8-K

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): August 21, 2007 (August 14, 2007)

AirNet Systems, Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-13025	31-1458309
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7250 Star Check Drive, Columbus, Ohio 43217

(Address of principal executive offices) (Zip Code)

(614) 409-4900

(Registrant’s 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))

Item 2.02.  Results of Operations and Financial Condition.

     On August 14, 2007, AirNet Systems, Inc. (“AirNet”) issued a news release reporting results for the three months and six months ended June 30, 2007. The August 14, 2007 news release is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     The August 14, 2007 news release includes information relating to “income from continuing operations before income taxes and net gain on disposition of assets” for each of the three-month and six-month periods ended June 30, 2007 and June 30, 2006. “Income from continuing operations before income taxes and net gain on disposition of assets” is a non-GAAP financial measure as defined in SEC Regulation G. The August 14, 2007 news release includes a reconciliation of “income from continuing operations before income taxes and net gain on disposition of assets” to AirNet’s reported GAAP financial measure of “income from continuing operations before income taxes” for each of the three-month and six-month periods ended June 30, 2007 and June 30, 2006. AirNet presented the non-GAAP financial measure to show results of operations excluding 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 AirNet’s operating results.

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:

Exhibit No.	Description
99.1	News Release issued by AirNet Systems, Inc. on August 14, 2007 to report results for the three months and six months ended June 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.

	AIRNET SYSTEMS, INC.
Dated: August 21, 2007	By:	/s/ Gary W. Qualmann
		Gary W. Qualmann
		Chief Financial Officer, Treasurer and Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release issued by AirNet Systems, Inc. on August 14, 2007 to report results for the three months and six months ended June 30, 2007.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:
AirNet Systems, Inc.
Gary Qualmann
(614) 409-4832
InvestQuest, Inc.
Bob Lentz
(614) 876-1900

AirNet Systems, Inc. Reports Second Quarter 2007 Results

COLUMBUS, Ohio (August 14, 2007) AirNet Systems, Inc. (AMEX: ANS) today reported net income of $3.5 million, or $0.35 per diluted share for the three month period ended June 30, 2007, versus $2.0 million, or $0.19 per diluted share, for the same period a year ago.

Total net revenues were $42.2 million for the three months ended June 30, 2007 compared to $44.4 million for the same period last year. A $3.2 million, or 11%, decline in Bank Services revenues compared to the second quarter of 2006 was offset, in part, by increases in Express Services and Aviation Services revenues versus the second quarter 2006. For the first six months of 2007, total net revenues declined 4%, to $83.7 million versus $87.1 million a year ago, primarily due to lower Bank Services net revenues.

For the first six months of 2007, net income was $5.4 million, or $0.53 per diluted share, compared to $3.7 million, or $0.36 per diluted share, a year ago. Net income for the three and six months ended June 30, 2006 included losses from discontinued operations, net of tax, of $(0.1) million, or $(0.01) per common share, and $(0.3) million, or $(0.03) per common share, respectively.

Net income benefited from a significant reduction in the provision for income taxes for the second quarter and first half of 2007 of $1.0 million and $2.1 million, respectively, from the comparable periods in 2006. The Company anticipates a lower annual effective tax rate in 2007 due to changes in the valuation allowance for deferred tax assets.

Bruce D. Parker, Chairman of the Board and Chief Executive Officer, stated, “Although we are generally pleased with the second quarter results, we are cognizant that the decline in Bank Services volumes and revenues have accelerated as a result of the banking industry’s transition to electronic alternatives. For the second quarter, Bank Services volumes and revenue declined by 27% and 11%, respectively, compared to the same period last year. We expect that trend to continue. As we work to meet our bank customers’ needs, we will continue our efforts to grow our Express Services business. However, the current growth in Express Services revenues is not sufficient to offset the accelerating decline in Bank Services revenues, which will require us to further reconfigure and reduce AirNet’s air transportation network and also reduce other expenses in the future. Unfortunately, as we go forward, AirNet’s profitability will also be significantly and adversely affected”.

Second Quarter 2007 Results

Total Bank Services net revenues, including fuel surcharges, declined $3.2 million, or 11%, to $25.9 million for the second quarter 2007 from $29.1 million a year ago.

Total pounds shipped per flying day for Bank Services declined approximately 23% for the second quarter 2007 compared to the same period in 2006. This was due to a 27% decline

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in the volume of weekday cancelled checks delivered for bank customers during the second quarter 2007, as well as decreases in the volume of proof of deposit (unprocessed checks), interoffice mail and weekend shipments, compared to the second quarter 2006.

Total Express Services net revenues increased to $15.1 million for the second quarter 2007 compared to $15.0 million in the prior year. This increase in revenue was primarily attributable to increased weight per shipment and rate increases, which were offset by a reduction in fuel surcharges and a 10% decline in shipping volume during the second quarter compared to the same period in 2006.

Costs and Expenses

Total costs and expenses decreased $2.3 million, or 6%, to $38.4 million for the second quarter 2007 from $40.7 million for the same period in 2006. During the second quarter 2007, the Company benefited from lower operating expenses as a result of the reduction in AirNet’s flight schedule that took effect on March 26, 2007.

Depreciation expense decreased $1.6 million to $1.3 million in the second quarter 2007 from $2.9 million for the comparable period in 2006. This decline was attributable to the third quarter 2006 impairment charge, which lowered the depreciable asset basis of AirNet’s aircraft, plus lower aircraft engine depreciation due to the decline in engine hours operated compared to the second quarter 2006.

Total aircraft fuel expense declined $1.3 million to $6.4 million due to a decrease in the number of hours flown during the second quarter 2007 and lower average fuel prices compared to a year ago.

Contracted air costs decreased $0.7 million to $3.8 million versus the second quarter 2006, primarily due to the reduction in use of third-party air operators; and selling, general and administrative costs declined approximately $0.7 million to $4.1 million in 2007 primarily due to decreased incentive compensation costs.

The decline in total costs and expenses was partially offset by higher aircraft maintenance costs which increased to $6.0 million, or $1.9 million above the same period last year, reflecting the expensing versus capitalization of 75% of engine maintenance program payments which began in the fourth quarter 2006, major overhauls of certain jet engines not on the manufacturer’s engine maintenance program, scheduled major inspection and component replacements, and additional maintenance costs related to increased retail maintenance services provided to third parties.

Interest Expense and Total Debt Outstanding

Interest expense decreased to $0.2 million for the second quarter of 2007 versus $0.4 million for the same period in 2006 because of lower average debt outstanding.

The Company’s total debt outstanding at June 30, 2007 was $2.5 million versus $22.4 million on the same date in 2006.

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Income Taxes

The provision for income taxes was $0.1 million for the second quarter 2007 compared to $1.1 million the prior year. The Company anticipates a lower annual effective tax rate in 2007 due to changes in the valuation allowance for deferred tax assets.

Six Month Results

Total Bank Services net revenues, including fuel surcharges, decreased $5.0 million, or 9%, to $52.4 million for the first six months of 2007 from $57.4 million a year ago.

Total pounds shipped per flying day for Bank Services declined approximately 23% for the 2007 year-to-date period compared to the first half of 2006. This was primarily due to a 26% decline in the volume of weekday cancelled checks delivered for Bank Services customers during the first six months of 2007 compared to the prior year.

Total Express Services net revenues for the six month period ended June 30, 2007 increased 1% to $29.4 million compared to $29.0 million in the prior year. Although the total number of Non Charter Express shipments declined approximately 9% during the first half of 2007 compared to the same period in 2006, the decline in the number of shipments was offset by increased weight per shipment and rate increases.

Costs and Expenses

Total costs and expenses declined $2.1 million, or 3%, to $77.8 million for the first half of 2007 from $79.9 million for the same period last year. Contributing to the decline in total costs and expenses in first half 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.

Depreciation expense decreased $3.3 million, or 57%, to $2.5 million in the first half of 2007 from $5.8 million for the comparable period in 2006. This decline was attributable to the third quarter 2006 impairment charge and lower aircraft engine depreciation due to a decline in engine hours operated compared to the first half of 2006.

Total aircraft fuel expense declined $2.2 million to $12.5 million due to a decrease in the number of hours flown and lower average fuel prices compared to the first half of 2006. Contracted air costs decreased $1.0 million to $7.6 million versus the first half of 2006, primarily due to the reduction in the use of third-party air operators. Selling, general and administrative costs declined approximately $0.8 million to $8.4 million, primarily due to decreased incentive compensation costs versus 2006.

The decrease in total costs and expenses was partially offset by higher aircraft maintenance costs which increased to $13.3 million, or $5.1 million above the same period last year, reflecting the expensing versus capitalization of 75% of engine maintenance program payments beginning in the fourth quarter 2006, major overhauls of certain jet engines not on the manufacturer’s engine maintenance program, scheduled major inspection and component replacements, and additional maintenance costs related to increased retail maintenance services provided to third parties.

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Interest Expense

Interest expense decreased to $0.3 million for the first half of 2007 compared to $1.0 million for the first half of 2006 because of lower average debt outstanding.

Income from Continuing Operations before Income Taxes

For the first half of 2007, income from continuing operations before income taxes was $5.6 million compared to $6.2 million in 2006. First half 2007 income from continuing operations benefited from a $0.9 million gain on disposition of aircraft reflecting the excess of insurance proceeds over the net book value of the aircraft. Excluding the gain, income from continuing operations before income taxes for the first half 2007 was $4.7 million compared to $6.2 million for the same period in 2006.

Income Taxes

The provision for income taxes was $0.2 million for the first half of 2007 versus $2.3 million last year. The Company anticipates a lower annual effective tax rate in 2007 due to changes in the valuation allowance for deferred tax assets.

AirNet Systems, Inc.

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 AirNet’s 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 AirNet’s 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 AirNet’s business, or the Federal Reserve, which could change the competitive environment of transporting cancelled checks; changes in the way the FAA is funded could increase AirNet’s operating costs; changes in check processing and shipment patterns of bank customers; the continued acceleration of migration of AirNet’s Bank Services customers to electronic alternatives to the physical movement of cancelled checks; AirNet’s ability to reduce its cost structure to match declining revenues and operating expenses; disruptions to the Internet or AirNet’s technology infrastructure, including those impacting AirNet’s computer systems and corporate website; the impact of intense competition on AirNet’s 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 AirNet’s air transportation network, customer demand for AirNet’s various services or the prices it obtains for its services; pilot shortages which

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could result in a reduction in AirNet’s 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 AirNet’s 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 AirNet’s fuel surcharge program; acts of war and terrorist activities; the acceptance of AirNet’s 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 AirNet’s business strategies; as well as other economic, competitive and domestic and foreign governmental factors affecting AirNet’s 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 disclosures included in “ITEM 1A — RISK FACTORS” of Part I and in the section captioned “Forward-looking statements” in “ITEM 7 — MANAGEMENT’S 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 AirNet’s results and cause those results to differ materially from those expressed in the forward-looking statements.

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AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited

In thousands, except per share data	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
NET REVENUES, NET OF EXCISE TAX
Bank services	$	25,935		$	29,101		$	52,429		$	57,385
Express services		15,140			14,981			29,354			29,025
Aviation services		1,095			272			1,899			649
Total net revenues		42,170			44,354			83,682			87,059
COSTS AND EXPENSES
Aircraft fuel		6,387			7,723			12,510			14,715
Aircraft maintenance		5,973			4,128			13,301			8,223
Operating wages and benefits		4,519			4,736			9,451			9,711
Contracted air costs		3,788			4,439			7,571			8,608
Ground courier		8,759			8,717			17,665			16,896
Depreciation		1,256			2,930			2,502			5,813
Insurance, rent and landing fees		2,058			2,112			4,196			3,989
Travel, training and other operating		1,509			1,147			3,093			2,678
Selling, general and administrative		4,118			4,772			8,380			9,237
Net (gain) on disposition of assets		(3	)		(4	)		(883	)		(12	)
Total costs and expenses		38,364			40,700			77,786			79,858
Income from continuing operations before interest and income taxes		3,806			3,654			5,896			7,201
Interest expense		175			443			307			973
Income from continuing operations before income taxes		3,631			3,211			5,589			6,228
Provision for income taxes		100			1,146			200			2,267
Net income from continuing operations		3,531			2,065			5,389			3,961
Income (loss) from discontinued operations, net of tax		—			(87	)		—			(296	)
Net income	$	3,531		$	1,978		$	5,389		$	3,665
Income (loss) per common share — basic and diluted:
Continuing operations	$	0.35		$	0.20		$	0.53		$	0.39
Discontinued operations		—			(0.01	)		—			(0.03	)
Net income per common share — basic and diluted	$	0.35		$	0.19		$	0.53		$	0.36
Note - Under generally accepted accounting principles (GAAP), a net (gain) on disposition of assets is required to be included in the results of operations. The Company believes that the presentation of the following supplemental information, excluding the net (gain) on disposition of assets, is useful and informative to readers in providing a more complete view of AirNet’s operating results.
Reconciliation of GAAP to Non-GAAP Information:
Income from continuing operations before income taxes	$	3,631		$	3,211		$	5,589		$	6,228
Less: net (gain) on disposition of assets		—			—			(880	)		-
Income from continuing operations before income taxes and net (gain) on disposition of assets (Non-GAAP)	$	3,631		$	3,211		$	4,709		$	6,228

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