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): May 13, 2010

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.

Beginning on May 13, 2010, and extending into the following week, Joseph C. Hete, the President and Chief Executive Officer, and Quint O. Turner, the Chief Financial Officer, of Air Transport Services Group, Inc. (“ATSG”) will be holding a series of meetings with investors and analysts for the purpose of giving an overview of ATSG, its historical financial performance and marketing strategy. A copy of the presentation that will be shown during the 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 May 2010.

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: May 13, 2010

EX-99.1

0

Investor Meetings

May 2010

Exhibit 99.1

1

Safe Harbor, Non-GAAP Reconciliations

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,

changes

in

market

demand

for

our

assets

and

services,

the

timely

completion

of

767

freighter

modifications

as

anticipated

under

ABX

Air’s

new

operating

agreement

with

DHL,

ABX

Air’s

ability

to

maintain

on-

time

service

and

control

costs

under

its

new

operating

agreement

with

DHL,

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

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.

ATSG, Inc. Non-GAAP Reconciliation

EBITDA, Adjusted EBITDA and Net Debt are

non-GAAP financial measures and should not

be considered alternatives 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.

Net Debt is defined as Long-term debt

obligations plus Current portion of debt

obligations minus Cash and cash equivalents.

The Company’s management uses these

adjusted financial measures in conjunction

with GAAP finance measures to monitor and

evaluate its performance, including as a

measure of liquidity.  EBITDA, Adjusted

EBITDA and Net Debt should not be

considered in isolation or as a substitute for

analysis of the Company’s results as reported

under GAAP, or as alternative measures of

liquidity.

2007

 2008

2009

1Q2009

1Q2010

25,721

(56,619)

45,358

13,193

10,784

Impairment of goodwill & intangibles

0

91,241

0

0

0

      25,721

      34,622

      45,358

      13,193

      10,784

Interest Income

      (4,557)

      (2,335)

         (449)

         (178)

           (73)

Interest Expense

      14,067

      37,002

      26,881

        7,646

        5,189

Depreciation and amortization

      51,635

      93,752

      83,964

      21,473

      20,800

86,866

163,041

155,754

42,134

36,700

2007

 2008

2009

1Q2009

1Q2010

Long term obligations

    567,987

    450,628

    325,690

    392,351

    307,865

Current portion of debt obligations

      22,815

      61,858

      51,737

      62,319

      60,438

Cash and cash equivalents

    (59,271)

  (116,114)

    (83,229)

  (124,000)

  (108,685)

Net Debt

531,531

396,372

294,198

330,670

259,618

Reconciliation Statement ($ in 000s)

GAAP Pre-tax Earnings (Loss)

Reconciliation Statement ($ in 000s)

Adjusted EBITDA from Cont. Oper.

from Continuing Operations

Adjusted Pre-Tax Earnings                     

from Continuing Operations

Earnings from Continuing Operations Before Interest, Taxes, Depreciation & Amortization (Adjusted EBITDA)

Net Debt

2

Investment Highlights

Differentiated Business Model

World’s largest fleet of owned and operated converted Boeing 767 freighters

Most efficient medium range, widebody cargo aircraft

Accretive 767 conversion plan will continue to fuel growth

Provide full spectrum of air transport services throughout the world

Dry leasing, ACMI (wet leasing), maintenance, technical, fuel management, logistic support services

No fuel exposure

New long-term A+CMI contract with DHL

Diversified base of other established customers, including Bax Schenker, U.S. Military, USPS, TNT and Qantas

Favorable Industry Dynamics

Demand for 767s remained strong despite recession

Customers more sensitive to price are seeking full-service, low cost producers

Limited capacity in medium-range wide-body air cargo transportation

Competitive aircraft significantly less efficient (crew, fuel and maintenance) than 767

Strong Financial Characteristics and Performance

Secure balance sheet with low levels of leverage and no off-balance sheet liabilities or large capital commitments

Strong cash flow generation

Large NOL protects Company’s cash generation

Disciplined capital allocation with established ROIC hurdles

3

ATSG Business Model

Dry Leasing Business

The

majority

of

ATSG’s

aircraft

are

leased

out

of

its

Cargo

Aircraft

Management

(“CAM”)

subsidiary

ATSG subsidiaries must pay CAM market rates and compete with third party companies for access to asset

Dry leases typically have minimum term of 5-7 years and require the assumption of operating risk

Lessee must operate, insure, fuel and maintain leased aircraft

The

dry

leasing

business

is

the

foundation

of

ATSG’s

economic

model

--

all

other

aircraft-related

services

have

to

generate acceptable incremental returns

Aircraft Crew Maintenance and Insurance (“ACMI”) Business

Three of ATSG’s subsidiaries provide ACMI services for cargo transport companies

In addition to the aircraft itself, crew, maintenance and insurance are provided to the customer

No fuel risk is assumed

Assuming market rates for aircraft, ACMI business is priced to generate incremental operating returns

Flexibility

to

offer

CMI

services

with

aircraft

provided

by

customer

–

incremental

return

without

capital

investment

Value-added Complementary Services

ATSG provides a host of services to complement its ACMI and leasing services

Standalone Maintenance, Repair, and Overhaul (“MRO”) subsidiary provides full service maintenance operations to

ATSG subsidiaries and third party customers

The Company also leverages its expertise, market knowledge and relationships to provide other services such as:

Freight sorting; facilities management; aircraft charter and truck brokerage, equipment sales and leasing

4

Summary of Business Units

Provides aircraft charter and trucking services brokerage, import / export services, and fuel sales

and management

Customers include: DHL, BAX Schenker, UPS, Emirates

Provides equipment leasing (of owned equipment) and facility management services

Customers include: Allegiant Air, Branson Airport, Tampa International Jet Center

Capabilities include heavy maintenance, component repair and overhaul, engineering and

manufacturing, and line maintenance

Provides third-party maintenance and technical services to major airlines, private operators

Provides ACMI services

Operates 727Fs, 757Fs

Customers

include

BAX

Schenker

and

DHL

Provides ACMI Services

Operates  B767s, DC8Fs, DC-8 Combis

Customers include BAX Schenker, U.S. Military and Quantas

Provides ACMI services

Operates B767 freighters

Customers include DHL, USPS and TNT

Dry leases 757, 767, 727 and DC-8 aircraft to ATSG subsidiaries and external customers

Future acquired aircraft will be owned by CAM

Offers conversion management, access to engine maintenance and component services

External customers include DHL, CargoJet, Amerijet, First Air

Description

Business

5

New A+CMI Agreement with DHL

New “A+CMI”

Agreement Terms

DHL leasing thirteen 767 aircraft from CAM under 7 year term

ABX to operate aircraft for DHL under separate 5 year CMI agreement, with 2 year extension right to DHL, 5 year

mutual

Economics based upon pre-defined fee with performance incentive bonuses, scaled for number of aircraft

operated by ABX

CMI agreement subject to break-up fee that amortizes down from $70mm should DHL elect to prematurely

terminate the agreement

Under the CMI Agreement, ABX will be able to contract with its MRO, Airborne Maintenance and Engineering

Services (“AMES”) for airframe heavy maintenance

The remaining $31mm in the DHL Note will be amortized down over the course of the CMI with no cash

requirement from ATSG

DHL to provide fuel at its own expense

Other Items Resolved

$31.4mm of Severance and Retention payments for ABX pilots was contributed directly to pilot pension

DHL agreed to pay ABX $31mm in settlement of open DC-9 and Boeing 767 aircraft put values

ABX agreed to pay down $15mm of the DHL Note, reducing the outstanding balance to $31mm

DHL agreed to pay $11.2mm for reimbursement of accrued vacation paid out to employees adversely impacted by

DHL’s restructuring in the U.S.

6

Market Overview

Airlines

47%

Forwarders

18%

Express

35%

Global Air Freight Market: $87 Billion

-15%

-10%

-5%

0%

5%

10%

15%

30-Year Global Growth Trends

Middle East

6%

Lat. Amer.

3%

Africa

3%

Europe

21%

North America

30%

Other

2%

Asia

35%

Market Share By Region

0%

2%

4%

6%

8%

10%

Japan-N.Amer.

Europe-N. Amer.

JapanEurope

Europe-Other Asia

India-N. Amer

Africa-Europe

Other Asia-N. Amer.

S. Amer.-Europe

Europe-India

China-Europe

Other Asia-China

China-North America

Growth Trends By Region, 2009-2018

Avg.

+5.8%

Source: ACMG, Boeing

ATSG markets

7

Global Freighter Fleets Today

5     B747-100s

77   B747-200s

3     B747-300s

205 B747-400s

38   DC-10-30s

2     DC-10-40s

159 MD-11s

16   777s

65   A310-200/300s

47

A300B4s

48

150 A300-600s

55   B767-200s

(37)

59   B767-300s

59

DC-10-10s

1     L1011

12   B707-320s

146

B757-200s

(2)

28

DC-8-50/60

(1*)

29

DC-8-70s

(15*)

* includes 4 combis

24   BAe

146 QTs

33   B737-200s

94   B737-300/400s

32   B727-100s

210

B727-200s

(13)

13   DC-9s

Large

Wide-body

505 Units

Medium

Wide-body

436 Units

Medium

Narrow-body

213 Units

Small

406 Units

Source: ACMG

Aircraft

Fuel

(gal./ block hr)*

Crew

Payload (lbs.)/

Capacity (cu. ft.)

Range

(NM)

767-200SF

1,380

2

100,000 / 11,138

2,800

A300-B4

1,900

3

99,200 / 11,445

1,680

DC-8 63

1,760

3

96,800 / 10,060

2,150

DC-8 73

1,600

3

111,800 / 10,060

2,470

Medium Freighter Comparisons

ATSG fleet

Prime 767 Replacement

Candidates

8

Freighter Market Outlook

Conversions Will Provide 74%

of Global Freighter Fleet Adds

Freighter Growth

2008

2027

1,940

3,250

+2,760

2,050

-1,450

710

Source: Boeing World Air Cargo Forecast

Global Freighter Fleet

Freighter Retirements

New Freighters

Passenger/Freighter Conversions

680

500

760

1,070

920

1,260

2008:

1,940

Freighters

2028:

3,250

Freighters

Standard-body <45t

Medium wide-body

Large >80t

9

Deploying Our 767SFs

11-14

11-18

April 2011

Jan. 2012

DHL-CAM

Dry

Leased

SFs

Other

Customers-CAM

Dry

Leased

SFs

11-14

11

Jan. 2011

4

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

7

11

April 2010

DHL-

Interim

Leased

SFs

ACMI

Services

–

ACMI/Charter

SFs

13

13

4

5-8

5-8

5-12

26

30

32

36

10

Emerging Go-to-Market Strategy

Drive higher return on capital by optimally

positioning opportunities and bundling

additional services

CAM a neutral, non-airline, lead sales

organization that can drive a bundled

marketing strategy

Develop packaged programs cross-selling

entities

Amerijet International program symbolizes

this approach

Market Approach

Market Opportunities

767 ideal replacement for

less efficient aircraft

A300-B4s (47)

DC-10-10s (59)

DC-8s (57)

Growth markets

Intra-Asia: 9.3%

Domestic China: 7.5%

Europe-Asia: 5.9%

Europe-Africa: 5.7%

11

ATSG Portfolio Marketing

Individual companies continue to market and sell their own services

CAM

will bundle

and sell the

services of the individual

companies

into

short-

and

long-

term

solutions for new and

existing customers

•

ACMI / Wet Leasing

•

Cargo Handling

•

Charter Services

•

ACMI / Wet Leasing

•

Combi-freighters

•

Charter Services

•

ACMI / Wet Leasing

•

Charter Services

•

Aviation Solutions

•

Bundled Programs

•

Aircraft Leasing

•

Conversion Services

•

Heavy Maintenance

•

Line Maintenance

•

Component Overhaul & Sales

•

Engineering Services

12

Flexible

Global

Solutions

Market Differentiation

767-200 with

GE CF6-80A

engines

Low fuel cost

Low

maintenance

cost

Flexible

configuration

Power By Hour

engine services

The Global Leader of Medium Wide Body Operating and Leasing Solutions

Efficient Medium

Wide-Body

Aircraft

•

ACMI/ wet

leasing

•

CMI

•

Dry leasing

•

AMC charter

•

Full service

charter

•

Flight

operations

•

Heavy

maintenance

•

Line

maintenance

•

Maintenance

programs

•

Engineering

•

Technical

support

•

Manual services

•

Parts,

components

sales & service

•

Aircraft

conversion

services

•

Global

aircraft

deployment

•

Logistics

support

•

DHL

•

BAX

Schenker

•

TNT

•

UPS

•

Qantas

•

Amerijet

•

Air

Mobility

Command

•

CargoJet

Bundled

Maintenance

Solutions

Program

Management

Meeting Diverse

Customer Needs

13

Summary Financials

EBITDA* (from continuing operations)

Pre-tax Earnings (from continuing operations)

Net Debt*

Stockholders’

Equity

$200.0

$80.4

$246.0

2007

2008

2009

$86.9

$163.0

$155.8

2007

2008

2009

$42.1

$36.7

1Q 09

1Q 10

Year

First Quarter

Year

First Quarter

Year

First Quarter

Year

First Quarter

$330.7

$259.6

3/31/09

3/31/10

$126.8

$266.5

3/31/09

3/31/10

$25.7

-$56.6

$45.4

2007

2008

2009

$34.6**

Adjusted*

EBITDA is defined as income (loss) from operations plus net interest expense provision for income taxes, depreciation and amortization. Net Debt is defined as Long-Term Obligations plus Current

Portion of Debt Obligations minus Cash and Cash Equivalents. EBITDA, Adjusted EBITDA and Net Debt are non-GAAP financial measures and should not be considered alternatives to net income

(loss) or any other performance measure derived in accordance with GAAP. See Reconciliation Tables, slide #2

$13.2

$10.8

1Q 09

1Q 10

$443.0

$324.1

$281.3

2007

2008

2009

14

Leverage Substantially Reduced

-$46.3

Transfer of Aircraft

Transfer of Aircraft

Capital Leases to DHL

Capital Leases to DHL

-$43.1

Principal

Principal

payments

payments

$377.4

$512.5

-$45.7

DHL Promissory

DHL Promissory

Note Extinguishment

Note Extinguishment

YE 2008

YE 2009

Total Debt Reduced 26%

Credit Facility Covenant Compliance

Required *

2008

2009

1Q2010 **

First Lien Debt / EBITDA

< 2.75

2.58

2.17

2.24

Total Debt / EBITDA

< 3.25

3.10

2.44

2.53

Fixed Charge Coverage Ratio

> 1.50

2.55

1.99

1.93

Capital Expenditures

> 1.05

1.58

1.65

1.42

Employer

Employer

contributions

contributions

$152.7

$297.3

Actuarial costs &

Actuarial costs &

adjustments

adjustments

$83.2

$75.8

$71.7

Workforce

Workforce

contraction

contraction

& plan freeze

& plan freeze

$57.3

$ in millions

Gains on

Gains on

assets

assets

YE 2008

YE 2009

Post-Retirement Liabilities Reduced 49%

$ in millions

$22

$31

$32

$142

$90

$70

$82

$18

Maintenance

Growth

2007

2008

2009

2010E

$160

$112

$101

$114

$ in millions

*  Requirements at year-end 2008 were 3.00 / 3.50 / 1.50 / 1.25

** Based upon twelve months trailing EBITDA

Minimal Future Capex Commitments

Capital Spending Trends

15

Value Proposition

Strong cash returns from modified freighters

767 leases bring attractive cash returns

ACMI/CMI flexibility offers options, wide-body migration path

10

more

767

freighters

to

be

modified

through

2011

—

50%

market-value

gain

on

$12M

per

plane

invested

Long-term agreements with key customers

Lease/CMI approach an option for new customer relationships

Unlocks value of aircraft from ACMI

Opportunity to capture margin gains from fixed-price contracts

Integrated, value-added services

Increases return on invested capital

Comprehensive mix allows for turnkey customer solutions

Solid balance sheet and liquidity, growth capital capacity

No off-balance sheet obligations

Minimal future capital commitments

Expanding opportunities around the globe

Expanding presence in fastest-growing air cargo regions

Uniquely positioned to capture significant share of replacement market as less-efficient mid-sized freighters

are retired

16

Appendix

17

Balance Sheet Review

March 31,

Dec. 31,

Dec. 31,

2010

2009

2008

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

108,685

$                                     

83,229

$                                           

116,114

$                                         

Marketable securities - available-for-sale

-

26

Accounts receivable, net of allowances

19,506

25,036

24,495

Due from DHL

23,311

62,672

63,362

Inventory

5,142

5,226

11,259

Prepaid supplies and other

6,790

7,093

11,151

Deferred income taxes

31,597

31,597

20,172

Aircraft and engines held for sale

30,237

30,634

2,353

TOTAL CURRENT ASSETS

225,268

245,487

248,932

Property and equipment, net

639,240

636,089

671,552

Other assets

28,759

21,307

25,281

Deferred income taxes

-

-

54,807

Intangibles

9,900

10,113

11,000

Goodwill

89,777

89,777

89,777

TOTAL ASSETS

992,944

$                                         

1,002,773

$                                      

1,101,349

$                                      

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

38,614

$                                           

38,174

$                                           

36,618

$                                           

Accrued salaries, wages and benefits

29,803

44,077

63,500

Accrued severance and retention

11,030

18,959

67,846

Accrued expenses

15,897

16,429

13,772

Current portion of debt obligations

60,438

51,737

61,858

Unearned revenue

10,288

15,340

14,813

TOTAL CURRENT LIABILITIES

166,070

184,716

258,407

Long-term obligations

307,865

325,690

450,628

Post-retirement liabilities

129,084

152,297

294,881

Other liabilities

61,029

44,044

17,041

Deferred income taxes

62,024

50,044

-

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;

63,416,564 and 63,247,312 shares issued and outstanding

in 2009 and 2008, respectively

634

634

632

Additional paid-in capital

502,897

502,822

460,155

Accumulated deficit

(203,886)

(211,085)

(245,534)

Accumulated other comprehensive loss

(32,773)

(46,389)

(134,861)

TOTAL STOCKHOLDERS' EQUITY

266,872

245,982

80,392

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

992,944

$                                         

1,002,773

$                                      

1,101,349

$