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):
April 4, 2007 (March 28, 2007)
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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001-13025
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31-1458309
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7250 Star Check Drive, Columbus, Ohio 43217
(Address of principal executive offices) (Zip Code)
(614) 409-4900
(Registrants telephone number, including area code)
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:
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))
Item 2.02. Results of Operations and Financial Condition.
and
Item 7.01. Regulation FD Disclosure.
On March 30, 2007, AirNet Systems, Inc. (AirNet) issued a news release reporting
results for the three months and the twelve months ended December 31, 2006. The March 30, 2007
news release is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
The March 30, 2007 news release includes information relating to income from continuing
operations before interest, income taxes and impairment of assets for each of the twelve-month
periods ended December 31, 2006 and December 31, 2005. Income from continuing operations before
interest, income taxes and impairment of assets is a non-GAAP financial measure as defined in SEC
Regulation G. The March 30, 2007 news release includes a reconciliation of income from continuing
operations before interest, income taxes and impairment of assets to AirNets reported GAAP
financial measure of income (loss) from continuing operations before interest and income taxes
for each of the twelve-month periods ended December 31, 2006 and December 31, 2005. AirNet
presented the non-GAAP financial measure to show results of operations excluding non-cash charges
for impairment of assets incurred in the twelve-month periods presented. AirNet believes this
information is useful and informative to readers in providing a more complete view of AirNets
operating results.
Item 8.01. Other Events.
On March 28, 2007, the Board of Directors of AirNet established June 6, 2007 as the date of
AirNets 2007 Annual Meeting of Shareholders. The record date for determining the shareholders of
AirNet entitled to receive notice of, and vote at, the 2007 Annual Meeting of Shareholders is April
27, 2007.
AirNet shareholders seeking to bring business before the 2007 Annual Meeting of Shareholders,
or to nominate candidates for election as directors at the 2007 Annual Meeting of Shareholders,
must provide notice thereof in writing to AirNet, which notice must be received no later than the
close of business on April 7, 2007.
The AirNet Code of Regulations specifies certain requirements for a shareholders notice to be
in proper written form. In addition, shareholder proposals must be in the form specified in SEC
Rule 14a-8. Shareholder proposals and notices must be addressed to the Secretary of AirNet at its
executive offices located at 7250 Star Check Drive, Columbus, Ohio 43217.
A copy of the news release issued by AirNet on March 28, 2007 announcing the date of the 2007
Annual Meeting of Shareholders is included with this Current Report on Form 8-K as Exhibit 99.2 and
incorporated herein by reference.
2
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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CONTACT:
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AirNet Systems, Inc.
Gary Qualmann
(614) 409-4832
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InvestQuest, Inc.
Bob Lentz
(614) 876-1900
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AirNet Systems, Inc. Reports Improved Fourth Quarter 2006 Results
COLUMBUS, Ohio (March 30, 2007)
AirNet Systems, Inc. (AMEX: ANS) today reported total net revenues
of $42.8 million for the three months ended December 31, 2006 versus $42.2 million for the same
period last year. The fourth quarter 2006 increase was due to higher Express Services net revenues
of $1.7 million and Aviation Services net revenues of $0.4 million, which were partially offset by
a $1.4 million decline in Bank Services net revenues. Passenger Charter Services are reported as
discontinued operations due to the sale of the Jetride passenger charter business in September
2006.
For the fourth quarter 2006, income from continuing operations before interest and income taxes
rose 55% to $3.2 million from $2.0 million the fourth quarter of the prior year. This improvement
was attributable to a $0.7 million increase in total net revenues coupled with a $0.5 million
decline in costs and expenses versus the fourth quarter 2005. Net income was $1.8 million, or
$0.18 per diluted share, for the three months ended December 31, 2006, compared to $0.1 million, or
$0.01 per diluted share, a year ago.
Total net revenues for the twelve months ended December 31, 2006 increased 3.5% to $172.8 million
from $167.0 million for 2005. Express Services net revenues increased $6.9 million in 2006
compared to 2005, while Bank Services net revenues declined $1.7 million in 2006 compared to last
year.
For the year 2006, loss from continuing operations before interest and income taxes was $(10.1)
million compared to $(5.0) million the prior year. The loss in both periods was due to non-cash
asset impairment charges. Excluding non-cash asset impairment charges, on a non-GAAP basis, income
from continuing operations before interest and income taxes was $14.4 million versus $11.1 million
a year ago. The net loss for 2006 was $(13.3) million, or $(1.31) per share versus the prior year
net loss of $(4.2) million, or $(0.42) per share. The 2006 results include a $0.6 million gain,
net of tax, within income from discontinued operations due to the sale of Jetride, Inc., a wholly
owned subsidiary, in September 2006.
Bruce D. Parker, Chairman of the Board and Chief Executive Officer, stated, We are pleased with
the fourth quarter 2006 results. We are focused on continuing to serve our Bank Services customers
and to work closely with them to meet their needs as they continue their transition to image
products and other electronic alternatives to clearing checks. In addition, we are aggressively
pursuing opportunities within the Express Services markets and look forward to leveraging the
Companys core competencies and strengths as we shape
AirNets future. Mr. Parker continued, As a result of working closely with our banking customers, identifying their
needs and then designing improved transportation solutions, on March 26, 2007, AirNet implemented a
planned major reconfiguration of our flight network. This reconfiguration eliminated a number of
flights in our air transportation network reducing our operating costs while still meeting
the needs of our customers. We have correspondingly reduced our revenues while providing our
customers transportation services consistent with their future requirements and, in many cases, lowering
their transportation costs.
AirNets Bank Services revenues are presently expected to decline by approximately $4.5 million on
an annual basis, including approximately $0.5 million of fuel surcharges, as a direct result of the
changes to AirNets air transportation network effective March 26, 2007. Reductions in AirNets
variable operating costs resulting from the elimination of these flights are expected to
substantially offset the anticipated loss in revenues.
Fourth Quarter 2006 Results
Revenues
Bank Services net revenues declined $1.4 million or approximately 5% to $27.1 million for the
fourth quarter 2006 from $28.5 million for the same period last year. This year-over-year decrease
was nearly equally attributable to the lower volume of bank cancelled check shipments per flying
day and lower fuel surcharge revenues compared to the fourth quarter 2005. Weekday revenues per
flying day, excluding fuel surcharges, declined approximately 5% versus the same period last year.
Fuel surcharge revenues were $3.3 million and $4.1 million for the fourth quarter 2006 and 2005,
respectively.
Express Services net revenues rose 13% to $14.9 million for the fourth quarter 2006 from $13.2
million the prior year. This increase over the fourth quarter 2005 was attributable to higher
revenue per shipment before fuel surcharges due to the increase in average weight per shipment and
rate increases implemented during the third quarter 2006. Fuel surcharge revenues were $1.8
million for the fourth quarter 2006 compared to $2.1 million for the same period last year.
Costs and expenses
Total costs and expenses were $39.6 million for the fourth quarter 2006 versus $40.1 million a year
ago. Fourth quarter 2006 costs and expenses were favorably impacted by a decline in depreciation
expense of $1.5 million from lower aircraft values due to the third quarter 2006 non-cash
impairment charge, and a decline in aircraft fuel expense of $1.3 million directly related to a
reduction in fuel cost and hours flown compared to 2005. Selling, general and administrative
expense was $5.0 million for the fourth quarter 2006 compared to $4.7 million a year ago. Expenses
related to severance costs and the hiring of a new Chief Executive Officer during the fourth
quarter 2006 were offset by lower consulting and professional expenses compared to the fourth
quarter 2005.
Aircraft maintenance expense increased $0.6 million to $6.0 million for the fourth quarter 2006
versus the prior year. Beginning in the fourth quarter 2006, approximately 75% of engine
maintenance plan prepayments are charged to maintenance expense. Ground courier costs in the
fourth quarter of 2006 rose approximately $0.6 million versus the fourth quarter 2005 due to a
higher number of point-to-point surface shipments for Express Services.
Interest Expense and Total Debt Outstanding
Interest expense declined to $0.3 million for the fourth quarter 2006 from $0.7 million for the
same period last year due to a significant reduction in the Companys debt since year-end 2005.
The Company had $8.0 million of total debt outstanding at December 31, 2006, compared to $56.0
million on the same date of the previous year. AirNet reduced its outstanding debt by approximately
$48 million in 2006, of which approximately $39 million was related to the sale of Jetrides
passenger charter business.
2006 Results
Revenues
Bank Services net revenues were $112.0 million for 2006 compared to $113.7 million in 2005, a
decline of $1.7 million. An increase in fuel surcharge revenues of $2.5 million and general price
increases partially offset a 10% net decline in total Bank services pounds shipped per flying day
that represented a 4% decline in revenues versus 2005.
Express Services net revenues increased 13% to $59.2 million for 2006 from $52.3 million the prior
year. The $6.9 million increase was principally due to higher non-charter revenues, generally from
increased shipment volume on commercial passenger airlines and point-to-point shipments. Fuel
surcharge revenues were $8.8 million for 2006 compared to $5.5 million the prior year.
Costs and Expenses
Total costs and expenses were $182.9 million for 2006 compared to $172.0 million for 2005 and
included non-cash asset impairment charges of $24.6 million and $16.1 million, respectively.
Ground courier costs increased $3.7 million to $35.2 million for 2006 as a result of higher fuel
prices coupled with an increase in the number of commercial airline and point-to-point surface
shipments versus 2005. Contracted air costs were $16.6 million for 2006 compared to $14.4 million
the prior year due to higher payments to third-party aircraft operators related to the increased
number of high cost air routes outsourced to third-party aircraft operators and related fuel
surcharges compared to 2005.
Depreciation expense declined $2.4 million to $9.7 million for 2006 versus $12.1 million for 2005.
This decrease was primarily attributable to the 2006 and 2005 non-cash asset impairment charges
that resulted in reductions in AirNets aircraft values, and, to a lesser extent, a decline in
flight hours. Selling, general and administrative expense was $17.9 million for 2006 versus $19.5
million for 2005, a decline of $1.6 million. The most significant factors were lower investment
banker consulting expenses related to the Companys evaluation of various strategic alternatives
and a reduction in computer software development compared to the prior year.
Interest Expense
Interest expense was $1.5 million for 2006 versus $2.1 million for 2005, principally due to a
substantial reduction in average principal amount of debt outstanding, which was partially offset
by higher interest rates during 2006 compared to 2005.
Income Taxes
The provision for income taxes was $1.7 million for 2006 compared to an income tax benefit of
$(2.4) million a year ago. The Companys effective tax rate for 2006 and 2005 deviates from
statutory federal, state and local rates primarily due to the increases in the valuation allowance
for deferred tax assets of approximately $6.2 million and $0.6 million, respectively.
AirNet Systems, Inc.
AirNet Systems, Inc. focuses its resources on providing value-added, time-critical aviation
services to a diverse set of customers in the most service-intensive, cost-effective manner
possible. AirNet
operates an integrated national transportation network that provides expedited transportation
services to banks and time-critical small package shippers nationwide. AirNets aircraft are
located strategically throughout the United States. To find out more, visit AirNets website at
www.airnet.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Except for the historical information contained in this news release of AirNet Systems, Inc., the
matters discussed, including, but not limited to, information regarding future economic
performance and plans and objectives of AirNets management, are forward-looking statements that
involve risks and uncertainties. When used in this news release, the words believe,
anticipate, estimate, expect, intend, may, plan(s), project and similar expressions
are intended to be among statements that identify forward-looking statements. Such statements
involve risks and uncertainties which could cause actual results to differ materially from any
forward-looking statement: potential regulatory changes by the Federal Aviation Administration
(FAA), Department of Transportation (DOT) and Transportation Security Administration (TSA),
which could increase the regulation of AirNets business, or the Federal Reserve, which could
change the competitive environment of transporting canceled checks; changes in check processing
and shipment patterns of bank customers; an acceleration in the migration of AirNets Bank
Services customers to electronic alternatives to the physical movement of cancelled checks;
AirNets ability to reduce its cost structure to match declining revenues and operating expenses;
disruptions to the Internet or AirNets technology infrastructure, including those impacting
AirNets computer systems and Web site; disruptions to operations due to adverse weather
conditions, air traffic control-related constraints or aircraft accidents; potential further
declines in the values of aircraft in AirNets fleet and any related asset impairment charges;
potential changes in locally and federally mandated security requirements; the impact of intense
competition on AirNets ability to maintain or increase its prices for Express Services (including
fuel surcharges in response to rising fuel costs); increases in aviation fuel costs not fully
offset by AirNets fuel surcharge program; acts of war and terrorist activities; the acceptance of
AirNets time-critical service offerings within targeted Express markets; technological advances
and increases in the use of electronic funds transfers; the availability and cost of financing
required for operations; significant changes in the volumes of shipments transported on AirNets
air transportation network, customer demand for AirNets various services or the prices it obtains
for its services; any substantial indebtedness that may be incurred by AirNet; insufficient
capital for future expansion; and the impact of unusual items resulting from ongoing evaluation of
AirNets business strategies; as well as other economic, competitive and domestic and foreign
governmental factors affecting AirNets markets, prices and other facets of its operations.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual outcomes may vary materially from those indicated. Please refer to the
disclosure included in Item 1A Risk Factors of Part I and the disclosure in the section
captioned Forward-looking statements in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operation in Part II of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2006 of AirNet Systems, Inc. for additional details relating to
risk factors that could affect AirNets results and cause those results to differ materially from
those expressed in forward-looking statements.
AIRNET SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands, except per share data
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Three Months Ended
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Twelve Months Ended
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December 31,
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December 31,
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2006
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2005
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2006
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2005
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NET REVENUES, NET OF EXCISE TAX
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Bank services
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$
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27,090
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$
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28,484
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$
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112,034
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$
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113,748
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Express services
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14,919
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13,244
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59,187
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52,346
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Aviation services
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752
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428
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1,586
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865
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Total net revenues
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42,761
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42,156
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172,807
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166,959
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COSTS AND EXPENSES
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Aircraft fuel
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5,784
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7,055
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27,909
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27,291
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Aircraft maintenance
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5,977
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5,369
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17,998
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16,901
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Operating wages and benefits
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4,641
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4,771
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19,071
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19,745
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Contracted air costs
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3,974
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3,931
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16,550
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14,415
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Ground courier
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8,834
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8,196
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35,248
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31,557
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Depreciation
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1,285
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2,763
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9,700
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12,127
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Insurance, rent and landing fees
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2,605
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2,229
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8,639
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8,973
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Travel, training and other
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1,537
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1,259
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5,468
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5,550
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Selling, general and administrative
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5,016
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4,695
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17,939
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19,493
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Net (gain) loss on disposition of assets
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(48
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)
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(143
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)
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(140
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(159
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Impairment of assets
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24,560
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16,073
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Total costs and expenses
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39,605
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40,125
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182,942
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171,966
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Income (loss) from continuing operations before interest and income taxes
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3,156
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2,031
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(10,135
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)
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(5,007
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Interest expense
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310
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730
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1,532
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2,107
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Income (loss) from continuing operations before income taxes
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2,846
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1,301
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(11,667
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)
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(7,114
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)
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Provision (benefit) for income taxes
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1,079
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727
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1,654
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(2,400
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)
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Net income (loss) from continuing operations
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1,767
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574
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(13,321
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)
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(4,714
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)
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Income from discontinued operations
(including 2006 gain on sale of $610, net of tax)
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12
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(459
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)
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29
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468
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Net income (loss)
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$
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1,779
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$
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115
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$
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(13,292
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)
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$
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(4,246
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)
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Income (loss) per common share basic and diluted:
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Continuing operations
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$
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0.18
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$
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0.06
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$
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(1.31
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)
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$
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(0.47
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)
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Discontinued operations
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(0.05
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)
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0.05
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Net income (loss) per common share basic and diluted
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$
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0.18
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|
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$
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0.01
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$
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(1.31
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)
|
|
$
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(0.42
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)
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Note Under generally accepted accounting principles (GAAP), non-cash charges
for impairment of assets are required to be included in the results of operations.
The Company believes that the presentation of this supplemental information,
excluding the non-cash charges for impairment of assets, is useful and informative
to readers in providing a more complete view of AirNets operating results.
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Reconciliation of GAAP to Non-GAAP Information:
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Income (loss) from continuing operations before interest and income taxes
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$
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3,156
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$
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2,031
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$
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(10,135
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$
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(5,007
|
)
|
|
Add: Non-cash charge for impairment of assets
|
|
|
|
|
|
|
|
|
|
|
24,560
|
|
|
|
16,073
|
|
|
Income from continuing operations before interest, income taxes,
and impairment of assets (Non-GAAP)
|
|
$
|
3,156
|
|
|
$
|
2,031
|
|
|
$
|
14,425
|
|
|
$
|
11,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
###
Exhibit 99.2
|
|
|
|
|
|
|
FOR IMMEDIATE RELEASE
|
|
|
|
|
|
CONTACT:
|
|
AirNet Systems, Inc.
Gary Qualmann
(614) 409-4832 |
|
InvestQuest, Inc.
Bob Lentz
(614) 876-1900 |
AirNet Systems, Inc. Announces Annual Meeting Date
COLUMBUS, Ohio (March 28, 2007) AirNet Systems, Inc. (AMEX: ANS) today announced that its Board of
Directors has established June 6, 2007 as the date of AirNets 2007 Annual Meeting of Shareholders.
The record date for determining the shareholders of AirNet entitled to receive notice of, and vote
at, the 2007 Annual Meeting of Shareholders is April 27, 2007.
AirNet shareholders seeking to bring business before the 2007 Annual Meeting of Shareholders, or to
nominate candidates for election as directors at the 2007 Annual Meeting of Shareholders, must
provide notice thereof in writing to AirNet, which notice must be received no later than the close
of business on April 7, 2007.
The AirNet Code of Regulations specifies certain requirements for a shareholders notice to be in
proper written form. In addition, shareholder proposals must be in the form specified in SEC Rule
14a-8. Shareholder proposals and notices must be addressed to the Secretary of AirNet at its
executive offices located at 7250 Star Check Drive, Columbus, Ohio 43217.
AirNet Systems, Inc.
AirNet Systems, Inc. focuses its resources on providing value-added, time-critical aviation
services to a diverse set of customers in the most service-intensive, cost-effective manner
possible. AirNet operates an integrated national transportation network that provides expedited
transportation services to banks and time-critical small package shippers nationwide. AirNets
aircraft are located strategically throughout the United States. To find out more, visit AirNets
website at www.airnet.com.
###