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): November 4, 2004

Kitty Hawk, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-25202 (Commission File Number)	75-2564006 (I.R.S. Employer Identification No.)
1515 West 20th Street P.O. Box 612787 DFW International Airport, Texas (Address of principal executive offices)		75261 (Zip Code)

Registrant’s telephone number, including area code: (972) 456-2200

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 2.02 Results of Operations and Financial Condition.

     On November 4, 2004, Kitty Hawk, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2004. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

     Pursuant to General Instruction B.2 of Form 8-K, the information in this Form 8-K and the exhibits attached hereto shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, and are not incorporated by reference into any filing of the Company, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated November 4, 2004

SIGNATURES

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

KITTY HAWK, INC.
By:	/s/ STEVEN E. MARKHOFF
Name:	Steven E. Markhoff
Title:	Vice President Strategic Planning, General Counsel and Corporate Secretary

Date: November 4, 2004

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release Dated November 4, 2004

EX-99.1

Exhibit 99.1

For immediate release
MEDIA CONTACT:
Kim Wiemuth
Corporate Communications
Kitty Hawk, Inc.
888-431-3137
kwiemuth@kha.com

KITTY HAWK ANNOUNCES
THIRD QUARTER RESULTS

DALLAS, November 4, 2004 /PRNewswire-FirstCall/ — Kitty Hawk, Inc. (AMEX: KHK) today reported third quarter 2004 net income of $2.3 million, or $0.04 per diluted share, compared to a net income of $5.8 million, or $0.11 per diluted share, in the third quarter of 2003 which included a $2.9 million arbitration award. In addition, Kitty Hawk reported net income for the nine months ended September 30, 2004 of $1.1 million, or $0.02 per diluted share compared with a net income of $0.4 million, or $0.01 per diluted share for the same period in 2003.

Third quarter 2004 results were negatively affected by $0.2 million in initial costs of the Company’s planned induction of seven newer generation, fuel efficient Boeing 737-300 cargo aircraft while third quarter 2003 results were positively affected by an arbitration award of $2.9 million related to non-payment for services rendered in 2001. Further, the Company had income before income taxes for the nine months ended September 30, 2004 and the Company recorded for financial reporting purposes a Federal income tax provision of $0.6 million in the third quarter of 2004.

In addition to the charges affecting this year’s third quarter, results for the nine months ended September 30, 2004 also reflect items previously reported in the first and second quarters of 2004 including $1.7 million in charges incurred for incremental lease return provisions to meet the lease return conditions on four Boeing 727-200 cargo aircraft returned to their lessor, $0.4 million in 737-300 cargo aircraft introduction-related charges, and a $0.5 million credit relating to the recovery of excess airframe maintenance reserves on one Boeing 727-200 cargo aircraft that completed a heavy maintenance check event.

Scheduled freight revenue for this year’s third quarter was $40.6 million, an increase of $7.1 million or 21.3% from the same period last year. Scheduled freight revenue for the nine months ended September 30, 2004 was $111.0 million, an increase of $19.6 million or 21.4% from the first nine months of 2003.

Third quarter 2004 system chargeable weight (accounting for associated oversize and special handling requirements) increased 16.8% and average yield (revenue per unit of chargeable weight) increased 3.8% over the third quarter of 2003. The increase in average yield is due to an increase in fuel and security surcharges implemented to help defray the rising costs of these items. The increase in average yield resulting from these surcharges was partially offset by competitive pressures in selected markets and a higher proportion of chargeable weights from lower yielding new “developmental” markets and strategic alliances.

The Company now expects to take delivery of the first of its Boeing 737-300 cargo aircraft in the first quarter of 2005 and expects the remaining six aircraft to be delivered throughout the remainder of 2005. The Company expects to incur additional Boeing 737-300 cargo aircraft introduction-related charges,

investments in inventory and lease deposits during the balance of 2004 and 2005 in excess of $3.6 million.

“There has been considerable focus by all of the members of the Kitty Hawk team on a variety of major issues, including the impact of unprecedented higher aviation fuel prices, a changing industry landscape and reinvestment in assets,” said Robert W. Zoller, Kitty Hawk’s president and chief executive officer. “Despite the high cost of fuel, constrained capacity and operating margin pressures, the Kitty Hawk team has continued to identify new business opportunities and improve the utilization of its assets. The decision to introduce next-generation, fuel-efficient Boeing 737-300 cargo aircraft in 2005 appears to be a timely and good one.”

As a recognized leader in air cargo customer service, Kitty Hawk is the premier provider of guaranteed, mission-critical, scheduled overnight air freight transportation to major business centers throughout North America and Alaska, Hawaii, Toronto, Canada, San Juan, Puerto Rico and now, four cities in Mexico. With more than 30 years experience in the aviation and airfreight industries, Kitty Hawk plays a key connecting role in the global supply chain. Kitty Hawk serves the logistics needs of more than 1,500 freight forwarders, integrated carriers, logistics companies and major airlines with its fleet of Boeing 727 cargo aircraft, its ground truck-network, as well as its 239,000 square-foot cargo warehouse, US Customs clearance and sort facility at its Fort Wayne, Indiana hub. Kitty Hawk is the North American launch customer for the fuel-efficient and environmentally friendly Boeing 737-300 cargo aircraft that will be inducted in early 2005. Kitty Hawk’s extensive air-ground cargo network and award winning, guaranteed overnight express service is ideal for heavy-weight shipments, special goods with unique dimensions, perishables, animals and other valuable shipments.

This report may contain forward-looking statements that are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or future financial performance and involve known and unknown risks and uncertainties that may cause actual results or performance to be materially different from those indicated by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “forecast,” “may,” “will,” “could,” “should,” “expect,” “plan,” “believe,” “potential” or other similar words indicating future events or contingencies. Some of the things that could cause actual results to differ from expectations are: economic conditions; the continued impact of terrorist attacks, global instability and potential U.S. military involvement; the Company’s significant lease obligations and indebtedness; the competitive environment and other trends in the Company’s industry; changes in laws and regulations; changes in the Company’s operating costs including fuel; changes in the Company’s business plans; interest rates and the availability of financing; liability and other claims asserted against the Company; labor disputes; the Company’s ability to attract and retain qualified personnel; inflation; and costs, delays and problems integrating the Boeing 737-300SF cargo aircraft into our fleet. For a discussion of these and other risk factors, see Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. These risk factors may not be exhaustive. The Company operates in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on the Company’s business or events described in any forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements after the date of this report to conform them to actual results.

Kitty Hawk, Inc.
Consolidated Statement of Operations

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Revenue:
Scheduled freight	$	40,603		$	33,484		$	110,991		$	91,422
ACMI		1,197			—			1,837			3,375
Miscellaneous		702			141			1,291			1,082
Total revenue		42,502			33,625			114,119			95,879
Cost of revenue:
Flight expense		6,955			6,783			21,525			19,451
Transportation expense		4,254			2,304			10,504			13,038
Fuel expense		12,102			7,539			32,181			22,713
Maintenance expense		2,446			2,793			8,623			8,878
Freight handling expense		7,234			6,232			20,584			18,030
Depreciation and amortization		790			1,011			2,290			2,804
Operating overhead expense		2,924			2,166			8,421			6,810
Total cost of revenue		36,705			28,828			104,128			91,724
Gross profit		5,797			4,797			9,991			4,155
General and administrative expense		2,954			2,119			8,330			7,159
Operating income (loss)		2,843			2,678			1,661			(3,004	)
Other (income) expense:
Interest expense		72			106			240			325
Other, net		(196	)		(3,218	)		(343	)		(3,738	)
Income before income taxes		2,967			5,790			1,764			409
Income taxes		644			—			644			—
Net income	$	2,323		$	5,790		$	1,120		$	409
Basic net income per share	$	0.05		$	0.12		$	0.02		$	0.01
Weighted average common shares outstanding		50,791,723			50,025,109			50,688,309			50,008,350
Diluted net income per share	$	0.04		$	0.11		$	0.02		$	0.01
Weighted average diluted common shares outstanding		54,405,449			50,760,162			54,206,167			50,199,959