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8-K - 8-K - Air Transport Services Group, Inc.a2016q1form8kcover-earning.htm

767 Deployments Drive First Quarter Revenue Growth
Services for Expanding Air Express Networks Lead to Record First-Quarter Adjusted EBITDA
WILMINGTON, OH, May 10, 2016 - Air Transport Services Group, Inc. (Nasdaq:ATSG), the leading provider of medium wide-body freighter aircraft leasing, air cargo transportation and related services, today reported consolidated financial results for the quarter ended March 31, 2016.
For the first quarter of 2016, compared with the first quarter of 2015:
Revenues increased 21 percent to $177.4 million. Excluding revenues from reimbursed expenses, revenues increased 18 percent. This increase included contributions from five more dry leases of Boeing 767 cargo aircraft with external customers, and expanded air network operations for ATSG's newest customer, Amazon Fulfillment Services Inc. (AFS), a subsidiary of Amazon.com, Inc. (Amazon).
Pre-tax Earnings from Continuing Operations were $12.1 million, versus $14.5 million in the prior-year period. Adjusted Pre-Tax Earnings, as defined in our Earnings Summary later in this release, increased 13 percent to $16.1 million. That metric excludes non-cash charges associated with pension costs, debt issuance costs at our European affiliate, and the effects of financial instrument transactions. Factors affecting our pre-tax results this year included higher expenses for scheduled heavy maintenance checks and costs to prepare flight crews and other personnel for expanding airline operations. Additionally, the prior-year quarter benefited by $1.6 million from the completion of the non-cash amortization of a note payable to DHL.
Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) from Continuing Operations increased 11 percent to $51.3 million, a first-quarter record. Adjustments to EBITDA in 2016 are the same items excluded from Adjusted Pre-Tax Earnings.
Net earnings from Continuing Operations were $8.2 million, or $0.13 per diluted share, versus $8.9 million, or $0.14 per diluted share. Operating loss carryforwards for U.S. federal income tax purposes offset much of the company’s federal tax liabilities. ATSG does not expect to pay significant federal income taxes until 2019 at the earliest.
Adjusted EBITDA and Adjusted Pre-Tax Earnings are non-GAAP financial measures, defined and reconciled to comparable GAAP results in tables later in this release.
Joe Hete, President and Chief Executive Officer of ATSG, said, “Under its key multi-year agreements with global leaders DHL and Amazon, and with an increasing number of our freighters deployed under long-term dry leases, ATSG is on a sustainable, diversified growth trajectory, reflected in a 21 percent increase in revenue and our highest Adjusted EBITDA for a first quarter. Margins were affected in part by revenue/expense timing factors, including those associated with scheduled maintenance services, fleet transition and costs to spool up resources to serve Amazon. We project margins to improve in the second half as we complete more dry leases and deploy additional freighters into the Amazon network.”




ATSG extended its key commercial arrangements with DHL for four years effective in April 2015, and executed significant long-term agreements with AFS in March 2016. Commercial agreements with each customer cover aircraft leases and air network services provided by ATSG's businesses. The new five-year air transportation services agreement with AFS took effect in April 2016, following a successful six-month trial of a dedicated U.S. air network utilizing ATSG-owned Boeing 767 freighters. Additionally, an investment agreement with Amazon signed in March grants them warrants over a five-year period to acquire up to 19.9 percent of ATSG's common shares.
ATSG's increasing customer diversification is evident in the year-over-year comparison of quarterly revenues. In the first quarter of 2016, DHL accounted for 36 percent, Amazon 19 percent, and the U.S. Military 15 percent of ATSG's revenues. In the first quarter of 2015, DHL accounted for 52 percent, and the U.S. Military 16 percent of revenues. Amazon became an ATSG customer in September 2015.
First-quarter capital expenditures were $71.7 million, up $28.2 million from the first quarter of 2015. That included $52.8 million to purchase four Boeing 767-300 aircraft, and for freighter modification costs for those and other aircraft. Capital spending is now projected to total $290 million in 2016, of which $215 million is for fleet expansion.

ATSG also spent $3.1 million to repurchase 269,662 shares of its common stock in the open market during the first quarter.

Segment Results
Cargo Aircraft Management (CAM)
CAM
First Quarter
 
($ in thousands)
2016
 
2015
 
Revenues
$
51,726

 
$
42,854

 
Pre-Tax Earnings
19,510

 
14,438

 
Significant Developments:
CAM’s revenues increased 21 percent to $51.7 million for the first quarter of 2016. Lease revenues from externally leased freighters and aircraft engines increased 29 percent, driven by revenues from five more external dry leases of Boeing 767s than were leased in the first quarter of 2015. Externally leased freighters increased to 29 as of March 31, from 24 a year earlier.
Pre-tax earnings for the quarter increased 35 percent. Revenue gains and lower interest expense offset increased fleet-related depreciation and transitioning expenses.
At March 31, 2016, CAM owned 56 Boeing cargo aircraft in serviceable condition, two more than at the same period last year. Five more CAM-owned 767-300 aircraft were awaiting or in passenger-to-freighter modification, and one 767-200 freighter was being prepared for re-lease to an external customer.
CAM will lease twenty 767s to Amazon by mid-2017; twelve 767-200s and eight 767-300s. Three of those 767-300s will be leased during 2016, and the last five in 2017. Seven of the 767-200s are currently in operation and leased to Amazon. Five other 767-200s will be leased to Amazon by year-end. CAM has agreements to purchase and has reserved conversion slots for all of the aircraft it will deploy under the Amazon agreements.
More information about CAM's current and projected in-service fleet is provided at the end of this release.




ACMI Services
ACMI Services
 
First Quarter
 
($ in thousands)
 
2016
 
2015
 
Revenues
 
 
 
 
 
Airline services
 
$
101,653

 
$
97,695

 
Reimbursables
 
13,303

 
7,773

 
Total ACMI Services Revenues
 
114,956

 
105,468

 
 
 
 
 
 
 
Pre-Tax Earnings (Loss)
 
(10,356
)
 
(2,571
)
 
Significant Developments:
Revenues increased nine percent to $115.0 million, including a four percent increase to $101.7 million in airline services revenues. Block-hour utilization increased 11 percent from an expanding ATSG-operated freighter fleet. Pricing changes that took effect since the first quarter of 2015 affected revenue growth from airline services. 2015 revenue and pre-tax results benefited from the $1.6 million non-cash item associated with completion of the amortization of a note payable to DHL.
Lower pre-tax margins are attributable to $4.5 million in higher expenses for scheduled heavy maintenance events, $2.4 million in higher non-cash pension expense, and other costs to prepare flight crews and other personnel for expanding CMI operations.
As of March 31, 2016, ATSG's airlines leased from CAM and operated on an ACMI basis eight Boeing 757 aircraft and eighteen 767 freighters, two fewer 767s than a year ago. Aircraft returned to CAM were deployed to external dry lease customers.

Other Activities
Other Activities
 
First Quarter
 
($ in thousands)
 
2016
 
2015
 
Revenues
 
$
55,011

 
$
35,606

 
Pre-Tax Earnings
 
3,868

 
3,076

 

Significant Developments:
External customer revenues from all other activities in the first quarter increased 54 percent, and pre-tax earnings increased 26 percent, as returns from mail sorting and package handling services increased significantly.
Annual Meeting
ATSG will hold its annual meeting of shareholders at 11 a.m. on May 12, 2016, at The Roberts Centre in Wilmington, Ohio. More information about the meeting is available in the proxy materials available via our website, www.atsginc.com.
 
Outlook
ATSG continues to estimate that Adjusted EBITDA from Continuing Operations will be $208 million in 2016 when calculated on the same basis as in 2015. In 2016, Adjusted EBITDA also excludes additional non-cash items, including $9.5 million in pension expense and $1.2 million in debt issuance costs stemming from ATSG's interest in its West Atlantic joint venture. Accordingly, 2016 Adjusted EBITDA is




now expected to be approximately $218 million. Adjusted EBITDA is a non-GAAP financial measure, defined and reconciled to comparable GAAP results in a table at the end of this release.

"Our position as the leading source of dedicated Boeing 767 freighters that we own and can deploy worldwide is generating strong cash returns for our shareholders, especially as e-commerce customers drive demand for express networks," Hete said. "We intend to invest to maintain that global lead, and project that we will remain fully deployed, with more than 80 percent of our available 767 freighters leased to third parties by the end of the year. We will also surround that fleet with the most complete set of maintenance, logistics and other air network support services in the industry."

Beginning in the second quarter, ATSG's earnings will reflect a revenue reduction associated with the amortization of value for warrants issued to Amazon in accordance with the agreements effective in April. This non-cash amortization will also be excluded from ATSG's calculation of Adjusted EBITDA.

Hete also noted that the investments required to support ATSG's new Amazon agreements will not affect the company's intention to maintain its balanced capital allocation strategy, including share repurchases.
"I expect that over the five-year term of the warrant program, our share repurchases will significantly reduce the dilutive effect of the warrants on our existing shareholders," Hete said. "We continue to believe that a balanced capital allocation strategy is in the best interest of our shareholders, and we will act accordingly."
Conference Call
ATSG will host a conference call on Wednesday, May 11, 2016, at 10 a.m. Eastern Daylight Time to review its financial results for the first quarter of 2016. Participants should dial (888) 771-4371 and international participants should dial (847) 585-4405 ten minutes before the scheduled start of the call and ask for conference pass code 42483130. The call will also be webcast live (listen-only mode) via www.atsginc.com.
A replay of the conference call will be available by phone on May 11, 2016, beginning at 2 p.m. and continuing through May 18, 2016, at (888) 843-7419 (international callers (630) 652-3042); use pass code 42483130#. The webcast replay will remain available via www.atsginc.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, through its leasing and airline subsidiaries, is the world's largest owner and operator of converted Boeing 767 freighter aircraft. Through its principal subsidiaries, including two airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, aircraft maintenance services and airport ground services. ATSG's subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Air Transport International, Inc.; Cargo Aircraft Management, 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, our operating airlines' ability to maintain on-time service and control costs; the number and timing of deployments and redeployments of our aircraft to customers; the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration; the successful implementation and operation of the new air network for Amazon; shareholder approval of the proposed equity arrangements with Amazon; changes in market demand for our assets and services; 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
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
 
Three Months Ended
 
March 31,
 
2016
 
2015
REVENUES
$
177,385

 
$
147,025

 
 
 
 
OPERATING EXPENSES
 
 
 
Salaries, wages and benefits
52,419

 
43,679

Depreciation and amortization
32,534

 
28,993

Maintenance, materials and repairs
27,343

 
22,693

Fuel
16,631

 
10,778

Contracted ground and aviation services
10,868

 
2,938

Travel
4,808

 
4,423

Rent
2,627

 
4,207

Landing and ramp
3,651

 
2,708

Insurance
1,149

 
1,258

Other operating expenses
10,004

 
7,819

 
162,034

 
129,496

 
 
 
 
OPERATING INCOME
15,351

 
17,529

OTHER INCOME (EXPENSE)
 
 
 
Interest income
24

 
22

Interest expense
(2,699
)
 
(3,065
)
Net loss on financial instruments
(528
)
 
(13
)
 
(3,203
)
 
(3,056
)
 
 
 
 
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
12,148

 
14,473

INCOME TAX EXPENSE
(3,977
)
 
(5,578
)
 
 
 
 
EARNINGS FROM CONTINUING OPERATIONS
8,171

 
8,895

 
 
 
 
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAX
47

 
214

NET EARNINGS
$
8,218

 
$
9,109

 
 
 
 
EARNINGS PER SHARE - Basic
 
 
 
Continuing operations
$
0.13

 
$
0.14

Discontinued operations

 

NET EARNINGS PER SHARE
$
0.13

 
$
0.14

 
 
 
 
EARNINGS PER SHARE - Diluted
 
 
 
Continuing operations
$
0.13

 
$
0.14

Discontinued operations

 

NET EARNINGS PER SHARE
$
0.13

 
$
0.14

 
 
 
 
WEIGHTED AVERAGE SHARES
 
 
 
Basic
63,636

 
64,454

Diluted
65,057

 
65,337






AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
March 31,
 
December 31,
 
2016
 
2015
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
39,834

 
$
17,697

Accounts receivable, net of allowance of $414 in 2016 and $415 in 2015
57,865

 
57,986

Inventory
13,513

 
12,963

Prepaid supplies and other
10,477

 
12,660

TOTAL CURRENT ASSETS
121,689

 
101,306

 
 
 
 
Property and equipment, net
914,838

 
875,401

Other assets
25,294

 
26,285

Goodwill and acquired intangibles
76,245

 
38,729

TOTAL ASSETS
$
1,138,066

 
$
1,041,721

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
42,473

 
$
44,417

Accrued salaries, wages and benefits
24,461

 
27,454

Accrued expenses
8,298

 
8,107

Current portion of debt obligations
37,734

 
33,740

Unearned revenue
11,991

 
12,963

TOTAL CURRENT LIABILITIES
124,957

 
126,681

Long term debt
333,766

 
283,918

Post-retirement obligations
106,001

 
108,194

Other liabilities
63,935

 
61,913

Deferred income taxes
100,965

 
96,858

 
 
 
 
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; 64,068,782 and 64,077,140 shares issued and outstanding in 2016 and 2015, respectively
641

 
641

Additional paid-in capital
551,914

 
518,259

Accumulated deficit
(47,513
)
 
(55,731
)
Accumulated other comprehensive loss
(96,600
)
 
(99,012
)
TOTAL STOCKHOLDERS’ EQUITY
408,442

 
364,157

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,138,066

 
$
1,041,721







AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
PRE-TAX EARNINGS AND ADJUSTED PRE-TAX EARNINGS SUMMARY
FROM CONTINUING OPERATIONS
NON-GAAP RECONCILIATION
(In thousands)
 
Three Months Ended
 
March 31,
 
2016
 
2015
Revenues
 
 
 
CAM
$
51,726

 
$
42,854

ACMI Services
 
 
 
Airline services
101,653

 
97,695

Reimbursables
13,303

 
7,773

Total ACMI Services
114,956

 
105,468

Other Activities
55,011

 
35,606

Total Revenues
221,693

 
183,928

Eliminate internal revenues
(44,308
)
 
(36,903
)
Customer Revenues
$
177,385

 
$
147,025

 
 
 
 
Pre-tax Earnings from Continuing Operations
 
 
CAM, inclusive of interest expense
19,510

 
14,438

ACMI Services
(10,356
)
 
(2,571
)
Other Activities
3,868

 
3,076

Net, unallocated interest expense
(346
)
 
(457
)
Net loss on financial instruments
(528
)
 
(13
)
Total Pre-tax Earnings
$
12,148

 
$
14,473

 
 
 
 
Adjustments to Pre-tax Earnings
 
 
Add non-service components of retiree benefit costs, net
2,203

 
(260
)
Add debt issuance charge from non-consolidating affiliate
1,229

 

Add net loss on financial instruments
528

 
13

Adjusted Pre-tax Earnings
$
16,108

 
$
14,226


Adjusted Pre-tax Earnings is defined as Earnings from Continuing Operations Before Income Taxes less financial instrument gains or losses, non-service components of retiree benefit costs and the write-off of debt issuance costs from a non-consolidating affiliate. Management uses Adjusted Pre-tax Earnings from Continuing Operations to assess the performance of its operating results among periods. Adjusted Pre-tax earnings from Continuing Operations is a non-GAAP financial measure and should not be considered an alternative 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
 
March 31,
 
2016
 
2015
 
 
 
 
Earnings from Continuing Operations Before Income Taxes
$
12,148

 
$
14,473

Interest Income
(24
)
 
(22
)
Interest Expense
2,699

 
3,065

Depreciation and Amortization
32,534

 
28,993

EBITDA from Continuing Operations
$
47,357

 
$
46,509

Add non-service components of retiree benefit costs, net
2,203

 
(260
)
Add debt issuance costs from non-consolidating affiliate
1,229

 

Add net loss on financial instruments
528

 
13

 
 
 
 
Adjusted EBITDA from Continuing Operations
$
51,317

 
$
46,262


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 financial instrument gains or losses, non-service components of retiree benefit costs and the write-off of debt issuance costs from a non-consolidating affiliate.
 
Management uses EBITDA from Continuing Operations as an indicator of the cash-generating performance of the operations of the Company. Management uses Adjusted EBITDA from Continuing Operations to assess the performance of its operating results among periods. EBITDA and Adjusted EBITDA from Continuing Operations 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.





AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
IN-SERVICE CARGO AIRCRAFT FLEET

Aircraft Types
 
 
December 31,
 
March 31,
 
December 31,
 
 
2015
 
2016
 
2016 Projected
 
 
 
 
 
 
Operating
 
 
 
 
 
Operating
 
 
 
 
 
Operating
 
 
Total
 
Owned
 
Lease
 
Total
 
Owned
 
Lease
 
Total
 
Owned
 
Lease
B767-200
 
36
 
36
 
 
36
 
36
 
 
36
 
36
 
B767-300
 
11
 
11
 
 
12
 
12
 
 
17
 
17
 
B757-200
 
5
 
4
 
1
 
5
 
4
 
1
 
5
 
4
 
1
B757 Combi
 
4
 
4
 
 
4
 
4
 
 
4
 
4
 
Total Aircraft
 
56
 
55
 
1
 
57
 
56
 
1
 
62
 
61
 
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned Aircraft In Serviceable Condition
 
 
December 31,
 
March 31,
 
December 31,
 
 
2015
 
2016
 
2016 Projected
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dry leased without CMI
 
 
 
15
 
 
 
 
 
15
 
 
 
 
 
14
 
 
Dry leased with CMI
 
 
 
15
 
 
 
 
 
14
 
 
 
 
 
29
 
 
ACMI/Charter
 
 
 
25
 
 
 
 
 
26
 
 
 
 
 
18
 
 
Staging/Unassigned
 
 
 
 
 
 
 
 
1
 
 
 
 
 
 
 
 
 
 
 
55
 
 
 
 
 
56
 
 
 
 
 
61