ABX AIR, DHL AMEND ACMI AND HUB SERVICES AGREEMENTS@fontSize>
WILMINGTON, Ohio – Nov. 10, 2008 – Air Transport Services Group, Inc., (NASDAQ: ATSG) today reported that itswholly-owned subsidiary ABX Air had signed amendments to its principal commercial agreements with DHL Expressto set fixed-dollar mark-up payments for the fourth quarter of 2008 and first quarter of 2009.
ATSG President and CEO Joe Hete also expressed disappointment regarding an announcement earlier today by DHL’sparent company, Deutsche Post World Net, about the reduction in U.S. operations of its DHL Express business, andnoted that ATSG’s assessment of impact of those changes will cause a delay in filing its third-quarter 2008 financialresults and Form 10-Q with the Securities and Exchange Commission.
Amendments to Commercial Agreements
The amendments modify ABX Air’s current ACMI and Hub Services agreements with DHL to set mark-ups at levelscomparable to those ABX Air earned in the same prior-year quarters. Additionally, DHL agreed not to contest ABX Air’sclaim for reimbursement of $2.2 million in legal and other costs for arbitration of certain overhead allocation issues. DHLwill continue to reimburse ABX Air for all eligible costs it incurs on DHL’s behalf. The agreements call for the parties toagree on mark-up payments for subsequent quarters prior to the start of each quarter.
Under the prior agreements, ABX Air earned mark-up revenues based on a percentage of eligible DHL-relatedexpenses each quarter (excluding fuel and related costs not eligible for mark-up) as well revenues from reimbursementof all eligible DHL-related costs. In addition, ABX Air could earn, as percentages of eligible costs, incremental mark-uppayments for achieving quarterly and annual cost goals, and annual service goals. Under the amended agreements,base and incremental mark-up amounts are determined prior to each quarter, and not calculated from expense levelsfor that quarter.
"The specific mark-ups will protect our margins from the decline in package volumes DHL has experienced since itannounced its plan to restructure its U.S. business last May," Hete said. "They also will enable us to provide DHL withcontinued excellent service as it realigns its business and seeks to rapidly lower its costs, and at the same time allow usto generate a reasonable return for our shareholders."
As a result, in the fourth quarter of 2008 DHL will pay ABX Air $7.0 million in mark-ups under the modified ACMIagreement, and $4.5 million in mark-ups under the modified Hub Services agreement. Total mark-up payments to ABXAir will be $11.4 million for the fourth quarter, or six percent more than the $10.8 million in mark-ups that ABX Air earnedin the fourth quarter of 2007.
For the first quarter of 2009, DHL will pay ABX Air $5.6 million, or $3.6 million in mark-ups under the modified ACMIagreement, and $2.0 million in mark-ups under the modified Hub Services agreement. First-quarter 2009 markup willinclude amounts for service and cost incentives that in prior years were recorded in the fourth quarter.
DHL also agreed to pay ABX Air incremental Hub Services mark-up for the second and third quarters of 2008. Theamounts will be reflected in ATSG’s financial results for the third quarter of 2008, when reported.
Under a separate settlement agreement, DHL agreed not to contest the reimbursement of $2.2 million to ABX Air forlegal and other expenses from the arbitration of certain overhead cost allocation issues. ABX Air has agreed to beresponsible for all additional costs it may incur related to the arbitration. The agreement also fixes ABX Air’s portion ofoverhead expenses not subject to DHL reimbursement at $800,000 per quarter through the first quarter of 2009.
DHL Restructuring Announcement
In commenting on today’s DHL restructuring announcement, Hete said that "DHL’s decision to discontinue offeringpackage delivery services between U.S. domestic points, to concentrate solely on international shipments, likely meansthat ABX Air’s role as the principal provider of airlift and sorting services to DHL in the United States will continuethrough January 2009, and in a more limited capacity through at least mid-2009."
Hete added that DHL has not made any commitment to ABX Air about the number of ABX Air aircraft and employees itwill require to operate its U.S. network after January 2009, nor about its intention to maintain operations at its nationalhub at the Wilmington Air Park.
Hete said that both employees and shareholders of ATSG will benefit from the commercial agreement amendmentsannounced today, as well as from a prior severance and retention arrangement. He also noted DHL’s disclosure todaythat it has increased from $2 billion to $3.9 billion its estimate of costs to complete the restructuring of its U.S.operations, and he pledged to seek full compensation from those funds for ABX Air’s related costs and liabilities.
"As DHL’s largest U.S. business partner, we will be working with them to assure that all claims to those resources byABX Air and the communities in which we operate are fully addressed," Hete said.
Delay in Filing Financial Results
ATSG also announced that it is delaying the filing of its Form 10-Q for its fiscal third quarter ended September 30, 2008.The company said it will state today in a Form 12b-25 filing with the Securities and Exchange Commission that itrequires additional time to assess the impact on its business of changes that DHL announced today in its U.S. packagedelivery network. ABX Air is DHL’s principal U.S. business partner, providing air transport and sorting and logisticsservices to DHL that generate approximately 75% of ATSG’s annual revenues.
About ATSGATSG is a leading provider of air cargo transportation and related services to domestic and foreign air carriers and othercompanies that outsource their air cargo lift requirements. Through five principal subsidiaries, including three airlineswith separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG also provides aircraft leasing, aircraftmaintenance services, airport ground services, fuel management, specialized transportation management, and aircharter brokerage services. ATSG’s subsidiaries include ABX Air, Inc., Air Transport International, LLC, Capital CargoInternational Airlines, Inc., Cargo Aircraft Management, Inc., and LGSTX Services, Inc.
Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties.Air Transport Services Group, Inc.'s actual results may differ materially from the results discussed in the forward-looking statements. There are a number ofimportant factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factorsinclude, but are not limited to, further reductions in the scope of services ABX Air performs under its ACMI and Hub Services agreements with DHL and the rateat which those reductions are made, the extent to which DHL reimburses ABX Air for termination costs arising from the termination of services under the ACMIand Hub Services agreements with DHL, ATSG’s success in identifying new customers to replace revenues from services terminated by DHL, the continuingavailability of sufficient sources of liquidity and other factors that are contained from time to time in Air Transport Services Group's filings with the U.S. Securitiesand Exchange Commission, including the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review thisrelease and should not place undue reliance on the Company's forward-looking statements. These forward-looking statements were based on information,plans and estimates as of the date of this release. Air Transport Services Group undertakes no obligation to update any forward-looking statements to reflectchanges in underlying assumptions or factors, new information, future events or other changes.
For more information, contact:
Quint Turner
Chief Financial Officer
Air Transport Services Group, Inc.
937-382-5591