Exhibit 99.1
|
|
|
|
|
|
|
FOR IMMEDIATE RELEASE
|
|
|
|
|
|
CONTACT:
|
|
AirNet Systems, Inc.
|
|
InvestQuest, Inc.
|
|
|
|
Ray Druseikis
|
|
Bob Lentz
|
|
|
|
(614) 409-4996
|
|
(614) 876-1900
|
AirNet Systems, Inc. Reports First Quarter 2008 Results
COLUMBUS, Ohio (May 12, 2008)
AirNet Systems, Inc. (AMEX: ANS) today reported total net revenues of
$38.2 million for the three months ended March 31, 2008 versus $41.5 million for the same period
last year, a decline of 8%. Income from operations before income taxes decreased to $1.0 million
for the first quarter of 2008 from $2.0 million for the same period in 2007. The Company
recognized an income tax benefit of approximately $8.3 million in the first quarter of 2008
primarily as a result of a discretionary income tax method change approved by the Internal Revenue
Service on March 11, 2008 as reported in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, which was filed with the Securities and Exchange Commission (the
SEC) on March 31, 2008. As a result, net income was $9.3 million, or $0.90 per diluted common
share, for the first three months of 2008 compared to net income of $1.9 million, or $0.18 per
diluted share, for the prior year.
Bruce D. Parker, Chairman of the Board and Chief Executive Officer, said, Our operating results
for the first quarter 2008 were particularly impacted by further declines in cancelled check
volumes as well as shipments for Bank Services customers. The decline in total revenue was
partially offset by a $2.2 million reduction in total costs and expenses for the first quarter 2008
compared to a year ago.
Mr. Parker continued, Consistent with the ongoing transition of AirNets business, we are
increasing our emphasis on dedicated cargo charters. Because of the higher number of dedicated
scheduled and on-demand cargo charters compared to the first quarter of 2007, charter revenues
increased compared to the same period last year. Additionally, we are pursuing opportunities to
provide express feeder service through dedicated charters for the large express package integrated
carriers.
First Quarter 2008 Results
Bank Services net revenues, including fuel surcharge revenues of $4.6 million, declined 15% to
$22.5 million for the first quarter 2008 from $26.5 million, including $3.4 million of fuel
surcharge revenues, a year ago. Total pounds shipped per weekday flying day for Bank Services for
the first quarter 2008 was 35% below the first quarter 2007. Weekday cancelled check pounds
shipped per flying day during the first quarter 2008 was 48% below the same period a year ago,
which was partially offset by higher proof of deposit (unprocessed checks) volume compared to the
first quarter 2007.
Express Services net revenues increased 8% to $15.4 million, including fuel surcharge revenues of
$2.9 million, for the first quarter 2008 from $14.2 million, including fuel surcharge revenues of
$1.6 million, the prior year. This increase was primarily related to a 29% increase in Express
Revenues-Charter for the first quarter 2008 versus a year ago due to the growth in charters for
AirNets customers in key markets. This increase was partially offset by a 12% decline in Express
Revenues-Non Charter due to significantly reduced shipping volume from one Express Services
customer compared to the same period a year ago. The year-over-year decline from this Express
Services customer was partially offset by higher shipping revenues from another Express Services
customer.
Costs and Expenses
Total costs and expenses declined 6% to $37.2 million for the first quarter 2008 from $39.4 million
for the same period in 2007. This decrease was primarily attributable to lower aircraft
maintenance costs ($2.5 million) due to fewer major maintenance events incurred during the first
quarter 2008 coupled with a
reduction in retail maintenance services, and lower ground courier costs ($1.7 million) resulting
from the reduced number of shipments for Bank Services and Express Services compared to the first
quarter 2007. Higher aircraft fuel expense ($1.0 million), due to the increase in average fuel
prices, and acquisition related costs ($0.6 million), partially offset the reductions in total
costs and expenses for the first quarter 2008. Net gain on disposition of assets related to the
sale of aircraft, also included within the costs and expenses category, was $0.4 million for the
first quarter 2008 compared to $0.9 million for the same period last year.
Interest Income / Expense
Interest income was $36,000 for the first quarter 2008 compared to interest expense of $0.1 million
for the same period in 2007. The Company had no debt outstanding at March 31, 2008, compared to
$7.5 million on the same date last year.
Income Taxes
The Company recorded an income tax benefit of $8.3 million for the first quarter 2008 compared to a
provision for income taxes of $0.1 million for the first quarter 2007. This income tax benefit was
primarily due to a discretionary income tax method change approved by the Internal Revenue Service
on March 11, 2008. As required by SFAS No. 109,
Accounting for Income Taxes
(SFAS No. 109),
the effect of the discretionary income tax method change is required to be reported in the period
in which approval is obtained. This method change was retroactive to 2006 and will enable the
Company to file for refunds against income taxes previously paid. The Company does not expect to
receive approximately $5.6 million of the anticipated refunds until sometime in 2009.
The difference between the effective income tax rate and the federal statutory income tax rate for
the three month period ended March 31, 2008 is primarily due to the net decrease in the valuation
allowance for deferred tax assets which was principally due to the effect of the method change.
Special Shareholder Meeting
The Company will hold a Special Meeting of Shareholders at 10:00 a.m., Eastern Daylight Saving
Time, on Wednesday, June 4, 2008, to vote on a proposal to adopt the Agreement and Plan of Merger,
dated as of March 31, 2008 (the merger agreement), by and among AirNet, AirNet Holdings, Inc.,
and AirNet Acquisition, Inc. and approve the merger contemplated thereby. This meeting will be
held at the Hilton Columbus of Easton, 3900 Chagrin Drive, Columbus, Ohio. Subject to obtaining
the required shareholder vote to adopt the merger agreement and approve the merger and satisfaction
of various customary closing conditions, including the obtaining of any required regulatory
approvals, the merger is expected to close before the end of the second quarter 2008. The closing
is not subject to any financing contingencies.
The Board of Directors of AirNet unanimously approved the merger agreement, determined that the
merger is in the best interests of AirNets shareholders and agreed to recommend approval and
adoption of the merger and the merger agreement by AirNets shareholders. AirNets Board of
Directors has received an opinion from Brown, Gibbons, Lang & Company, L.P. that the consideration
to be received by the shareholders of AirNet pursuant to the merger is fair from a financial point
of view.
Additional Information And Where To Find It:
This communication may be deemed to be solicitation material in respect of the proposed merger. In
connection with the proposed merger, a definitive proxy statement of AirNet and other materials
will be filed with the SEC.
Investors are urged to read the definitive proxy statement and these
other materials carefully when they become available because they will contain important
information about AirNet and the proposed merger.
Investors will be able to obtain free copies of
the definitive
proxy statement and these other materials when they become available as well as other documents
filed with the SEC containing information about AirNet on the SECs web site at http://www.sec.gov.
Investors will also be able to obtain for free the definitive proxy statement as well as other
documents filed by AirNet with the SEC by directing a request in writing to AirNet Systems, Inc.,
at 7250 Star Check Drive, Columbus, Ohio 43217, Attention: Ray L. Druseikis, Secretary, or by
telephone at (614) 409-4996.
Participants in the Solicitation
AirNet and its directors, executive officers and employees and AirNet Holdings, Inc. and AirNet
Acquisition, Inc. may be deemed, under SEC rules, to be participants in the solicitation of proxies
from AirNets shareholders with respect to the proposed merger. Information regarding AirNets
directors and executive officers is set forth in AirNets Annual Report on Form 10-K/A (Amendment
No. 1) for the fiscal year ended December 31, 2007, which was filed with the SEC on April 29, 2008.
More detailed information regarding the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will also be set forth in the definitive
proxy statement of AirNet and other relevant materials to be filed with the SEC in connection with
the proposed merger when they become available.
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
Except for the historical information contained in this news release, the matters discussed,
including, but not limited to, statements concerning the prospects for completing the merger and
the possible or assumed future results of operations of AirNet as well as statements regarding
plans and objectives of AirNets management, are forward-looking statements that involve risks and
uncertainties. When used in this news release, the words believe, will, expect and similar
expressions are intended to be among statements that identify forward-looking statements. Because
these forward-looking statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. The following
factors, in addition to those included in the disclosures under the heading ITEM 1A RISK
FACTORS of Part I of AirNets Annual Report on Form 10-K for the fiscal year ended December 31,
2007 and ITEM 1A RISK FACTORS of Part II of AirNets Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2008 could cause actual results to differ materially from those
expressed in our forward-looking statements: the failure to satisfy any of the closing conditions
in the merger agreement, including the failure of AirNets shareholders to adopt the merger
agreement and approve the merger; the failure to obtain any required regulatory approvals of the
merger on the proposed terms and schedule; uncertainty surrounding the merger making it more
difficult to maintain relationships with AirNets customers and team members; potential regulatory
changes by the Federal Aviation Administration (FAA), the Department of Transportation (DOT)
and the Transportation Security Administration (TSA), which could increase the regulation of
AirNets business, or the Federal Reserve, which could change the competitive environment of
transporting cancelled checks; changes in the way the FAA is funded which could increase AirNets
operating costs; changes in check processing and shipment patterns of bank customers; changes in
check processing and shipment patterns of the Federal Reserve Systems Check Relay Network; the
continued 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
corporate website; the impact of intense competition on AirNets ability to maintain or increase
its prices for Express Services customers (including fuel surcharges in response to rising fuel
costs); the impact of prolonged weakness in the United States economy on time-critical
shipment volumes; significant changes in the volume of shipments transported on AirNets air
transportation network, customer demand for AirNets various services or the prices it obtains for
its services; the acceptance by AirNets weekday Bank Services customers of AirNets pricing
structure; pilot shortages which could result in increased operating costs, a reduction in AirNets
flight schedule or require subcontracting of certain routes; disruptions to operations due to
adverse weather conditions, air traffic control-related constraints or aircraft accidents;
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; technological advances and increases in the use of electronic funds transfers; the
availability and cost of financing required for operations; other economic, competitive and
domestic and foreign governmental factors affecting AirNets markets, prices and other facets of
its operations; as well as other risks described from time to time in AirNets filings with the
SEC. 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 disclosures included in ITEM 1A RISK FACTORS of Part I and in the section captioned
Forward-looking statements in ITEM 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS of Part II of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 of AirNet Systems, Inc. (File No. 1-13025) and the disclosure included
in ITEM 1A RISK FACTORS of Part II of AirNet Systems, Inc.s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2008 for additional details relating to risk factors that
could affect AirNets results and cause those results to differ materially from those expressed in
the forward-looking statements.
AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
In thousands, except per share data
|
|
2008
|
|
|
2007
|
|
|
NET REVENUES, NET OF EXCISE TAX
|
|
|
|
|
|
|
|
|
|
Bank services
|
|
$
|
22,549
|
|
|
$
|
26,494
|
|
|
Express services
|
|
|
15,381
|
|
|
|
14,214
|
|
|
Aviation services
|
|
|
234
|
|
|
|
804
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
38,164
|
|
|
|
41,512
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
Aircraft fuel
|
|
|
7,053
|
|
|
|
6,123
|
|
|
Aircraft maintenance
|
|
|
4,838
|
|
|
|
7,328
|
|
|
Operating wages and benefits
|
|
|
5,135
|
|
|
|
4,932
|
|
|
Contracted air costs
|
|
|
4,111
|
|
|
|
3,783
|
|
|
Ground courier
|
|
|
7,244
|
|
|
|
8,906
|
|
|
Depreciation
|
|
|
1,066
|
|
|
|
1,246
|
|
|
Insurance, rent and landing fees
|
|
|
1,858
|
|
|
|
2,138
|
|
|
Travel, training and other operating
|
|
|
1,740
|
|
|
|
1,584
|
|
|
Selling, general and administrative
|
|
|
3,965
|
|
|
|
4,262
|
|
|
Acquisition related costs
|
|
|
601
|
|
|
|
|
|
|
Net (gain) on disposition of assets
|
|
|
(394
|
)
|
|
|
(880
|
)
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
37,217
|
|
|
|
39,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before interest and income taxes
|
|
|
947
|
|
|
|
2,090
|
|
|
Interest expense (income)
|
|
|
(36
|
)
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before income taxes
|
|
|
983
|
|
|
|
1,958
|
|
|
Provision (benefit) for income taxes
|
|
|
(8,280
|
)
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,263
|
|
|
$
|
1,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share basic and diluted
|
|
$
|
0.90
|
|
|
$
|
0.18
|
|
###