8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________

Form 8-K

 _____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2023

   _____________________

Air Transport Services Group, Inc.

(Exact name of registrant as specified in its charter)

  _____________________

DE	000-50368	26-1631624
(State or other jurisdiction of incorporation)	Commission File Number:	(IRS Employer Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant's telephone number, including area code)

 _____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ATSG	NASDAQ Stock Market LLC

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 6, 2023, Air Transport Services Group, Inc. ("ATSG") issued a press release in order to provide outlook guidance for changes in its operating fleet of cargo aircraft. The guidance is being provided in anticipation of meetings that ATSG executives will hold with investors on February 7, 2023, at the Stifel Transportation and Logistics Conference in Amelia Island, Florida. A copy of the press release is attached hereto as Exhibit 99.1.

At the conference, ATSG will maintain guidance provided on November 3, 2022, for full-year 2022 Adjusted Earnings Before Interest, Taxes and Depreciation. Further, ATSG executives will be participating in a panel discussion and a series of one-on-one meetings with investors during which they will be discussing ATSG's business model, financial performance and outlook, utilizing the written presentation attached hereto as Exhibit 99.2.

ATSG is furnishing the information contained herein, including Exhibits 99.1 and 99.2, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the "SEC"). This information shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press release issued by Air Transport Services Group, Inc. on February 6, 2023.
99.2*	Presentation for Stifel Transportation and Logistics Conference on February 7, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIR TRANSPORT SERVICES GROUP, INC.
By:	/S/  W. JOSEPH PAYNE
	W. Joseph Payne
	Chief Legal Officer & Secretary
Date:	February 6, 2023

EX-99.1

ATSG Provides Outlook for Fleet Transitions in 2023 and Beyond

WILMINGTON, Ohio – February 6, 2023 – Air Transport Services Group, Inc. (Nasdaq: ATSG) today provided outlook guidance for changes in its operating fleet of cargo aircraft. The guidance is in anticipation of meetings that ATSG executives will hold with investors on February 7, 2023, at the Stifel Transportation and Logistics Conference in Amelia Island, Florida.

At the conference, ATSG will maintain guidance provided on November 3, 2022, for full-year 2022 Adjusted Earnings Before Interest, Taxes and Depreciation. Fourth quarter and full year 2022 results will be announced in late February 2023.

Regarding its outlook for cargo aircraft leases and subsidiary airline operations in 2023 and beyond, ATSG expects to:

•Through its Cargo Aircraft Management (CAM) subsidiary, complete the passenger-to-freighter conversion and deliver fourteen Boeing 767-300 freighter aircraft in 2023 and sixteen in 2024, most of which will be leased to customers based outside the United States.

•Complete the passenger-to-freighter conversion and deliver at least six Airbus A321-200 cargo aircraft to fulfill lease orders from customers based in Europe and Asia. A similar number of Airbus A321-200 cargo conversions and deliveries are anticipated in 2024. Deliveries and dry leases, however, are pending regulatory review by the European Union Aviation Safety Agency (EASA). ATSG anticipates EASA approvals for the A321-200 design it developed via a joint venture before mid-year 2023.

•Begin the passenger-to-freighter conversion of what it expects to become a leased fleet of thirty Airbus A330-300s, equal to the number for conversion slots it holds. CAM expects to begin leasing A330 freighters in 2024 and continuing into 2028. It has already received customer commitments to lease more than two thirds of those A330 freighters, which are medium widebody aircraft that perform regional missions, but with greater payload and range than Boeing 767-300 freighters.

•Continue to lease into 2024 four of twelve Boeing 767-200 freighters currently leased to Amazon and operated by ATSG’s cargo airlines. Leases for the other eight are due to expire between May and September 2023. CAM expects to retire at least three of the eight due to airframe cycle limitations and utilize the engines removed to support other 767-200 lease customers. CAM expects to re-lease and/or sell the remaining five 767-200 freighters which Amazon may not extend.

•Operate 767 freighters dedicated to principal customers DHL and Amazon for reduced schedules and fewer block hours per aircraft across the United States in the first half of 2023 versus 2022. Both companies are adjusting their ground and air distribution and fulfillment networks in the United States to conform to reduced U.S. economic growth and consumer spending levels in the first half of 2023. ATSG’s passenger aircraft operations are likely to face similar effects.

Rich Corrado, president and CEO of ATSG, said, “Despite the macroeconomic headwinds, we expect moderate Adjusted EBITDA growth for ATSG in 2023, reflecting the resilience of our business model. Demand to lease the newly converted freighter types we offer remains as strong as ever. The entry into new Airbus platforms along with the significant increase in leasing deliveries will increase our capital expenditures above 2022 levels. But clearly, 2023 will be a transition year for us, due to both a changing mix of leased freighters in service, and changes in flight schedules from customers of our U.S. airlines. I look forward to sharing our outlook for 2023 in more detail when we report our fourth-quarter 2022 earnings results in late February.”

About ATSG

ATSG is a leading provider of aircraft leasing and cargo and passenger air transportation and related services to domestic and foreign air carriers and other companies that outsource their cargo and passenger airlift 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 three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, passenger ACMI and charter services, aircraft maintenance services and airport ground services. ATSG's subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Airborne Maintenance and Engineering Services, Inc., including its subsidiary, Pemco World Air Services, Inc.; Air Transport International, Inc.; Cargo Aircraft Management, Inc.; and Omni Air International, LLC. 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. A number of important factors could cause Air Transport Services Group, Inc.'s ("ATSG's") actual results to differ materially from those indicated by such forward-looking statements. Such factors include, but are not limited to: (i) the extent to which changes in market conditions impact the number, timing, and scheduled routes of aircraft deployments to new and existing customers; (ii) the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration, which may be impacted by global supply chain disruptions; (iii) our operating airlines' ability to maintain on-time service and control costs; (iv) our ability to remain in compliance with key agreements with customers, lenders and government agencies; (v) persistent elevated rates of inflation and changes in general economic and/or industry-specific conditions such as higher labor costs, increases in interest rates, an economic recession, and downturns in customer business cycles; (vi) the impact arising from COVID-19 outbreaks, including the emergence of COVID-19 variants; (vii) mark-to-market changes on certain financial instruments; and (viii) 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. Except as may be required by applicable law, 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

937-366-2303

EX-99.2

@ATSGinc ATSGinc.com slide 1 AIR TRANSPORT SERVICES GROUP INVESTOR PRESENTATION F E B R U A R Y | 0 7 | 2 0 2 3 R I C H C O R R A D O | P R E S I D E N T & C E O M A T T F E D D E R S | V P C O N T R O L L E R WITH RESILIENCE, FLEXIBILITY AND INTEGRITY A 360° set of top-quality capabilities and a tenacious approach that overcomes challenges and allows their opportunities to take flight

@ATSGinc ATSGinc.com slide 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Except for historical information contained herein, the matters discussed in this presentation contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause Air Transport Services Group, Inc.'s ("ATSG's") actual results to differ materially from those indicated by such forward-looking statements. Such factors include, but are not limited to: (i) the extent to which changes in market conditions impact the number, timing, and scheduled routes of aircraft deployments to new and existing customers; (ii) the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration, which may be impacted by global supply chain disruptions; (iii) our operating airlines' ability to maintain on-time service and control costs; (iv) our ability to remain in compliance with key agreements with customers, lenders and government agencies; (v) persistent elevated rates of inflation and changes in general economic and/or industry-specific conditions such as higher labor costs, increases in interest rates, an economic recession, and downturns in customer business cycles; (vi) the impact arising from COVID-19 outbreaks, including the emergence of COVID-19 variants; (vii) mark-to-market changes on certain financial instruments; and (viii) 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 presentation 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 presentation. Except as may be required by applicable law, 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. This presentation also refers to non-GAAP financial measures from continuing operations, including adjusted earnings, adjusted earnings per share, adjusted pretax earnings, adjusted EBITDA, and adjusted free cash flow. Management believes these metrics are useful to investors in assessing ATSG's financial position and results. These non-GAAP measures are not meant to be a substitute for ATSG’s GAAP financials. We advise you to refer to the reconciliations to GAAP measures, which are included in the company’s 8-K, 3Q Form 10Q, and accompanying earnings release furnished and dated 11/3/2022.

@ATSGinc ATSGinc.com slide 3 ATSG offers midsize aircraft leasing solutions with an unmatched set of complementary cargo and passenger services ATSG’S DIFFERENTIATED BUSINESS MODEL FINANCIALS Solid balance sheet and conservative financial policy Significant revenue and cash flow visibility through long-term leases and operating contracts with blue-chip customer base Business significantly immunized against GDP cycles No payload or fuel price risk SERVICES Differentiated value- added service offerings improve customer retention – most leasing customers use several services Best-in-class CMI airline operations for integrator and e-commerce networks Heavy maintenance, line maintenance, conversion, and engine PBC services Aircraft and cargo handling, sort operations, MHE and GSE service MARKET E-commerce enabler, providing critical service globally to customers including Amazon, DHL, and UPS World’s largest lessor of freighter aircraft Largest provider of passenger charter service to the DoD and other governmental agencies Differentiated package of value-added aviation services, building long- term customer partnerships Decades of experience with express network airline operations ASSET Owned aircraft portfolio focused on midsize freighters - the asset of choice for express and e- commerce driven regional air networks Boeing 767 freighter is ideally suited to regional network flying due to high reliability, cubic capacity and durable performance 767 is the fastest growing freighter in regional air networks around the world Airbus A321 and A330 conversions position ATSG to capitalize on midrange freighter demand

@ATSGinc ATSGinc.com slide 4 BUNDLED SERVICES FOR TURNKEY SOLUTIONS

@ATSGinc ATSGinc.com slide 5 DHL - ME Cargojet Airways ATSG fleet expansion through 2025 is focused on the growing regional global markets with continued growth in Canada, Mexico, Africa, and Malaysia. We Are Worldwide Emerging markets continue to fuel ecommerce growth with Southeast Asia 18.6%, Middle East/Africa 16.0%, and Latin America 12.7% (Source: emarketer 12/21) Global E-commerce Growth ATSG GLOBAL GROWTH SUPPORTED BY E-COMMERCE AND EXPRESS NETWORKS GLOBAL RETAIL AND E-COMMERCE SALES WITH E-COMMERCE AS % OF TOTAL RETAIL SALES (SALES IN BILLIONS US DOLLARS) $5.1 $5.4 $5.9 $6.5 $7.1 $7.6 $26.4 $28.2 $29.3 $30.6 $31.7 $32.8 19.3% 19.3% 20.2% 21.2% 22.2% 23.3% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 2021 2022 2023 2024 2025 2026 Global ecommerce Sales Global Retail Sales

@ATSGinc ATSGinc.com slide 6 THIRD QUARTER 2022 HIGHLIGHTS Customer Revenues $517 million, up $51 million or 11% over 3Q 2021 Adjusted EPS* of $.60, vs. $.57 in 3Q 2021, up 5% TTM Adjusted EBITDA* $633 million, up 25% vs $508 million TTM 3Q 2021 Consistently strong Adjusted Free Cash Flow** ($373 million current trailing twelve months) 2022 Adjusted EBITDA Guidance of $640 million, up nearly $100 million vs 2021 *Non-GAAP measure, please see the company’s 8K and accompanying earnings release for GAAP reconciliation furnished and dated 11/3/2022 ** Non-GAAP measure, please see enclosed GAAP reconciliation GAAP EPS (basic) from Continuing Operations $.68

@ATSGinc ATSGinc.com slide 7 3Q 2022 FINANCIALS REVENUE ($ in millions) $517 $466 3Q 2022 3Q 2021 $67 $61 3Q 2022 3Q 2021 $0.60 $0.57 3Q 2022 3Q 2021 $163 $153 3Q 2022 3Q 2021 PRETAX INCOME BY SEGMENT ($ in millions) $37 $25$29 $58 3Q 2021 3Q 20213Q 2022 3Q 2022 * ** ADJUSTED PRE-TAX EARNINGS * ADJUSTED EPS* ADJUSTED EBITDA * ($ in millions) ($ in millions) *Non-GAAP measure, please see the company’s 8K and accompanying earnings release for GAAP reconciliation furnished and dated 11/3/2022 CAM ACMI ** ACMI 3Q 2021 included $30M from government grants. No government grants will be recognized in 2022.

@ATSGinc ATSGinc.com slide 8 ADJUSTED EBITDA* -TRAILING TWELVE MONTH TREND ▪ 3Q 2022 Adjusted EBITDA up 6% vs 3Q 2021; up 24% for first nine months of 2022 vs 2021 ▪ Larger fleet of Company owned Boeing 767s aircraft under lease ▪ In-service fleet increased by twelve aircraft since September 2021; six CAM-owned and six customer-provided aircraft TTM ENDING *Non-GAAP measure, see GAAP reconciliation attached. For additional information about non–GAAP adjustments, see the company’s 8K and accompanying earnings release. ($ in millions) $508 $541 $593 $623 $633 SEP 2021 DEC 2021 MAR 2022 JUN 2022 SEP 2022

@ATSGinc ATSGinc.com slide 9 CAPITAL EXPENDITURES -TRAILING TWELVE MONTH TREND SUSTAINING CAPITAL EXPENDITURES Cost of planned airframe maintenance, engine overhauls, technology, and other property and equipment. GROWTH CAPITAL EXPENDITURES Cost of aircraft acquisitions and freighter modifications. ($ in millions) $359 $322 $309 $327 $346 $185 $183 $179 $172 $179 SEP 2021 DEC 2021 MAR 2022 JUN 2022 SEP 2022 TOTAL CAPITAL EXPENDITURES $544 $505 $488 $499 $525 TTM ENDING ▪ Twenty-one aircraft in conversion on September 30, 2022 with three to be leased in Q4 22 ▪ Projected 2022 Total Capital spend of $625M - $195M for Sustaining and $430M for Growth

@ATSGinc ATSGinc.com slide 10 ADJUSTED FREE CASH FLOW** -TRAILING TWELVE MONTH TREND ($ in millions) $333 $400 $406 $355 $373 $185 $183 $179 $172 $179 SEP 2021 DEC 2021 MAR 2022 JUN 2022 SEP 2022 OPERATING CASH FLOWS (GAAP) $518 $583 $585 $527 $552 TTM ENDING SUSTAINING CAPITAL EXPENDITURES ADJUSTED FREE CASH FLOW (NON-GAAP) **Adjusted Free Cash Flow is a Non-GAAP measure and equals Operating Cash Flow less Sustaining Capital Expenditures ▪ Stable sustaining capital expenditures ▪ ATSG received $83M in non repayable COVID PSP grants between October 2020 through May 2021 ▪ Adjusted Free Cash Flow funds Growth Capex

@ATSGinc ATSGinc.com slide 11 FLEET GROWS WITHOUT ADDITIONAL DEBT ($ in millions) ▪ CAM owned 133 aircraft on September 30, 2022 including twenty-one being converted to freighters ▪ Debt leverage under bank agreement, which includes government grant proceeds, improved from 2.18x in September 2021 to 2.06x in September 2022 $1,369 $1,299 $1,274 $1,359 $1,370 122 121 124 130 133 SEP 2021 DEC 2021 MAR 2022 JUN 2022 SEP 2022 TOTAL DEBT OWNED FLEET END OF PERIOD Debt amounts shown reflect long term plus current portion of balance sheet debt at end of month shown.

@ATSGinc ATSGinc.com slide 12 ▪ Through September 30, 2022 revenue and earnings gains fueled by seven incremental externally leased aircraft since September of 2021 ▪ ACMI customers assigned six more 767 freighters they own or lease from others since September 2021 ▪ Strong international demand for midsize freighters; all but two of this year’s new freighter leases will operate outside the U.S. ▪ E-commerce, strong driver of consumer shopping for convenience and price, supports increased flying in air cargo networks NINE MONTHS OF 2022 PERFORMANCE DRIVERS

@ATSGinc ATSGinc.com slide 13 ▪ Projected Adjusted EBITDA for 2022 at least $640M ▪ Omni passenger and ATI combi flights continue to increase for 2022 ▪ 2022 capital spending projected at $600M, including $412M for growth plus $188M for sustaining ▪ Long-term aircraft leases, network operating agreements and government flying mitigates economic risk from inflation and GDP slowdown 2022 OUTLOOK

@ATSGinc ATSGinc.com slide 14 ▪ Convert and deliver fourteen Boeing 767-300 freighter aircraft in 2023. Purchase feedstock to convert and deliver sixteen 767-300 freighters for lease in 2024 ▪ Convert and lease at least six Airbus A321-200 cargo aircraft to fulfill lease orders from customers based in Europe and Asia-pending regulatory review by the European Union Aviation Safety Agency (EASA). A similar number is expected in 2024. ▪ Begin conversion of Airbus A330-300 for lease in 2024. Expect to lease thirty through 2028 with more than two-thirds of those already under customer commitments. ▪ Continue to lease into 2024 four of twelve Boeing 767-200 freighters currently leased to Amazon with the additional eight due to expire between May and September 2023. CAM expects to retire at least three of the eight to utilize the engines and re-lease the majority of the remaining five. 2023 AND BEYOND

@ATSGinc ATSGinc.com slide 15 THANK YOU!

XML

Cover Cover	Feb. 06, 2023
Cover [Abstract]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Feb. 06, 2023
Entity Registrant Name	Air Transport Services Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50368
Entity Tax Identification Number	26-1631624
Entity Address, Address Line One	145 Hunter Drive
Entity Address, City or Town	Wilmington
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45177
City Area Code	937
Local Phone Number	382-5591
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ATSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894081