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): June 10, 2009

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)

ABX Holdings, Inc.

(Former name or former address, if changed since last report)

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))

Item 7.01 Regulation FD Disclosure.

On June 10-11, 2009, Air Transport Services Group, Inc.’s (“ATSG’s”) President and Chief Executive Officer, Joseph C. Hete, and Chief Financial Officer, Quint O. Turner, will be holding a series of meetings with investors for the purpose of giving an overview of ATSG, its historical financial performance and its strategy for growth. A copy of the presentation that will be shown during the investor meetings is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Air Transport Services Group, Inc. Investor Presentation dated June 2009.

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
	Sr. Vice President Corporate General Counsel & Secretary

Date: June 10, 2009

EX-99.1

1

June 2009

Investor Meetings

Exhibit 99.1

2

2

•Except for historical information contained herein, the matters discussed in this presentation 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, further reductions in the scope of services that ABX Air is

performing

under

its

commercial

agreements

with

DHL

and

the

rate

at

which

those

reductions

occur,

ABX

Air’s

ability

to

maintain

cost

and

service

level

performance

under

its

commercial

agreements

with

DHL,

the

timing

for

and

extent

to

which

ABX

Air

is

reimbursed

for

expenditures

made

under

its

Severance and Retention Agreement with DHL and for costs associated with the termination of services under its commercial agreements with DHL, further

reductions in the scope of services that ATSG is providing to its other customers, ATSG’s ability to sufficiently reduce its costs in order to compete for new

business and generate reasonable returns, the timely conversion and deployment of Boeing 767 aircraft, ATSG’s ability to remain in compliance with the

terms of its credit arrangements, 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 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. 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. 

Safe Harbor Statement

ATSG, Inc. Non-GAAP Reconciliation

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) (Unaudited)

EBITDA is a non-GAAP financial measure and

should not be considered an alternative to net income

(loss) or any other performance measure derived in

accordance with GAAP. EBITDA is defined as

income (loss) from operations plus net interest

expense, provision for income taxes, depreciation

and amortization. The Company’s management uses

this adjusted financial measure in conjunction with

GAAP financial measures to monitor and evaluate

the performance of the Company, including as a

measure of liquidity. EBITDA 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.

* Excluding goodwill and intangible impairment charges

2004

2005

2006

2007

 2008

36,973

30,312

90,054

19,587

(55,990)

Income Tax Expense (Benefit)

-

-

(54,041)

13,701

10,161

Interest Income

(931)

(2,354)

(4,775)

(4,557)

(2,335)

Interest Expenses

8,956

10,805

11,547

14,067

37,002

Depreciation and amortization

36,817

41,167

45,660

51,747

94,451

81,815

79,930

88,445

94,545

83,289

Impairment of goodwill and

intangibles

-  

-  

-  

-  

91,241

81,815

79,930

88,445

94,545

174,530

GAAP Net Earnings

Reconciliation Statement ($ in 000s)

Adjusted EBITDA

EBITDA

3

3

•

Airborne Maintenance and

Engineering Services (AMES)

•

ABX Cargo Services

•

LGSTX Services

2003 Separation

2007 Acquisition

Airborne, Inc.

Airborne, Inc.

ACMI Agreement

ACMI Agreement

Hub Services Agreement

Hub Services Agreement

ABX Air

ABX Air

Holders

Holders

3

Today

ACMI / Charter

ACMI / Charter

Air Transport

Air Transport

Services Group

Services Group

Leasing

Leasing

Other

Other

•

ABX Air

•

ATI

•

CCIA

•

CAM

DHL

DHL

Cargo Holdings

Cargo Holdings

International

International

•

Air Transport International (ATI)

•

Capital Cargo International

Airlines (CCIA)

•

Cargo Aircraft Management 

(CAM)

•

LGSTX Services

4

4

Expanded portfolio of services

Downsized fleet, operations,

and workforce

Preserved financial flexibility while

increasing cash flow

Facing Challenges of Change-2008

•

Assimilate new

businesses

•

Adapt for DHL

restructuring

•

Respond to credit

crisis, soft economy

$34

$48

Financial

Performance

2004-2008 Results

$s in millions

Non-DHL

DHL

$27

$91

$1,176

$1,430

$1,212

$1,083

2004

2005

2006

2007

Pre-tax Earnings

2004

2005

2006

$37

$36

$33

$30

2007

Revenues

$1,203

$1,464

$1,260

$1,174

$1,152

2008

$1,611

$459

2008

-$46

$45*

* Excluding goodwill and intangible impairment charges

5

6

6

EBITDA*

2004

2005

2006

2007

$81.8 M

$79.9 M

$88.4 M

$94.5 M

*EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered as an alternative to net income (loss) or any

other performance measure derived in accordance with GAAP. The Company’s management uses this adjusted financial measure in conjunction

with

GAAP

financial

measures

to

monitor

and

evaluate

the

performance

of

the

Company,

including

as

a

measure

of

liquidity.

EBITDA

and

Adjusted EBITDA 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.

Please

refer

to

Slide

2

for

a

statement

showing

a

reconciliation

of

EBITDA

to

GAAP

Net

Income."

** Excluding goodwill and intangible impairment charges

$174.5 M

2008A**

7

7

1Q 2008

Revenues

ACMI

$93 M

1Q Financial Results

DHL

$281 M

Other $9 M

1Q 2009

ACMI

$86 M

DHL

$183 M

Other $11 M

Segments and Other

CAM $13 M

CAM $10 M

Earnings

1Q 2008

ACMI $1 M

CAM

$4 M

DHL

$4 M

1Q 2009

ACMI $2 M

CAM

$5 M

DHL

$13 M

Other $1 M

Other $0.4 M

8

8

Facing Challenges of Change-2009

Goals for 2009

•

Restructure DHL promissory note and capital leases

•

Continue to support DHL transition

•

Reconfigure non-standard B767-PC fleet to serve

broader customer base

•

Seek long-term commitments for B767 fleet

•

Further strengthen balance sheet

•

Leverage maintenance capability

•

Align cost structure

9

9

2009 Actions to Date

•

Debt to be reduced approximately $113 million as result of:

–

DHL note balance reduced $46 million principal reduction, $15 million

prepayment

–

$52 million capital lease transfer to DHL 

•

Downsized DHL-related workforce by more than 7,500 people,

reduced fleet by 65 aircraft

•

Completed modification of first 767-PC to SF, one more in mod

•

Executed multi-year dry leases for three 767-SFs and options for

three more

•

Granted dry-lease options for four 767-SFs to DHL

•

Launched new MRO business

•

Reduced cost structure by $17 million

10

10

Our Business

Weak demand grounds inefficient fleets, single-mode

operators

Customers seeking full-service, low-cost providers

Win factors: Experience, service quality, broad capabilities

Market

Dynamics

ACMI

Dry Leasing

Air Mobility Command -

Combis

Maintenance Repair and Overhaul (MRO)

Diversified

Portfolio of

Assets &

Services

DHL

BAX/Schenker

U.S. Military

USPS

Significant

Customer

Relationships

Efficient assets delivering low unit operating costs

Largest fleet of 767-200 freighters

Added 757

Attractive

Freighter

Aircraft

11

11

Strategy for Profitable Growth

•

Organic Strategy

–

Grow ACMI and leasing business using 767-200 fleet

as the platform

–

Grow maintenance and technical services for higher

margin returns

–

Leverage capabilities and resources in sort

management and support services

–

Provide principal customers with superior,

cost-effective service

•

Business Development

–

Complementary service offerings

–

Scale advantages

–

Capture cost savings from synergies

12

12

Diversification Progress

DHL

OTHER*

EBITDA

2004

$76M

$6M

$1,176B

$27M

2007

$69M

$26M

$1,083B

$91M

Revenues

* Excluding goodwill and intangible impairment charges

2008

$459M

$97M

$78M

$1,152B

13

13

Our Fleet

12/31/2007

6/1/2009

12/31/2010

DC-8

16

16

16

DC-9

57

B727

14

14

14

B757

2

2

B767-PC

24

22

8

B767-SF

19

21

27

In mod

4

2

1

Total

134

77

68

26

28

30

38

46

45

45

World’s Largest Fleet of

Cost-Efficient Boeing 767-200

Cargo Aircraft

14

14

470

654

528

683

247

260

433

481

0

500

1000

1500

2000

2500

2008

2013

Standard

Medium Narrowbody

Large Widebody

Medium Widebody

Five-Year Freighter Forecast

Available Freighters

10

31

37

3

Average Annual Net Adds

2008-2013

Source:

ACMG

Baseline

Forecast

–

April

2009

1,678

2,058

15

15

Midsize Freighter Forecast

Source:

Air

Cargo

Management

Group

(ACMG)

Annual

Twenty-Year

Freighter

Forecast

-

2009

WIDE-BODY

1Q/2009

Retirements

New

Converted

2013 Total

767-200 & ER

60

0

0

30

90

767-300 & ER

51

0

35

45

131

A300B4

68

15

0

0

53

A300-600 & -600R

148

0

0

40

188

A310-200

49

0

0

0

49

A310-300

29

0

0

35

64

A330

0

0

35

0

35

DC-10-10

64

20

0

0

44

L-1011

1

1

0

0

0

NARROW-BODY

1Q/2009

Retirements

New

Converted

2013 Total

707

17

17

0

0

0

DC-8

96

80

0

0

16

A321

0

0

0

10

10

757-200

134

0

0

100

234

16

16

Redeploying Our DHL 767s

24

21

5

3

27-30*

5-8*

36

6/09

12/10

12/11

5 767-PCs

put to DHL

DHL assumes

cap leases for

5 767-PCs

767-200 PCs, including PCs in mod program

767-200 SFs

24

11

12/09

5

*Pace of 767 modifications could be affected by possible assignment of early modification slots to DHL.

767-PCs

modified to

767-SFs*

17

17

Deployment Options

Lease

Sell

ACMI

$250K-$275K / mo.,

90%+ EBITDA Margins

$18-22 Mill.

avg. for

767-200SF

$3-$4K per B/H,

175-200hrs/ mo,

20-25% EBITDA

Margins*

•Assumes renegotiated CBA with ABX Air pilots effective 1Q/2010

18

18

767-PC Investment

(in millions)

Avg

Per 767

14 767s

Current Book Value

$4.5

$63.0

Current Market Value

$5.0

$70.0

Modification Cost

$12.0

$168.0

Market Value After Conversion

$18-22

$250-300

Lease Revenue Potential/yr

$3.0-3.25

$42.0-46.0

19

19

Capital Expenditure Trends

$65

$49

$86

$142

$14

$12

$9

2004

2005

2006

2007

Maintenance

Growth

$74 M

$61 M

$100 M

$160 M

$18

2008

$112 M

2009E

$126 M

$90

$22

$92

$34

20

20

Leverage Ratios

1Q09

1Q09

Actual

Note/Cap Lease

Covenant

Results

Resolution

First Lien Debt / EBITDA*

< 3.00

2.38

2.11

Total Debt / EBITDA*

< 3.50

2.63

2.28

Fixed Charge Coverage

> 1.50

2.49

2.96

1Q09 Actual Positive Outcome

»»»

reported results inclusive of DHL Note forgiveness

»»»

First Lien Ratio < 2.50 results in spread reduction to 2.625

»»»

interest expense reduction ~ $800,000 for remainder of year

»»»

next .375 spread reduction when First Lien Ratio < 2.00

Note and capital lease resolution

»»»

Includes $15 million DHL Note reduction, elimination of ABX aircraft

capital leases

*Trailing 12 months through March 31, 2009 adjusted EBITDA excludes goodwill and intangible impairment charges

21

21

Our Value Proposition

•

Strong cash flow from high-profile strategic customers,

including DHL, BAX/Schenker, U.S. Military, USPS, UPS.

•

Global presence

•

Federal tax liability offset by deferred tax assets through 2011.

•

Nominal fuel-cost exposure via either ACMI or dry-leases.

•

World’s largest combined fleet of efficient 767-200SFs.

•

Integrated menu of value-added services: maintenance, technical, fuel

management, and logistics support services.

22

22

Attractive Opportunity

0

1

2

3

4

5

6

7

8

9

2004

2005

2006

2007

2008 Adj.

Adj. TTM

3/31/09

Stock Price

EBITDA per share

4.51

5.77

4.19

4.39

0.60

0.77

Stock price/EBITDA