UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13025
AIRNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Ohio |
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31-1458309 |
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(State or other
jurisdiction of |
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(I.R.S. Employer |
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3939 International Gateway, Columbus, Ohio 43219 |
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(Address of principal executive offices) (Zip Code) |
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(614) 237-9777 |
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(Registrant’s telephone number, including area code) |
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NOT APPLICABLE |
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(Former name, former
address and former fiscal year, |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Common Shares, $.01 Par Value,
Outstanding as of August 5, 2002 – 10,143,486
AIRNET SYSTEMS, INC.
FORM 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2002
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PART I: |
FINANCIAL INFORMATION |
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Item 1 |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001 |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001 |
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6 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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13 |
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14 |
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17 |
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2
AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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In thousands, except per share data |
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June 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
983 |
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$ |
377 |
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Accounts receivable, less allowances |
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18,637 |
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16,803 |
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Inventory and spare parts |
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8,962 |
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6,704 |
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Taxes receivable |
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— |
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4 |
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Deferred taxes |
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729 |
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729 |
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Deposits and prepaids |
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1,766 |
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1,703 |
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Total current assets |
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31,077 |
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26,320 |
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Net property and equipment |
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107,518 |
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98,872 |
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Other assets: |
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Goodwill, net of accumulated amortization |
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7,080 |
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7,080 |
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Other intangibles, net of accumulated amortization |
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41 |
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56 |
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Other |
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772 |
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751 |
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Total assets |
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$ |
146,488 |
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$ |
133,079 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
4,601 |
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$ |
4,521 |
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Salaries and related liabilities |
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4,135 |
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4,849 |
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Accrued expenses |
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3,307 |
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2,137 |
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Taxes payable |
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381 |
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— |
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Current portion of notes payable |
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1,371 |
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33 |
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Total current liabilities |
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13,795 |
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11,540 |
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Other liabilities |
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155 |
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326 |
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Notes payable, less current portion |
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36,992 |
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28,202 |
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Deferred tax liability |
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14,132 |
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14,065 |
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Shareholders’ equity: |
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Preferred shares, $.01 par value; 10,000 shares authorized; no shares issued and outstanding |
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— |
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Common shares, $.01 par value; 40,000 shares authorized; 12,753 shares issued at June 30, 2002 and at December 31, 2001 |
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128 |
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128 |
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Additional paid-in-capital |
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77,315 |
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77,440 |
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Retained earnings |
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29,906 |
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27,656 |
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Accumulated other comprehensive loss |
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(89 |
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(194 |
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Treasury shares, 2,616 and 2,629 shares held at cost at June 30, 2002 and December 31, 2001, respectively |
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(25,846 |
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(26,084 |
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Total shareholders’ equity |
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81,414 |
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78,946 |
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Total liabilities and shareholders’ equity |
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$ |
146,488 |
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$ |
133,079 |
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See notes to condensed consolidated financial statements
3
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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Six Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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NET REVENUES |
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Air transportation, net of excise tax |
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Bank services |
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$ |
25,771 |
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$ |
26,972 |
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$ |
50,523 |
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$ |
52,755 |
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Express services |
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10,447 |
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8,032 |
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20,075 |
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16,205 |
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Aviation services and other operations |
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1,207 |
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354 |
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2,307 |
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720 |
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Total net revenues |
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37,425 |
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35,358 |
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72,905 |
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69,680 |
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COSTS AND EXPENSES |
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Air transportation |
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