UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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.
| Ohio | 1-13025 | 31-1458309 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3939 International Gateway, Columbus, Ohio 43219
(614) 237-9777
Not Applicable
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
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:
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
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.
Exhibit No.
Description
News Release issued by AirNet Systems, Inc. on May 11, 2005
signature on following page]
AIRNET SYSTEMS, INC.
By: /s/ Gary W. Qualmann
Gary W. Qualmann
Chief Financial Officer,
Treasurer and Secretary
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 Jetrides 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 Companys 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 Companys 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 Companys 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 Companys
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 Jetrides 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 Jetrides 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 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 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 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
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; the continued acceleration of migration
of AirNets 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 AirNets 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 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;
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 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 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 AirNets results and cause those results to differ
materially from those
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 | ||||||
|
|
||||||||
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Total delivery services
revenues
|
40,398 | 36,630 | ||||||
|
Passenger charter
services
|
9,328 | 3,650 | ||||||
|
Aviation services
and other operations
|
167 | 191 | ||||||
|
|
||||||||
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Total net revenues
|
49,893 | 40,471 | ||||||
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COSTS AND EXPENSES
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||||||||
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Wages and benefits
|
6,204 | 5,872 | ||||||
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Aircraft fuel
|
8,254 | 5,536 | ||||||
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Aircraft maintenance
|
5,387 | 3,191 | ||||||
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Contracted air costs
|
3,268 | 3,071 | ||||||
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Ground courier
|
7,889 | 7,142 | ||||||
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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 | |||||
|
|
||||||||
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Total costs
and expenses
|
46,086 | 39,549 | ||||||
|
|
||||||||
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Income from operations
|
3,807 | 922 | ||||||
|
Interest expense
|
855 | 367 | ||||||
|
|
||||||||
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Income from operations
before income taxes
|
2,952 | 555 | ||||||
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Provision for income
taxes
|
1,435 | 239 | ||||||
|
|
||||||||
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Net income
|
$ | 1,517 | $ | 316 | ||||
|
|
||||||||
|
Net income per share
basic and diluted
|
$ | 0.15 | $ | 0.03 | ||||
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