|
|
|
|
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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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||
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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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||
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PART II. OTHER INFORMATION
|
|||
Item 1.
|
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Item 1A.
|
|
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Item 2.
|
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Item 5.
|
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Item 6.
|
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||
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
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||||||||||||
|
2017
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|
2016
|
|
2017
|
|
2016
|
||||||||
REVENUES
|
$
|
254,101
|
|
|
$
|
193,261
|
|
|
$
|
745,229
|
|
|
$
|
547,195
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Salaries, wages and benefits
|
66,706
|
|
|
59,405
|
|
|
205,379
|
|
|
165,471
|
|
||||
Depreciation and amortization
|
37,605
|
|
|
33,939
|
|
|
111,828
|
|
|
99,605
|
|
||||
Maintenance, materials and repairs
|
33,100
|
|
|
30,196
|
|
|
100,970
|
|
|
90,968
|
|
||||
Fuel
|
34,035
|
|
|
24,372
|
|
|
101,134
|
|
|
58,171
|
|
||||
Contracted ground and aviation services
|
40,445
|
|
|
12,865
|
|
|
93,283
|
|
|
32,664
|
|
||||
Travel
|
6,357
|
|
|
5,440
|
|
|
20,543
|
|
|
14,926
|
|
||||
Landing and ramp
|
4,682
|
|
|
3,220
|
|
|
14,338
|
|
|
9,523
|
|
||||
Rent
|
3,052
|
|
|
3,309
|
|
|
10,091
|
|
|
8,515
|
|
||||
Insurance
|
1,234
|
|
|
1,099
|
|
|
3,451
|
|
|
3,335
|
|
||||
Other operating expenses
|
7,962
|
|
|
4,960
|
|
|
24,588
|
|
|
18,409
|
|
||||
|
235,178
|
|
|
178,805
|
|
|
685,605
|
|
|
501,587
|
|
||||
OPERATING INCOME
|
18,923
|
|
|
14,456
|
|
|
59,624
|
|
|
45,608
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
37
|
|
|
37
|
|
|
85
|
|
|
98
|
|
||||
Net loss on financial instruments
|
(34,433
|
)
|
|
(8,473
|
)
|
|
(100,213
|
)
|
|
(3,443
|
)
|
||||
Charges from non-consolidated affiliate
|
(945
|
)
|
|
—
|
|
|
(945
|
)
|
|
—
|
|
||||
Interest expense
|
(4,351
|
)
|
|
(2,897
|
)
|
|
(11,658
|
)
|
|
(8,229
|
)
|
||||
|
(39,692
|
)
|
|
(11,333
|
)
|
|
(112,731
|
)
|
|
(11,574
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(20,769
|
)
|
|
3,123
|
|
|
(53,107
|
)
|
|
34,034
|
|
||||
INCOME TAX EXPENSE
|
(7,460
|
)
|
|
(1,007
|
)
|
|
(19,244
|
)
|
|
(12,219
|
)
|
||||
EARNINGS (LOSS) FROM CONTINUING OPERATIONS
|
(28,229
|
)
|
|
2,116
|
|
|
(72,351
|
)
|
|
21,815
|
|
||||
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES
|
(4,655
|
)
|
|
47
|
|
|
(4,271
|
)
|
|
141
|
|
||||
NET EARNINGS (LOSS)
|
$
|
(32,884
|
)
|
|
$
|
2,163
|
|
|
$
|
(76,622
|
)
|
|
$
|
21,956
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.48
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.23
|
)
|
|
$
|
0.35
|
|
Discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
—
|
|
||||
TOTAL BASIC EARNINGS (LOSS) PER SHARE
|
$
|
(0.56
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.30
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.48
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.23
|
)
|
|
$
|
0.34
|
|
Discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
—
|
|
||||
TOTAL DILUTED EARNINGS (LOSS) PER SHARE
|
$
|
(0.56
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.30
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
WEIGHTED AVERAGE SHARES
|
|
|
|
|
|
|
|
||||||||
Basic
|
58,733
|
|
|
59,379
|
|
|
58,965
|
|
|
62,084
|
|
||||
Diluted
|
58,733
|
|
|
60,283
|
|
|
58,965
|
|
|
64,024
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
NET EARNINGS (LOSS)
|
$
|
(32,884
|
)
|
|
$
|
2,163
|
|
|
$
|
(76,622
|
)
|
|
$
|
21,956
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension
|
5,763
|
|
|
2,146
|
|
|
8,232
|
|
|
6,438
|
|
||||
Defined benefit post-retirement
|
37
|
|
|
9
|
|
|
111
|
|
|
27
|
|
||||
Foreign currency translation
|
(15
|
)
|
|
(256
|
)
|
|
121
|
|
|
54
|
|
||||
|
|
|
|
|
|
|
|
||||||||
TOTAL COMPREHENSIVE INCOME (LOSS), NET OF TAXES
|
$
|
(27,099
|
)
|
|
$
|
4,062
|
|
|
$
|
(68,158
|
)
|
|
$
|
28,475
|
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
53,891
|
|
|
$
|
16,358
|
|
Accounts receivable, net of allowance of $1,352 in 2017 and $1,264 in 2016
|
65,563
|
|
|
77,247
|
|
||
Inventory
|
17,282
|
|
|
19,925
|
|
||
Prepaid supplies and other
|
23,699
|
|
|
19,123
|
|
||
TOTAL CURRENT ASSETS
|
160,435
|
|
|
132,653
|
|
||
Property and equipment, net
|
1,111,201
|
|
|
1,000,992
|
|
||
Lease incentive
|
84,910
|
|
|
54,730
|
|
||
Goodwill and acquired intangibles
|
45,317
|
|
|
45,586
|
|
||
Convertible note hedges
|
60,605
|
|
|
—
|
|
||
Other assets
|
24,435
|
|
|
25,369
|
|
||
TOTAL ASSETS
|
$
|
1,486,903
|
|
|
$
|
1,259,330
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
75,820
|
|
|
$
|
60,704
|
|
Accrued salaries, wages and benefits
|
30,260
|
|
|
37,044
|
|
||
Accrued expenses
|
10,745
|
|
|
10,324
|
|
||
Current portion of debt obligations
|
19,247
|
|
|
29,306
|
|
||
Unearned revenue
|
29,186
|
|
|
18,407
|
|
||
TOTAL CURRENT LIABILITIES
|
165,258
|
|
|
155,785
|
|
||
Long term debt
|
473,924
|
|
|
429,415
|
|
||
Note conversion obligations
|
61,230
|
|
|
—
|
|
||
Stock warrant obligations
|
229,965
|
|
|
89,441
|
|
||
Post-retirement obligations
|
72,876
|
|
|
77,713
|
|
||
Other liabilities
|
48,039
|
|
|
52,542
|
|
||
Deferred income taxes
|
143,337
|
|
|
122,532
|
|
||
TOTAL LIABILITIES
|
1,194,629
|
|
|
927,428
|
|
||
Commitments and contingencies (Note H)
|
|
|
|
||||
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; 59,123,112 and 59,461,291 shares issued and outstanding in 2017 and 2016, respectively
|
591
|
|
|
595
|
|
||
Additional paid-in capital
|
471,950
|
|
|
443,416
|
|
||
Accumulated deficit
|
(108,865
|
)
|
|
(32,243
|
)
|
||
Accumulated other comprehensive loss
|
(71,402
|
)
|
|
(79,866
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
292,274
|
|
|
331,902
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
1,486,903
|
|
|
$
|
1,259,330
|
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings (loss) from continuing operations
|
$
|
(72,351
|
)
|
|
$
|
21,815
|
|
Net earnings (loss) from discontinued operations
|
(4,271
|
)
|
|
141
|
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
121,589
|
|
|
101,971
|
|
||
Pension and post-retirement
|
18,916
|
|
|
10,146
|
|
||
Deferred income taxes
|
15,986
|
|
|
12,057
|
|
||
Amortization of stock-based compensation
|
2,648
|
|
|
2,248
|
|
||
Net loss on financial instruments
|
100,213
|
|
|
3,443
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
11,770
|
|
|
2,750
|
|
||
Inventory and prepaid supplies
|
(2,661
|
)
|
|
(4,203
|
)
|
||
Accounts payable
|
11,698
|
|
|
726
|
|
||
Unearned revenue
|
6,995
|
|
|
(2,883
|
)
|
||
Accrued expenses, salaries, wages, benefits and other liabilities
|
(7,357
|
)
|
|
4,267
|
|
||
Pension and post-retirement assets
|
(10,658
|
)
|
|
(10,551
|
)
|
||
Other
|
(1,244
|
)
|
|
1,670
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
191,273
|
|
|
143,597
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(218,759
|
)
|
|
(182,106
|
)
|
||
Proceeds from property and equipment
|
9
|
|
|
7
|
|
||
Acquisitions and investments in businesses
|
(6,900
|
)
|
|
—
|
|
||
Redemption of long term deposits
|
9,975
|
|
|
—
|
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(215,675
|
)
|
|
(182,099
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Principal payments on long term obligations
|
(250,131
|
)
|
|
(23,623
|
)
|
||
Proceeds from borrowings
|
90,000
|
|
|
155,000
|
|
||
Proceeds from convertible notes
|
258,750
|
|
|
—
|
|
||
Payments for financing costs
|
(6,469
|
)
|
|
—
|
|
||
Purchase convertible note hedges
|
(56,097
|
)
|
|
—
|
|
||
Proceeds from issuance of warrants
|
38,502
|
|
|
—
|
|
||
Purchase of common stock
|
(11,184
|
)
|
|
(62,155
|
)
|
||
Withholding taxes paid for conversion of employee stock awards
|
(1,436
|
)
|
|
(1,231
|
)
|
||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
61,935
|
|
|
67,991
|
|
||
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
37,533
|
|
|
29,489
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
16,358
|
|
|
17,697
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
53,891
|
|
|
$
|
47,186
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
11,229
|
|
|
$
|
7,793
|
|
Federal alternative minimum and state income taxes paid
|
$
|
1,285
|
|
|
$
|
761
|
|
SUPPLEMENTAL NON-CASH INFORMATION:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
12,561
|
|
|
$
|
19,721
|
|
|
|
CAM
|
|
All Other
|
|
Total
|
||||||
Carrying value as of December 31, 2016
|
|
$
|
34,395
|
|
|
$
|
2,738
|
|
|
$
|
37,133
|
|
Purchase price adjustment
|
|
—
|
|
|
146
|
|
|
146
|
|
|||
Carrying value as of September 30, 2017
|
|
$
|
34,395
|
|
|
$
|
2,884
|
|
|
$
|
37,279
|
|
|
|
Airline
|
|
Amortizing
|
|
|
||||||
|
|
Certificates
|
|
Intangibles
|
|
Total
|
||||||
Carrying value as of December 31, 2016
|
|
$
|
3,000
|
|
|
$
|
5,453
|
|
|
$
|
8,453
|
|
Amortization
|
|
—
|
|
|
(415
|
)
|
|
(415
|
)
|
|||
Carrying value as of September 30, 2017
|
|
$
|
3,000
|
|
|
$
|
5,038
|
|
|
$
|
8,038
|
|
|
|
Lease
|
||
|
|
Incentive
|
||
Carrying value as of December 31, 2016
|
|
$
|
54,730
|
|
Value of warrants granted
|
|
39,940
|
|
|
Amortization
|
|
(9,760
|
)
|
|
Carrying value as of September 30, 2017
|
|
$
|
84,910
|
|
As of September 30, 2017
|
Fair Value Measurement Using
|
|
Total
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents—money market
|
$
|
—
|
|
|
$
|
50,800
|
|
|
$
|
—
|
|
|
$
|
50,800
|
|
Interest rate swaps
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
||||
Convertible note hedges
|
—
|
|
|
60,605
|
|
|
—
|
|
|
60,605
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
111,951
|
|
|
$
|
—
|
|
|
$
|
111,951
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
(351
|
)
|
|
$
|
—
|
|
|
$
|
(351
|
)
|
Note conversion obligations
|
—
|
|
|
(61,230
|
)
|
|
—
|
|
|
(61,230
|
)
|
||||
Stock warrant obligations
|
—
|
|
|
(229,965
|
)
|
|
—
|
|
|
(229,965
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(291,546
|
)
|
|
$
|
—
|
|
|
$
|
(291,546
|
)
|
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
|
)
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Flight equipment
|
$
|
1,689,027
|
|
|
$
|
1,541,872
|
|
Ground equipment
|
51,209
|
|
|
49,229
|
|
||
Leasehold improvements, facilities and office equipment
|
27,385
|
|
|
27,364
|
|
||
Aircraft modifications and projects in progress
|
157,251
|
|
|
113,518
|
|
||
|
1,924,872
|
|
|
1,731,983
|
|
||
Accumulated depreciation
|
(813,671
|
)
|
|
(730,991
|
)
|
||
Property and equipment, net
|
$
|
1,111,201
|
|
|
$
|
1,000,992
|
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Unsubordinated term loan
|
$
|
74,311
|
|
|
$
|
85,636
|
|
Revolving credit facility
|
220,000
|
|
|
355,000
|
|
||
Aircraft loans
|
4,374
|
|
|
18,085
|
|
||
Convertible debt
|
194,486
|
|
|
—
|
|
||
Total long term obligations
|
493,171
|
|
|
458,721
|
|
||
Less: current portion
|
(19,247
|
)
|
|
(29,306
|
)
|
||
Total long term obligations, net
|
$
|
473,924
|
|
|
$
|
429,415
|
|
|
|
September 30,
|
|
|
|
2017
|
|
Principal value, Convertible Senior Notes, due 2024
|
|
258,750
|
|
Unamortized issuance costs
|
|
(6,938
|
)
|
Unamortized discount
|
|
(57,326
|
)
|
Convertible debt
|
|
194,486
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|||||||||
Expiration Date
|
Stated
Interest
Rate
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|
Notional
Amount
|
|
Market
Value
(Liability)
|
|||||
June 30, 2017
|
1.183
|
%
|
|
—
|
|
|
—
|
|
|
43,125
|
|
|
(77
|
)
|
May 5, 2021
|
1.090
|
%
|
|
37,500
|
|
|
544
|
|
|
43,125
|
|
|
547
|
|
May 30, 2021
|
1.703
|
%
|
|
37,500
|
|
|
2
|
|
|
—
|
|
|
—
|
|
March 31, 2022
|
1.900
|
%
|
|
50,000
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
March 31, 2022
|
1.950
|
%
|
|
75,000
|
|
|
(225
|
)
|
|
—
|
|
|
—
|
|
Airline
|
Labor Agreement Unit
|
Percentage of
the Company’s
Employees
|
ABX
|
International Brotherhood of Teamsters
|
8.9%
|
ATI
|
Air Line Pilots Association
|
7.7%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||
|
Pension Plans
|
|
Post-Retirement Healthcare Plan
|
|
Pension Plans
|
|
Post-Retirement Healthcare Plan
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
93
|
|
Interest cost
|
8,396
|
|
|
8,968
|
|
|
36
|
|
|
42
|
|
|
25,946
|
|
|
26,904
|
|
|
108
|
|
|
126
|
|
||||||||
Expected return on plan assets
|
(10,520
|
)
|
|
(10,264
|
)
|
|
—
|
|
|
—
|
|
|
(32,379
|
)
|
|
(30,792
|
)
|
|
—
|
|
|
—
|
|
||||||||
Settlement charge
|
12,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(78
|
)
|
||||||||
Amortization of net loss
|
1,944
|
|
|
3,368
|
|
|
71
|
|
|
40
|
|
|
5,819
|
|
|
10,104
|
|
|
213
|
|
|
120
|
|
||||||||
Net periodic benefit cost
|
$
|
12,743
|
|
|
$
|
2,072
|
|
|
$
|
133
|
|
|
$
|
87
|
|
|
$
|
12,309
|
|
|
$
|
6,216
|
|
|
$
|
399
|
|
|
$
|
261
|
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Foreign Currency Translation
|
|
Total
|
||||
Balance as of June 30, 2016
|
|
(93,010
|
)
|
|
(297
|
)
|
|
(1,085
|
)
|
|
(94,392
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(397
|
)
|
|
(397
|
)
|
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
|
)
|
|
141
|
|
|
(1,086
|
)
|
Other comprehensive income, net of tax
|
|
2,146
|
|
|
9
|
|
|
(256
|
)
|
|
1,899
|
|
Balance as of September 30, 2016
|
|
(90,864
|
)
|
|
(288
|
)
|
|
(1,341
|
)
|
|
(92,493
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2015
|
|
(97,302
|
)
|
|
(315
|
)
|
|
(1,395
|
)
|
|
(99,012
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
75
|
|
|
75
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
10,104
|
|
|
120
|
|
|
—
|
|
|
10,224
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
Income tax expense
|
|
(3,666
|
)
|
|
(15
|
)
|
|
(21
|
)
|
|
(3,702
|
)
|
Other comprehensive income, net of tax
|
|
6,438
|
|
|
27
|
|
|
54
|
|
|
6,519
|
|
Balance as of September 30, 2016
|
|
(90,864
|
)
|
|
(288
|
)
|
|
(1,341
|
)
|
|
(92,493
|
)
|
|
|
Defined Benefit Pension
|
|
Defined Benefit Post-Retirement
|
|
Foreign Currency Translation
|
|
Total
|
||||
Balance as of June 30, 2017
|
|
(74,619
|
)
|
|
(1,227
|
)
|
|
(1,341
|
)
|
|
(77,187
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Actuarial loss for retiree liabilities
|
|
(5,821
|
)
|
|
—
|
|
|
—
|
|
|
(5,821
|
)
|
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Pension settlement (reclassified to salaries, wages and benefits)
|
|
12,923
|
|
|
—
|
|
|
—
|
|
|
12,923
|
|
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
1,944
|
|
|
71
|
|
|
—
|
|
|
2,015
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
Income tax expense
|
|
(3,283
|
)
|
|
(21
|
)
|
|
9
|
|
|
(3,295
|
)
|
Other comprehensive income, net of tax
|
|
5,763
|
|
|
37
|
|
|
(15
|
)
|
|
5,785
|
|
Balance as of September 30, 2017
|
|
(68,856
|
)
|
|
(1,190
|
)
|
|
(1,356
|
)
|
|
(71,402
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2016
|
|
(77,088
|
)
|
|
(1,301
|
)
|
|
(1,477
|
)
|
|
(79,866
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||
Actuarial loss for retiree liabilities
|
|
(5,821
|
)
|
|
—
|
|
|
—
|
|
|
(5,821
|
)
|
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
186
|
|
|
186
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||
Pension settlement (reclassified to salaries, wages and benefits)
|
|
12,923
|
|
|
—
|
|
|
—
|
|
|
12,923
|
|
Actuarial costs (reclassified to salaries, wages and benefits)
|
|
5,819
|
|
|
213
|
|
|
—
|
|
|
6,032
|
|
Negative prior service cost (reclassified to salaries, wages and benefits)
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
Income tax expense
|
|
(4,689
|
)
|
|
(63
|
)
|
|
(65
|
)
|
|
(4,817
|
)
|
Other comprehensive income, net of tax
|
|
8,232
|
|
|
111
|
|
|
121
|
|
|
8,464
|
|
Balance as of September 30, 2017
|
|
(68,856
|
)
|
|
(1,190
|
)
|
|
(1,356
|
)
|
|
(71,402
|
)
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2017
|
|
September 30, 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
|
|
|
(9,200
|
)
|
|
10.23
|
|
||
Outstanding at end of period
|
1,107,499
|
|
|
$
|
11.66
|
|
|
1,282,019
|
|
|
$
|
9.36
|
|
Vested
|
324,599
|
|
|
$
|
6.39
|
|
|
338,919
|
|
|
$
|
6.12
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations - diluted
|
$
|
(28,229
|
)
|
|
$
|
2,116
|
|
|
$
|
(72,351
|
)
|
|
$
|
21,815
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
58,733
|
|
|
59,379
|
|
|
58,965
|
|
|
62,084
|
|
||||
Common equivalent shares:
|
|
|
|
|
|
|
|
||||||||
Effect of stock-based compensation awards
|
—
|
|
|
904
|
|
|
—
|
|
|
1,940
|
|
||||
Weighted-average shares outstanding assuming dilution
|
58,733
|
|
|
60,283
|
|
|
58,965
|
|
|
64,024
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share from continuing operations
|
$
|
(0.48
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.23
|
)
|
|
$
|
0.35
|
|
Diluted earnings (loss) per share from continuing operations
|
$
|
(0.48
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.23
|
)
|
|
$
|
0.34
|
|
|
Three Months Ending September 30,
|
|
Nine Months Ending September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
58,465
|
|
|
$
|
46,346
|
|
|
$
|
155,973
|
|
|
$
|
145,511
|
|
ACMI Services
|
146,943
|
|
|
128,702
|
|
|
436,391
|
|
|
357,803
|
|
||||
All other
|
94,470
|
|
|
65,328
|
|
|
300,184
|
|
|
177,592
|
|
||||
Eliminate inter-segment revenues
|
(45,777
|
)
|
|
(47,115
|
)
|
|
(147,319
|
)
|
|
(133,711
|
)
|
||||
Total
|
$
|
254,101
|
|
|
$
|
193,261
|
|
|
$
|
745,229
|
|
|
$
|
547,195
|
|
Customer revenues:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
40,940
|
|
|
$
|
27,920
|
|
|
$
|
104,102
|
|
|
$
|
86,068
|
|
ACMI Services
|
146,938
|
|
|
128,702
|
|
|
436,386
|
|
|
357,803
|
|
||||
All other
|
66,223
|
|
|
36,639
|
|
|
204,741
|
|
|
103,324
|
|
||||
Total
|
$
|
254,101
|
|
|
$
|
193,261
|
|
|
$
|
745,229
|
|
|
$
|
547,195
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
26,829
|
|
|
$
|
22,958
|
|
|
$
|
31,368
|
|
|
$
|
68,295
|
|
ACMI Services
|
9,805
|
|
|
10,528
|
|
|
77,383
|
|
|
30,300
|
|
||||
All other
|
971
|
|
|
453
|
|
|
3,077
|
|
|
1,010
|
|
||||
Total
|
$
|
37,605
|
|
|
$
|
33,939
|
|
|
$
|
111,828
|
|
|
$
|
99,605
|
|
Segment earnings (loss):
|
|
|
|
|
|
|
|
||||||||
CAM
|
$
|
19,445
|
|
|
$
|
16,110
|
|
|
$
|
45,570
|
|
|
$
|
51,849
|
|
ACMI Services
|
(5,223
|
)
|
|
(9,686
|
)
|
|
(8,841
|
)
|
|
(27,172
|
)
|
||||
All other
|
655
|
|
|
5,089
|
|
|
11,977
|
|
|
13,087
|
|
||||
Net unallocated interest expense
|
(268
|
)
|
|
83
|
|
|
(655
|
)
|
|
(287
|
)
|
||||
Net loss on financial instruments
|
(34,433
|
)
|
|
(8,473
|
)
|
|
(100,213
|
)
|
|
(3,443
|
)
|
||||
Charges for non-consolidating affiliates
|
(945
|
)
|
|
—
|
|
|
(945
|
)
|
|
—
|
|
||||
Pre-tax earnings (loss) from continuing operations
|
$
|
(20,769
|
)
|
|
$
|
3,123
|
|
|
$
|
(53,107
|
)
|
|
$
|
34,034
|
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
||||
CAM
|
$
|
1,140,559
|
|
|
$
|
971,986
|
|
ACMI Services
|
175,963
|
|
|
164,489
|
|
||
All other
|
170,381
|
|
|
122,855
|
|
||
Total
|
$
|
1,486,903
|
|
|
$
|
1,259,330
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Mail and package handling services
|
|
$
|
48,283
|
|
|
$
|
23,502
|
|
|
$
|
123,564
|
|
|
$
|
62,553
|
|
Aircraft maintenance, modifications and part sales
|
|
13,915
|
|
|
8,958
|
|
|
70,492
|
|
|
30,217
|
|
||||
Facility and ground equipment services
|
|
3,625
|
|
|
3,780
|
|
|
9,528
|
|
|
9,281
|
|
||||
Other
|
|
400
|
|
|
399
|
|
|
1,157
|
|
|
1,273
|
|
||||
Total customer revenues
|
|
$
|
66,223
|
|
|
$
|
36,639
|
|
|
$
|
204,741
|
|
|
$
|
103,324
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||
|
ACMI
Services
|
CAM
|
Total
|
|
ACMI
Services |
CAM
|
Total
|
||||||
In-service aircraft
|
|
|
|
|
|
|
|
||||||
Aircraft owned
|
|
|
|
|
|
|
|
||||||
Boeing 767-200
|
7
|
|
29
|
|
36
|
|
|
6
|
|
29
|
|
35
|
|
Boeing 767-300
|
4
|
|
18
|
|
22
|
|
|
4
|
|
12
|
|
16
|
|
Boeing 757-200
|
4
|
|
—
|
|
4
|
|
|
4
|
|
—
|
|
4
|
|
Boeing 757-200 Combi
|
4
|
|
—
|
|
4
|
|
|
4
|
|
—
|
|
4
|
|
Total
|
19
|
|
47
|
|
66
|
|
|
18
|
|
41
|
|
59
|
|
Other aircraft
|
|
|
|
|
|
|
|
||||||
Owned Boeing 767-300 under modification
|
—
|
|
6
|
|
6
|
|
|
—
|
|
7
|
|
7
|
|
Owned Boeing 737-400 under modification
|
—
|
|
2
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
Owned Boeing 767 available or staging for lease
|
—
|
|
—
|
|
—
|
|
|
—
|
|
1
|
|
1
|
|
|
Three Months Ending September 30,
|
|
Nine Months Ending September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues from Continuing Operations:
|
|
|
|
|
|
|
|
||||||||
CAM
|
|
|
|
|
|
|
|
||||||||
Aircraft leasing and related revenues
|
$
|
62,351
|
|
|
$
|
47,778
|
|
|
$
|
165,733
|
|
|
$
|
147,877
|
|
Lease incentive amortization
|
(3,886
|
)
|
|
(1,432
|
)
|
|
(9,760
|
)
|
|
(2,366
|
)
|
||||
Total CAM
|
58,465
|
|
|
46,346
|
|
|
155,973
|
|
|
145,511
|
|
||||
ACMI Services
|
|
|
|
|
|
|
|
||||||||
Airline services
|
112,203
|
|
|
105,747
|
|
|
332,120
|
|
|
305,587
|
|
||||
Reimbursable
|
34,740
|
|
|
22,955
|
|
|
104,271
|
|
|
52,216
|
|
||||
Total ACMI Services
|
146,943
|
|
|
128,702
|
|
|
436,391
|
|
|
357,803
|
|
||||
Other Activities
|
94,470
|
|
|
65,328
|
|
|
300,184
|
|
|
177,592
|
|
||||
Total Revenues
|
299,878
|
|
|
240,376
|
|
|
892,548
|
|
|
680,906
|
|
||||
Eliminate internal revenues
|
(45,777
|
)
|
|
(47,115
|
)
|
|
(147,319
|
)
|
|
(133,711
|
)
|
||||
Customer Revenues
|
$
|
254,101
|
|
|
$
|
193,261
|
|
|
$
|
745,229
|
|
|
$
|
547,195
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Pre-Tax Earnings (Loss) from Continuing Operations:
|
|
|
|
|
|
|
|
||||||||
CAM, inclusive of interest expense
|
$
|
19,445
|
|
|
$
|
16,110
|
|
|
$
|
45,570
|
|
|
$
|
51,849
|
|
ACMI Services
|
(5,223
|
)
|
|
(9,686
|
)
|
|
(8,841
|
)
|
|
(27,172
|
)
|
||||
Other Activities
|
655
|
|
|
5,089
|
|
|
11,977
|
|
|
13,087
|
|
||||
Net unallocated interest expense
|
(268
|
)
|
|
83
|
|
|
(655
|
)
|
|
(287
|
)
|
||||
Net financial instrument re-measurement loss
|
(34,433
|
)
|
|
(8,473
|
)
|
|
(100,213
|
)
|
|
(3,443
|
)
|
||||
Charges for non-consolidated affiliate
|
(945
|
)
|
|
—
|
|
|
(945
|
)
|
|
—
|
|
||||
Pre-Tax Earnings (Loss) from Continuing Operations
|
(20,769
|
)
|
|
3,123
|
|
|
(53,107
|
)
|
|
34,034
|
|
||||
Add other non-service components of retiree benefit costs, net
|
5,529
|
|
|
2,203
|
|
|
5,883
|
|
|
6,609
|
|
||||
Add charges for non-consolidated affiliate
|
945
|
|
|
—
|
|
|
945
|
|
|
1,229
|
|
||||
Add lease incentive amortization
|
3,886
|
|
|
1,432
|
|
|
9,760
|
|
|
2,366
|
|
||||
Add net loss on financial instruments
|
34,433
|
|
|
8,473
|
|
|
100,213
|
|
|
3,443
|
|
||||
Adjusted Pre-Tax Earnings from Continuing Operations
|
$
|
24,024
|
|
|
$
|
15,231
|
|
|
$
|
63,694
|
|
|
$
|
47,681
|
|
(a)
|
Severance Pay Plan for Senior Management
|
-
|
|
A continuation of annual base salary for the covered employee’s Severance Period (as defined below);
|
-
|
|
Pro rata annual incentive bonus for the fiscal year in which the covered employee’s employment termination occurs, which bonus will be paid at the same time that bonuses are paid under the applicable plan or policy; and
|
-
|
|
For the shorter of (a) the Severance Period and (b) 18 months following the covered employee’s termination date, a continuation of eligibility to participate in the Company’s medical, dental, vision and prescription drug plans in which the covered employee was participating (including the covered employee’s spouse and eligible dependents); provided that to receive such coverage, the covered employee must pay the amount that the covered employee would have been required to pay if such covered employee were employed by the Company at such time.
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
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, 2017.
|
(2)
|
Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on June 2, 2017.
|
(3)
|
Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on September 25, 2017.
|
(4)
|
Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on September 29, 2017.
|
|
|
|
|
AIR TRANSPORT SERVICES GROUP, INC.,
|
|
|
|
|
a Delaware Corporation
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH C. HETE
|
|
|
|
|
Joseph C. Hete
|
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date:
|
November 9, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ QUINT O. TURNER
|
|
|
|
|
Quint O. Turner
|
|
|
|
|
Chief Financial Officer (Principal Financial Officer
|
Date:
|
November 9, 2017
|
|
|
and Principal Accounting Officer)
|
|
|
|
|
|
Level of
Participation |
|
Severance Period
|
|
Restriction
Period
|
Tier I Participant
|
|
24 months
|
|
24 months
|
Tier II Participant
|
|
18 months
|
|
18 months
|
Tier III Participant
|
|
12 months
|
|
12 months
|
Tier IV Participant
|
|
6 months
|
|
6 months
|
Population
|
Number of Records
|
Monthly Benefit Amount
|
Retired
|
1,178
|
$637,168.78
|
1.
|
The Insurer and the Plan Sponsor as Contract Holder and its service providers shall cooperate in good faith to agree on the final terms of the GAC. The GAC shall reflect the terms in the Specifications and Proposal, provided that in the event the Specifications and Proposal are in conflict the terms of the Proposal will control. Where legally required, the Insurer shall submit the GAC and Participant Certificates issued thereunder (“Certificates”) for approval by the applicable state insurance regulatory authorities. In the case of the GAC, such submissions shall be made no later than fourteen (14) days after both the Insurer and the Plan Sponsor have agreed to the final terms of the GAC. In the case of the Certificates, such submission shall be made no later than fourteen (14) days after both the Insurer and the Plan Sponsor have agreed to the final terms of the Certificates.
|
2.
|
The Insurer and the Plan Sponsor as Contract Holder shall execute the GAC within ten (10) business days after the later of (i) any required approval by the applicable state insurance regulatory authority and (ii) the payment to, or the refund from, the GAC for the final price adjustment. The Insurer shall deliver to the Participants, an individual, customized Certificate no later than the later of (i) sixty (60) days following the GAC execution date and (ii) sixty (60) days after all required regulatory approvals of the Certificates have been obtained.
|
3.
|
In the event that a Participant, with respect to whom a benefit is provided under the GAC, dies prior to November 1, 2017 (“Liability Assumption Date”), Insurer agrees to refund the premium associated with that Participant less any applicable deaths benefits payable in relation to a beneficiary.
|
4.
|
As described in the Proposal, the GAC will provide a premium adjustment corridor equal to 3.0% of the Premium. Net pricing adjustments and benefits added after the Placement Date, to the extent they are reported no later than January 31, 2018, will be priced utilizing the same pricing assumptions in effect on the Placement Date.
|
5.
|
The Insurer confirms that there are no fees, commissions or payments are or will be owed by the Plan Sponsor to any individual or entity in connection with the transactions contemplated by this Agreement.
|
6.
|
The Insurer represents and warrants that:
|
a.
|
It is a life insurance company duly organized, validly existing and is licensed under the laws of the state of New York, is licensed to do business in the state of Ohio and has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Insurer hereunder.
|
b.
|
Following the payment of the Premium, the Insurer, and not the Plan or the Plan Sponsor (or any of their respective affiliates or representatives), shall be responsible for the annuity payments to be paid under the GAC for which such Premium is paid.
|
7.
|
Plan Sponsor, on its behalf and on behalf of the Plan represents and warrants that:
|
a.
|
It has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Plan Sponsor and the Plan hereunder;
|
b.
|
The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and
|
c.
|
It and the appropriate Plan fiduciary(ies) received the Proposal (including attachments thereto), reviewed it (or had it reviewed) with their actuarial, financial and legal advisors and made the determination to purchase the GAC after consideration of the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.
|
Sincerely,
ACCEPTED AND AGREED TO:
|
ACCEPTED AND AGREED TO:
|
Mutual of America Life Insurance Company
|
ABX Air, Inc.
|
By:
/s/ Mark Koehne
|
By:
/s/ Quint Turner
|
Name:
Mark Koehne
|
Name:
Quint Turner
|
Title:
Sr. Vice President & Actuary
|
Title:
CFO
|
Phone:
(212) 224-1482
|
Phone:
937-366-2303
|
Email:mark.kochne@mutualofamerica.com
|
Email: quint.turner@atsginc.com
|
Address: 320 Park Ave., NY, NY 10022
|
Address: 145 Hunter Drive Wilmington, OH 45177
|
|
|
|
|
|
|
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:
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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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