8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2004

ABX AIR, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	33-105137	91-1091619
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

145 Hunter Drive, Wilmington, Ohio 45177

(Address of Principal Executive Offices, Zip Code)

937-382-5591

(Registrant’s Telephone Number, Including Area Code)

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Exhibit No.	Description
99(a)	Press Release issued by ABX Air on February 23, 2004.

Item 12. Results of Operations and Financial Condition.

On February 23, 2004, the Registrant issued a press release relating to its results for the quarter and year ended December 31, 2003. A copy of the press release is furnished herewith as Exhibit 99(a).

The Press release includes a non-GAAP measure of net income which excludes the impairment charge and the tax effects related to our separation from Airborne, Inc. on August 15, 2003. Net earnings, excluding the impairment charge, should not be considered a measure of financial performance under generally accepted accounting principles (GAAP). We believe that excluding the impairment charge from our net earnings is a significant component in understanding and assessing our financial performance. The impairment charge was triggered by our separation from Airborne, an event unlikely to recur. Excluding the impairment charge from our net earnings is useful when comparing ABX’s financial results to previous periods or forming expectations of future results. Net earnings, excluding the impairment charge, should not be considered in isolation or as an alternative to net income, cash flows generated by operations, or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity.

The Registrant believes that certain statements in the earnings release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Registrant’s filings with the U.S. Securities and Exchange Commission, including the Registrant’s annual report on Form 10-K for the year ended December 31, 2003.

SIGNATURES

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

	ABX Air, Inc.
Dated: February 26, 2004	By:	/s/     JOSEPH C. HETE
		Joseph C. Hete Chief Executive Officer and President

EX-99.(A)

Exhibit 99(a)

ABX Air, Inc. Reports Fourth Quarter Profit

WILMINGTON, Ohio – February 23, 2004 – ABX Air, Inc. (OTCBB: ABXA.OB) today reported a profit in its first full quarter of operations as an independent company.

Annual and Fourth Quarter Results

For the fourth quarter of 2003, ABX Air reported revenue of $274.1 million and net earnings of $7.6 million or $0.13 per diluted share. For the fourth quarter of 2002, ABX posted revenues of $310.7 million and net earnings of $3.5 million, or $0.06 per diluted share.

For the year ended December 31, 2003, ABX reported revenue of $1.16 billion and a net loss of ($446.9) million or ($8.52) per share. The loss resulted from a $466.1 million impairment charge, net of taxes, taken during the third quarter of 2003. Excluding the impairment charge, net earnings were $19.2 million, or $0.33 per diluted share. For the year ended December 31, 2002, ABX had revenues of $1.17 billion and net earnings of $13.3 million, or $0.23 per diluted share.

ABX became an independent public company effective August 16, 2003, as a result of the separation from its former parent company, Airborne, Inc. (“Airborne”), which was acquired by DHL Worldwide Express B. V. (“DHL”). Accordingly, results for 2003 reflect 227 days of operations as a wholly owned subsidiary of Airborne, Inc., and 138 days as an independent public company. As such, making financial comparisons to previous periods is difficult.

The impairment charge was recorded after separation from Airborne as required by Statement of Financial Accounting Standard (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Application of SFAS 144 resulted in an impairment of ABX assets and adjustment to fair value. The impairment charge resulted in a net deferred tax asset position, which under provisions of SFAS No. 109, “Accounting for Income Taxes,” was fully offset by a valuation allowance established due to the likelihood that future taxable earnings generated would not allow for full utilization of the deferred tax asset position.

Post – Separation Results as an Independent Public Company (138 days)

For the period August 16 through December 31, 2003, ABX reported revenue of $401.6 million and net earnings, excluding the impairment charge, of $10.6 million, or $0.18 per diluted share. Net earnings from two commercial agreements, an aircraft, crew, maintenance and insurance agreement (“ACMI”) and a hub and line-haul services agreement (“Hub Services”) with Airborne/DHL accounted for 99% of the post-separation revenue and 86% of the post-separation net earnings. For the fourth quarter, the two commercial agreements accounted for 99% and 83% of the revenue and net earnings, respectively. (See summary table of post-separation operating results at the end of this release.)

“The culture among our employees has always been to provide maximum value to our customers. That has not changed since going forward as an independent company,” said Joe Hete, President and CEO. “We have continued to focus on further improving productivity while providing premium service. Maximizing the value that Airborne/DHL receives in our commercial arrangements allows them to leverage our cost efficiencies and excellent service to expand their domestic customer base. At the same time, we will continue to build upon our core strengths and expertise to expand our non-Airborne business where higher margins can be attained.”

Under the ACMI agreement, ABX Air provides aircraft, flight crews, associated aircraft maintenance and insurance to support Airborne/DHL’s package delivery network. Under the Hub Services agreement, ABX provides package sorting and handling services, truck line-haul services, and airport, equipment and facilities maintenance services to Airborne/DHL. Both contracts generally provide compensation to ABX on a cost-plus basis, with a base mark-up of 1.75% and a potential to earn incremental mark-ups depending on the attainment of contractually specified cost and service goals. Certain costs covered under these agreements, such as jet fuel expense, are reimbursable only, without mark-up.

Since the separation, the base mark-up of 1.75% under the two commercial agreements resulted in earnings of $5.5 million, while the total incremental mark-up was an additional $3.6 million, or 1.1% of costs subject to mark-up. The incremental mark-up earned from cost related goals totaled $2.4 million, including $1.9 million, or 1.1% on ACMI costs, and $0.5 million, or 0.4% on Hub Services costs. The incremental mark-up earned for service goals was $1.2 million, with $0.3 million, or 0.2% coming from the ACMI agreement, and $0.9 million, or 0.6% coming from the Hub Services agreement.

Beginning in 2004, incremental mark-up on the cost goals in the two agreements will be determined based on a weighting of 40% for quarterly budget performance and 60% related to annual budget performance. The service goals are annual, with the entire incremental mark-up earned for the year being recognized in the fourth quarter.

Labor related costs comprise a significant portion of ABX’s total operating costs. Excluding flight and aircraft maintenance employees, where labor hours are not directly related to piece volumes processed on behalf of Airborne/DHL, pieces handled per paid hour in the fourth quarter 2003 improved 12.5% compared to fourth quarter 2002. For the full year 2003, labor productivity improvements resulted in a 5.4% increase in pieces handled per paid hour as compared to 2002.

Total packages handled in the fourth quarter grew 1.4% to 125.5 million, compared to 123.7 million packages in the fourth quarter of 2002. For 2003, including the period prior to the separation from Airborne, total packages handled increased 4.1% to 474.9 million pieces, compared to 456.2 million in 2002. The increase in packages handled was driven by growth in Airborne’s ground product.

On-time performance (defined as arrival within 15 minutes of the schedule established by Airborne/DHL) for ABX scheduled aircraft and contracted truck line-hauls was the highest fourth quarter in the history of ABX. ABX realized 80.0% and 81.6% of the maximum incremental mark-up for service goals available under the ACMI and Hub Services agreements, respectively.

“We had a record holiday season,” Hete said. “I am extremely pleased by our employees continued focus and commitment to excellent service, while at the same time achieving significant productivity improvements. We are prepared to grow along with our largest customer, which has committed significant resources to building its domestic presence.”

Outlook

“Looking ahead, our focus will be on continuing to provide value to our primary customer, Airborne/DHL,” Hete said. “To the extent Airborne/DHL is successful in growing its business, we would also hope to benefit through increased shipment volumes that we handle on their behalf. We do anticipate that as DHL and Airborne complete the integration of their delivery networks, however, they will seek to eliminate duplicative costs, including those related to their services providers. While the scope of services we provide under the two agreements cannot be reduced for the first year, beginning August 16, 2004, Airborne may terminate ACMI aircraft, add, delete or modify the air routes we operate under the ACMI agreement, as well as add, delete or modify the services we provide under the Hub Services agreement. We are striving to remain Airborne’s preferred service provider by continuing to deliver premium service at a reasonable price. In fact, in January 2004, we were awarded the handling of DHL’s ground product, as part of the Hub Services agreement. “

Hete continued, “An area of additional focus will be to grow our non-Airborne/DHL revenues by developing and expanding services that build on our strengths and expertise. While we are pleased with the growth rate and margins of non-Airborne revenue to date, obviously there can be no guarantee that the rate of growth or margins can be maintained.”

ABX Air, Inc. is a cargo airline with a fleet of 115 aircraft that operates out of Wilmington, Ohio, and eleven hubs throughout the United States. In addition to providing airlift capacity to Airborne, an indirectly wholly owned subsidiary of DHL Worldwide Express, B.V., ABX Air provides charter and maintenance services to a diverse group of customers. With over 7,200 employees, ABX is the largest employer in a several county area in southwestern Ohio.

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements. There are a number of important factors that could cause actual results of ABX Air, Inc. to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, challenges in operating as a stand-alone company as a result of our separation from Airborne, Inc., our former parent company, which was acquired by DHL Worldwide Express B.V., on August 15, 2003, a significant reduction in the scope of services under our commercial agreements with Airborne, Inc., as well as other risk factors identified from time to time in our periodic filings with the Securities and Exchange Commission. Readers should carefully review this release and should not place undue reliance on our forward-looking statements. These forward-looking statements were based on information, plans and estimates at the date of this release. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

ABX AIR, INC.

CONSOLIDATED FINANCIAL RESULTS

(In thousands, except per share data)

	Three Months Ended December 31					Twelve Months Ended December 31
	2003		2002			2003			2002
REVENUES	$	274,065	$	310,707		$	1,160,959		$	1,173,735
OPERATING EXPENSES:
Salaries, wages and benefits		119,771		115,182			472,028			451,474
Purchased line-haul		49,668		47,658			171,695			150,281
Fuel		38,539		36,423			150,454			129,321
Maintenance, materials and repairs		26,816		28,814			114,032			116,254
Depreciation and amortization		9,180		34,532			98,503			147,993
Landing and ramp		6,515		7,678			27,816			26,082
Rent		1,653		3,151			9,748			11,982
Other operating expenses		11,995		24,028			74,978			91,813
Impairment charge		—		—			600,871			—
		264,137		297,466			1,720,125			1,125,200
EARNINGS (LOSS) FROM OPERATIONS		9,928		13,241			(559,166	)		48,535
INTEREST, NET OF INTEREST INCOME		2,315		7,220			16,379			25,866
EARNINGS (LOSS) BEFORE INCOME TAXES		7,613		6,021			(575,545	)		22,669
INCOME TAX BENEFIT (EXPENSE)		—		(2,492	)		128,644			(9,383	)
NET EARNINGS (LOSS)	$	7,613	$	3,529		$	(446,901	)	$	13,286
EARNINGS PER SHARE:
Basic earnings per share	$	0.14	$	0.07		$	(8.52	)	$	0.25
Diluted earnings per share	$	0.13	$	0.06		$	(8.52	)	$	0.23
WEIGHTED AVERAGE SHARES:
Basic		53,562		52,107			52,474			52,107
Diluted		58,521		58,521			52,474			58,521

ABX AIR, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

	December 31 2003		December 31 2002
ASSETS:
Cash	$	65,741	$	33
Accounts Receivable, net		5,482		2,318
Other Current Assets		18,763		60,812
Total Current Assets		89,986		63,163
Property and Equipment, net		312,803		1,089,485
Other Assets		10,317		21,360
Total Assets	$	413,106	$	1,174,008
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities	$	113,140	$	133,246
Long Term Obligations		241,300		808,440
Stockholders’ Equity		58,666		232,322
Total Liabilities and Stockholders’ Equity	$	413,106	$	1,174,008

ABX AIR, INC.

POST – SEPARATION EARNINGS SUMMARY

(In thousands)

	For the quarter ended December 31, 2003
	ACMI		Hub Services		Other Reimbursable		Airborne/DHL Subtotal		Non Airborne/DHL		Total
Revenues	$	121,031	$	100,756	$	48,818	$	270,605	$	3,460	$	274,065
Operating expenses		116,077		97,882		47,991		261,950		2,187		264,137
Interest expense		1,488		—		827		2,315		—		2,315
Total expense		117,565		97,882		48,818		264,265		2,187		266,452
Net earnings	$	3,466	$	2,874	$	—	$	6,340	$	1,273	$	7,613

	For the 138 days ended December 31, 2003
	ACMI		Hub Services		Other Reimbursable		Airborne/DHL Subtotal		Non Airborne/DHL		Total
Revenues	$	178,692	$	145,933	$	72,341	$	396,966	$	4,647	$	401,613
Operating expenses		171,132		142,068		71,117		384,317		3,185		387,502
Interest expense		2,317		—		1,224		3,541		—		3,541
Total expense (1)		173,449		142,068		72,341		387,858		3,185		391,043
Net earnings	$	5,243	$	3,865	$	—	$	9,108	$	1,462	$	10,570

(1) Excludes impairment charge of $600.9 recorded in the third quarter 2003.

ABX AIR, INC.

Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures

(In thousands except per share data)

This communication release includes a non-GAAP measure of net income for 2003 operating results which excludes the impairment charge and the tax effects related to our separation from Airborne, Inc. on August 15, 2003. Excluding the impairment charge, net of tax, is important when forming expectations about our future operating results. The table below presents a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures.

	For the periods ended December 31, 2003
	138 days			Year
GAAP net loss	$	(455,563	)	$	(446,901	)
Unusual items:
Impairment charge		600,871			600,871
Tax benefit on impairment		(134,738	)		(134,738	)
Non-GAAP net earnings	$	10,570		$	19,232
GAAP diluted loss per share	$	(8.68	)	$	(8.52	)
Effect of unusual items, net of tax		8.88			8.88
Effect of anti-dilutive equivalent shares		(0.02	)		(0.03	)
Non-GAAP diluted EPS	$	0.18		$	0.33