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8-K - CURRENT REPORT - Air Transport Services Group, Inc.q3form8k-cover.htm

ATSG Third Quarter 2011 Results 
 
Page  1
 
 
 

ATSG'S ADJUSTED PRE-TAX EARNINGS UP 34 PERCENT Non-Cash Impairment Charges of $27.1 Million Related to DB Schenker Restructuring
 
WILMINGTON, Ohio, November 7, 2011 - Air Transport Services Group, Inc. (NASDAQ:ATSG) today reported sharply improved third quarter financial results after excluding non-cash impairment charges. Highlights of the quarter compared to the prior year period included:
 
Pre-tax losses from continuing operations were $6.7 million while net losses from continuing operations totaled $4.8 million, or $0.08 per share diluted. Third-quarter 2011 earnings included $27.1 million in impairment charges related to reductions in business with DB Schenker that began in September, and $1.9 million in unrealized losses on derivative instruments related to the company's new credit facilities adopted in May.
    
Excluding impairment and derivative charges, pre-tax and net earnings from continuing operations increased by 34 percent and 22 percent, respectively, versus the third quarter 2010 results. Adjusted pre-tax earnings were $22.4 million excluding the impairment and derivative charges, up from $16.7 million in the third quarter of 2010, principally because of increased earnings from ATSG's freighter leasing business. Net earnings from continuing operations excluding those charges and their related tax effects were $13.9 million, up from $11.4 million in the third quarter of 2010. Net interest expense under the new credit agreement reached in May 2011 decreased $1.3 million for the third quarter compared to a year ago. Pre-tax losses for the quarter generated an income tax benefit of $1.8 million.
 
Third-quarter EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), adjusted for non-cash impairment and derivative losses, totaled $48.3 million, up 10 percent from $44.0 million in the third quarter of 2010. Adjusted EBITDA is a non-GAAP measure of financial performance. The definition and reconciliation of ATSG's third-quarter Adjusted EBITDA to GAAP net income is provided at the end of this release.
  
Revenues increased 17 percent to $195.5 million, including customer-reimbursed costs, with increases evident from each of the company's reported segments and other business units. Excluding reimbursements, ATSG's revenues increased 19 percent to $151.4 million.
     
"Our business model, which emphasizes balanced, market-sensitive assignments of converted freighter aircraft between long-term dry leases and shorter-term wet lease or ACMI agreements, continues to generate strong cash flows even in uncertain economic conditions," Joe Hete, President and CEO of ATSG, said. “During the third quarter, our operating and cash flow returns remained strong despite the previously announced decision by our customer, DB Schenker, to phase out its dedicated air cargo network in favor of an outsourcing relationship with DHL. We are responding to those changes by reducing our costs, removing DC-8 and 727 freighter aircraft from service, and offering DHL access to additional 767 and 757 aircraft to meet their requirements related to their outsourcing relationship with DB Schenker.”




ATSG Third Quarter 2011 Results 
 
Page  2
 
 
 

Operating Results
CAM Leasing
Cargo Aircraft Management (CAM) recorded pre-tax earnings of $16.2 million, excluding impairment charges, up 35 percent from $12.0 million in the third quarter of 2010. At the end of September, CAM had 58 freighter aircraft under lease, including 34 Boeing 767-200 and two 767-300 freighters. Of those thirty-six 767 freighters, 21 are under long-term lease to external parties, including two 767-200s leased to RIO Airlines of Brazil that entered service during the third quarter. CAM's second 767-300 freighter was deployed with an ATSG airline under an ACMI agreement in September, and another 767-200 was similarly deployed through an ATSG airline in October.
At this time, one Boeing 767-200 and one 767-300 are being converted to standard freighters. Another 767-300 passenger aircraft purchased in the second quarter, and a fifth 767-300 purchased in October will be converted to freighters and are expected to enter service in 2012.
CAM also purchased a 757-200 aircraft during the third quarter which is expected to complete its conversion to standard freighter by year-end. Another 757-200 aircraft purchased earlier this year entered prototype conversion into a combination passenger/freighter aircraft (combi) for intended deployment with the U.S. military in the second half of 2012. Additionally, in October, CAM purchased another Boeing 757-200 passenger aircraft for its second combi conversion.
Upon the completion of these aircraft conversions, CAM will own thirty-six 767-200 freighters, five 767-300 freighters, three 757-200 freighters and two 757-200 combi aircraft in its fleet. CAM continues to pursue selective opportunities for adding mid-size aircraft to its fleet.
ACMI Services
Third-quarter revenues from ACMI Services were $118.9 million, excluding fuel and other reimbursed expenses, up 16 percent from the third quarter of 2010. Third-quarter pre-tax earnings from ACMI Services were $2.8 million, excluding impairment charges, compared with $3.4 million in the third quarter of 2010. Third-quarter results were impacted by training costs to transition DC-8 crews into the Boeing 767 aircraft due to DB Schenker's restructuring and lower revenues from the U.S. military as a result of maintenance related cancellations and contractual rate reductions.
Revenue-generating block hours for this segment increased by 6 percent compared with the third quarter of 2010. Block hours increased due to additional CAM-owned and ATSG-operated 767 freighters added in the last 12 months, plus hours generated by four DHL-owned 767 freighters leased and operated by ABX Air under its Crew, Maintenance and Insurance (CMI) agreement with DHL, and one 767-300 freighter leased from a third party for ACMI service. These increases were offset in part by block hour reductions related to the DB Schenker restructuring.
Other Activities
Revenues from other businesses rose 14 percent to $26.3 million before elimination of inter-company results. These businesses had an aggregate pre-tax profit of $3.7 million in the third quarter of 2011, compared with $3.1 million a year earlier. Results reflect improved earnings from Airborne Maintenance and Engineering Services, ATSG's MRO business, compared with the prior year.
Impairment Charges
In late July, DB Schenker announced its plan to adopt a new business model in September leading to the phase-out of its North American dedicated air cargo network operated by ATSG. As a result, sixteen ATSG aircraft - eight DC-8 and eight Boeing 727 freighters - operated by Air Transport International




ATSG Third Quarter 2011 Results 
 
Page  3
 
 
 


(ATI) and Capital Cargo International Airlines (CCIA) in DB Schenker's North American network were reduced to five DC-8 and four Boeing 727 aircraft effective September 2. On October 23, DB Schenker canceled scheduled operations for the remaining DC-8 aircraft, but retained two DC-8s as spare aircraft and the four scheduled Boeing 727 aircraft.
 
ATSG's impairment testing during the third quarter examined the expected cash flows from its Boeing 727 and DC-8 aircraft, and the value of goodwill and customer relationships of its associated entities. With the support of independent advisers, ATSG determined that the carrying value of its 727 and DC-8 assets, recorded goodwill and customer relationship intangible assets was overstated, resulting in third quarter pre-tax charges totaling $27.1 million.
Outlook
DB Schenker Relationship
Since September, DHL has provided DB Schenker with a portion of its air-cargo services via DHL's hub at the Cincinnati/Northern Kentucky International Airport. It's ATSG's understanding that DHL and DB Schenker are discussing a potential long-term outsourced air cargo agreement beginning in 2012. We expect that ABX Air, as an operator of DHL's U.S. air cargo network, and potentially other ATSG airlines, would continue to provide airlift and route coverage that DHL requires to serve DB Schenker's customers. Regardless of the outcome of those discussions, however, ATSG is marketing for sale its DC-8 and 727 freighter fleets and associated parts, excluding four DC-8 combi aircraft serving the U.S. military, and is reducing its workforce and operating expenses as appropriate.
“We are managing ATSG for maximum cash flow even under uncertain economic conditions," Hete said, "emphasizing long-term leases of freighter aircraft as opportunities arise, but also capitalizing on our unique aircraft, crew, maintenance and insurance (ACMI) capabilities in the mid-sized freighter category, and our ability to offer related incremental heavy maintenance, cargo handling and logistics services to meet continuing and seasonal market requirements. We are managing expenses very carefully while pursuing our growth goals through continued investment in more modern, mid-sized aircraft. As we retire our DC-8 and Boeing 727 freighter fleets, we expect to reduce our annual capitalized maintenance expenditures by $15-20 million starting in 2012. Further, we continue to project annual Adjusted EBITDA to exceed $200 million in 2012."     
Conference Call

ATSG will host a conference call on Tuesday, November 8, 2011, at 10:00 a.m. Eastern time to review its financial results for the third quarter of 2011. Participants should dial 866-314-5232 and international participants should dial 617-213-8052 ten minutes before the scheduled start of the call and ask for conference pass code 20493963. The call also will be webcast live (listen-only mode) via www.atsginc.com and www.earnings.com for individual investors, and via www.streetevents.com for institutional investors. A replay of the conference call will be available by phone on Tuesday, November 8, 2011 beginning at 2:00 p.m. and continuing through Tuesday, November 15, 2011, by dialing 888-286-8010 (international callers 617-801-6888); use pass code 90780875. The webcast replay will remain available via www.atsginc.com and www.earnings.com for 30 days.
About ATSG
ATSG is a leading provider of aircraft leasing and air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. ATSG,




ATSG Third Quarter 2011 Results 
 
Page  4
 
 
 

through its leasing and airline subsidiaries, is the largest owner and operator of converted Boeing 767
freighter aircraft in the World. Through its principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ATSG's subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Air Transport International, LLC; Cargo Aircraft Management, Inc.; Capital Cargo International Airlines, Inc.; and Airborne Maintenance and Engineering Services, Inc. For more information, please see www.atsginc.com.

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. There are a number of important factors that could cause Air Transport Services Group's ("ATSG's") actual results to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, changes in market demand for our assets and services, the cost and timing associated with the modification and deployment of Boeing 767 and Boeing 757 aircraft, the availability and cost to acquire used passenger aircraft for freighter modification, ATSG's continuing ability to place newly-modified aircraft into commercial service, ABX Air's ability to maintain on-time service and control costs under its operating agreement with DHL, the rate at which DB Schenker restructures its U.S. air cargo operations and ATSG's ability to redeploy or sell surplus aircraft resulting therefrom, and other factors that are contained from time to time in ATSG's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this release and should not place undue reliance on ATSG's forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. ATSG undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.


Contact:
Quint O. Turner, ATSG Inc. Chief Financial Officer
937-382-5591





AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
REVENUES
$
195,480

 
$
167,726

 
$
563,668

 
$
488,781

 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
 
 
 
Salaries, wages and benefits
48,872

 
41,074

 
140,546

 
129,830

Fuel
41,829

 
33,745

 
130,145

 
98,203

Depreciation and amortization
22,616

 
22,758

 
68,865

 
65,310

Maintenance, materials and repairs
23,740

 
22,446

 
67,426

 
57,355

Landing and ramp
5,691

 
5,419

 
18,128

 
17,830

Travel
7,575

 
5,667

 
20,803

 
16,383

Rent
5,872

 
4,881

 
16,946

 
12,257

Insurance
2,720

 
2,130

 
7,464

 
7,122

Impairment of goodwill and acquired intangibles
5,079

 

 
5,079

 

Impairment of aircraft and related equipment
22,065

 

 
22,065

 

Other operating expenses
10,931

 
8,378

 
29,481

 
26,956

 
196,990

 
146,498

 
526,948

 
431,246

 
 
 
 
 
 
 
 
OPERATING INCOME
(1,510
)
 
21,228

 
36,720

 
57,535

OTHER INCOME (EXPENSE)
 
 
 
 
 
 
 
Interest income
29

 
83

 
128

 
241

Interest expense
(3,304
)
 
(4,641
)
 
(10,944
)
 
(14,424
)
Write off of unamortized debt issuance costs

 

 
(2,886
)
 

Unrealized gain/(loss) on derivative instruments
(1,881
)
 

 
(5,437
)
 

 
(5,156
)
 
(4,558
)
 
(19,139
)
 
(14,183
)
 
 
 
 
 
 
 
 
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(6,666
)
 
16,670

 
17,581

 
43,352

 
 
 
 
 
 
 
 
INCOME TAX BENEFIT(EXPENSE)
1,840

 
(5,282
)
 
(7,246
)
 
(15,299
)
 
 
 
 
 
 
 
 
EARNINGS (LOSS) FROM CONTINUING OPERATIONS
(4,826
)
 
11,388

 
10,335

 
28,053

 
 
 
 
 
 
 
 
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
24

 
(230
)
 
(74
)
 
(58
)
 
 
 
 
 
 
 
 
NET EARNINGS
$
(4,802
)
 
$
11,158

 
$
10,261

 
$
27,995

 
 
 
 
 
 
 
 
EARNINGS (LOSS) PER SHARE - Basic
 
 
 
 
 
 
 
Continuing operations
$
(0.08
)
 
$
0.18

 
$
0.16

 
$
0.45

Discontinued operations

 

 

 

NET EARNINGS (LOSS) PER SHARE
$
(0.08
)
 
$
0.18

 
$
0.16

 
$
0.45

 
 
 
 
 
 
 
 
EARNINGS (LOSS) PER SHARE - Diluted
 
 
 
 
 
 
 
Continuing operations
$
(0.08
)
 
$
0.18

 
$
0.16

 
$
0.44

Discontinued operations

 
(0.01
)
 

 

NET EARNINGS (LOSS) PER SHARE
$
(0.08
)
 
$
0.17

 
$
0.16

 
$
0.44

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES
 
 
 
 
 
 
 
Basic
63,334

 
62,811

 
63,267

 
62,805

Diluted
63,334

 
64,202

 
64,078

 
64,076





AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
September 30,
 
December 31,
 
2011
 
2010
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
28,779

 
$
46,543

Accounts receivable, net of allowance of $1,207 in 2011 and $1,090 in 2010
42,360

 
40,876

Inventory
8,685

 
7,205

Prepaid supplies and other
10,667

 
10,132

Deferred income taxes
11,977

 
12,879

TOTAL CURRENT ASSETS
102,468

 
117,635

 
 
 
 
Property and equipment, net
742,233

 
658,756

Other assets
19,902

 
25,227

Intangibles
6,458

 
9,259

Goodwill
86,980

 
89,777

TOTAL ASSETS
$
958,041

 
$
900,654

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
50,698

 
$
40,558

Accrued salaries, wages and benefits
24,824

 
24,145

Accrued expenses
11,894

 
12,144

Current portion of debt obligations
13,085

 
36,591

Unearned revenue
11,935

 
10,794

TOTAL CURRENT LIABILITIES
112,436

 
124,232

Long-term debt obligations
323,055

 
265,937

Post-retirement liabilities
101,862

 
116,614

Other liabilities
57,991

 
52,048

Deferred income taxes
47,475

 
39,746

 
 
 
 
STOCKHOLDERS’ EQUITY:
 
 
 
Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock

 

Common stock, par value $0.01 per share; 75,000,000 shares authorized; 64,069,154 and 63,652,228 shares issued and outstanding in 2011 and 2010, respectively
641

 
637

Additional paid-in capital
520,152

 
518,925

Accumulated deficit
(160,990
)
 
(171,251
)
Accumulated other comprehensive loss
(44,581
)
 
(46,234
)
TOTAL STOCKHOLDERS’ EQUITY
315,222

 
302,077

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
958,041

 
$
900,654






AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRE-TAX EARNINGS AND ADJUSTED PRE-TAX EARNINGS SUMMARY
FROM CONTINUING OPERATIONS
NON-GAAP RECONCILIATION
(In thousands)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
Revenues:
 
 
 
 
 
 
 
CAM Leasing
$
37,045

 
$
28,559

 
$
101,935

 
$
71,176

ACMI Services
 
 
 
 
 
 
 
Airline services
118,936

 
102,366

 
336,436

 
322,277

Other Reimbursables
44,100

 
40,351

 
138,014

 
101,967

Severance and Retention activities

 

 

 
4,000

Total ACMI Services
163,036

 
142,717

 
474,450

 
428,244

Other Activities
26,335

 
23,040

 
77,242

 
63,188

Total Revenues
226,416

 
194,316

 
653,627

 
562,608

Eliminate internal revenues
(30,936
)
 
(26,590
)
 
(89,959
)
 
(73,827
)
Customer Revenues
$
195,480

 
$
167,726

 
$
563,668

 
$
488,781

 
 
 
 
 
 
 
 
Pre-tax Earnings from Continuing Operations:
 
 
 
 
 
 
CAM, inclusive of interest expense
16,156

 
11,991

 
43,256

 
28,282

ACMI Services
 
 
 
 
 
 
 
Airline services
2,758

 
3,448

 
4,808

 
11,369

Severance and Retention activities

 

 

 
3,549

 
2,758

 
3,448

 
4,808

 
14,918

Asset impairments
(27,144
)
 

 
(27,144
)
 

Other Activities
3,672

 
3,124

 
7,001

 
5,600

Net, unallocated interest expense
(227
)
 
(1,893
)
 
(2,017
)
 
(5,448
)
Write off of unamortized debt issuance costs

 

 
(2,886
)
 

Net loss on derivative instruments
(1,881
)
 

 
(5,437
)
 

Total Pre-tax Earnings (Loss)
$
(6,666
)
 
$
16,670

 
$
17,581

 
$
43,352

 
 
 
 
 
 
 
 
Adjustments to Pre-tax Earnings (Loss):
 
 
 
 
 
 
Add Asset impairment charges
27,144

 

 
27,144

 

Add Net loss on derivative instruments
1,881

 

 
5,437

 

Add Write-off of unamortized debt issuance costs

 

 
2,886

 

Less DHL Severance and Retention activities

 

 

 
(3,549
)
Adjusted Pre-tax Earnings
$
22,359

 
$
16,670

 
$
53,048

 
$
39,803


Notes: During the first half of 2011, the Company refinanced its long-term debt, recorded charges to write-off unamortized debt origination costs associated with terminated credit agreements and recognize losses for certain interest rate swaps which had been designated as hedges of the previous debt. Severance and Retention activities reflect compensation from DHL for ABX's costs and efforts to support DHL's U. S. network restructuring in 2008 through March 2010. Other Reimbursable revenues include certain operating costs that are reimbursed to the airlines by their customers. Such costs include fuel used, landing fees and certain aircraft maintenance expenses.

Adjusted Pre-tax Earnings is defined as Earnings from Continuing Operations Before Income Taxes less amounts related to the Severance and Retention agreement with DHL, plus net derivative losses, plus the write-off related to the termination of certain credit agreements in conjunction with the refinancing of the Company's debt, plus asset impairment charges. Adjusted Pre-tax earnings from Continuing Operations is a non-GAAP financial measure and should not be considered as alternatives to Earnings from Continuing Operations Before Income Taxes or any other performance measure derived in accordance with GAAP.




AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
NON-GAAP RECONCILIATION

(In thousands)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
 
 
 
 
 
 
 
 
Earnings (Loss) from Continuing Operations Before
 
 
 
 
 
 
 
Income Taxes
$
(6,666
)
 
$
16,670

 
$
17,581

 
$
43,352

Interest Income
(29
)
 
(83
)
 
(128
)
 
(241
)
Interest Expense
3,304

 
4,641

 
10,944

 
14,424

Depreciation and Amortization
22,616

 
22,758

 
68,865

 
65,310

EBITDA from Continuing Operations
$
19,225

 
$
43,986

 
$
97,262

 
$
122,845

Add Asset impairment charges
27,144

 

 
27,144

 

Add Net loss on derivative instruments
1,881

 

 
5,437

 

Add Write-off of unamortized debt issuance costs

 

 
2,886

 

Less DHL Severance and Retention activities

 

 

 
(3,549
)
 
 
 
 
 
 
 
 
Adjusted EBITDA from Continuing Operations
$
48,250

 
$
43,986

 
$
132,729

 
$
119,296


EBITDA and Adjusted EBITDA from Continuing Operations are non-GAAP financial measures and should not be considered as alternatives to Earnings from Continuing Operations Before Income Taxes or any other performance measure derived in accordance with GAAP.

EBITDA from Continuing Operations is defined as Earnings from Continuing Operations Before Income Taxes plus net interest expense, depreciation, and amortization expense. Adjusted EBITDA from Continuing Operations is defined as EBITDA from Continuing Operations less amounts related to the Severance and Retention Agreement with DHL which ended in March 2010, plus net derivative losses, plus the write-off related to the termination of certain credit agreements in conjunction with the refinancing of the Company's debt, plus asset impairment charges.

Management uses EBITDA from Continuing Operations as an indicator of the cash generating performance of the operations of the Company. Management uses Adjusted EBITDA and Adjusted Pre-tax Earnings from Continuing Operations to assess the performance of its operating results among periods. EBITDA and Adjusted EBITDA from Continuing Operations, and Adjusted Pre-tax Earnings should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP, or as an alternative measure of liquidity.