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 11, 2005

AirNet Systems, Inc.

(Exact name of registrant as specified in its charter)
         
Ohio   1-13025   31-1458309
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

3939 International Gateway, Columbus, Ohio 43219

(Address of principal executive offices) (Zip Code)

(614) 237-9777

(Registrant’s 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 .

     On May 11, 2005, AirNet Systems, Inc. (“AirNet”) issued a news release reporting results for the three months ended March 31, 2005. The May 11, 2005 news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

     On May 11, 2005, AirNet issued a news release reporting results for the three months ended March 31, 2005. The May 11, 2005 news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (a) and (b): Not Applicable

     (c)  Exhibits : The following exhibit is being furnished with this Current Report on Form 8-K:

     
Exhibit No.   Description
 
99.1
  News Release issued by AirNet Systems, Inc. on May 11, 2005

     The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, unless AirNet specifically states that it is to be so incorporated by reference.

[Remainder of page intentionally left blank;
signature on following page]

 

 

SIGNATURE

     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 hereunto duly authorized.

         
      AIRNET SYSTEMS, INC.
 
       
 
Dated:  May 11, 2005
    By: /s/ Gary W. Qualmann
       
              Gary W. Qualmann
        Chief Financial Officer,
        Treasurer and Secretary

 

 

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated May 11, 2005

AirNet Systems, Inc.

     
Exhibit No.   Description
 
99.1
  News Release issued by AirNet Systems, Inc. on May 11, 2005

-4-

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

         
CONTACT:
  AirNet Systems, Inc.
Gary Qualmann
(614) 532-4072
  InvestQuest, Inc.
Bob Lentz
(614) 876-1900

AirNet Systems, Inc. Announces First Quarter 2005 Results

COLUMBUS, Ohio – May 11, 2005 — AirNet Systems, Inc. (NYSE: ANS) today reported total net revenues increased 23.3% to $49.9 million for the three months ended March 31, 2005 compared to $40.5 million for the same period last year. The $9.4 million increase in total net revenues versus the first quarter 2004 is attributable to a $5.7 million increase in Passenger Charter services revenues and a $3.8 million increase in Delivery Services revenues, including fuel surcharges.

Income from operations before income taxes rose to $3.0 million for the first quarter 2005 from $0.6 million for the first quarter 2004. Net income was approximately $1.5 million, or $0.15 per diluted share, for the first quarter 2005 compared to $0.3 million, or $0.03 per diluted share, for the first quarter 2004.

First Quarter 2005 Results

Delivery Services

Bank services revenues increased 5.7% to $27.3 million for the first quarter 2005 from $25.8 million for the first quarter 2004. This was primarily due to an increase of $1.2 million in fuel surcharge revenues as well as one more weekday flying day and an additional weekend compared to the same period last year. The increase in Bank services’ total shipment volume, weekday and weekend, for the first quarter 2005 was offset by a decline in the number of pounds per shipment compared to the first quarter 2004.

Express services revenues rose 21.4% to $13.1 million for the first quarter 2005 from $10.8 million a year ago. Point-to-point surface shipments and air charters increased approximately $1.0 million and $0.8 million, respectively, in the first quarter 2005 versus the same period last year. Fuel surcharge revenues increased to $0.9 million for the first quarter 2005 from $0.3 million for the same period last year. Express services revenues increased to 32.4% of total Delivery Services revenues for the first quarter 2005 from 29.5% for the first quarter 2004.

Passenger Charter Services

Passenger Charter services revenues increased to $9.3 million for the first quarter 2005 from $3.7 million for the same period last year. Jetride, Inc., a wholly-owned subsidiary, operated 16 aircraft, 9 owned and 7 managed, at March 31, 2005, compared to 11 aircraft, 8 owned and 3 managed, on the same date in 2004. First quarter 2005 revenues benefited from the net addition of 5 aircraft to Jetride’s fleet during the past 12 months including 2 large cabin Challenger aircraft, a 116% increase in flight hours, and higher average revenue per flight hour, compared to the first quarter 2004. Passenger Charter services revenues rose to 18.7% of total net revenues for the first quarter 2005 from 9.0% for the same period in 2004.

Costs and Expenses

The Company’s total costs and expenses were $46.1 million for the first quarter 2005 compared to $39.5 million for the same period last year. Passenger Charter services represented $5.0 million, or 76%, of the Company’s first quarter 2005 increase in costs and expenses due to the larger fleet of passenger charter aircraft and the higher number of flight hours versus the first quarter 2004. The Company’s results benefited from a $1.2 million net decline in depreciation expense. Depreciation decreased by $1.4 million due to the third quarter 2004 impairment charge, which reduced the value of the aircraft in the Company’s cargo fleet. This decline was partially offset by $0.2 million of additional depreciation related to the increase in the Passenger Charter fleet.

In addition, AirNet recognized a $50,000 gain on disposition of assets compared to a $292,000 loss for the first quarter 2004. Aircraft fuel expense, a substantial portion of which the Company seeks to recover through fuel surcharges, increased approximately $2.7 million to $8.3 million for the first quarter 2005 from $5.5 million for the same period in 2004. Aircraft maintenance rose $2.2 million to $5.4 million for the first quarter 2005 from $3.2 million the prior year, primarily due to Jetride’s larger passenger charter fleet. Travel, training and other expenses increased $0.9 million to $3.2 million for the first quarter 2005 from $2.3 million for the first quarter 2004 due to additional travel expenses related to Passenger Charter services and higher fees to managed aircraft owners due to the larger number of managed aircraft in Jetride’s fleet compared to the same period last year.

Interest expense increased to $0.9 million for the first quarter 2005 from $0.4 million for the same period last year due to higher debt levels financing the larger fleet of Passenger Charter aircraft owned by the Company.

AirNet Systems, Inc.

AirNet Systems, Inc., through its operating subsidiaries, 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. Jetride, Inc., a wholly-owned subsidiary, provides Passenger Charter services nationwide to individuals and businesses. The Company operated a total of 130 aircraft, 114 for its cargo airline and 16 for its passenger charter airline at March 31, 2005, located strategically throughout the United States. To find out more, visit AirNet’s 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 release of AirNet Systems, Inc., the matters discussed, including, but not limited to, information regarding future economic performance and plans and objectives of AirNet’s management, are forward-looking statements that involve risks and uncertainties. When used in this release, the words “believe”, “anticipate”, “estimate”, “expect”, “intend”, “may”, “plan”, “project” and similar expressions are intended to be among statements that identify forward-looking statements. Such statements involve risks and uncertainties including, but not limited to, the following 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 AirNet’s 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; the continued acceleration of migration of AirNet’s Bank customers to electronic alternatives to the physical movement of cancelled checks; 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 AirNet’s fleet and any related asset impairment charges; the ability to successfully market the Passenger Charter business in light of global changes in the commercial airline industry; potential changes in locally and federally mandated security requirements; increases in aviation fuel costs not fully offset by AirNet’s fuel surcharge program; acts of war and terrorist activities; the acceptance of AirNet’s 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; the impact of unusual items resulting from ongoing evaluation of our business strategies; as well as other economic, competitive and domestic and foreign governmental factors affecting AirNet’s 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 sections captioned “Forward-looking statements” and “Risk factors” in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of AirNet Systems, Inc. for additional details relating to risk factors that could affect AirNet’s results and cause those results to differ materially from those expressed in forward-looking statements.

AIRNET SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
– Unaudited

                 
In thousands, except per share data   Three Months Ended  
    March 31,  
    2005     2004  
NET REVENUES
               
Delivery services, net of excise tax:
               
Bank services
  $ 27,293     $ 25,832  
Express services
    13,105       10,798  
 
           
Total delivery services revenues
    40,398       36,630  
Passenger charter services
    9,328       3,650  
Aviation services and other operations
    167       191  
 
           
Total net revenues
    49,893       40,471  
COSTS AND EXPENSES
               
Wages and benefits
    6,204       5,872  
Aircraft fuel
    8,254       5,536  
Aircraft maintenance
    5,387       3,191  
Contracted air costs
    3,268       3,071  
Ground courier
    7,889       7,142  
Depreciation
    3,642       4,889  
Insurance, rent and landing fees
    2,810       2,564  
Travel, training and other
    3,195       2,272  
Selling, general and administrative
    5,487       4,720  
Net (gain) loss on disposition of assets
    (50 )     292  
 
           
Total costs and expenses
    46,086       39,549  
 
           
Income from operations
    3,807       922  
Interest expense
    855       367  
 
           
Income from operations before income taxes
    2,952       555  
Provision for income taxes
    1,435       239  
 
           
Net income
  $ 1,517     $ 316  
 
           
Net income per share — basic and diluted
  $ 0.15     $ 0.03  

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