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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 2.
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Item 6.
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
REVENUES
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$
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148,353
|
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$
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149,618
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$
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295,378
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$
|
293,211
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OPERATING EXPENSES
|
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|
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|
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||||||||
Salaries, wages and benefits
|
42,036
|
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40,895
|
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85,715
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83,960
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||||
Fuel
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12,275
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14,014
|
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23,053
|
|
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26,274
|
|
||||
Maintenance, materials and repairs
|
23,993
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23,168
|
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46,686
|
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|
48,047
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||||
Depreciation and amortization
|
31,400
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|
27,142
|
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60,393
|
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52,121
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||||
Travel
|
4,342
|
|
|
4,419
|
|
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8,765
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8,992
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||||
Rent
|
2,447
|
|
|
6,924
|
|
|
6,654
|
|
|
14,234
|
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||||
Landing and ramp
|
2,166
|
|
|
2,576
|
|
|
4,874
|
|
|
5,314
|
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||||
Insurance
|
546
|
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|
1,573
|
|
|
1,804
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|
2,778
|
|
||||
Other operating expenses
|
9,354
|
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|
10,790
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|
20,111
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|
|
19,538
|
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||||
|
128,559
|
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|
131,501
|
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|
258,055
|
|
|
261,258
|
|
||||
OPERATING INCOME
|
19,794
|
|
|
18,117
|
|
|
37,323
|
|
|
31,953
|
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||||
OTHER INCOME (EXPENSE)
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||||||||
Interest income
|
24
|
|
|
24
|
|
|
46
|
|
|
43
|
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||||
Net gain (loss) on derivative instruments
|
264
|
|
|
31
|
|
|
251
|
|
|
330
|
|
||||
Interest expense
|
(2,839
|
)
|
|
(3,481
|
)
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|
(5,904
|
)
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|
(7,304
|
)
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||||
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(2,551
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)
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|
(3,426
|
)
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(5,607
|
)
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|
(6,931
|
)
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||||
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||||||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
17,243
|
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|
14,691
|
|
|
31,716
|
|
|
25,022
|
|
||||
INCOME TAX EXPENSE
|
(6,673
|
)
|
|
(5,393
|
)
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|
(12,251
|
)
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|
(9,202
|
)
|
||||
EARNINGS FROM CONTINUING OPERATIONS
|
10,570
|
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|
9,298
|
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|
19,465
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|
15,820
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||||
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAXES
|
214
|
|
|
211
|
|
|
428
|
|
|
422
|
|
||||
NET EARNINGS
|
$
|
10,784
|
|
|
$
|
9,509
|
|
|
$
|
19,893
|
|
|
$
|
16,242
|
|
|
|
|
|
|
|
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||||||||
BASIC EARNINGS PER SHARE
|
|
|
|
|
|
|
|
||||||||
Continuing operations
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$
|
0.16
|
|
|
$
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0.14
|
|
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$
|
0.30
|
|
|
$
|
0.25
|
|
Discontinued operations
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
||||
TOTAL BASIC EARNINGS PER SHARE
|
$
|
0.17
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
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||||||||
DILUTED EARNINGS PER SHARE
|
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|
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||||||||
Continuing operations
|
$
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0.16
|
|
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$
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0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.24
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
TOTAL DILUTED EARNINGS PER SHARE
|
$
|
0.16
|
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|
$
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0.15
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$
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0.30
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|
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$
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0.25
|
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||||||||
WEIGHTED AVERAGE SHARES
|
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||||||||
Basic
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64,541
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|
64,285
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64,498
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64,217
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|
||||
Diluted
|
65,471
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|
|
65,207
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|
|
65,404
|
|
|
65,174
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
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2014
|
|
2015
|
|
2014
|
||||||||
NET EARNINGS
|
$
|
10,784
|
|
|
$
|
9,509
|
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|
$
|
19,893
|
|
|
$
|
16,242
|
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OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension
|
1,142
|
|
|
—
|
|
|
2,284
|
|
|
(1
|
)
|
||||
Defined benefit post-retirement
|
(40
|
)
|
|
(504
|
)
|
|
(80
|
)
|
|
(1,008
|
)
|
||||
Interest rate derivatives
|
2
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(14
|
)
|
||||
Foreign currency translation
|
144
|
|
|
—
|
|
|
(296
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
TOTAL COMPREHENSIVE INCOME, net of tax
|
$
|
12,032
|
|
|
$
|
8,998
|
|
|
$
|
21,797
|
|
|
$
|
15,219
|
|
|
June 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,182
|
|
|
$
|
30,560
|
|
Accounts receivable, net of allowance of $315 in 2015 and $812 in 2014
|
36,663
|
|
|
43,513
|
|
||
Inventory
|
10,709
|
|
|
10,665
|
|
||
Prepaid supplies and other
|
10,583
|
|
|
12,613
|
|
||
Deferred income taxes
|
19,770
|
|
|
19,770
|
|
||
TOTAL CURRENT ASSETS
|
99,907
|
|
|
117,121
|
|
||
Property and equipment, net
|
859,482
|
|
|
847,268
|
|
||
Other assets
|
26,904
|
|
|
28,230
|
|
||
Goodwill and acquired intangibles
|
38,870
|
|
|
39,010
|
|
||
TOTAL ASSETS
|
$
|
1,025,163
|
|
|
$
|
1,031,629
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
39,316
|
|
|
$
|
40,608
|
|
Accrued salaries, wages and benefits
|
20,485
|
|
|
25,633
|
|
||
Accrued expenses
|
8,022
|
|
|
8,201
|
|
||
Current portion of debt obligations
|
24,672
|
|
|
24,344
|
|
||
Unearned revenue
|
12,812
|
|
|
12,914
|
|
||
TOTAL CURRENT LIABILITIES
|
105,307
|
|
|
111,700
|
|
||
Long term debt
|
290,781
|
|
|
319,750
|
|
||
Post-retirement obligations
|
86,102
|
|
|
92,050
|
|
||
Other liabilities
|
59,266
|
|
|
57,647
|
|
||
Deferred income taxes
|
115,985
|
|
|
102,993
|
|
||
TOTAL LIABILITIES
|
657,441
|
|
|
684,140
|
|
||
Commitments and contingencies (Note G)
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; 75,000,000 shares authorized; 64,987,351 and 64,854,950 shares issued and outstanding in 2015 and 2014, respectively
|
650
|
|
|
649
|
|
||
Additional paid-in capital
|
525,104
|
|
|
526,669
|
|
||
Accumulated deficit
|
(77,060
|
)
|
|
(96,953
|
)
|
||
Accumulated other comprehensive loss
|
(80,972
|
)
|
|
(82,876
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
367,722
|
|
|
347,489
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
1,025,163
|
|
|
$
|
1,031,629
|
|
|
|
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings from continuing operations
|
$
|
19,465
|
|
|
$
|
15,820
|
|
Net loss from discontinued operations
|
428
|
|
|
422
|
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
60,393
|
|
|
52,121
|
|
||
Reclassification of pension and post-retirement balance
|
3,460
|
|
|
(1,585
|
)
|
||
Deferred income taxes
|
11,940
|
|
|
9,047
|
|
||
Amortization of stock-based compensation
|
1,645
|
|
|
1,286
|
|
||
Amortization of DHL promissory note
|
(1,550
|
)
|
|
(3,100
|
)
|
||
Net gain on derivative instruments
|
(251
|
)
|
|
(330
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
6,977
|
|
|
(4,619
|
)
|
||
Inventory and prepaid supplies
|
1,082
|
|
|
(3,713
|
)
|
||
Accounts payable
|
2,738
|
|
|
(976
|
)
|
||
Unearned revenue
|
2,354
|
|
|
(2,334
|
)
|
||
Accrued expenses, salaries, wages, benefits and other liabilities
|
(5,963
|
)
|
|
96
|
|
||
Pension and post-retirement
|
(5,948
|
)
|
|
(4,660
|
)
|
||
Other
|
(184
|
)
|
|
(2,041
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
96,586
|
|
|
55,434
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(76,308
|
)
|
|
(23,508
|
)
|
||
Proceeds from property and equipment
|
1,030
|
|
|
1,404
|
|
||
Investment in nonconsolidated affiliate
|
—
|
|
|
(15,000
|
)
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(75,278
|
)
|
|
(37,104
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Principal payments on long term obligations
|
(47,091
|
)
|
|
(44,285
|
)
|
||
Proceeds from borrowings
|
20,000
|
|
|
15,000
|
|
||
Purchase of common stock
|
(2,595
|
)
|
|
—
|
|
||
Funding for hangar construction
|
—
|
|
|
3,019
|
|
||
NET CASH (USED IN) FINANCING ACTIVITIES
|
(29,686
|
)
|
|
(26,266
|
)
|
||
|
|
|
|
||||
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(8,378
|
)
|
|
(7,936
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
30,560
|
|
|
31,699
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
22,182
|
|
|
$
|
23,763
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
5,646
|
|
|
$
|
7,118
|
|
Federal alternative minimum and state income taxes paid
|
$
|
501
|
|
|
$
|
565
|
|
SUPPLEMENTAL NON-CASH INFORMATION:
|
|
|
|
||||
Debt extinguished
|
$
|
1,550
|
|
|
$
|
3,100
|
|
Accrued capital expenditures
|
$
|
3,618
|
|
|
$
|
1,184
|
|
|
CAM
|
|
Total
|
||||
Carrying value as of December 31, 2014
|
$
|
34,395
|
|
|
$
|
34,395
|
|
Carrying value as of June 30, 2015
|
$
|
34,395
|
|
|
$
|
34,395
|
|
|
|
Customer
|
|
Airline
|
|
|
||||||
|
|
Relationships
|
|
Certificates
|
|
Total
|
||||||
Carrying value as of December 31, 2014
|
|
$
|
1,615
|
|
|
$
|
3,000
|
|
|
$
|
4,615
|
|
Amortization
|
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
|||
Carrying value as of June 30, 2015
|
|
$
|
1,475
|
|
|
$
|
3,000
|
|
|
$
|
4,475
|
|
As of June 30, 2015
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
20
|
|
|
$
|
5,505
|
|
|
$
|
—
|
|
|
$
|
5,525
|
|
Total Assets
|
$
|
20
|
|
|
$
|
5,505
|
|
|
$
|
—
|
|
|
$
|
5,525
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(1,169
|
)
|
|
$
|
—
|
|
|
$
|
(1,169
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(1,169
|
)
|
|
$
|
—
|
|
|
$
|
(1,169
|
)
|
As of December 31, 2014
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
20
|
|
|
$
|
2,306
|
|
|
$
|
—
|
|
|
$
|
2,326
|
|
Total Assets
|
$
|
20
|
|
|
$
|
2,306
|
|
|
$
|
—
|
|
|
$
|
2,326
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Flight equipment
|
$
|
1,335,943
|
|
|
$
|
1,285,966
|
|
Ground equipment
|
33,735
|
|
|
33,677
|
|
||
Leasehold improvements, facilities and office equipment
|
25,152
|
|
|
25,180
|
|
||
Aircraft modifications and projects in progress
|
21,043
|
|
|
18,612
|
|
||
|
1,415,873
|
|
|
1,363,435
|
|
||
Accumulated depreciation
|
(556,391
|
)
|
|
(516,167
|
)
|
||
Property and equipment, net
|
$
|
859,482
|
|
|
$
|
847,268
|
|
|
June 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Unsubordinated term loan
|
$
|
108,750
|
|
|
$
|
116,250
|
|
Revolving credit facility
|
165,000
|
|
|
180,000
|
|
||
Aircraft loans
|
41,703
|
|
|
46,294
|
|
||
Promissory note due to DHL, unsecured
|
—
|
|
|
1,550
|
|
||
Total long term obligations
|
315,453
|
|
|
344,094
|
|
||
Less: current portion
|
(24,672
|
)
|
|
(24,344
|
)
|
||
Total long term obligations, net
|
$
|
290,781
|
|
|
$
|
319,750
|
|
Airline
|
Labor Agreement Unit
|
Percentage of
the Company’s
Employees
|
ABX
|
International Brotherhood of Teamsters
|
11.4%
|
ATI
|
Air Line Pilots Association
|
5.8%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
Pension Plans
|
Post-Retirement Healthcare Plan
|
|
Pension Plans
|
|
Post-Retirement Healthcare Plan
|
|||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
120
|
|
Interest cost
|
8,646
|
|
|
9,879
|
|
|
48
|
|
|
71
|
|
|
17,292
|
|
|
19,758
|
|
|
96
|
|
|
142
|
|
||||||||
Expected return on plan assets
|
(11,020
|
)
|
|
(11,528
|
)
|
|
—
|
|
|
—
|
|
|
(22,040
|
)
|
|
(23,056
|
)
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
(872
|
)
|
|
—
|
|
|
—
|
|
|
(272
|
)
|
|
(1,744
|
)
|
||||||||
Amortization of net (gain) loss
|
1,793
|
|
|
—
|
|
|
73
|
|
|
80
|
|
|
3,586
|
|
|
(1
|
)
|
|
146
|
|
|
160
|
|
||||||||
Net periodic benefit cost (gain)
|
$
|
(581
|
)
|
|
$
|
(1,649
|
)
|
|
$
|
29
|
|
|
$
|
(661
|
)
|
|
$
|
(1,162
|
)
|
|
$
|
(3,299
|
)
|
|
$
|
58
|
|
|
$
|
(1,322
|
)
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
|||||||||
Expiration Date
|
Stated
Interest
Rate
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|||||
May 9, 2016
|
2.020
|
%
|
|
54,375
|
|
|
(713
|
)
|
|
58,125
|
|
|
(1,071
|
)
|
June 30, 2017
|
1.183
|
%
|
|
54,375
|
|
|
(456
|
)
|
|
58,125
|
|
|
(348
|
)
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Gains and Losses on Derivative
|
|
Foreign Currency Translation
|
|
Total
|
|||||
Balance as of March 31, 2014
|
|
(31,073
|
)
|
|
741
|
|
|
2
|
|
|
—
|
|
|
(30,330
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
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
|
|
—
|
|
|
(504
|
)
|
|
(7
|
)
|
|
—
|
|
|
(511
|
)
|
Balance as of June 30, 2014
|
|
(31,073
|
)
|
|
237
|
|
|
(5
|
)
|
|
—
|
|
|
(30,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
)
|
|
160
|
|
|
—
|
|
|
—
|
|
|
159
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(1,744
|
)
|
|
—
|
|
|
—
|
|
|
(1,744
|
)
|
Hedging gain (reclassified to interest expense)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
Income Tax (Expense) or Benefit
|
|
—
|
|
|
576
|
|
|
8
|
|
|
—
|
|
|
584
|
|
Other comprehensive income (loss), net of tax
|
|
(1
|
)
|
|
(1,008
|
)
|
|
(14
|
)
|
|
—
|
|
|
(1,023
|
)
|
Balance as of June 30, 2014
|
|
(31,073
|
)
|
|
237
|
|
|
(5
|
)
|
|
—
|
|
|
(30,841
|
)
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Gains and Losses on Derivative
|
|
Foreign Currency Translation
|
|
Total
|
|||||
Balance as of March 31, 2015
|
|
(80,049
|
)
|
|
(670
|
)
|
|
(2
|
)
|
|
(1,499
|
)
|
|
(82,220
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|
224
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
1,793
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
1,866
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
Hedging gain (reclassified to interest expense)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
Income Tax (Expense) or Benefit
|
|
(651
|
)
|
|
23
|
|
|
43
|
|
|
(80
|
)
|
|
(665
|
)
|
Other comprehensive income (loss), net of tax
|
|
1,142
|
|
|
(40
|
)
|
|
2
|
|
|
144
|
|
|
1,248
|
|
Balance as of June 30, 2015
|
|
(78,907
|
)
|
|
(710
|
)
|
|
—
|
|
|
(1,355
|
)
|
|
(80,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2014
|
|
(81,191
|
)
|
|
(630
|
)
|
|
4
|
|
|
(1,059
|
)
|
|
(82,876
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(453
|
)
|
|
(453
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
3,586
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
3,732
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
(272
|
)
|
Hedging gain (reclassified to interest expense)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
Income Tax (Expense) or Benefit
|
|
(1,302
|
)
|
|
46
|
|
|
46
|
|
|
157
|
|
|
(1,053
|
)
|
Other comprehensive income (loss), net of tax
|
|
2,284
|
|
|
(80
|
)
|
|
(4
|
)
|
|
(296
|
)
|
|
1,904
|
|
Balance as of June 30, 2015
|
|
(78,907
|
)
|
|
(710
|
)
|
|
—
|
|
|
(1,355
|
)
|
|
(80,972
|
)
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
||||||
Outstanding at beginning of period
|
1,406,550
|
|
|
$
|
6.21
|
|
|
1,477,762
|
|
|
$
|
5.83
|
|
Granted
|
390,200
|
|
|
9.61
|
|
|
467,567
|
|
|
7.52
|
|
||
Converted
|
(263,791
|
)
|
|
6.42
|
|
|
(186,179
|
)
|
|
7.50
|
|
||
Expired
|
(1,600
|
)
|
|
10.11
|
|
|
(4,300
|
)
|
|
7.64
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(17,800
|
)
|
|
6.26
|
|
||
Outstanding at end of period
|
1,531,359
|
|
|
$
|
7.04
|
|
|
1,737,050
|
|
|
$
|
6.10
|
|
Vested
|
329,059
|
|
|
$
|
5.61
|
|
|
415,550
|
|
|
$
|
5.28
|
|
|
Three Months Ending
|
|
Six Months Ending
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Earnings from continuing operations
|
$
|
10,570
|
|
|
$
|
9,298
|
|
|
$
|
19,465
|
|
|
$
|
15,820
|
|
Weighted-average shares outstanding for basic earnings per share
|
64,541
|
|
|
64,285
|
|
|
64,498
|
|
|
64,217
|
|
||||
Common equivalent shares:
|
|
|
|
|
|
|
|
||||||||
Effect of stock-based compensation awards
|
930
|
|
|
922
|
|
|
906
|
|
|
957
|
|
||||
Weighted-average shares outstanding assuming dilution
|
65,471
|
|
|
65,207
|
|
|
65,404
|
|
|
65,174
|
|
||||
Basic earnings per share from continuing operations
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.25
|
|
Diluted earnings per share from continuing operations
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
Three Months Ending
|
|
Six Months Ending
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total revenues:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
45,632
|
|
|
$
|
40,590
|
|
|
$
|
88,486
|
|
|
$
|
81,225
|
|
ACMI Services
|
103,892
|
|
|
111,304
|
|
|
209,360
|
|
|
219,900
|
|
||||
All other
|
32,179
|
|
|
36,493
|
|
|
67,785
|
|
|
63,301
|
|
||||
Eliminate inter-segment revenues
|
(33,350
|
)
|
|
(38,769
|
)
|
|
(70,253
|
)
|
|
(71,215
|
)
|
||||
Total
|
$
|
148,353
|
|
|
$
|
149,618
|
|
|
$
|
295,378
|
|
|
$
|
293,211
|
|
Customer revenues:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
24,660
|
|
|
$
|
17,839
|
|
|
$
|
44,541
|
|
|
$
|
36,253
|
|
ACMI Services
|
103,892
|
|
|
111,304
|
|
|
209,360
|
|
|
219,900
|
|
||||
All other
|
19,801
|
|
|
20,475
|
|
|
41,477
|
|
|
37,058
|
|
||||
Total
|
$
|
148,353
|
|
|
$
|
149,618
|
|
|
$
|
295,378
|
|
|
$
|
293,211
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
22,356
|
|
|
$
|
20,328
|
|
|
$
|
43,266
|
|
|
$
|
38,673
|
|
ACMI Services
|
9,027
|
|
|
7,191
|
|
|
17,118
|
|
|
14,026
|
|
||||
All other
|
17
|
|
|
(377
|
)
|
|
9
|
|
|
(578
|
)
|
||||
Total
|
$
|
31,400
|
|
|
$
|
27,142
|
|
|
$
|
60,393
|
|
|
$
|
52,121
|
|
Segment earnings (loss):
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
14,441
|
|
|
$
|
10,667
|
|
|
$
|
28,879
|
|
|
$
|
25,107
|
|
ACMI Services
|
1,126
|
|
|
309
|
|
|
(1,445
|
)
|
|
(6,737
|
)
|
||||
All other
|
1,840
|
|
|
4,108
|
|
|
4,916
|
|
|
7,125
|
|
||||
Net unallocated interest expense
|
(428
|
)
|
|
(424
|
)
|
|
(885
|
)
|
|
(803
|
)
|
||||
Net gain on derivative instruments
|
264
|
|
|
31
|
|
|
251
|
|
|
330
|
|
||||
Pre-tax earnings from continuing operations
|
$
|
17,243
|
|
|
$
|
14,691
|
|
|
$
|
31,716
|
|
|
$
|
25,022
|
|
|
June 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
||||
CAM
|
$
|
785,686
|
|
|
$
|
801,195
|
|
ACMI Services
|
140,372
|
|
|
135,109
|
|
||
All other
|
$
|
99,105
|
|
|
$
|
95,325
|
|
Total
|
$
|
1,025,163
|
|
|
$
|
1,031,629
|
|
|
ACMI
Services
|
|
CAM
|
|
Total
|
||||
In-service aircraft
|
|
|
|
|
|
||||
Aircraft owned
|
|
|
|
|
|
||||
Boeing 767-200
|
11
|
|
|
23
|
|
|
34
|
|
|
Boeing 767-300
|
4
|
|
|
6
|
|
|
10
|
|
|
Boeing 757-200
|
4
|
|
|
—
|
|
|
4
|
|
|
Boeing 757-200 Combi
|
4
|
|
|
—
|
|
|
4
|
|
|
Total
|
23
|
|
|
29
|
|
|
52
|
|
|
Carrying value
|
|
|
|
|
$
|
740,347
|
|
||
Operating lease
|
|
|
|
|
|
||||
Boeing 757-200
|
1
|
|
|
—
|
|
|
1
|
|
|
Total
|
1
|
|
|
—
|
|
|
1
|
|
|
Other aircraft
|
|
|
|
|
|
||||
Owned Boeing 767-200s available or staging for lease
|
—
|
|
|
2
|
|
|
2
|
|
|
Owned Boeing 767-300 under modification
|
—
|
|
|
1
|
|
|
1
|
|
|
Three Months Ending
|
|
Six Months Ending
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues from Continuing Operations:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
45,632
|
|
|
$
|
40,590
|
|
|
$
|
88,486
|
|
|
$
|
81,225
|
|
ACMI Services
|
|
|
|
|
|
|
|
||||||||
Airline services
|
97,897
|
|
|
100,288
|
|
|
195,592
|
|
|
199,805
|
|
||||
Reimbursable
|
5,995
|
|
|
11,016
|
|
|
13,768
|
|
|
20,095
|
|
||||
Total ACMI Services
|
103,892
|
|
|
111,304
|
|
|
209,360
|
|
|
219,900
|
|
||||
Other Activities
|
32,179
|
|
|
36,493
|
|
|
67,785
|
|
|
63,301
|
|
||||
Total Revenues
|
181,703
|
|
|
188,387
|
|
|
365,631
|
|
|
364,426
|
|
||||
Eliminate internal revenues
|
(33,350
|
)
|
|
(38,769
|
)
|
|
(70,253
|
)
|
|
(71,215
|
)
|
||||
Customer Revenues
|
$
|
148,353
|
|
|
$
|
149,618
|
|
|
$
|
295,378
|
|
|
$
|
293,211
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Pre-Tax Earnings (Loss) from Continuing Operations:
|
|
|
|
|
|
|
|
||||||||
CAM, inclusive of interest expense
|
$
|
14,441
|
|
|
$
|
10,667
|
|
|
$
|
28,879
|
|
|
$
|
25,107
|
|
ACMI Services
|
1,126
|
|
|
309
|
|
|
(1,445
|
)
|
|
(6,737
|
)
|
||||
Other Activities
|
1,840
|
|
|
4,108
|
|
|
4,916
|
|
|
7,125
|
|
||||
Net unallocated interest expense
|
(428
|
)
|
|
(424
|
)
|
|
(885
|
)
|
|
(803
|
)
|
||||
Net gain on derivative instruments
|
264
|
|
|
31
|
|
|
251
|
|
|
330
|
|
||||
Pre-Tax Earnings from Continuing Operations
|
17,243
|
|
|
14,691
|
|
|
31,716
|
|
|
25,022
|
|
||||
Less: Net (gain) on derivative instruments
|
(264
|
)
|
|
(31
|
)
|
|
(251
|
)
|
|
(330
|
)
|
||||
Adjusted Pre-Tax Earnings
|
$
|
16,979
|
|
|
$
|
14,660
|
|
|
$
|
31,465
|
|
|
$
|
24,692
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
|
||||||
May 1, 2015 through May 31, 2015
|
|
40,000
|
|
|
$
|
10.71
|
|
|
40,000
|
|
|
$
|
49,571,564
|
|
June 1, 2015 through June 30, 2015
|
|
204,869
|
|
|
$
|
10.58
|
|
|
204,869
|
|
|
$
|
47,404,575
|
|
Total for the quarter
|
|
244,869
|
|
|
$
|
10.60
|
|
|
244,869
|
|
|
$
|
47,404,575
|
|
10.1
|
Amended and Restated Air Transportation Services Agreement between DHL Network Operations (USA), Inc., ABX Air, Inc. and Cargo Aircraft Management, Inc., dated January 14, 2015. Those portions of the Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. (1)
|
|
|
10.2
|
Fifth Amendment to Credit Agreement, dated May 8, 2015, by and among Cargo Aircraft Management, Inc., as Borrower, Air Transport Services Group, Inc., each of the Guarantors party thereto, each of the financial institutions party thereto as "Lenders" and SunTrust Bank, in its capacity as Administrative Agent, filed herewith.
|
|
|
10.3
|
Description of Compensation Arrangements for Non-Employee Directors, 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
|
(1)
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2015, as amended by the Company's Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on August 7, 2015.
|
|
|
|
|
AIR TRANSPORT SERVICES GROUP, INC.,
|
|
|
|
|
a Delaware Corporation
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH C. HETE
|
|
|
|
|
Joseph C. Hete
|
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date:
|
August 7, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ QUINT O. TURNER
|
|
|
|
|
Quint O. Turner
|
|
|
|
|
Chief Financial Officer (Principal Financial Officer
|
Date:
|
August 7, 2015
|
|
|
and Principal Accounting Officer)
|
Date
|
Installment Amount
|
June 30, 2012
|
$1,875,000
|
September 30, 2012
|
$1,875,000
|
December 31, 2012
|
$1,875,000
|
March 31, 2013
|
$1,875,000
|
June 30, 2013
|
$3,750,000
|
September 30, 2013
|
$3,750,000
|
December 31, 2013
|
$3,750,000
|
March 31, 2014
|
$3,750,000
|
June 30, 2014
|
$3,750,000
|
September 30, 2014
|
$3,750,000
|
December 31, 2014
|
$3,750,000
|
March 31, 2015
|
$3,750,000
|
June 30, 2015
|
$3,750,000
|
September 30, 2015
|
$3,750,000
|
December 31, 2015
|
$3,750,000
|
March 31, 2016
|
$3,750,000
|
June 30, 2016
|
$3,750,000
|
September 30, 2016
|
$3,750,000
|
December 31, 2016
|
$3,750,000
|
March 31, 2017
|
$3,750,000
|
June 30, 2017
|
$3,750,000
|
September 30, 2017
|
$3,750,000
|
December 31, 2017
|
$3,750,000
|
March 31, 2018
|
$3,750,000
|
June 30, 2018
|
$3,750,000
|
September 30, 2018
|
$3,750,000
|
December 31, 2018
|
$3,750,000
|
March 31, 2019
|
$3,750,000
|
June 30, 2019
|
$3,750,000
|
September 30, 2019
|
$3,750,000
|
December 31, 2019
|
$3,750,000
|
March 31, 2020
|
$3,750,000
|
Term Facility Final
Maturity Date
|
All amounts outstanding
in respect of the Term
Loans”
|
|
REGIONS BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Jose Mazariegos
|
|
Name: Jose Mazariegos
|
|
Title: Senior Vice President
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as a Lender
|
|
|
|
|
|
|
|
By:
/s/ John B. Middelberg
|
|
Name: John B. Middelberg
|
|
Title: Executive Director
|
|
|
|
|
|
BANK OF AMERICA, N.A., as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Jesse Mullins
|
|
Name: Jesse Mullins
|
|
Title: Assistant Vice President
|
|
|
|
|
|
PNC BANK, N.A., as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Brad Russell
|
|
Name: Brad Russell
|
|
Title: Vice President
|
|
|
|
|
|
BRANCH BANKING AND TRUST COMPANY,
as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Brent Walser
|
|
Name: Brent Walser
|
|
Title: Assistant Vice President
|
|
|
|
|
|
COMPASS BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Jeffrey W. Powell
|
|
Name: Jeffrey W. Powell
|
|
Title: Sr. Vice President
|
|
|
|
|
|
THE NORTHERN TRUST COMPANY,
as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Peter J. Hallan
|
|
Name: Peter J. Hallan
|
|
Title: Vice President
|
|
|
|
|
|
THE PRIVATEBANK AND TRUST COMPANY, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Nick Fadel
|
|
Name: Nick Fadel
|
|
Title: Managing Director
|
|
|
|
|
|
UNION BANK & TRUST, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Dek Bowen
|
|
Name: Dek Bowen
|
|
Title: Senior Vice President
|
|
|
|
|
|
ATLANTIC CAPITAL BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Preston McDonald
|
|
Name: Preston McDonald
|
|
Title: Vice President
|
|
|
|
|
|
TRISTATE CAPITAL BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Michael P. Morris
|
|
Name: Michael P. Morris
|
|
Title: Senior Vice President
|
|
|
|
|
Institution
|
Revolving Commitment
|
Address
|
SunTrust Bank
|
$54,147,594.00
|
3333 Peachtree Road N.E.,
8th Floor
Mail Code: GA-Atlanta-2020
Atlanta, GA 30326
Attn: Christopher Hursey
Fax: (404) 439-7409
|
Regions Bank
|
$51,858,442.00
|
201 Milan Parkway
Birmingham, Alabama 35211
Attn: Stephanie Reid
Fax: (205) 801-5250
|
JPMorgan Chase Bank, N.A.
|
$50,339,455.00
|
10 S Dearborn
Floor 07
Chicago, Illinois 60603
Attn: Non Agented Servicing Team
Fax: (312) 256-2608
|
Bank of America, N.A.
|
$35,741,890.00
|
901 Main Street
Dallas, Texas 75202
Attn: Susheel Jaiswal
Fax: (972) 728-9506
|
PNC Bank, N.A.
|
$33,453,625.00
|
6750 Miller Road
Brecksville, Ohio 44141
Attn: Mary Ann Cruz
Fax: (866) 932-2125
|
The PrivateBank and Trust Company
|
$14,607,260.00
|
120 South LaSalle Street
Chicago, Illinois 60602
Attn: Daniel Arehart
Fax: (312) 564-1794
|
Branch Banking and Trust Company
|
$18,591,435.00
|
200 W Second Street
16th Floor
Winston Salem, NC 27101
Attn: Wendy Gerringer
Fax: (336) 733-2740
|
Compass Bank
|
$18,905,090.00
|
8080 N Central Expressway
Suite 320
Dallas, Texas 75206
Attn: Kathy Kirk
Fax: (866) 984-8668
|
Institution
|
Revolving Commitment
|
Address
|
The Northern Trust Company
|
$18,733,655.00
|
50 South LaSalle Street
Chicago, Illinois 60603
Attn: Mary Green
Fax: (312) 630-1566
|
Union Bank & Trust
|
$14,557,918.00
|
1658 State Farm Blvd.
Charlottesville, Virginia 22911
Attn: deK Bowen
cc: Sherrie Guyton
Fax: (434) 244-6651
|
Atlantic Capital Bank
|
$7,681,818.00
|
3525 Piedmont Road, NE
Building 7, Suite 510
Atlanta, Georgia 30305
Attn: Trudy Robinson
Fax: (404) 995-5804
|
TriState Capital Bank
|
$6,381,818.00
|
301 Grant Street
Suite 2700
Pittsburgh, Pennsylvania 15219
Attn: John Kyle
Fax: (412) 304-0391
|
Total
|
$325,000,000.00
|
|
Institution
|
Term
Loans Outstanding
|
SunTrust Bank
|
$18,830,810.68
|
Regions Bank
|
$17,894,751.42
|
JPMorgan Chase Bank, N.A.
|
$17,326,910.16
|
Bank of America, N.A.
|
$11,990,662.50
|
PNC Bank, N.A.
|
$10,949,354.62
|
The PrivateBank and Trust Company
|
$6,076,910.16
|
Branch Banking and Trust Company
|
$5,860,980.15
|
Compass Bank
|
$5,539,040.71
|
The Northern Trust Company
|
$5,839,686.12
|
Union Bank & Trust
|
$4,615,893.52
|
Atlantic Capital Bank
|
$4,124,999.96
|
TriState Capital Bank
|
$3,450,000.00
|
Total
|
$112,500,000.00
|
Name
|
Office
|
Signature
|
______________________
|
______________________
|
______________________
|
______________________
|
______________________
|
______________________
|
|
|
|
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
|
Joseph C. Hete
|
Chief Executive Officer
|
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/ QUINT O. TURNER
|
Quint O. Turner
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/
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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ QUINT O. TURNER
|
Quint O. Turner
Chief Financial Officer
|