Atlas Air Worldwide (AAWW) 10-Q 1 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 25, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Mar. 31, 2019
Amendment flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Current fiscal year end date	--12-31
Entity central index key	0001135185
Entity filer category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity registrant name	ATLAS AIR WORLDWIDE HOLDINGS INC
Entity trading symbol	AAWW
Entity common stock shares outstanding		25,851,710

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 154,466	$ 221,501
Short-term investments	11,425	15,624
Restricted cash	10,038	11,240
Accounts receivable, net of allowance of $1,654 and $1,563, respectively	255,100	269,320
Prepaid expenses and other current assets	121,503	112,146
Total current assets	552,532	629,831
Property and Equipment
Flight equipment	5,200,911	5,213,734
Ground equipment	78,644	75,939
Less: accumulated depreciation	(903,564)	(860,354)
Flight equipment modifications in progress	64,695	32,916
Property and equipment, net	4,440,686	4,462,235
Other Assets
Operating lease right-of-use assets	568,393	0
Deferred costs and other assets	369,126	345,037
Intangible assets, net and goodwill	84,731	97,689
Total Assets	6,015,468	5,534,792
Current Liabilities
Accounts payable	69,383	87,229
Accrued liabilities	457,472	465,669
Current portion of long-term debt and finance lease	266,230	264,835
Current portion of long-term operating leases	143,601	0
Total current liabilities	936,686	817,733
Other Liabilities
Long-term debt and finance lease	2,139,267	2,205,005
Long-term operating leases	478,231	0
Deferred taxes	261,042	256,970
Financial instruments and other liabilities	165,293	187,120
Total other liabilities	3,043,833	2,649,095
Commitments and contingencies	0	0
Stockholders’ Equity
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued	0	0
Common stock, $0.01 par value; 100,000,000 shares authorized; 31,022,115 and 30,582,571 shares issued, 25,850,498 and 25,590,293 shares outstanding (net of treasury stock), as of March 31, 2019 and December 31, 2018, respectively	310	306
Additional paid-in-capital	741,652	736,035
Treasury stock, at cost; 5,171,617 and 4,992,278 shares, respectively	(213,690)	(204,501)
Accumulated other comprehensive loss	(3,569)	(3,832)
Retained earnings	1,510,246	1,539,956
Total stockholders’ equity	2,034,949	2,067,964
Total Liabilities and Equity	$ 6,015,468	$ 5,534,792

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 1,654	$ 1,563
Preferred stock par value	$ 1	$ 1
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	31,022,115	30,582,571
Common stock shares outstanding	25,850,498	25,590,293
Treasury stock shares	5,171,617	4,992,278

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Revenue	$ 679,683	$ 590,014
Operating Expenses
Salaries, wages and benefits	145,474	125,082
Aircraft fuel	106,321	96,303
Travel	45,029	39,847
Aircraft rent	41,888	39,524
Navigation fees, landing fees and other rent	40,216	35,597
Passenger and ground handling services	32,160	28,062
Transaction-related expenses	2,527	270
Other	51,093	50,251
Total Operating Expenses	632,809	549,445
Operating Income	46,874	40,569
Non-operating Expenses (Income)
Interest income	(2,044)	(1,724)
Interest expense	30,353	27,342
Capitalized interest	(463)	(1,750)
Loss on early extinguishment of debt	245	0
Unrealized loss on financial instruments	46,575	7,740
Other income, net	(2,975)	(4,475)
Total Non-operating Expenses (Income)	71,691	27,133
Income (loss) from continuing operations before income taxes	(24,817)	13,436
Income tax expense	4,893	3,808
Income (loss) from continuing operations, net of taxes	(29,710)	9,628
Loss from discontinued operations, net of taxes	0	(16)
Net Income (Loss)	$ (29,710)	$ 9,612
Earnings (loss) per share from continuing operations:
Basic	$ (1.15)	$ 0.38
Diluted	(1.15)	0.37
Loss per share from discontinued operations:
Basic	0	0
Diluted	0	0
Earnings (loss) per share:
Basic	(1.15)	0.38
Diluted	$ (1.15)	$ 0.37
Weighted average shares:
Basic	25,735	25,436
Diluted	25,735	25,956
Service [Member]
Operating Expenses
Maintenance, materials and repairs	$ 103,620	$ 84,879
Depreciation and amortization	$ 64,481	$ 49,630

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]
Net Income (Loss)	$ (29,710)	$ 9,612
Other comprehensive income:
Reclassification to interest expense	344	385
Income tax expense	(81)	(57)
Other comprehensive income	263	328
Comprehensive Income (Loss)	$ (29,447)	$ 9,940

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities:
Income (loss) from continuing operations, net of taxes	$ (29,710)	$ 9,628
Less: Loss from discontinued operations, net of taxes	0	(16)
Net Income (Loss)	(29,710)	9,612
Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities:
Depreciation and amortization	78,988	59,796
Accretion of debt securities discount	(127)	(270)
Provision for allowance for doubtful accounts	34	3,064
Loss on early extinguishment of debt	245	0
Unrealized loss on financial instruments	46,575	7,740
Deferred taxes	4,751	3,716
Stock-based compensation	5,621	5,846
Changes in:
Accounts receivable	9,686	(3,414)
Prepaid expenses, current assets and other assets	(42,309)	(986)
Accounts payable and accrued liabilities	(19,985)	(15,979)
Net cash provided by operating activities	53,769	69,125
Investing Activities:
Capital expenditures	(30,584)	(26,091)
Payments for flight equipment and modifications	(57,332)	(236,536)
Proceeds from insurance	38,133	0
Proceeds from investments	4,961	1,438
Net cash used for investing activities	(44,822)	(261,189)
Financing Activities:
Proceeds from debt issuance	19,723	19,357
Payment of debt issuance costs	(955)	(810)
Payments of debt and finance lease obligations	(90,907)	(56,819)
Proceeds from revolving credit facility	0	75,000
Customer maintenance reserves and deposits received	4,144	4,094
Purchase of treasury stock	(9,189)	(10,218)
Net cash provided by (used for) financing activities	(77,184)	30,604
Net increase (decrease) in cash, cash equivalents and restricted cash	(68,237)	(161,460)
Cash, cash equivalents and restricted cash at the beginning of period	232,741	291,864
Cash, cash equivalents and restricted cash at the end of period	164,504	130,404
Noncash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	$ 7,752	$ 61,846

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2017	$ 1,789,856	$ 301	$ (193,732)	$ 715,735	$ (3,993)	$ 1,271,545
Net Income (Loss)	9,612	0	0	0	0	9,612
Other comprehensive income	328	0	0	0	328	0
Cumulative effect of change in accounting principle	(3,125)	0	0	0	0	(3,125)
Stock-based compensation	5,846	0	0	5,846	0	0
Purchase of shares of treasury stock	(10,218)	0	(10,218)	0	0	0
Issuance of shares of restricted stock	0	4	0	(4)	0	0
Reclassification of tax effect on other comprehensive loss	0	0	0	0	(970)	970
Ending Balance at Mar. 31, 2018	1,792,299	305	(203,950)	721,577	(4,635)	1,279,002
Beginning Balance at Dec. 31, 2018	2,067,964	306	(204,501)	736,035	(3,832)	1,539,956
Net Income (Loss)	(29,710)	0	0	0	0	(29,710)
Other comprehensive income	263	0	0	0	263	0
Stock-based compensation	5,621	0	0	5,621	0	0
Purchase of shares of treasury stock	(9,189)	0	(9,189)	0	0	0
Issuance of shares of restricted stock	0	4	0	(4)	0	0
Ending Balance at Mar. 31, 2019	$ 2,034,949	$ 310	$ (213,690)	$ 741,652	$ (3,569)	$ 1,510,246

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity (Parentheticals) (Unaudited) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement Of Stockholders Equity [Abstract]
Purchase of shares of treasury stock	179,339	171,502
Issuance of shares of restricted stock	439,544	439,726

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2019
Basis Of Presentation [Abstract]
Basis of Presentation	1. Basis of Presentation Our consolidated financial statements include the accounts of the holding company, Atlas Air Worldwide Holdings, Inc. (“AAWW”), and its consolidated subsidiaries. AAWW is the parent company of Atlas Air, Inc. (“Atlas”) and Southern Air Holdings, Inc. (“Southern Air”). AAWW is also the parent company of several subsidiaries related to our dry leasing services (collectively referred to as “Titan”). AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). We record our share of Polar’s results under the equity method of accounting. The terms “we,” “us,” “our,” and the “Company” mean AAWW and all entities included in its consolidated financial statements. We provide outsourced aircraft and aviation operating services throughout the world, serving Africa, Asia, Australia, Europe, the Middle East, North America and South America through: (i) contractual service arrangements, including those through which we provide aircraft to customers and value-added services, including crew, maintenance and insurance (“ACMI”), as well as those through which we provide crew, maintenance and insurance, but not the aircraft (“CMI”); (ii) cargo and passenger charter services (“Charter”); and (iii) dry leasing aircraft and engines (“Dry Leasing” or “Dry Lease”). The accompanying unaudited consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the AAWW Annual Report on Form 10-K for the year ended December 31, 2018, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2018 balance sheet data was derived from that Annual Report. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2019, the results of operations for the three months ended March 31, 2019 and 2018, comprehensive income (loss) for the three months ended March 31, 2019 and 2018, cash flows for the three months ended March 31, 2019 and 2018, and shareholders’ equity as of and for the three months ended March 31, 2019 and 2018. Our quarterly results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year. Except for per share data, all dollar amounts are in thousands unless otherwise noted.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Warrant Liability Common stock warrants classified as a liability are marked-to-market at the end of each reporting period with changes in fair value recorded in Unrealized (gain) loss on financial instruments. We utilize a Monte Carlo simulation approach to estimate the fair value of the warrant liability, which requires inputs such as our common stock price, the warrant strike price, estimated common stock price volatility and risk-free interest rate, among others. Our earnings are affected by changes in our common stock price due to the impact those changes have on the fair value of our warrant liability (see Note 4 to our Financial Statements). Heavy Maintenance Except for engines used on our 747-8F aircraft, we account for heavy maintenance costs for airframes and engines used in our ACMI and Charter segments using the direct expense method. Under this method, heavy maintenance costs are charged to expense upon induction, based on our best estimate of the costs. We account for heavy maintenance costs for airframes and engines used in our Dry Leasing segment and engines used on our 747-8F aircraft using the deferral method. Under this method, we defer the expense recognition of scheduled heavy maintenance events, which are amortized over the estimated period until the next scheduled heavy maintenance event is required. Amortization of deferred maintenance expense included in Depreciation and amortization was $4.4 million and $2.4 million for the three months ended March 31, 2019 and 2018, respectively. Deferred maintenance included within Deferred costs and other assets is as follows: Deferred Maintenance Balance as of December 31, 2018 $ 103,647 Deferred maintenance costs 36,622 Amortization of deferred maintenance (4,442 ) Balance as of March 31, 2019 $ 135,827 Recent Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (“FASB”) amended its accounting guidance for leases. Subsequently, the FASB issued several clarifications and updates. The guidance requires a lessee to recognize assets and liabilities on the balance sheet arising from leases with terms greater than 12 months. While lessor accounting guidance is relatively unchanged, certain amendments were made to conform with changes made to lessee accounting and the amended revenue recognition guidance. The new guidance continues to classify leases as either finance or operating, with classification affecting the presentation and pattern of expense and income recognition, in the statement of operations. It also requires additional quantitative and qualitative disclosures about leasing arrangements. We adopted the new guidance on January 1, 2019 using the modified retrospective approach, which was applied beginning on the adoption date. Comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods. The adoption did not have a material effect on our consolidated statements of operations or cash flows. We recognized operating lease right-of-use assets, net of pre-existing deferred rent and operating lease intangibles, and operating lease liabilities on our consolidated balance sheets of approximately $596.9 million and $650.0 million, respectively, on the adoption date (see Note 7 to our Financial Statements).

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Parties	3. Related Parties Polar AAWW has a 51% equity interest and 75% voting interest in Polar. DHL Network Operations (USA), Inc. (“DHL”), a subsidiary of Deutsche Post AG, holds a 49% equity interest and a 25% voting interest in Polar. Polar is a variable interest entity that we do not consolidate because we are not the primary beneficiary as the risks associated with the direct costs of operation are with DHL. Under a 20-year blocked space agreement, which began in 2008, Polar provides air cargo capacity to DHL. Atlas has several agreements with Polar to provide ACMI, CMI, Dry Leasing, administrative, sales and ground support services to one another. We do not have any financial exposure to fund debt obligations or operating losses of Polar, except for any liquidated damages that we could incur under these agreements. The following table summarizes our transactions with Polar: For the Three Months Ended Revenue and Expenses: March 31, 2019 March 31, 2018 Revenue from Polar $ 98,467 $ 102,105 Ground handling and airport fees to Polar 518 636 Accounts receivable/payable as of: March 31, 2019 December 31, 2018 Receivables from Polar $ 14,872 $ 16,349 Payables to Polar 2,834 2,527 Aggregate Carrying Value of Polar Investment as of: March 31, 2019 December 31, 2018 Aggregate Carrying Value of Polar Investment $ 4,870 $ 4,870 In addition to the amounts in the table above, Atlas recognized revenue of $23.0 million and $12.2 million for the three months ended March 31, 2019 and 2018, respectively, from flying on behalf of Polar. GATS We hold a 50% interest in GATS GP (BVI) Ltd. (“GATS”), a joint venture with an unrelated third party. As of March 31, 2019 and December 31, 2018, our investment in GATS was $21.8 million and $22.3 million, respectively. We had Accounts payable to GATS of $0.6 million as of March 31, 2019 and $0.5 million as of December 31, 2018.

Amazon

Amazon	3 Months Ended
	Mar. 31, 2019
Warrants And Rights Note Disclosure [Abstract]
Amazon	4. Amazon In May 2016, we entered into certain agreements with Amazon.com, Inc. and its subsidiary, Amazon Fulfillment Services, Inc., (collectively “Amazon”), which involves, among other things, CMI operation of up to 20 Boeing 767-300 freighter aircraft for Amazon by Atlas, as well as Dry Leasing by Titan. The Dry Leases have a term of ten years from the commencement of each agreement, while the CMI operations are for seven years from the commencement of each agreement (with an option for Amazon to extend the term to ten years). Between August 2016 and November 2018, we placed all 20 767-300 freighter aircraft into service for Amazon. In February 2019, the number of 767-300 freighters in service for Amazon was reduced to 19 with the loss of an aircraft. In conjunction with the agreements entered into in May 2016, we granted Amazon a warrant providing the right to acquire up to 20% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, at an exercise price of $37.50 per share (“Warrant A”). A portion of Warrant A, representing the right to purchase 3.75 million shares, vested immediately upon issuance of the warrant. The remainder of Warrant A, representing the right to purchase 3.75 million shares, vested in increments of 375,000 when the lease and operation of each of the 11 th th The agreements entered into in May 2016 also provided incentives for future growth of the relationship as Amazon may increase its business with us. In that regard, we granted Amazon a warrant to acquire up to an additional 10% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, for an exercise price of $37.50 per share (“Warrant B”). This warrant to purchase 3.75 million shares will vest in increments of 37,500 shares each time Amazon has paid $4.2 million of revenue to us, up to a total of $420 million, for incremental business beyond the original 20 767-300 freighters. As of March 31, 2019, no portion of Warrant B has vested. Upon vesting, Warrant B would become exercisable in accordance with its terms through May 2023. In March 2019, we amended the agreements entered into in 2016 with Amazon, pursuant to which we will provide CMI services using Boeing 737-800 freighter aircraft provided by Amazon. The 737-800 CMI operations will be for a term of seven years from the commencement of each agreement (with an option for Amazon to extend the term to ten years). Five of the 737-800 freighter aircraft are scheduled to be placed into service during 2019. Amazon may, in its sole discretion, place up to 15 additional 737-800 freighter aircraft into service with us by May 31, 2021. In connection with the amended agreements, we granted Amazon a warrant to acquire up to an additional 9.9% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, for an exercise price of $52.90 per share (“Warrant C”). When combined with Warrant A and Warrant B, this would allow Amazon to acquire up to a total of 39.9% (after the issuance) of our outstanding common shares. After Warrant B has vested in full, this warrant to purchase 6.6 million shares will vest in increments of 45,428 shares each time Amazon has paid $6.9 million of revenue to us, up to a total of $1.0 billion, for incremental business beyond Warrant A and Warrant B. As of March 31, 2019, no portion of Warrant C has vested. Upon vesting, Warrant C would become exercisable in accordance with its terms through March 2026. At the time of vesting, the fair value of the vested portion of the warrant issued to Amazon is recorded as a warrant liability within Financial instruments and other liabilities (the “Amazon Warrant”). This initial fair value of the vested portion of the warrant is also recognized as a customer incentive asset within Deferred costs and other assets, net and is amortized as a reduction of Operating Revenue in proportion to the amount of revenue recognized over the terms of the Dry Leases and CMI agreements. Determining the amount of amortization related to the CMI agreements requires significant judgment to estimate the total number of Block Hours expected over the terms of those agreements. The following table provides a summary of the customer incentive asset: Balance at December 31, 2018 $ 184,720 Initial value for vested portion of warrant - Amortization of customer incentive asset (6,286 ) Balance at March 31, 2019 $ 178,434 We amortized $6.3 million and $2.6 million of the customer incentive asset for the three months ended March 31, 2019 and 2018, respectively. There were no impairment losses for the three months ended March 31, 2019 and 2018. The Amazon Warrant liability is marked-to-market at the end of each reporting period with changes in fair value recorded in Unrealized loss (gain) on financial instruments. We recognized net unrealized losses of $46.6 million and $7.7 million on the Amazon Warrant during the three months ended March 31, 2019 and 2018, respectively. The fair value of the Amazon Warrant liability was $145.6 million as of March 31, 2019 and $99.0 million as of December 31, 2018.

Supplemental Balance Sheet and

Supplemental Balance Sheet and Cash Flow Information	3 Months Ended
	Mar. 31, 2019
Supplemental Balance Sheet And Cash Flow Information [Abstract]
Supplemental Balance Sheet and Cash Flow Information	5. Supplemental Balance Sheet and Cash Flow Information Accounts Receivable Accounts receivable, net of allowances related to customer contracts, excluding Dry Leasing contracts, was $200.6 million as of March 31, 2019 and $227.1 million as of December 31, 2018. Accrued Liabilities Accrued liabilities consisted of the following as of: March 31, 2019 December 31, 2018 Maintenance $ 121,472 $ 133,337 Customer maintenance reserves 108,676 104,454 Salaries, wages and benefits 50,843 82,809 Aircraft fuel 46,616 32,641 Deferred revenue 16,343 26,584 Other 113,522 85,844 Accrued liabilities $ 457,472 $ 465,669 Revenue Contract Liability Deferred revenue for customer contracts, excluding Dry Leasing contracts, represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of Deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue. Significant changes in our Revenue contract liability balances during the three months ended March 31, 2019 were as follows: Balance as of December 31, 2018 $ 13,007 Revenue recognized (34,591 ) Amounts collected or invoiced 32,853 Balance as of March 31, 2019 $ 11,269 Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total shown in the consolidated statements of cash flows: March 31, 2019 December 31, 2018 Cash and cash equivalents $ 154,466 $ 221,501 Restricted cash 10,038 11,240 Total Cash, cash equivalents and restricted cash shown in Consolidated Statements of Cash Flows $ 164,504 $ 232,741

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	6. Debt Term Loans In March 2019, we borrowed $19.7 million under an unsecured five-year term loan due in March 2024 (the “First 2019 Term Loan”) for GEnx engine performance upgrade kits and overhauls. The First 2019 Term Loan contains customary covenants, events of default and accrues interest at a fixed rate of 2.73%, with principal and interest payable quarterly. In March 2019, we received $41.1 million in proceeds from insurance related to the loss of a 767-300 freighter aircraft and used $20.7 million of the proceeds to repay two term loans related to the aircraft. In connection with the repayment, we recognized a $0.2 million loss on early of extinguishment of debt. During the three months ended March 31, 2019, we also recognized a net insurance recovery of $3.4 million resulting from the excess of insurance proceeds over the carrying amount of the aircraft and other related costs within Other income, net. Convertible Notes In May 2017, we issued $289.0 million aggregate principal amount of 1.875% convertible senior notes that mature on June 1, 2024 (the “2017 Convertible Notes”) in an underwritten public offering. In June 2015, we issued $224.5 million aggregate principal amount of 2.25% convertible senior notes that mature on June 1, 2022 (the “2015 Convertible Notes”) in an underwritten public offering. The 2017 Convertible Notes and the 2015 Convertible Notes (collectively, the “Convertible Notes”) are senior unsecured obligations and accrue interest payable semiannually on June 1 and December 1 of each year. The Convertible Notes are due on their respective maturity dates, unless earlier converted or repurchased pursuant to their respective terms. The Convertible Notes consisted of the following as of March 31, 2019: 2017 Convertible Notes 2015 Convertible Notes Remaining life in months 62 38 Liability component: Gross proceeds $ 289,000 $ 224,500 Less: debt discount, net of amortization (54,430 ) (26,906 ) Less: debt issuance cost, net of amortization (4,272 ) (2,530 ) Net carrying amount $ 230,298 $ 195,064 Equity component (1) $ 70,140 $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2019. The following table presents the amount of interest expense recognized related to the Convertible Notes: For the Three Months Ended March 31, 2019 March 31, 2018 Contractual interest coupon $ 2,618 $ 2,618 Amortization of debt discount 4,121 3,871 Amortization of debt issuance costs 372 359 Total interest expense recognized $ 7,111 $ 6,848 Revolving Credit Facility In December 2018, we amended and extended our previous three-year $150.0 million secured revolving credit facility into a new four-year $200.0 million secured revolving credit facility (the “Revolver”).

Leases and Guarantees

Leases and Guarantees	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases and Guarantees	7. Leases and Guarantees Adoption We adopted the new lease accounting guidance using the modified retrospective method and applied it to all leases based on the contract terms in effect as of January 1, 2019. For existing contracts, we carried forward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. Although our performance obligations under ACMI contracts include the provision of aircraft to customers, we do not separate any potential aircraft lease components from the nonlease components of these contracts as the provision of the crew, maintenance and insurance components are, in the aggregate, the predominant components. Such contracts are accounted for in their entirety under the amended guidance for revenue recognition. Lessee As of March 31, 2019, we lease 21 aircraft, of which 20 are operating leases. Lease expirations for our leased aircraft range from March 2020 to June 2032. In addition, we lease a variety of office space, airport station locations, warehouse space, vehicles and equipment, with lease expirations ranging from April 2019 to April 2025. fixed lease payments over the lease term. Since our leases do not typically provide a readily determinable discount rate, we use our incremental borrowing rate to discount lease payments to present value . The following table presents the lease-related assets and liabilities recorded on the consolidated balance sheet: Classification on the Consolidated Balance Sheets March 31, 2019 Assets Operating lease right-of-use assets Operating lease right-of-use assets $ 568,393 Finance lease assets Property and equipment, net 30,419 Less: Accumulated amortization on finance lease assets Property and equipment, net (4,010 ) Total lease assets $ 594,802 Liabilities Current Operating lease liabilities Current portion of long-term operating leases $ 143,601 Finance lease liabilities Current portion of long-term debt and finance lease 652 Noncurrent Operating lease liabilities Long-term operating leases 478,231 Finance lease liabilities Long-term debt and finance lease 30,187 Total lease liabilities $ 652,671 Weighted Average Remaining Lease Term in years Operating Leases 4.45 Finance Leases 13.25 Weighted Average Discount Rate Operating Leases 4.59 % Finance Leases 17.46 % The following table presents information related to lease costs for finance and operating leases: For the Three Months Ended March 31, 2019 Operating lease costs (1) $ 39,925 Variable operating lease costs (1) 5,312 Finance lease costs: Amortization of leased assets 499 Interest on lease liabilities 1,332 Total lease cost $ 47,068 (1) Expenses are classified within Aircraft rent and Navigation fees, landing fees and other rent on the consolidated statement of operations. Short-term lease contracts are not material. The table below presents supplemental cash flow information related to leases as follows: For the Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 39,543 Operating cash flows for finance lease 1,332 Financing cash flows for finance lease 168 As of March 31, 2019, maturities of lease liabilities for the periods indicated were as follows : Operating Finance Leases Lease Total 2019 $ 127,436 $ 4,500 $ 131,936 2020 159,948 6,000 165,948 2021 166,624 6,000 172,624 2022 116,162 6,000 122,162 2023 62,332 6,000 68,332 Thereafter 54,208 50,500 104,708 Total minimum rental payments 686,710 79,000 765,710 Less: imputed interest 64,878 48,161 113,039 Total $ 621,832 $ 30,839 $ 652,671 As of March 31, 2019, the Company’s obligations for operating leases that have not yet commenced are immaterial. As of December 31, 2018, our minimum annual rental commitments for the periods indicated under operating leases with initial or remaining terms of more than one year were as follows: Operating Leases 2019 $ 166,516 2020 159,383 2021 166,056 2022 115,591 2023 61,755 Thereafter 53,430 Total $ 722,731 Lessor Our performance obligations under Dry Lease contracts involve the provision of aircraft and engines to customers for compensation that is typically based on a fixed monthly amount and all are accounted for as operating leases. We record Dry Lease rental income on a straight-line basis over the term of the operating lease. To manage our residual value risk, we require lessees to perform maintenance on the Dry Leased asset and they may also be required to make maintenance payments to us during or at the end of the lease term. When an aircraft is returned at the end of lease, if we choose not to re-lease or sell the returned aircraft, we typically have the ability to operate the aircraft in our ACMI and Charter segments. Customer maintenance reserves are amounts received during the lease term that are subject to reimbursement to the lessee upon the completion of qualifying maintenance work on the specific Dry Leased asset and are included in Accrued liabilities. We defer revenue recognition for customer maintenance reserves until the end of the lease, when we are able to finalize the amount, if any, to be reimbursed to the lessee. End of lease maintenance payments are amounts received upon return of the Dry Leased asset based on the utilization of the asset during the lease term. Such payments made to us are recognized as revenue at the end of the lease. As of March 31, 2019, our contractual amount of minimum receipts, excluding taxes, for the periods indicated under Dry Leases reflecting the terms that were in effect were as follows: 2019 $ 130,296 2020 166,056 2021 145,173 2022 137,636 2023 104,008 Thereafter 246,466 Total minimum lease receipts $ 929,635 As of December 31, 2018, our contractual amount of minimum receipts, excluding taxes, for the periods indicated under Dry Leases reflecting the terms that were in effect were as follows: Dry Lease Income 2019 $ 180,366 2020 169,202 2021 148,413 2022 140,876 2023 107,248 Thereafter 257,248 Total minimum lease receipts $ 1,003,353 The net book value of flight equipment on Dry Lease to customers was $1,668.2 million as of March 31, 2019 and $1,717.5 million as of December 31, 2018. The accumulated depreciation for flight equipment on Dry Lease to customers was $247.2 million as of March 31, 2019 and $232.4 million as of December 31, 2018. See Note 10 to our Financial Statements for disclosure of our Dry Leasing segment revenue. Guarantees and Indemnifications In the ordinary course of business, we enter into numerous leasing and financing arrangements for real estate, equipment, aircraft and engines that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities. In both leasing and financing transactions, we typically indemnify the lessors and any financing parties against tort liabilities that arise out of the use, occupancy, manufacture, design, operation or maintenance of the leased premises or financed aircraft, regardless of whether these liabilities relate to the negligence of the indemnified parties. Currently, we believe that any future payments required under many of these guarantees or indemnities would be immaterial, as most tort liabilities and related indemnities are covered by insurance (subject to deductibles). However, payments under certain tax indemnities related to certain of our financing arrangements, if applicable, could be material, and would not be covered by insurance, although we believe that these payments are not probable. Certain leased premises, such as maintenance and storage facilities, typically include indemnities of such parties for any environmental liability that may arise out of or relate to the use of the leased premises. We also provide standard indemnification agreements to officers and directors in the ordinary course of business. Financings and Guarantees Our financing arrangements typically contain a withholding tax provision that requires us to pay additional amounts to the applicable lender or other financing party, if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law. These increased costs and withholding tax provisions continue for the entire term of the applicable transaction and there is no limitation on the maximum additional amount we could be required to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default and, in a secured financing transaction, would entitle the lender to foreclose upon the collateral to realize the amount due.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes Our effective income tax expense rates were 19.7% and 28.3% for the three months ended March 31, 2019 and 2018, respectively. The effective income tax expense rates for the three months ended March 31, 2019 and 2018 differed from the U.S. statutory rate primarily due to nondeductible or nontaxable changes in the fair value of the warrant liability (see Note 4 to our Financial Statements). The U.S. Internal Revenue Service is currently examining the 2015 tax year. It is reasonably possible that we may recognize material tax benefits upon completion of the examination in 2019. If that occurs, it would require an assessment of our ability to utilize these tax benefits in the future. Due to the uncertainty related to the potential outcome, it is impracticable to estimate a range of reasonably possible adjustments.

Financial Instruments

Financial Instruments	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Financial Instruments	9. Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified in the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Other inputs that are observable directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, or inactive quoted prices for identical assets or liabilities in inactive markets; Level 3 Unobservable inputs reflecting assumptions about the inputs used in pricing the asset or liability. We endeavor to utilize the best available information to measure fair value. The carrying value of Cash and cash equivalents, Short-term investments and Restricted cash is based on cost, which approximates fair value. Long-term investments consist of debt securities, maturing within five years, for which we have both the ability and the intent to hold until maturity. These investments are classified as held-to-maturity and reported at amortized cost. The fair value of our Long-term investments is based on a discounted cash flow analysis using the contractual cash flows of the investments and a discount rate derived from unadjusted quoted interest rates for debt securities of comparable risk. Such debt securities represent investments in Pass-Through Trust Certificates related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998 and 1999. Term loans and notes consist of term loans, notes guaranteed by the Export-Import Bank of the United States (“Ex-Im Bank”), the Revolver and EETCs. The fair values of these debt instruments are based on a discounted cash flow analysis using current borrowing rates for instruments with similar terms. The fair value of our Convertible Notes is based on unadjusted quoted market prices for these securities. The fair value of a customer warrant liability and certain long-term performance-based restricted shares are based on a Monte Carlo simulation which requires inputs such as our common stock price, the warrant strike price, estimated common stock price volatility, and risk-free interest rate, among others. The following table summarizes the carrying value, estimated fair value and classification of our financial instruments as of: March 31, 2019 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 154,466 $ 154,466 $ 154,466 $ - $ - Short-term investments 11,425 11,730 - - 11,730 Restricted cash 10,038 10,038 10,038 - - $ 175,929 $ 176,234 $ 164,504 $ - $ 11,730 Liabilities Term loans and notes $ 1,980,135 $ 2,005,404 $ - $ - $ 2,005,404 Convertible notes (1) 425,362 547,238 547,238 - - Customer warrant 145,575 145,575 - 145,575 - $ 2,551,072 $ 2,698,217 $ 547,238 $ 145,575 $ 2,005,404 December 31, 2018 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 221,501 $ 221,501 $ 221,501 $ - $ - Short-term investments 15,624 15,624 - - 15,624 Restricted cash 11,240 11,240 11,240 - - Long-term investments and accrued interest 635 1,138 - - 1,138 $ 249,000 $ 249,503 $ 232,741 $ - $ 16,762 Liabilities Term loans and notes $ 2,048,972 $ 1,976,373 $ - $ - $ 1,976,373 Convertible notes (1) 420,868 490,070 490,070 - - Customer warrant 99,000 99,000 - 99,000 - $ 2,568,840 $ 2,565,443 $ 490,070 $ 99,000 $ 1,976,373 (1) Carrying value is net of debt discounts and debt issuance costs. Hedge transactions associated with the Convertible Notes are reflected in additional paid-in-capital (see Note 6 to our Financial Statements). Gross unrealized gains on our short-term investments were $0.3 million at March 31, 2019. Gross unrealized gains on our long-term investments and accrued interest were $0.5 million at December 31, 2018.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2019
Segment Reporting [Abstract]
Segment Reporting	10. Segment Reporting Our business is organized into three operating segments based on our service offerings: ACMI, Charter and Dry Leasing. All segments are directly or indirectly engaged in the business of air transportation services but have different commercial and economic characteristics. Each operating segment is separately reviewed by our chief operating decision maker to assess operating results and make resource allocation decisions. We do not aggregate our operating segments and, therefore, our operating segments are our reportable segments. We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of direct operating and ownership costs. Direct Contribution represents Income (loss) from continuing operations before income taxes excluding the following: Special charges, Transaction-related expenses, nonrecurring items, Losses (gains) on the disposal of aircraft, Losses on early extinguishment of debt, Unrealized losses (gains) on financial instruments, Gains on investments and Unallocated income and expenses, net. Direct operating and ownership costs include crew costs, maintenance, fuel, ground operations, sales costs, aircraft rent, interest expense on the portion of debt used for financing aircraft, interest income on debt securities and aircraft depreciation. Unallocated income and expenses, net include corporate overhead, nonaircraft depreciation, noncash expenses and income, interest expense on the portion of debt used for general corporate purposes, interest income on nondebt securities, capitalized interest, foreign exchange gains and losses, other revenue and other non-operating costs, including certain contract startup costs. The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income (loss) from continuing operations before income taxes: For the Three Months Ended March 31, 2019 March 31, 2018 Operating Revenue: ACMI $ 306,567 $ 266,380 Charter 305,114 285,197 Dry Leasing 69,946 36,392 Customer incentive asset amortization (6,286 ) (2,596 ) Other 4,342 4,641 Total Operating Revenue $ 679,683 $ 590,014 For the Three Months Ended March 31, 2019 March 31, 2018 Direct Contribution: ACMI $ 40,006 $ 40,872 Charter 29,133 34,278 Dry Leasing 35,527 11,359 Total Direct Contribution for Reportable Segments 104,666 86,509 Unallocated income and expenses, net (80,136 ) (65,063 ) Loss on early extinguishment of debt (245 ) - Unrealized loss on financial instruments (46,575 ) (7,740 ) Transaction-related expenses (2,527 ) (270 ) Income (loss) from continuing operations before income taxes (24,817 ) 13,436 Add back (subtract): Interest income (2,044 ) (1,724 ) Interest expense 30,353 27,342 Capitalized interest (463 ) (1,750 ) Loss on early extinguishment of debt 245 - Unrealized loss on financial instruments 46,575 7,740 Other income, net (2,975 ) (4,475 ) Operating Income, net $ 46,874 $ 40,569 The following table disaggregates our Charter segment revenue by customer and service type: For the Three Months Ended March 31, 2019 March 31, 2018 Cargo Passenger Total Cargo Passenger Total Commercial customers $ 148,904 $ 7,607 $ 156,511 $ 131,173 $ 2,046 $ 133,219 AMC 57,446 91,157 148,603 74,428 77,550 151,978 Total Charter Revenue $ 206,350 $ 98,764 $ 305,114 $ 205,601 $ 79,596 $ 285,197 Given the nature of our business and international flying, geographic information for revenue, long-lived assets and total assets is not presented because it is impracticable to do so. We are exposed to a concentration of revenue from the U.S. Military Air Mobility Command (“AMC”), Polar and DHL (see above and Note 3 to our Financial Statements for further discussion regarding Polar). No other customer accounted for more than 10.0% of our Total Operating Revenue. Revenue from DHL was $89.7 million and $67.0 million for the three months ended March 31, 2019 and 2018, respectively. We have not experienced any credit issues with these customers.

Labor and Legal Proceedings

Labor and Legal Proceedings	3 Months Ended
	Mar. 31, 2019
Labor And Legal Proceedings [Abstract]
Labor and Legal Proceedings	11. Labor and Legal Proceedings Labor Pilots of Atlas and Southern Air, and flight dispatchers of Atlas and Polar are represented by the International Brotherhood of Teamsters (the “IBT”). We have a five-year collective bargaining agreement (“CBA”) with our Atlas pilots, which became amendable in September 2016 and a four-year CBA with the Southern Air pilots, which became amendable in November 2016. We also have a five-year CBA with our Atlas and Polar dispatchers, which was extended in April 2017 for an additional four years, making the CBA amendable in November 2021. After we completed the acquisition of Southern Air in April 2016, we informed the IBT of our intention to pursue (and we have been pursuing) a complete operational merger of Atlas and Southern Air. Pursuant to the merger provisions in both the Atlas and Southern Air CBAs, joint negotiations for a single CBA for Atlas and Southern Air should commence promptly. Further to this process, once a seniority list is presented to us by the unions, it triggers an agreed-upon timeframe to negotiate a new joint CBA with any unresolved issues submitted to binding arbitration. After the merger process began, the IBT filed an application for mediation with the National Mediation Board (“NMB”) on behalf of the Atlas pilots, and subsequently the IBT filed a similar application on behalf of Southern Air pilots. We have opposed both mediation applications as they are not in accordance with the merger provisions in the parties’ existing CBAs. The Atlas and Southern Air CBAs have a defined and streamlined process for negotiating a joint CBA when a merger occurs, as in the case with the Atlas and Southern Air merger. The NMB conducted a premediation investigation on the IBT’s Atlas application in June 2016, which is currently pending (along with the IBT’s Southern Air application). Due to a lack of meaningful progress in such merger discussions, in February 2017, we filed a lawsuit against the IBT to compel arbitration on the issue of whether the merger provisions in Atlas and Southern Air's CBAs apply to the bargaining process. On March 13, 2018, the Southern District Court of New York (“NY Court”) granted the Company’s motion to compel arbitration on this issue. The IBT appealed the NY Court’s decision, which is currently pending. The Company and the IBT conducted the Atlas and Southern Air arbitrations for this issue in October 2018. The Company expects to receive the arbitration decisions in the second quarter of 2019. The Company and the IBT continue to move the process forward and began bargaining in good faith for a new joint CBA during the first quarter of 2019 , pursuant to a new framework a greement until the Atlas and Southern Air arbitrations are decided. In August 2018, the Southern Air pilots ratified an agreement between Southern Air and the IBT for interim enhancements to the Southern Air pilots’ CBA. The agreement enhances the wages and work rules of the Southern Air pilots and provides similar terms and conditions of employment to those provided to Atlas pilots in the Atlas CBA. The Southern Air pilot agreement became effective in September 2018. In September 2017, the Company requested the U.S. District Court for the District of Columbia (the “DC Court”) to issue a preliminary injunction to require the IBT to meet its obligations under the Railway Labor Act of 1926 (the “Railway Labor Act”) and stop the intentional and illegal work slowdowns and service interruptions. In late November 2017, the Court granted the Company’s request to issue a preliminary injunction to require the IBT to meet its obligations under the Railway Labor Act and stop “authorizing, encouraging, permitting, calling, engaging in, or continuing” any illegal pilot slowdown activities, which were intended to gain leverage in pilot contract negotiations with the Company. In addition, the Court ordered the IBT to take affirmative action to prevent and to refrain from continuing any form of interference with the Company’s operations or any other concerted refusal to perform normal pilot operations consistent with its status quo obligations under the Railway Labor Act. In December 2017, the IBT appealed the DC Court’s decision to the U.S. Court of Appeals for the District of Columbia Circuit and oral arguments were held in September 2018. Pending the outcome of the appeal, the preliminary injunction remains in effect. The Company believes the IBT’s appeal will be unsuccessful and expects the preliminary injunction to remain in effect. We are subject to risks of work interruption or stoppage as permitted by the Railway Labor Act and may incur additional administrative expenses associated with union representation of our employees. Matters Related to Alleged Pricing Practices In the Netherlands, Stichting Cartel Compensation, successor in interest to claims of various shippers, has filed suit in the district court in Amsterdam against British Airways, KLM, Martinair, Air France, Lufthansa and Singapore Airlines seeking recovery for damages purportedly arising from allegedly unlawful pricing practices of such defendants. In response, British Airways, KLM, Martinair, Air France and Lufthansa filed third-party indemnification lawsuits against Polar Air Cargo, LLC (“Old Polar”), a consolidated subsidiary of the Company, and Polar, seeking indemnification in the event the defendants are found to be liable in the main proceedings. Another defendant, Thai Airways, filed a similar indemnification claim. Activities in the case have focused on various procedural issues, some of which are awaiting court determination. The Netherlands proceedings are likely to be affected by a decision readopted by the European Commission in March 2017, finding EU competition law violations by British Airways, KLM, Martinair, Air France and Lufthansa, among others, but not Old Polar or Polar. We are unable to reasonably predict the outcome of the litigation. If the Company, Old Polar or Polar were to incur an unfavorable outcome, such outcome may have a material adverse impact on our business, financial condition, results of operations or cash flows. We are unable to reasonably estimate a range of possible loss for this matter at this time. Brazilian Customs Claim Old Polar was cited for two alleged customs violations in Sao Paulo, Brazil, relating to shipments of goods dating back to 1999 and 2000. Each claim asserts that goods listed on the flight manifest of two separate Old Polar scheduled service flights were not on board the aircraft upon arrival and therefore were improperly brought into Brazil. The two claims, which also seek unpaid customs duties, taxes and penalties from the date of the alleged infraction, are approximately $5.2 million in aggregate based on March 31, 2019 exchange rates. In both cases, we believe that the amounts claimed are substantially overstated due to a calculation error when considering the type and amount of goods allegedly missing, among other things. In the pending claim for one of the cases, we have received an administrative decision dismissing the claim in its entirety, which remains subject to a mandatory appeal by the Brazil customs authorities. In the other case, we received an administrative decision in favor of the Brazil customs authorities and we are in the process of appealing this decision to the Brazil courts. As required to defend such claims, we have made deposits pending resolution of these matters. The balance was $4.1 million as of March 31, 2019 and December 31, 2018, and is included in Deferred costs and other assets. We are currently defending these and other Brazilian customs claims and the ultimate disposition of these claims, either individually or in the aggregate, is not expected to materially affect our financial condition, results of operations or cash flows. Other In addition to the matters described in this note, we have certain other contingencies incident to the ordinary course of business. Unless disclosed otherwise, management does not expect that the ultimate disposition of such other contingencies or matters will materially affect our financial condition, results of operations or cash flows.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Earnings Per Share	12. Earnings Per Share Basic earnings per share (“EPS”) represents income (loss) divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents income (loss) divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method. The calculations of basic and diluted EPS were as follows: For the Three Months Ended Numerator: March 31, 2019 March 31, 2018 Income (loss) from continuing operations, net of taxes $ (29,710 ) $ 9,628 Denominator: Basic EPS weighted average shares outstanding 25,735 25,436 Effect of dilutive restricted stock - 520 Diluted EPS weighted average shares outstanding 25,735 25,956 Earnings (loss) per share from continuing operations: Basic $ (1.15 ) $ 0.38 Diluted $ (1.15 ) $ 0.37 Loss per share from discontinued operations: Basic $ - $ (0.00 ) Diluted $ - $ (0.00 ) Earnings (loss) per share: Basic $ (1.15 ) $ 0.38 Diluted $ (1.15 ) $ 0.37 Antidilutive shares related to warrants issued in connection with our Convertible Notes that were out of the money and excluded were 7.8 million for the three months ended March 31, 2019 and 2018. Diluted shares reflect the potential dilution that could occur from restricted shares using the treasury stock method. The calculation of EPS does not include restricted share units and warrants issued to a customer in which performance or market conditions were not satisfied of 10.6 million for the three months ended March 31, 2019 and 6.9 million for the three months ended March 31, 2018.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)	3 Months Ended
	Mar. 31, 2019
Accumulated Other Comprehensive Income Loss [Abstract]
Accumulated Other Comprehensive Income (Loss)	13. Accumulated Other Comprehensive Income (Loss) The following table summarizes the components of Accumulated other comprehensive income (loss): Interest Rate Foreign Currency Derivatives Translation Total Balance as of December 31, 2017 $ (4,002 ) $ 9 $ (3,993 ) Reclassification to interest expense 385 - 385 Tax effect (57 ) - (57 ) Reclassification of taxes (970 ) - (970 ) Balance as of March 31, 2018 $ (4,644 ) $ 9 $ (4,635 ) Balance as of December 31, 2018 $ (3,841 ) $ 9 $ (3,832 ) Reclassification to interest expense 344 - 344 Tax effect (81 ) - (81 ) Balance as of March 31, 2019 $ (3,578 ) $ 9 $ (3,569 ) Interest Rate Derivatives As of March 31, 2019, there was $4.7 million of unamortized net realized loss before taxes remaining in Accumulated other comprehensive income (loss) related to terminated forward-starting interest rate swaps, which had been designated as cash flow hedges to effectively fix the interest rates on two 747-8F financings in 2011 and three 777-200LRF financings in 2014. The net loss is amortized and reclassified into Interest expense over the remaining life of the related debt. Net realized losses reclassified into earnings were $0.3 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $1.3 million as of March 31, 2019.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Warrant Liability	Warrant Liability Common stock warrants classified as a liability are marked-to-market at the end of each reporting period with changes in fair value recorded in Unrealized (gain) loss on financial instruments. We utilize a Monte Carlo simulation approach to estimate the fair value of the warrant liability, which requires inputs such as our common stock price, the warrant strike price, estimated common stock price volatility and risk-free interest rate, among others. Our earnings are affected by changes in our common stock price due to the impact those changes have on the fair value of our warrant liability (see Note 4 to our Financial Statements).
Heavy Maintenance Policy	Heavy Maintenance Except for engines used on our 747-8F aircraft, we account for heavy maintenance costs for airframes and engines used in our ACMI and Charter segments using the direct expense method. Under this method, heavy maintenance costs are charged to expense upon induction, based on our best estimate of the costs. We account for heavy maintenance costs for airframes and engines used in our Dry Leasing segment and engines used on our 747-8F aircraft using the deferral method. Under this method, we defer the expense recognition of scheduled heavy maintenance events, which are amortized over the estimated period until the next scheduled heavy maintenance event is required. Amortization of deferred maintenance expense included in Depreciation and amortization was $4.4 million and $2.4 million for the three months ended March 31, 2019 and 2018, respectively. Deferred maintenance included within Deferred costs and other assets is as follows: Deferred Maintenance Balance as of December 31, 2018 $ 103,647 Deferred maintenance costs 36,622 Amortization of deferred maintenance (4,442 ) Balance as of March 31, 2019 $ 135,827
Recent Accounting Pronouncements	Recent Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (“FASB”) amended its accounting guidance for leases. Subsequently, the FASB issued several clarifications and updates. The guidance requires a lessee to recognize assets and liabilities on the balance sheet arising from leases with terms greater than 12 months. While lessor accounting guidance is relatively unchanged, certain amendments were made to conform with changes made to lessee accounting and the amended revenue recognition guidance. The new guidance continues to classify leases as either finance or operating, with classification affecting the presentation and pattern of expense and income recognition, in the statement of operations. It also requires additional quantitative and qualitative disclosures about leasing arrangements. We adopted the new guidance on January 1, 2019 using the modified retrospective approach, which was applied beginning on the adoption date. Comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods. The adoption did not have a material effect on our consolidated statements of operations or cash flows. We recognized operating lease right-of-use assets, net of pre-existing deferred rent and operating lease intangibles, and operating lease liabilities on our consolidated balance sheets of approximately $596.9 million and $650.0 million, respectively, on the adoption date (see Note 7 to our Financial Statements).

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of Deferred Maintenance	Deferred maintenance included within Deferred costs and other assets is as follows Deferred Maintenance Balance as of December 31, 2018 $ 103,647 Deferred maintenance costs 36,622 Amortization of deferred maintenance (4,442 ) Balance as of March 31, 2019 $ 135,827

Related Parties (Tables)

Related Parties (Tables)	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Summary of Transactions with Polar	The following table summarizes our transactions with Polar: For the Three Months Ended Revenue and Expenses: March 31, 2019 March 31, 2018 Revenue from Polar $ 98,467 $ 102,105 Ground handling and airport fees to Polar 518 636 Accounts receivable/payable as of: March 31, 2019 December 31, 2018 Receivables from Polar $ 14,872 $ 16,349 Payables to Polar 2,834 2,527 Aggregate Carrying Value of Polar Investment as of: March 31, 2019 December 31, 2018 Aggregate Carrying Value of Polar Investment $ 4,870 $ 4,870

Amazon (Tables)

Amazon (Tables)	3 Months Ended
	Mar. 31, 2019
Warrants And Rights Note Disclosure [Abstract]
Summary of the Customer Incentive Asset	The following table provides a summary of the customer incentive asset: Balance at December 31, 2018 $ 184,720 Initial value for vested portion of warrant - Amortization of customer incentive asset (6,286 ) Balance at March 31, 2019 $ 178,434

Supplemental Balance Sheet an_2

Supplemental Balance Sheet and Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2019
Supplemental Balance Sheet And Cash Flow Information [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following as of: March 31, 2019 December 31, 2018 Maintenance $ 121,472 $ 133,337 Customer maintenance reserves 108,676 104,454 Salaries, wages and benefits 50,843 82,809 Aircraft fuel 46,616 32,641 Deferred revenue 16,343 26,584 Other 113,522 85,844 Accrued liabilities $ 457,472 $ 465,669
Summary of Significant Changes in Revenue Contract Liability Balances	Significant changes in our Revenue contract liability balances during the three months ended March 31, 2019 were as follows: Balance as of December 31, 2018 $ 13,007 Revenue recognized (34,591 ) Amounts collected or invoiced 32,853 Balance as of March 31, 2019 $ 11,269
Reconciliation of Cash, Cash Equivalents and Restricted Cash	Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total shown in the consolidated statements of cash flows: March 31, 2019 December 31, 2018 Cash and cash equivalents $ 154,466 $ 221,501 Restricted cash 10,038 11,240 Total Cash, cash equivalents and restricted cash shown in Consolidated Statements of Cash Flows $ 164,504 $ 232,741

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Notes	The Convertible Notes consisted of the following as of March 31, 2019: 2017 Convertible Notes 2015 Convertible Notes Remaining life in months 62 38 Liability component: Gross proceeds $ 289,000 $ 224,500 Less: debt discount, net of amortization (54,430 ) (26,906 ) Less: debt issuance cost, net of amortization (4,272 ) (2,530 ) Net carrying amount $ 230,298 $ 195,064 Equity component (1) $ 70,140 $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2019.
Summary of Interest Expense Recognized	The following table presents the amount of interest expense recognized related to the Convertible Notes: For the Three Months Ended March 31, 2019 March 31, 2018 Contractual interest coupon $ 2,618 $ 2,618 Amortization of debt discount 4,121 3,871 Amortization of debt issuance costs 372 359 Total interest expense recognized $ 7,111 $ 6,848

Leases and Guarantees (Tables)

Leases and Guarantees (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Summary of Lease-Related Assets and Liabilities Recorded on Consolidated Balance Sheet	The following table presents the lease-related assets and liabilities recorded on the consolidated balance sheet: Classification on the Consolidated Balance Sheets March 31, 2019 Assets Operating lease right-of-use assets Operating lease right-of-use assets $ 568,393 Finance lease assets Property and equipment, net 30,419 Less: Accumulated amortization on finance lease assets Property and equipment, net (4,010 ) Total lease assets $ 594,802 Liabilities Current Operating lease liabilities Current portion of long-term operating leases $ 143,601 Finance lease liabilities Current portion of long-term debt and finance lease 652 Noncurrent Operating lease liabilities Long-term operating leases 478,231 Finance lease liabilities Long-term debt and finance lease 30,187 Total lease liabilities $ 652,671 Weighted Average Remaining Lease Term in years Operating Leases 4.45 Finance Leases 13.25 Weighted Average Discount Rate Operating Leases 4.59 % Finance Leases 17.46 %
Summary of Lease Costs for Finance and Operating Leases	The following table presents information related to lease costs for finance and operating leases: For the Three Months Ended March 31, 2019 Operating lease costs (1) $ 39,925 Variable operating lease costs (1) 5,312 Finance lease costs: Amortization of leased assets 499 Interest on lease liabilities 1,332 Total lease cost $ 47,068 (1) Expenses are classified within Aircraft rent and Navigation fees, landing fees and other rent on the consolidated statement of operations. Short-term lease contracts are not material.
Schedule of Supplemental Cash Flow Information	The table below presents supplemental cash flow information related to leases as follows: For the Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 39,543 Operating cash flows for finance lease 1,332 Financing cash flows for finance lease 168
Schedule of Maturities of Lease Liabilities	As of March 31, 2019, maturities of lease liabilities for the periods indicated were as follows : Operating Finance Leases Lease Total 2019 $ 127,436 $ 4,500 $ 131,936 2020 159,948 6,000 165,948 2021 166,624 6,000 172,624 2022 116,162 6,000 122,162 2023 62,332 6,000 68,332 Thereafter 54,208 50,500 104,708 Total minimum rental payments 686,710 79,000 765,710 Less: imputed interest 64,878 48,161 113,039 Total $ 621,832 $ 30,839 $ 652,671
Summary of Minimum Annual Rental Commitments Under Operating Leases	As of December 31, 2018, our minimum annual rental commitments for the periods indicated under operating leases with initial or remaining terms of more than one year were as follows: Operating Leases 2019 $ 166,516 2020 159,383 2021 166,056 2022 115,591 2023 61,755 Thereafter 53,430 Total $ 722,731
Summary of Contractual Amount of Minimum Receipts Excluding Taxes Under Dry Leases	As of March 31, 2019, our contractual amount of minimum receipts, excluding taxes, for the periods indicated under Dry Leases reflecting the terms that were in effect were as follows: 2019 $ 130,296 2020 166,056 2021 145,173 2022 137,636 2023 104,008 Thereafter 246,466 Total minimum lease receipts $ 929,635 As of December 31, 2018, our contractual amount of minimum receipts, excluding taxes, for the periods indicated under Dry Leases reflecting the terms that were in effect were as follows: Dry Lease Income 2019 $ 180,366 2020 169,202 2021 148,413 2022 140,876 2023 107,248 Thereafter 257,248 Total minimum lease receipts $ 1,003,353

Financial Instruments (Tables)

Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Summary of Carrying Value, Estimated Fair Value and Classification of Financial Instruments	The following table summarizes the carrying value, estimated fair value and classification of our financial instruments as of: March 31, 2019 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 154,466 $ 154,466 $ 154,466 $ - $ - Short-term investments 11,425 11,730 - - 11,730 Restricted cash 10,038 10,038 10,038 - - $ 175,929 $ 176,234 $ 164,504 $ - $ 11,730 Liabilities Term loans and notes $ 1,980,135 $ 2,005,404 $ - $ - $ 2,005,404 Convertible notes (1) 425,362 547,238 547,238 - - Customer warrant 145,575 145,575 - 145,575 - $ 2,551,072 $ 2,698,217 $ 547,238 $ 145,575 $ 2,005,404 December 31, 2018 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 221,501 $ 221,501 $ 221,501 $ - $ - Short-term investments 15,624 15,624 - - 15,624 Restricted cash 11,240 11,240 11,240 - - Long-term investments and accrued interest 635 1,138 - - 1,138 $ 249,000 $ 249,503 $ 232,741 $ - $ 16,762 Liabilities Term loans and notes $ 2,048,972 $ 1,976,373 $ - $ - $ 1,976,373 Convertible notes (1) 420,868 490,070 490,070 - - Customer warrant 99,000 99,000 - 99,000 - $ 2,568,840 $ 2,565,443 $ 490,070 $ 99,000 $ 1,976,373 (1) Carrying value is net of debt discounts and debt issuance costs. Hedge transactions associated with the Convertible Notes are reflected in additional paid-in-capital (see Note 6 to our Financial Statements).

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2019
Segment Reporting Tables [Abstract]
Operating Revenue and Direct Contribution For Our Reportable Business Segments	The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income (loss) from continuing operations before income taxes: For the Three Months Ended March 31, 2019 March 31, 2018 Operating Revenue: ACMI $ 306,567 $ 266,380 Charter 305,114 285,197 Dry Leasing 69,946 36,392 Customer incentive asset amortization (6,286 ) (2,596 ) Other 4,342 4,641 Total Operating Revenue $ 679,683 $ 590,014 For the Three Months Ended March 31, 2019 March 31, 2018 Direct Contribution: ACMI $ 40,006 $ 40,872 Charter 29,133 34,278 Dry Leasing 35,527 11,359 Total Direct Contribution for Reportable Segments 104,666 86,509 Unallocated income and expenses, net (80,136 ) (65,063 ) Loss on early extinguishment of debt (245 ) - Unrealized loss on financial instruments (46,575 ) (7,740 ) Transaction-related expenses (2,527 ) (270 ) Income (loss) from continuing operations before income taxes (24,817 ) 13,436 Add back (subtract): Interest income (2,044 ) (1,724 ) Interest expense 30,353 27,342 Capitalized interest (463 ) (1,750 ) Loss on early extinguishment of debt 245 - Unrealized loss on financial instruments 46,575 7,740 Other income, net (2,975 ) (4,475 ) Operating Income, net $ 46,874 $ 40,569
Schedule of Disaggregated Charter Segment Revenue by Customer and Service Type	The following table disaggregates our Charter segment revenue by customer and service type: For the Three Months Ended March 31, 2019 March 31, 2018 Cargo Passenger Total Cargo Passenger Total Commercial customers $ 148,904 $ 7,607 $ 156,511 $ 131,173 $ 2,046 $ 133,219 AMC 57,446 91,157 148,603 74,428 77,550 151,978 Total Charter Revenue $ 206,350 $ 98,764 $ 305,114 $ 205,601 $ 79,596 $ 285,197

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Calculations of Basic and Diluted EPS	The calculations of basic and diluted EPS were as follows: For the Three Months Ended Numerator: March 31, 2019 March 31, 2018 Income (loss) from continuing operations, net of taxes $ (29,710 ) $ 9,628 Denominator: Basic EPS weighted average shares outstanding 25,735 25,436 Effect of dilutive restricted stock - 520 Diluted EPS weighted average shares outstanding 25,735 25,956 Earnings (loss) per share from continuing operations: Basic $ (1.15 ) $ 0.38 Diluted $ (1.15 ) $ 0.37 Loss per share from discontinued operations: Basic $ - $ (0.00 ) Diluted $ - $ (0.00 ) Earnings (loss) per share: Basic $ (1.15 ) $ 0.38 Diluted $ (1.15 ) $ 0.37

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Income (Loss) (Tables)	3 Months Ended
	Mar. 31, 2019
Accumulated Other Comprehensive Income Loss [Abstract]
Components of Accumulated Other Comprehensive Income (Loss)	The following table summarizes the components of Accumulated other comprehensive income (loss): Interest Rate Foreign Currency Derivatives Translation Total Balance as of December 31, 2017 $ (4,002 ) $ 9 $ (3,993 ) Reclassification to interest expense 385 - 385 Tax effect (57 ) - (57 ) Reclassification of taxes (970 ) - (970 ) Balance as of March 31, 2018 $ (4,644 ) $ 9 $ (4,635 ) Balance as of December 31, 2018 $ (3,841 ) $ 9 $ (3,832 ) Reclassification to interest expense 344 - 344 Tax effect (81 ) - (81 ) Balance as of March 31, 2019 $ (3,578 ) $ 9 $ (3,569 )

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) - Polar [Member]	3 Months Ended
	Mar. 31, 2019
Basis Of Presentation [Line Items]
Equity interest	51.00%
Voting interest	75.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Deferred maintenance amortization expense	$ 4,442	$ 2,400
Operating lease right of use assets, net	568,393		$ 596,900	$ 0
Operating lease liabilities	$ 621,832		$ 650,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Deferred Maintenance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accounting Policies [Abstract]
Beginning Balance	$ 103,647
Deferred maintenance costs	36,622
Amortization of deferred maintenance	(4,442)	$ (2,400)
Ending Balance	$ 135,827

Related Parties - Polar - Addit

Related Parties - Polar - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Polar [Member]
Related Party Transaction [Line Items]
Revenue recognized	$ 23	$ 12.2
Polar [Member]
Related Party Transaction [Line Items]
Equity interest	51.00%
Voting interest	75.00%
DHL [Member] | Polar [Member]
Related Party Transaction [Line Items]
Equity interest	49.00%
Voting interest	25.00%

Related Parties - Summary of Tr

Related Parties - Summary of Transactions with Polar (Details) - Polar [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Revenue from related party	$ 98,467	$ 102,105
Ground handling and airport fees to Polar	518	$ 636
Receivables from related party	14,872		$ 16,349
Payables to related party	2,834		2,527
Aggregate Carrying Value of Polar Investment	$ 4,870		$ 4,870

Related Parties - GATS - Additi

Related Parties - GATS - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
GATS [Member]
Related Party Transaction [Line Items]
Voting interest	50.00%
Investment in joint venture	$ 21.8	$ 22.3
GATS [Member]
Related Party Transaction [Line Items]
Payables to related party	$ 0.6	$ 0.5

Amazon - Additional Information

Amazon - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2019	May 31, 2016	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Class Of Warrant Or Right [Line Items]
Operating Revenue			$ 679,683,000	$ 590,014,000
Amortization of customer incentive asset			6,286,000	2,600,000
Impairment losses of customer incentive asset			0	0
Warrant liability unrealized losses			46,600,000	$ 7,700,000
Fair value of warrant liability	$ 145,600,000		$ 145,600,000		$ 99,000,000
Warrant A [Member]
Class Of Warrant Or Right [Line Items]
Right to acquire outstanding common shares			up to 20% of our outstanding common shares
Warrant exercise price		$ 37.50
Warrant for number of shares vested immediately		3,750,000
Warrant to buy number of shares vesting		3,750,000
Vesting increments of Amazon warrants		375,000
Warrant vesting year		2021
Warrants exercised			0
Warrant B [Member]
Class Of Warrant Or Right [Line Items]
Vesting increments of Amazon warrants		37,500
Additional warrant to acquire outstanding shares			up to an additional 10% of our outstanding common shares
Additional warrant exercise price		$ 37.50
Additional warrant to buy number of shares vesting		3,750,000
Operating Revenue		$ 4,200,000
Portion of warrant vested	0		0
Additional warrant vesting year		2023-05
Warrant C [Member]
Class Of Warrant Or Right [Line Items]
Right to acquire outstanding common shares	up to an additional 9.9% of our outstanding common shares
Warrant exercise price	$ 52.90		$ 52.90
Vesting increments of Amazon warrants	45,428
Operating Revenue	$ 6,900,000
Portion of warrant vested	0		0
Incremental warrant to buy number of shares vesting.	6,600,000
Warrant vesting year			2026-03
Warrant A, B and C [Member]
Class Of Warrant Or Right [Line Items]
Right to acquire outstanding common shares	up to a total of 39.9% (after the issuance) of our outstanding common shares
Maximum [Member] | Warrant A [Member]
Class Of Warrant Or Right [Line Items]
Warrant providing right to acquire outstanding common shares percentage		20.00%
Maximum [Member] | Warrant B [Member]
Class Of Warrant Or Right [Line Items]
Percentage of additional warrant to acquire outstanding common shares		10.00%
Operating Revenue		$ 420,000,000
Maximum [Member] | Warrant C [Member]
Class Of Warrant Or Right [Line Items]
Warrant providing right to acquire outstanding common shares percentage	9.90%
Operating Revenue	$ 1,000,000,000
Maximum [Member] | Warrant A, B and C [Member]
Class Of Warrant Or Right [Line Items]
Warrant providing right to acquire outstanding common shares percentage	39.90%
Dry Leases [Member]
Class Of Warrant Or Right [Line Items]
Lease term	10 years		10 years
CMI Operation [Member]
Class Of Warrant Or Right [Line Items]
Lease term	7 years		7 years

Amazon - Summary of the Custome

Amazon - Summary of the Customer Incentive Asset (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Warrants And Rights Note Disclosure [Abstract]
Balance at December 31, 2018	$ 184,720
Initial value for vested portion of warrant	0
Amortization of customer incentive asset	(6,286)	$ (2,600)
Balance at March 31, 2019	$ 178,434

Supplemental Balance Sheet an_3

Supplemental Balance Sheet and Cash Flow Information - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Supplemental Balance Sheet And Cash Flow Information [Abstract]
Accounts receivable related to customer contracts excluding dry leasing contracts	$ 200.6	$ 227.1

Supplemental Balance Sheet an_4

Supplemental Balance Sheet and Cash Flow Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Supplemental Balance Sheet And Cash Flow Information [Abstract]
Maintenance	$ 121,472	$ 133,337
Customer maintenance reserves	108,676	104,454
Salaries, wages and benefits	50,843	82,809
Aircraft fuel	46,616	32,641
Deferred revenue	16,343	26,584
Other	113,522	85,844
Accrued liabilities	$ 457,472	$ 465,669

Supplemental Balance Sheet an_5

Supplemental Balance Sheet and Cash Flow Information - Summary of Significant Changes in Revenue Contract Liability Balances (Details) - Non-Dry Lease Revenue Contracts with Customers [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Revenue Recognition [Line Items]
Balance as of December 31, 2018	$ 13,007
Revenue recognized	(34,591)
Amounts collected or invoiced	32,853
Balance as of March 31, 2019	$ 11,269

Supplemental Balance Sheet an_6

Supplemental Balance Sheet and Cash Flow Information - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Supplemental Balance Sheet And Cash Flow Information [Abstract]
Cash and cash equivalents	$ 154,466	$ 221,501
Restricted cash	10,038	11,240
Total Cash, cash equivalents and restricted cash shown in Consolidated Statements of Cash Flows	$ 164,504	$ 232,741	$ 130,404	$ 291,864

Debt - Term Loans - Additional

Debt - Term Loans - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2019USD ($)TermLoan	Mar. 31, 2019USD ($)	Mar. 31, 2018USD ($)
Debt Instrument [Line Items]
Proceeds from insurance		$ 38,133	$ 0
Loss on early extinguishment of debt		245	$ 0
767-300 Freighter Aircraft [Member]
Debt Instrument [Line Items]
Proceeds from insurance	$ 41,100
Number of term loans | TermLoan	2
Repayments of debt	$ 20,700
Loss on early extinguishment of debt	200
Insurance recoveries, net		3,400
Unsecured Term Loan [Member] | First 2019 Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 19,700	$ 19,700
Debt instrument term	5 years
Debt instrument maturity date	2024-03
Debt instrument fixed interest rate	2.73%	2.73%
Debt instrument frequency of periodic payment	principal and interest payable quarterly

Debt - Convertible Notes - Addi

Debt - Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended
	May 31, 2017	Jun. 30, 2015	Mar. 31, 2019
2017 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes aggregate principal amount	$ 289,000		$ 289,000
Convertable notes, interest rate	1.875%
Convertable notes, date of matruity	Jun. 1, 2024
2015 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes aggregate principal amount		$ 224,500	$ 224,500
Convertable notes, interest rate		2.25%
Convertable notes, date of matruity		Jun. 1, 2022

Debt - Schedule of Convertible

Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	May 31, 2017	Jun. 30, 2015
2017 Convertible Notes [Member]
Debt Instrument [Line Items]
Remaining life in months		62 months
Gross proceeds		$ 289,000	$ 289,000
Less: debt discount, net of amortization		(54,430)
Less: debt issuance cost, net of amortization		(4,272)
Net carrying amount		230,298
Equity component	[1]	$ 70,140
2015 Convertible Notes [Member]
Debt Instrument [Line Items]
Remaining life in months		38 months
Gross proceeds		$ 224,500		$ 224,500
Less: debt discount, net of amortization		(26,906)
Less: debt issuance cost, net of amortization		(2,530)
Net carrying amount		195,064
Equity component	[1]	$ 52,903
[1]	Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2019.

Debt - Summary of Interest Expe

Debt - Summary of Interest Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Short Term Debt [Line Items]
Total interest expense recognized	$ 30,353	$ 27,342
Convertible Notes [Member]
Short Term Debt [Line Items]
Contractual interest coupon	2,618	2,618
Amortization of debt discount	4,121	3,871
Amortization of debt issuance costs	372	359
Total interest expense recognized	$ 7,111	$ 6,848

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility - Additional Information (Details) - Revolver [Member] - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2016	Mar. 31, 2019
Debt Instrument [Line Items]
Term of revolving credit facility	4 years	3 years
Borrowing capacity	$ 200,000,000	$ 150,000,000
Outstanding balance			$ 0
Unused availability			$ 143,500,000

Leases and Guarantees - Additio

Leases and Guarantees - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)LeasedAircraft	Dec. 31, 2018USD ($)
Lessee Lease Description [Line Items]
Number of aircraft | LeasedAircraft	21
Number of aircraft operated under operating lease | LeasedAircraft	20
Lessee, operating lease, description	As of March 31, 2019, we lease 21 aircraft, of which 20 are operating leases.  Lease expirations for our leased aircraft range from March 2020 to June 2032.  In addition, we lease a variety of office space, airport station locations, warehouse space, vehicles and equipment, with lease expirations ranging from April 2019 to April 2025.
Net book value on flight equipment dry leased to customers | $	$ 1,668.2	$ 1,717.5
Accumulated depreciation on flight equipment on dry lease | $	$ 247.2	$ 232.4
Minimum [Member]
Lessee Lease Description [Line Items]
Operating lease expiration period	2020-03
Maximum [Member]
Lessee Lease Description [Line Items]
Operating lease expiration period	2032-06
Office Space, Airport Station Locations, Warehouse Space, Vehicles and Equipment [Member] | Minimum [Member]
Lessee Lease Description [Line Items]
Operating lease expiration period	2019-04
Office Space, Airport Station Locations, Warehouse Space, Vehicles and Equipment [Member] | Maximum [Member]
Lessee Lease Description [Line Items]
Operating lease expiration period	2025-04

Leases and Guarantees - Summary

Leases and Guarantees - Summary of Lease-Related Assets and Liabilities Recorded on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use assets	$ 568,393	$ 596,900	$ 0
Finance lease assets	$ 30,419
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:PropertyPlantAndEquipmentNet
Less: Accumulated amortization on finance lease assets	$ (4,010)
Total lease assets	594,802
Operating lease liabilities	143,601		0
Finance lease liabilities	652
Operating lease liabilities	478,231		$ 0
Finance lease liabilities	30,187
Total lease liabilities	$ 652,671

Leases and Guarantees - Summa_2

Leases and Guarantees - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Mar. 31, 2019
Weighted Average Remaining Lease Term in years
Operating Leases	4 years 5 months 12 days
Finance Leases	13 years 3 months
Weighted Average Discount Rate
Operating Leases	4.59%
Finance Leases	17.46%

Leases and Guarantees - Summa_3

Leases and Guarantees - Summary of Lease Costs for Finance and Operating Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating lease costs	$ 39,925
Variable operating lease costs	5,312
Finance lease costs:
Amortization of leased assets	499
Interest on lease liabilities	1,332
Total lease cost	$ 47,068

Leases and Guarantees - Schedul

Leases and Guarantees - Schedule of Supplemental Cash Flow Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 39,543
Operating cash flows for finance lease	1,332
Financing cash flows for finance lease	$ 168

Leases and Guarantees - Sched_2

Leases and Guarantees - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Operating Leases [Abstract]
Operating Leases, 2019	$ 127,436
Operating Leases, 2020	159,948
Operating Leases, 2021	166,624
Operating Leases, 2022	116,162
Operating Leases, 2023	62,332
Operating Leases, Thereafter	54,208
Operating Leases, Total minimum rental payments	686,710
Operating Leases, Less: imputed interest	64,878
Operating Leases	621,832	$ 650,000
Finance Lease [Abstract]
Finance Lease, 2019	4,500
Finance Lease, 2020	6,000
Finance Lease, 2021	6,000
Finance Lease, 2022	6,000
Finance Lease, 2023	6,000
Finance Lease, Thereafter	50,500
Finance Lease, Total minimum rental payments	79,000
Finance Lease, Less: imputed interest	48,161
Finance Lease	30,839
Total [Abstract]
2019	131,936
2020	165,948
2021	172,624
2022	122,162
2023	68,332
Thereafter	104,708
Total minimum rental payments	765,710
Less: imputed interest	113,039
Total	$ 652,671

Leases and Guarantees - Summa_4

Leases and Guarantees - Summary of Minimum Annual Rental Commitments Under Operating Leases (Details) $ in Thousands	Dec. 31, 2018USD ($)
Leases [Abstract]
2019	$ 166,516
2020	159,383
2021	166,056
2022	115,591
2023	61,755
Thereafter	53,430
Total	$ 722,731

Leases and Guarantees - Summa_5

Leases and Guarantees - Summary of Contractual Amount of Minimum Receipts Excluding Taxes Under Dry Leases (Details) - Dry Leases [Member] - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Lessor Lease Description [Line Items]
2019	$ 130,296
2020	166,056
2021	145,173
2022	137,636
2023	104,008
Thereafter	246,466
Total minimum lease receipts	$ 929,635
2019		$ 180,366
2020		169,202
2021		148,413
2022		140,876
2023		107,248
Thereafter		257,248
Total minimum lease receipts		$ 1,003,353

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Reconciliation of differences between the U.S. federal statutory income tax rate and the effective income tax rates
Effective income tax expense rate	19.70%	28.30%
U.S. Internal Revenue Service [Member]
Reconciliation of differences between the U.S. federal statutory income tax rate and the effective income tax rates
Income tax examination tax year under examination	2015

Financial Instruments - Additio

Financial Instruments - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Long Term Investments Details [Abstract]
Long-term investments maturing period	5 years
Gross unrealized gains on short-term investments	$ 0.3
Gross unrealized gains on long-term investments and accrued interest		$ 0.5

Financial Instruments - Summary

Financial Instruments - Summary of Carrying Value, Estimated Fair Value and Classification of Financial Instruments (Details) - USD ($) $ in Thousands		Mar. 31, 2019	Dec. 31, 2018
Assets
Short-term investments		$ 11,425	$ 15,624
Restricted cash		10,038	11,240
Liabilities
Customer warrant		178,434	184,720
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents		154,466	221,501
Short-term investments		11,425	15,624
Restricted cash		10,038	11,240
Long-term investments and accrued interest			635
Financial instruments assets		175,929	249,000
Liabilities
Term loans and notes		1,980,135	2,048,972
Convertible notes	[1]	425,362	420,868
Customer warrant		145,575	99,000
Financial instruments liabilities		2,551,072	2,568,840
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents		154,466	221,501
Short-term investments		11,730	15,624
Restricted cash		10,038	11,240
Long-term investments and accrued interest			1,138
Financial instruments assets		176,234	249,503
Liabilities
Term loans and notes		2,005,404	1,976,373
Convertible notes	[1]	547,238	490,070
Customer warrant		145,575	99,000
Financial instruments liabilities		2,698,217	2,565,443
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents		154,466	221,501
Short-term investments		0	0
Restricted cash		10,038	11,240
Long-term investments and accrued interest			0
Financial instruments assets		164,504	232,741
Liabilities
Term loans and notes		0	0
Convertible notes	[1]	547,238	490,070
Customer warrant		0	0
Financial instruments liabilities		547,238	490,070
Fair Value, Inputs, Level 2 [Member]
Assets
Cash and cash equivalents		0	0
Short-term investments		0	0
Restricted cash		0	0
Long-term investments and accrued interest			0
Financial instruments assets		0	0
Liabilities
Term loans and notes		0	0
Convertible notes	[1]	0	0
Customer warrant		145,575	99,000
Financial instruments liabilities		145,575	99,000
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents		0	0
Short-term investments		11,730	15,624
Restricted cash		0	0
Long-term investments and accrued interest			1,138
Financial instruments assets		11,730	16,762
Liabilities
Term loans and notes		2,005,404	1,976,373
Convertible notes	[1]	0	0
Customer warrant		0	0
Financial instruments liabilities		$ 2,005,404	$ 1,976,373
[1]	Carrying value is net of debt discounts and debt issuance costs.  Hedge transactions associated with the Convertible Notes are reflected in additional paid-in-capital (see Note 6 to our Financial Statements).

Segment Reporting - Additional

Segment Reporting - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)Segment	Mar. 31, 2018USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment	3
Operating Revenue	$ 679,683	$ 590,014
DHL [Member]
Segment Reporting Information [Line Items]
Operating Revenue	$ 89,700	$ 67,000

Segment Reporting - Operating R

Segment Reporting - Operating Revenue and Direct Contribution For Our Reportable Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Revenue:
Customer incentive asset amortization	$ (6,286)	$ (2,596)
Other	4,342	4,641
Total Operating Revenue	679,683	590,014
Direct Contribution:
Total Direct Contribution for Reportable Segments	104,666	86,509
Unallocated income and expenses, net	(80,136)	(65,063)
Loss on early extinguishment of debt	(245)	0
Unrealized loss on financial instruments	(46,575)	(7,740)
Transaction-related expenses	(2,527)	(270)
Income (loss) from continuing operations before income taxes	(24,817)	13,436
Interest income	(2,044)	(1,724)
Interest expense	30,353	27,342
Capitalized interest	(463)	(1,750)
Loss on early extinguishment of debt	245	0
Unrealized loss on financial instruments	46,575	7,740
Other income, net	(2,975)	(4,475)
Operating Income, net	46,874	40,569
ACMI [Member]
Operating Revenue:
Operating Revenue	306,567	266,380
Direct Contribution:
Total Direct Contribution for Reportable Segments	40,006	40,872
Charter [Member]
Operating Revenue:
Operating Revenue	305,114	285,197
Direct Contribution:
Total Direct Contribution for Reportable Segments	29,133	34,278
Dry Leasing [Member]
Operating Revenue:
Operating Revenue	69,946	36,392
Direct Contribution:
Total Direct Contribution for Reportable Segments	$ 35,527	$ 11,359

Segment Reporting - Schedule of

Segment Reporting - Schedule of Disaggregated Charter Segment Revenue by Customer and Service Type (Details) - Charter [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Total Charter Revenue	$ 305,114	$ 285,197
Commercial Customers [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	156,511	133,219
AMC [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	148,603	151,978
Cargo [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	206,350	205,601
Cargo [Member] | Commercial Customers [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	148,904	131,173
Cargo [Member] | AMC [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	57,446	74,428
Passenger [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	98,764	79,596
Passenger [Member] | Commercial Customers [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	7,607	2,046
Passenger [Member] | AMC [Member]
Segment Reporting Information [Line Items]
Total Charter Revenue	$ 91,157	$ 77,550

Labor and Legal Proceedings - A

Labor and Legal Proceedings - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Brazilian Customs Claim [Member]
Loss Contingencies [Line Items]
Brazilian claims in the aggregate	$ 5.2
Amounts on deposit for Brazilian claims included in deferred costs and other assets	$ 4.1	$ 4.1
Atlas Pilots [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period	5 years
Southern Air Pilots [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period	4 years
Atlas and Polar Dispatchers [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period	5 years

Earnings Per Share - Calculatio

Earnings Per Share - Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Income (loss) from continuing operations, net of taxes	$ (29,710)	$ 9,628
Denominator:
Basic EPS weighted average shares outstanding	25,735	25,436
Effect of dilutive restricted stock	0	520
Diluted EPS weighted average shares outstanding	25,735	25,956
Earnings (loss) per share from continuing operations:
Basic	$ (1.15)	$ 0.38
Diluted	(1.15)	0.37
Loss per share from discontinued operations:
Basic	0	0
Diluted	0	0
Earnings (loss) per share:
Basic	(1.15)	0.38
Diluted	$ (1.15)	$ 0.37

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Restricted shares and units in which performance or market conditions were not satisfied	10.6	6.9
Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation of diluted EPS	7.8	7.8

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ 2,067,964	$ 1,789,856
Reclassification to interest expense	344	385
Tax effect	(81)	(57)
Reclassification of taxes		(970)
Ending Balance	2,034,949	1,792,299
Interest Rate Derivatives [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(3,841)	(4,002)
Reclassification to interest expense	344	385
Tax effect	(81)	(57)
Reclassification of taxes		(970)
Ending Balance	(3,578)	(4,644)
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	9	9
Tax effect	0	0
Reclassification of taxes		0
Ending Balance	9	9
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(3,832)	(3,993)
Ending Balance	$ (3,569)	$ (4,635)

Accumulated Other Comprehensi_4

Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accumulated Other Comprehensive Income Loss [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 4.7
Net realized losses reclassified into earnings	0.3	$ 0.4
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 1.3