1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
COMMISSION FILE NUMBER 0-25732
ATLAS AIR WORLDWIDE
HOLDINGS, INC. ATLAS AIR, INC.
(Exact name of registrant (Exact name of registrant
as specified in its as specified in its
charter) charter)
DELAWARE DELAWARE
(State or other (State or other
jurisdiction of jurisdiction of
incorporation or incorporation or
organization) organization)
13-4146982 84-1207329
(IRS Employer (IRS Employer
Identification No.) Identification No.)
2000 WESTCHESTER AVE., 2000 WESTCHESTER AVE.,
PURCHASE, NY 10577 PURCHASE, NY 10577
(Address of principal (Address of principal
executive offices) (Zip executive offices) (Zip
Code) Code)
(914) 701-8000 (914) 701-8000
(Registrant's telephone (Registrant's telephone
number, number,
including area code) including area code)
This combined Form 10-Q is separately filed by Atlas Air Worldwide
Holdings, Inc. and Atlas Air, Inc. Information contained herein relating to any
individual registrant is filed by such registrant on its behalf. No registrant
makes any representation as to information relating to any other registrant.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ] .
As of May 10, 2001 Atlas Air Worldwide Holdings, Inc. had 38,227,922 shares
of $.01 par value Common Stock outstanding.
As of May 10, 2001 Atlas Air , Inc. had 100 shares of $.01 par value Common
Stock outstanding. All shares are held by Atlas Air Worldwide Holdings, Inc.
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2
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item Consolidated Financial Statements
1.
Consolidated Balance Sheets --
March 31, 2001 and December 31, 2000................... 3
Consolidated Statements of Operations --
Three Months Ended March 31, 2001 and 2000............. 4
Consolidated Statements of Cash Flows --
Three Months Ended March 31, 2001 and 2000............. 5
Notes to Consolidated Financial Statements.................. 6
Item Management's Discussion and Analysis of Financial Condition
2. and Results of Operations.............................. 10
Item Quantitative and Qualitative Disclosures About Market
3. Risk................................................... 16
PART II. OTHER INFORMATION
Item Legal Proceedings........................................... 17
1.
Item Exhibits and Reports on Form 8-K............................ 17
6.
Signatures.................................................. 18
2
3
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents................................. $ 333,840 $ 493,723
Short-term investments.................................... 59,956 65,269
Accounts receivable and other, net........................ 125,117 145,937
---------- ----------
Total current assets.............................. 518,913 704,929
Property and equipment:
Flight equipment.......................................... 1,584,958 1,537,047
Other..................................................... 45,955 43,815
---------- ----------
1,630,913 1,580,862
Less accumulated depreciation............................. (261,940) (245,976)
---------- ----------
Net property and equipment........................ 1,368,973 1,334,886
Other assets:
Debt issuance costs, net of accumulated amortization of
$17,284 and $16,255, respectively...................... 23,513 24,540
Deposits and other........................................ 114,386 109,702
---------- ----------
Total assets...................................... $2,025,785 $2,174,057
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt......................... $ 56,391 $ 55,018
Accounts payable and accrued liabilities.................. 60,746 135,287
Income tax payable........................................ 3,000 31,359
---------- ----------
Total current liabilities......................... 120,137 221,664
Long-term debt, net of current portion...................... 981,800 1,037,789
Other liabilities........................................... 310,038 286,120
Deferred income taxes....................................... 62,779 76,278
Stockholders' equity:
Preferred Stock, $1 par value; 10,000,000 shares
authorized; no shares issued........................... -- --
Common Stock, $0.01 par value; 50,000,000 shares
authorized; 38,227,757 shares issued................... 382 382
Additional paid-in capital................................ 305,871 305,871
Retained earnings......................................... 246,526 247,763
Deferred compensation -- Restricted Stock................. (1,397) (286)
Treasury Stock, at cost; 9,098 and 60,824 shares,
respectively........................................... (351) (1,524)
---------- ----------
Total stockholders' equity........................ 551,031 552,206
---------- ----------
Total liabilities and stockholders' equity........ $2,025,785 $2,174,057
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
3
4
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
-------- --------
Revenues:
Contract services......................................... $160,648 $163,576
Charters, scheduled services and other.................... 19,664 2,836
-------- --------
Total operating revenues.......................... 180,312 166,412
Operating expenses:
Flight crew salaries and benefits......................... 15,840 14,182
Other flight-related expenses............................. 11,673 13,985
Maintenance............................................... 29,408 33,645
Aircraft and engine rentals............................... 31,386 16,956
Fuel and ground handling.................................. 5,745 5,247
Depreciation and amortization............................. 20,186 22,738
Other..................................................... 27,894 16,483
Profit sharing settlement expense......................... 22,815 --
-------- --------
Total operating expenses.......................... 164,947 123,236
Operating income............................................ 15,365 43,176
Other income (expense):
Interest income........................................... 7,634 6,208
Interest expense.......................................... (22,514) (29,987)
SFAS 133 fair value adjustment of interest rate swap...... (2,061) --
-------- --------
(16,941) (23,779)
-------- --------
Income (loss) before income taxes and cumulative effect of a
change in accounting principle............................ (1,576) 19,397
Income tax benefit (expense)................................ 1,583 (7,378)
-------- --------
Income before cumulative effect of a change in accounting
principle................................................. $ 7 $ 12,019
-------- --------
Cumulative effect of a change in accounting principle, net
of applicable tax benefit of $933......................... (1,589) --
-------- --------
Net income (loss)........................................... $ (1,582) $ 12,019
======== ========
Basic earnings per share:
Income before cumulative effect of a change in accounting
principle.............................................. $ 0.00 $ 0.35
Cumulative effect of a change in accounting principle..... (0.04) --
-------- --------
Net income................................................ $ (0.04) $ 0.35
======== ========
Weighted average common shares............................ 38,125 34,418
======== ========
Diluted earnings per share:
Income before cumulative effect of a change in accounting
principle.............................................. $ 0.00 $ 0.35
Cumulative effect of a change in accounting principle..... (0.04) --
-------- --------
Net income................................................ $ (0.04) $ 0.35
======== ========
Weighted average common shares............................ 38,435 34,608
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
4
5
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------
2001 2000
--------- ---------
OPERATING ACTIVITIES:
Net income.................................................. $ (1,582) $ 12,019
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization............................. 20,186 22,738
Amortization of debt issuance costs and lease financing
gains and losses....................................... (2,513) 310
Adoption of SFAS 133; and disposition of property and
equipment.............................................. (10,346) --
Deferred income taxes..................................... (13,499) 7,184
Changes in operating assets and liabilities:
Accounts receivable and other.......................... 20,820 (7,270)
Deposits and other..................................... (423) (337)
Accounts payable and accrued expenses.................. (76,318) (27,568)
Income tax payable..................................... (28,359) --
--------- ---------
Net cash (used in) provided by operating
activities...................................... (92,034) 7,076
INVESTING ACTIVITIES:
Purchase of property and equipment.......................... (66,291) (103,611)
Proceeds from sale of property and equipment................ 53,887 --
Purchase of investments..................................... (37,021) (13,273)
Maturity of investments..................................... 37,573 17,564
--------- ---------
Net cash used in investing activities............. (11,852) (99,320)
FINANCING ACTIVITIES:
Issuance of Common Stock.................................... -- 954
Purchase of Treasury Stock.................................. -- --
Issuance of Treasury Stock.................................. 407 248
Net proceeds from debt issuance and lease financing......... -- 73,133
Principal payments on notes payable......................... (54,616) (31,803)
Cash restricted for letter of credit........................ -- (25,001)
Debt issuance costs and deferred lease costs................ (1,788) (3,981)
--------- ---------
Net cash (used in) provided by financing
activities...................................... (55,997) 13,550
--------- ---------
Net decrease in cash........................................ (159,883) (78,694)
Cash and cash equivalents at beginning of period............ 493,723 331,605
--------- ---------
Cash and cash equivalents at end of period.................. $ 333,840 $ 252,911
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
5
6
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position of Atlas Air
Worldwide Holdings, Inc. and its wholly-owned subsidiaries (collectively, the
"Company" or "Atlas") as of March 31, 2001 and the results of operations and
cash flows for the periods presented. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission's rules and regulations. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year. Management believes the
disclosures made are adequate to ensure that the information is not misleading,
and suggests that these financial statements be read in conjunction with the
Company's December 31, 2000 audited financial statements included in Atlas Air
Inc.'s Annual Report on Form 10-K.
Separate financial statements for Atlas Air, Inc. have not been included
since they are identical to the consolidated financial statements of Atlas Air
Worldwide Holdings, Inc.
2. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to current
year presentation.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation." This Interpretation clarifies (a) the definition of employee for
purposes of applying APB Opinion No. 25, (b) the criteria for determining
whether a plan qualifies as a noncompensatory plan, (c) the accounting
consequence of various modifications to the terms of a previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination. The adoption of this Interpretation has not
had a material impact on the Company's financial position or operating results.
In September 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers of Servicing of Financial Assets and Extinguishments of Liabilities,"
which revises standards for accounting for securitizations and other transfers
of financial assets and collateral and requires certain disclosures, but carries
over most of the provisions of SFAS No. 125 without reconsideration. SFAS No.
140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. SFAS No. 140 is
not expected to have a material effect on the Company's financial position or
results of operations.
4. INVESTMENTS
The Company invests excess cash in part in various held-to-maturity
securities, as defined in SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," which requires investments in debt securities to be
classified as held-to-maturity and measured at amortized cost only if the
reporting enterprise has the positive intent and ability to hold those
securities to maturity. The following tables set forth
6
7
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the aggregate fair value, gross unrealized holding gains, gross unrealized
holding losses, and amortized/ accreted cost basis by major security type as of
March 31, 2001 and December 31, 2000 (in thousands):
AGGREGATE GROSS UNREALIZED GROSS UNREALIZED (AMORTIZATION)
SECURITY TYPE FAIR VALUE HOLDING GAINS HOLDING LOSSES ACCRETION
- ------------- ---------- ---------------- ---------------- --------------
MARCH 31, 2001:
Included in cash and cash
equivalents:
Corporate Bonds.............. $ 17,511 $ 1 $-- $ 104
Commercial Paper............. 93,453 -- 4 (167)
Taxable Auction Securities... 10,500 -- -- --
Municipal Bonds.............. 118,250 -- -- --
US Government Agencies....... 13,437 -- -- (63)
Market Auction Preferreds.... 13,700 -- -- --
-------- ---- --- -----
Totals............... $266,851 $ 1 $ 4 $(126)
======== ==== === =====
Included in short-term
investments:
US Government Agencies....... $ 17,355 $ -- $ 3 $(143)
Commercial Paper............. 11,968 8 -- (63)
Corporate Notes.............. 3,330 79 -- (12)
Corporate Bonds.............. 4,328 10 -- 550
Market Auction Preferreds.... 16,500 -- -- --
Asset Backed................. 3,901 2 -- (1)
Euro Bonds................... 2,252 22 -- 147
-------- ---- --- -----
Totals............... $ 59,634 $121 $ 3 $ 478
======== ==== === =====
Included in deposits and other:
Corporate Notes.............. $ 1,812 $ 26 $-- $ --
Corporate Bonds.............. 23,909 85 -- --
Euro Bonds................... 26,075 64 -- --
-------- ---- --- -----
Totals............... $ 51,796 $175 $-- $ --
======== ==== === =====
DECEMBER 31, 2000:
Included in cash and cash
equivalents:
Corporate Bonds.............. $ 22,184 $ 25 $-- $ 4
Commercial Paper............. 111,683 -- 31 291
Taxable Auction Securities... 7,500 -- -- --
Municipal Bonds.............. 8,850 -- -- --
Market Auction Preferreds.... 111,325 -- -- --
-------- ---- --- -----
Totals............... $261,542 $ 25 $31 $ 295
======== ==== === =====
Included in short-term
investments:
US Government Agencies....... $ 6,999 $ -- $ 1 $ --
Commercial Paper............. 16,693 1 -- 60
Corporate Notes.............. 15,117 63 -- (6)
Corporate Bonds.............. 7,100 -- 1 (1)
Market Auction Preferreds.... 16,500 -- -- --
Euro Bonds................... 2,233 3 -- --
-------- ---- --- -----
Totals............... $ 64,642 $ 67 $ 2 $ 53
======== ==== === =====
7
8
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AGGREGATE GROSS UNREALIZED GROSS UNREALIZED (AMORTIZATION)
SECURITY TYPE FAIR VALUE HOLDING GAINS HOLDING LOSSES ACCRETION
- ------------- ---------- ---------------- ---------------- --------------
Included in deposits and other:
US Government Agencies....... $ 6,002 $ 2 $-- $ 1
Corporate Notes.............. 10,207 8 -- 2
Guaranteed Investment
Contracts................. 41,100 -- -- --
Corporate Bonds.............. 17,254 -- 71 (8)
Euro Bonds................... 14,316 30 -- 12
-------- ---- --- -----
Totals............... $ 88,879 $ 40 $71 $ 7
======== ==== === =====
In addition, accrued interest on cash and cash equivalents, short-term and
long-term investments at March 31, 2001 was approximately $0.8 million, $0.4
million and $1.6 million, respectively. Accrued interest on cash and cash
equivalents, short-term and long-term investments at December 31, 2000 was
approximately $1.1 million, $0.6 million and $1.3 million, respectively.
Interest earned on these investments and related maturities is reinvested in
similar securities. Securities included in short-term investments have maturity
dates of less than one year.
5. COMMITMENTS AND CONTINGENCIES
In October 2000, the Company exercised options under the Boeing Purchase
Agreement for four additional 747-400's to be delivered in 2002. Advance
payments for all aircraft will approximate $61.1 million during the remainder of
2001. The Company plans to use internally generated funds together with general
Company financings and aircraft financing to fund the remaining costs of these
aircraft.
In March 2000, Atlas Air, Inc. received an order from the Government of
India ("India") seeking approximately $1.1 million in taxes (plus interest of
approximately $1.1 million and possible penalties) for the tax year 1996 to
1997. Subsequent to the initial order, the government of India eliminated the
interest charge and reduced the $1.1 million tax assessment. India also
requested additional information for subsequent tax years. The Company believes
that it is exempt from Indian taxes under a United States/India treaty and has
been contesting the assessment vigorously.
On May 24, 2000, ALPA filed suit against Atlas Air, Inc. in the Southern
District of Florida seeking to enjoin, as a violation of the Railway Labor Act,
its establishment of a subsidiary in the United Kingdom to conduct overseas
operations out of London Stansted Airport. The Company believes the suit is
without merit and intends to vigorously defend the action.
6. PER SHARE AMOUNTS
Basic earnings per share were computed by dividing net income before
cumulative effect by the weighted-average number of shares of common stock
outstanding during the year. In addition, diluted earnings per share amounts
include potential common shares including restricted stock and options granted
under the Company's annual and long-term incentive plans using the treasury
stock method unless the result would be anti-dilutive.
8
9
ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table sets forth the computations of basic and diluted earnings
per share before cumulative effect of a change in accounting principle (in
thousands, except for per share data):
THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
-------- --------
Earnings Attributable to Common Stockholders
Income before cumulative effect of a change in accounting
principle.............................................. $ 7 $12,019
Shares
Weighted average shares outstanding (Basic)............... 38,125 34,418
Employee options and shares............................... 3,017 2,079
Assumed treasury shares purchased......................... (1,990) (1,480)
------- -------
Dilutive potential common shares.......................... 39,152 35,017
Weighted average shares outstanding (Diluted)............. 38,435 34,608
Earnings Per Share (before cumulative effect)
Basic..................................................... $ 0.00 $ 0.35
Diluted................................................... $ 0.00 $ 0.35
7. SUBSEQUENT EVENTS
In April 2001, Atlas Air, Inc. reached an agreement with ALPA regarding
crew member's profit sharing. All profit sharing for crew members has been
restored retroactive to April 1999, and is reflected in the first quarter
financial results. The settlement includes 2001 amounts.
In April 2001, the Company announced that it has become a minority investor
in a new United Kingdom-based cargo airline, known as Global Supply Systems,
Limited (Global). The Company will initially provide ACMI leases of Boeing 747
freighter aircraft to airlines in the United Kingdom.
In May 2001, the Company announced that it will be enacting cost reduction
measures designed to respond to the current economic environment and the
corresponding reduction in air cargo demand. In response to weaker demand, the
Company will furlough 105 of its crewmembers.
9
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The cargo operations of our airline customers are seasonal in nature, with
peak activity typically occurring in the second half of the year, and with a
significant decline occurring in the first quarter. This decline in cargo
activity is largely due to the decrease in shipping that occurs following the
December and January holiday seasons associated with the celebration of
Christmas and the Chinese New Year. Certain customers have, in the past, elected
to use that period of the year to exercise their contractual options to cancel a
limited number (generally not more than 5% per year) of guaranteed hours with
us, and are expected to continue to do so in the future. As a result, our
revenues typically decline in the first quarter of the year as our contractual
aircraft utilization level temporarily decreases. We seek to schedule, to the
extent possible, our major aircraft maintenance activities during this period to
take advantage of any unutilized aircraft time.
The aircraft acquisitions and lease arrangements are described in Note 6 of
Atlas Air Inc.'s December 31, 2000 consolidated financial statements included in
the annual report on form 10-K. The timing of when an aircraft enters our fleet
can affect not only annual performance, but can make quarterly results vary,
thereby affecting the comparability of operations from period to period. In
addition, the number of aircraft utilized from period to period as spare or
maintenance back-up aircraft may also cause quarterly results to vary.
The table below sets forth selected financial and operating data for the
first quarter of 2001 and 2000 (dollars in thousands).
2001 2000
1ST QUARTER 1ST QUARTER
----------- -----------
Total operating revenues.................................... $ 180,312 $ 166,412
Operating expenses.......................................... 142,132 123,236
Operating income............................................ 38,180 43,176
Other income (expense)...................................... (16,941) (23,779)
Net income.................................................. 12,792(1) 12,019
Block hours................................................. 29,776 29,193
Average aircraft operated................................... 34.2 30.5
Operating margin............................................ 21.2% 25.9%
- ---------------
(1) Net income is after cumulative effect of a change in accounting principle.
Note: 2001 results exclude the charge for profit sharing settlement in the
first quarter.
OPERATING REVENUES AND RESULTS OF OPERATIONS
Total operating revenues for the quarter ended March 31, 2001 increased to
$180.3 million from $166.4 million for the same period in 2000, or approximately
8%. The average number of aircraft in our fleet during the first quarter of 2001
was 34.2 compared to 30.5 during the same period in 2000. Total block hours for
the first quarter of 2001 were 29,776 compared to 29,193 for the same period in
2000, an increase of approximately 2%.
Operating revenue per block hour increased by approximately 6% to $6,056
for the first quarter of 2001 compared to $5,700 for the first quarter of 2000.
Contract service revenue was $5,395 per block hour for the first quarter of 2001
compared to $5,603 per block hour during the first quarter 2000. The change in
rate was caused in part by a change in block hour mix (and the associated shift
in revenues) from contract revenue to charter and scheduled service revenue
during first quarter of 2001. Charter, scheduled service and other revenue was
$661 per block hour during the first quarter of 2001 compared to $97 per block
hour for the same period in 2000, including in large part gains from the
disposition of certain property and equipment.
Excluding the expense recorded for settlement associated with the profit
sharing plan, our operating results decreased by approximately 12% from a $43.2
million operating profit for the first quarter of 2000 to an
10
11
operating profit of $38.2 million for the first quarter of 2001. Results of
operations were impacted by the change in our fleet mix from owned to leased
aircraft, and the resulting shift from interest expense to operating expense,
coupled with higher flight crew salaries and benefits, higher fuel and ground
handling expenses, and higher other expenses period over period.
In the first quarter of 2001, we recorded a one-time charge of
approximately $1.6 million, net of applicable tax benefit of approximately $.9
million, associated with the recording of the fair value of an interest rate
swap in accordance with our adoption of SFAS 133 "Accounting for Derivative
Instruments and Hedging Activities." Also, as a result of SFAS 133 adoption, we
recorded a non-cash, pre-tax charge of $2.1 million for changes in the fair
value of our derivative instrument.
Excluding all of the accounting changes associated with SFAS 133
implementation and the impact of the profit sharing plan settlement, net income
for the first quarter of 2001 increased by 32%, to $15.7 million, compared to
net income of $12.0 million for the first quarter of 2000. Excluding only the
one-time charge, our net income was $7.0 thousand for the first quarter of 2001.
OPERATING EXPENSES
Our principal operating expenses include flight crew salaries and benefits;
other flight-related expenses; maintenance; aircraft and engine rentals; fuel
costs for non-ACMI contract services; ground handling; depreciation and
amortization; and other expenses.
Flight crew salaries and benefits include all such current expenses for our
pilot work force. Flight crew salaries and benefits increased to $15.8 million
in the first quarter of 2001 compared to $14.2 million in 2000, primarily due to
the increase in the number of aircraft in our fleet and aircraft block hours.
While actual expense increased by approximately 12% quarter over quarter, on a
block hour basis this expense increased by approximately 10% to $532 per hour
for the first quarter of 2001 from $486 per hour for the same period in 2000.
The reinstatement of pilot profit sharing takes effect in the second quarter of
2001, and will be reflected in this expense category.
In the first quarter of 2001 we recognized $22.8 million related to the
profit sharing settlement, which restored profit sharing payments to flight crew
members retroactive to April 1999. The settlement includes 2001 amounts.
Other flight-related expenses include hull and liability insurance on our
aircraft, crew travel and meal expenses, initial upgrade and recurrent crew
training costs and other expenses necessary to conduct our flight operations,
such as communication and navigation fees.
Other flight-related expenses decreased to $11.7 million in the first
quarter of 2001 from $14.0 million in the first quarter of 2000, or
approximately 17%. On a block hour basis, other flight-related expenses
decreased approximately 18% to $392 per block hour for the first quarter of 2001
from $479 per block hour for the same period in 2000. This decrease was
primarily due to improvements in crew travel and crew basing strategies, and
reduced initial crew training costs compared to the prior period.
Maintenance expenses include all expenses related to the upkeep of the
aircraft, including maintenance, labor, parts, supplies and maintenance
reserves. The costs of C Checks, D Checks and engine overhauls not otherwise
covered by maintenance reserves are capitalized as they are incurred and
amortized over the life of the maintenance event. In addition, in January 1995
we contracted with KLM for a significant part of our regular maintenance
operations and support on a fixed cost per flight hour basis. In December 1999,
we entered into a ten-year maintenance agreement with MTU Maintenance Hanover, a
subsidiary of Daimler Chrysler Aerospace, to provide regular maintenance at a
fixed rate per flight hour for engines which were previously serviced under the
KLM agreement, plus additional engines. Effective October 1996, certain
additional aircraft engines were accepted into the GE engine maintenance
program, also on a fixed cost per flight hour basis, pursuant to a ten-year
maintenance agreement. During 1998, we entered into separate long-term contracts
with Lufthansa Technik for the airframe maintenance and with GE for the engine
maintenance of the 747-400 freighter aircraft, effective with the introduction
of the 747-400 freighter aircraft into our fleet in the second half of 1998.
11
12
Maintenance expense decreased to $29.4 million in the first quarter of 2001
from $33.6 million in the same period of 2000, or approximately 13%. On a block
hour basis, maintenance expense decreased by approximately 14% to $988 per block
hour in the first quarter of 2001 from $1,153 per block hour in the first
quarter of 2000, primarily reflecting improvements in maintenance agreement
rates, and a shift in fleet mix toward new 747-400 aircraft that have lower
associated maintenance costs.
Aircraft and engine rentals include the cost of leasing aircraft and spare
engines, as well as the cost of short-term engine leases required to replace
engines removed from our aircraft for either scheduled or unscheduled
maintenance and any related short-term replacement aircraft lease costs.
Aircraft and engine rentals were $31.4 million in the first quarter of 2001
compared to $17.0 million in the same period of 2000, or an increase of
approximately 85%. The increase is due to the change in our fleet mix from owned
to leased aircraft, and the resulting shift from interest expense to operating
expense.
Because of the nature of our ACMI Contracts (Aircraft, Crew, Maintenance
and Insurance), our airline customers generally bear all other operating
expenses. As a result, we seldom incur fuel and ground handling expenses except
when we operate on our own behalf either in scheduled services, for ad hoc
charters or for ferry flights. Fuel expenses for our non-ACMI Contract services
include both the direct costs of aircraft fuel as well as the cost of delivering
fuel into the aircraft. Ground handling expenses for non-ACMI Contract service
include the costs associated with servicing our aircraft at the various airports
to which we operate.
Fuel and ground handling costs increased by approximately 10% to $5.7
million for the first quarter of 2001 from $5.2 million for the first quarter of
2000. This was primarily due to increased charter activity and slightly higher
fuel prices quarter over quarter.
Depreciation and amortization expense includes depreciation on aircraft,
spare parts and ground equipment, and the amortization of capitalized major
aircraft maintenance and engine overhauls. Owned aircraft are depreciated over
their estimated useful lives of 20 to 30 years, using the straight-line method
and estimated salvage values of 10% of cost.
Depreciation and amortization expense decreased to $20.2 million in the
first quarter of 2001 from $22.7 million in the same period of 2000, or
approximately 11%. This decrease primarily reflected the greater number of
leased versus owned aircraft in our fleet as compared to the prior quarter.
Other operating expenses include salaries, wages, benefits, travel and meal
expenses for non-crew members and other miscellaneous operating costs.
Other operating expenses increased to $27.9 million in the first quarter of
2001 from $16.5 million in the same period of 2000, or approximately 69%, due to
additional personnel and other resources required for the expansion and
continued operation of our fleet and operations. On a block hour basis, these
expenses increased to $937 per hour in the first quarter of 2001 from $565 per
hour in the same period of 2000, or approximately 66%. First quarter of 2001
expenses for Other operating expenses increased slightly compared to our fourth
quarter of 2000 expense.
OTHER INCOME (EXPENSE)
Other income (expense) consists of interest income, interest expense and
fair value changes in the derivative instrument. Interest income for the first
quarter of 2001 was $7.6 million compared to $6.2 million for the same period of
2000, primarily due to increases in the amount of funds available for investing.
Interest expense decreased to $22.5 million for the first quarter of 2001 from
$30.0 million for the first quarter of 2000, or approximately 25%. This decrease
reflects payments of principal balances during 2000 and the change in our fleet
mix from owned to leased aircraft, resulting in a shift from interest expense to
operating expense. The change in fair value adjustment of the interest rate swap
from January 31, 2001 to March 31, 2001 of $2.1 million relates to the charge
recorded in association with our adoption of SFAS 133 as it applies to our
interest rate swap.
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INCOME TAXES
Pursuant to the provisions of SFAS No. 109, "Accounting for Income Taxes,"
we have recorded a tax provision based on tax rates in effect during the period.
Accordingly, we accrued for taxes at the rate of 37.0% during the first quarter
of 2001 and 38.0% during the first quarter of 2000. Due to significant capital
costs, which are depreciated at an accelerated rate for tax purposes, a
significant portion of our tax provision in these periods is deferred. Income
tax expense for the first quarter of 2001 was positively affected through our
qualification for the newly enacted Extraterritorial Income Exclusion (EIE) tax
regime. EIE allows us to exclude 30% of our aircraft leasing income from taxable
income where the leased aircraft are used predominately outside the United
States. The income exclusion is effective for our qualifying revenue beginning
on October 1, 2000, and the estimated cumulative effect of this credit was
recorded in the first quarter of 2001.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet reflected cash and cash equivalents and short-term
investments of $393.8 million and $559.0 million at March 31, 2001 and December
31, 2000, respectively. At March 31, 2001 we had working capital of $401.3
million compared to $483.3 million at December 31, 2000. The decrease in our
working capital is largely a result of cash flows used by operating activities
during the quarter ended March 31, 2001.
Cash used in operations for the quarter ended March 31, 2001 was $92.0
million, compared to $7.1 million provided by operations for the first quarter
of 2000. Cash used in operations for the quarter ended March 31, 2001 was
primarily attributable to our net loss for the quarter adjusted for non-cash
charges, and decreases in our deferred tax liability, accrued expenses, adoption
of SFAS 133 and gains on the disposition of property and equipment, and income
taxes payable.
Cash used in investing activities for the quarter ended March 31, 2001 was
$11.9 million, compared to $99.3 million for the first quarter of 2000. For the
quarter ended March 31, 2001, cash used in investing activities was comprised of
purchases of property and equipment, net of proceeds from the sale of equipment,
of $12.4 million offset by maturities of short-term and long-term investments,
net of purchases, of $0.5 million. Property and equipment purchases in 2001
comprised primarily initial costs associated with the four new Boeing 747-400s
expected to be delivered in 2002, and other capital improvement costs, including
those associated with our headquarters in Purchase, NY. Short and long-term
investment purchases primarily consist of commercial paper, market auction
preferreds, corporate notes, corporate bonds, and U.S. government securities,
and are all classified as held-to-maturity. Cash used in investing activities
for the quarter ended March 31, 2000 consisted of purchases of property and
equipment, net of proceeds from the sale of equipment, of $103.6 million, offset
by maturities of short-term and long-term investments, net of purchases, of $4.3
million. Property and equipment purchases in 2000 comprised primarily costs
associated with the new Boeing 747-400 aircraft, purchases of spare airframe and
engine parts associated with the new aircraft in our fleet, purchases of spare
engines for the 747-400s, and other capital improvements including leasehold
improvements to our various offices and upgrades and improvements to our
accounting and inventory computer systems.
Cash used in financing activities for the quarter ended March 31, 2001 was
$56.0 million, compared to $13.6 million provided by financing activities for
the first quarter of 2000. For the quarter ended March 31, 2001, cash used in
financing activities consisted primarily of principal payments on current and
long-term debt of $54.6 million and debt issuance and deferred lease costs of
$1.8 million, offset by proceeds from the issuance of treasury stock of $0.4
million. Cash provided by financing activities for the quarter ended March 31,
2000 consisted of proceeds from debt issuance and lease financing, net of
principal payments, cash restricted for letter of credit and debt issuance and
deferred lease costs of $12.3 million, proceeds from the exercise of common
stock options of $1.0 million, and proceeds from the issuance of treasury stock
under our employee stock purchase plan of $0.3 million.
We believe that cash on hand and the cash flow generated from our
operations will be sufficient to meet our normal ongoing liquidity needs for the
next twelve months and beyond. We expect to fund our future capital commitments
through internally generated funds, together with general Company financings and
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aircraft financing transactions. However, there can be no assurance that
sufficient financing will be available for all aircraft and other capital
expenditures not covered by firm financing commitments.
In October 2000, we exercised options under the Boeing Purchase Agreement
for four additional 747-400's to be delivered in 2002. Advance payments for all
aircraft will approximate $61.1 million during the remainder of 2001. We plan to
use internally generated funds together with general Company financings and
aircraft financing to fund the remaining costs of these aircraft.
RECENT DEVELOPMENTS
In January 2001, we completed the sale of one non-standard 747-200 aircraft
to a third party. Proceeds from the sale were used to retire the remaining debt
on the aircraft.
On January 24, 2001, a private jet piloted by Michael A. Chowdry, our
Chairman of the Board of Directors, President, and CEO, crashed, resulting in
his death and the death of a passenger. On January 30, 2001, we announced that
Brian Rowe, a member of our Board of Directors, succeeded Mr. Chowdry as
Chairman. Linda Chowdry filled the vacancy on the Board created by the death of
her husband. Richard H. Shuyler, who was formerly Executive Vice President, and
was the acting CEO, has been named Chief Executive Officer, and James T.
Matheny, who was Executive Vice President of Operations, has been named
President and Chief Operating Officer. Together, the four will operate as an
executive committee that will oversee the management and ongoing strategy of the
Company.
In February 2001, we announced the election of Stephen A. Greene to our
Board of Directors. Mr. Greene is a partner with Cahill Gordon & Reindel, a New
York based law firm that has represented the Company since 1994.
In February 2001, we announced the formation of a holding company, Atlas
Air Worldwide Holdings, Inc. Atlas Air, Inc. has become a wholly-owned
subsidiary of the new entity. The holding company restructuring was accomplished
through a merger under Section 251(g) of the Delaware General Corporation Law
pursuant to which all stockholders of Atlas Air, Inc. at the effective time of
the merger became stockholders of the new holding company. The new holding
company trades under the same NYSE symbol "CGO," with the same CUSIP numbers
Atlas Air traded under previously. The charter and by-laws of the new holding
company are substantially the same as the charter and by-laws of Atlas Air and
the directors of the holding company are the same as the current directors of
Atlas Air.
In February 2001, Atlas Air, Inc. announced the filing of a shelf
registration statement with the U.S. Securities and Exchange Commission for up
to $600 million in debt securities and pass through certificates. We expect to
use the proceeds from the shelf offering for general corporate purposes, which
may include debt repayment, capital spending, repurchase of common stock, and
acquisitions.
In March 2001, the Company sold its business jet, previously used by
executives of the Company for business travel, in a like-kind exchange
transaction and has replaced it with lower cost aircraft to be used by
executives in domestic and international business travel.
In April 2001, Atlas Air, Inc. reached an agreement with ALPA regarding
crew member's profit sharing. All profit sharing for crew members has been
restored retroactive to April 1999. The settlement includes 2001 amounts.
In May 2001, we announced that we will be enacting cost reduction measures
designed to respond to the current economic environment and the corresponding
reduction in air cargo demand. In response to weaker demand, Atlas Air, Inc.
will furlough 105 of its crewmembers.
OTHER INFORMATION
Due to the contractual nature of our business, management does not consider
our operations to be highly working capital-intensive in nature. Because most of
the non-ACMI costs normally associated with operations are borne by and directly
paid for by our customers, we do not incur significant costs in advance of the
receipt of corresponding revenues. Moreover, ACMI costs, which are our
responsibility, are generally incurred on a
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regular, periodic basis on either a flight hour or calendar month basis. These
costs are largely matched by revenue receipts, as our contracts require regular
payments from our customers based upon current flight activity, generally every
two to four weeks. As a result, we have not had a requirement for a working
capital facility.
Under the Federal Aviation Administration's (the "FAA") Directives issued
under its "Aging Aircraft" program, we are subject to extensive aircraft
examinations and will be required to undertake structural modifications to our
fleet to address the problem of corrosion and structural fatigue. In November
1994, Boeing issued Nacelle Strut Modification Service Bulletins, which have
been converted into Directives by the FAA. All of our Boeing 747-200 and 747-300
aircraft have been brought into compliance with such Directives. As part of the
FAA's overall Aging Aircraft program, it has issued Directives requiring certain
additional aircraft modifications to be accomplished. We estimate that the
modification costs per 747-200 and 747-300 aircraft will range between $2
million and $3 million. Fifteen aircraft in our 747-200 fleet have already
undergone the major portion of such modifications. The remaining seven 747-200
aircraft will require modification prior to the year 2009. The remaining three
747-300 aircraft will require modification prior to 2012-2014 depending on
utilization. Other Directives have been issued that require inspections and
minor modifications to Boeing 747-200 and 747-300 aircraft. The newly
manufactured 747-400 freighter aircraft were delivered to us in compliance with
all existing FAA Directives at their respective delivery dates. It is possible
that additional Directives applicable to the types of aircraft or engines
included in our fleet could be issued in the future, the cost of which could be
substantial.
We are subject to various international bilateral air services agreements
between the United States and the countries to which we provide service. We also
operate on behalf of foreign flag carriers between various foreign points
without serving the United States. These services are subject to the bilateral
agreements of the respective governments. Furthermore, these services require
FAA approval but not Department of Transportation ("DOT") approval. We must
generally obtain permission from the applicable foreign governments to provide
service to foreign points. Moreover, in some instances, ACMI Contracts are
subject to prior and/or periodic approvals of foreign governments, whose
decisions may be affected by ongoing negotiations and relations with the United
States. For example, a recent ruling by an aviation agency of the British
government concluded that one of our long-term wet-leases of 747-400 to British
Airways no longer meets the "exceptional circumstances" exception necessary for
their operating approval, due to changed market conditions in the United
Kingdom. Should other countries adopt similar rules and/or begin enforcement of
similar rules for political purposes, our business could be adversely affected.
From time to time we engage in discussions with third parties regarding
possible acquisition or sale of aircraft in our fleet. We are currently in
discussions with third parties for the possible acquisition and sale of
additional aircraft for the remainder of 2001 and beyond.
FORWARD-LOOKING INFORMATION
Certain statements included or incorporated by reference in this Form 10-Q
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 2lE of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, levels of activity,
performance or achievements or industry results, to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe,"
or "continue" or the negative thereof or variations thereon or similar
terminology. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from our expectations are disclosed under
"Risk Factors" and elsewhere in Atlas Air, Inc.'s Form 10-K for December 31,
2000.
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To the extent that any of the statements contained herein relating to our
expectations, assumptions and other company matters are forward-looking, they
are made in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on current expectations
that involve a number of uncertainties and risks that could cause actual results
to differ materially from those projected in the forward-looking statements,
including, but not limited to, risks associated with:
- worldwide business and economic conditions;
- product demand and the rate of growth in the air cargo industry;
- the impact of competitors and competitive aircraft and aircraft financing
availability;
- the ability to attract and retain new and existing customers;
- normalized aircraft operating costs and reliability;
- management of growth and complying with FAA policies;
- the continued productivity of our workforce;
- dependence on key personnel; and
- other regulatory requirements.
As a result of the foregoing and other factors, no assurance can be given
as to our future results and achievements. Neither we nor any other person
assumes responsibility for the accuracy and completeness of these statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk sensitive
instruments and positions since disclosure in Atlas Air Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2000.
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ATLAS AIR WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In April 1999, Atlas Air, Inc. received notification from the National
Mediation Board ("NMB") that the Atlas crew members voted for representation by
the Air Line Pilots Association ("ALPA"). In accordance with the terms of our
profit sharing plan, we ceased paying profit sharing to our crew members newly
represented by ALPA. This action was approved by a ruling in the U.S. District
Court, but was later reversed by the U.S. Court of Appeals. On April 27, 2001,
Atlas Air, Inc. and ALPA reached an agreement resulting in the restoration of
profit sharing pay to Atlas crew members retroactive to April 1999. The Company
and ALPA have subsequently signed a stipulation voluntarily dismissing with
prejudice the litigation relating to the profit sharing plan. The financial
impact of the retroactive settlement is reflected in the first quarter financial
results, and includes 2001 amounts.
On May 24, 2000, ALPA filed suit against Atlas Air, Inc. in the Southern
District of Florida seeking to enjoin, as a violation of the Railway Labor Act,
our establishment of a subsidiary in the United Kingdom to conduct overseas
operations out of London Stansted Airport. We believe the suit is without merit
and intend to vigorously defend the action.
In March 2000, Atlas Air, Inc. received an order from the Government of
India ("India") seeking approximately $1.1 million in taxes (plus interest of
approximately $1.1 million and possible penalties) for the tax year 1996 to
1997. India also requested additional information for subsequent tax years.
Subsequent to the initial order, the government of India eliminated the interest
charge and reduced the $1.1 million tax assessment. We believe that we are
exempt from Indian taxes under a United States/India treaty and have been
contesting the assessment vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
None.
b. Reports filed on Form 8-K
Report on Form 8-K dated January 30, 2001, regarding the death of the
Company's Chairman and CEO, and the implementation of a succession plan.
Report on Form 8-K dated February 13, 2001, announcing the election of
Stephen A. Greene to the Company's board of directors.
Report on Form 8-K12g3 dated February 21,2001, announcing the corporate
restructuring of Atlas Air, Inc. to create a holding company structure.
Report on Form 8-K dated March 23, 2001, announcing information
presented at the Company's 6th annual analyst conference in accordance
with regulation FD.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Registrant)
By: /s/ STUART G. WEINROTH
----------------------------------
Stuart G. Weinroth
Vice President -- Controller
Principal Accounting Officer
Date: May 15, 2001
ATLAS AIR, INC.
(Registrant)
By: /s/ STUART G. WEINROTH
----------------------------------
Stuart G. Weinroth
Vice President -- Financial
Planning & Controller
Principal Accounting Officer
Date: May 15, 2001
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