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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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145 Hunter Drive, Wilmington, OH
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45177
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(Address of Principal Executive Offices)
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(Zip Code)
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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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Emerging growth company
o
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Page
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PART I. FINANCIAL INFORMATION
|
|||
Item 1.
|
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||
|
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||
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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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March 31
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||||||
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2017
|
|
2016
|
||||
REVENUES
|
$
|
237,917
|
|
|
$
|
177,385
|
|
OPERATING EXPENSES
|
|
|
|
||||
Salaries, wages and benefits
|
72,663
|
|
|
52,419
|
|
||
Depreciation and amortization
|
36,442
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|
|
32,534
|
|
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Maintenance, materials and repairs
|
24,601
|
|
|
27,343
|
|
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Fuel
|
34,841
|
|
|
16,631
|
|
||
Travel
|
7,366
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|
|
4,808
|
|
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Contracted ground and aviation services
|
20,687
|
|
|
10,868
|
|
||
Rent
|
3,286
|
|
|
2,627
|
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||
Landing and ramp
|
5,299
|
|
|
3,651
|
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Insurance
|
1,262
|
|
|
1,149
|
|
||
Other operating expenses
|
13,717
|
|
|
10,004
|
|
||
|
220,164
|
|
|
162,034
|
|
||
OPERATING INCOME
|
17,753
|
|
|
15,351
|
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest income
|
32
|
|
|
24
|
|
||
Net gain (loss) on financial instruments
|
1,869
|
|
|
(528
|
)
|
||
Interest expense
|
(3,548
|
)
|
|
(2,699
|
)
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||
|
(1,647
|
)
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|
(3,203
|
)
|
||
|
|
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|
||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
16,106
|
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|
12,148
|
|
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INCOME TAX EXPENSE
|
(6,310
|
)
|
|
(3,977
|
)
|
||
EARNINGS FROM CONTINUING OPERATIONS
|
9,796
|
|
|
8,171
|
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||
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAXES
|
192
|
|
|
47
|
|
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NET EARNINGS
|
$
|
9,988
|
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|
$
|
8,218
|
|
|
|
|
|
||||
BASIC EARNINGS PER SHARE
|
|
|
|
||||
Continuing operations
|
$
|
0.17
|
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
TOTAL BASIC EARNINGS PER SHARE
|
$
|
0.17
|
|
|
$
|
0.13
|
|
|
|
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|
||||
DILUTED EARNINGS PER SHARE
|
|
|
|
||||
Continuing operations
|
$
|
0.13
|
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
TOTAL DILUTED EARNINGS PER SHARE
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
|
|
|
||||
WEIGHTED AVERAGE SHARES
|
|
|
|
||||
Basic
|
59,133
|
|
|
63,636
|
|
||
Diluted
|
64,949
|
|
|
65,057
|
|
|
Three Months Ended
|
||||||
|
March 31
|
||||||
|
2017
|
|
2016
|
||||
NET EARNINGS
|
$
|
9,988
|
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|
$
|
8,218
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
||||
Defined benefit pension
|
1,234
|
|
|
2,146
|
|
||
Defined benefit post-retirement
|
37
|
|
|
9
|
|
||
Foreign currency translation
|
37
|
|
|
257
|
|
||
|
|
|
|
||||
TOTAL COMPREHENSIVE INCOME, NET OF TAXES
|
$
|
11,296
|
|
|
$
|
10,630
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,631
|
|
|
$
|
16,358
|
|
Accounts receivable, net of allowance of $1,273 in 2017 and $1,264 in 2016
|
83,981
|
|
|
77,247
|
|
||
Inventory
|
18,454
|
|
|
19,925
|
|
||
Prepaid supplies and other
|
24,481
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|
|
19,123
|
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||
TOTAL CURRENT ASSETS
|
154,547
|
|
|
132,653
|
|
||
Property and equipment, net
|
1,057,877
|
|
|
1,000,992
|
|
||
Other assets
|
82,799
|
|
|
80,099
|
|
||
Goodwill and acquired intangibles
|
45,588
|
|
|
45,586
|
|
||
TOTAL ASSETS
|
$
|
1,340,811
|
|
|
$
|
1,259,330
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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|
||||
CURRENT LIABILITIES:
|
|
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|
||||
Accounts payable
|
$
|
76,269
|
|
|
$
|
60,704
|
|
Accrued salaries, wages and benefits
|
27,032
|
|
|
37,044
|
|
||
Accrued expenses
|
9,553
|
|
|
10,324
|
|
||
Current portion of debt obligations
|
26,531
|
|
|
29,306
|
|
||
Unearned revenue
|
25,233
|
|
|
18,407
|
|
||
TOTAL CURRENT LIABILITIES
|
164,618
|
|
|
155,785
|
|
||
Long term debt
|
481,886
|
|
|
429,415
|
|
||
Post-retirement obligations
|
74,674
|
|
|
77,713
|
|
||
Other liabilities
|
51,294
|
|
|
52,542
|
|
||
Stock warrants
|
97,831
|
|
|
89,441
|
|
||
Deferred income taxes
|
129,425
|
|
|
122,532
|
|
||
TOTAL LIABILITIES
|
999,728
|
|
|
927,428
|
|
||
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; 85,000,000 shares authorized; 59,563,749 and 59,461,291 shares issued and outstanding in 2017 and 2016, respectively
|
596
|
|
|
595
|
|
||
Additional paid-in capital
|
441,300
|
|
|
443,416
|
|
||
Accumulated deficit
|
(22,255
|
)
|
|
(32,243
|
)
|
||
Accumulated other comprehensive loss
|
(78,558
|
)
|
|
(79,866
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
341,083
|
|
|
331,902
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
1,340,811
|
|
|
$
|
1,259,330
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31
|
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings from continuing operations
|
$
|
9,796
|
|
|
$
|
8,171
|
|
Net earnings from discontinued operations
|
192
|
|
|
47
|
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
39,033
|
|
|
32,534
|
|
||
Pension and post-retirement
|
1,995
|
|
|
3,382
|
|
||
Deferred income taxes
|
6,149
|
|
|
3,831
|
|
||
Amortization of stock-based compensation
|
784
|
|
|
654
|
|
||
Net (gain) loss on financial instruments
|
(1,869
|
)
|
|
528
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(6,487
|
)
|
|
219
|
|
||
Inventory and prepaid supplies
|
(4,413
|
)
|
|
1,341
|
|
||
Accounts payable
|
6,932
|
|
|
(1,995
|
)
|
||
Unearned revenue
|
4,765
|
|
|
(2,719
|
)
|
||
Accrued expenses, salaries, wages, benefits and other liabilities
|
(9,911
|
)
|
|
(920
|
)
|
||
Pension and post-retirement assets
|
(3,039
|
)
|
|
(2,196
|
)
|
||
Other
|
283
|
|
|
1,432
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
44,210
|
|
|
44,309
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(83,786
|
)
|
|
(71,673
|
)
|
||
Acquisitions and investments in businesses
|
(640
|
)
|
|
—
|
|
||
Redemption of long term deposits
|
4,725
|
|
|
—
|
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(79,701
|
)
|
|
(71,673
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Principal payments on long term obligations
|
(10,337
|
)
|
|
(6,189
|
)
|
||
Proceeds from borrowings
|
60,000
|
|
|
60,000
|
|
||
Purchase of common stock
|
(1,463
|
)
|
|
(3,079
|
)
|
||
Withholding taxes paid for conversion of employee stock awards
|
(1,436
|
)
|
|
(1,231
|
)
|
||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
46,764
|
|
|
49,501
|
|
||
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
11,273
|
|
|
22,137
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
16,358
|
|
|
17,697
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
27,631
|
|
|
$
|
39,834
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
3,406
|
|
|
$
|
2,587
|
|
Federal alternative minimum and state income taxes paid
|
$
|
113
|
|
|
$
|
—
|
|
SUPPLEMENTAL NON-CASH INFORMATION:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
18,251
|
|
|
$
|
7,084
|
|
|
|
CAM
|
|
All Other
|
|
Total
|
||||||
Carrying value as of December 31, 2016
|
|
$
|
34,395
|
|
|
$
|
2,738
|
|
|
$
|
37,133
|
|
Purchase price adjustment
|
|
—
|
|
|
140
|
|
|
140
|
|
|||
Carrying value as of March 31, 2017
|
|
$
|
34,395
|
|
|
$
|
2,878
|
|
|
$
|
37,273
|
|
|
|
Airline
|
|
Amortizing
|
|
|
||||||
|
|
Certificates
|
|
Intangibles
|
|
Total
|
||||||
Carrying value as of December 31, 2016
|
|
$
|
3,000
|
|
|
$
|
5,453
|
|
|
$
|
8,453
|
|
Amortization
|
|
—
|
|
|
(138
|
)
|
|
(138
|
)
|
|||
Carrying value as of March 31, 2017
|
|
$
|
3,000
|
|
|
$
|
5,315
|
|
|
$
|
8,315
|
|
|
|
Lease
|
||
|
|
Incentive
|
||
Carrying value as of December 31, 2016
|
|
$
|
54,730
|
|
Warrants granted
|
|
10,050
|
|
|
Amortization
|
|
(2,591
|
)
|
|
Carrying value as of March 31, 2017
|
|
$
|
62,189
|
|
As of March 31, 2017
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
—
|
|
|
$
|
6,482
|
|
|
$
|
—
|
|
|
$
|
6,482
|
|
Interest rate swap
|
—
|
|
|
697
|
|
|
—
|
|
|
697
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
7,179
|
|
|
$
|
—
|
|
|
$
|
7,179
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
Stock warrant obligation
|
—
|
|
|
(97,831
|
)
|
|
—
|
|
|
(97,831
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(97,848
|
)
|
|
$
|
—
|
|
|
$
|
(97,848
|
)
|
As of December 31, 2016
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
—
|
|
|
$
|
482
|
|
|
$
|
—
|
|
|
$
|
482
|
|
Interest rate swap
|
—
|
|
|
547
|
|
|
—
|
|
|
547
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
1,029
|
|
|
$
|
—
|
|
|
$
|
1,029
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
Stock warrant obligation
|
—
|
|
|
(89,441
|
)
|
|
—
|
|
|
(89,441
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(89,518
|
)
|
|
$
|
—
|
|
|
$
|
(89,518
|
)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Flight equipment
|
$
|
1,546,545
|
|
|
$
|
1,541,872
|
|
Ground equipment
|
49,348
|
|
|
49,229
|
|
||
Leasehold improvements, facilities and office equipment
|
28,081
|
|
|
27,364
|
|
||
Aircraft modifications and projects in progress
|
188,392
|
|
|
113,518
|
|
||
|
1,812,366
|
|
|
1,731,983
|
|
||
Accumulated depreciation
|
(754,489
|
)
|
|
(730,991
|
)
|
||
Property and equipment, net
|
$
|
1,057,877
|
|
|
$
|
1,000,992
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Unsubordinated term loan
|
$
|
81,765
|
|
|
$
|
85,636
|
|
Revolving credit facility
|
415,000
|
|
|
355,000
|
|
||
Aircraft loans
|
11,652
|
|
|
18,085
|
|
||
Total long term obligations
|
508,417
|
|
|
458,721
|
|
||
Less: current portion
|
(26,531
|
)
|
|
(29,306
|
)
|
||
Total long term obligations, net
|
$
|
481,886
|
|
|
$
|
429,415
|
|
Airline
|
Labor Agreement Unit
|
Percentage of
the Company’s
Employees
|
ABX
|
International Brotherhood of Teamsters
|
8.8%
|
ATI
|
Air Line Pilots Association
|
6.7%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Plans
|
|
Post-Retirement Healthcare Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
31
|
|
Interest cost
|
8,775
|
|
|
8,968
|
|
|
36
|
|
|
42
|
|
||||
Expected return on plan assets
|
(10,930
|
)
|
|
(10,264
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(26
|
)
|
||||
Amortization of net loss
|
1,937
|
|
|
3,368
|
|
|
71
|
|
|
40
|
|
||||
Net periodic benefit (income) cost
|
$
|
(218
|
)
|
|
$
|
2,072
|
|
|
$
|
133
|
|
|
$
|
87
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||||||
Expiration Date
|
Stated
Interest
Rate
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|||||
June 30, 2017
|
1.183
|
%
|
|
41,250
|
|
|
(17
|
)
|
|
43,125
|
|
|
(77
|
)
|
May 5, 2021
|
1.090
|
%
|
|
41,250
|
|
|
643
|
|
|
43,125
|
|
|
547
|
|
May 30, 2021
|
1.703
|
%
|
|
39,375
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Foreign Currency Translation
|
|
Total
|
||||
Balance as of December 31, 2015
|
|
(97,302
|
)
|
|
(315
|
)
|
|
(1,395
|
)
|
|
(99,012
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
392
|
|
|
392
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
3,368
|
|
|
40
|
|
|
—
|
|
|
3,408
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
Income tax expense
|
|
(1,222
|
)
|
|
(5
|
)
|
|
(135
|
)
|
|
(1,362
|
)
|
Other comprehensive income, net of tax
|
|
2,146
|
|
|
9
|
|
|
257
|
|
|
2,412
|
|
Balance as of March 31, 2016
|
|
(95,156
|
)
|
|
(306
|
)
|
|
(1,138
|
)
|
|
(96,600
|
)
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Foreign Currency Translation
|
|
Total
|
||||
Balance as of December 31, 2016
|
|
(77,088
|
)
|
|
(1,301
|
)
|
|
(1,477
|
)
|
|
(79,866
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
58
|
|
|
58
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
1,937
|
|
|
71
|
|
|
—
|
|
|
2,008
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
Income tax expense
|
|
(703
|
)
|
|
(21
|
)
|
|
(21
|
)
|
|
(745
|
)
|
Other comprehensive income, net of tax
|
|
1,234
|
|
|
37
|
|
|
37
|
|
|
1,308
|
|
Balance as of March 31, 2017
|
|
(75,854
|
)
|
|
(1,264
|
)
|
|
(1,440
|
)
|
|
(78,558
|
)
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
|
Number of
Awards
|
|
Weighted
average
grant-date
fair value
|
||||||
Outstanding at beginning of period
|
1,040,569
|
|
|
$
|
9.97
|
|
|
1,157,659
|
|
|
$
|
7.52
|
|
Granted
|
243,940
|
|
|
17.52
|
|
|
294,060
|
|
|
15.43
|
|
||
Converted
|
(173,210
|
)
|
|
9.69
|
|
|
(160,500
|
)
|
|
7.20
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(3,800
|
)
|
|
13.66
|
|
|
—
|
|
|
—
|
|
||
Outstanding at end of period
|
1,107,499
|
|
|
$
|
11.66
|
|
|
1,291,219
|
|
|
$
|
9.37
|
|
Vested
|
324,599
|
|
|
$
|
6.39
|
|
|
338,919
|
|
|
$
|
6.12
|
|
|
Three Months Ending March 31,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
||||
Earnings from continuing operations - basic
|
$
|
9,796
|
|
|
$
|
8,171
|
|
Gain from stock warrant revaluation, net of tax
|
(1,539
|
)
|
|
—
|
|
||
Earnings from continuing operations - diluted
|
$
|
8,257
|
|
|
$
|
8,171
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding - basic
|
59,133
|
|
|
63,636
|
|
||
Common equivalent shares:
|
|
|
|
||||
Effect of stock-based compensation awards
|
684
|
|
|
809
|
|
||
Effect of stock warrants
|
5,132
|
|
|
612
|
|
||
Weighted-average shares outstanding assuming dilution
|
64,949
|
|
|
65,057
|
|
||
|
|
|
|
||||
Basic earnings per share from continuing operations
|
$
|
0.17
|
|
|
$
|
0.13
|
|
Diluted earnings per share from continuing operations
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
Three Months Ending March 31,
|
||||||
|
2017
|
|
2016
|
||||
Total revenues:
|
|
|
|
||||
CAM
|
$
|
47,978
|
|
|
$
|
51,726
|
|
ACMI Services
|
144,949
|
|
|
114,956
|
|
||
All other
|
89,206
|
|
|
55,011
|
|
||
Eliminate inter-segment revenues
|
(44,216
|
)
|
|
(44,308
|
)
|
||
Total
|
$
|
237,917
|
|
|
$
|
177,385
|
|
Customer revenues:
|
|
|
|
||||
CAM
|
$
|
30,782
|
|
|
$
|
28,761
|
|
ACMI Services
|
144,949
|
|
|
114,956
|
|
||
All other
|
62,186
|
|
|
33,668
|
|
||
Total
|
$
|
237,917
|
|
|
$
|
177,385
|
|
Depreciation and amortization expense:
|
|
|
|
||||
CAM
|
$
|
24,301
|
|
|
$
|
22,730
|
|
ACMI Services
|
11,072
|
|
|
9,544
|
|
||
All other
|
1,069
|
|
|
260
|
|
||
Total
|
$
|
36,442
|
|
|
$
|
32,534
|
|
Segment earnings (loss):
|
|
|
|
||||
CAM
|
$
|
13,330
|
|
|
$
|
19,510
|
|
ACMI Services
|
(3,705
|
)
|
|
(10,356
|
)
|
||
All other
|
4,783
|
|
|
3,868
|
|
||
Net unallocated interest expense
|
(171
|
)
|
|
(346
|
)
|
||
Net gain (loss) on financial instruments
|
1,869
|
|
|
(528
|
)
|
||
Pre-tax earnings from continuing operations
|
$
|
16,106
|
|
|
$
|
12,148
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
||||
CAM
|
$
|
1,035,730
|
|
|
$
|
971,986
|
|
ACMI Services
|
182,190
|
|
|
164,489
|
|
||
All other
|
122,891
|
|
|
122,855
|
|
||
Total
|
$
|
1,340,811
|
|
|
$
|
1,259,330
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
|
ACMI
Services
|
CAM
|
Total
|
|
ACMI
Services |
CAM
|
Total
|
||||||
In-service aircraft
|
|
|
|
|
|
|
|
||||||
Aircraft owned
|
|
|
|
|
|
|
|
||||||
Boeing 767-200
|
6
|
|
29
|
|
35
|
|
|
6
|
|
29
|
|
35
|
|
Boeing 767-300
|
3
|
|
14
|
|
17
|
|
|
4
|
|
12
|
|
16
|
|
Boeing 757-200
|
4
|
|
—
|
|
4
|
|
|
4
|
|
—
|
|
4
|
|
Boeing 757-200 Combi
|
4
|
|
—
|
|
4
|
|
|
4
|
|
—
|
|
4
|
|
Total
|
17
|
|
43
|
|
60
|
|
|
18
|
|
41
|
|
59
|
|
Other aircraft
|
|
|
|
|
|
|
|
||||||
Owned Boeing 767-300 under modification
|
—
|
|
9
|
|
9
|
|
|
—
|
|
7
|
|
7
|
|
Owned Boeing 737-400 under modification
|
—
|
|
1
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
Owned Boeing 767 available or staging for lease
|
—
|
|
1
|
|
1
|
|
|
—
|
|
1
|
|
1
|
|
|
Three Months Ending March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues from Continuing Operations:
|
|
|
|
||||
CAM
|
|
|
|
||||
Aircraft leasing and related revenues
|
$
|
50,569
|
|
|
$
|
51,726
|
|
Lease amortization against revenue
|
(2,591
|
)
|
|
—
|
|
||
Total CAM
|
47,978
|
|
|
51,726
|
|
||
ACMI Services
|
|
|
|
||||
Airline services
|
108,066
|
|
|
101,653
|
|
||
Reimbursable
|
36,883
|
|
|
13,303
|
|
||
Total ACMI Services
|
144,949
|
|
|
114,956
|
|
||
Other Activities
|
89,206
|
|
|
55,011
|
|
||
Total Revenues
|
282,133
|
|
|
221,693
|
|
||
Eliminate internal revenues
|
(44,216
|
)
|
|
(44,308
|
)
|
||
Customer Revenues
|
$
|
237,917
|
|
|
$
|
177,385
|
|
|
|
|
|
||||
|
|
|
|
||||
Pre-Tax Earnings from Continuing Operations:
|
|
|
|
||||
CAM, inclusive of interest expense
|
$
|
13,330
|
|
|
$
|
19,510
|
|
ACMI Services
|
(3,705
|
)
|
|
(10,356
|
)
|
||
Other Activities
|
4,783
|
|
|
3,868
|
|
||
Net unallocated interest expense
|
(171
|
)
|
|
(346
|
)
|
||
Net financial instrument re-measurement (loss) gain
|
1,869
|
|
|
(528
|
)
|
||
Pre-Tax Earnings from Continuing Operations
|
16,106
|
|
|
12,148
|
|
||
Add other non-service components of retiree benefit costs, net
|
177
|
|
|
2,203
|
|
||
Add debt issuance costs from non-consolidating affiliate
|
—
|
|
|
1,229
|
|
||
Add lease incentive amortization
|
2,591
|
|
|
—
|
|
||
Add net loss (gain) on financial instruments
|
(1,869
|
)
|
|
528
|
|
||
Adjusted Pre-Tax Earnings from Continuing Operations
|
$
|
17,005
|
|
|
$
|
16,108
|
|
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
|
||||||
January 1, 2017 through January 31, 2017
|
|
30,000
|
|
|
$
|
15.63
|
|
|
30,000
|
|
|
$
|
25,616,016
|
|
February 1, 2017 through February 28, 2017
|
|
30,000
|
|
|
$
|
16.99
|
|
|
30,000
|
|
|
$
|
25,106,319
|
|
March 1, 2017 through March 31, 2017
|
|
30,000
|
|
|
$
|
16.13
|
|
|
30,000
|
|
|
$
|
24,622,407
|
|
Total for the quarter
|
|
90,000
|
|
|
$
|
16.25
|
|
|
90,000
|
|
|
$
|
24,622,407
|
|
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 8, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ QUINT O. TURNER
|
|
|
|
|
Quint O. Turner
|
|
|
|
|
Chief Financial Officer (Principal Financial Officer
|
Date:
|
May 8, 2017
|
|
|
and Principal Accounting Officer)
|
|
REGIONS BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Cheryl L. Shelhart
|
|
Name: Cheryl L. Shelhart
|
|
Title: 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/ Gregg A. Bush
|
|
Name: Gregg A. Bush
|
|
Title: Senior Vice President
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ David Beckett
|
|
Name: David Beckett
|
|
Title: Vice President
|
|
|
|
|
|
BRANCH BANKING AND TRUST COMPANY,
as a Lender
|
|
|
|
|
|
|
|
By:
/s/ David Miller
|
|
Name: David Miller
|
|
Title: Vice President
|
|
|
|
|
|
COMPASS BANK, as a Lender
|
|
|
|
|
|
|
|
By:
/s/ Jeffrey Bork
|
|
Name: Jeffrey Bork
|
|
Title: Senior 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/ Ellen Frank
|
|
Name: Ellen Frank
|
|
Title: Senior Vice President
|
|
|
|
|
Institution
|
Revolving Commitment
|
||
SunTrust Bank
|
|
$81,208,390.00
|
|
Regions Bank
|
|
$69,814,886.00
|
|
JPMorgan Chase Bank, N.A.
|
|
$80,828,518.00
|
|
Bank of America, N.A.
|
|
$71,739,395.00
|
|
PNC Bank, National Association
|
|
$59,747,048.00
|
|
Branch Banking and Trust Company
|
|
$44,811,877.00
|
|
Compass Bank
|
|
$39,295,033.00
|
|
The Northern Trust Company
|
|
$30,197,857.00
|
|
The PrivateBank and Trust Company
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|
$23,607,260.00
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Union Bank & Trust
|
|
$24,557,918.00
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Atlantic Capital Bank
|
|
$11,881,818.00
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TriState Capital Bank
|
|
$7,310,000.00
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|
TOTAL
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|
$545,000,000.00
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Name
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Office
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Signature
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______________________
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______________________
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______________________
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______________________
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______________________
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______________________
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1.
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I have reviewed this report on Form 10-K 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/ 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-K 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
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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)
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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
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Joseph C. Hete
Chief Executive 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)
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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
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Quint O. Turner
Chief Financial Officer
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