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):
November 14, 2007 (November 12, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 November 12, 2007, AirNet Systems, Inc. (AirNet) issued a news release reporting results
for the three months and nine months ended September 30, 2007. The November 12, 2007 news release
is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The November 12, 2007 news release includes information relating to income from continuing
operations before income taxes and impairment of assets and total costs and expenses before net
gain on disposition of assets and impairment of assets for each of the three-month and nine-month
periods ended September 30, 2007 and September 30, 2006. Income from continuing operations before
income taxes and impairment of assets and total costs and expenses before net gain on disposition
of assets and impairment of assets are non-GAAP financial measures as defined in SEC Regulation G.
The November 12, 2007 news release includes reconciliations of income from continuing operations
before income taxes and impairment of assets to AirNets reported GAAP financial measure of
income (loss) from continuing operations before income taxes and of total costs and expenses
before net gain on disposition of assets and impairment of assets to AirNets reported GAAP
financial measure of total costs and expenses for each of the three-month and nine-month periods
ended September 30, 2007 and September 30, 2006. AirNet presented the non-GAAP financial measures
to show results of operations excluding the impact of the charges for impairment of assets and the
net gain on disposition of assets in the periods presented. AirNet believes this information is
useful and informative to readers in providing a more complete view of AirNets operating results.
As disclosed in Item 5. Other Information of Part II of AirNets Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2007, on November 6, 2007, AirNets Board of
Directors, upon the recommendation of the Compensation Committee, adopted an amendment to AirNets
2007 Incentive Compensation Plan to provide that, for purposes of computing the pre-tax income of
AirNet upon which incentive compensation would be based, the $2.2 million non-cash impairment
charge recorded by AirNet in the fiscal quarter ended September 30, 2007, will be disregarded and
the pre-tax income for the fiscal year ending December 31, 2007, will be computed as if no
impairment charge had been incurred.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits:
The following exhibit is included 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 November 12, 2007 to report
results for the three months and nine months ended September 30, 2007.
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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: November 14, 2007
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By:
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/s/ Ray L. Druseikis
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Ray L. Druseikis
Vice President and Controller;
Interim Chief Financial Officer,
Treasurer and Secretary
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INDEX TO EXHIBITS
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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 November 12, 2007 to report
results for the three and nine months ended September 30, 2007.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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CONTACT:
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AirNet Systems, Inc.
Ray Druseikis
(614) 409-4996
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InvestQuest, Inc.
Bob Lentz
(614) 876-1900
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AirNet Systems, Inc. Reports Third Quarter 2007 Results
COLUMBUS, Ohio
(November 12, 2007) AirNet Systems, Inc. (AMEX: ANS) today reported non-GAAP
income from continuing operations before income taxes and asset impairment charges of $2.2 million
for the three month period ended September 30, 2007 compared to $3.8 million for the same period in
2006. On a GAAP basis, AirNet incurred a loss from continuing operations before income taxes of
$(0.1) million for the three month period ended September 30, 2007 compared to a loss from
continuing operations before income taxes of $(20.7) million for the same period last year.
Pursuant to the requirements of Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets
, AirNet recorded non-cash impairment
charges of $2.2 million and $24.6 million in the third quarter 2007 and 2006, respectively. These
charges were based on the continuing trends in the implementation of electronic payment
alternatives as well as electronic alternatives to the physical movement of cancelled checks.
Non-GAAP income from continuing operations before income taxes and asset impairment charges was
$7.8 million for the nine month period ended September 30, 2007 compared to $10.0 million for the
same period in 2006. On a GAAP basis, AirNets income from continuing operations before income
taxes for the first nine months of 2007 was $5.5 million compared to a loss from continuing
operations before income taxes of $(14.5) million for the same period in 2006.
On a GAAP basis, AirNet incurred a net loss of $(1.5) million, or $(0.15) per basic and diluted
share, for the three month period ended September 30, 2007 compared to a net loss of $(18.1)
million, or $(1.79) per basic and diluted share, for the same period last year. AirNets net
income for the first nine months of 2007 was $3.9 million, or $0.38 per diluted share, compared to
a net loss of $(14.5) million, or $(1.43) per basic and diluted share, a year ago.
At September 30, 2007, AirNet had no loans outstanding under its revolving credit facility or term
loan versus an aggregate amount of $9.9 million in loans outstanding on the same date last year.
Bruce D. Parker, Chairman of the Board and Chief Executive Officer, said, During the third quarter
of 2007, we continued to perform well given the trends in the banking industry that are adversely
impacting our business. The $3 million decline in Bank Services revenues compared to the third
quarter of 2006 reflects reduced levels of activity and shipment volume. Shipment volumes of
weekday cancelled checks and Bank Services net revenue declined 30% and 11%, respectively, for the
third quarter 2007 compared to the same period last year. We expect that trend to continue. On
October 15, 2007, we announced a new tiered pricing structure reflecting different pricing for
different shipment originations and destinations for our weekday Bank Services customers. We
intend to provide a level of service that is mutually beneficial to AirNet and the banking industry
by better aligning price with our cost to serve, provide the banking industry direction and protect
the service for the core cities.
Mr. Parker continued, Given the uncertainties regarding the timing and impact of further declines
in Bank Services, the Company was required to record a $2.2 million non-cash impairment charge in
the third quarter of 2007. Excluding the impact of the impairment charge, the Company was
profitable for the quarter and generated approximately $2.2 million in income from continuing
operations before income taxes.
We will continue our efforts to grow Express Services, particularly in dedicated charter flying.
However, Express Services contribution margins are currently not sufficient to offset expected
further declines in Bank Services volumes and revenue, which caused the Company to implement the
recently announced tiered pricing structure and increased rates for Bank Services customers. The
continuing decline in Bank Services revenues will require the Company to reexamine our future
operating markets and our business strategy, and to further reconfigure and reduce AirNets air
transportation network and other expenses into the future. AirNets profitability will also be
significantly and adversely affected in the future.
Third Quarter 2007 Results
Bank Services net revenues, including fuel surcharges, declined 11% to $24.6 million for the third
quarter 2007 from $27.6 million a year ago. Total pounds shipped per flying day for Bank Services
decreased approximately 25% for the third quarter 2007 compared to the same period in 2006. This
was due to a 30% reduction in the volume of weekday cancelled checks delivered for bank customers
during the third quarter 2007 coupled with lower volume for proof of deposit (unprocessed checks),
interoffice mail and weekend shipments, compared to the third quarter 2006.
Express Services net revenues declined approximately 7% to $14.1 million for the third quarter 2007
from $15.2 million in the prior year, primarily due to a reduction in the number of Non Charter
Express shipments and related revenues associated with one customer which was partially offset by
increased shipping revenue from another Express Services customer requiring high custody and
shipment control . Approximately 45% of the third quarter 2007 decline was due to lower
fuel surcharges compared to the same period in 2006.
Costs and Expenses
Total costs and expenses were $39.5 million for the third quarter 2007 compared to $63.5 million
for the same period in 2006. The difference between costs and expenses for the 2007 and 2006
quarterly periods was primarily the $2.2 million and $24.6 million, respectively, non-cash
impairment charges.
Ground courier costs decreased 17% to $7.9 million for the third quarter 2007 from $9.5 million a
year ago primarily due to the decline in the number of Express Services shipments.
Depreciation expense declined 54% to $1.2 million for the third quarter 2007 compared to $2.7
million for the same period in 2006. This was generally attributable to lower aircraft values
reflecting the third quarter 2006 impairment charge and a decrease in flight hours versus a year
ago.
Aircraft fuel expense was $6.4 million for the third quarter 2007 versus $7.4 million for the third
quarter 2006. This $1.0 million decline was primarily due to the fewer number of hours flown
during the third quarter 2007 compared to a year ago.
Contracted air costs were approximately $4.0 million for the third quarter of 2007 and 2006. While
costs related to back-up and subcontracted air routes increased for the third quarter 2007,
commercial freight costs decreased due to the decline in Bank Services and Express Services
shipments utilizing commercial airlines versus the same period in 2006.
Aircraft maintenance costs increased to $5.3 million for the third quarter 2007 from $3.7 million
for the third quarter last year. This was primarily attributable to expensing approximately 75% of
the engine maintenance plan prepayments, the increase in retail maintenance services provided to
third parties, the timing of major maintenance events, and additional maintenance required for
older aircraft.
Selling, general and administrative costs rose to $4.6 million for the three months ended September
30, 2007, from $3.7 million for the same period a year ago. This increase was primarily due to
higher professional fees and an increased accrual for incentive compensation expense in 2007
compared to the same period in 2006.
Interest (Income) Expense
Interest income was $12,000 for the third quarter 2007 compared to interest expense of $0.2 million
for the same period in 2006. This was due to the Companys repayment of debt outstanding since the
third quarter 2006.
Income Taxes
The provision for income taxes was $1.5 million for the third quarter 2007 compared to a tax
benefit of $2.3 million for the same period in 2006. The significant tax expense recognized in
the third quarter 2007 was the result of adjusting the Companys annualized effective tax rate
upward to 29.8% to reflect an increase in forecasted pretax income for 2007 from that anticipated
in the prior quarter and a full valuation allowance recognized against the tax benefit of the
current quarter impairment charge. The effective tax benefit rate for the third quarter of 2006
was 11%. The lower effective tax rate in 2006 was the result of a net increase in the valuation
allowance for deferred tax assets recognized in that quarter.
Nine-Month Results
Total net revenues were $123.1 million for the nine months ended September 30, 2007, a decline of
approximately 5% from $130.0 million for the same period a year ago. The largest decrease compared
to the first nine months of 2006 was in Bank Services net revenues, which were $77.0 million, or
$8.0 million below the prior year. Express
Services net revenues declined approximately 2% for the 2007 year-to-date period to $43.5 million,
while Aviation Services net revenues increased to $2.7 million compared to $0.8 million a year ago.
The total number of pounds shipped per flying day for Bank Services declined approximately 23% for
the first nine months of 2007 versus the same period last year. This was principally due to a 27%
decline in the volume of weekday cancelled check pounds shipped per flying day for Bank Services
compared to the 2006 year-to-date period.
Express Services net revenues were $43.5 million for the nine-month period ended September 30,
2007, a $0.8 million decline from $44.3 million for the same period in 2006. Fuel surcharge
revenues were $5.4 million or $1.6 million below the first nine months of last year. While the
total number of Non Charter Express shipments declined approximately 13% during the first nine
months of 2007 compared to the same period in 2006, the impact of this decrease was offset by
higher average weight per shipment and rate increases.
Costs and Expenses
Total costs and expenses were $117.3 million for the first nine months of 2007 compared to $143.3
million for the same period last year. The Company recorded impairment charges of $2.2 million and
$24.6 million in the third quarters of 2007 and 2006, respectively, in accordance with the
requirements of Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the
Impairment or Disposal of Long-Lived Assets
. Also contributing to the decline in total costs and
expenses in the first nine months of 2007 was a $0.9 million net gain on the disposition of
aircraft reflecting the excess of insurance proceeds over the net book value of the aircraft.
Excluding the impairment charges and net gain on disposition of assets, total costs and expenses
for the first nine months of 2007, declined to $115.9 million for the first nine months of 2007
from $118.9 million a year ago.
Depreciation expense declined to $3.7 million for the first nine months of 2007 from $8.4 million
for the same period last year primarily because of the 2006 impairment charge which reduced
aircraft values coupled with a decline in the number of flight hours compared to 2006.
Aircraft fuel expense declined approximately 15% to $18.9 million for the 2007 year-to-date period
from $22.1 million in 2006 primarily due to a decline in the number of hours flown.
Contracted air costs declined to $11.6 million for the first nine months of 2007 compared to $12.6
million a year ago. This $1.0 million decline was primarily due to the reduced use of back-up and
third party air operators due to the elimination and restructuring of certain air routes throughout
2007.
Aircraft maintenance expense increased to $18.6 million for the 2007 year-to-date period from $12.0
million the prior year. This was due to expensing approximately 75% of the engine maintenance plan
prepayments, the increase in retail maintenance services, the timing of major maintenance events,
and increased maintenance related to older aircraft.
Interest Expense
Interest expense declined to $0.3 million for the nine months ended September 30, 2007 from $1.2
million for the same period in 2006. This was due to lower average debt outstanding for the 2007
year-to-date period. AirNet had no outstanding debt at September 30, 2007.
Income Taxes
The provision for income taxes was $1.7 million for the first nine months of 2007 compared to a tax
benefit of $44,000 for the same period last year. The effective income tax rate for the first nine
months of 2007 was 29.8%. The year-to-date effective tax rate was less than the statutory
federal, state and local rate as a result of a reversal of the valuation allowance for deferred tax
assets primarily impacted by the current year utilization of alternative minimum tax credits offset
to a lesser extent by nondeductible permanent items. The unusually low effective tax benefit rate
of 0.3% for the first nine months of 2006 was the result of a net increase in the valuation
allowance for deferred tax assets that was recognized in the third quarter of 2006.
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, 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 document, 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. 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,
2006 and ITEM 1A RISK FACTORS of Part II of the Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2007, could cause actual results to differ materially from those
expressed in our forward-looking statements: 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 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; the continued acceleration of 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 (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 the new pricing structure; AirNets inability to execute strategic initiatives to
expand into new business lines in connection with the failure of Express Services revenues to
replace declining Bank Services revenues; pilot shortages which could result in 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 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;
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; insufficient capital for
future expansion; and the impact of unusual items resulting from ongoing evaluations of AirNets
business strategies; 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 United States Securities and Exchange
Commission. 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, 2006 of AirNet Systems, Inc. (File No. 1-13025) and the disclosure
included in ITEM 1A RISK FACTORS of Part II of the Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2007 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
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In thousands, except per share data
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2007
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2006
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2007
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2006
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NET REVENUES, NET OF EXCISE TAX
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Bank services
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$
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24,559
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$
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27,559
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$
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76,988
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$
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84,944
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Express services
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14,100
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15,243
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43,454
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44,268
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Aviation services
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771
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185
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2,670
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834
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Total net revenues
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39,430
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42,987
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123,112
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130,046
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COSTS AND EXPENSES
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Aircraft fuel
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6,395
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7,411
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18,905
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22,125
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Aircraft maintenance
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5,310
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3,737
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18,611
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12,021
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Operating wages and benefits
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4,628
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4,719
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14,079
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14,430
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Contracted air costs
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4,018
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3,968
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11,589
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12,576
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Ground courier
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7,926
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9,517
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25,591
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26,414
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Depreciation
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1,216
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2,663
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3,718
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8,415
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Insurance, rent and landing fees
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1,861
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2,045
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6,057
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6,034
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Travel, training and other operating
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1,358
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1,253
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4,451
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3,931
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Selling, general and administrative
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4,568
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3,686
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12,948
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12,923
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Net (gain) on disposition of assets
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(80
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(883
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(92
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Impairment of assets
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2,217
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24,560
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2,217
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24,560
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Total costs and expenses
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39,497
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63,479
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117,283
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143,337
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Income (loss) from continuing operations before interest and income taxes
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(67
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(20,492
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)
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5,829
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(13,291
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Interest expense (income)
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(12
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249
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295
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1,222
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Income (loss) from continuing operations before income taxes
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(55
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(20,741
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)
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5,534
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(14,513
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)
|
|
Provision (benefit) for income taxes
|
|
|
1,450
|
|
|
|
(2,311
|
)
|
|
|
1,650
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(1,505
|
)
|
|
|
(18,430
|
)
|
|
|
3,884
|
|
|
|
(14,469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
313
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(1,505
|
)
|
|
$
|
(18,117
|
)
|
|
$
|
3,884
|
|
|
$
|
(14,452
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.15
|
)
|
|
$
|
(1.82
|
)
|
|
$
|
0.38
|
|
|
$
|
(1.43
|
)
|
|
Discontinued operations
|
|
|
|
|
|
|
0.03
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share basic and diluted
|
|
$
|
(0.15
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
0.38
|
|
|
$
|
(1.43
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP to Non-GAAP Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
$
|
(55
|
)
|
|
$
|
(20,741
|
)
|
|
$
|
5,534
|
|
|
$
|
(14,513
|
)
|
|
Impairment of assets
|
|
|
2,217
|
|
|
|
24,560
|
|
|
|
2,217
|
|
|
|
24,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes and
impairment of assets (Non-GAAP) (Note 1)
|
|
$
|
2,162
|
|
|
$
|
3,819
|
|
|
$
|
7,751
|
|
|
$
|
10,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
$
|
39,497
|
|
|
$
|
63,479
|
|
|
$
|
117,283
|
|
|
$
|
143,337
|
|
|
Net (gain) on disposition of assets
|
|
|
|
|
|
|
(80
|
)
|
|
|
(883
|
)
|
|
|
(92
|
)
|
|
Impairment of assets
|
|
|
2,217
|
|
|
|
24,560
|
|
|
|
2,217
|
|
|
|
24,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses before net gain on disposition of assets and
impairment of assets (Non-GAAP) (Note 2)
|
|
$
|
37,280
|
|
|
$
|
38,999
|
|
|
$
|
115,949
|
|
|
$
|
118,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1 Under generally accepted accounting principles (GAAP), impairment of assets is required to be included in the income from continuing operations before income taxes.
The Company believes that the presentation of the following supplemental information, excluding the impairment of assets, is useful and informative to readers in providing a
more complete view of AirNets operating results.
Note 2 Under generally accepted accounting principles (GAAP), net (gain) on disposition of assets and impairment of assets is required to be included in total costs and
expenses. The Company believes that the presentation of the following supplemental information, excluding the net (gain) on disposition of assets and impairment of assets,
is useful and informative to readers in providing a more complete view of AirNets operating results.