Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Nov. 09, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Air Transport Services Group, Inc. | ||
Entity Central Index Key | 894,081 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q3 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 59,121,112 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 660,069,868 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 53,891 | $ 16,358 |
Accounts receivable, net of allowance of $1,352 in 2017 and $1,264 in 2016 | 65,563 | 77,247 |
Inventory | 17,282 | 19,925 |
Prepaid supplies and other | 23,699 | 19,123 |
TOTAL CURRENT ASSETS | 160,435 | 132,653 |
Property and equipment, net | 1,111,201 | 1,000,992 |
Hedging Assets, Noncurrent | 60,605 | 0 |
Goodwill and acquired intangibles | 45,317 | 45,586 |
Lease incentive | 84,910 | 54,730 |
Intangibles | 8,038 | 8,453 |
Convertible note hedges | 24,435 | 25,369 |
Goodwill | 37,279 | 37,133 |
TOTAL ASSETS | 1,486,903 | 1,259,330 |
CURRENT LIABILITIES: | ||
Accounts payable | 75,820 | 60,704 |
Accrued salaries, wages and benefits | 30,260 | 37,044 |
Accrued expenses | 10,745 | 10,324 |
Current portion of debt obligations | 19,247 | 29,306 |
Unearned revenue | 29,186 | 18,407 |
TOTAL CURRENT LIABILITIES | 165,258 | 155,785 |
Long term debt | 473,924 | 429,415 |
Convertible note option | 61,230 | 0 |
Post-retirement obligations | 72,876 | 77,713 |
Other liabilities | 48,039 | 52,542 |
Stock Warrants | 229,965 | 89,441 |
Deferred income taxes | 143,337 | 122,532 |
TOTAL LIABILITIES | 1,194,629 | 927,428 |
Commitments and contingencies (Note H) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock | 0 | 0 |
Common stock, par value $0.01 per share; 85,000,000 shares authorized; 59,123,112 and 59,461,291 shares issued and outstanding in 2017 and 2016, respectively | 591 | 595 |
Additional paid-in capital | 471,950 | 443,416 |
Accumulated deficit | (108,865) | (32,243) |
Accumulated other comprehensive loss | (71,402) | (79,866) |
TOTAL STOCKHOLDERS’ EQUITY | 292,274 | 331,902 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,486,903 | $ 1,259,330 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets, Current [Abstract] | ||
Allowance for doubtful accounts | $ 1,352 | $ 1,264 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 85,000,000 | 85,000,000 |
Common stock, shares issued (in shares) | 59,123,112 | 59,461,291 |
Common stock, shares outstanding (in shares) | 59,123,112 | 59,461,291 |
Preferred Stock [Member] | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, shares authorized (in shares) | 75,000 | 75,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | $ 254,101 | $ 193,261 | $ 745,229 | $ 547,195 |
OPERATING EXPENSES | ||||
Salaries, wages and benefits | 66,706 | 59,405 | 205,379 | 165,471 |
Fuel | 34,035 | 24,372 | 101,134 | 58,171 |
Maintenance, materials and repairs | 33,100 | 30,196 | 100,970 | 90,968 |
Depreciation and amortization | 37,605 | 33,939 | 111,828 | 99,605 |
Travel | 6,357 | 5,440 | 20,543 | 14,926 |
Contracted ground and aviation services | 40,445 | 12,865 | 93,283 | 32,664 |
Rent | 3,052 | 3,309 | 10,091 | 8,515 |
Landing and ramp | 4,682 | 3,220 | 14,338 | 9,523 |
Insurance | 1,234 | 1,099 | 3,451 | 3,335 |
Other operating expenses | 7,962 | 4,960 | 24,588 | 18,409 |
Operating Expenses | 235,178 | 178,805 | 685,605 | 501,587 |
OPERATING INCOME | 18,923 | 14,456 | 59,624 | 45,608 |
OTHER INCOME (EXPENSE) | ||||
Interest income | 37 | 37 | 85 | 98 |
Interest expense | (4,351) | (2,897) | (11,658) | (8,229) |
Net loss on financial instruments | (34,433) | (8,473) | (100,213) | (3,443) |
Charges from non-consolidating affiliate | (945) | 0 | (945) | 0 |
Other Nonoperating Income (Expense) | (39,692) | (11,333) | (112,731) | (11,574) |
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (20,769) | 3,123 | (53,107) | 34,034 |
INCOME TAX EXPENSE | (7,460) | (1,007) | (19,244) | (12,219) |
EARNINGS (LOSS) FROM CONTINUING OPERATIONS | (28,229) | 2,116 | (72,351) | 21,815 |
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES | (4,655) | 47 | (4,271) | 141 |
NET EARNINGS (LOSS) | $ (32,884) | $ 2,163 | $ (76,622) | $ 21,956 |
BASIC EARNINGS (LOSS) PER SHARE | ||||
Basic earnings per share from continuing operations (in dollars per share) | $ (0.48) | $ 0.04 | $ (1.23) | $ 0.35 |
Discontinued operations (in dollars per share) | (0.08) | 0 | (0.07) | 0 |
TOTAL BASIC EARNINGS PER SHARE (in dollars per share) | (0.56) | 0.04 | (1.30) | 0.35 |
DILUTED EARNINGS (LOSS) PER SHARE | ||||
Diluted earnings per share from continuing operations (in dollars per share) | (0.48) | 0.04 | (1.23) | 0.34 |
Discontinued operations (in dollars per share) | (0.08) | 0 | (0.07) | 0 |
TOTAL DILUTED NET EARNINGS PER SHARE (in dollars per share) | $ (0.56) | $ 0.04 | $ (1.30) | $ 0.34 |
WEIGHTED AVERAGE SHARES | ||||
Basic (in shares) | 58,733 | 59,379 | 58,965 | 62,084 |
Diluted (in shares) | 58,733 | 60,283 | 58,965 | 64,024 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
NET EARNINGS (LOSS) | $ (32,884) | $ 2,163 | $ (76,622) | $ 21,956 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (15) | (256) | 121 | 54 |
OTHER COMPREHENSIVE INCOME: | ||||
TOTAL COMPREHENSIVE INCOME (LOSS), NET OF TAXES | (27,099) | 4,062 | (68,158) | 28,475 |
Pension Plans [Member] | ||||
Other comprehensive income, net of tax | 5,763 | 2,146 | 8,232 | 6,438 |
OTHER COMPREHENSIVE INCOME: | ||||
Income tax (expense) or benefit | (3,283) | (1,222) | (4,689) | (3,666) |
Post-Retirement Plans [Member] | ||||
Other comprehensive income, net of tax | 37 | 9 | 111 | 27 |
OTHER COMPREHENSIVE INCOME: | ||||
Income tax (expense) or benefit | $ (21) | $ (5) | $ (63) | $ (15) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Purchase of common stock | $ (11,184) | $ (62,155) |
Withholding taxes paid for conversion of employee stock awards | (1,436) | (1,231) |
OPERATING ACTIVITIES: | ||
Net earnings (loss) from continuing operations | (72,351) | 21,815 |
Net earnings (loss) from discontinued operations | 4,271 | (141) |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 121,589 | 101,971 |
Pension and post-retirement | 18,916 | 10,146 |
Deferred income taxes | 15,986 | 12,057 |
Amortization of stock-based compensation | 2,648 | 2,248 |
Net loss on financial instruments | 276 | |
Changes in assets and liabilities: | ||
Accounts receivable | 11,770 | 2,750 |
Inventory and prepaid supplies | (2,661) | (4,203) |
Accounts payable | 11,698 | 726 |
Unearned revenue | 6,995 | (2,883) |
Accrued expenses, salaries, wages, benefits and other liabilities | (7,357) | 4,267 |
Pension and post-retirement assets | (10,658) | (10,551) |
Other | (1,244) | 1,670 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 191,273 | 143,597 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (218,759) | (182,106) |
Proceeds from property and equipment | 9 | 7 |
Investment in nonconsolidated affiliate | (6,900) | 0 |
NET CASH (USED IN) INVESTING ACTIVITIES | (215,675) | (182,099) |
FINANCING ACTIVITIES: | ||
Principal payments on long term obligations | (250,131) | (23,623) |
Proceeds from borrowings | 90,000 | 155,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 61,935 | 67,991 |
Proceeds from convertible notes | 258,750 | 0 |
Payments for financing costs | (6,469) | 0 |
Purchase convertible note hedge | (56,097) | 0 |
Proceeds from issuance of warrants | 38,502 | 0 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 37,533 | 29,489 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 16,358 | 17,697 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 53,891 | 47,186 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid, net of amount capitalized | 11,229 | 7,793 |
Federal alternative minimum and state income taxes paid | 1,285 | 761 |
SUPPLEMENTAL NON-CASH INFORMATION: | ||
Accrued capital expenditures | 12,561 | 19,721 |
Net (gain) loss on financial instruments | (100,213) | (3,443) |
Redemption of long term deposits | $ 9,975 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2017 $ in Thousands | USD ($)shares |
Balance at at Dec. 31, 2016 | $ 331,902 |
Balance at (in shares) at Dec. 31, 2016 | shares | 59,461,291 |
Stock-based compensation plans | |
Total comprehensive income (loss) | $ (68,158) |
Balance at at Sep. 30, 2017 | $ 292,274 |
Balance at (in shares) at Sep. 30, 2017 | shares | 59,123,112 |
Summary of Financial Statement
Summary of Financial Statement Preparation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Financial Statement Preparation and Significant Accounting Policies | SUMMARY OF FINANCIAL STATEMENT PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Air Transport Services Group, Inc. is a holding company whose principal subsidiaries include an aircraft leasing company and two U.S. certificated airlines. The Company provides airline operations, aircraft leases, aircraft maintenance and other support services primarily to the cargo transportation and package delivery industries. Through the Company's subsidiaries, it offers a range of complementary services to delivery companies, freight forwarders, airlines and government customers. The Company's leasing subsidiary, Cargo Aircraft Management, Inc. (“CAM”), leases aircraft to each of the Company's airlines as well as to non-affiliated airlines and other lessees. The airlines, ABX Air, Inc. (“ABX”) and Air Transport International, Inc. (“ATI”), each have the authority, through their separate U.S. Department of Transportation ("DOT") and Federal Aviation Administration ("FAA") certificates, to transport cargo worldwide. ATI provides passenger transportation, primarily to the U.S. Military, using "combi" aircraft, which are certified to carry passengers as well as cargo on the main deck. The Company provides air transportation services to a concentrated base of customers. The Company provides a combination of aircraft, crews, maintenance and insurance services for a customer's transportation network through "CMI" and "ACMI" agreements and through charter contracts in which aviation fuel is also included. In addition to its airline operations and aircraft leasing services, the Company sells aircraft parts, provides aircraft maintenance and modification services, equipment maintenance services, and operates mail and package sorting facilities. Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and such principles are applied on a basis consistent with the financial statements reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC related to interim financial statements. In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented. Due to seasonal fluctuations, among other factors common to the air cargo industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year or any interim period. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. The accounting estimates reflect the best judgment of management, but actual results could differ materially from those estimates. The accompanying condensed consolidated financial statements include the accounts of Air Transport Services Group, Inc. and its wholly-owned subsidiaries. Investments in an affiliate in which the Company has significant influence but does not exercise control are accounted for using the equity method of accounting. Using the equity method, the Company’s share of the nonconsolidated affiliate's income or loss is recognized in the consolidated statement of earnings and cumulative post-acquisition changes in the investment are adjusted against the carrying amount of the investment. Inter-company balances and transactions are eliminated. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing" clarifying the accounting under ASU 2014-09 for licenses of intellectual property and for identifying distinct performance obligations in a contract. ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 with earlier adoption permitted for reporting periods beginning after December 15, 2016. ASU 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities would recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. The Company plans to adopt the standard using the modified retrospective method. The Company is currently evaluating the effect the standard is expected to have on the Company's consolidated financial position, results of operations, cash flows and related disclosures. The evaluation includes each of the five steps identified in the ASU 2014-09 revenue recognition model, which are as follows: 1) identify the contract with the customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) performance obligations are satisfied. The Company's lease contracts within the scope of ASC 840, Leases, are specifically excluded from ASU 2014-09. As the Company completes its evaluation of this new standard, new information may arise that could change the Company's current understanding of the impact to revenue and expense recognized. Management is monitoring recent industry activities and other guidance provided by regulators, standards setters, and the accounting profession that may impact the Company's recognition of revenue. In July 2015, FASB issued ASU "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 more closely aligns the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards ("IFRS"). The amendment in ASU 2015-11 is for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the impact of adopting ASU 2015-11 to be material to the Company's financial statements and related disclosures. In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07"). ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost would be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The standard is effective for annual periods beginning after December 15, 2017 and should be applied retrospectively. The Company anticipates the standard will impact the Operating Income subtotal as reported in the Company's Consolidated Statement of Operations by excluding interest expense, investment returns and other non service cost components of retiree benefit expenses. Information about interest expense, investment returns and other components of retiree benefit expenses can be found in Note I. In February 2016, the FASB issued ASU "Leases (Topic 842)" ("ASU 2016-02"), which will require the recognition of right to-use-assets and lease liabilities for leases previously classified as operating leases by lessees. The standard will take effect for annual reporting periods beginning after December 15, 2018, including interim reporting periods. Early application will be permitted for all entities. In addition, the FASB has decided to require a lessee to apply a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements (the date of initial application). The modified retrospective approach would not require any transition accounting for leases that expired before the date of initial application. The FASB decided to not permit a full retrospective transition approach. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. In August 2016, the FASB issued ASU, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). ASU 2016-15 clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable. The Company is currently evaluating the impact of the adoption of the standard on its financial statements and disclosures. In November 2016, the FASB issued ASU "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). ASU 2016-18 requires that the statement of cash flows explain the changes in the combined total of restricted and unrestricted cash balance. Amounts generally described as restricted cash or restricted cash equivalents will be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. Further, the ASU requires a reconciliation of balances from the statement of cash flows to the balance sheet in situations in which the balance sheet includes more than one line item of cash, cash equivalents, and restricted cash. Companies will also be disclosing the nature of the restrictions. ASU 2016-18 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. In January 2017, the FASB issued ASU "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 will simplify the subsequent measurement of goodwill by eliminating the second step from the goodwill impairment test. ASU 2017-04 would require applying a one-step quantitative test and recording the amount of goodwill impairment as the excess of the reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The amendments in ASU 2017-04 are effective for annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. |
Significant Customers
Significant Customers | 9 Months Ended |
Sep. 30, 2017 | |
Significant Customers [Abstract] | |
Significant Customers | SIGNIFICANT CUSTOMERS DHL The Company has had long term contracts with DHL Network Operations (USA), Inc. and its affiliates ("DHL") since August 2003. Revenues from aircraft leases and related services performed for DHL were approximately 25% and 25% of the Company's consolidated revenues from continuing operations for the three and nine month periods ending September 30, 2017, respectively compared to 34% and 35% for the corresponding periods of 2016. The Company’s balance sheets include accounts receivable with DHL of $3.7 million and $7.3 million as of September 30, 2017 and December 31, 2016, respectively. The Company leases 16 Boeing 767 aircraft to DHL under both long-term and short-term lease agreements. Under a separate crew, maintenance and insurance (“CMI”) agreement, the Company operates Boeing 767 aircraft that DHL leases from the Company. Pricing for services provided through the CMI agreement is based on pre-defined fees, scaled for the number of aircraft operated and the number of flight crews provided to DHL for its U.S. network. The Company provides DHL with scheduled maintenance services for aircraft that DHL leases. The Company also provides Boeing 767 and Boeing 757 air cargo transportation services for DHL through additional ACMI agreements in which the Company provides the aircraft, crews, maintenance and insurance under a single contract. Revenues generated from the ACMI agreements are typically based on hours flown and a contracted minimum number of block hours. The Company also provides ground equipment, such as power units, air starts and related maintenance services to DHL under separate agreements. Amazon The Company has been providing freighter aircraft and services for cargo handling and logistical support for Amazon Fulfillment Services, Inc. ("AFS"), a subsidiary of Amazon.com, Inc. ("Amazon") since September 2015. On March 8, 2016, the Company entered into an Air Transportation Services Agreement (the “ATSA”) with AFS pursuant to which CAM will lease 20 Boeing 767 freighter aircraft to AFS, including 12 Boeing 767-200 freighter aircraft for a term of five years and eight Boeing 767-300 freighter aircraft for a term of seven years. The ATSA, which has a term of five years, also provides for the operation of those aircraft by the Company’s airline subsidiaries, and the performance of hub and gateway services by the Company's subsidiary LGSTX Services Inc. ("LGSTX"). CAM owns all of the Boeing 767 aircraft that are leased and operated under the ATSA. The ATSA became effective on April 1, 2016. As of September 30, 2017, the Company has met its 20 aircraft commitment. Revenues from aircraft leases and related services performed for AFS comprised approximately 45% and 42% of the Company's consolidated revenues from continuing operations for the three and nine month periods ending September 30, 2017 respectively, compared to 31% and 24% for the corresponding periods of 2016. The Company’s balance sheets include accounts receivable with AFS of $25.9 million and $24.6 million as of September 30, 2017 and December 31, 2016, respectively. In conjunction with the execution of the ATSA, the Company and Amazon entered into an Investment Agreement and a Stockholders Agreement on March 8, 2016. The Investment Agreement calls for the Company to issue warrants in three tranches which will grant Amazon the right to acquire up to 19.9% of the Company’s outstanding common shares as described below. The first tranche of warrants, issued upon execution of the Investment Agreement, granted Amazon the right to purchase approximately 12.81 million ATSG common shares, with the right to purchase 7.69 million common shares vesting upon issuance on March 8, 2016, and the right to purchase the remaining 5.12 million common shares vesting as the Company delivered additional aircraft leased under the ATSA, or as the Company achieved specified revenue targets in connection with the ATSA. The second tranche of warrants grants Amazon a right to purchase approximately 1.59 million ATSG common shares, and will be issued and vest on March 8, 2018. The third tranche of warrants will be issued and vest on September 8, 2020. The third tranche of warrants will grant Amazon the right to purchase such additional number of ATSG common shares as is necessary to bring Amazon’s ownership to 19.9% of the Company’s pre-transaction outstanding common shares measured on a GAAP-diluted basis, adjusted for share issuances and repurchases by the Company following the date of the Investment Agreement and after giving effect to the warrants granted. The exercise price of the warrants will be $9.73 per share, which represents the closing price of ATSG’s common shares on February 9, 2016. Each of the three tranches of warrants will be exercisable in accordance with its terms through March 8, 2021. The Company anticipates making available the common shares required for the underlying warrants through a combination of share repurchases and the issuance of additional shares. The Company’s accounting for the warrants has been determined in accordance with the financial reporting guidance for equity-based payments to non-employees and for financial instruments. During the first nine months of 2017, 3.8 million additional warrants vested in conjunction with the execution of six aircraft leases during 2017. As of September 30, 2017, the Company's liabilities reflected 14.90 million warrants having a fair value of $15.44 per share. As of September 30, 2017, the re-measurements of the warrants to fair value resulted in a third quarter non-operating loss of $35.0 million before the effect of income taxes. The Company's earnings in future periods will be impacted by the number of warrants granted, the re-measurements of warrant fair value, amortizations of the lease incentive asset and the related income tax effects. For income tax calculations, the value and timing of related tax deductions will differ from the guidance described above for financial reporting. U.S. Military A substantial portion of the Company's revenues is also derived from the U.S. Military. The U.S. Military awards flights to U.S. certificated airlines through annual contracts and through temporary "expansion" routes. Revenues from services performed for the U.S. Military were approximately 7% and 7% of the Company's total revenues from continuing operations for the three and nine month periods ending September 30, 2017 , respectively, compared to 12% and 13% for the corresponding periods of 2016. The Company's balance sheets included accounts receivable with the U.S. Military of $5.3 million and $7.0 million as of September 30, 2017 and December 31, 2016, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | GOODWILL, INTANGIBLES AND EQUITY INVESTMENTS On December 30, 2016, the Company purchased 100% of the outstanding stock of Pemco World Air Services Inc., ("Pemco") for cash consideration in a debt-free acquisition. The purchase price has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of net assets acquired was recorded as goodwill and reflects the strategic value of marketing Pemco's aircraft conversion capabilities and current aircraft hangar operations with the Company's comprehensive set of air transportation solutions. Identified intangible assets include Supplemental Type Certificates ("STCs") granting approval by the FAA for Pemco to market and complete certain aircraft modifications. The Company is in the process of refining its estimates of certain assets including goodwill and intangible assets, therefore the allocation of purchase price is preliminary at this time. The consolidated statements of operations include the revenues and expenses for Pemco for the periods after its acquisition by the Company. The consolidated statements of operations reflect the reclassification of certain previously reported operating expenses to conform to the current presentation. The carrying amounts of goodwill are as follows (in thousands): CAM All Other Total Carrying value as of December 31, 2016 $ 34,395 $ 2,738 $ 37,133 Purchase price adjustment — 146 146 Carrying value as of September 30, 2017 $ 34,395 $ 2,884 $ 37,279 The Company's acquired intangible assets are as follows (in thousands): Airline Amortizing Certificates Intangibles Total Carrying value as of December 31, 2016 $ 3,000 $ 5,453 $ 8,453 Amortization — (415 ) (415 ) Carrying value as of September 30, 2017 $ 3,000 $ 5,038 $ 8,038 The airline certificates have an indefinite life and therefore are not amortized. The Company amortizes finite-lived intangibles assets, including customer relationship and STC intangibles, over 4 to 7 years. In January 2014, the Company acquired a 25 percent equity interest in West Atlantic AB of Gothenburg, Sweden ("West"). West, through its two airlines, Atlantic Airlines Ltd. and West Air Sweden AB, operates a fleet of aircraft on behalf of European regional mail carriers and express logistics providers. The airlines operate a combined fleet of British Aerospace ATPs, Bombardier CRJ-200-PFs, and Boeing 767 and 737 aircraft. West leases three Boeing 767 aircraft from the Company. The Company accounts for West using the equity method of accounting. The Company’s carrying value of West was $7.9 million and $9.9 million at September 30, 2017 and December 31, 2016, respectively, including $5.5 million of excess purchase price over the Company's fair value of West's net assets in January of 2014. The carrying value is reflected in “Other Assets” in the Company’s consolidated balance sheets. On August 3, 2017 the Company entered into a joint-venture agreement with Precision Aircraft Solutions, LLC, to develop a passenger-to-freighter conversion program for Airbus A321-200 aircraft. The Company anticipates approval of a supplemental type certificate from the FAA in 2019. The Company expects to make contributions equal to its 49% ownership percentage of the program's total costs over the next two years. The Company accounts for its investment in the joint venture under the equity method of accounting. During the third quarter, the company contributed $6.3 million to the joint venture. The carrying value of the joint venture,reflected in “Other Assets” in the Company’s consolidated balance sheets, was $5.3 million at September 30, 2017. Stock warrants issued to a lessee (see Note B) as an incentive are recorded as a lease incentive asset using their fair value at the time that the lessee has met its performance obligation and amortized against revenues over the duration of related aircraft leases. The Company's lease incentive granted to the lessee was as follows (in thousands): Lease Incentive Carrying value as of December 31, 2016 $ 54,730 Value of warrants granted 39,940 Amortization (9,760 ) Carrying value as of September 30, 2017 $ 84,910 The lease incentive began to amortize in April 2016, with the commencement of certain aircraft leases over the duration of the related leases. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company’s money market funds and interest rate swaps are reported on the Company’s consolidated balance sheets at fair values based on market values from identical or comparable transactions. The fair value of the Company’s money market funds, stock warrant obligations, convertible note, convertible note hedges and interest rate swaps are based on observable inputs (Level 2) from comparable market transactions. The fair value of the stock warrant obligations were determined using a Black-Scholes pricing model which considers the Company’s common stock price and various assumptions, such as the volatility of the Company’s common stock, the expected dividend yield, and the risk-free interest rate. The fair value of the note conversion obligations and the convertible note hedges were estimated using a Black-Scholes pricing model and incorporate the terms and conditions of the underlying financial instruments. The valuations are, among other things, subject to changes in both the Company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. While the change in fair value of the note conversion obligations and the convertible note hedges are generally expected to move in opposite directions, the net change in any given period may be material. The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2017 Fair Value Measurement Using Total Level 1 Level 2 Level 3 Assets Cash equivalents—money market $ — $ 50,800 $ — $ 50,800 Interest rate swaps — 546 — 546 Convertible note hedges — 60,605 — 60,605 Total Assets $ — $ 111,951 $ — $ 111,951 Liabilities Interest rate swaps $ — $ (351 ) $ — $ (351 ) Note conversion obligations — (61,230 ) — (61,230 ) Stock warrant obligations — (229,965 ) — (229,965 ) Total Liabilities $ — $ (291,546 ) $ — $ (291,546 ) As of December 31, 2016 Fair Value Measurement Using Total Level 1 Level 2 Level 3 Assets Cash equivalents—money market $ — $ 482 $ — $ 482 Interest rate swap — 547 — 547 Total Assets $ — $ 1,029 $ — $ 1,029 Liabilities Interest rate swap $ — $ (77 ) $ — $ (77 ) Stock warrant obligation — (89,441 ) — (89,441 ) Total Liabilities $ — $ (89,518 ) $ — $ (89,518 ) The fair value of the Company’s fixed and variable debt obligations, based on Level 2 observable inputs, was approximately $12.4 million more than the carrying value, which was $493.2 million at September 30, 2017 . As of December 31, 2016, the fair value of the Company’s fixed and variable debt obligations was approximately $0.2 million more than the carrying value, which was $458.7 million . The non-financial assets, including goodwill, intangible assets and property and equipment are measured at fair value on a non-recurring basis. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT The Company's property and equipment consists primarily of cargo aircraft, aircraft engines and other flight equipment. Property and equipment, to be held and used, is summarized as follows (in thousands): September 30, December 31, Flight equipment $ 1,689,027 $ 1,541,872 Ground equipment 51,209 49,229 Leasehold improvements, facilities and office equipment 27,385 27,364 Aircraft modifications and projects in progress 157,251 113,518 1,924,872 1,731,983 Accumulated depreciation (813,671 ) (730,991 ) Property and equipment, net $ 1,111,201 $ 1,000,992 CAM owned aircraft with a carrying value of $632.3 million and $524.3 million that were under leases to external customers as of September 30, 2017 and December 31, 2016, respectively. The Company’s accounting policy for major airframe and engine maintenance varies by subsidiary and aircraft type. The costs for ABX's Boeing 767-200 airframe maintenance are expensed as they are incurred. The costs of major airframe maintenance for the Company's other aircraft are capitalized and amortized over the useful life of the overhaul. Many of the Company's General Electric CF6 engines that power the Boeing 767-200 aircraft are maintained under “power by the hour” and "power by the cycle" agreements with an engine maintenance provider. Further, in May 2017, the Company entered into similar maintenance agreements for certain General Electric CF6 engines that power many of the Company's Boeing 767-300 aircraft. Under these agreements, the engines are maintained by the service provider for a fixed fee per cycle and/or flight hour. As a result, the cost of maintenance for these engines is generally expensed as flights occur. During their term, these maintenance agreements contain provisions for a minimum level of flight activity. Maintenance for the airlines’ other aircraft engines, including those powering Boeing 757 aircraft, are typically contracted to service providers on a time and material basis and the costs of those engine overhauls are capitalized and amortized over the useful life of the overhaul. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS Long term obligations consisted of the following (in thousands): September 30, December 31, 2017 2016 Unsubordinated term loan $ 74,311 $ 85,636 Revolving credit facility 220,000 355,000 Aircraft loans 4,374 18,085 Convertible debt 194,486 — Total long term obligations 493,171 458,721 Less: current portion (19,247 ) (29,306 ) Total long term obligations, net $ 473,924 $ 429,415 The Company executed a syndicated credit agreement ("Senior Credit Agreement") in May 2011 which includes an unsubordinated term loan and a revolving credit facility. Effective March 31, 2017, the Company executed an amendment to the Senior Credit Agreement. The March 2017 amendment extended the maturity of the term loan and revolving facility to May 30, 2022, increased the capacity of the revolving credit facility by $120.0 million to $545.0 million and preserved the accordion feature such that the Company can still draw up to an additional $100.0 million subject to the lenders' consent. Each year, through May 6, 2019, the Company may request a one year extension of the final maturity date, subject to the lenders' consent. In September 2017, the Company executed amendments to the Senior Credit agreement. These amendments increased the revolving credit facility's permitted additional indebtedness to $300.0 million for convertible notes described below. The amendments also increased the amount of dividends the Company can pay and the amount of common stock it can repurchase to $100.0 million during any calendar year, provided the Company's total secured debt to earnings before interest, taxes, depreciation and amortization expenses ("EBITDA") ratio is under 3.00 times, after giving effect to the dividend or repurchase. Under the terms of the Senior Credit Agreement, the Company is required to maintain collateral coverage equal to 125% of the outstanding balances of the term loan and the maximum capacity of the revolving credit facility or 150% of the outstanding balance of the term loan and the total funded revolving credit facility, whichever is less. The minimum collateral coverage which must be maintained is 50% of the outstanding balance of the term loan plus the revolving credit facility commitment which was $545.0 million . The balances of the unsubordinated term loan are net of debt issuance costs of $0.7 million and $0.6 million for the periods ending September 30, 2017 and December 31, 2016, respectively. Under the terms of the Senior Credit Agreement, interest rates are adjusted quarterly based on the Company's EBITDA, its outstanding debt level and prevailing LIBOR or prime rates. At the Company's current secured debt-to-EBITDA ratio, the LIBOR based financing for the unsubordinated term loan and revolving credit facility bear a variable interest rate of 3.24% and 3.24% , respectively. The Senior Credit Agreement provides for the issuance of letters of credit on the Company's behalf. As of September 30, 2017, the unused revolving credit facility totaled $315.7 million , net of draws of $220.0 million and outstanding letters of credit of $9.3 million . The aircraft loans are collateralized by two aircraft, and amortize monthly with a balloon payment of approximately 20% with maturities between 2017 and early 2018. Interest rates range from 6.74% to 6.82% per annum payable monthly. The Senior Credit Agreement is collateralized by certain of the Company's Boeing 767 and 757 aircraft that are not collateralized under aircraft loans. The Senior Credit Agreement contains covenants including, among other things, limitations on certain additional indebtedness, guarantees of indebtedness, as well as a total debt to EBITDA ratio and a fixed charge coverage ratio. The Senior Credit Agreement stipulates events of default, including unspecified events that may have material adverse effects on the Company. If an event of default occurs, the Company may be forced to repay, renegotiate or replace the Senior Credit Agreement. In September 2017, the Company issued $258.8 million aggregate principal amount of 1.125% Convertible Senior Notes due 2024 ("Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes bear interest at a rate of 1.125% per year payable semi-annually in arrears on April 15 and October 15 each year, beginning April 15, 2018. The Notes mature on October 15, 2024, unless repurchased or converted in accordance with their terms prior to such date. The Notes are unsecured indebtedness, subordinated to the Company's existing and future secured indebtedness and other liabilities, including trade payables. Conversion of the Notes can only occur upon satisfaction of certain conditions and during certain periods, beginning any calendar quarter commencing after December 31, 2017 and thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon the occurrence of certain fundamental changes, holders of the Notes can require the Company to repurchase their notes at the cash repurchase price equal to the principal amount of the notes, plus any accrued and unpaid interest. Until the Company's shareholders increase the number of authorized shares of common stock to cover the full number of shares underlying the Notes, the Company is required to settle conversions solely in cash. If the number of authorized shares is increased, the Notes may be settled in cash, the Company’s common shares or a combination of cash and the Company’s common shares, at the Company’s election. The initial conversion rate is 31.3475 common shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $31.90 per common share). If a “make-whole fundamental change” (as defined in the offering circular with the Notes) occurs, the Company will in certain circumstances increase the conversion rate for a specified period of time. The Company evaluated the conversion features of the Notes under the applicable accounting guidance including ASC 815, "Derivatives and Hedging," and determined that the conversion features require separate accounting as a derivative. At the time of issuance, the fair value of this derivative was recorded on the balance sheet as the note conversion obligations (a long-term liability) and an offsetting discount to the Notes. Until the Company's shareholders increase the number of authorized shares of common stock, the note conversion obligations will be adjusted to reflect its fair value at the end of each quarter. The fair value of the note conversion obligation at issuance was $57.4 million . The fair value of the note conversion obligations at September 30, 2017 was $61.2 million and resulted in a non-operating loss of $3.9 million before the effect of income tax during the third quarter ended September 30, 2017. The net proceeds from the issuance of the Notes were approximately $252.3 million , after deducting initial issuance costs. These unamortized issuance costs and discount are being amortized to interest expense through October 2024, using an effective interest rate of approximately 5.15% . The carrying value of Company's Convertible debt is shown below. September 30, 2017 Principal value, Convertible Senior Notes, due 2024 258,750 Unamortized issuance costs (6,938 ) Unamortized discount (57,326 ) Convertible debt 194,486 In conjunction with the offering of the Notes, the Company purchased convertible note hedges under privately negotiated transactions for $56.1 million . These transactions cover, subject to customary anti-dilution adjustments, the number of the Company’s common shares that initially underlie the Notes, and are expected to reduce the potential equity dilution with respect to our common stock, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the Notes. The initial strike price of the convertible note hedges is $31.90 per share. The Company evaluated the convertible note hedges under the applicable accounting guidance, including ASC 815, "Derivatives and Hedging," and determined that the convertible note hedges should be accounted for as derivatives. These derivatives were capitalized on the balance sheet as long-term assets and are adjusted to reflect their fair value at the end of the quarter. The fair value of the convertible note hedges at September 30, 2017 was $60.6 million . As of September 30, 2017, the re-measurement of the convertible note hedges to fair value resulted in a non-operating gain of $4.5 million before the effect of income tax. In conjunction with the offering of the Notes, the Company also sold warrants to the convertible note hedges counterparties in separate, privately negotiated warrant transactions at a higher strike price and for the same number of the Company’s common shares, subject to customary anti-dilution adjustments. The warrants could have a dilutive effect on the Company’s outstanding common shares and the Company’s earnings per share to the extent that the traded market price of the Company’s common shares exceeds the strike price of the warrants which is $41.35 per share and is subject to certain adjustments under the terms of the warrant transactions. The Company evaluated the warrants under the applicable accounting guidance, including ASC 815 "Derivatives and Hedging," and determined that the warrants meet the definition of a derivative, however, because these warrants have been determined to be indexed to the Company's own stock and meet the criteria for equity classification, they have been recorded in shareholder's equity. In the event these warrants are exercised, the Company has enough authorized and unissued shares for their issuance. The amount paid for these warrants and recorded in Stockholders' Equity in the Company’s consolidated balance sheets was $38.5 million . Taken together, the convertible note hedge and warrant transactions are intended to limit, during Notes conversion events, the dilution of the Company's common shares until the traded market price exceeds $41.35. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases portions of the air park in Wilmington, Ohio, under lease agreements with a regional port authority, the terms of which expire in May of 2019 and June of 2036 with options to extend the leases. The leased facilities include corporate offices, 310,000 square feet of maintenance hangars and a 100,000 square foot component repair shop at the air park. ABX also has the non-exclusive right to use the airport, which includes one active runway, taxi ways and ramp space. The Company also leases and operates a 311,500 square foot, two hangar aircraft maintenance complex in Tampa, Florida. Additionally, the Company leases certain equipment, airport facilities, office space and maintenance facilities at locations outside of the airpark in Wilmington. Purchase Commitments The Company has agreements with Israel Aerospace Industries Ltd. ("IAI") for the conversion of Boeing 767 passenger aircraft into a standard configured freighter aircraft. The conversions primarily consist of the installation of a standard cargo door and loading system. At September 30, 2017, the Company was committed to acquire and modify additional Boeing 767-300 passenger aircraft into standard freighter aircraft. In addition to three Boeing 767-300 aircraft that were in the modification process at September 30, 2017, the Company is committed to induct six more aircraft into the freighter modification process through 2018. As of September 30, 2017, the Company's commitments to complete the conversions of aircraft it owns or has the contracts to purchase totaled $124.5 million . Additionally, the Company could incur a cancellation fee for part kits for any aircraft that is not inducted into conversion at IAI. Guarantees and Indemnifications Certain leases and agreements of the Company contain guarantees and indemnification obligations to the lessor, or one or more other parties that are considered reasonable and customary (e.g. use, tax and environmental indemnifications), the terms of which range in duration and are often limited. Such indemnification obligations may continue after expiration of the respective lease or agreement. Other In September 2015, the Company entered into a joint venture agreement to establish an express cargo airline serving multiple destinations within the People's Republic of China (including Hong Kong, Macau and Taiwan) and surrounding countries, pending governmental approvals. The Company's contributions to the joint venture have been minimal and are expected to remain so over the next several months. Obtaining required governmental approvals for any new airline has since been delayed and as a result, the Company is evaluating alternatives. The Company is seeking to develop other aircraft investments in China by leveraging the relationship developed by Pemco, which provides modified Boeing 737 freighter aircraft in China. In addition to the foregoing matters, the Company is also a party to legal proceedings, including FAA enforcement actions, in various federal and state jurisdictions from time to time arising out of the operation of the Company's business. The amount of alleged liability, if any, from these proceedings cannot be determined with certainty; however, the Company believes that its ultimate liability, if any, arising from pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are probable of assertion, taking into account established accruals for estimated liabilities, should not be material to our financial condition or results of operations. Employees Under Collective Bargaining Agreements As of September 30, 2017 , the flight crewmember employees of ABX and ATI were represented by the labor unions listed below: Airline Labor Agreement Unit Percentage of the Company’s Employees ABX International Brotherhood of Teamsters 8.9% ATI Air Line Pilots Association 7.7% In addition, the Company has approximately 40 flight attendants that are represented by a recognized labor unit and are negotiating a collective bargaining agreement. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Post-Retirement Benefit Plans | PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS Defined Benefit and Post-retirement Healthcare Plans ABX sponsors a qualified defined benefit pension plan for ABX crewmembers and a qualified defined benefit pension plan for a major portion of its other ABX employees that meet minimum eligibility requirements. The plans are funded through Company contributions to an invested trust. ABX also sponsors non-qualified defined benefit pension plans for certain employees. These non-qualified plans are unfunded. Employees are no longer accruing benefits under any of the defined benefit pension plans. ABX also sponsors a post-retirement healthcare plan for its ABX crewmembers, which is unfunded. Benefits for covered individuals terminate upon reaching age 65 under the post-retirement healthcare plans. The accounting and valuation for these post-retirement obligations are determined by prescribed accounting and actuarial methods that consider a number of assumptions and estimates. The selection of appropriate assumptions and estimates is significant due to the long time period over which benefits will be accrued and paid. The long term nature of these benefit payouts increases the sensitivity of certain estimates of our post-retirement costs. The assumptions considered most sensitive in actuarially valuing ABX’s pension obligations and determining related expense amounts are discount rates and expected long term investment returns on plan assets. Additionally, other assumptions concerning retirement ages, mortality and employee turnover also affect the valuations. Actual results and future changes in these assumptions could result in future costs significantly higher than those recorded in our results of operations. Effective December 31, 2016, ABX modified its unfunded, non-pilot retiree medical plan to terminate benefits to all participants. Retired participants were directed to public healthcare exchanges for more flexible and lower cost alternatives. As a result, ABX settled all retiree medical obligations. On August 30, 2017, the Company transferred investment assets totaling $106.6 million from the pension plan trust to purchase a group annuity contract from Mutual of America Life Insurance Company ("MUA"). The group annuity contract transfers payment obligations for pension benefits owed to certain former, non-pilot retirees of ABX (or their beneficiaries) to MUA. As a result of the transaction, the Company recognized pre-tax settlement charges of $5.3 million to continued operations and $7.6 million to discontinued operations in the third quarter due to the reclassification of $12.9 million of pretax losses from accumulated other comprehensive loss. The Company's net periodic benefit costs for its defined benefit pension plans and post-retirement healthcare plans for both continuing and discontinued operations are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Pension Plans Post-Retirement Healthcare Plan Pension Plans Post-Retirement Healthcare Plan 2017 2016 2017 2016 2017 2016 2017 2016 Service cost $ — $ — $ 39 $ 31 $ — $ — $ 117 $ 93 Interest cost 8,396 8,968 36 42 25,946 26,904 108 126 Expected return on plan assets (10,520 ) (10,264 ) — — (32,379 ) (30,792 ) — — Settlement charge 12,923 — — — 12,923 — — — Amortization of prior service cost — — (13 ) (26 ) — — (39 ) (78 ) Amortization of net loss 1,944 3,368 71 40 5,819 10,104 213 120 Net periodic benefit cost $ 12,743 $ 2,072 $ 133 $ 87 $ 12,309 $ 6,216 $ 399 $ 261 During the nine month period ending September 30, 2017, the Company contributed $4.1 million to the pension plans. The Company expects to contribute an additional $0.4 million during the remainder of 2017. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The provision for income taxes for interim periods is based on management's best estimate of the effective income tax rate expected to be applicable for the current year, plus any adjustments arising from changes in the estimated amount of taxable income related to prior periods. Income tax expense recorded through September 30, 2017 utilized a projected annualized 39.6% rate applied to year-to-date income. Additionally, the Company recorded discrete tax items for the conversion of employee stock awards during the first quarter of 2017 and the issuance of stock warrants during the first three quarters of 2017, resulting in an effective tax rate of (36.2)% . The final effective tax rate applied to 2017 will depend on the actual amount of pre-tax book results by the Company for the full year, the additional conversions of employee stock awards, issuance of stock warrants and other items. The Company has operating loss carryforwards for U.S. federal income tax purposes. Management expects to utilize the loss carryforwards to offset federal income tax liabilities in the future. Due to the Company's deferred tax assets, including its loss carryforwards, management does not expect to pay federal income taxes until 2019 or later. The Company may, however, be required to pay alternative minimum taxes and certain state and local income taxes before then. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS The Company's Senior Credit Agreement requires the Company to maintain derivative instruments for protection from fluctuating interest rates, for at least fifty percent of the outstanding balance of the term loan. Accordingly, the Company entered into interest rate swaps. The Company entered into two new interest rate swaps in February 2017 and April 2017, respectively, having an initial value of $39.4 million and $50.0 million , respectively, and forward start dates of June 30, 2017. The Company also entered into a new interest rate swap in July 2017, having an initial value of $75.0 million and a forward start date of December 31, 2017. Under these three new swaps, the Company pays a fixed rate of 1.703% , 1.9% and 1.95% , respectively, and receives a floating rate that resets monthly based on LIBOR. The table below provides information about the Company’s interest rate swaps (in thousands): September 30, 2017 December 31, 2016 Expiration Date Stated Interest Rate Notional Amount Market Value (Liability) Notional Amount Market Value (Liability) June 30, 2017 1.183 % — — 43,125 (77 ) May 5, 2021 1.090 % 37,500 544 43,125 547 May 30, 2021 1.703 % 37,500 2 — — March 31, 2022 1.900 % 50,000 (126 ) — — March 31, 2022 1.950 % 75,000 (225 ) — — The outstanding interest rate swaps are not designated as hedges for accounting purposes. The effects of future fluctuations in LIBOR interest rates on derivatives held by the Company will result in the recording of unrealized gains and losses into the statement of operations. The Company recorded the net loss on derivatives of $0.3 million and net gains on derivatives of $0.1 million for the nine month periods ending September 30, 2017 and 2016, respectively. The asset for outstanding derivatives is recorded in other assets. The liability for outstanding derivatives is recorded in other liabilities and in accrued expenses. During September 2017, the Company issued convertible debt in the form of the Notes and recorded a long-term liability representing the Note conversion liability. In conjunction with the Notes, the Company purchased convertible note hedges having the same number of the Company’s common shares, 8.1 million shares, and same strike price of $31.90, that underlie the Notes. The convertible note hedges are expected to reduce the potential equity dilution with respect to the Company's common stock, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the Notes. The Company recorded a net gain before the effects of income taxes of $0.6 million during the quarter ending September 30, 2017 for the revaluation of the convertible note hedges and the note conversion obligations to fair value. For additional information see Note F, "Debt Obligations " and Note D "Fair Value Measurements." |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss) includes the following items by components for the three and nine month periods ending September 30, 2017 and 2016 (in thousands): Defined Benefit Pension Defined Benefit Post-Retirement Foreign Currency Translation Total Balance as of June 30, 2016 (93,010 ) (297 ) (1,085 ) (94,392 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment — — (397 ) (397 ) Amounts reclassified from accumulated other comprehensive income: Actuarial costs (reclassified to salaries, wages and benefits) 3,368 40 — 3,408 Negative prior service cost (reclassified to salaries, wages and benefits) — (26 ) — (26 ) Income tax expense (1,222 ) (5 ) 141 (1,086 ) Other comprehensive income, net of tax 2,146 9 (256 ) 1,899 Balance as of September 30, 2016 (90,864 ) (288 ) (1,341 ) (92,493 ) Balance as of December 31, 2015 (97,302 ) (315 ) (1,395 ) (99,012 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment — — 75 75 Amounts reclassified from accumulated other comprehensive income: Actuarial costs (reclassified to salaries, wages and benefits) 10,104 120 — 10,224 Negative prior service cost (reclassified to salaries, wages and benefits) — (78 ) — (78 ) Income tax expense (3,666 ) (15 ) (21 ) (3,702 ) Other comprehensive income, net of tax 6,438 27 54 6,519 Balance as of September 30, 2016 (90,864 ) (288 ) (1,341 ) (92,493 ) Defined Benefit Pension Defined Benefit Post-Retirement Foreign Currency Translation Total Balance as of June 30, 2017 (74,619 ) (1,227 ) (1,341 ) (77,187 ) Other comprehensive income (loss) before reclassifications: Actuarial loss for retiree liabilities (5,821 ) — — (5,821 ) Foreign currency translation adjustment — — (24 ) (24 ) Amounts reclassified from accumulated other comprehensive income: Pension settlement (reclassified to salaries, wages and benefits) 12,923 — — 12,923 Actuarial costs (reclassified to salaries, wages and benefits) 1,944 71 — 2,015 Negative prior service cost (reclassified to salaries, wages and benefits) — (13 ) — (13 ) Income tax expense (3,283 ) (21 ) 9 (3,295 ) Other comprehensive income, net of tax 5,763 37 (15 ) 5,785 Balance as of September 30, 2017 (68,856 ) (1,190 ) (1,356 ) (71,402 ) Balance as of December 31, 2016 (77,088 ) (1,301 ) (1,477 ) (79,866 ) Other comprehensive income (loss) before reclassifications: Actuarial loss for retiree liabilities (5,821 ) — — (5,821 ) Foreign currency translation adjustment — — 186 186 Amounts reclassified from accumulated other comprehensive income: Pension settlement (reclassified to salaries, wages and benefits) 12,923 — — 12,923 Actuarial costs (reclassified to salaries, wages and benefits) 5,819 213 — 6,032 Negative prior service cost (reclassified to salaries, wages and benefits) — (39 ) — (39 ) Income tax expense (4,689 ) (63 ) (65 ) (4,817 ) Other comprehensive income, net of tax 8,232 111 121 8,464 Balance as of September 30, 2017 (68,856 ) (1,190 ) (1,356 ) (71,402 ) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company's Board of Directors has granted stock incentive awards to certain employees and board members pursuant to a long term incentive plan which was approved by the Company's stockholders in May 2005 and in May 2015. Employees have been awarded non-vested stock units with performance conditions, non-vested stock units with market conditions and non-vested restricted stock. The restrictions on the non-vested restricted stock awards lapse at the end of a specified service period, which is typically approximately three years from the date of grant. Restrictions could lapse sooner upon a business combination, death, disability or after an employee qualifies for retirement. The non-vested stock units will be converted into a number of shares of Company stock depending on performance and market conditions at the end of a specified service period, lasting approximately three years. The performance condition awards will be converted into a number of shares of Company stock based on the Company's average return on invested capital during the service period. Similarly, the market condition awards will be converted into a number of shares depending on the appreciation of the Company's stock compared to the NASDAQ Transportation Index. Board members were granted time-based awards with vesting periods of approximately six or twelve months. The Company expects to settle all of the stock unit awards by issuing new shares of stock. The table below summarizes award activity. Nine Months Ended September 30, 2017 September 30, 2016 Number of Awards Weighted average grant-date fair value Number of Awards Weighted average grant-date fair value Outstanding at beginning of period 1,040,569 $ 9.97 1,157,659 $ 7.52 Granted 243,940 17.52 294,060 15.43 Converted (173,210 ) 9.69 (160,500 ) 7.20 Expired — — — — Forfeited (3,800 ) 13.66 (9,200 ) 10.23 Outstanding at end of period 1,107,499 $ 11.66 1,282,019 $ 9.36 Vested 324,599 $ 6.39 338,919 $ 6.12 The average grant-date fair value of each performance condition award, non-vested restricted stock award and time-based award granted by the Company in 2017 was $16.72 , the fair value of the Company’s stock on the date of grant. The average grant-date fair value of each market condition award granted in 2017 was $20.18 . The market condition awards were valued using a Monte Carlo simulation technique, a risk-free interest rate of 1.7% and a volatility of 34.7% based on volatility over three years using daily stock prices. For the nine month periods ending September 30, 2017 and 2016, the Company recorded expense of $2.6 million and $2.2 million , respectively, for stock incentive awards. At September 30, 2017, there was $4.7 million of unrecognized expense related to the stock incentive awards that is expected to be recognized over a weighted-average period of 1.3 years. As of September 30, 2017, none of the awards were convertible, 324,599 units of the Board members time-based awards had vested and none of the outstanding shares of the restricted stock had vested. These awards could result in a maximum number of 1,360,474 additional outstanding shares of the Company’s common stock depending on service, performance and market results through December 31, 2019. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | COMMON STOCK AND EARNINGS PER SHARE Earnings per Share The calculation of basic and diluted earnings per common share are as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Earnings (loss) from continuing operations - diluted $ (28,229 ) $ 2,116 $ (72,351 ) $ 21,815 Denominator: Weighted-average shares outstanding - basic 58,733 59,379 58,965 62,084 Common equivalent shares: Effect of stock-based compensation awards — 904 — 1,940 Weighted-average shares outstanding assuming dilution 58,733 60,283 58,965 64,024 Basic earnings (loss) per share from continuing operations $ (0.48 ) $ 0.04 $ (1.23 ) $ 0.35 Diluted earnings (loss) per share from continuing operations $ (0.48 ) $ 0.04 $ (1.23 ) $ 0.34 The determination of diluted earnings per share requires the exclusion of the fair value re-measurement of the stock warrants recorded as a liability (see Note B), if such warrants have an anti-dilutive effect on earnings per share. For periods in which equivalent shares have a dilutive effect on earnings per share, the weighted-average diluted shares outstanding is calculated using the treasury method. Under this method, the number of diluted shares is determined by dividing the assumed proceeds of the warrants recorded as a liability by the average stock price during the period and comparing that amount with the number of corresponding warrants outstanding. The underlying warrants as of September 30, 2017 and 2016, could have resulted in 14.9 million and 9.8 million additional shares of the Company's common stock, respectively, if the warrants recorded as a liability were settled by tendering cash. The warrants recorded in stockholders' equity as of September 30, 2017 and 2016, could have resulted in 8.1 million and zero additional shares of the Company's common stock, respectively, if the Company's stock price exceeded $41.35 and the warrants were settled in shares. Purchase of Common Stock The Company's Board of Directors has authorized management to repurchase outstanding common stock of the Company from time to time on the open market or in privately negotiated transactions. The authorization does not require the Company to repurchase a specific number of shares and the Company may terminate the repurchase program at any time. Upon the retirement of common stock repurchased, the excess purchase price over the par value for retired shares of common stock is recorded to additional paid-in-capital. The Company repurchased common stock during the first six months of 2017, including 380,637 shares on June 6, 2017 from an underwriter in conjunction with an underwritten secondary offering by its largest shareholder, Red Mountain Partners, L.P., a fund that is affiliated with Red Mountain Capital Partners, LLC (“Red Mountain”), a related party, for an aggregate purchase price of $8.5 million . The share price of $22.42 was equal to the price per share paid by the underwriter to Red Mountain. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company operates in two reportable segments. The CAM segment consists of the Company's aircraft leasing operations and its segment earnings include an allocation of interest expense. The ACMI Services segment consists of the Company's airline operations, including CMI agreements as well as ACMI and charter service agreements that the Company has with other customers. Due to the similarities among the Company's airline operations, the airline operations are aggregated into a single reportable segment, ACMI Services. The Company's other activities, which include mail and parcel handling services, as well as hub management services for the USPS and AFS, the sale of aircraft parts, aircraft maintenance services, aircraft modifications, facility and ground equipment services, the sales of aviation fuel and other services, are not large enough to constitute reportable segments and are combined in “All other” with inter-segment profit eliminations. Inter-segment revenues are valued at arms-length market rates. Cash and cash equivalents are reflected in Assets - All other below. The Company's segment information from continuing operations is presented below (in thousands): Three Months Ending September 30, Nine Months Ending September 30, 2017 2016 2017 2016 Total revenues: CAM $ 58,465 $ 46,346 $ 155,973 $ 145,511 ACMI Services 146,943 128,702 436,391 357,803 All other 94,470 65,328 300,184 177,592 Eliminate inter-segment revenues (45,777 ) (47,115 ) (147,319 ) (133,711 ) Total $ 254,101 $ 193,261 $ 745,229 $ 547,195 Customer revenues: CAM $ 40,940 $ 27,920 $ 104,102 $ 86,068 ACMI Services 146,938 128,702 436,386 357,803 All other 66,223 36,639 204,741 103,324 Total $ 254,101 $ 193,261 $ 745,229 $ 547,195 Depreciation and amortization expense: CAM $ 26,829 $ 22,958 $ 31,368 $ 68,295 ACMI Services 9,805 10,528 77,383 30,300 All other 971 453 3,077 1,010 Total $ 37,605 $ 33,939 $ 111,828 $ 99,605 Segment earnings (loss): CAM $ 19,445 $ 16,110 $ 45,570 $ 51,849 ACMI Services (5,223 ) (9,686 ) (8,841 ) (27,172 ) All other 655 5,089 11,977 13,087 Net unallocated interest expense (268 ) 83 (655 ) (287 ) Net loss on financial instruments (34,433 ) (8,473 ) (100,213 ) (3,443 ) Charges for non-consolidating affiliates (945 ) — (945 ) — Pre-tax earnings (loss) from continuing operations $ (20,769 ) $ 3,123 $ (53,107 ) $ 34,034 The Company's assets are presented below by segment (in thousands): September 30, December 31, 2017 2016 Assets: CAM $ 1,140,559 $ 971,986 ACMI Services 175,963 164,489 All other 170,381 122,855 Total $ 1,486,903 $ 1,259,330 Interest expense allocated to CAM was $4.0 million and $10.9 million for the three and nine month periods ending September 30, 2017 , respectively, compared to $2.9 million and $7.8 million for the corresponding periods of 2016, respectively. The Company's external customers revenues from other activities for the three and nine month periods ended September 30, 2017 and 2016 are presented below (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Mail and package handling services $ 48,283 $ 23,502 $ 123,564 $ 62,553 Aircraft maintenance, modifications and part sales 13,915 8,958 70,492 30,217 Facility and ground equipment services 3,625 3,780 9,528 9,281 Other 400 399 1,157 1,273 Total customer revenues $ 66,223 $ 36,639 $ 204,741 $ 103,324 |
Summary of Financial Statemen22
Summary of Financial Statement Preparation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and such principles are applied on a basis consistent with the financial statements reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC related to interim financial statements. In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented. Due to seasonal fluctuations, among other factors common to the air cargo industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year or any interim period. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. The accounting estimates reflect the best judgment of management, but actual results could differ materially from those estimates. The accompanying condensed consolidated financial statements include the accounts of Air Transport Services Group, Inc. and its wholly-owned subsidiaries. Investments in an affiliate in which the Company has significant influence but does not exercise control are accounted for using the equity method of accounting. Using the equity method, the Company’s share of the nonconsolidated affiliate's income or loss is recognized in the consolidated statement of earnings and cumulative post-acquisition changes in the investment are adjusted against the carrying amount of the investment. Inter-company balances and transactions are eliminated. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing" clarifying the accounting under ASU 2014-09 for licenses of intellectual property and for identifying distinct performance obligations in a contract. ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 with earlier adoption permitted for reporting periods beginning after December 15, 2016. ASU 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities would recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. The Company plans to adopt the standard using the modified retrospective method. The Company is currently evaluating the effect the standard is expected to have on the Company's consolidated financial position, results of operations, cash flows and related disclosures. The evaluation includes each of the five steps identified in the ASU 2014-09 revenue recognition model, which are as follows: 1) identify the contract with the customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) performance obligations are satisfied. The Company's lease contracts within the scope of ASC 840, Leases, are specifically excluded from ASU 2014-09. As the Company completes its evaluation of this new standard, new information may arise that could change the Company's current understanding of the impact to revenue and expense recognized. Management is monitoring recent industry activities and other guidance provided by regulators, standards setters, and the accounting profession that may impact the Company's recognition of revenue. In July 2015, FASB issued ASU "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 more closely aligns the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards ("IFRS"). The amendment in ASU 2015-11 is for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the impact of adopting ASU 2015-11 to be material to the Company's financial statements and related disclosures. In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07"). ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost would be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The standard is effective for annual periods beginning after December 15, 2017 and should be applied retrospectively. The Company anticipates the standard will impact the Operating Income subtotal as reported in the Company's Consolidated Statement of Operations by excluding interest expense, investment returns and other non service cost components of retiree benefit expenses. Information about interest expense, investment returns and other components of retiree benefit expenses can be found in Note I. In February 2016, the FASB issued ASU "Leases (Topic 842)" ("ASU 2016-02"), which will require the recognition of right to-use-assets and lease liabilities for leases previously classified as operating leases by lessees. The standard will take effect for annual reporting periods beginning after December 15, 2018, including interim reporting periods. Early application will be permitted for all entities. In addition, the FASB has decided to require a lessee to apply a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements (the date of initial application). The modified retrospective approach would not require any transition accounting for leases that expired before the date of initial application. The FASB decided to not permit a full retrospective transition approach. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. In August 2016, the FASB issued ASU, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). ASU 2016-15 clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable. The Company is currently evaluating the impact of the adoption of the standard on its financial statements and disclosures. In November 2016, the FASB issued ASU "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). ASU 2016-18 requires that the statement of cash flows explain the changes in the combined total of restricted and unrestricted cash balance. Amounts generally described as restricted cash or restricted cash equivalents will be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. Further, the ASU requires a reconciliation of balances from the statement of cash flows to the balance sheet in situations in which the balance sheet includes more than one line item of cash, cash equivalents, and restricted cash. Companies will also be disclosing the nature of the restrictions. ASU 2016-18 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. In January 2017, the FASB issued ASU "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 will simplify the subsequent measurement of goodwill by eliminating the second step from the goodwill impairment test. ASU 2017-04 would require applying a one-step quantitative test and recording the amount of goodwill impairment as the excess of the reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The amendments in ASU 2017-04 are effective for annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the standard on its financial statements and disclosures. |
Summary of Financial Statemen23
Summary of Financial Statement Preparation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property, Plant and Equipment | Property and equipment, to be held and used, is summarized as follows (in thousands): September 30, December 31, Flight equipment $ 1,689,027 $ 1,541,872 Ground equipment 51,209 49,229 Leasehold improvements, facilities and office equipment 27,385 27,364 Aircraft modifications and projects in progress 157,251 113,518 1,924,872 1,731,983 Accumulated depreciation (813,671 ) (730,991 ) Property and equipment, net $ 1,111,201 $ 1,000,992 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Lease Incentive Intangible [Table Text Block] | The Company's lease incentive granted to the lessee was as follows (in thousands): Lease Incentive Carrying value as of December 31, 2016 $ 54,730 Value of warrants granted 39,940 Amortization (9,760 ) Carrying value as of September 30, 2017 $ 84,910 |
Schedule of Goodwill | The carrying amounts of goodwill are as follows (in thousands): CAM All Other Total Carrying value as of December 31, 2016 $ 34,395 $ 2,738 $ 37,133 Purchase price adjustment — 146 146 Carrying value as of September 30, 2017 $ 34,395 $ 2,884 $ 37,279 |
Schedule Intangible Assets by Major Class | The Company's acquired intangible assets are as follows (in thousands): Airline Amortizing Certificates Intangibles Total Carrying value as of December 31, 2016 $ 3,000 $ 5,453 $ 8,453 Amortization — (415 ) (415 ) Carrying value as of September 30, 2017 $ 3,000 $ 5,038 $ 8,038 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2017 Fair Value Measurement Using Total Level 1 Level 2 Level 3 Assets Cash equivalents—money market $ — $ 50,800 $ — $ 50,800 Interest rate swaps — 546 — 546 Convertible note hedges — 60,605 — 60,605 Total Assets $ — $ 111,951 $ — $ 111,951 Liabilities Interest rate swaps $ — $ (351 ) $ — $ (351 ) Note conversion obligations — (61,230 ) — (61,230 ) Stock warrant obligations — (229,965 ) — (229,965 ) Total Liabilities $ — $ (291,546 ) $ — $ (291,546 ) As of December 31, 2016 Fair Value Measurement Using Total Level 1 Level 2 Level 3 Assets Cash equivalents—money market $ — $ 482 $ — $ 482 Interest rate swap — 547 — 547 Total Assets $ — $ 1,029 $ — $ 1,029 Liabilities Interest rate swap $ — $ (77 ) $ — $ (77 ) Stock warrant obligation — (89,441 ) — (89,441 ) Total Liabilities $ — $ (89,518 ) $ — $ (89,518 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, to be held and used, is summarized as follows (in thousands): September 30, December 31, Flight equipment $ 1,689,027 $ 1,541,872 Ground equipment 51,209 49,229 Leasehold improvements, facilities and office equipment 27,385 27,364 Aircraft modifications and projects in progress 157,251 113,518 1,924,872 1,731,983 Accumulated depreciation (813,671 ) (730,991 ) Property and equipment, net $ 1,111,201 $ 1,000,992 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Conversion [Line Items] | |
Convertible Debt [Table Text Block] | The carrying value of Company's Convertible debt is shown below. September 30, 2017 Principal value, Convertible Senior Notes, due 2024 258,750 Unamortized issuance costs (6,938 ) Unamortized discount (57,326 ) Convertible debt 194,486 |
Schedule of Long-term Debt Instruments | Long term obligations consisted of the following (in thousands): September 30, December 31, 2017 2016 Unsubordinated term loan $ 74,311 $ 85,636 Revolving credit facility 220,000 355,000 Aircraft loans 4,374 18,085 Convertible debt 194,486 — Total long term obligations 493,171 458,721 Less: current portion (19,247 ) (29,306 ) Total long term obligations, net $ 473,924 $ 429,415 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | As of September 30, 2017 , the flight crewmember employees of ABX and ATI were represented by the labor unions listed below: Airline Labor Agreement Unit Percentage of the Company’s Employees ABX International Brotherhood of Teamsters 8.9% ATI Air Line Pilots Association 7.7% |
Pension and Other Post-Retire29
Pension and Other Post-Retirement Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The Company's net periodic benefit costs for its defined benefit pension plans and post-retirement healthcare plans for both continuing and discontinued operations are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Pension Plans Post-Retirement Healthcare Plan Pension Plans Post-Retirement Healthcare Plan 2017 2016 2017 2016 2017 2016 2017 2016 Service cost $ — $ — $ 39 $ 31 $ — $ — $ 117 $ 93 Interest cost 8,396 8,968 36 42 25,946 26,904 108 126 Expected return on plan assets (10,520 ) (10,264 ) — — (32,379 ) (30,792 ) — — Settlement charge 12,923 — — — 12,923 — — — Amortization of prior service cost — — (13 ) (26 ) — — (39 ) (78 ) Amortization of net loss 1,944 3,368 71 40 5,819 10,104 213 120 Net periodic benefit cost $ 12,743 $ 2,072 $ 133 $ 87 $ 12,309 $ 6,216 $ 399 $ 261 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The table below provides information about the Company’s interest rate swaps (in thousands): September 30, 2017 December 31, 2016 Expiration Date Stated Interest Rate Notional Amount Market Value (Liability) Notional Amount Market Value (Liability) June 30, 2017 1.183 % — — 43,125 (77 ) May 5, 2021 1.090 % 37,500 544 43,125 547 May 30, 2021 1.703 % 37,500 2 — — March 31, 2022 1.900 % 50,000 (126 ) — — March 31, 2022 1.950 % 75,000 (225 ) — — |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income (loss) includes the following items by components for the three and nine month periods ending September 30, 2017 and 2016 (in thousands): Defined Benefit Pension Defined Benefit Post-Retirement Foreign Currency Translation Total Balance as of June 30, 2016 (93,010 ) (297 ) (1,085 ) (94,392 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment — — (397 ) (397 ) Amounts reclassified from accumulated other comprehensive income: Actuarial costs (reclassified to salaries, wages and benefits) 3,368 40 — 3,408 Negative prior service cost (reclassified to salaries, wages and benefits) — (26 ) — (26 ) Income tax expense (1,222 ) (5 ) 141 (1,086 ) Other comprehensive income, net of tax 2,146 9 (256 ) 1,899 Balance as of September 30, 2016 (90,864 ) (288 ) (1,341 ) (92,493 ) Balance as of December 31, 2015 (97,302 ) (315 ) (1,395 ) (99,012 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment — — 75 75 Amounts reclassified from accumulated other comprehensive income: Actuarial costs (reclassified to salaries, wages and benefits) 10,104 120 — 10,224 Negative prior service cost (reclassified to salaries, wages and benefits) — (78 ) — (78 ) Income tax expense (3,666 ) (15 ) (21 ) (3,702 ) Other comprehensive income, net of tax 6,438 27 54 6,519 Balance as of September 30, 2016 (90,864 ) (288 ) (1,341 ) (92,493 ) Defined Benefit Pension Defined Benefit Post-Retirement Foreign Currency Translation Total Balance as of June 30, 2017 (74,619 ) (1,227 ) (1,341 ) (77,187 ) Other comprehensive income (loss) before reclassifications: Actuarial loss for retiree liabilities (5,821 ) — — (5,821 ) Foreign currency translation adjustment — — (24 ) (24 ) Amounts reclassified from accumulated other comprehensive income: Pension settlement (reclassified to salaries, wages and benefits) 12,923 — — 12,923 Actuarial costs (reclassified to salaries, wages and benefits) 1,944 71 — 2,015 Negative prior service cost (reclassified to salaries, wages and benefits) — (13 ) — (13 ) Income tax expense (3,283 ) (21 ) 9 (3,295 ) Other comprehensive income, net of tax 5,763 37 (15 ) 5,785 Balance as of September 30, 2017 (68,856 ) (1,190 ) (1,356 ) (71,402 ) Balance as of December 31, 2016 (77,088 ) (1,301 ) (1,477 ) (79,866 ) Other comprehensive income (loss) before reclassifications: Actuarial loss for retiree liabilities (5,821 ) — — (5,821 ) Foreign currency translation adjustment — — 186 186 Amounts reclassified from accumulated other comprehensive income: Pension settlement (reclassified to salaries, wages and benefits) 12,923 — — 12,923 Actuarial costs (reclassified to salaries, wages and benefits) 5,819 213 — 6,032 Negative prior service cost (reclassified to salaries, wages and benefits) — (39 ) — (39 ) Income tax expense (4,689 ) (63 ) (65 ) (4,817 ) Other comprehensive income, net of tax 8,232 111 121 8,464 Balance as of September 30, 2017 (68,856 ) (1,190 ) (1,356 ) (71,402 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Equity Instruments Other Than Options, Activity | The table below summarizes award activity. Nine Months Ended September 30, 2017 September 30, 2016 Number of Awards Weighted average grant-date fair value Number of Awards Weighted average grant-date fair value Outstanding at beginning of period 1,040,569 $ 9.97 1,157,659 $ 7.52 Granted 243,940 17.52 294,060 15.43 Converted (173,210 ) 9.69 (160,500 ) 7.20 Expired — — — — Forfeited (3,800 ) 13.66 (9,200 ) 10.23 Outstanding at end of period 1,107,499 $ 11.66 1,282,019 $ 9.36 Vested 324,599 $ 6.39 338,919 $ 6.12 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per common share are as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Earnings (loss) from continuing operations - diluted $ (28,229 ) $ 2,116 $ (72,351 ) $ 21,815 Denominator: Weighted-average shares outstanding - basic 58,733 59,379 58,965 62,084 Common equivalent shares: Effect of stock-based compensation awards — 904 — 1,940 Weighted-average shares outstanding assuming dilution 58,733 60,283 58,965 64,024 Basic earnings (loss) per share from continuing operations $ (0.48 ) $ 0.04 $ (1.23 ) $ 0.35 Diluted earnings (loss) per share from continuing operations $ (0.48 ) $ 0.04 $ (1.23 ) $ 0.34 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | The Company's external customers revenues from other activities for the three and nine month periods ended September 30, 2017 and 2016 are presented below (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Mail and package handling services $ 48,283 $ 23,502 $ 123,564 $ 62,553 Aircraft maintenance, modifications and part sales 13,915 8,958 70,492 30,217 Facility and ground equipment services 3,625 3,780 9,528 9,281 Other 400 399 1,157 1,273 Total customer revenues $ 66,223 $ 36,639 $ 204,741 $ 103,324 |
Schedule of Segment Reporting Information, by Segment | The Company's segment information from continuing operations is presented below (in thousands): Three Months Ending September 30, Nine Months Ending September 30, 2017 2016 2017 2016 Total revenues: CAM $ 58,465 $ 46,346 $ 155,973 $ 145,511 ACMI Services 146,943 128,702 436,391 357,803 All other 94,470 65,328 300,184 177,592 Eliminate inter-segment revenues (45,777 ) (47,115 ) (147,319 ) (133,711 ) Total $ 254,101 $ 193,261 $ 745,229 $ 547,195 Customer revenues: CAM $ 40,940 $ 27,920 $ 104,102 $ 86,068 ACMI Services 146,938 128,702 436,386 357,803 All other 66,223 36,639 204,741 103,324 Total $ 254,101 $ 193,261 $ 745,229 $ 547,195 Depreciation and amortization expense: CAM $ 26,829 $ 22,958 $ 31,368 $ 68,295 ACMI Services 9,805 10,528 77,383 30,300 All other 971 453 3,077 1,010 Total $ 37,605 $ 33,939 $ 111,828 $ 99,605 Segment earnings (loss): CAM $ 19,445 $ 16,110 $ 45,570 $ 51,849 ACMI Services (5,223 ) (9,686 ) (8,841 ) (27,172 ) All other 655 5,089 11,977 13,087 Net unallocated interest expense (268 ) 83 (655 ) (287 ) Net loss on financial instruments (34,433 ) (8,473 ) (100,213 ) (3,443 ) Charges for non-consolidating affiliates (945 ) — (945 ) — Pre-tax earnings (loss) from continuing operations $ (20,769 ) $ 3,123 $ (53,107 ) $ 34,034 |
Reconciliation of Assets from Segment to Consolidated | The Company's assets are presented below by segment (in thousands): September 30, December 31, 2017 2016 Assets: CAM $ 1,140,559 $ 971,986 ACMI Services 175,963 164,489 All other 170,381 122,855 Total $ 1,486,903 $ 1,259,330 |
Significant Customers (Details)
Significant Customers (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 65,563,000 | $ 65,563,000 | $ 77,247,000 | ||
Fair value warrants issued | 15.44 | $ 15.44 | |||
Fair Value Adjustment of Warrants | $ (35,000,000) | ||||
Class of Warrant or Right, Outstanding | 3,840 | 3,840 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,900 | 9,800 | 14,900 | 9,800 | |
DHL [Member] | Revenues from Leases and Contracted Services [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of consolidated revenues | 25.00% | 34.00% | 25.00% | 35.00% | |
DHL [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 3,700,000 | $ 3,700,000 | 7,300,000 | ||
Amazon [Member] | Revenues from Leases and Contracted Services [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of consolidated revenues | 45.00% | 31.00% | 42.00% | 24.00% | |
Amazon [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 25,900,000 | $ 25,900,000 | 24,600,000 | ||
US Military [Member] | Revenues from Services Performed [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of consolidated revenues | 7.00% | 12.00% | 7.00% | 13.00% | |
US Military [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 5,300,000 | $ 5,300,000 | $ 7,000,000 |
Goodwill and Other Intangible36
Goodwill and Other Intangibles (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | $ 146 | |
Goodwill [Roll Forward] | ||
Carrying value, beginning balance | 37,279 | $ 37,133 |
Goodwill | 37,279 | 37,133 |
CAM [Member] | ||
Goodwill [Line Items] | ||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 0 | |
Goodwill [Roll Forward] | ||
Carrying value, beginning balance | 34,395 | 34,395 |
Goodwill | 34,395 | 34,395 |
Pemco [Member] | ||
Goodwill [Line Items] | ||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 146 | |
Goodwill [Roll Forward] | ||
Carrying value, beginning balance | 2,884 | 2,738 |
Goodwill | $ 2,884 | $ 2,738 |
Goodwill and Other Intangible37
Goodwill and Other Intangibles (Schedule Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Finite and Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Incentive to Lessee | $ 84,910 | $ 54,730 | |
Warranted granted adding to lease incentive intangible | $ 39,940 | ||
Amortization of Lease Incentives | (9,760) | ||
Finite and Indefinite-lived Intangible Assets [Roll Forward] | |||
Carrying value at beginning of period | 5,453 | ||
Carrying value at beginning of period | 8,453 | ||
Amortization expense | (415) | ||
Carrying value at end of period | 5,453 | $ 5,038 | $ 5,453 |
Carrying value at end of period | 8,038 | ||
ACMI Services [Member] | Airline Certificates [Member] | |||
Finite and Indefinite-lived Intangible Assets [Roll Forward] | |||
Carrying value at beginning of period | 3,000 | ||
Amortization expense | 0 | ||
Carrying value at end of period | $ 3,000 |
Goodwill and Other Intangible38
Goodwill and Other Intangibles Investment in West Atlantic (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Goodwill | $ 37,279 | $ 37,133 |
Investment in West Atlantic [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | 7,900 | $ 9,900 |
Goodwill | 5,500 | |
Investments in A321 [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | 5,300 | |
Payments to Acquire Interest in Joint Venture | $ 6,300 |
Goodwill and Other Intangible39
Goodwill and Other Intangibles Investments in A321 (Details) - Investments in A321 [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Payments to Acquire Interest in Joint Venture | $ 6.3 |
Equity Method Investments | $ 5.3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2017 | Sep. 25, 2017 | Dec. 31, 2016 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrant liability | $ 229,965,000 | $ 89,441,000 | |
Fair value warrants issued | 15.44 | ||
Fair Value, Measurements, Recurring [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash equivalents - money market | 50,800,000 | 482,000 | |
Derivative Asset | 546,000 | 547,000 | |
convertible note hedge fair value | 60,605,000 | ||
Total Assets | 111,951,000 | 1,029,000 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Interest rate swap | (351,000) | (77,000) | |
Note Conversion Obligation fair value | (61,230,000) | ||
Warrant liability | (229,965,000) | (89,441,000) | |
Total Liabilities | (291,546,000) | (89,518,000) | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash equivalents - money market | 0 | 0 | |
Derivative Asset | 0 | 0 | |
convertible note hedge fair value | 0 | ||
Total Assets | 0 | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Interest rate swap | 0 | 0 | |
Note Conversion Obligation fair value | 0 | ||
Warrant liability | 0 | 0 | |
Total Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash equivalents - money market | 50,800,000 | 482,000 | |
Derivative Asset | 546,000 | 547,000 | |
convertible note hedge fair value | 60,605,000 | $ 56,097,000 | |
Total Assets | 111,951,000 | 1,029,000 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Interest rate swap | (351,000) | (77,000) | |
Note Conversion Obligation fair value | (61,230,000) | $ 57,369,000 | |
Warrant liability | (229,965,000) | (89,441,000) | |
Total Liabilities | (291,546,000) | (89,518,000) | |
Difference between fair value and carrying value, debt | 12,400,000 | 200,000 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash equivalents - money market | 0 | 0 | |
Derivative Asset | 0 | 0 | |
convertible note hedge fair value | 0 | ||
Total Assets | 0 | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Interest rate swap | 0 | 0 | |
Note Conversion Obligation fair value | 0 | ||
Warrant liability | 0 | 0 | |
Total Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Carrying value, debt | $ 493,200,000 | $ 458,700,000 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 1,924,872 | $ 1,731,983 |
Accumulated depreciation | (813,671) | (730,991) |
Property and equipment, net | 1,111,201 | 1,000,992 |
Flight Equipment [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 1,689,027 | 1,541,872 |
Ground equipment [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 51,209 | 49,229 |
facilities, leasehold improvements and office equipment [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 27,385 | 27,364 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 157,251 | $ 113,518 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
CAM [Member] | Flight Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leased aircraft, carrying value | $ 632.3 | $ 524.3 |
Debt Obligations (Schedule of L
Debt Obligations (Schedule of Long Term Obligations) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total long term obligations | $ 493,171 | $ 458,721 |
Convertible Debt | 194,486 | 0 |
Less: current portion | (19,247) | (29,306) |
Total long term obligations, net | $ 473,924 | 429,415 |
Unsubordinated term loan and Revolving credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Collateral, Coverage Percentage | 125.00% | |
Unsubordinated term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long term obligations | $ 74,311 | 85,636 |
Revolving credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Accordion Feature Amount | 100,000 | |
Total long term obligations | 220,000 | 355,000 |
Aircraft loans [Member] | ||
Debt Instrument [Line Items] | ||
Total long term obligations | $ 4,374 | $ 18,085 |
Debt Obligations (Schedule of44
Debt Obligations (Schedule of Long Term Debt Maturities) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Total long term obligations | $ 493,171 | $ 458,721 |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)aircrafts | Sep. 25, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Convertible Debt | $ 194,486 | $ 194,486 | $ 0 | |
Debt Conversion, Converted Instrument, Rate | 1.13% | |||
Gain/Loss on fair value of note conversion obligation | $ 3,900 | |||
Long term obligations | 493,171 | $ 493,171 | 458,721 | |
Gain/Loss on fair value of convertible hedge asset | 4,500 | |||
Unsubordinated term loan and Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Collateral coverage percentage | 125.00% | |||
Unsubordinated term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term obligations | 74,311 | $ 74,311 | 85,636 | |
Additional Indebtedness Long-Term Debt | 300,000 | $ 300,000 | ||
Variable interest rate | 3.24% | |||
Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term obligations | 220,000 | $ 220,000 | 355,000 | |
Accordion feature amount | 100,000 | 100,000 | ||
Increased borrowing capacity | 120,000 | 120,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 545,000 | $ 545,000 | ||
Variable interest rate | 3.24% | |||
Credit facility, revolving credit loan, remaining borrowing capacity | 315,700 | $ 315,700 | ||
Letters of credit outstanding | 9,300 | 9,300 | ||
Aircraft loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term obligations | $ 4,374 | $ 4,374 | 18,085 | |
Collateralized property (in aircrafts) | aircrafts | 2 | |||
Balloon payment percentage | 20.00% | |||
Maximum [Member] | Unsubordinated term loan and Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Collateral coverage percentage | 150.00% | |||
Maximum amount of common stock authorized for repurchase | $ 100,000 | |||
Maximum [Member] | Aircraft loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Basis for Effective Rate | 0.0682 | |||
Minimum [Member] | Unsubordinated term loan and Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Collateral coverage percentage | 50.00% | |||
Minimum [Member] | Aircraft loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Basis for Effective Rate | 0.0674 | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | 0.00% | ||
Convertible Debt | $ 258,750 | $ 258,750 | ||
Debt Issuance Costs, Net | (6,938) | (6,938) | ||
Proceeds Convertible Debt Issuance | $ 252,300 | |||
Debt Instrument, Unamortized Discount | (57,326) | (57,326) | ||
Warrants and Rights Outstanding | 38,502 | 38,502 | ||
Unsubordinated term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Issuance Costs, Line of Credit Arrangements, Net | 700 | 700 | $ 600 | |
Fair Value, Measurements, Recurring [Member] | ||||
Debt Instrument [Line Items] | ||||
convertible note hedge fair value | 60,605 | 60,605 | ||
Note Conversion Obligation fair value | (61,230) | (61,230) | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
convertible note hedge fair value | 60,605 | 60,605 | 56,097 | |
Note Conversion Obligation fair value | $ (61,230) | $ (61,230) | $ 57,369 |
Commitments and Contingencies46
Commitments and Contingencies (Commitments) (Details) $ in Millions | Sep. 30, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
costs to complete aircraft modification | $ 124.5 |
Commitments and Contingencies47
Commitments and Contingencies (Labor Unions) (Details) - Workforce Subject to Collective Bargaining Arrangements [Member] - Labor Unions [Member] | 6 Months Ended |
Jun. 30, 2017 | |
ABX [Member] | |
Concentration Risk [Line Items] | |
Percentage of the Company's Employees | 8.90% |
ATI [Member] | |
Concentration Risk [Line Items] | |
Percentage of the Company's Employees | 7.70% |
Pension and Other Post-Retire48
Pension and Other Post-Retirement Benefit Plans (Funded Status) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Pension Plans [Member] | ||||
Change in benefit obligation [Roll Forward] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 8,396 | 8,968 | 25,946 | 26,904 |
Change in plan assets [Roll Forward] | ||||
Employer contributions | 4,144 | |||
Post-Retirement Healthcare Plans [Member] | ||||
Change in benefit obligation [Roll Forward] | ||||
Service cost | 39 | 31 | 117 | 93 |
Interest cost | $ 36 | $ 42 | $ 108 | $ 126 |
Pension and Other Post-Retire49
Pension and Other Post-Retirement Benefit Plans (Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | $ (12,900) | |||
Continuing Operations [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | (5,300) | |||
Discontinued Operations [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | (7,600) | |||
Pension Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 8,396 | 8,968 | 25,946 | 26,904 |
Expected return on plan assets | (10,520) | (10,264) | (32,379) | (30,792) |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 12,923 | 0 | 12,923 | 0 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Amortization of net loss | 1,944 | 3,368 | 5,819 | 10,104 |
Net periodic benefit cost | 12,743 | 2,072 | 12,309 | 6,216 |
Post-Retirement Healthcare Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 39 | 31 | 117 | 93 |
Interest cost | 36 | 42 | 108 | 126 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | 0 | 0 | 0 |
Amortization of prior service cost | (13) | (26) | (39) | (78) |
Amortization of net loss | 71 | 40 | 213 | 120 |
Net periodic benefit cost | $ 133 | $ 87 | $ 399 | $ 261 |
Pension and Other Post-Retire50
Pension and Other Post-Retirement Benefit Plans (Cash Flows) (Details) - Pension Plans [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Employer contributions | $ 4,144 |
Estimated future employer contributions | $ 400 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017Rate | |
Income Tax Disclosure [Line Items] | |
Effective Income Tax Rate Reconciliation, Percent | 39.57% |
Effective Income Tax Rate Reconciliation, Percent | (36.24%) |
Income Taxes (Income Tax Provis
Income Taxes (Income Tax Provision (Benefit)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred taxes: | ||||
Total income tax expense from continuing operations | $ 7,460 | $ 1,007 | $ 19,244 | $ 12,219 |
Income Taxes (Tax Rate Reconcil
Income Taxes (Tax Rate Reconciliation) (Details) | 9 Months Ended |
Sep. 30, 2017Rate | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |
Effective income tax rate | (36.24%) |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 14, 2017 | Apr. 20, 2017 | Feb. 07, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | |||||||||
Pre-tax (charge) on derivative instruments | $ (34,433) | $ (8,473) | $ (100,213) | $ (3,443) | |||||
Net loss on financial instruments | $ (61) | $ 276 | |||||||
Gain/Loss convertible debt hedge asset and note obligation valuation | $ 600 | ||||||||
May 9, 2016 [Member] | Swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Stated Interest Rate | 1.703% | 1.703% | 0.00% | ||||||
Market Value (Liability) | $ 0 | ||||||||
Derivative Liability, Notional Amount | $ 37,500 | $ 37,500 | $ 39,375 | 0 | |||||
Interest Rate Derivative Assets, at Fair Value | $ 2 | $ 2 | |||||||
March 31, 2022 [Member] | Swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Stated Interest Rate | 1.90% | 1.90% | 0.00% | ||||||
Market Value (Liability) | $ (126) | $ (126) | 0 | ||||||
Derivative Liability, Notional Amount | $ 50,000 | $ 50,000 | $ 50,000 | 0 | |||||
March 31, 2022 Second [Member] | Swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Stated Interest Rate | 0.00% | 0.00% | 0.00% | ||||||
Market Value (Liability) | $ (225) | $ (225) | 0 | ||||||
Derivative Liability, Notional Amount | $ 75,000 | $ 75,000 | $ 75,000 | 0 | |||||
June 30, 2017 [Member] [Member] | Swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Stated Interest Rate | 1.1825% | 1.1825% | |||||||
Market Value (Liability) | $ 0 | $ 0 | (77) | ||||||
Derivative Liability, Notional Amount | $ 0 | $ 0 | 43,125 | ||||||
May 5, 2021 [Member] [Member] [Member] | Swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Stated Interest Rate | 0.00% | 0.00% | |||||||
Derivative Liability, Notional Amount | $ 37,500 | $ 37,500 | 43,125 | ||||||
Interest Rate Derivative Assets, at Fair Value | $ 544 | $ 544 | $ 547 | ||||||
Convertible Debt [Member] | |||||||||
Derivative [Line Items] | |||||||||
convertible note hedge shares | 8.1 |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Defined Benefit Plan, Actuarial Gain (Loss) | $ (5,821) | $ (5,821) | ||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (1,356) | $ (1,341) | (1,356) | $ (1,341) | $ (1,341) | $ (1,477) | $ (1,085) | $ (1,395) |
Accumulated other comprehensive income (loss), beginning balance | (77,187) | (94,392) | (79,866) | (99,012) | ||||
Other comprehensive income (loss) before reclassifications: | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | (24) | (397) | 186 | 75 | ||||
Other comprehensive income (loss), reclassification from AOCI, Pension and Other Postretirement Benefit Plans, plan curtailment, before tax | 12,923 | 12,923 | ||||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 9 | 141 | (65) | (21) | ||||
Amounts reclassified from accumulated other comprehensive income: | ||||||||
Actuarial costs (reclassified to salaries, wages and benefits) | 2,015 | 3,408 | 6,032 | 10,224 | ||||
Negative prior service cost (reclassified to salaries, wages and benefits) | (13) | (26) | (39) | (78) | ||||
Income tax expense | (3,295) | (1,086) | (4,817) | (3,702) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (15) | (256) | 121 | 54 | ||||
Other comprehensive income, net of tax | 5,785 | 1,899 | 8,464 | 6,519 | ||||
Accumulated other comprehensive income (loss), ending balance | (71,402) | (92,493) | (71,402) | (92,493) | ||||
Total comprehensive income (loss) | (27,099) | 4,062 | (68,158) | 28,475 | ||||
Pension Plans [Member] | ||||||||
Schedule of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Defined Benefit Plan, Actuarial Gain (Loss) | (5,821) | (5,821) | ||||||
Accumulated other comprehensive income (loss), beginning balance | (74,619) | (93,010) | (77,088) | (97,302) | ||||
Other comprehensive income (loss) before reclassifications: | ||||||||
Other comprehensive income (loss), reclassification from AOCI, Pension and Other Postretirement Benefit Plans, plan curtailment, before tax | 12,923 | 12,923 | ||||||
Amounts reclassified from accumulated other comprehensive income: | ||||||||
Actuarial costs (reclassified to salaries, wages and benefits) | 1,944 | 3,368 | 5,819 | 10,104 | ||||
Income tax expense | (3,283) | (1,222) | (4,689) | (3,666) | ||||
Other comprehensive income, net of tax | 5,763 | 2,146 | 8,232 | 6,438 | ||||
Accumulated other comprehensive income (loss), ending balance | (68,856) | (90,864) | (68,856) | (90,864) | ||||
Post-Retirement Plans [Member] | ||||||||
Schedule of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Accumulated other comprehensive income (loss), beginning balance | (1,227) | (297) | (1,301) | (315) | ||||
Amounts reclassified from accumulated other comprehensive income: | ||||||||
Actuarial costs (reclassified to salaries, wages and benefits) | 71 | 40 | 213 | 120 | ||||
Negative prior service cost (reclassified to salaries, wages and benefits) | (13) | (26) | (39) | (78) | ||||
Income tax expense | (21) | (5) | (63) | (15) | ||||
Other comprehensive income, net of tax | 37 | 9 | 111 | 27 | ||||
Accumulated other comprehensive income (loss), ending balance | $ (1,190) | $ (288) | $ (1,190) | $ (288) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 1,040,569 | 1,157,659 |
Granted (in shares) | 243,940 | 294,060 |
Converted (in shares) | (173,210) | (160,500) |
Expired (in shares) | 0 | 0 |
Forfeited (in shares) | (3,800) | (9,200) |
Outstanding at end of period (in shares) | 1,107,499 | 1,282,019 |
Vested (in shares) | 324,599 | 338,919 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Outstanding at beginning of period, Weighted average grant-date fair value (in dollars per share) | $ 9.97 | $ 7.52 |
Granted, Weighted average grant-date fair value (in dollars per share) | 17.52 | 15.43 |
Converted, Weighted average grant-date fair value (in dollars per share) | 9.69 | 7.20 |
Expired, Weighted average grant-date fair value (in dollars per share) | 0 | 0 |
Forfeited, Weighted average grant-date fair value (in dollars per share) | 13.66 | 10.23 |
Outstanding at end of period, Weighted average grant-date fair value (in dollars per share) | 11.66 | 9.36 |
Vested (in dollars per share) | $ 6.39 | $ 6.12 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Share-based compensation expense | $ 2.6 | $ 2.2 |
Unrecognized share-based compensation expense | $ 4.7 | |
Unrecognized share-based compensation, weighted average recognition period | 1 year 4 months | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 3 years | |
Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 3 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Historical volatility period | 3 years | |
Risk-free interest rate | 1.70% | |
Expected volatility rate | 34.70% | |
Market Condition Award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, Weighted average grant-date fair value (in dollars per share) | $ 20.18 | |
Performance Condition Award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, Weighted average grant-date fair value (in dollars per share) | $ 16.72 | |
Time-Based Awards [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Number of additional outstanding shares issued (in shares) | 1,360,474 | |
Director [Member] | Time-Based Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vested (in shares) | 324,599 | |
Director [Member] | Time-Based Awards [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 6 months | |
Director [Member] | Time-Based Awards [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 12 months |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock Repurchased During Period, Shares | 380,637 | |||
Stock Repurchased During Period, Value | $ 8,500 | |||
Accelerated Share Repurchases, Final Price Paid Per Share | $ 22.42 | |||
Earnings Per Share Reconciliation [Abstract] | ||||
Earnings from continuing operations | $ (28,229) | $ 2,116 | $ (72,351) | $ 21,815 |
Fair Value Adjustment of Warrants | (35,000) | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ (28,229) | $ 2,116 | $ (72,351) | $ 21,815 |
Weighted-average shares outstanding for basic earnings per share (in shares) | 58,733,000 | 59,379,000 | 58,965,000 | 62,084,000 |
Common equivalent shares: | ||||
Effect of stock-based compensation awards (in shares) | 0 | 904,000 | 0 | 1,940,000 |
Weighted-average shares outstanding assuming dilution (in shares) | 58,733,000 | 60,283,000 | 58,965,000 | 64,024,000 |
Basic earnings per share from continuing operations (in dollars per share) | $ (0.48) | $ 0.04 | $ (1.23) | $ 0.35 |
Diluted earnings per share from continuing operations (in dollars per share) | $ (0.48) | $ 0.04 | $ (1.23) | $ 0.34 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,900,000 | 9,800,000 | 14,900,000 | 9,800,000 |
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrant shares to be issued | 8,111,000 | 0 | 8,111,000 | 0 |
Segment Information (Segment Re
Segment Information (Segment Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
REVENUES | $ 254,101 | $ 193,261 | $ 745,229 | $ 547,195 | |
Customer revenues | 254,101 | 193,261 | 745,229 | 547,195 | |
Depreciation and amortization expense | 37,605 | 33,939 | 111,828 | 99,605 | |
Net unallocated interest expense | (4,351) | (2,897) | (11,658) | (8,229) | |
Net loss on financial instruments | (34,433) | (8,473) | (100,213) | (3,443) | |
Non-operating charges from non-consolidating affiliates | (945) | 0 | (945) | 0 | |
Pre-tax earnings from continuing operations | (20,769) | 3,123 | (53,107) | 34,034 | |
Assets | 1,486,903 | 1,486,903 | $ 1,259,330 | ||
Customer Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 254,101 | 193,261 | 745,229 | 547,195 | |
Customer revenues | 254,101 | 193,261 | 745,229 | 547,195 | |
CAM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 58,465 | 46,346 | 155,973 | 145,511 | |
Customer revenues | 58,465 | 46,346 | 155,973 | 145,511 | |
Depreciation and amortization expense | 26,829 | 22,958 | 31,368 | 68,295 | |
Segment earnings (loss) | 19,445 | 16,110 | 45,570 | 51,849 | |
Net unallocated interest expense | (4,000) | (2,900) | (10,900) | (7,800) | |
Assets | 1,140,559 | 1,140,559 | 971,986 | ||
CAM [Member] | Customer Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 40,940 | 27,920 | 104,102 | 86,068 | |
Customer revenues | 40,940 | 27,920 | 104,102 | 86,068 | |
ACMI Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 146,943 | 128,702 | 436,391 | 357,803 | |
Customer revenues | 146,943 | 128,702 | 436,391 | 357,803 | |
Depreciation and amortization expense | 9,805 | 10,528 | 77,383 | 30,300 | |
Segment earnings (loss) | (5,223) | (9,686) | (8,841) | (27,172) | |
Assets | 175,963 | 175,963 | 164,489 | ||
ACMI Services [Member] | Customer Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 146,938 | 128,702 | 436,386 | 357,803 | |
Customer revenues | 146,938 | 128,702 | 436,386 | 357,803 | |
All other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 94,470 | 65,328 | 300,184 | 177,592 | |
Customer revenues | 94,470 | 65,328 | 300,184 | 177,592 | |
Depreciation and amortization expense | 971 | 453 | 3,077 | 1,010 | |
Segment earnings (loss) | 655 | 5,089 | 11,977 | 13,087 | |
Assets | 170,381 | 170,381 | $ 122,855 | ||
All other [Member] | Customer Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | 66,223 | 36,639 | 204,741 | 103,324 | |
Customer revenues | 66,223 | 36,639 | 204,741 | 103,324 | |
Significant Reconciling Items [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net unallocated interest expense | (268) | 83 | (655) | (287) | |
Eliminate inter-segment revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
REVENUES | (45,777) | (47,115) | (147,319) | (133,711) | |
Customer revenues | $ (45,777) | $ (47,115) | $ (147,319) | $ (133,711) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segments | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments (in segments) | segments | 2 | |||
Interest expense | $ 4,351 | $ 2,897 | $ 11,658 | $ 8,229 |
CAM [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense | $ 4,000 | $ 2,900 | $ 10,900 | $ 7,800 |
Segment Information (Entity-Wid
Segment Information (Entity-Wide Disclosures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Customer revenues | $ 254,101 | $ 193,261 | $ 745,229 | $ 547,195 |
Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 254,101 | 193,261 | 745,229 | 547,195 |
CAM [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 58,465 | 46,346 | 155,973 | 145,511 |
CAM [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 40,940 | 27,920 | 104,102 | 86,068 |
All other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 94,470 | 65,328 | 300,184 | 177,592 |
All other [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 66,223 | 36,639 | 204,741 | 103,324 |
Mailing Handling Services [Member] | All other [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 48,283 | 23,502 | 123,564 | 62,553 |
Aircraft Maintenance and Part Sales [Member] | All other [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 13,915 | 8,958 | 70,492 | 30,217 |
Facility and Ground Equipment Maintenance [Member] | All other [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | 3,625 | 3,780 | 9,528 | 9,281 |
Other Activity [Member] | All other [Member] | Customer Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenues | $ 400 | $ 399 | $ 1,157 | $ 1,273 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Adjustment of Warrants | $ (35,000) | |||
REVENUES | 254,101 | $ 193,261 | $ 745,229 | $ 547,195 |
Net earnings (loss) from continuing operations | (28,229) | 2,116 | (72,351) | 21,815 |
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES | $ (4,655) | $ 47 | $ (4,271) | $ 141 |
Weighted average shares: | ||||
Basic (in shares) | 58,733 | 59,379 | 58,965 | 62,084 |
Diluted (in shares) | 58,733 | 60,283 | 58,965 | 64,024 |
Earnings per share from continuing operations | ||||
Basic (in dollars per share) | $ (0.48) | $ 0.04 | $ (1.23) | $ 0.35 |
Diluted (in dollars per share) | $ (0.48) | $ 0.04 | $ (1.23) | $ 0.34 |
ACMI Services [Member] | ||||
REVENUES | $ 146,943 | $ 128,702 | $ 436,391 | $ 357,803 |
Uncategorized Items - atsg-2017
Label | Element | Value |
Retained Earnings [Member] | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | us-gaap_ComprehensiveIncomeNetOfTax | $ (32,884,000) |