UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File Number 1-13025 |
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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 |
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(I.R.S. Employer |
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3939
International Gateway |
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(Address, including zip code, of registrant’s principal executive offices) |
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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, if changed since last report) |
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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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of October 29, 2003, 10,033,691 of the registrant’s common shares, par value $0.01, were outstanding.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements: |
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Condensed Consolidated
Balance Sheets: |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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In thousands |
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September 30 |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,519 |
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$ |
1,484 |
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Accounts receivable, less allowances |
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17,678 |
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19,029 |
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Inventory and spare parts |
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7,140 |
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6,926 |
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Deferred taxes |
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217 |
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220 |
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Taxes receivable |
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1,228 |
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— |
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Deposits and prepaids |
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4,433 |
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3,675 |
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Total current assets |
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32,215 |
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31,334 |
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Net property and equipment |
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111,615 |
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111,349 |
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Other assets: |
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Goodwill, net of accumulated amortization |
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4,018 |
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4,018 |
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Other intangibles, net of accumulated amortization |
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38 |
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38 |
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Other |
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455 |
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964 |
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Total assets |
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$ |
148,341 |
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$ |
147,703 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
7,723 |
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$ |
6,008 |
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Salaries and related liabilities |
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4,388 |
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4,568 |
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Deferred revenues |
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1,381 |
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— |
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Accrued expenses |
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1,333 |
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897 |
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Taxes payable |
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200 |
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499 |
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Current portion of notes payable |
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5,221 |
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5,193 |
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Total current liabilities |
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20,246 |
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17,165 |
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Other liabilities |
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84 |
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106 |
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Notes payable, less current portion |
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29,980 |
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36,601 |
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Deferred tax liability |
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14,490 |
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13,035 |
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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, $.01 par value; 40,000 shares authorized; 12,753 shares issued at September 30, 2003 and at December 31, 2002 |
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128 |
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128 |
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Additional paid-in-capital |
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77,862 |
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77,152 |
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Retained earnings |
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31,227 |
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29,158 |
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Accumulated other comprehensive loss |
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(46 |
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(59 |
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Treasury shares, 2,728 and 2,599 shares held at cost at September 30, 2003 and December 31, 2002, respectively |
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(25,630 |
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(25,583 |
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Total shareholders’ equity |
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83,541 |
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80,796 |
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Total liabilities and shareholders’ equity |
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$ |
148,341 |
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147,703 |
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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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Three Months Ended |
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Nine Months Ended |
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In thousands, except per share data |
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2003 |
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2002 |
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2003 |
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2002 |
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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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$ |
25,996 |
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$ |
26,293 |
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$ |
78,000 |
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$ |
77,097 |
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Express services |
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9,265 |
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9,256 |
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26,906 |
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25,036 |
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Aviation services and other operations |
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2,759 |
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1,394 |
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6,773 |
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3,701 |
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Total net revenues |
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38,020 |
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36,943 |
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111,679 |
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105,834 |
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COSTS AND EXPENSES |
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Air transportation |
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Wages and benefits |
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5,790 |
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5,504 |
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16,917 |
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15,673 |
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Aircraft fuel |
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4,655 |
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4,728 |
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14,548 |
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12,694 |
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