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
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Date of Report (Date of earliest event reported):
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August 7, 2006
(August 2, 2006)
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AIRNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
(State or other jurisdiction of
incorporation)
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1-13025
(Commission File Number)
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31-1458309
(IRS Employer Identification
No.)
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7250 Star Check Drive, Columbus, Ohio 43217
(Address of principal executive offices) (Zip Code)
(614) 409-4000
(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))
1
Item 2.02. Results of Operations and Financial Condition
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On August 2, 2006, AirNet Systems, Inc. (AirNet) issued a news release reporting results for
the three and six months ended June 30, 2006. The August 2, 2006 news release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 2, 2006, AirNet issued a news release reporting results for the three and six months
ended June 30, 2006. The August 2, 2006 news release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) through (c): Not Applicable
(d)
Exhibits
: The following exhibit is being furnished with this Current Report on
Form 8-K:
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Exhibit No.
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Description
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99.1
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News Release issued by AirNet Systems, Inc. on August 2, 2006
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[Remainder of page intentionally left blank;
signature on following page]
2
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.
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AIRNET SYSTEMS, INC.
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Dated: August 7, 2006
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By:
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/s/ Gary W. Qualmann
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Gary W. Qualmann\
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Chief Financial Officer,
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Treasurer and Secretary
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3
Exhibit 99.1
FOR IMMEDIATE RELEASE
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CONTACT:
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AirNet Systems, Inc.
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InvestQuest, Inc.
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Gary Qualmann
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Bob Lentz
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(614) 409-4832
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(614) 876-1900
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AirNet Systems, Inc. Reports Second Quarter 2006 Results
COLUMBUS, Ohio
(August 2, 2006) AirNet Systems, Inc. (AMEX: ANS) today reported total net revenues
increased 7% to $44.4 million for the three months ended June 30, 2006 compared to $41.4 million
for the same period last year. The second quarter 2006 revenue primarily benefited from a $2.6
million increase in Express services revenues. For the first six months of 2006, total net
revenues were $87.1 million versus $82.0 million a year ago.
Income from continuing operations before income taxes increased to $3.2 million for the second
quarter 2006 from $2.1 million for the same period last year. For the first half of 2006, income
from continuing operations before income taxes was $6.2 million compared to $4.0 million in 2005.
Net income was $2.0 million, or $0.19 per diluted share, for the three months ended June 30, 2006
versus $2.1 million, or $0.20 per diluted share, for the same period last year. For the first six
months of 2006, net income was $3.7 million, or $0.36 per diluted share, compared to $3.6 million,
or $0.35 per diluted share, a year ago. Net income for the second quarter and first half of 2006
included a loss from discontinued operations, net of tax, of $(0.01) per diluted share and $(0.03)
per diluted share, respectively. Net income for the second quarter and first half of 2005 included
income from discontinued operations, net of tax, of $0.05 per diluted share and $0.10 per diluted
share, respectively.
As disclosed on July 26, 2006, AirNet entered into a definitive agreement with Pinnacle Air, LLC
(Pinnacle) to sell its passenger charter business, including the aircraft and substantially all
of the aircraft-related assets of Jetride, Inc., a wholly-owned subsidiary, for $41 million in
cash. The transaction is subject to standard closing contingencies and the receipt of requisite
assurances from the Federal Aviation Administration with respect to the proposed ownership change,
and is expected to close during the third quarter 2006. As a result, the Companys financial
results for passenger charter services for the second quarter and first six months of 2006 and 2005
are reported as discontinued operations.
Second Quarter 2006 Results
Bank services revenues increased slightly to $29.1 million for the second quarter 2006 from $28.8
million a year ago. Fuel surcharge revenues rose $1.5 million to $4.3 million for the second
quarter 2006 and, together with general price increases, were substantially offset by lower net
revenues attributable to a decline in pounds shipped per flying day.
Total pounds shipped for Bank services per flying day declined approximately 5% for the second
quarter 2006 compared to the same period in 2005. This was due to a 9%
decline in the volume of cancelled checks delivered for Bank customers during the second quarter
2006 which was partially offset by higher volumes of proof of deposit (unprocessed checks) and
interoffice mail delivery shipments compared to the second quarter 2005.
Express services revenues increased 21% to $15.0 million for the second quarter 2006, due to $1.6
million of higher fuel surcharge revenues and $1.0 million attributable to increased shipments
compared to the prior year. Non-charter Express services revenues attributable to commercial
airline and point-to-point surface deliveries benefited second quarter 2006 revenues, while charter
revenues from Express services for the quarter were slightly below the same period last year.
Costs and Expenses
Total costs and expenses increased 5% to $40.7 million for the second quarter 2006 from $38.8
million for the same period in 2005. Ground courier costs increased $1.1 million to $8.7 million
for the second quarter 2006 primarily due to a higher number of point-to-point surface shipments
for Express services. Contracted air costs were $4.4 million or $0.8 million above the second
quarter 2005 resulting from additional subcontracted air routes. Also contributing to the increase
in ground courier and contracted air costs were additional fuel surcharges from ground and
contracted air vendors. Aircraft fuel costs rose $0.7 million to $7.7 million for the second
quarter 2006 versus a year ago due to higher average fuel prices attributable to increased global
demand for fuel and disruptions to supply.
Income Taxes
The provision for income taxes was $1.1 million for the second quarter 2006 compared to $0.6
million the prior year. The effective tax rate rose to 35.7% from 27.4% for the second quarter of
2006 and 2005, respectively. The lower effective tax rate for the three months ended June 30, 2005
was largely due to a change in the valuation allowance for deferred tax assets.
Six Month Results
Bank services revenues increased 2% to $57.4 million for the first six months of 2006 from $56.1
million a year ago. Fuel surcharge revenues for the first half of 2006 were $7.9 million or $2.9
million above the prior year which represents an increase of 59%.
Total pounds shipped for Bank services per flying day declined approximately 4% for the 2006
year-to-date period compared to the same period in 2005. This was due to an 8% decline in the
volume of cancelled checks delivered for Bank customers during the first half of 2006 which was
partially offset by higher volumes of proof of deposit and interoffice mail delivery shipments
compared to the first half of 2005.
Express services revenues increased to $29.0 million for the first six months of 2006 from $25.5
million last year, an increase of 14%. Higher fuel surcharge revenues, which increased to $4.5
million in the first six months of 2006 from $1.9 million in the same period in 2005, represented
$2.6 million of the $3.5 million year-over-year increase.
Non-charter revenues attributable to
commercial airline and point-to-point surface deliveries rose 5% for the first half of 2006 versus
the prior year.
Costs and Expenses
Total costs and expenses were $79.9 million for the six months ended June 30, 2006, compared to
$77.1 million for the same period in 2005. Contracted air costs and ground courier costs were $1.7
million and $1.4 million, respectively, above the first half of 2005. These increases were
attributable to the higher number of point-to-point surface shipments for Express services and
increased outsourcing of air routes. Also contributing to the increase in ground courier and
contracted air costs were additional fuel surcharges from ground and contracted air vendors.
Aircraft fuel expense increased $1.4 million to $14.7 million for the first six months of 2006
compared to the prior year. This was due to higher average fuel prices attributable to increased
global demand for fuel and disruptions to supply.
Interest Expense and Total Debt Outstanding
Interest expense was $1.0 million for the first six months of 2006 compared to $0.8 million for the
same period last year. This increase principally reflects the capitalization of interest related
to the construction and completion of AirNets Rickenbacker Facility in 2005 coupled with higher
interest rates versus the 2005 period. The increase in interest expense was partially offset by
lower total debt outstanding during the first half of 2006.
The Companys total debt outstanding at June 30, 2006 was $51.1 million, which included $28.8
million of notes payable related to discontinued operations, versus $56.0 at December 31, 2005,
which included $29.8 million of notes payable related to discontinued operations.
Income Taxes
The provision for income taxes was $2.3 million for the first half of 2006 versus $1.5 million last
year. The effective tax rate declined to 36.4% for the first six months of 2006 from 38.2% for the
comparable period in 2005 primarily due to changes in the valuation allowance for deferred tax
assets.
Discontinued Operations
Total passenger charter services revenues decreased approximately $2.6 million, or 30%, to $5.9
million and $5.2 million, or 29% to $12.7 million, for the three months and six months ended June
30, 2006, respectively. The declines were primarily attributable to reductions in flight hours,
specifically the termination of two Challenger passenger aircraft that were operated under
management agreements in the comparable periods of 2005. The revenue declines were partially
offset by decreased costs and expenses for passenger charter services, primarily related to a
reduction in payments to owners of managed aircraft and reduced aircraft fuel expenses. The loss
from discontinued operations, net of tax, the three months and six months ended June 30, 2005 was
$(0.1) million and $(0.3) million, respectively, compared to income from discontinued operations,
net of tax, of $0.6 million and $1.1 million for the three and six months ended June 30, 2005,
respectively.
AirNet Systems, Inc.
AirNet Systems, Inc. focuses the Companys 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. The Companys aircraft are located strategically throughout the United
States. To find out more, visit AirNets website at
www.airnet.com
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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(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; the continued acceleration of migration of AirNets Bank customers to electronic
alternatives to the physical movement of cancelled checks; the Companys ability to successfully
implement its plans to increase the number of contracted air routes to achieve a more variable cost
structure, 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; 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; while AirNet
expects to be able to close the sale of Jetride to Pinnacle, there can be no assurance that the
standard closing conditions, as well as the FAA assurance, required by the definitive agreement
will be satisfied and that the closing will occur; 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 Operations in Part II of the Annual Report on Form
10-K for the fiscal year ended December 31, 2005 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- Unaudited
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In thousands, except per share data
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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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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29,101
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$
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28,845
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$
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57,385
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$
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56,138
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Express services
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14,981
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12,428
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29,025
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25,533
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Aviation services
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272
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117
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649
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284
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Total net revenues
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44,354
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41,390
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87,059
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81,955
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COSTS AND EXPENSES
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Wages and benefits
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4,736
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4,971
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9,711
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10,091
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Aircraft fuel
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7,723
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7,049
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14,715
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13,281
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Aircraft maintenance
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4,190
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3,873
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8,285
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7,677
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Contracted air costs
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4,439
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3,681
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8,608
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6,932
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Ground courier
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8,717
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7,634
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16,896
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15,475
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Depreciation
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2,868
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3,133
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5,751
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6,249
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Insurance, rent and landing fees
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2,112
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2,244
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3,989
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4,495
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Travel, training and other
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1,147
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1,356
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2,678
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2,865
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Selling, general and administrative
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4,772
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4,893
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9,237
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10,091
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Net gain on disposition of assets
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(4
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(2
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(12
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(52
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Total costs and expenses
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40,700
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38,832
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79,858
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77,104
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Income from continuing operations before interest expense
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3,654
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2,558
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7,201
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4,851
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Interest expense
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443
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502
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973
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829
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Income from continuing operations before income taxes
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3,211
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2,056
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6,228
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4,022
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Provision for income taxes
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1,146
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563
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2,267
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1,536
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Income from continuing operations
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2,065
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1,493
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3,961
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2,486
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Income (loss) from discontinued operations, net of tax
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(87
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562
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(296
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1,085
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Net income
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$
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1,978
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$
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2,055
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$
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3,665
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$
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3,571
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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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0.20
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$
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0.15
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$
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0.39
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$
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0.25
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Discontinued operations
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(0.01
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0.05
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(0.03
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0.10
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Net income per common share basic and diluted
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$
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0.19
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$
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0.20
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$
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0.36
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$
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0.35
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###