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 March 31, 2004 |
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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. |
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(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 May 3, 2004, 10,073,212 of the registrant’s common shares, par value $0.01, were outstanding.
TABLE OF CONTENTS
2
AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands, except per share data
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March 31, |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,257 |
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$ |
125 |
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Accounts receivable, less allowances of $617 and $515 at March 31, 2004 and December 31, 2003, respectively |
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22,302 |
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18,647 |
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Inventory and spare parts |
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7,447 |
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6,589 |
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Taxes receivable |
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1,147 |
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1,401 |
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Deposits and prepaids |
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2,822 |
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3,246 |
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Total current assets |
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35,975 |
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30,008 |
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Net property and equipment |
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120,324 |
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118,799 |
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Other assets: |
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Goodwill, net of accumulated amortization |
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4,018 |
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4,018 |
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Other |
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366 |
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448 |
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Total assets |
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$ |
160,683 |
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$ |
153,273 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
8,927 |
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$ |
7,442 |
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Salaries and related liabilities |
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3,791 |
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4,955 |
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Deferred revenue |
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2,330 |
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184 |
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Accrued expenses |
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933 |
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887 |
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Taxes payable |
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— |
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76 |
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Deferred income taxes |
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4 |
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4 |
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Current portion of notes payable |
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5,239 |
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5,256 |
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Total current liabilities |
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21,224 |
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18,804 |
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Other liabilities |
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1,142 |
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1,280 |
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Notes payable, less current portion |
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37,218 |
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32,520 |
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Deferred income taxes |
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16,390 |
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16,389 |
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Shareholders’ equity: |
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Preferred shares, $.01 par value; 10,000 shares authorized; and no shares issued and outstanding |
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— |
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— |
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Common shares, $.01 par value; 40,000 shares authorized; 12,753 shares issued at March 31, 2004 and December 31, 2003 |
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128 |
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128 |
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Additional paid-in capital |
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77,403 |
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77,759 |
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Retained earnings |
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32,255 |
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31,938 |
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Accumulated other comprehensive loss |
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(35 |
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(35 |
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Treasury shares 2,690 and 2,720 shares held at cost at March 31, 2004 and December 31, 2003, respectively |
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(25,042 |
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(25,510 |
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Total shareholders’ equity |
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84,709 |
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84,280 |
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Total liabilities and shareholders’ equity |
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$ |
160,683 |
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$ |
153,273 |
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See notes to condensed consolidated financial statements
3
AIRNET SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unauditied, In thousands, except per share data)
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Three Months Ended |
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2004 |
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2003 |
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NET REVENUES |
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Air transportation for the three months ended March 31, 2004 and 2003, respectively: |
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Delivery services: |
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Bank services |
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$ |
25,832 |
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$ |
26,323 |
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Express services |
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10,798 |
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9,010 |
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Total delivery services revenues |
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36,630 |
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35,333 |
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Passenger Charter services |
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3,650 |
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1,439 |
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Aviation services |
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191 |
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304 |
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Total net revenues |
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40,471 |
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37,076 |
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COSTS AND EXPENSES |
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Wages and benefits |
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6,345 |
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6,211 |
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Aircraft fuel |
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5,536 |
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