cost
|
9,879
|
|
|
8,989
|
|
|
71
|
|
|
66
|
|
||||
Expected return on plan assets
|
(11,528
|
)
|
|
(11,498
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(872
|
)
|
|
(1,414
|
)
|
||||
Amortization of net (gain) loss
|
(1
|
)
|
|
3,074
|
|
|
80
|
|
|
105
|
|
||||
Net periodic benefit cost
|
$
|
(1,650
|
)
|
|
$
|
565
|
|
|
$
|
(661
|
)
|
|
$
|
(1,174
|
)
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
|||||||||
Expiration Date
|
Stated
Interest
Rate
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|||||
May 9, 2016
|
2.020
|
%
|
|
63,750
|
|
|
(1,765
|
)
|
|
65,625
|
|
|
(1,988
|
)
|
June 30, 2017
|
1.183
|
%
|
|
63,750
|
|
|
(452
|
)
|
|
65,625
|
|
|
(527
|
)
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Gains and Losses on Derivative
|
|
Total
|
||||
Balance as of December 31, 2012
|
|
(121,602
|
)
|
|
4,277
|
|
|
38
|
|
|
(117,287
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
3,074
|
|
|
104
|
|
|
—
|
|
|
3,178
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
(1,413
|
)
|
Hedging gain (reclassified to interest expense)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
Income Tax (Expense) or Benefit
|
|
(1,116
|
)
|
|
475
|
|
|
5
|
|
|
(636
|
)
|
Other comprehensive income (loss), net of tax
|
|
1,958
|
|
|
(834
|
)
|
|
(8
|
)
|
|
1,116
|
|
Balance as of March 31, 2013
|
|
(119,644
|
)
|
|
3,443
|
|
|
30
|
|
|
(116,171
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2013
|
|
(31,072
|
)
|
|
1,245
|
|
|
9
|
|
|
(29,818
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
(1
|
)
|
|
80
|
|
|
—
|
|
|
79
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(872
|
)
|
|
—
|
|
|
(872
|
)
|
Hedging gain (reclassified to interest expense)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
Income Tax (Expense) or Benefit
|
|
—
|
|
|
288
|
|
|
4
|
|
|
292
|
|
Other comprehensive income (loss), net of tax
|
|
(1
|
)
|
|
(504
|
)
|
|
(7
|
)
|
|
(512
|
)
|
Balance as of March 31, 2014
|
|
(31,073
|
)
|
|
741
|
|
|
2
|
|
|
(30,330
|
)
|
|
Three Month Ended
|
||||||||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
||||||
Outstanding at beginning of period
|
1,477,762
|
|
|
$
|
5.83
|
|
|
1,463,272
|
|
|
$
|
5.97
|
|
Granted
|
467,567
|
|
|
7.52
|
|
|
627,488
|
|
|
5.73
|
|
||
Converted
|
(68,950
|
)
|
|
11.17
|
|
|
(296,400
|
)
|
|
4.80
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(2,600
|
)
|
|
5.79
|
|
|
(2,200
|
)
|
|
5.99
|
|
||
Outstanding at end of period
|
1,873,779
|
|
|
$
|
6.06
|
|
|
1,792,160
|
|
|
$
|
6.08
|
|
Vested
|
517,379
|
|
|
$
|
5.27
|
|
|
533,560
|
|
|
$
|
4.91
|
|
|
Three Months Ending March 31,
|
||||||
|
2014
|
|
2013
|
||||
Earnings (loss) from continuing operations
|
$
|
6,522
|
|
|
$
|
8,501
|
|
Weighted-average shares outstanding for basic earnings per share
|
64,148
|
|
|
63,810
|
|
||
Common equivalent shares:
|
|
|
|
||||
Effect of stock-based compensation awards
|
993
|
|
|
714
|
|
||
Weighted-average shares outstanding assuming dilution
|
65,141
|
|
|
64,524
|
|
||
Basic earnings (loss) per share from continuing operations
|
$
|
0.10
|
|
|
$
|
0.13
|
|
Diluted earnings (loss) per share from continuing operations
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
Three Months Ending March 31,
|
||||||
|
2014
|
|
2013
|
||||
Total revenues:
|
|
|
|
||||
CAM
|
$
|
40,635
|
|
|
$
|
38,969
|
|
ACMI Services
|
108,596
|
|
|
113,051
|
|
||
All other
|
26,808
|
|
|
26,254
|
|
||
Eliminate inter-segment revenues
|
(32,446
|
)
|
|
(34,995
|
)
|
||
Total
|
$
|
143,593
|
|
|
$
|
143,279
|
|
Customer revenues:
|
|
|
|
||||
CAM
|
$
|
18,413
|
|
|
$
|
18,336
|
|
ACMI Services
|
108,596
|
|
|
111,315
|
|
||
All other
|
16,584
|
|
|
13,628
|
|
||
Total
|
$
|
143,593
|
|
|
$
|
143,279
|
|
Depreciation and amortization expense:
|
|
|
|
||||
CAM
|
$
|
18,345
|
|
|
$
|
14,516
|
|
ACMI Services
|
6,835
|
|
|
6,138
|
|
||
All other
|
(201
|
)
|
|
266
|
|
||
Total
|
$
|
24,979
|
|
|
$
|
20,920
|
|
Segment earnings (loss):
|
|
|
|
||||
CAM
|
$
|
14,440
|
|
|
$
|
16,873
|
|
ACMI Services
|
(7,046
|
)
|
|
(5,404
|
)
|
||
All other
|
3,017
|
|
|
2,181
|
|
||
Net unallocated interest expense
|
(379
|
)
|
|
(348
|
)
|
||
Net gain (loss) on derivative instruments
|
299
|
|
|
290
|
|
||
Pre-tax earnings from continuing operations
|
$
|
10,331
|
|
|
$
|
13,592
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Assets:
|
|
|
|
||||
CAM
|
$
|
792,220
|
|
|
$
|
808,987
|
|
ACMI Services
|
146,065
|
|
|
141,664
|
|
||
Discontinued operations
|
623
|
|
|
294
|
|
||
All other
|
89,137
|
|
|
82,194
|
|
||
Total
|
$
|
1,028,045
|
|
|
$
|
1,033,139
|
|
|
Three Months Ending March 31
|
||||||
|
2014
|
|
2013
|
||||
Revenues from Continuing Operations:
|
|
|
|
||||
CAM
|
$
|
40,635
|
|
|
$
|
38,969
|
|
ACMI Services
|
|
|
|
||||
Airline services
|
87,507
|
|
|
94,892
|
|
||
Reimbursable
|
21,089
|
|
|
18,159
|
|
||
Total ACMI Services
|
108,596
|
|
|
113,051
|
|
||
Other Activities
|
26,808
|
|
|
26,254
|
|
||
Total Revenues
|
176,039
|
|
|
178,274
|
|
||
Eliminate internal revenues
|
(32,446
|
)
|
|
(34,995
|
)
|
||
Customer Revenues
|
$
|
143,593
|
|
|
$
|
143,279
|
|
|
|
|
|
||||
|
|
|
|
||||
Pre-Tax Earnings from Continuing Operations:
|
|
|
|
||||
CAM, inclusive of interest expense
|
$
|
14,440
|
|
|
$
|
16,873
|
|
ACMI Services
|
(7,046
|
)
|
|
(5,404
|
)
|
||
Other Activities
|
3,017
|
|
|
2,181
|
|
||
Net unallocated interest expense
|
(379
|
)
|
|
(348
|
)
|
||
Net gain (loss) on derivative instruments
|
299
|
|
|
290
|
|
||
Pre-Tax Earnings from Continuing Operations
|
10,331
|
|
|
13,592
|
|
||
Less Net (gain) loss on derivative instruments
|
(299
|
)
|
|
(290
|
)
|
||
Adjusted Pre-Tax Earnings
|
$
|
10,032
|
|
|
$
|
13,302
|
|
|
ACMI
Services
|
|
CAM
|
|
Total
|
||||
In-service aircraft
|
|
|
|
|
|
||||
Aircraft owned
|
|
|
|
|
|
||||
Boeing 767-200
|
16
|
|
|
20
|
|
|
36
|
|
|
Boeing 767-300
|
6
|
|
|
—
|
|
|
6
|
|
|
Boeing 757-200
|
4
|
|
|
—
|
|
|
4
|
|
|
Boeing 757-200 Combi
|
4
|
|
|
—
|
|
|
4
|
|
|
Total
|
30
|
|
|
20
|
|
|
50
|
|
|
Carrying value
|
|
|
|
|
$
|
725,090
|
|
||
Operating lease
|
|
|
|
|
|
||||
Boeing 767-200
|
4
|
|
|
—
|
|
|
4
|
|
|
Boeing 767-300
|
2
|
|
|
—
|
|
|
2
|
|
|
Total
|
6
|
|
|
—
|
|
|
6
|
|
|
Carrying value
|
|
|
|
|
$
|
1,035
|
|
||
Other aircraft
|
|
|
|
|
|
||||
Boeing 767-300 available for lease
|
—
|
|
|
1
|
|
|
1
|
|
10.1
|
Form of Restricted Stock Unit Award Agreement under Air Transport Service Group, Inc. 2005 Amended and Restated Long-Term Incentive Plan, filed herewith.
|
|
|
31.1
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
AIR TRANSPORT SERVICES GROUP, INC.,
|
|
|
|
|
a Delaware Corporation
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH C. HETE
|
|
|
|
|
Joseph C. Hete
|
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date:
|
May 12, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ QUINT O. TURNER
|
|
|
|
|
Quint O. Turner
|
|
|
|
|
Chief Financial Officer (Principal Financial Officer
|
Date:
|
May 12, 2014
|
|
|
and Principal Accounting Officer)
|
•
|
Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works;
|
•
|
Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and,
|
•
|
Contact W. Joseph Payne at (937) 382-5591 ext. 62686 if you have any questions about your Award.
|
1.
|
Nature of Your Award
|
a.
|
Grant Date
: Your RSUs were issued on [Date].
|
b.
|
Number of RSUs
: You have been granted [Number] RSUs. The conditions that you must meet before the Award matures into shares of Company stock are discussed below in the section titled “When Your Award Will Be Settled.”
|
c.
|
Restriction Period
: The period that begins on the Grant Date (i.e., [Date]) and ends on the first anniversary of the Grant Date.
|
2.
|
When Your Award Will Be Settled
|
•
|
Normal Settlement Date
: If you continue to serve as a non-employee director throughout the Restriction Period, your RSUs will be converted to an equal number of shares of Company stock and distributed to you within 60 days following the end of the Restriction Period. However, if you do not continue to serve as a non-employee director throughout the Restriction Period, your RSUs will be forfeited. However, your RSUs may be settled earlier or later under the circumstances described in the next sections.
|
•
|
How Your RSUs Might Be Settled Earlier Than the Normal Settlement Date
: All restrictions on your RSUs will be removed automatically and [Number] shares of Company stock will be distributed to you if, before the end of the Restriction Period:
|
•
|
Your board service terminates because of death, Disability (as defined in the Plan) or after completing one full term as a board member; or
|
•
|
There is a Business Combination (as defined in the Plan).
|
•
|
How Your RSUs Might Be Settled Later Than The Normal Settlement Date
: You may elect to defer settlement of your RSUs to either a specific date after the end of the Restriction Period or to your Termination of Service (as defined in the Plan) by completing a deferral election form (in the form attached to this Agreement) by no later than December 31 immediately preceding the calendar year during which you are to perform services to the Company as a non-employee director for which such RSUs are to be granted.
|
•
|
How Your RSUs May Be Forfeited
: You will forfeit any RSUs if, before your RSUs are settled:
|
•
|
Without the Company’s advance written consent, you agree to or actually serve in any capacity for a business or entity that competes with any portion of the Company’s or any Subsidiary’s (as defined in the Plan) business or provide services (including business consulting) to an entity that competes with any portion of the Company’s or any Subsidiary’s business;
|
•
|
You refuse or fail to consult with, supply information to or otherwise cooperate with the Company after having been requested to do so; or
|
•
|
You deliberately engage in any action that the Company decides harms the Company or any Subsidiary.
|
3.
|
Settling Your Award
|
4.
|
Other Rules Affecting Your Award
|
a.
|
Until Your RSUs are Settled
: Until your RSUs are settled, you may not exercise any voting rights associated with shares underlying your RSUs. Nor will you be entitled to receive any dividends paid on these shares.
|
b.
|
Beneficiary Designation
: You may name a Beneficiary or Beneficiaries to receive any portion of your Award that is settled after you die. This may be done only on the attached
|
c.
|
Tax Withholding
: You (and not the Company) are solely responsible for any income and other tax withholding obligation associated with this Award or its conversion to shares of Company stock.
|
d.
|
Transferring Your RSUs
: Normally your RSUs may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive the value of any RSUs that are settled after you die. Also, the Committee may allow you to place your RSUs into a trust established for your benefit or the benefit of your family. Contact W. Joseph Payne at (937) 382-5591 ext. 62686 or at the address given below if you are interested in doing this.
|
e.
|
Governing Law
: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable.
|
f.
|
Other Agreements
: Also, your RSUs will be subject to the terms of any other written agreements between you and the Company.
|
g.
|
Adjustments to Your RSUs
: Your Award will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your RSUs will be adjusted to reflect a stock split).
|
h.
|
Other Rules
: Your RSUs also are subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.
|
5.
|
Tax Treatment of Your Award
|
6.
|
Your Acknowledgment of Award Conditions
|
•
|
A copy of the Plan has been made available to me;
|
•
|
I have received a copy of the Plan’s Prospectus;
|
•
|
I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;
|
•
|
I will consent (on my own behalf and on behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and,
|
•
|
If I do not return a signed copy of this Award Agreement to the address shown below not later than [Date], my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.
|
1.
|
I have reviewed this report on Form 10-Q of Air Transport Services Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ JOSEPH C. HETE
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Joseph C. Hete
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Air Transport Services Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ QUINT O. TURNER
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Quint O. Turner
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/
S
/ JOSEPH C. HETE
|
Joseph C. Hete
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ QUINT O. TURNER
|
Quint O. Turner
Chief Financial Officer
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