-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmdZ14JjT4dOcMS14Jgwi+kOB//BPR+yXpWPPYJHcYwVyIdAwjFUpJwo7X9ePGWW QF0Fj+fMysR5QOM9unqeMg== 0001104659-03-003080.txt : 20030226 0001104659-03-003080.hdr.sgml : 20030226 20030226145318 ACCESSION NUMBER: 0001104659-03-003080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET SYSTEMS INC CENTRAL INDEX KEY: 0001011696 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 311458309 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13025 FILM NUMBER: 03580845 BUSINESS ADDRESS: STREET 1: 3939 INTERNATIONAL GATEWAY CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 6142379777 MAIL ADDRESS: STREET 1: 3939 INTERNATIONAL GATEWAY STREET 2: 3939 INTERNATIONAL GATEWAY CITY: COLUMBUS STATE: OH ZIP: 43219 8-K 1 j7910_8k.htm 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): February 21, 2003

 

 

 

AIRNET SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Ohio

 

1-13025

 

31-1458309

(State or other

jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

3939 International Gateway, Columbus, Ohio 43219

(Address of principal executive offices) (Zip Code)

 

(614) 237-9777

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address,

if changed since last report.)

 



 

Item 5.    Other Events and Regulation FD Disclosure.

 

On February 21, 2003, AirNet Systems, Inc. issued a press release announcing its fourth quarter and full year 2002 results.  The press release is attached hereto as Exhibit 99 and incorporated herein by reference.

 

Item 7.    Financial Statements and Exhibits.

 

(a) and (b)              Not applicable.

 

(c)           Exhibits:

 

The press release described in Item 5 of this Current Report on Form 8–K is attached hereto as Exhibit 99.

 

 

 

[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.

 

 

AIRNET SYSTEMS, INC.

 

 

 

 

Dated: February 26, 2003

By:

/s/ William R. Sumser

 

 

 

William R. Sumser

Chief Financial Officer, Treasurer, Secretary and Vice President, Finance

 

3



 

INDEX TO EXHIBITS

 

 

Current Report on Form 8-K

Dated February 26, 2003

 

 

AirNet Systems, Inc.

 

 

 

Exhibit No.

 

Description

 

 

 

99

 

Press Release issued by AirNet Systems, Inc. on February 21, 2003

 

4


EX-99 3 j7910_ex99.htm EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

For Additional Information Contact:

 

AirNet Systems, Inc.

 

InvestQuest, Inc.

 

 

Julie Hughes

 

Robert Lentz

 

 

(614) 236-3840

 

(614) 876-1900

 

AIRNET SYSTEMS, INC. REPORTS

FOURTH QUARTER AND YEAR 2002 RESULTS

 

COLUMBUS, Ohio (February 21, 2003) AirNet Systems, Inc. (NYSE: ANS) reported results for the three months and twelve months ended December 31, 2002.

 

Net revenues rose 5.6% to $37.5 million for fourth quarter 2002 from $35.5 million for the same period in 2001.  Express services revenue increased to $11.1 million or 29.6% of total revenue and Aviation services revenue nearly tripled to $1.7 million for the fourth quarter of 2002 compared to the same period in 2001.  These increased sales were partially offset by a $0.7 million decline to $24.7 million in Bank services revenue for fourth quarter 2002.

 

The Company had a net loss of $0.3 million, or $0.03 per diluted share, for the three months ended December 31, 2002 compared to net income of $2.1 million, or $0.21 per diluted share, for the same period last year.

 

Joe Biggerstaff, chairman and chief executive officer, stated “We are disappointed in the results for fourth quarter 2002.  The decline in Bank services revenue reflected increased competitive factors and additional cost reduction initiatives by our customers.  The Company’s contract for weekend business with the Federal Reserve was not renewed in fourth quarter 2002, which resulted in a $0.7 million loss of revenue compared to the same quarter last year.   This was minimally offset by new check delivery business that was added late in the quarter.  We are adapting to changes in the banking industry by reconfiguring our operational structure and its associated costs to align it with the volume and revenue changes.  We have also developed a new pricing model for our major bank customers to attract greater volumes and benefit both AirNet and our bank customers.

 

Positive trends continued during 2002 regarding revenue growth in Express services and Aviation services, as reflected in their contribution to the Company’s increase in total revenue. Although we did experience a somewhat higher than expected decline in shipment volume in November and December, the market for our services rebounded in January to shipment counts close to our October level.  In the fourth quarter of 2002, Express services revenue accounted for 29.6% of total revenue compared to 26.8% in the fourth quarter of 2001, while Aviation services rose to 4.4% of total revenue in the fourth quarter of 2002 due to significant growth in the private passenger charter business.”

 

Mr. Biggerstaff also stated, “We will continue to pursue our multi-year strategy to transform AirNet into a company that maximizes utilization of its unique airline by responding to growth opportunities for our Express business, while also continuing to respond to the needs of our bank customers.  This will require significant changes in our route structure and a greater investment in sales and marketing to diversify the company.  The Board of Directors has authorized management to explore a wide range of strategic alternatives to enhance AirNet’s long-term growth and profitability.  This evaluation is underway and will include a comprehensive internal review of current growth strategies as well as examination of external alternatives for development of the business.  Decisions regarding these matters are anticipated later this year.”

 

(more)

 



 

Fourth Quarter Results

 

Bank services revenue declined 2.6% to $24.7 million for the three months ended December 31, 2002 compared to the same period in 2001.  Positive revenue contributions from new routes established during the fourth quarter of 2002 and a security surcharge implemented in third quarter 2002 were offset by the impact of the holidays and by lower shipment volume, particularly for the weekend program.

 

Express services revenue improved 16.5% to $11.1 million for fourth quarter 2002 from $9.5 million the prior year.  Solid revenue growth was achieved for shipments on AirNet’s airline, which accounted for 72.3% of Express shipments.  In addition, revenue from Mercury Business Services increased 11.6% for the fourth quarter compared to a year ago.  Medical shipments continued to achieve significant growth through increased market penetration in select markets combined with expansion into additional Medical markets such as organ procurement and cell therapy.  Revenues from Medical shipments increased 39.4% in the fourth quarter of 2002 compared to the same period in 2001.

 

Aviation services revenue nearly tripled to $1.7 million for fourth quarter 2002 from $0.6 million a year ago.  Charter passenger revenue represented the most significant portion of the quarter-over-quarter increase.

 

Total costs and expenses were $37.5 million for fourth quarter 2002 versus $31.5 million the prior year.  The private passenger charter business accounted for $1.1 million of the increase, primarily in the areas of pilot wages, fuel, maintenance, aircraft lease, crew training and insurance expenses.  Other operational wages and benefits rose an additional $0.7 million due to higher payroll, employee benefits, and other compensation compared to fourth quarter 2001.  Aircraft fuel expense was $0.7 million above fourth quarter 2001 due to a 12.3% increase in hours flown by the airline and higher average fuel prices.  The Company’s fuel surcharge program had a positive impact on aircraft fuel expense for the fourth quarter of 2002.  Aircraft maintenance expense rose $0.7 million for fourth quarter 2002 versus last year as a result of the higher number of flying hours.  Depreciation increased $0.6 million for fourth quarter 2002 due to the addition of aircraft and related items compared to a year ago.  Substantial increases in aircraft lease expense, aircraft insurance and crew training were the principal factors impacting the $0.8 million increase in other operating expenses for fourth quarter 2002 versus a year ago.

 

Year 2002 Results

 

Net revenues for the twelve months ended December 31, 2002 were $148.9 million versus $140.5 million for 2001.  Strong sales comparisons were achieved throughout 2002 for Express services and Aviation services, which increased $8.7 million and $3.5 million, respectively.  Bank services revenue declined $3.8 million for the year 2002 compared to 2001.  Lower check delivery volume, principally in the first half of 2002, combined with continuation of historically low interest rates, non-renewal of the Federal Reserve contract, and persistent weakness in the national economy contributed to the reduction in revenues.

 

(more)

 



 

Total expenses rose 11.3% to $141.6 million for the year 2002 from $127.1 million a year ago.  The increase in private passenger charter activity accounted for $3.4 million of the increased expenses for the year 2002.  Other factors included increases in wages and benefits, aircraft fuel, and other operating expenses.  Higher depreciation due to the increase in the number of aircraft in the year-over-year comparison represented $3.0 million of the increase for the year 2002 compared to 2001.

 

The Company recorded a $1.9 million non-cash after-tax charge, or $0.18 per diluted share, in accordance with its adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”).  Under the transition provisions of SFAS 142 this non-cash charge is a cumulative effect of an accounting change as of January 1, 2002, based on a review of goodwill associated with the 1998 purchase of Mercury Business Services. The review indicated that the $3.1 million (pretax) of remaining goodwill related to this acquisition was impaired as of January 1, 2002, and therefore the impairment charge was recorded.

 

Income prior to the non-cash charge pursuant to SFAS 142 was $3.4 million compared to $5.2 million for the year 2001.  The prior year results included a $1.7 million one-time impairment charge related to the Company’s ownership interest in The Check Exchange System Co.  Net income was $1.5 million, or $0.15 per diluted share, for the year 2002 versus $5.2 million, or $0.49 per diluted share, the prior year.

 

Bill Sumser, chief financial officer, commented, “Our fourth quarter revenue reflects the continued weakness in the economy as well as increased competitive pressures and decreasing check volumes within the banking industry. As previously reported, we are reviewing our ground operations to assist the regional management to find efficiencies and cut costs.  We are encouraged by these initial efforts and plan to expand them throughout the Company this year.  The fuel surcharge program implemented during the third quarter is working to reduce the impact of higher prices.  The near-term results are not as visible due to an increase in hours flown by our airline.

 

As we seek to balance both short-term and long-term needs during this period, we are taking steps to increase sales through profitable growth opportunities in the Express services business.  We are transforming our airline and adapting the route structure as well as the fleet mix to meet the requirements of Express customers and demands of the changing bank environment.  Barring new route requirements, we are targeting additional piston aircraft and the Learjet 25’s for elimination from our fleet in the coming year.  We expect pressure on our short-term earnings as we strive to achieve this longer term strategy.”

 

AirNet Fleet

 

The Company’s fleet strategy is to have appropriate aircraft to respond to growth and achieve improved operating performance.  The fifth and final Cessna Caravan aircraft ordered in 2001 was delivered during the fourth quarter of 2002.  The Company operates seven Learjets in its private passenger charter business.

 

(more)

 



 

Seven of the Company’s 18 Chieftain aircraft remained grounded during fourth quarter 2002 in accordance with a U.S. Federal Aviation Administration order issued in August 2002.  The grounding will continue until replacement engines or repair parts become available.  During fourth quarter 2002, the grounding resulted in increased utilization of other aircraft in the Company’s fleet and higher sublease costs paid to third party air providers.

 

AirNet Systems, Inc.

 

AirNet Systems Inc. operates AirNet Express, an integrated national air transportation network that provides expedited air transportation and passenger charter services to banks, medical customers, the U.S. government, and other time-critical small package shippers in more than 100 cities nationwide. The AirNet airline has more than 120 aircraft, including 36 Learjets, located strategically throughout the United States.  AirNet Express flies over half a million miles per week. AirNet’s fleet departs most cities several hours after other major package delivery companies. To find out more, visit AirNet’s Web site: www.airnet.com.

 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Except for the historical information contained herein, the matters discussed in this press release include forward-looking statements regarding future events and the future financial performance of the Company.  These forward-looking statements include comments on the Company’s future growth and operational strategies.  These statements involve certain risks and uncertainties that may cause the actual events or results to differ materially from those indicated by such forward-looking statements.  Potential risks and uncertainties include, but are not limited to, potential regulatory changes by the Federal Aviation Administration or the Federal Reserve; enactment of the Check Clearing Act of the 21st Century which could have an effect on AirNet’s cancelled check volumes; potential changes in federally mandated security requirements; acts of war and terrorist activities; adverse weather conditions; the impact of prolonged weakness in the U.S. economy on time-critical shipment volumes; changes in check processing and shipment patterns of bank customers; acceptance of the Company’s time-critical service offerings within targeted Express markets and other risks and uncertainties detailed from time to time in the Company’s periodic reports to the Securities and Exchange Commission.  Please refer to Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for additional details relating to risk factors that could affect AirNet’s results and cause those results to differ materially from those expressed in forward-looking statements.

 

(more)

 



 

AirNet Systems, Inc.

Consolidated Financial Summary

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2002

 

2001

 

2002

 

2001

 

Financial Data

 

 

 

 

 

 

 

 

 

(in thousands, except per share data):

 

 

 

 

 

 

 

 

 

Air transportation revenues:

 

 

 

 

 

 

 

 

 

Bank services

 

$

24,707

 

$

25,376

 

$

101,023

 

$

104,778

 

Express services

 

11,101

 

9,528

 

42,529

 

33,870

 

Aviation services and other

 

1,659

 

586

 

5,360

 

1,850

 

Total net revenues

 

37,467

 

35,490

 

148,912

 

140,498

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Wages and benefits

 

5,844

 

4,898

 

22,405

 

19,379

 

Aircraft fuel

 

3,875

 

3,045

 

15,611

 

12,594

 

Aircraft maintenance

 

3,276

 

2,487

 

12,305

 

10,961

 

Contracted air costs

 

3,917

 

3,846

 

14,257

 

15,868

 

Ground courier

 

6,264

 

5,957

 

24,415

 

22,960

 

Depreciation

 

4,682

 

3,960

 

17,786

 

14,760

 

Other

 

4,127

 

2,897

 

14,423

 

11,191

 

Selling, general and administrative

 

5,481

 

4,414

 

20,434

 

19,376

 

Total expenses

 

37,466

 

31,504

 

141,636

 

127,089

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1

 

3,986

 

7,276

 

13,409

 

 

 

 

 

 

 

 

 

 

 

Impairment on investment

 

 

 

 

1,744

 

Interest expense

 

425

 

364

 

1,649

 

1,668

 

Provision (benefit) for income taxes

 

(103

)

1,495

 

2,256

 

4,803

 

Income (loss) before cumulative effect of accounting change

 

(321

)

2,127

 

3,371

 

5,194

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of accounting change (note 2)

 

 

 

1,868

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

($321

)

$

2,127

 

$

1,503

 

$

5,194

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per share before cumulative effect of accounting change

 

 

 

 

 

 

 

 

 

Basic and dilutive

 

($0.03

)

$

0.21

 

$

0.33

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share Basic and dilutive

 

($0.03

)

$

0.21

 

$

0.15

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

- Basic

 

10,154

 

10,124

 

10,141

 

10,576

 

- Assuming dilution

 

10,186

 

10,218

 

10,261

 

10,636

 

 

(more)

AirNet Systems, Inc.

Consolidated Financial and Operational Summary

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2002

 

2001

 

2002

 

2001

 

Balance Sheet Data — (in thousands):

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

$

32,144

 

$

26,320

 

Net property and equipment

 

 

 

 

 

111,349

 

98,872

 

Total assets

 

 

 

 

 

148,514

 

133,079

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

16,667

 

11,540

 

Total debt

 

 

 

 

 

41,794

 

28,235

 

Shareholder’s equity

 

 

 

 

 

80,795

 

78,946

 

 

 

 

 

 

 

 

 

 

 

Operational Data:

 

 

 

 

 

 

 

 

 

Bank services:

 

 

 

 

 

 

 

 

 

Shipments

 

786,720

 

836,903

 

3,298,404

 

3,352,337

 

Pounds

 

7,283,837

 

7,976,774

 

31,043,350

 

32,608,098

 

 

 

 

 

 

 

 

 

 

 

Express services shipments:

 

 

 

 

 

 

 

 

 

ANX (on the AirNet airline)

 

42,232

 

35,543

 

163,088

 

125,186

 

SDX (on other carriers)

 

12,713

 

11,661

 

44,593

 

46,669

 

Charter

 

1,516

 

1,247

 

5,907

 

4,604

 

Ground

 

3,972

 

3,033

 

15,658

 

10,571

 

Mercury Business Services

 

117,849

 

112,011

 

445,457

 

441,316

 

Other

 

20

 

28

 

82

 

135

 

Total

 

178,302

 

163,523

 

674,785

 

628,481

 

 

 

 

 

 

 

 

 

 

 

Express services pounds:

 

 

 

 

 

 

 

 

 

ANX (on the AirNet airline)

 

1,025,512

 

829,038

 

3,048,328

 

2,438,144

 

SDX (on other carriers)

 

221,651

 

223,338

 

666,951

 

739,842

 

Charter

 

462,068

 

438,327

 

1,333,578

 

1,119,006

 

Ground

 

733,204

 

681,781

 

2,202,716

 

2,229,428

 

Mercury Business Services

 

440,126

 

342,863

 

1,256,561

 

1,122,847

 

Other

 

281

 

411

 

1,126

 

1,826

 

Total

 

2,882,842

 

2,515,758

 

8,509,260

 

7,651,093

 

 


Note 1:

Certain 2001 balances have been reclassified to conform to 2002 presentation.

 

Note 2:

Represents impaired value of goodwill related to the 1998 acquisition of Mercury Business Services.In accordance with adoption of SFAS 142, impairment is a cumulative effect of a change in accounting principles as of January 1, 2002.

 

###

 


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