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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): August 3, 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 August 3, 2023, Air Transport Services Group, Inc. issued a press release relating to its results for the second quarter ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02 is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*filed 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: August 3, 2023


EX-99.1 2 a2023q2earningsrelease.htm EX-99.1 Document


atsglogocolora10a01a37.jpg


ATSG Reports Second Quarter 2023 Results

–Projects Record 2023 Freighter Lease Deployments
With Lower Full Year Capital Expenditure Requirements
–Increases 2023 Adjusted EPS Guidance

WILMINGTON, OH, August 3, 2023 - Air Transport Services Group, Inc. (Nasdaq: ATSG), the leading provider of medium wide-body aircraft leasing, contracted air transportation, and related services, today reported consolidated financial results for the second quarter ended June 30, 2023. Those results, as compared with the same quarter in 2022 were as follows:

Second Quarter 2023 Results
•Revenues of $529 million, up 4%
•GAAP EPS (basic) from Continuing Operations of $0.54, down $0.19
•Adjusted EPS* from Continuing Operations of $0.57, versus $0.59 diluted
•Pretax Earnings of $50 million, down from $69 million.
•Adjusted Pretax* Earnings of $58 million, down from $67 million
•Adjusted EBITDA* of $157 million, comparable to prior year
•3.9 million shares repurchased since October 2022, including 950,000 shares in the second quarter

Rich Corrado, President and CEO of ATSG, said, “Our results in the second quarter reflect a rebound from the first quarter in our passenger airline operations, including both improved revenues and cost efficiencies, and the benefit of 13 more Boeing 767-300 freighters in service at June 30 this year versus a year ago. Adjusted EBITDA was in-line with the prior year period, despite continuing inflationary effects on our operations versus the second quarter of 2022. We remain confident in executing our plan to lease nineteen newly converted freighters in 2023, including nine leased to date. We continue to expect attractive returns on what we now project will be $785 million in 2023 capital spending, down $65 million compared with prior guidance.”

* Adjusted EPS (Earnings per Share), Adjusted Pretax Earnings, Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Adjusted Free Cash Flow are non-GAAP financial measures and are defined and reconciled to GAAP measures at the end of this release.


Segment Results
Cargo Aircraft Management (CAM)
•Aircraft leasing and related revenues from external customers in the second quarter were up 4% compared with the prior year quarter, driven by higher average lease rates as more 767-300s have been deployed, offset in part by fewer leased 767-200 aircraft.
•Pre-tax earnings decreased 22% to $31 million versus the prior year quarter. Earnings were impacted by the scheduled return of ten 767-200s since June 2022, including seven in the second quarter this year. Interest expense versus the prior year period increased $5 million, and depreciation was up $2 million, also impacting pre-tax earnings.
•CAM deployed one 767-300 leased freighter to an external customer during the quarter. Six more leased freighters have been deployed since June 30, 2023, including four more 767-300s, and two A321-200s.
•Twenty-three aircraft are currently in or awaiting conversion to freighters. That total includes seven A321 aircraft and sixteen 767-300s.


2

ACMI Services
•Pre-tax earnings were $24 million in the second quarter, up 10% versus the prior year quarter, driven by improved performance of passenger operations, including both military and commercial flying, and greater operating efficiencies.
•Revenue block hours for ATSG's cargo airlines were up 1% for the second quarter while operating a net three more 767 freighters compared with the prior-year period. Cargo block hours were affected by the loss of certain long-haul ACMI flying between the U.S. and Europe versus 2022.
•Hours flown by the four Boeing 757 combination freighter-passenger aircraft were up significantly due to the resumption of a Pacific route in late 2022.
•Passenger block hours, including combi flying, decreased 2%. The prior-year quarter included passenger hours flown for additional routes to Europe.

2023 Outlook
ATSG continues to expect Adjusted EBITDA for 2023 to be in a range of $610 million to $620 million, and now expects full year Adjusted EPS in a range of $1.65 to $1.80, ten cents higher than prior guidance, based on second-half leased freighter deployment projections and stronger ACMI Services performance.

"A solid July for both freighter leasing and passenger flying has positioned us to achieve our second-half 2023 goals, with sequential improvement each quarter," Corrado said.

ATSG has decreased its capital spending projection for 2023 by $65 million to $785 million, including $240 million in sustaining capex and $545 million for growth. The decrease in growth capex principally reflects two fewer A321 aircraft purchases this year for conversion in 2024. Lower sustaining capex reflects fewer than planned overhauls of engines for Boeing 767-200 freighters.

Corrado noted that the fundamental driver of midsize freighter leasing - rapid fulfillment of e-commerce purchases via air express networks - will persist over the long term.

“Global e-commerce growth projections remain strong, and our owned fleet and conversion pipeline stand ready to meet future demand, further supported by the need to replace aging, less fuel-efficient aircraft over the next decade," he said. "Our freighters, including Boeing 767s, Airbus A321s, and Airbus A330s, remain the most efficient and reliable solutions for these markets.”

Corrado finished by saying, “Capital investments in 2024 are now expected to be lower than 2023 levels. That gives us the option to pursue other capital allocation alternatives that may yield even better returns for shareholders.”

Non-GAAP Financial Measures
This release, including the attached non-GAAP reconciliation tables, contains financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States ("non-GAAP financial measures"). Management uses these non-GAAP financial measures to evaluate historical results and project future results. Management believes that these non-GAAP financial measures assist in highlighting operational trends, facilitating period-over-period comparisons, and providing additional clarity about events and trends affecting core operating performance. Disclosing these non-GAAP financial measures provides insight to investors about additional metrics that management uses to evaluate past performance and prospects for future performance. Non-GAAP measures should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP and may be calculated differently by other companies.

The historical non-GAAP financial measures included in this release are reconciled to the most directly comparable financial measure calculated and presented in accordance with GAAP in the non-GAAP Reconciliation tables included later in this release. The Company does not provide a reconciliation of projected Adjusted EBITDA or Adjusted EPS because it is unable to predict with reasonable accuracy the value of certain adjustments. Certain adjustments can be significantly impacted by the re-measurements of financial instruments including stock warrants issued to a customer. The Company’s earnings on a GAAP basis, including its earnings per share on a GAAP basis, and the non-GAAP adjustments for gains and losses resulting from the re-measurement of stock warrants, will depend on the future prices of ATSG stock, interest rates, and other assumptions which are highly uncertain.

Conference Call


3
ATSG will host an investor conference call on Friday, August 4, 2023, at 10 a.m. Eastern Time to review its financial results for the second quarter of 2023, and its outlook for remainder of the year. Live call participants must register via this link that is also available at ATSG’s website, www.atsginc.com under “Investors” and “Presentations.” Once registered, call participants will receive dial-in numbers and a unique Personal Identification Number (PIN) that must be entered to join the live call. Listen-only access to live and replay versions of the call, including slides, will be available via a webcast link at the same ATSG website location. Slides that accompany management’s discussion of its quarterly results also may be downloaded there shortly before the start of the call at 10 a.m.

About ATSG
ATSG is a leading provider of aircraft leasing and air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift 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. These factors include, but are not limited to: (i) unplanned changes in the market demand for our assets and services, including the loss of customers or a reduction in the level of services we perform for customers; (ii) our operating airlines' ability to maintain on-time service and control costs; (iii) the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration; (iv) fluctuations in ATSG's traded share price and in interest rates, which may result in mark-to-market charges on certain financial instruments; (v) the number, timing, and scheduled routes of our aircraft deployments to customers; (vi) our ability to remain in compliance with key agreements with customers, lenders and government agencies; (vii) the impact of current supply chain constraints both within and outside the United States, which may be more severe or persist longer than we currently expect; (viii) the impact of a competitive labor market, which could restrict our ability to fill key positions; and (ix) changes in general economic and/or industry-specific conditions, including inflation. Other factors that could cause ATSG’s actual results to differ materially from those indicated by such forward-looking statements 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 Turner, ATSG Inc. Chief Financial Officer CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
937-366-2303



4
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
(In thousands, except per share data)
Three Months Ended Six Months Ended
  June 30, June 30,
  2023 2022 2023 2022
REVENUES $ 529,339  $ 509,668  $ 1,030,434  $ 995,528 
OPERATING EXPENSES
Salaries, wages and benefits 170,458  162,797  347,173  324,559 
Depreciation and amortization 82,691  81,372  167,419  163,443 
Maintenance, materials and repairs 50,436  39,407  94,269  75,116 
Fuel 67,271  73,102  134,026  133,460 
Contracted ground and aviation services 19,682  20,153  37,470  38,484 
Travel 31,222  28,480  60,775  52,679 
Landing and ramp 4,744  4,085  8,868  8,663 
Rent 8,274  7,068  16,386  13,731 
Insurance 2,684  2,326  5,232  4,878 
Other operating expenses 22,136  20,361  41,652  40,204 
459,598  439,151  913,270  855,217 
OPERATING INCOME 69,741  70,517  117,164  140,311 
OTHER INCOME (EXPENSE)
Interest income 180  15  395  24 
Non-service component of retiree benefit credits (3,218) 5,388  (6,436) 10,776 
Net gain on financial instruments 1,818  6,011  78  8,707 
Loss from non-consolidated affiliates (2,107) (3,220) (2,513) (4,623)
Interest expense (16,672) (9,461) (32,377) (20,860)
(19,999) (1,267) (40,853) (5,976)
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 49,742  69,250  76,311  134,335 
INCOME TAX EXPENSE (11,720) (15,040) (18,148) (30,329)
EARNINGS FROM CONTINUING OPERATIONS 38,022  54,210  58,163  104,006 
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAX —  882  —  882 
NET EARNINGS $ 38,022  $ 55,092  $ 58,163  $ 104,888 
EARNINGS PER SHARE - CONTINUING OPERATIONS
Basic $ 0.54  $ 0.73  $ 0.82  $ 1.41 
Diluted $ 0.49  $ 0.61  $ 0.73  $ 1.18 
WEIGHTED AVERAGE SHARES - CONTINUING OPERATIONS
Basic 70,722  73,980  71,259  73,934 
Diluted 79,515  89,449  81,276  89,098 






5
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data)
  June 30, 2023 December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 43,150  $ 27,134 
Accounts receivable, net of allowance of $1,186 in 2023 and $939 in 2022 218,312  301,622 
Inventory 57,648  57,764 
Prepaid supplies and other 32,387  31,956 
TOTAL CURRENT ASSETS 351,497  418,476 
Property and equipment, net 2,678,980  2,402,408 
Customer incentive 69,109  79,650 
Goodwill and acquired intangibles 487,534  492,642 
Operating lease assets 60,808  74,070 
Other assets 104,637  122,647 
TOTAL ASSETS $ 3,752,565  $ 3,589,893 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 269,805  $ 192,992 
Accrued salaries, wages and benefits 51,509  56,498 
Accrued expenses 11,061  12,466 
Current portion of debt obligations 645  639 
Current portion of lease obligations 21,771  23,316 
Unearned revenue 38,654  21,546 
TOTAL CURRENT LIABILITIES 393,445  307,457 
Long term debt 1,514,737  1,464,285 
Stock obligations 1,762  695 
Post-retirement obligations 32,612  35,334 
Long term lease obligations 40,032  51,575 
Other liabilities 54,565  62,861 
Deferred income taxes 272,208  255,180 
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; 150,000,000 shares authorized; 70,761,243 and 72,327,758 shares issued and outstanding in 2023 and 2022, respectively 708  723 
Additional paid-in capital 951,463  986,303 
Retained earnings 587,045  528,882 
Accumulated other comprehensive loss (96,012) (103,402)
TOTAL STOCKHOLDERS’ EQUITY 1,443,204  1,412,506 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,752,565  $ 3,589,893 



6
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SUMMARY OF CASH FLOWS (UNAUDITED)
(In thousands)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
OPERATING CASH FLOWS $ 192,198  $ 124,541  $ 408,576  $ 250,209 
INVESTING ACTIVITIES:
Aircraft acquisitions and freighter conversions (138,556) (133,378) (303,164) (205,293)
Planned aircraft maintenance, engine overhauls and other non-aircraft additions to property and equipment (55,568) (52,580) (109,761) (88,917)
Proceeds from sales of property and equipment 585  78  10,445  154 
Acquisitions and investments in businesses —  (16,545) (800) (16,545)
TOTAL INVESTING CASH FLOWS (193,539) (202,425) (403,280) (310,601)
FINANCING ACTIVITIES:
Principal payments on debt (65,103) (205,210) (90,317) (295,310)
Proceeds from borrowings 35,000  410,000  140,000  450,000 
Payments for financing costs (27) —  (511) — 
Bond Repurchase —  (115,204) —  (115,204)
Purchase of common stock (14,956) —  (36,874) — 
Taxes paid for conversion of employee awards (25) (89) (1,578) (1,439)
TOTAL FINANCING CASH FLOWS (45,111) 89,497  10,720  38,047 
NET INCREASE (DECREASE) IN CASH $ (46,452) $ 11,613  $ 16,016  $ (22,345)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 89,602  $ 35,538  $ 27,134  $ 69,496 
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 43,150  $ 47,151  $ 43,150  $ 47,151 


7
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
PRETAX EARNINGS FROM CONTINUING OPERATIONS AND ADJUSTED PRETAX EARNINGS SUMMARY
NON-GAAP RECONCILIATION
(In thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Revenues
CAM
Aircraft leasing and related revenues $ 115,281  $ 114,703  $ 232,355  $ 226,638 
Lease incentive amortization (3,903) (5,029) (8,933) (10,059)
Total CAM 111,378  109,674  223,422  216,579 
ACMI Services 366,187  347,498  700,314  677,588 
Other Activities 110,789  107,879  221,377  210,414 
Total Revenues 588,354  565,051  1,145,113  1,104,581 
Eliminate internal revenues (59,015) (55,383) (114,679) (109,053)
Customer Revenues $ 529,339  $ 509,668  $ 1,030,434  $ 995,528 
Pretax Earnings (Loss) from Continuing Operations
CAM, inclusive of interest expense 31,020  39,617  65,220  74,612 
ACMI Services, interest expense 24,054  21,837  21,643  44,002 
Other Activities (1,299) 191  (645) 1,742 
Net, unallocated interest expense (526) (574) (1,036) (881)
Non-service components of retiree benefit credit (3,218) 5,388  (6,436) 10,776 
Net gain on financial instruments 1,818  6,011  78  8,707 
Loss from non-consolidated affiliates (2,107) (3,220) (2,513) (4,623)
Earnings from Continuing Operations before Income Taxes (GAAP)
$ 49,742  $ 69,250  $ 76,311  $ 134,335 
Adjustments to Pretax Earnings from Continuing Operations
Add customer incentive amortization 4,719  5,822  10,541  11,620 
Add loss from non-consolidated affiliates 2,107  3,220  2,513  4,623 
Less net gain on financial instruments (1,818) (6,011) (78) (8,707)
Less non-service components of retiree benefit credit 3,218  (5,388) 6,436  (10,776)
Add net charges for hangar foam incident (28) —  13  — 
Adjusted Pretax Earnings (non-GAAP)
$ 57,940  $ 66,893  $ 95,736  $ 131,095 
Adjusted Pretax Earnings excludes certain items included in GAAP-based pretax Earnings (Loss) from Continuing Operations before Income Taxes because these items are distinctly different in their predictability among periods or not closely related to our operations. Presenting this measure provides investors with a comparative metric of fundamental operations, while highlighting changes to certain items among periods. Adjusted Pretax Earnings should not be considered an alternative to Earnings from Continuing Operations Before Income Taxes or any other performance measure derived in accordance with GAAP.



8
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
ADJUSTED EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
NON-GAAP RECONCILIATION
(In thousands)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Earnings (Loss) from Continuing Operations Before Income Taxes $ 49,742  $ 69,250  $ 76,311  $ 134,335 
Interest Income (180) (15) (395) (24)
Interest Expense 16,672  9,461  32,377  20,860 
Depreciation and Amortization 82,691  81,372  167,419  163,443 
EBITDA from Continuing Operations (non-GAAP) $ 148,925  $ 160,068  $ 275,712  $ 318,614 
Add customer incentive amortization 4,719  5,822  10,541  11,620 
Add start-up loss from non-consolidated affiliates 2,107  3,220  2,513  4,623 
Less net gain on financial instruments (1,818) (6,011) (78) (8,707)
Add non-service components of retiree benefit credits 3,218  (5,388) 6,436  (10,776)
       Add net charges for hangar foam incident (28) —  13  — 
Adjusted EBITDA (non-GAAP) $ 157,123  $ 157,711  $ 295,137  $ 315,374 

Management uses Adjusted EBITDA to assess the performance of its operating results among periods. It is a metric that facilitates the comparison of financial results of underlying operations. Additionally, these non-GAAP adjustments are similar to the adjustments used by lenders in the Company’s senior secured credit facility to assess financial performance and determine the cost of borrowed funds. The adjustments also remove the non-service cost components of retiree benefit plans because they are not closely related to ongoing operating activities. To improve comparability between periods, the adjustments also exclude from EBITDA from Continuing Operations charges related to the discharge of a fire suppression system in the Company's aircraft hangar, net of related insurance recoveries. Management presents EBITDA from Continuing Operations, a commonly referenced metric, as a subtotal toward computing Adjusted EBITDA.
 
EBITDA from Continuing Operations is defined as Earnings (Loss) from Continuing Operations Before Income Taxes plus net interest expense, depreciation, and amortization expense. Adjusted EBITDA is defined as EBITDA from Continuing Operations less financial instrument revaluation gains or losses, non-service components of retiree benefit costs including pension plan settlements, amortization of warrant-based customer incentive costs recorded in revenue, costs from non-consolidated affiliates and charges related to the discharge of a fire suppression system, net of insurance recoveries.
 



9
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
ADJUSTED FREE CASH FLOW
NON-GAAP RECONCILIATION
(In thousands)


Three Months Ended Six Months Ended Trailing 12 Months Ended
June 30, June 30, June 30,
2023 2022 2023 2022 2023
OPERATING CASH FLOWS (GAAP)
$ 192,198  $ 124,541  $ 408,576  $ 250,209  $ 630,487 
Sustaining capital expenditures (55,568) (52,580) (109,761) (88,917) (207,680)
ADJUSTED FREE CASH FLOW (non-GAAP)
$ 136,630  $ 71,961  $ 298,815  $ 161,292  $ 422,807 
Sustaining capital expenditures includes cash outflows for planned aircraft maintenance, engine overhauls, information systems and other non-aircraft additions to property and equipment. It does not include expenditures for aircraft acquisitions and related passenger-to-freighter conversion costs.

Adjusted Free Cash Flow (non-GAAP) includes cash flow from operations net of expenditures for planned aircraft maintenance, engine overhauls and other non-aircraft additions to property and equipment. Management believes that adjusting GAAP operating cash flows is useful for investors to evaluate the company's ability to generate adjusted free cash flow for growth initiatives, debt service, cash returns for shareholders or other discretionary allocations of capital.




10
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE
NON-GAAP RECONCILIATION
(In thousands)
Management presents Adjusted Earnings and Adjusted Earnings Per Share, both non-GAAP measures, to provide additional information regarding earnings per share without the volatility otherwise caused by the items below among periods.
Three Months Ended Six Months Ended
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
$ $ Per Share $ $ Per Share $ $ Per Share $ $ Per Share
Earnings from Continuing Operations - basic (GAAP) $ 38,022  $ 54,210  $ 58,163  $ 104,006 
Gain from warrant revaluation, net tax1
—  (107) (148) (50)
Convertible notes interest charges, net of tax 2
780  762  1,556  1,522 
Earnings from Continuing Operations - diluted (GAAP) 38,802  $ 0.49  54,865  $ 0.61  59,571  $ 0.73  105,478  $ 1.18 
Adjustments, net of tax
Customer incentive amortization3
3,665  0.05  4,493  0.05  8,211  0.11  8,968  0.10 
Non-service component of retiree benefits4
2,499  0.03  (4,158) (0.05) 5,012  0.06  (8,316) (0.09)
Financial instrument revaluations5
(1,411) (0.02) (4,533) (0.05) 95  —  (6,671) (0.07)
Loss from affiliates6
1,636  0.02  2,485  0.03  1,953  0.02  3,568  0.04 
Hangar foam incident7
(22) —  —  —  10  —  —  — 
Adjusted Earnings and Adjusted Earnings Per Share (non-GAAP) $ 45,169  $ 0.57  $ 53,152  $ 0.59  $ 74,852  $ 0.92  $ 103,027  $ 1.16 
Shares Shares Shares Shares
Weighted Average Shares - diluted 79,515  89,449  81,276  89,098 
This presentation does not give effect to convertible note hedges the Company purchased having the same number of the Company's common shares, 8.1 million shares, and the same strike price of $31.90, that underlie the Convertible Notes. The convertible note hedges are expected to reduce the potential equity dilution with respect to the Company's common stock upon conversion of the Convertible Notes.
Adjusted Earnings and Adjusted Earnings Per Share should not be considered as alternatives to Earnings from Continuing Operations, Weighted Average Shares - diluted or Earnings Per Share from Continuing Operations or any other performance measure derived in accordance with GAAP. Adjusted Earnings and Adjusted Earnings Per Share should not be considered in isolation or as a substitute for analysis of the company's results as reported under GAAP.

1.Under U.S. GAAP, certain warrants are reflected as a liability and unrealized warrant gains are typically removed from diluted earnings per share (“EPS”) calculations, while unrealized warrant losses are not removed because they are dilutive to EPS. For all periods presented, additional shares assumes that Amazon net settled its remaining warrants during each period.
2.Application of accounting standard ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" requires convertible debt to be treated under the "if-convert method" for EPS.
3.Removes the amortization of the warrant-based customer incentives which are recorded against revenue over the term of the related aircraft leases and customer contracts.
4.Removes the non-service component of post-retirement costs and credits.
5.Removes gains and losses from period end financial instruments revaluations, including derivative interest rate instruments, customer warrant and sale option.
6.Removes losses for the Company's non-consolidated affiliates.
7.Removes charges and gains related to the discharge of a fire suppression system in the Company's aircraft hangar, net of related insurance recoveries.


11
AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES
AIRCRAFT FLEET

Aircraft Types
June 30, 2022 December 31, 2022 June 30, 2023 December 31, 2023 Projected
Freighter Passenger Freighter Passenger Freighter Passenger Freighter Passenger
B767-200 33 3 32 3 24 3 21 3
B767-300 70 8 78 8 83 8 93 8
B777-200 3 3 3 3
B757 Combi 4 4 4 4
A321-200 5
Total Aircraft in Service 103 18 110 18 107 18 119 18
In or awaiting cargo conversion
B767-300 14 15 20 12
A321 5 7 9 4
A330 3
B767 staging for lease 1 2 2
Total Aircraft 123 18 132 18 138 18 140 18
Aircraft in Service Deployments
June 30 December 31, June 30 December 31,
2022 2022 2023 2023 Projected
Dry leased without CMI 37 39 38 49
Dry leased with CMI 52 52 48 47
Customer provided for CMI 7 13 15 16
ACMI/Charter1
25 24 24 25

1.ACMI/Charter includes four Boeing 767 passenger aircraft leased from external companies.