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: November 9, 2010

AVANTAIR, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-51115	20-1635240
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4311 General Howard Drive, Clearwater, Florida 33762

(Address of Principal Executive Offices)

Registrant's telephone number, including area code (727) 539-0071

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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  9, 2010, Avantair, Inc. (the Company) issued a press release announcing its financial and operational results for the fiscal first quarter ended September 30, 2010.  A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this section of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS.

99.1 Press Release, dated November 9, 2010.

SIGNATURES

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, thereunto duly authorized.

	AVANTAIR, INC.
Date: November 10, 2010	By:	/s/ Richard A, Pytak Jr.
		Richard A. Pytak Jr.
		Chief Financial Officer
		(Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	Press Release, dated November 10, 2010.

EX-99.1

Avantair, Inc. Reports First Quarter Fiscal 2011 Financial Results

Industry Leader Accelerates Scheduled Maintenance and Expenses in Response to Strong Sales

and Demand from Record Revenue Flight Hours

CLEARWATER, Fla. – November 9, 2010 — Avantair, Inc. (OTCBB: AAIR),the industry leader of fractional aircraft ownership and flight hour time cards in the light-jet cabin category and the only publicly traded stand-alone private aircraft operator, today announced financial results for the first quarter of fiscal 2011 ended September 30, 2010.

First Quarter Fiscal 2011 Performance:

· Operating loss of ($3.6) million and an EBITDA loss of ($2.3) million, compared with an operating profit of $0.2 million and EBITDA profit of $1.7 million for the first quarter of fiscal 2010.  This loss is attributed to the Company’s strategic decision to accelerate normal fleet maintenance costs in response to stronger sales, an increasing customer base and the forthcoming peak travel season.

· Total revenue increased to $35.8 million, up 2% year-over-year.

· Flight hour cards sold increased 21% to 104 from 86 flight hour cards sold during the first quarter of fiscal 2010.

· Three new fractional shares sold during the quarter and Axis Club Memberships sold increased to 11 from three sold in the first quarter of fiscal 2010.

· Revenue generating flight hours flown reached a new record of 10,418 hours.  This is an 11% increase compared with 9,356 hours in the first quarter of fiscal 2010, and a 7% increase compared with 9,725 hours in the fourth quarter of fiscal 2010.

· Fractional owner hours flown increased to a new record of 8,498, up from 8,172 in the first quarter of fiscal 2010, and 7,827 in the fourth quarter of fiscal 2010.

· Net loss attributable to common stockholders was ($5.2) million, or ($0.20) per share, based on 26.4 million weighted average shares outstanding. This compares with a net loss attributable to common stockholders of ($1.8) million, or ($0.11) per share, based on 16.5 million weighted average shares outstanding for the first quarter of fiscal 2010.

- more - 

Avantair, Inc.

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Steven Santo, Chief Executive Officer of Avantair said, “During the quarter we achieved our goals of expanding our customer base and preparing our growing fleet for enhanced utility and performance.  Sales remain strong as evidenced by another record quarter of revenue generating flight hours, and increased flight hour cards and Axis Club Membership purchases. Robust sales growth continues through October with the sale of an additional 38 flight cards.

“As previously announced, we accelerated required maintenance schedules in the fourth and first fiscal quarters. This investment in maintenance as well as the seasonal effect of our fractional owners flying record-high hours during the first quarter limited our operating results.  Looking forward, we expect to return to more typical operational ratios beginning in the second fiscal quarter. With the bulk of our maintenance now completed, we are on course to strengthen the availability of our fleet, increase our utility and make substantive financial strides,” Mr. Santo concluded.

Conference Call

Chief Executive Officer Steven Santo, Chief Financial Officer Richard Pytak and Chief Operating Officer Kevin Beitzel will host a conference call with the financial community on Tuesday, November 9, 2010, at 5:00 p.m. Eastern time to review the Company’s financial results and provide a further  update on business developments.

Interested parties may participate in the conference call by dialing 1-877-941-1428 (480-629-9665 for international callers). When prompted, ask for the “Avantair’s Fiscal 2011 First Quarter Earnings Conference Call.” The live conference call will also be webcast on the Company’s website at www.avantair.com under the Investors section.

A telephonic replay of the conference call may be accessed approximately two hours after the call through November 23, 2010, by dialing 800-406-7325 (303-590-3030 for international callers) and entering access code 4380320#.

Use of Non-GAAP Measure of Performance

The following table reflects the reconciliation of net loss, prepared in conformity with Generally Accepted Accounting Principles (GAAP) to the non-GAAP financial measure of EBITDA.

Avantair, Inc.

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Reconciliation of GAAP Net Loss to EBITDA

	ThreeMonthsEndedSeptember30,
	2010			2009
GAAP net loss	$	(4,814,309	)	$	(1,366,963	)
Add:
Depreciation and amortization		1,256,797			1,457,917
Interest expense		1,249,014			1,623,454
Subtract:
Interest and other income		(11,122	)		(7,413	)
EBITDA	$	(2,319,620	)	$	1,706,995

The Company believes that the non-GAAP financial measure of EBITDA is useful to investors as it excludes certain non-cash expenses that do not directly relate to the operation of aircraft. This measure is a supplement to accounting principles generally accepted in the United States used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures.  In addition, the Company’s non-GAAP measure may not be comparable to non-GAAP measures of other companies.

About Avantair

Avantair, the sole North American provider of fractional shares, flight time cards and Axis Club Membership in the Piaggio Avanti aircraft, and the only publicly traded stand-alone private aircraft operator, is headquartered in Clearwater, FL, with approximately 450 employees. The Company offers private travel solutions for individuals and businesses traveling within its service area, which includes the continental United States, Canada, the Caribbean and Mexico, at a fraction of the cost of whole aircraft ownership. The Company currently manages a fleet of 55 aircraft, with another 52 Piaggio Avanti aircraft on order through 2013. For more information about Avantair, please visit: www.avantair.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Avantair's future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions.  Avantair cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Avantair assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

Avantair, Inc.

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In addition to factors previously disclosed in Avantair's filings with the Securities and Exchange Commission (SEC) and those as may be identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: general economic and business conditions in the U.S. and abroad, changing interpretations of generally accepted accounting principles, changes in market acceptance of the company's products, inquiries and investigations and related litigation, fluctuations in customer demand, management of rapid growth, intensity of competition. The information set forth herein should be read in light of such risks.  Avantair does not assume any obligation to update the information contained in this press release.

Avantair’s filings with the SEC, accessible on the SEC's website at http://www.sec.gov, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

Contact:
Avantair, Inc.	The Piacente Group, Inc.
Richard Pytak	Brandi Floberg
Chief Financial Officer	Investor Relations
727-538-7910 x.105	212-481-2050
rpytak@avantair.com	avantair@tpg-ir.com

Avantair, Inc.

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AVANTAIR, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

ASSETS

	September 30,		June 30,
	2010		2010
CURRENT ASSETS
Cash and cash equivalents	$	6,932,807	$	9,446,619
Accounts receivable, net of allowance for doubtful accounts of  $201,653 at September 30, 2010 and $208,065 at June 30, 2010		14,512,533		10,976,129
Inventory		156,736		181,782
Current portion of aircraft costs related to fractional share sales		28,211,562		26,680,081
Prepaid expenses and other current assets		3,284,811		2,979,055
Total current assets		53,098,449		50,263,666
Aircraft costs related to fractional share sales, net of current portion		33,887,565		43,461,597
Property and equipment, at cost, net of accumulated depreciation and amortization of $17,078,389 at September 30, 2010 and $15,821,591 at June 30, 2010		21,470,076		22,583,073
OTHER ASSETS
Cash - restricted		2,359,404		2,358,558
Deposits on aircraft		7,883,834		7,883,834
Deferred maintenance on aircraft engines		932,945		603,515
Goodwill		1,141,159		1,141,159
Other assets		3,438,637		3,342,198
Total other assets		15,755,979		15,329,264
Total assets	$	124,212,069	$	131,637,600

Avantair, Inc.

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AVANTAIR, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

LIABILITIES AND STOCKHOLDERS' DEFICIT

	September 30,			June 30,
	2010			2010
CURRENT LIABILITIES
Accounts payable	$	4,484,548		$	4,723,718
Accrued liabilities		7,865,814			5,000,249
Customer deposits		1,695,584			1,358,988
Short-term debt		11,000,000			11,000,000
Current portion of long-term debt		6,637,702			4,202,726
Current portion of deferred revenue related to fractional aircraft share sales		30,533,280			32,770,605
Unearned management fee, flight hour card and Axis Club Membership revenues		38,706,299			35,126,401
Total current liabilities		100,923,227			94,182,687
Long-term debt, net of current portion		12,186,997			15,620,479
Deferred revenue related to fractional aircraft share sales, net of current portion		28,970,723			35,085,148
Deferred revenue related to Axis Club Membership sales, net of current portion		1,884,081			1,773,943
Other liabilities		2,863,133			2,520,537
Total long-term liabilities		45,904,934			55,000,107
Total liabilities		146,828,161			149,182,794
COMMITMENTS AND CONTINGENCIES
Series A convertible preferred stock, $.0001 par value, authorized 300,000 shares; 152,000 shares issued and outstanding		14,640,622			14,617,958
STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value, authorized 700,000 shares; none issued		-			-
Common stock, Class A, $.0001 par value, 75,000,000 shares authorized, 26,355,961 shares issued and outstanding at September 30, 2010 and 26,353,201 shares issued and outstanding at June 30, 2010		2,638			2,635
Additional paid-in capital		56,967,258			56,896,831
Accumulated deficit		(94,226,610	)		(89,062,618	)
Total stockholders' deficit		(37,256,714	)		(32,163,152	)
Total liabilities and stockholders' deficit	$	124,212,069		$	131,637,600

Avantair, Inc.

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AVANTAIR, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

	Three Months Ended September 30,
	2010			2009
Revenue
Fractional aircraft sold	$	9,197,823		$	11,978,836
Maintenance and management fees		18,418,706			17,974,569
Flight hour card and Axis Club membership revenue		6,157,395			3,858,470
Other revenue		2,008,192			1,393,009
Total revenue		35,782,116			35,204,884
Operating expenses
Cost of fractional aircraft shares sold		8,111,445			10,200,603
Cost of flight operations		17,653,113			12,420,238
Cost of fuel		3,938,572			3,638,902
General and administrative expenses		6,879,851			6,252,381
Selling expenses		1,518,755			985,765
Depreciation and amortization		1,256,797			1,457,917
Total operating expenses		39,358,533			34,955,806
Income (loss) from operations		(3,576,417	)		249,078
Other income (expenses)
Interest and other income		11,122			7,413
Interest expense		(1,249,014	)		(1,623,454	)
Total other expenses		(1,237,892	)		(1,616,041	)
Net loss		(4,814,309	)		(1,366,963	)
Preferred stock dividend and accretion of expenses		(372,346	)		(402,115	)
Net loss attributable to common stockholders	$	(5,186,655	)	$	(1,769,078	)
Loss per common share:
Basic and diluted	$	(0.20	)	$	(0.11	)
Weighted-average common shares outstanding:
Basic and diluted		26,354,502			16,468,122

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