EXHIBIT 99.1
AirNet Systems, Inc. Announces Third Quarter 2005 Results
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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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COLUMBUS,
Ohio November 21, 2005
AirNet Systems, Inc. (NYSE: ANS ) today reported total net
revenues increased 9.5% to $48.1 million for the three months ended September 30, 2005, compared to
$43.9 million for the same period in 2004. Higher fuel surcharge revenues represented $3.5 million
of the $4.2 million improvement over last years third quarter total net revenues. Delivery
services revenues were $3.2 million above the third quarter 2004, entirely due to higher fuel
surcharge revenues, while Passenger Charter services increased $1.0 million over the third quarter
2004, including $0.3 million of additional fuel surcharge revenues.
On October 26, 2005 , as previously disclosed, AirNet entered into a letter of intent to sell the
company to a nationally recognized private equity firm in a going private transaction for $4.55 per
share. Under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS No. 144), the fact that AirNet had entered into the letter of
intent to accept an offer at a price less than the net book value of AirNet was an event or change
in circumstance that required AirNet to evaluate whether its assets were impaired. In determining
the fair market value of AirNets assets, the company considered the $4.55 per share valuation
included in the letter of intent. A third party valuation firm was also engaged to provide
information to assist the company in completing the analysis under SFAS No. 144. Based on the fair
market value indicated by the $4.55 per share price and the third party valuation results, AirNet
recorded a non-cash impairment charge of $16.1 million ($10 million after tax) for the quarter
ended September 30, 2005. Following the impairment charge, the net book value of AirNet is
approximately $4.55 per share.
Excluding the non-cash impairment charges in each period, income before taxes was $3.4 million for
the third quarter 2005 and $1.2 million for the comparable period in the prior year. Due to the
non-cash impairment charge, the company had a loss of $12.7 million before income tax benefit for
the third quarter 2005, compared to a loss of $45.8 million, including non-cash charges of $47.0
million for impairment of assets and goodwill, for the same period last year.
Excluding the non-cash impairment charges in each period, net income was $2.1 million ($0.20 per
share) for the third quarter 2005 compared to $0.8 million ($0.08 per share) for the same period in
2004. The third quarter 2005 net loss was $7.9 million ($0.78 per share), including $10.0 million
after-tax ($0.98 per share) attributable to impairment of assets, versus a net loss of $30.2
million ($2.99 per share), including $31.0 million after-tax ($3.07 per share), attributable to
impairment charges, for the third quarter 2004.
Third Quarter 2005 Results
Delivery Services
Bank services revenues were $29.1 million for the third quarter 2005 versus $26.6 million for
the same period last year. Higher fuel surcharge revenues represented $2.1 million of this $2.5
million increase over the third quarter 2004.
Express services revenues were $13.6 million for the third quarter 2005 compared to $12.8 million a
year ago. Fuel surcharge revenues for the third quarter 2005 were $1.2 million above those for the
same period last year, offsetting the impact of lower shipments as well as lower transportation
charges for a significant customer during the quarter. Express services revenues were 31.8% of
total Delivery Services revenues for the third quarter 2005 compared to 32.5% for the third quarter
2004.
Passenger Charter Services
Passenger Charter services revenues increased 22.9% to $5.2 million for the third quarter 2005
from $4.3 million for the same period last year. The number of hours flown during the third quarter
2005 increased 15% despite the termination of aircraft management agreements, as previously
announced, involving three aircraft during the quarter. The company has identified direct cost
reductions of approximately 90% of the revenues lost related to elimination of these three managed
aircraft from the Passenger Charter fleet. Jetride, Inc
.,
AirNets wholly-owned passenger charter
subsidiary, operated 14 aircraft, 9 owned and 5 managed, at September 30, 2005 and 2004. Passenger
Charter services revenues rose to 10.9% of total net revenues for the third quarter 2005 from 9.7%
for the same period in 2004.
Costs and Expenses
Total costs and expenses were $59.8 million for the third quarter 2005 compared to $88.9
million for the same period last year, which included non-cash impairment charges of $16.1 million
and $47.0 million for the third quarter of 2005 and 2004, respectively. Passenger Charter services
represented 54% of the increase in the companys third quarter 2005 costs and expenses versus the
prior year when the non-cash impairment charges for both periods are excluded. Aircraft fuel
expense increased $1.5 million to $8.6 million for the third quarter 2005 compared to the same
period last year. Jet fuel costs were significantly higher for the third quarter 2005 versus third
quarter 2004. The company seeks to recover these increased costs through its fuel surcharge
program. Depreciation expense was $3.8 million for the third quarter 2005 or $1.8 million below the
same period last year due to the third quarter 2004 non-cash impairment charge which reduced the
asset value of the companys Delivery services aircraft. Aircraft maintenance expense was $5.0
million for the third quarter 2005 or $1.5 million above the same period last year, due to the
increase in flight hours for Passenger Charter services and additional maintenance for AirNets
Delivery services aircraft.
Nine Month Results
Total net revenues increased 16.9% to $147.9 million for the nine months ended September 30, 2005
from $126.5 million for the same period last year. Delivery Services revenues increased $10.0
million to $124.4 million for the 2005 year-to-date period, including $7.7 million of higher fuel
surcharge revenues. Bank Services revenues increased to $85.3 million for the first nine months of
2005 from $78.7 million for the same period in 2004. Approximately $4.9 million of this increase in
revenues was attributable to higher fuel surcharge revenues. The total volume of Bank Services
shipments transported during the first nine months of 2005, measured in pounds, was slightly below
the 2004 year-to-date period and the number of shipments for the same period in 2005 was below the
prior year.
Express Services revenues rose to $39.1 million for the first nine months of 2005 from $35.7
million for the same period last year. Higher fuel surcharge revenues represented $2.8 million of
the increase compared to the prior year.
Passenger Charter Services revenues increased to $23.1 million for the first nine months of 2005
compared to $11.5 million for the same period a year ago, primarily due to a 70% increase in hours
flown compared to the 2004 year-to-date period.
Total costs and expenses were $151.9 million for the nine months ended September 30, 2005 versus
$170.4 million for the same period last year, which included $16.1 million and $47.0 million of
non-cash impairment charges recorded for the first nine months of 2005 and 2004, respectively. Fuel
costs for the 2005 year-to-date period were $6.9 million higher than the same period last year;
however, net fuel expense remained flat compared to the first nine months of 2004 due to the
companys fuel surcharge program. Aircraft maintenance expense increased $4.7 million to $15.2
million due to additional maintenance required based on the average age of the companys Delivery
services aircraft and the higher number of hours flown by the Passenger Charter aircraft. Travel,
training and other expenses were $8.7 million for the first nine months of 2005 or $2.2 million
above the same period last year, primarily attributable to additional fees paid to managed aircraft
owners based on the increased number of hours flown this year. Depreciation declined 28.8% to $11.1
million for the first nine months of 2005 from $15.6 million the prior year due to the third
quarter 2004 impairment charge. Approximately 83% of the increase in costs and expenses for the
nine months ended September 30, 2005 versus the same period last year, excluding the non-cash
impairment charges for both periods, was directly related to growth in Passenger Charter services
and the significant increase in the number of passenger charter hours flown.
Excluding the non-cash impairment charges in each period, income before taxes was $9.1 million for
the nine months ended September 30, 2005 compared to $1.6 million for the nine months ended
September 30, 2004 . Loss before income tax benefit was $7.0 million for the first nine months of
2005, including $16.1 million for impairment of assets, compared to a loss of $45.4 million,
including $47.0 million for impairment of assets and goodwill, for the same period last year.
Excluding the non-cash impairment charges in each period, net income was $5.6 million ($0.55 per
share) for the nine months ended September 30, 2005 compared to $1.0 million ($0.10 per share) for
the nine months ended September 30, 2004. For the nine months ended September 30, 2005 , the net
loss was $4.4 million ($0.43 per share), including the $10.0 million after-tax ($0.98 per share)
charge for the impairment of assets, versus a net loss of $30.0 million ($2.98 per share),
including $31.0 million after-tax ($3.08 per share) charge for the impairment of assets and
goodwill, for the comparable 2004 year-to-date period.
Letter of Intent
On October 26, 2005, AirNet announced it had entered into a letter of intent for the sale to a
nationally recognized private equity investment firm in a going private transaction for $4.55 per
share. The letter of intent, which was unanimously recommended to AirNets Board of Directors by
the Special Committee of the Board and unanimously approved by AirNets Board, provides the private
equity investment firm with exclusivity until November 30, 2005 to complete its confirmatory due
diligence and execute a definitive merger agreement (which date may be extended by mutual consent
under certain circumstances until no later than December 15, 2005). The offer is not contingent on
the private equity investment firm obtaining any debt financing in addition to the amount currently
existing in the business. The proposed transaction, however, is subject to shareholder approval and
other conditions that would be set forth in a definitive agreement.
AirNet has discussed the SFAS No. 144 impairment issue with the private equity investment firm that
has entered into the letter of intent with the company. The private equity firm is continuing its
confirmatory due diligence and AirNet continues to believe that a definitive agreement can be
executed prior to the end of the previously disclosed exclusivity period.
New York Stock Exchange
By letter dated November 17, 2005 , AirNet was notified by the New York Stock Exchange (NYSE)
that NYSEs Listings and Compliance Committee agreed to the continued listing of AirNets common
shares through the completion of the going private transaction. NYSE has advised AirNet that NYSE
will continue to review the status of the going private transaction through February 2006, along
with other developments in respect of AirNet, and that if the going private transaction has not
closed by that time, NYSE will review the circumstances causing the delay, and reassess the
decision to continue the listing of AirNets common shares.
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 127 aircraft, 113 for its Delivery
services business and 14 for its Passenger Charter services business at September 30, 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, and, while AirNet
expects to be able to enter into a definitive agreement with the private equity investment firm,
there can be no assurances that such an agreement will be executed or that, if it is, it will
contain the same terms as described herein and in the companys October 26, 2005 and November 15,
2005 news releases. 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 expressed in forward-looking statements.
AIRNET SYSTEMS, INC.
OPERATING RESULTS AND SELECTED NON-GAAP FINANCIAL DATA
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Three Months Ended
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Nine Months Ended
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In thousands, except
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September 30,
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September 30,
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per share data
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2005
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2004
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2005
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2004
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NET REVENUES
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Delivery services, net of
excise tax:
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Bank services
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$
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29,126
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$
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26,616
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$
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85,264
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$
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78,678
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Express services
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13,569
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12,844
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39,102
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35,725
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Total delivery services
revenues
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42,695
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39,460
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124,366
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114,403
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Passenger charter services
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5,243
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4,266
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23,070
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11,532
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Aviation services and other
operations
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153
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211
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437
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613
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Total net revenues
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48,091
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43,937
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147,873
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126,548
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COSTS AND EXPENSES
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Wages and benefits
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5,973
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6,187
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18,371
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18,310
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Aircraft fuel
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8,624
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7,140
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25,799
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18,862
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Aircraft maintenance
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5,023
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3,567
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15,192
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10,448
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Contracted air costs
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3,552
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3,540
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10,646
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9,738
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Ground courier
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7,901
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7,465
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23,432
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22,494
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Depreciation
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3,818
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5,638
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11,088
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15,577
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Insurance, rent and landing
fees
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2,476
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2,230
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7,612
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7,432
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Travel, training and other
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1,784
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2,021
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8,725
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6,557
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Selling, general and
administrative
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4,584
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4,146
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15,045
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13,708
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Net (gain) loss on
disposition of assets
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18
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(34
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289
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Total costs and expenses before
impairment charges
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43,753
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41,934
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135,876
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123,415
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Impairment of assets
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16,073
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42,991
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16,073
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42,991
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Impairment of goodwill
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4,018
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4,018
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Total costs and expenses
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59,826
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88,943
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151,949
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170,424
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Loss from operations
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(11,735
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(45,006
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(4,076
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)
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(43,876
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)
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Interest expense
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1,007
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777
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2,886
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1,552
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Loss before income taxes
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(12,742
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)
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(45,783
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(6,962
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)
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(45,428
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)
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Benefit for income taxes
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(4,809
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(15,599
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(2,600
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)
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(15,446
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Net loss
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$
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(7,933
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)
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$
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(30,184
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)
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$
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(4,362
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)
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$
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(29,982
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)
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Net loss per share basic and
diluted
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$
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(0.78
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)
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$
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(2.99
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)
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$
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(0.43
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)
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$
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(2.98
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)
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In millions, except per share
data
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Three Months Ended
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Nine Months Ended
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In thousands, except
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September 30,
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September 30,
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per share data
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2005
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2004
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2005
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2004
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|
SELECTED NON-GAAP FINANCIAL DATA:
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Loss before income taxes
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$
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(12.7
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)
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$
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(45.8
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)
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$
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(7.0
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)
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|
$
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(45.4
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)
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Impairment charges
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16.1
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|
|
47.0
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16.1
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|
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47.0
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Income before income taxes and
impairment charges
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$
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3.4
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|
$
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1.2
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|
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$
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9.1
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$
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1.6
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Net loss
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$
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(7.9
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)
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$
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(30.2
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)
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$
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(4.4
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)
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$
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(30.0
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)
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Impairment charges net of tax
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10.0
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31.0
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10.0
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31.0
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Net income before impairment
charges
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$
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2.1
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$
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0.8
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$
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5.6
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$
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1.0
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Net loss per share-basic and
diluted
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$
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(0.78
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)
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$
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(2.99
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)
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$
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(0.43
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)
|
|
$
|
(2.98
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)
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Impairment charges net of tax
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|
|
0.98
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3.07
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0.98
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|
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3.08
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Net income per share before
impairment charges basic
and diluted
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$
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0.20
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$
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0.08
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$
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0.55
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$
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0.10
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Note AirNet has presented the selected non-GAAP financial data to show
results of operations excluding unusual charges for impairment of assets
and goodwill. The company believes this information is useful and
informative to readers in providing a more complete view of AirNets
operating results.
###