UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2018
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-16545
Atlas Air Worldwide Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
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13-4146982 |
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(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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2000 Westchester Avenue, Purchase, New York |
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10577 |
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(Address of principal executive offices) |
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(Zip Code) |
(914) 701-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 26, 2018, there were 25,590,293 shares of the registrant’s Common Stock outstanding.
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Item 1. |
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3 |
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Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited) |
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3 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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Item 3. |
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35 |
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Item 4. |
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35 |
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Item 1. |
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37 |
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Item 1A. |
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37 |
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Item 6. |
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37 |
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38 |
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39 |
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PART I — FINANCIAL INFORMATION
Atlas Air Worldwide Holdings, Inc.
(in thousands, except share data)
(Unaudited)
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September 30, 2018 |
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December 31, 2017 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
214,961 |
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$ |
280,809 |
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Short-term investments |
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18,511 |
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13,604 |
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Restricted cash |
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11,194 |
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11,055 |
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Accounts receivable, net of allowance of $1,381 and $1,494, respectively |
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254,425 |
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194,478 |
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Prepaid maintenance |
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30,988 |
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13,346 |
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Prepaid expenses and other current assets |
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70,568 |
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74,294 |
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Total current assets |
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600,647 |
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587,586 |
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Property and Equipment |
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Flight equipment |
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5,085,594 |
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4,447,097 |
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Ground equipment |
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78,389 |
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70,951 |
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Less: accumulated depreciation |
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(821,203 |
) |
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(701,249 |
) |
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Flight equipment modifications in progress |
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107,290 |
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186,302 |
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Property and equipment, net |
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4,450,070 |
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4,003,101 |
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Other Assets |
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Long-term investments and accrued interest |
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1,722 |
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15,371 |
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Deferred costs and other assets |
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324,740 |
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242,919 |
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Intangible assets, net and goodwill |
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99,860 |
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106,485 |
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Total Assets |
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$ |
5,477,039 |
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$ |
4,955,462 |
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Liabilities and Equity |
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Current Liabilities |
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Accounts payable |
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$ |
81,682 |
|
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$ |
65,740 |
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Accrued liabilities |
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482,085 |
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454,843 |
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Current portion of long-term debt and capital lease |
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256,184 |
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218,013 |
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Total current liabilities |
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819,951 |
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|
738,596 |
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Other Liabilities |
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Long-term debt and capital lease |
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2,280,790 |
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2,008,986 |
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Deferred taxes |
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231,673 |
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|
214,694 |
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Financial instruments and other liabilities |
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292,840 |
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203,330 |
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Total other liabilities |
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2,805,303 |
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2,427,010 |
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Commitments and contingencies |
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Equity |
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Stockholders’ Equity |
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Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued |
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- |
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- |
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Common stock, $0.01 par value; 100,000,000 shares authorized; 30,582,571 and 30,104,648 shares issued, 25,590,293 and 25,292,454 shares outstanding (net of treasury stock), as of September 30, 2018 and December 31, 2017, respectively |
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306 |
|
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301 |
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Additional paid-in-capital |
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731,106 |
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715,735 |
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Treasury stock, at cost; 4,992,278 and 4,812,194 shares, respectively |
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(204,501 |
) |
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(193,732 |
) |
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Accumulated other comprehensive loss |
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(4,108 |
) |
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(3,993 |
) |
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Retained earnings |
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1,328,982 |
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1,271,545 |
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Total equity |
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1,851,785 |
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1,789,856 |
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Total Liabilities and Equity |
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$ |
5,477,039 |
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$ |
4,955,462 |
|
See accompanying Notes to Unaudited Consolidated Financial Statements
3
Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
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For the Three Months Ended |
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For the Nine Months Ended |
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September 30, 2018 |
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September 30, 2017 |
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September 30, 2018 |
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September 30, 2017 |
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Operating Revenue |
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$ |
656,607 |
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$ |
535,748 |
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$ |
1,912,766 |
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$ |
1,528,508 |
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Operating Expenses |
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Salaries, wages and benefits |
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138,345 |
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114,505 |
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392,603 |
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330,080 |
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Aircraft fuel |
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119,604 |
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74,048 |
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345,613 |
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239,966 |
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Maintenance, materials and repairs |
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88,136 |
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74,457 |
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261,251 |
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212,042 |
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Depreciation and amortization |
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55,417 |
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42,033 |
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155,881 |
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120,913 |
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Travel |
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41,605 |
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38,260 |
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123,810 |
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105,510 |
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Aircraft rent |
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39,973 |
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33,873 |
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119,778 |
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103,738 |
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Navigation fees, landing fees and other rent |
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43,258 |
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33,468 |
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116,553 |
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77,258 |
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Passenger and ground handling services |
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28,716 |
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28,491 |
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86,980 |
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77,187 |
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Loss on disposal of aircraft |
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- |
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|
211 |
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- |
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64 |
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Special charge |
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- |
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- |
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9,374 |
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- |
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Transaction-related expenses |
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765 |
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1,092 |
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1,275 |
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3,403 |
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Other |
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|
46,318 |
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42,598 |
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|
143,663 |
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|
123,121 |
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Total Operating Expenses |
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602,137 |
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|
483,036 |
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1,756,781 |
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1,393,282 |
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Operating Income |
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54,470 |
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|
52,712 |
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155,985 |
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|
135,226 |
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Non-operating Expenses (Income) |
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Interest income |
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(1,592 |
) |
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|
(1,688 |
) |
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(4,704 |
) |
|
|
(4,286 |
) |
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Interest expense |
|
|
31,115 |
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|
26,553 |
|
|
|
87,639 |
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|
72,747 |
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Capitalized interest |
|
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(1,120 |
) |
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(1,922 |
) |
|
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(4,335 |
) |
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(5,633 |
) |
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Loss on early extinguishment of debt |
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|
- |
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|
167 |
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- |
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|
167 |
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Unrealized loss (gain) on financial instruments |
|
|
(46,080 |
) |
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|
44,775 |
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|
11,691 |
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|
|
36,225 |
|
|
Other expense (income) |
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|
975 |
|
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|
(1,165 |
) |
|
|
(10,777 |
) |
|
|
(357 |
) |
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Total Non-operating Expenses (Income) |
|
|
(16,702 |
) |
|
|
66,720 |
|
|
|
79,514 |
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|
98,863 |
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Income (loss) from continuing operations before income taxes |
|
|
71,172 |
|
|
|
(14,008 |
) |
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|
76,471 |
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|
|
36,363 |
|
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Income tax expense |
|
|
34 |
|
|
|
10,187 |
|
|
|
16,828 |
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21,479 |
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|
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Income (loss) from continuing operations, net of taxes |
|
|
71,138 |
|
|
|
(24,195 |
) |
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|
59,643 |
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|
14,884 |
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Income (Loss) from discontinued operations, net of taxes |
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(7 |
) |
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33 |
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(50 |
) |
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(859 |
) |
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Net Income (Loss) |
|
$ |
71,131 |
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|
$ |
(24,162 |
) |
|
$ |
59,593 |
|
|
$ |
14,025 |
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Earnings (loss) per share from continuing operations: |
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Basic |
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$ |
2.78 |
|
|
$ |
(0.96 |
) |
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$ |
2.34 |
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$ |
0.59 |
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Diluted |
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$ |
0.84 |
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$ |
(0.96 |
) |
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$ |
2.27 |
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$ |
0.58 |
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Loss per share from discontinued operations: |
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Basic |
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$ |
(0.00 |
) |
|
$ |
0.00 |
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|
$ |
(0.00 |
) |
|
$ |
(0.03 |
) |
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Diluted |
|
$ |
(0.00 |
) |
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$ |
0.00 |
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|
$ |
(0.00 |
) |
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$ |
(0.03 |
) |
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Earnings (loss) per share: |
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Basic |
|
$ |
2.78 |
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|
$ |
(0.96 |
) |
|
$ |
2.33 |
|
|
$ |
0.56 |
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Diluted |
|
$ |
0.84 |
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|
$ |
(0.96 |
) |
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$ |
2.27 |
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$ |
0.54 |
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Weighted average shares: |
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Basic |
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|
25,575 |
|
|
|
25,262 |
|
|
|
25,526 |
|
|
|
25,229 |
|
|
Diluted |
|
|
28,747 |
|
|
|
25,262 |
|
|
|
26,274 |
|
|
|
25,822 |
|
See accompanying Notes to Unaudited Consolidated Financial Statements
4
Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(Unaudited)
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For the Three Months Ended |
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For the Nine Months Ended |
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September 30, 2018 |
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September 30, 2017 |
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September 30, 2018 |
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September 30, 2017 |
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||||
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Net Income (Loss) |
|
$ |
71,131 |
|
|
$ |
(24,162 |
) |
|
$ |
59,593 |
|
|
$ |
14,025 |
|
|
Other comprehensive income: |
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|
|
|
|
|
|
|
|
|
|
|
|
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Reclassification to interest expense |
|
|
370 |
|
|
|
396 |
|
|
|
1,120 |
|
|
|
1,216 |
|
|
Income tax expense |
|
|
(88 |
) |
|
|
(154 |
) |
|
|
(265 |
) |
|
|
(472 |
) |
|
Other comprehensive income |
|
|
282 |
|
|
|
242 |
|
|
|
855 |
|
|
|
744 |
|
|
Comprehensive Income (Loss) |
|
$ |
71,413 |
|
|
$ |
(23,920 |
) |
|
$ |
60,448 |
|
|
$ |
14,769 |
|
See accompanying Notes to Unaudited Consolidated Financial Statements
5
Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
|
For the Nine Months Ended |
|
|
|||||
|
|
|
September 30, 2018 |
|
|
September 30, 2017 |
|
|
||
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|
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of taxes |
|
$ |
59,643 |
|
|
$ |
14,884 |
|
|
|
Less: Loss from discontinued operations, net of taxes |
|
|
(50 |
) |
|
|
(859 |
) |
|
|
Net Income |
|
|
59,593 |
|
|
|
14,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile Net Income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
189,682 |
|
|
|
142,042 |
|
|
|
Accretion of debt securities discount |
|
|
(719 |
) |
|
|
(892 |
) |
|
|
Provision for allowance for doubtful accounts |
|
|
40 |
|
|
|
304 |
|
|
|
Special charge, net of cash payments |
|
|
9,374 |
|
|
|
- |
|
|
|
Loss on early extinguishment of debt |
|
|
- |
|
|
|
167 |
|
|
|
Unrealized loss (gain) on financial instruments |
|
|
11,691 |
|
|
|
36,225 |
|
|
|
Loss on disposal of aircraft |
|
|
- |
|
|
|
64 |
|
|
|
Deferred taxes |
|
|
16,453 |
|
|
|
21,106 |
|
|
|
Stock-based compensation |
|
|
15,376 |
|
|
|
17,030 |
|
|
|
Changes in: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(59,058 |
) |
|
|
(12,004 |
) |
|
|
Prepaid expenses, current assets and other assets |
|
|
(34,483 |
) |
|
|
(53,343 |
) |
|
|
Accounts payable and accrued liabilities |
|
|
56,174 |
|
|
|
30,382 |
|
|
|
Net cash provided by operating activities |
|
|
264,123 |
|
|
|
195,106 |
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(84,819 |
) |
|
|
(66,395 |
) |
|
|
Payments for flight equipment and modifications |
|
|
(543,342 |
) |
|
|
(338,524 |
) |
|
|
Proceeds from investments |
|
|
9,461 |
|
|
|
3,247 |
|
|
|
Net cash used for investing activities |
|
|
(618,700 |
) |
|
|
(401,672 |
) |
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from debt issuance |
|
|
400,471 |
|
|
|
447,865 |
|
|
|
Payment of debt issuance costs |
|
|
(6,632 |
) |
|
|
(11,146 |
) |
|
|
Payments of debt |
|
|
(180,722 |
) |
|
|
(153,292 |
) |
|
|
Proceeds from revolving credit facility |
|
|
135,000 |
|
|
|
150,000 |
|
|
|
Payment of revolving credit facility |
|
|
(60,000 |
) |
|
|
(150,000 |
) |
|
|
Customer maintenance reserves and deposits received |
|
|
11,520 |
|
|
|
22,006 |
|
|
|
Customer maintenance reserves paid |
|
|
- |
|
|
|
(18,538 |
) |
|
|
Proceeds from sale of convertible note warrants |
|
|
- |
|
|
|
38,148 |
|
|
|
Payments for convertible note hedges |
|
|
- |
|
|
|
(70,140 |
) |
|
|
Purchase of treasury stock |
|
|
(10,769 |
) |
|
|
(10,307 |
) |
|
|
Net cash provided by financing activities |
|
|
288,868 |
|
|
|
244,596 |
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(65,709 |
) |
|
|
38,030 |
|
|
|
Cash, cash equivalents and restricted cash at the beginning of period |
|
|
291,864 |
|
|
|
138,250 |
|
|
|
Cash, cash equivalents and restricted cash at the end of period |
|
$ |
226,155 |
|
|
$ |
176,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of flight equipment included in Accounts payable and accrued liabilities |
|
$ |
42,826 |
|
|
$ |
61,734 |
|
|
|
Acquisition of flight equipment under capital lease |
|
$ |
- |
|
|
$ |
32,380 |
|
|
See accompanying Notes to Unaudited Consolidated Financial Statements
6
Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
Total |
|
|||
|
|
|
Common |
|
|
Treasury |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders' |
|
||||||
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Loss |
|
|
Earnings |
|
|
Equity |
|
||||||
|
Balance at December 31, 2017 |
|
$ |
301 |
|
|
$ |
(193,732 |
) |
|
$ |
715,735 |
|
|
$ |
(3,993 |
) |
|
$ |
1,271,545 |
|
|
$ |
1,789,856 |
|
|
Net Income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
59,593 |
|
|
|
59,593 |
|
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
855 |
|
|
|
- |
|
|
|
855 |
|
|
Cumulative effect of change in accounting principle |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,126 |
) |
|
|
(3,126 |
) |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
15,376 |
|
|
|
- |
|
|
|
- |
|
|
|
15,376 |
|
|
Purchase of 180,084 shares of treasury stock |
|
|
- |
|
|
|
(10,769 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(10,769 |
) |
|
Issuance of 477,923 shares of restricted stock |
|
|
5 |
|
|
|
- |
|
|
|
(5 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Reclassification of tax effect on other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(970 |
) |
|
|
970 |
|
|
|
- |
|
|
Balance at September 30, 2018 |
|
$ |
306 |
|
|
$ |
(204,501 |
) |
|
$ |
731,106 |
|
|
$ |
(4,108 |
) |
|
$ |
1,328,982 |
|
|
$ |
1,851,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
Total |
|
|||
|
|
|
Common |
|
|
Treasury |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders' |
|
||||||
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Loss |
|
|
Earnings |
|
|
Equity |
|
||||||
|
Balance at December 31, 2016 |
|
$ |
296 |
|
|
$ |
(183,119 |
) |
|
$ |
657,082 |
|
|
$ |
(4,993 |
) |
|
$ |
1,048,072 |
|
|
$ |
1,517,338 |
|
|
Net Income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14,025 |
|
|
|
14,025 |
|
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
744 |
|
|
|
- |
|
|
|
744 |
|
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
17,030 |
|
|
|
- |
|
|
|
- |
|
|
|
17,030 |
|
|
Purchase of 191,047 shares of treasury stock |
|
|
- |
|
|
|
(10,307 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(10,307 |
) |
|
Issuance of 456,905 shares of restricted stock |
|
|
5 |
|
|
|
- |
|
|
|
(5 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Equity component of convertible notes, net of tax |
|
|
- |
|
|
|
- |
|
|
|
43,256 |
|
|
|
- |
|
|
|
- |
|
|
|
43,256 |
|
|
Purchase of convertible note hedges, net of tax |
|
|
- |
|
|
|
- |
|
|
|
(45,065 |
) |
|
|
- |
|
|
|
- |
|
|
|
(45,065 |
) |
|
Issuance of convertible note warrants |
|
|
|
|
|
|
- |
|
|
|
38,148 |
|
|
|
- |
|
|
|
- |
|
||||