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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
OR
/ / 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)
AN OHIO CORPORATION
I.R.S. Employer Identification No. 31-1458309
3939 INTERNATIONAL GATEWAY
COLUMBUS, OHIO 43219
(Address of principal executive offices) (Zip Code)
614-237-9777
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
AirNet Systems, Inc. common shares, $.01 par value, are
registered on the New York Stock Exchange
Based on a closing sales price of $4.15 per share on March 2, 2001, the
aggregate market value of the voting stock held by non-affiliates of AirNet
Systems, Inc., was approximately $31,539,000. As of that date, 10,921,708
common shares of AirNet Systems, Inc., were issued and outstanding.
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 /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
Portions of the Registrant's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held on May 8, 2001, are incorporated by
reference into Part III of this Annual Report on Form 10-K.
PART I
ITEM 1 - BUSINESS
OVERVIEW OF AIRNET'S BUSINESS
AirNet Express-SM-, the integrated national air transportation network of
AirNet Systems, Inc., operates between 100 cities and 43 states and delivers
over 20,000 time-critical shipments each working day. AirNet's check delivery
service, which generates approximately 74% of AirNet's revenues, is the
leading transporter of cancelled checks and related information for the U.S.
banking industry, meeting more than 2,200 daily deadlines. AirNet's express
service, which generates approximately 26% of AirNet's revenues, provides
specialized, high priority delivery service for customers requiring late
pick-ups and early deliveries combined with prompt, on-line delivery
information. AirNet's fixed base operations, which account for less than 1%
of AirNet's revenues, offer retail aviation fuel sales and related ground
services for customers in Columbus, Ohio. In 2001, AirNet has begun offering
a broader array of on-demand charter flights through a newly-created Aviation
Services Division. Financial information pertaining to AirNet's segments can
be found in Note 1 to AirNet's Consolidated Financial Statements included in
Item 8, Financial Statements and Supplementary Data.
AirNet currently operates a fleet of 119 aircraft (32 Learjets and 87 light
twin engine aircraft), that fly approximately 110,000 miles per operating
night, primarily Monday through Thursday. On-demand charter services are
offered 24 hours per day, seven days per week. AirNet also provides ground
pick-up and delivery services throughout the nation seven days per week,
using a combination of company personnel and a network of over 300 vendors
and independent contractors. AirNet's integrated air and ground network
provides support for its base customers, primarily concentrated in the
banking, medical and critical parts industries. AirNet also uses commercial
airlines to provide SameDay delivery service for some of its check delivery
and express delivery customers. Later pick-ups and earlier deliveries than
those offered by other national carriers are the differentiating
characteristics of AirNet's time-critical delivery network. In order to
maintain this performance, AirNet uses a number of proprietary customer
service and management information systems to track, sort, dispatch and
control the flow of checks and small packages throughout AirNet's delivery
system. Delivery times and selected shipment information are available
on-line and through the Internet.
AirNet intends to capitalize on time-critical segments, such as medical,
radioactive pharmaceutical and just-in-time inventories, in which its airline
offers customers competitive advantages in their industries. AirNet's airline
affords unique delivery capabilities to a limited number of shippers and we
intend to broaden those capabilities and markets. We believe our flexible and
reliable air network and demonstrated expertise in providing time-critical
deliveries to the banking industry for over 26 years position us to provide
these services.
AirNet Systems, Inc. was incorporated under the laws of the State of Ohio on
February 15, 1996. AirNet's principal executive offices are located at 3939
International Gateway, Columbus, Ohio 43219, and our telephone number is
(614) 237-9777. AirNet's web site address is www.airnet.com.
BUSINESS STRATEGY
In addition to operating its divisions as business units, the principal
components of AirNet's operating and growth strategy are as follows:
INCREASE YIELDS ON AIRCRAFT THROUGH CAPACITY MANAGEMENT
AirNet intends to leverage the use of its aircraft by attracting high-volume
express customers who benefit from the airline's multiple late night
departures and early morning arrivals. During 2000, AirNet implemented a
regional operational and sales structure. This structure is designed to focus
sales efforts on intra-regional sales, where a substantial portion of the
airline's current capacity resides. In addition, sales and marketing efforts
are focused on selling to logistics concerns such as wholesalers, forwarders,
integrators and third-party-logistic providers (3PL's), who can benefit from
AirNet's unique air services as they continually seek new, high-speed
solutions for their customers.
FOCUS ON SERVICE TO THE MEDICAL INDUSTRY
AirNet currently holds an exemption certificate from the Department of
Transportation (DOT 7060 Exemption) that allows our aircraft to transport
higher volumes of defined radioactive materials than most other carriers. As
one of only three air carriers in the United States holding such an
exemption, we intend to aggressively market our services to producers of
radioactive pharmaceuticals. These products have short half-lives, whereby
the product's effectiveness and dosage potential are reduced exponentially
over time. AirNet believes this 7060 Exemption, coupled with our multiple
reflex hub system, gives our radioactive pharmaceutical customers a
significant time and cost savings advantage over using other carriers.
PERFORMANCE MEASUREMENTS
AirNet's corporate strategy sets the direction for its operational and
financial achievements. Management recognizes that this begins with each team
understanding the stated goals and empowering team members to make meaningful
2
contributions to our corporate results. In order to enhance AirNet's
performance culture, the company has begun to measure every element of
performance - not just operational performance. Every team member is part of
the pay-for-performance incentive compensation plan. Individuals are measured
against other individual, department and corporate goals. Team Members are
evaluated and rewarded for making tangible improvements.
FLIGHT OPERATIONS
AirNet's flight operations are headquartered in Columbus, Ohio. AirNet
utilizes an extensive screening process to evaluate potential pilots prior to
hiring. These pilots meet stringent company qualifications, as well as all
required Federal Aviation Administration requirements. All new pilots must
satisfactorily complete a five-week training program conducted by AirNet's
flight training staff prior to assignment of pilot duties. This training
program includes one week of flight simulator training prior to any actual
flight time in an aircraft, as well as intensive ground instruction.
Additionally, many new pilots apprentice as co-pilots in order to gain a
familiarity with AirNet's route system and the unique demands of night flying.
AirNet's central dispatch system ties together all components of the air
operation. Departure and arrival times are continuously updated, and weather
conditions throughout the nation are constantly monitored. AirNet dispatchers
remain in constant contact with pilots, outbased hub managers, fuelers,
maintenance and ground delivery personnel to ensure that no gaps exist in the
delivery process. AirNet also uses commercial airlines, primarily to
transport shipments during the daytime and weekend hours when our aircraft
typically do not operate. Operations personnel utilize FLIGHTTRAX, a
computerized flight tracking system that allows them to track the status of
every AirNet and commercial flight in the country and schedule ground pick-up
and delivery personnel appropriately.
AIRCRAFT FLEET
AirNet owns and operates a fleet of 119 aircraft. AirNet's fleet was
comprised of the following aircraft at December 31, 2000:
MAXIMUM MAXIMUM MAXIMUM
PAYLOAD (1) RANGE (2) SPEED (3)
AIRCRAFT TYPE NUMBER (LBS.) (N. MILES) (KNOTS)
------------- ------ ------ ---------- --------
Learjets, Model 35/35A 28 4,200 2,000 440
Learjets, Model 25 4 3,500 1,000 440
Piper Navajo Chieftain 17 1,500 800 175
Piper Aerostar 13 1,000 900 190
Beech Baron 41 1,000 700 180
Cessna 310 16 900 600 170
- ----------------
(1) Maximum payload in pounds for a one-hour flight plus required fuel
reserves.
(2) Maximum range in nautical miles, assuming zero wind, full fuel and full
payload.
(3) Maximum speed in knots, assuming full payload.
The Learjet is among the fastest, most reliable and most fuel efficient small
jet aircraft available in the world. Although not currently required by
regulations, the Learjet 35 meets all Stage Three noise requirements
currently being implemented across the country. The Learjet 25 is a smaller
aircraft with slightly smaller payload and range capabilities. We intend to
either modify our Learjet 25 aircraft with approved hush kits, allowing them
to operate more quietly with respect to the noise sensitive communities
surrounding most airports, or to phase them out of scheduled operations and
replace them with the more efficient Learjet 35 or other Stage Three
compliant aircraft.
AirNet's fleet is positioned around a highly efficient and flexible national
route structure designed to facilitate late pick-up and early delivery times,
minimize delays and simplify flight scheduling. AirNet's hub-and-spoke
system, with a primary hub in Columbus, Ohio and several mini-hubs across the
nation (Atlanta, Chicago, Charlotte, Dallas, Denver, Des Moines and New
York), allow AirNet to match the varying load capacities of its aircraft with
the shipment weight and volume of each destination city and to consolidate
shipments at its hubs. The hubs are located primarily in less congested
regional airports. These locations, in conjunction with AirNet's off-peak
departure and arrival times, provide easy take-off and landings, convenient
loading and unloading, and fast refueling and maintenance.
AirNet acquires and operates pre-owned aircraft, typically between 20 and 25
years old. These aircraft are reasonably priced and are relatively modern, as
they have undergone no significant design changes in the last 25 years.
Further, when appropriately maintained these aircraft show little or no
evidence of erosion in performance.
3
Aircraft maintenance is also headquartered in Columbus. This facility
operates 24 hours a day, 365 days a year. AirNet employs over 65 experienced
aircraft and avionics technicians in seven separate locations across the
country (Columbus, Dallas, Denver, Hartford, Minneapolis, New Orleans and
Philadelphia), performing all levels of maintenance from 100-hour inspections
on its light twin engine aircraft to 7,200-hour/12-year inspections on its
fleet of Learjets. AirNet has an in-house engine shop where some of the
piston engines are overhauled on-site, thereby reducing aircraft downtime and
controlling costs. Avionics troubleshooting and repair, performed internally
by AirNet since 1989, also provide for maximum efficiency and minimum
aircraft downtime for its entire fleet.
GROUND SUPPORT OPERATIONS
Shipments are typically picked up by AirNet couriers and delivered to the
originating airport where shipments are loaded into aircraft by AirNet ground
crews. Upon arrival at the main hub in Columbus, Ohio, packages are
off-loaded, fine sorted by destination and reloaded onto the aircraft. During
the thirty to forty minute sort period, the aircraft is refueled by AirNet
ground support personnel. Fueling operations include trained fuelers and
ground support equipment, including six fuel trucks and approximately 86,500
gallons of fuel storage capacity. Outbased fueling of aircraft is typically
performed by contracted fixed base operators at the local airports.
DELIVERY SERVICES
AirNet manages its ground services through a combined use of employed team
member couriers and over 300 outside independent contractor and vendor
couriers. Team members are typically utilized on the scheduled routes that
occur each operational day. Independent contractors and vendors are typically
used for ad hoc pick-up and delivery services, allowing AirNet to better
match its ground costs with its volume streams.
A typical shipment is picked up from the sending bank or an express customer
by a courier. Cancelled check shipments are pre-sorted by bank personnel and
bundled as to final destination using AirNet-supplied, color-coded bags.
Express shipments are packaged in either AirNet-provided packaging or the
customers' packaging with an AirNet airbill. The shipment is then transported
to the local airport where it enters AirNet's air transportation system and
is scanned via bar code technology, which reads information pertaining to the
shipper, receiver, airbill number and applicable deadline. This data is then
downloaded into AirNet's ComCheck or AirNet Connect computer system, where it
is available to AirNet's customer service representatives ("CSRs").
Upon arrival at AirNet's Columbus hub or one of its mini-hubs, the shipment
is off-loaded, sorted by destination and reloaded onto company aircraft. At
the destination city, the shipment is off-loaded for the final time and
delivered by courier to the receiver. When delivered, the shipment is once
again scanned and downloaded into AirNet's computer system. Delivery
information for all shipments is then available on-line to the customers and
all CSRs. AirNet's customer service department is available to handle any
inquiries, discrepancies or supply requests, as well as provide proof of
delivery documentation, all of which are value-added features of AirNet's
service.
AirNet's air and scheduled ground system is designed around three sets of
banking deadlines and customized express deadlines. Basic deadlines, which
have a 9:30 p.m. - 10:00 p.m. hub time in Columbus, provide delivery service
between 12:01 a.m. and 2:00 a.m. to approximately the northeastern third of
the nation. Premium deadlines, which have an 11:00 p.m. - 11:30 p.m. hub time
in Columbus and Charlotte, provide delivery service at approximately 3:00
a.m. to the eastern half of the nation. Finally, City deadlines, which have a
4:00 a.m. -5:30 a.m. hub time in Columbus, provide delivery service at
approximately 8:00 a.m. to all cities served by the network.
AirNet has historically, priced its check delivery services based on the tier
of service and by the pound, on a customer by customer basis. In 2001, AirNet
intends to modify its pricing strategy for such services by incorporating
distance based pricing.
AirNet operates a fleet of approximately 200 ground transportation vehicles.
Historically, AirNet has owned all of its ground vehicles. However, in 2001,
we entered into a leasing agreement with a third party provider and intend to
replace our current vehicles with leased vehicles, as necessary. Vehicles
range in size from passenger cars to full sized vans. AirNet also rents
lightweight trucks for certain weekend ground routes. Dispatching functions
related to ground delivery services occur at both the Columbus, Ohio hub and
on a local basis in some of the major cities served.
AirNet's SameDay service provides cancelled check delivery services to
banking customers meeting daytime banking deadlines and to other express
customers requiring next-flight-out timing. These shipments are typically
picked up by AirNet couriers and transported via commercial airlines to
destination cities, where couriers accept the packages and deliver them to
the destinations.
CUSTOMERS
The highly specialized needs of AirNet's customer base combined with AirNet's
performance level over the years have resulted in a high level of customer
retention in the check delivery area. This customer retention level, in turn,
creates a level of stability in AirNet's revenue base that allows for product
development and continued dedication of resources to providing the highest
possible level of service to customers. The U.S. banking industry, including
commercial banks,
4
savings banks and Federal Reserve banks, represents AirNet's largest category
of customers and in 2000, accounted for approximately 74% of its revenues.
This customer list represents over 100 of the nation's largest bank holding
companies. AirNet's time-critical cancelled check delivery service allows its
banking customers to offer competitive products and pricing.
Express delivery customers, which accounted for 26% of AirNet's 2000
revenues, include industrial and service corporations, entertainment
companies, medical companies, national integrated carriers and consolidating
freight forwarders. Although AirNet maintains a base of express delivery
customers who ship nightly and have a high level of retention, we are also
expanding services to retail customers who tend to ship less frequently. No
single customer accounted for more than 10% of AirNet's 2000 revenues.
HUMAN RESOURCES
AirNet aggressively compensates for performance, with excellent performance
recognized and rewarded through a company-wide incentive-based compensation
program. Programs are designed to improve individual, departmental and
corporate performance.
All AirNet personnel are part of the company-wide drug-testing program.
Management believes this program, which goes beyond the requirements of
AirNet's regulators, helps to ensure the highest possible performance levels.
The management training and professional development seminars are
periodically held for, and attended by, all levels of company personnel.
The chart below summarizes AirNet's workforce at December 31, 2000, 1999 and
1998. AirNet's associates are not represented by any union or covered by any
collective bargaining agreement. AirNet has experienced no work stoppages and
believes that its relationship with associates is good.
As of December 31,
Department 2000 1999 1998
---------- ---- ---- ----
Management/Administration 328 335 249
Flight 177 160 164
Maintenance 68 77 73
Driver/Courier/Ramp/Sort 538 713 724
---------- ----- ----- -----
Total 1,111 1,285 1,210
COMPETITION
The air and ground courier industry is highly competitive. AirNet's primary
competitor in the transportation of cancelled checks is the Federal Reserve's
Check Relay Network. The actions of the Federal Reserve are regulated by the
Monetary Control Act, which requires the Federal Reserve to price its
services at actual cost plus a private sector adjustment factor. AirNet
believes that the purpose of the Monetary Control Act is to curtail the
possibility of predatory pricing by the Federal Reserve when it competes with
the private sector. No assurance beyond the remedies of law can be given that
the Federal Reserve will comply with the Monetary Control Act.
In the private sector, there are a large number of smaller, regional carriers
that transport cancelled checks, none with a significant interstate market
share. The two largest private sector air couriers, Federal Express
Corporation ("FedEx") and United Parcel Service ("UPS"), both carry cancelled
checks where the deadlines being pursued fit into their existing system, but
this has not represented a significant market share of this industry market
to date. AirNet provides customized service for its customer base, often with
later pick-ups and earlier deliveries than the large, national couriers. Both
FedEx and UPS utilize AirNet's transportation network for certain situations
where they require customized service.
AirNet competes with commercial airlines and numerous other carriers in its
express delivery business. AirNet estimates its market share in this industry
at less than 1%. AirNet believes that this market represents a significant
expansion opportunity for ultra time-critical shipments requiring later
pick-ups or earlier deliveries than are typically provided by major
integrators and freight forwarders. AirNet believes that it is in an
excellent position to leverage the use of its unique air network system, its
proprietary information technology and its historically high on-time
performance level to compete in this market.
REGULATION
AirNet is regulated under Part 135 of the Federal Aviation Regulations by the
Federal Aviation Administration. Additionally, AirNet obtained a 7060
exemption from the U.S. Department of Transportation, which allows
transportation of increased volumes of certain radioactive materials on
AirNet's airline. AirNet holds nationwide general commodities authority from
the Interstate Commerce Commission to operate as a common carrier on an
interstate basis within the contiguous 48 states. AirNet's delivery
operations are subject to various state and local regulations, and in many
instances, require permits and licenses from state authorities.
5
AirNet believes that it has all permits, approvals and licenses required to
conduct its operations and that it is in compliance with applicable
regulatory requirements relating to its operations. AirNet's failure to
comply with the applicable regulations could result in substantial fines or
possible revocation of one or more of AirNet's operating permits.
ENVIRONMENTAL MATTERS
AirNet believes that compliance with applicable laws and regulations
governing environmental matters has not had, and is not expected to have, a
material effect on AirNet's capital expenditures, operations or competitive
position. Although AirNet believes that it is in compliance with all
applicable noise level regulations and is working proactively with various
local governments to minimize noise issues, future noise pollution
regulations could require the replacement of several of AirNet's aircraft.
ITEM 2 - PROPERTIES
AirNet owns its corporate and operational headquarters at 3939 International
Gateway in Columbus, Ohio. The building sits on land owned by the Port
Authority of Columbus. AirNet has a 25-year land lease with the Port
Authority, which expires on December 31, 2009 and contains a 20-year renewal
option. The complex has 80,000 square feet, of which AirNet utilizes
approximately 70,000 square feet. The remainder is subleased to unrelated
third parties. AirNet's headquarters is currently used for operations,
aircraft maintenance, vehicle maintenance, general and administrative
functions, and training.
AirNet leases additional space at 4700 East Fifth Avenue, also located on
Port Authority land. The space is used for administrative support personnel.
AirNet operates at approximately 40 additional locations throughout the
country. These locations, which are leased from unrelated third parties,
generally include office space and/or a section of the lessor's hangar or
ramp.
For additional information concerning AirNet's leases, see Note 7 to AirNet's
Consolidated Financial Statements included in Item 8, Financial Statements
and Supplementary Data.
ITEM 3 - LEGAL PROCEEDINGS
On April 6, 2000, AirNet filed an action in the United States District Court
for the District of Maryland seeking to recover on a $0.5 million debt owed
to it by Continental Courier Systems, Inc. for overnight courier services
performed. On April 27, 2000, Continental answered AirNet's complaint,
denying any indebtedness to AirNet and asserting several counterclaims,
including violations of federal antitrust laws and state law claims of fraud
and tortious competition. Continental is seeking up to $0.8 million on each
claim and is seeking treble damages on the antitrust claims. AirNet filed a
motion to dismiss all of the counterclaims. The Court ruled on AirNet's
motion to dismiss and dismissed several of the asserted counterclaims but not
the antitrust claims. AirNet believes that those counterclaims not yet
dismissed are without merit and intends to vigorously defend against them. At
this time, AirNet does not believe it is feasible to predict the outcome of
either AirNet's claims or Continental's counterclaims. The timing of the
final resolution is also uncertain and settlement negotiations are being
conducted.
There are no other pending legal proceedings involving AirNet other than
routine litigation incidental to its business. In the opinion of AirNet's
management, these proceedings should not, individually or in the aggregate,
have a material adverse effect on AirNet's results of operations or financial
condition.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table identifies the executive officers of AirNet as of March 2,
2001. The executive officers serve at the pleasure of the Board of Directors.
NAME AGE POSITIONS
- ---- --- ---------
Gerald G. Mercer 53 Chairman of the Board
Joel E. Biggerstaff 44 Chief Executive Officer, Chief Operating Officer
and President
William R. Sumser 45 Chief Financial Officer, Treasurer, Secretary and
Vice President, Finance
Jeffery B. Harris 41 Senior Vice President, Sales
Guy S. King 48 Vice President, Sales
Craig A. Leach 44 Vice President, Information Systems
Stephen K. Lister 41 Vice President, Airline Operations
Wynn D. Peterson 37 Vice President, Corporate Development
Kendall W. Wright 53 Vice President, Sales
6
Gerald G. Mercer has served as Chairman of the Board of AirNet since founding
the company in 1974. He served as Chief Executive Officer from AirNet's
inception until April 2000 and was President from 1974 to 1999. He won Ohio's
"Entrepreneur of the Year" Award in 1996 and has been a member of the Young
Presidents' Organization since 1986.
Joel E. Biggerstaff has served as AirNet's Chief Executive Officer since April
2000 and as President and Chief Operating Officer since August 1999. Prior to
joining AirNet, Mr. Biggerstaff served as President of the Southern Region of
Corporate Express Delivery Systems, a national expedited distribution service,
from February 1998 through July 1999. From September 1996 through February 1998,
Mr. Biggerstaff provided transportation consulting services and prior to
September 1996, he held various positions within Ryder System, Inc., including
Regional Vice President and General Manager.
William R. Sumser has served AirNet as the Chief Financial Officer since January
1, 2000, as Treasurer since March 1999, and as the Vice President, Finance and
Secretary since March 1996. He also served as Controller from 1988 through 1999.
Jeffery B. Harris has served AirNet as Senior Vice President, Sales since May
2000 and as Vice President, Sales in the banking division since October 1997.
Prior to joining AirNet in June 1996 as the Relationship Manager for Banking
Sales, Mr. Harris served as Vice President and Senior Transit Product Manager
for Mellon Bank, N.A. from 1994 to 1996.
Guy S. King has served as Vice President, Sales for AirNet since 1989. Prior to
1989, Mr. King served AirNet in numerous functions dating back to 1976,
including dispatcher and pilot, before eventually founding AirNet's express
delivery division in 1984. Mr. King has served on the Board of Directors of the
Air Courier Conference of America since 1993.
Craig A. Leach has served as Vice President, Information Systems since January
2000. Mr. Leach established AirNet's Information Systems Department in 1985 and
was named Director of Information Systems in 1996.
Stephen K. Lister was appointed Vice President, Airline Operations in February
2001. Mr. Lister has served AirNet in a variety of capacities since 1982.
Wynn D. Peterson, CFA, has served as Vice President, Corporate Development since
February 2000. He joined AirNet in 1997 as Manager of Corporate Development.
Prior to joining AirNet, Mr. Peterson served as a Portfolio Manager for Deseret
Mutual from 1993 to 1997.
Kendall W. Wright has served as Vice President, Sales for AirNet since 1988.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common shares of AirNet Systems, Inc. trade on the New York Stock Exchange
under the symbol "ANS". The table below sets forth the high and low sales prices
of the common shares reported for the periods indicated.
2000 1999
QUARTER ENDED HIGH LOW HIGH LOW
------------- ---- --- ---- ---
March 31 $6.94 $4.63 $14.38 $6.63
June 30 5.50 3.38 14.00 7.50
September 30 5.38 4.38 13.88 9.00
December 31 4.56 3.06 9.56 4.63
AirNet has not paid any dividends on its common shares and does not intend to
pay any dividends in the foreseeable future. AirNet anticipates using future
earnings to finance operations and future growth and development. Restrictive
covenants in AirNet's revolving credit facility impose limitations on the
payment of dividends. These covenants prohibit AirNet from paying cash
dividends on its common shares in excess of 50% of net income.
On March 2, 2001, there were approximately 2,000 holders of AirNet common
shares, based upon the number of holders of record and the number of
individual participants in certain security position listings.
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ITEM 6 - SELECTED FINANCIAL DATA
Three Months
STATEMENT OF OPERATIONS DATA Years Ended Year Ended Ended
(in thousands, except per share data) December 31, September 30, December 31,
---------------------------------------------- ------------- ------------
2000 1999 1998 1997 1996 1996
NET REVENUES
Check delivery $ 100,070 $ 98,951 $ 93,206 $ 80,707 $ 65,025 $ 16,811
Express delivery 34,483 28,714 19,109 15,660 13,864 3,614
Fixed base and other operations 650 1,033 1,366 1,395 1,063 366
--------- --------- --------- --------- --------- ---------
TOTAL NET REVENUES 135,203 128,698 113,681 97,762 79,952 20,791
--------- --------- --------- --------- --------- ---------
Costs and Expenses
Air transportation 103,489 97,315 82,793 66,031 53,797 14,383
Fixed base operations 1,103 1,089 853 1,101 1,033 309
Selling, general, and administrative 16,112 17,237 13,782 8,551 11,875 1,916
--------- --------- --------- --------- --------- ---------
TOTAL COSTS AND EXPENSES 120,704 115,641 97,428 75,683 66,705 16,608
--------- --------- --------- --------- --------- ---------
Income from operations 14,499 13,057 16,253 22,079 13,247 4,183
Acquisition termination charge (Note 1) -- -- 5,570 -- -- --
Interest expense 2,283 2,477 1,336 109 1,072 10
Offering-related, non-recurring expenses
(Note 2) -- -- -- -- 13,704 --
--------- --------- --------- --------- --------- ---------
Income (loss) before income taxes 12,216 10,580 9,347 21,970 (1,529) 4,173
--------- --------- --------- --------- --------- ---------
Income tax expense, net (Note 3) 4,961 4,308 3,711 8,767 4,200 1,688
--------- --------- --------- --------- --------- ---------
Income (loss) before cumulative effect of
accounting change 7,255 6,272 5,636 13,203 (5,729) 2,485
--------- --------- --------- --------- --------- ---------
Cumulative effect of accounting change, net
of tax (Note 4) -- (2,488) -- -- -- --
--------- --------- --------- --------- --------- ---------
NET INCOME (LOSS) $ 7,255 $ 3,784 $ 5,636 $ 13,203 ($ 5,729) $ 2,485
--------- --------- --------- --------- --------- ---------
Income per common share
Income before cumulative effect of
accounting change $ 0.66 $ 0.55 $ 0.46 $ 1.05
Cumulative effect of accounting change,
net of tax -- (0.22) -- --
Net income $ 0.66 $ 0.33 $ 0.46 $ 1.05
Income per common share - assuming dilution
Income before cumulative effect of
accounting change $ 0.66 $ 0.55 $ 0.46 $ 1.04
Cumulative effect of accounting change,
net of tax -- (0.22) -- --
Net income $ 0.66 $ 0.33 $ 0.46 $ 1.04
Pro forma information - unaudited (Note 5)
Net loss before taxes ($1,529)
Pro forma adjustments, other than income taxes 4,429
Pro forma income taxes 5,618
Pro forma net loss ($2,718)
Pro forma net loss per share
- basic and assuming dilution ($0.34)
Adjusted pro forma information - unaudited
Pro forma net loss ($2,718)
Effects of eliminating offering-related,
non-recurring expense, net of tax (Note 2) 12,681
Adjusted pro forma net income $9,963
Adjusted pro forma net income per share (Note 6) $0.80
BALANCE SHEET DATA
(in thousands)
Total assets $ 122,533 $ 127,281 $ 127,129 $ 103,986 $ 75,866 $ 79,495
Total debt 22,719 33,948 35,506 9,730 197 111
Shareholders' equity 78,845 73,751 69,674 80,260 66,287 70,719
NOTE 1 Represents costs incurred as a result of the termination of a planned
acquisition of Q International Courier, Inc. ("Quick"). The agreement
was terminated in June 1998, resulting in a $2.4 million charge
related to costs incurred during merger negotiations and a $3.2
million charge related to the settlement of a lawsuit filed by Quick.
NOTE 2 Represents non-cash, non-recurring expenses incurred as a result of
AirNet's initial public offering (the "Offering"), effective May 31,
1996.
NOTE 3 Prior to the Offering, AirNet operated as an S corporation under the
Internal Revenue Code for tax purposes and, consequently, was not
subject to federal and certain state income taxes, except for the
portion of income (loss) related to the operations of Express
Convenience Center, Inc.
NOTE 4 See Note 2 to AirNet's Consolidated Financial Statements included in
Item 8, Financial Statements and Supplementary Data for pro forma
disclosure relating to prior periods presented.
NOTE 5 Includes pro forma adjustments related to the Offering. Such
adjustments reflect restructured executive compensation plans, the
elimination of a deferred compensation plan, the reduction of interest
expense and the termination of a covenant not to compete and
corresponding payments as if the events occurred at the beginning of
the period. All such changes were effective with the consummation of
the Offering on May 31, 1996.
NOTE 6 Assumes shares issued in the Offering were outstanding for the entire
period.
8
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
AIRNET SYSTEMS, INC.
GENERAL
AirNet's consolidated financial statements have been and will be affected by
the following factors:
ACQUISITION
On August 11, 1998, AirNet acquired all of the outstanding common stock of
Mercury Business Services, Inc., an express delivery management service
located in Boston, Massachusetts, for 117,647 AirNet common shares and
approximately $2.0 million cash. The results of operations of Mercury have
been included in the financial data since its date of acquisition.
ACQUISITION TERMINATION CHARGE
On June 17, 1998, AirNet announced that it had terminated an agreement to
acquire Q International Courier, Inc. ("Quick"). AirNet incurred $2.4 million
of costs in conjunction with the planned acquisition, all of which were
expensed upon the termination of the agreement. Subsequent to the termination
of the agreement, AirNet agreed to settle a lawsuit filed by Quick in
connection with the termination of the acquisition. Settlement and litigation
costs related to the suit totaled approximately $3.2 million and were fully
expensed as of December 31, 1998.
START-UP COSTS
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) No. 98-5, Reporting on the Costs of Start-Up
Activities, which requires that costs related to start-up activities be
expensed as incurred. Prior to July 1, 1998, AirNet capitalized start-up
costs associated with its premium products line of business. Effective July
1, 1998, AirNet ceased capitalizing these costs and began amortizing the
previously capitalized costs over five years. AirNet adopted the provisions
of the SOP in its financial statements as of January 1, 1999.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
Total net revenues were $135.2 million for the twelve months ended December
31, 2000, an increase of $6.5 million, or 5.1%, over the twelve months ended
December 31, 1999. Net revenues from check delivery increased $1.1 million,
or 1.1%. This increase was primarily the result of price increases, effective
in January 2000, offset by a 2.6% reduction in shipment volumes.
Net revenues from express delivery increased $5.8 million, or 20.1%, from
1999 to 2000. Price increases to non-contractual customers accounted for
approximately $0.9 million of the increase, while an additional $3.5 million
can be attributed to the full year addition of a new contract with a new
parts fulfillment customer. Charter and hazmat product line revenues doubled
to $6.1 million in 2000 from $3.1 million in 1999 primarily due to increased
shipments of radioactive pharmaceuticals and related medical products. Of the
express delivery increase, $1.6 million can be attributed to increased
revenues from the Mercury division, approximately $300,000 of which can be
attributed to rate increases with the remainder the result of a 16.2%
increase in shipment volume. These increases were offset by volume decreases
in the ANX, SDX, wholesale and Standard product lines.
Total costs and expenses were $120.7 million in 2000, an increase of $5.1
million, or 4.4%, over 1999. This resulted in income from operations of $14.5
million in 2000, an increase of 11.0% over 1999 levels. Air transportation
expenses increased $6.2 million, or 6.3%, while selling, general and
administrative expenses decreased $1.1 million, or 6.5%, over 1999 levels.
The increase in air transportation expenses is partly attributed to increased
depreciation expense, which was up $2.3 million over 1999 levels as a result
of major engine overhaul additions and aircraft improvements. Maintenance
expense was also up $1.2 million due to increased labor and parts costs.
AirNet utilizes outside air providers on certain routes. Costs for these
charter services increased $1.2 million over 1999 levels. Net fuel expense
decreased slightly as the fuel surcharge programs for both check delivery and
express delivery customers offset dramatic price increases experienced during
the year.
Wage and benefit expense increased $1.2 million, or 7.5%, primarily due to
the addition of a company-wide incentive compensation program implemented in
2000. Increased wage rates for flight personnel under an enhanced pilot
retention plan were offset by a 29.2% decrease in courier personnel. The
decrease in courier personnel is the result of AirNet's strategy to align its
ground costs with shipment volumes through the use of vendors and independent
contractors. Overall,
9
ground costs were up $1.3 million, or 5.9%, primarily due to the addition of
the just-in-time parts customer. Flight training costs increased $0.3 million
with the addition of outsourced flight simulator training and the increase in
new trainees related to high pilot turnover. These costs were offset by
decreased workers' compensation costs compared to 1999 levels.
Selling, general and administrative expenses were down $1.1 million over 1999
levels, which contained approximately $0.9 million in charges for
non-recurring outside consulting projects and a $0.4 million bad debt related
charge. These reductions were offset slightly by costs associated with the
incentive compensation plan for administrative personnel.
Interest costs were $2.3 million in 2000, compared to $2.5 million in 1999.
Increased interest rates slightly offset the effects of the $11.2 million in
debt reduction.
AirNet recorded tax expense of $5.0 million for 2000 compared to $4.3 million
for fiscal 1999.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
Total net revenues were $128.7 million for the twelve months ended December
31, 1999, an increase of $15.1 million, or 13.2%, over the twelve months
ended December 31, 1998. Net revenues from check delivery increased $5.7
million, or 6.2%. This increase was comprised of $1.9 million related to
price increases in 1999 and $1.6 million related to operating a full year of
the Federal Reserve weekend program, which was introduced in the fourth
quarter of 1998. In addition, net revenues increased due to one additional
flying day in 1999 compared to 1998, and increased business activity from
both new and existing customers.
Net revenues from express delivery increased $9.6 million, or 50.3%, from
1998 to 1999. Of this increase, $4.2 million was due to a whole year of
Mercury operations versus a partial year in 1998, as Mercury was acquired in
August 1998. $5.3 million of the increase in express delivery revenue was due
to growth in premium product shipments requiring specialized AirNet line-haul
service, SameDay commercial airline service or hazardous material handling.
These increases were offset by lower revenue from wholesale customers
(freight forwarders) and customers requiring less time-critical standard
service as AirNet continued its sales emphasis on premium services.
Total costs and expenses were $115.6 million in 1999, an increase of $18.2
million, or 18.7%, over 1998. This resulted in income from operations of
$13.1 million in 1999, compared to $16.3 million in 1998. Air transportation
expenses rose $14.5 million, or 17.5%.
In addition to the effects of capitalizing $0.8 million of start-up costs
related to the express delivery business in the first half of 1998 and
expensing such costs as incurred in 1999, air transportation costs increased
to support growth in the express delivery area and the addition of Federal
Reserve shipments to the weekend program. Wages and benefits were up $2.5
million and ground courier costs were up $3.0 million due to additional
personnel to support the increased weekend operations and express delivery
business growth. Aircraft fuel costs were up 11.3%, or $1.1 million, compared
to 1998 as jet and piston fuel prices rose significantly during 1999. Outside
services were up $0.3 million due to outsourced routes related to pilot
shortages. Depreciation expense was up $1.3 million, or 12.8%, primarily due
to airplane overhauls, engine additions and inspections in late 1998 and
1999. Other expense increased $5.2 million primarily due to a $1.5 million
increase in workers' compensation costs, $2.9 million increase in commercial
freight expense related to a full year of Mercury operations and significant
increases in bank and Express shipments shipped via the commercial airlines.
Selling, general and administrative expenses increased by $3.5 million, or
25.1%, compared to 1998. $0.9 million of this increase was a result of
expensing start-up costs as incurred in 1999 compared to capitalizing
start-up costs in the first half of 1998. Increased expenses of $2.5 million
in the administrative payroll areas were a result of the addition of
personnel to support growth in AirNet's express service, a full year of
Mercury operations, and the hiring of a new president. Commission expense
increased in conjunction with Express revenue growth. Additionally, bad debt
expense increased $0.4 million due to a dispute with one customer. $0.9
million of the selling, general and administrative increase was related to
the use of outside consultants. These increases were offset by decreases in
officer severance packages and the one-time cost of a consulting study
related to the call center in 1998.
In 1998, AirNet incurred a $5.6 million charge in connection with the
write-off of costs associated with the efforts to acquire Quick and the
settlement of a related lawsuit. The impact of the one-time $5.6 million
charge decreased fully diluted net income per share by $0.27 in 1998.
Settlement of the litigation and write-off of the acquisition costs were
recorded as of December 31, 1998 resulting in no impact to the 1999 financial
results.
Interest costs were $2.5 million in fiscal 1999, compared to $1.3 million in
1998. AirNet increased the average outstanding balance on its revolving
credit facility in 1999 primarily as the result of the $20 million stock
buyback program executed in the second half of 1998.
AirNet recorded tax expense of $4.3 million for fiscal 1999 compared to $3.7
million for fiscal 1998.
10
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATING ACTIVITIES
Net cash provided by operating activities totaled $28.6 million for the year
ended December 31, 2000, compared to $19.5 million for the year ended
December 31, 1999. The significant increase is attributed to improved
operations and the 2000 sale of an aircraft held in inventory at the end of
1999.
CURRENT CREDIT ARRANGEMENTS
AirNet maintains a credit agreement with a bank that provides a $50.0 million
unsecured revolving credit facility which is scheduled to expire on August 1,
2003. The credit agreement limits the availability of funds to designated
percentages of accounts receivable, inventory and the wholesale value of
aircraft and equipment. In addition, the credit agreement requires the
maintenance of minimum net worth and cash flow levels, imposes limits on
payments of dividends to 50% of net income and restricts the amount of
additional debt which may be incurred. AirNet's outstanding balance at
December 31, 2000 was $22.7 million, which is an $11.2 million decrease from
the balance at December 31, 1999.
In September 1999, AirNet entered into two interest rate swap agreements with
a bank as a hedge against the interest rate risk associated with AirNet's
borrowings. The swap agreements each have a notional amount of $5.0 million
and effectively lock in a portion of AirNet's variable rate revolving credit
liability at fixed rates of 6.3% and 6.5% plus a margin based on AirNet's
funded debt ratio. These swap agreements are in effect for a period of three
years ending in September 2002. The differential to be paid or received is
accrued as interest rates change and is recognized as an adjustment to
interest expense in the statements of operations. AirNet does not use
derivative financial instruments for speculative purposes. At December 31,
2000, the aggregate fair value of these interest rate swaps was approximately
($105,000).
INVESTING ACTIVITIES
Capital expenditures totaled $15.8 million for the year ended December 31,
2000 compared to $17.6 million in 1999. Substantially all of the 2000
expenditures were incurred for aircraft inspections, major engine overhauls
and related flight equipment. AirNet anticipates it will have approximately
$16.0 million in total capital expenditures in 2001 and will continue to
acquire aircraft and flight equipment as necessary to maintain growth and
continue offering quality service to its customers.
AirNet announced a new stock repurchase program in February 2000 allowing
AirNet to purchase up to $3.0 million of its common shares. In 2000, AirNet
repurchased 547,400 common shares for approximately $2.4 million. The
estimated impact of these purchases in 2000 was an increase to net income per
share of $0.03. Management and the Board of Directors believe that AirNet's
common shares represent an excellent value and an appropriate investment.
Future purchases of these common shares will be made over time in the open
market or through privately negotiated transactions.
AirNet anticipates that operating cash and capital expenditure requirements
will continue to be funded by cash flow from operations, cash on hand and
bank borrowings.
SEASONALITY AND VARIABILITY IN QUARTERLY RESULTS
AirNet's operations historically have been somewhat seasonal and somewhat
dependent on the number of banking holidays falling during the week. Because
financial institutions are currently AirNet's principal customers, AirNet's
air system is scheduled primarily around the needs of financial institution
customers. When financial institutions are closed, there is no need for
AirNet to operate a full system. AirNet's fiscal quarter ending December 31
is often the most impacted by bank holidays (including Thanksgiving and
Christmas) recognized by its primary customers. When these holidays fall on
Monday through Thursday, AirNet's revenue and net income are adversely
affected. AirNet's annual results fluctuate as well.
Operating results are also affected by the weather. AirNet generally
experiences higher maintenance costs during its fiscal quarter ending March 31.
Winter weather often requires additional costs for de-icing, hangar rental and
other aircraft services.
11
SELECTED QUARTERLY DATA
The following is a summary of the unaudited quarterly results of operations for
the quarterly periods ended (in thousands, except per share data):
Quarters Ended,
-----------------------------------------------
March June September December
31 30 30 31
-------- -------- ---------- -----------
2000
Net revenues $ 33,674 $ 34,825 $ 33,775 $ 32,930
Income from operations 2,915 3,865 3,847 3,872
Net income 1,374 1,966 1,971 1,944
Net income per share - basic and
assuming dilution $ .12 $ .18 $ .18 $ .18
1999
Net revenues $ 30,522 $ 31,766 $ 33,538 $ 32,872
Income from operations 3,510 4,298 2,265 2,984
Income before cumulative effect of
accounting change 1,714 2,184 993 1,381
Cumulative effect of accounting
change, net of tax (2,488) -- -- --
-------- -------- ---------- -----------
Net income (loss) ($ 774) $ 2,184 $ 993 $ 1,381
Income per share
Income before cumulative effect of
accounting change $ .15 $ .19 $ .09 $ .12
Cumulative effect of accounting
change, net of tax (.22) -- -- --
-------- -------- ---------- ----------
Net income (loss) (.07) .19 .09 .12
Income per share - assuming dilution
Income before cumulative effect of
accounting change .15 .19 .09 .12
Cumulative effect of accounting
change, net of tax (.22) -- -- --
-------- -------- ---------- ----------
Net income (loss) ($ .07) $ .19 $ .09 $ .12
INFLATION
Historically, inflation has not been a significant factor to AirNet. Although
the value of AirNet's service to its primary customers is enhanced by higher
interest rates, the volume of business has not changed historically with
fluctuating interest rates. AirNet has attempted to minimize the effects of
inflation on its operating results through rate increases and cost controls.
FUEL SURCHARGE/REBATE PROGRAM
AirNet maintains a fuel surcharge/rebate program for its check delivery
customers. Under this program, as the OPIS-CMH (Ohio Price Information
Service -Columbus, Ohio Station) price of jet fuel exceeds $0.75 per gallon,
customers are surcharged. In turn, if the OPIS-CMH price falls below $0.60
per gallon, the same customers receive a rebate. Due to the recent increases
in fuel prices, AirNet also implemented temporary fuel surcharges to its
express delivery customers. The initial surcharge rate was set at 2% on most
air and ground charges on February 6, 2000. In September 2000, the rate was
increased to 4%. AirNet intends to rescind the surcharge when fuel prices
return to lower, more stabilized levels.
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Form 10-K, including, but not limited to,
information regarding future economic performance and plans and objectives of
AirNet's management, are forward-looking statements which involve risks and
uncertainties. When used in this document, the words "anticipate,"
"estimate," "expect," "may," "plan," "project" and similar expressions are
intended to be among statements that identify forward-looking statements.
These statements involve risks and uncertainties such as the following, in
addition to other factors not listed, which could cause actual results to
differ materially from any forward-looking statement: potential changes by
the FAA, which could increase the regulation of AirNet's business; potential
changes by the Federal Reserve, which could change the competitive
environment of transporting cancelled checks; adverse weather conditions; the
ability to attract and retain qualified pilots; technological advances and
increases in the use of electronic funds transfers; as well as other
economic, competitive and governmental
12
factors affecting AirNet's markets, prices and other facets of its
operations. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated. AirNet undertakes no responsibility to
update for changes related to these or any other factors that may hereafter
occur. The following factors, in addition to those factors listed above and
other possible factors not listed, could affect AirNet's actual results and
cause such results to differ materially from those expressed in
forward-looking statements:
COMPETITION
The market for express air and ground delivery service is highly competitive.
AirNet's bank services division competes primarily against the Federal
Reserve Bank's Check Relay Network, which has significantly greater financial
and other resources than AirNet. The Federal Reserve is regulated by the
Monetary Control Act of 1980, which in general requires that the Federal
Reserve price its services on a cost basis plus a set percentage private
sector market adjustment factor. Failure by the Federal Reserve to comply
with the Monetary Control Act could have an adverse competitive impact on
AirNet. In addition, there can be no assurance that the Monetary Control Act
will not be amended, modified or repealed, or that new legislation affecting
AirNet's business will not be enacted. Although major participants in the
next-day and second-day air delivery market (such as UPS and FedEx) have also
entered the business of SameDay and early morning delivery, they have not had
a material adverse effect on AirNet's business to date. However, there can be
no assurance that these competitors will not have a material adverse effect
in the future.
TECHNOLOGY
Some analysts have predicted that the increased use of electronic funds
transfers will lead to a "checkless society," which could adversely affect
the demand for AirNet's check delivery services to the financial services
industry. In addition, some financial services industry analysts have
predicted the development of various forms of imaging technology that could
reduce or eliminate the need for prompt delivery of cancelled checks.
Similarly, technological advances in the nature of "electronic mail" and
"telefax" have affected the demand for on-call delivery services by express
delivery customers. While none of these technological advances have had a
significant adverse impact on AirNet's business to date, there can be no
assurances that these or similar technologies, or other regulatory or
technological changes in the check clearance and national payment systems,
will not have an adverse affect on AirNet's business in the future.
PERMITS AND LICENSING; REGULATION
AirNet's delivery operations are subject to various federal, state and local
regulations that in many instances require permits and licenses. Failure by
AirNet to maintain required permits or licenses, or to comply with the
applicable regulations, could result in substantial fines or possible
revocation of the company's authority to conduct certain of its operations.
AirNet's flight operations are regulated by the FAA under Part 135 of the
Federal Aviation Regulations. Among other things, these regulations govern
permissible flight and duty time for aviation flight crews. The FAA is
currently contemplating certain changes in flight and duty time guidelines,
which, if adopted, could increase AirNet's operating costs. These changes, if
adopted, could also require AirNet and other operators regulated by the FAA
to hire additional flight crew personnel. In addition, Congress, from time to
time, has considered various means, including excise taxes, to raise revenues
directly from the airline industry to pay for air traffic control facilities
and personnel. There can be no assurances that Congress will not change the
current federal excise tax rate or enact new excise taxes, which could
adversely affect AirNet's business.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
AirNet is exposed to certain market risks from transactions that are entered
into during the normal course of business. AirNet's primary market risk
exposure relates to interest rate risk. At December 31, 2000, AirNet had a
$22.7 million outstanding balance on its revolving credit facility. This
facility bears interest at AirNet's option of a fixed rate determined by the
Eurodollar rate, a negotiated rate or a floating rate. Assuming borrowing
levels at December 31, 2000, a one hundred basis point change in interest
rates would impact net interest expense by approximately $227,000 per year.
In 1999, AirNet entered into two interest rate swap agreements with a bank as
a hedge against the interest rate risk associated with borrowings. The swap
agreements each have a notional amount of $5.0 million and effectively locked
in a portion of AirNet's variable rate revolving credit liability at fixed
rates of 6.3% and 6.5% plus a margin based on AirNet's funded debt ratio.
Each swap agreement contains a three-year term. At December 31, 2000, the
aggregate fair value of these interest rate swaps was approximately
($105,000).
13
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Auditors
Shareholders and Board of Directors
AirNet Systems, Inc.
We have audited the accompanying consolidated balance sheets of AirNet
Systems, Inc. as of December 31, 2000 and 1999, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of
the three years in the period ended December 31, 2000. Our audits also
include the financial statement schedule listed in the Index at Item 14 (a)
2. These financial statements and schedule are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of AirNet Systems,
Inc. at December 31, 2000 and 1999, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Ernst & Young LLP
Columbus, Ohio
February 8, 2001
14
AIRNET SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
In thousands, except per share data
December 31,
2000 1999
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 1,118 $ 1,667
Accounts receivable:
Trade, less allowances of $601 and $598 at
December 31, 2000 and 1999, respectively 16,279 14,919
Shareholders and associates 99 154
Inventory and spare parts 6,618 10,426
Taxes refundable 283 2,382
Deferred taxes 314 738
Deposits and prepaids 1,473 1,733
--------- ---------
Total current assets 26,184 32,019
Net property and equipment 86,600 84,733
Other assets:
Goodwill, net of accumulated amortization of $1,041 and $715
at December 31, 2000 and 1999, respectively 7,705 7,920
Other intangibles, net of accumulated amortization of $489
and $2,264 at December 31, 2000 and 1999, respectively 233 375
Investment in partnership and other 1,811 2,234
--------- ---------
TOTAL ASSETS $ 122,533 $ 127,281
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,456 $ 5,203
Salaries and related liabilities 3,271 2,792
Accrued expenses 1,873 1,206
Current portion of notes payable 33 29
--------- ---------
Total current liabilities 9,633 9,230
Notes payable, less current portion 22,686 33,919
Deferred tax liability 11,369 10,381
Shareholders' equity:
Preferred shares, $.01 par value; 10,000 shares
authorized; and no shares issued and outstanding -- --
Common shares, $.01 par value; 40,000 shares authorized;
and 12,753 shares issued at December 31, 2000 and 1999 128 128
Additional paid-in-capital 77,702 78,182
Retained earnings 22,462 15,207
Treasury shares, 1,840 and 1,343 shares held at cost
at December 31, 2000 and 1999, respectively (21,447) (19,766)
--------- ---------
Total shareholders' equity 78,845 73,751
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 122,533 $ 127,281
========= =========
See notes to consolidated financial statements
15
AIRNET SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands, except per share data
Year Ended December 31,
2000 1999 1998
--------- --------- ---------
NET REVENUES
Air transportation, net of excise tax of $4,216, $3,592, and $3,106 for the
years ended December 31, 2000, 1999, and 1998, respectively:
Check delivery $ 100,070 $ 98,951 $ 93,206
Express delivery 34,483 28,714 19,109
Fixed base and other operations 650 1,033 1,366
--------- --------- ---------
TOTAL NET REVENUES 135,203 128,698 113,681
COSTS AND EXPENSES
Air transportation
Wages and benefits 17,621 16,389 13,871
Aircraft fuel 11,226 11,307 10,160
Aircraft maintenance 8,831 7,625 7,407
Ground couriers and outside services 27,961 25,438 21,301
Depreciation 13,680 11,391 10,101
Other 24,170 25,165 19,953
Fixed base operations 1,103 1,089 853
Selling, general and administrative 16,112 17,237 13,782
--------- --------- ---------
TOTAL COSTS AND EXPENSES 120,704 115,641 97,428
--------- --------- ---------
Income from operations 14,499 13,057 16,253
Acquisition termination charge -- -- 5,570
Interest expense 2,283 2,477 1,336
--------- --------- ---------
Income before income taxes 12,216 10,580 9,347
Provision for income taxes 4,961 4,308 3,711
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 7,255 6,272 5,636
Cumulative effect of accounting change, net of $1,735 tax benefit -- (2,488) --
--------- --------- ---------
NET INCOME $ 7,255 $ 3,784 $ 5,636
Income per common share - basic and assuming dilution
Income before cumulative effect of accounting change $ 0.66 $ 0.55 $ 0.46
Cumulative effect of accounting change, net of tax -- (0.22) --
--------- --------- ---------
Net income $ 0.66 $ 0.33 $ 0.46
========= ========= =========
See notes to consolidated financial statements
16
AIRNET SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Year Ended December 31,
2000 1999 1998
-------- -------- --------
OPERATING ACTIVITIES
Net income $ 7,255 $ 3,784 $ 5,636
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of accounting change -- 2,488 --
Depreciation 13,810 11,525 10,209
Amortization of intangibles 692 789 1,067
Deferred taxes 1,413 766 4,218
Provision for losses on accounts receivable 171 504 150
Loss on disposition of assets 68 102 55
Cash provided by (used in) operating assets and liabilities:
Accounts receivable (1,476) (2,338) (1,574)
Inventory and spare parts 3,808 (1,040) (3,333)
Prepaid expenses 260 1,015 112
Start-up costs -- -- (2,165)
Accounts payable (747) (727) 1,448
Salaries and related liabilities 479 1,508 (324)
Accrued expenses 668 (2,684) 2,168
Taxes payable 2,099 3,553 (6,423)
Other, net 101 257 742
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 28,601 19,502 11,986
INVESTING ACTIVITIES
Acquisition of Mercury Business Services, Inc., net of cash acquired -- -- (1,827)
Acquisition of Data Air Courier, Inc., net of cash acquired -- -- (34)
Purchases of property and equipment (15,825) (17,639) (18,706)
Payments for covenants not to compete (15) (170) (540)
Proceeds from sales of property and equipment 79 96 415
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (15,761) (17,713) (20,692)
FINANCING ACTIVITIES
Proceeds from 1996 Incentive Stock Plan Programs 195 293 1,947
Net borrowings (repayments) under the revolving credit facility (11,200) (1,500) 25,800
Repayment of long-term debt (29) (57) (24)
Purchase of treasury stock (2,355) -- (20,000)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (13,389) (1,264) 7,723
-------- -------- --------
Net increase (decrease) in cash (549) 525 (983)
Cash and cash equivalents at beginning of year 1,667 1,142 2,125
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,118 $ 1,667 $ 1,142
======== ======== ========
See notes to consolidated financial statements
17
AIRNET SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
In thousands
Common Shares Additional
------------- ----------
Number of Paid-in Retained Treasury
Shares Amount Capital Earnings Shares Total
------ ------ -------- -------- -------- --------
Balance December 31, 1997 12,753 $ 128 $ 79,778 $ 5,787 ($ 5,433) $ 80,260
Net income -- -- -- 5,636 -- 5,636
Issuance of treasury shares - exercise of stock options -- -- (685) -- 2,184 1,499
Issuance of treasury shares - Associate Stock Purchase Program -- -- (34) -- 315 281
Issuance of treasury shares - acquisition of Mercury -- -- (604) -- 2,427 1,823
Issuance of treasury shares - associate stock bonus -- -- -- -- 175 175
Purchase treasury shares -- -- -- -- (20,000) (20,000)
------ ------ -------- -------- -------- --------
Balance December 31, 1998 12,753 128 78,455 11,423 (20,332) 69,674
Net income -- -- -- 3,784 -- 3,784
Issuance of treasury shares - Associate Stock Purchase Program -- -- (273) -- 566 293
------ ------ -------- -------- -------- --------
Balance December 31, 1999 12,753 128 $ 78,182 $ 15,207 ($19,766) $ 73,751
Net Income -- -- -- 7,255 -- 7,255
Purchase of treasury shares -- -- -- -- (2,418) (2,418)
Issuance treasury shares - Associate Stock Purchase Program -- -- (348) -- 542 194
Issuance treasury shares - Director Compensation Plan -- -- (132) -- 195 63
------ ------ -------- -------- -------- --------
Balance December 31, 2000 12,753 $ 128 $ 77,702 $ 22,462 ($21,447) $ 78,845
====== ====== ======== ======== ======== ========
18
1. SIGNIFICANT ACCOUNTING POLICIES
AirNet Systems, Inc. and its subsidiaries (the "company") operate a fully
integrated national air transportation network that provides delivery service
for time-critical shipments for customers in the U.S. banking industry and
other industries requiring the express delivery of packages. The company also
offers retail aviation fuel sales and related ground services for customers
at its Columbus, Ohio facility.
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
the company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
Preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Certain 1998 and 1999 balances have been reclassified to conform with the
2000 presentation.
REVENUE RECOGNITION
Revenue on air transportation services is recognized when the packages are
delivered to their destination. Revenue on fixed based operations is
recognized when the maintenance services are complete or fuel is delivered.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of highly liquid investments which are
unrestricted as to withdrawal or use, and which have an original maturity of
three months or less. Cash equivalents are stated at cost, which approximates
market value.
ACCOUNTS RECEIVABLE
For 2000, approximately 74% and 55% of the company's revenues and related
receivables, respectively, were generated from customers within the banking
industry. The company performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. The company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risks of specific customers, historical trends and other
information.
INVENTORY AND SPARE PARTS
Inventory and spare parts are valued at the lower of cost (weighted average
method) or market. At December 31, 2000 and 1999, the balances included
aircraft held for resale valued at $255,000 and $3,891,000, respectively.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Engines, overhauls and major
inspections, which have been capitalized and included in flight equipment,
are depreciated and amortized on the basis of hours flown. Airframes, other
flight equipment and other property and equipment (primarily furniture and
equipment, leasehold improvements and vehicles) are depreciated using the
straight-line method over the estimated useful lives of the assets, as
summarized below:
Airframes 15 years
Buildings 30 years
Other flight equipment 2 - 5 years
Other property and equipment 3 - 10 years
The company prepays certain engine repair and overhaul services under
manufacturer service plans. These prepaid balances are classified as fixed
assets and amortization begins when major repairs or overhauls occur. Prepaid
balances, included as other property and equipment, were $3,448,000 and
$2,398,000 at December 31, 2000 and 1999, respectively.
INVESTMENT IN SUBSIDIARY
AirNet wholly owns Float Control, Inc., which holds a 19% interest in the
Check Exchange System Co. ("CHEXS"). Float Control accounts for its
investment in CHEXS under the equity method of accounting. At December 31,
2000 and 1999, Float Control's recorded investment in CHEXS was $1,684,000
and $2,065,000, respectively.
19
INCOME TAXES
The company accounts for income taxes under the liability method pursuant to
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Under the liability method, deferred tax liabilities and assets are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities using enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
GOODWILL
Goodwill is amortized on a straight-line basis over 25 years. The company's
policy is to periodically review its goodwill and other long-lived assets
based upon the evaluation of such factors as the occurrence of a significant
adverse event or change in the environment in which the business operates or
if the expected future cash flows (undiscounted and without interest) would
become less than the carrying amount of the asset. An impairment loss would
be recorded in the period such determination is made based on the fair value
of the related businesses.
FINANCIAL INSTRUMENTS
The fair values of the Company's financial instruments approximated their
carrying values at December 31, 2000 and 1999.
The company uses interest rate swaps for the purpose of hedging its exposure
to fluctuations in interest rates. The swaps meet the requirements
designation and correlation for use of the accrual method of accounting.
Differentials in the swapped amounts are recorded as adjustments of the
underlying periodic cash flows that are being hedged.
INTANGIBLES
Intangibles include non-competition agreements, which are being amortized on
the straight-line method over periods ranging from one to five years.
SEGMENT REPORTING
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of
an Enterprise and Related Information, which established annual and interim
reporting and disclosure standards for an enterprise's operating segments.
SFAS No. 131 became effective for fiscal years beginning after December 15,
1997. The company has historically not segregated costs between its Bank
Delivery and Express Delivery operations. Prior to 2000, AirNet did not
report segment information due to accounting system limitations. The company
modified its accounting systems and began reporting segment information on a
going forward basis beginning with the quarter ended March 31, 2000, as
restatement of prior periods is impracticable.
AirNet divides its business into two operating segments: Bank Delivery and
Express Delivery. The Bank Delivery segment transports cancelled checks and
related information for the U.S. banking industry. The Express Delivery
segment provides specialized, high priority delivery service for customers
requiring late pick-ups and early deliveries combined with prompt, on-line
delivery information.
AirNet's assets are not allocated between segments due to significant overlap
in usage of the aircraft fleet, vehicles and facilities. Management evaluates
the performance of each segment based on operating income.
Summarized financial information concerning AirNet's reportable segments is
shown in the following table for the year ended December 31, 2000 (in
thousands). The "Other" category includes AirNet's fixed base operations and
income and expense not allocated to the reportable segments.
Net Revenues
Bank Delivery $100,070
Express Delivery 34,483
Other 650
--------
Total 135,203
Income (loss) from operations
Bank Delivery 16,090
Express Delivery (1,106)
Other (485)
--------
Total $14,499
20
EFFECT OF NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, as amended,
which is required to be adopted by AirNet effective January 1, 2001. The
Statement will require the company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities, or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
Based on AirNet's derivative positions at December 31, 2000 (see Note 5), the
company estimates that it will report a reduction in other comprehensive
income of approximately $105,000 from the cumulative effect of the adoption.
SUPPLEMENTAL CASH FLOW DATA
Cash paid for interest was $2,269,000, $2,411,000, and $1,236,000 for the
years ended December 31, 2000, 1999, and 1998, respectively. Cash paid for
taxes was $1,728,000, $559,000, and $6,078,000 for the years ended December 31,
2000, 1999 and 1998, respectively.
2. WRITE OFF OF START-UP COSTS
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) No. 98-5, Reporting on the Costs of Start-Up
Activities, which requires that costs related to start-up activities be
expensed as incurred. Prior to July 1, 1998, the company capitalized start-up
costs associated with its premium products line of business. Effective July
1, 1998, the company ceased capitalizing such costs and began amortizing the
previously capitalized costs over five years. The company adopted the
provisions of the SOP in its financial statements as of January 1, 1999 which
resulted in the write-off of unamortized start-up costs at that time. Had the
company accounted for start-up costs under SOP 98-5 in 1998 and 1999, its net
income and net income per share would have been the following:
1999 1998
---------- ----------
Proforma net income $6,272,000 $4,632,000
-per share (assuming dilution) $0.55 $0.37
3. ACQUISITIONS
Effective August 11, 1998, the company acquired all of the outstanding common
stock of Mercury Business Services, Inc. ("Mercury"), an express delivery
management service located in Boston. The company accounted for the acquisition
under the purchase method of accounting. The purchase price of the acquisition
included $1,827,000 in cash (net of cash acquired) and approximately 118,000
AirNet common shares and resulted in goodwill of $3,544,000, which is being
amortized over 25 years, and covenants not to compete totaling $300,000. The
covenants not to compete are amortized over the terms of the agreements, which
range from two to three years. The acquired assets and assumed liabilities have
been recorded at their estimated fair values as of August 11, 1998. The
company's consolidated financial statements include the results of operations of
Mercury since the purchase date. The pro forma results of operations for this
acquisition would not have been significantly different than those presented for
AirNet.
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31:
2000 1999
------------ ------------
Flight equipment $143,679,000 $130,432,000
Other property and equipment 21,770,000 20,803,000
------------ ------------
165,449,000 151,235,000
Less accumulated depreciation 78,849,000 66,502,000
------------ ------------
Net property and equipment $ 86,600,000 $ 84,733,000
============ ============
21
5. NOTES PAYABLE
The company had borrowings as follows at December 31:
2000 1999
----------- -----------
Term note $ 119,000 $ 148,000
Revolving credit facility 22,600,000 33,800,000
----------- -----------
22,719,000 33,948,000
Current portion of notes payable 33,000 29,000
----------- -----------
Long-term portion of notes payable $22,686,000 $33,919,000
=========== ===========
The company's credit agreement provides the company with a $50,000,000
unsecured revolving credit facility. The agreement has a five-year term and
is scheduled to expire on August 1, 2003. The agreement may be extended in
one-year increments at any point through August 1, 2003. The agreement bears
interest at the company's option of a fixed rate determined by the Eurodollar
rate, a negotiated rate or a floating rate, plus a margin based on the
company's funded debt ratio. The floating rate is based on the sum of (a) a
margin plus (b) the greater of (i) the prime rate and (ii) the sum of .5%
plus the federal funds rate in effect from time to time. The credit agreement
limits the availability of funds to certain specified percentages of accounts
receivable, inventory and the wholesale value of aircraft and equipment. In
addition, the credit agreement requires the maintenance of certain minimum
net worth and cash flow levels, imposes certain limitations on payments of
dividends and restricts the amount of additional debt.
The Company also maintains standby letters of credit totaling $1,025,000 with
a bank related to its insurance policy agreements.
In 1999, the company entered into two interest rate swap agreements with a
bank as a hedge against the interest rate risk associated with borrowings.
The swap agreements each have a notional amount of $5,000,000 and effectively
lock in a portion of the company's variable rate revolving credit liability
at fixed rates of 6.3% and 6.5% plus a margin based on the company's funded
debt ratio. These swap agreements are in effect for a period of three years.
The differential to be paid or received is accrued as interest rates change
and is recognized as an adjustment to the interest expense in the statements
of operations. The company does not use derivative financial instruments for
speculative purposes.
In conjunction with the purchase of the company's operations facility in
1997, the company issued a $263,000 term note. The terms of the note require
monthly principal and interest payments of $4,000 through 2005 and the note
is collateralized by the facility.
6. 1996 INCENTIVE STOCK PLAN
In 1996, the company adopted the AirNet Systems, Inc. 1996 Incentive Stock
Plan (the "Plan"). The Plan was last amended in August 1999. The Plan
provides for the issuance of incentive and non-qualified stock options,
restricted stock and performance shares and a stock purchase plan
(collectively, "Awards"). The Plan also provides for the grant of stock
options to outside directors. The maximum number of common shares available
for issuance under the Plan is 1,650,000 through 2006. The Plan is
administered by the Compensation Committee of the Board of Directors, which
determines the terms and conditions applicable to the Awards. The exercise
price of each option equals the market price of a common share on the date of
grant. An option's maximum term is ten years (five years for ISOs granted to
10% shareholders). Option vesting periods range from vesting upon grant to
vesting over four years.
A summary of the company's stock option activity and related information
follows (in thousands, except price per share data) for the years ended
December 31:
2000 1999 1998
-------------------- ------------------ ------------------
Weighted Weighted Weighted
Average Average Average
Common Exercise Common Exercise Common Exercise
Shares Price Shares Price Shares Price
-------------------- ------------------ ------------------
Outstanding at beginning of
period 1,158 $13.54 789 $16.14 651 $14.28
Granted 175 5.67 422 9.62 288 19.32
Exercised -- -- -- -- (106) 14.11
Cancelled (191) 12.33 (53) 12.04 (44) 14.12
------ ----- ----
Outstanding at end of period 1,142 12.45 1,158 13.95 789 16.14
====== ===== ====
Options exercisable at end of
period 712 14.09 662 14.82 532 14.99
22
The company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
Interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of the company's employee stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
Pro forma information regarding net income and earnings per share is required by
Statement 123, and has been determined as if the company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value of these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for the years ended December 31:
2000 1999 1998
----- ----- -----
Risk free interest rate 6.5% 6.5% 6.5%
Volatility factor of expected market price
of the company's common shares 60.0% 50.0% 54.5%
Weighted average expected life
of options (years) 5.88 6.88 7.55
The weighted average fair value of options granted was $3.49, $7.33 and $12.59
in the years ended December 31, 2000, 1999 and 1998, respectively.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The company's pro
forma information follows for the years ended December 31:
2000 1999 1998
---------- ---------- ----------
Net income, adjusted for FAS 123 $6,228,000 $2,647,000 $4,668,000
Net income per share, adjusted
for FAS 123:
Basic and assuming dilution $.56 $.23 $.38
The following summarizes information about stock options outstanding as of
December 31, 2000:
Options Outstanding Options Exercisable
------------------------------------------------------------------------------ -------------------------------
Weighted-Average
Remaining
Range of Exercise Number of Contractual Weighted-Average Number of Weighted-Average
Prices Options Life (Years) Exercise Price Options Exercise Price
----------------- ---------------- ------------- ---------------- --------- ----------------
Less than $10.00 516,510 8.5 $ 8.30 170,040 $ 9.14
$10.01-$15.00 372,000 5.3 14.12 370,000 14.13
$15.01-$20.00 201,900 6.8 17.33 119,700 17.22
$20.01-$25.00 52,000 7.4 22.72 52,000 22.72
---------------- ---------
1,142,410 7.1 $ 12.45 711,740 $ 14.09
================ =========
7. LEASE OBLIGATIONS
The company leases facility space at various locations throughout the United
States. The company incurred lease expense of $1,597,000, $1,560,000 and
$1,092,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
As of December 31, 2000, future minimum lease payments by year and in the
aggregate under non-cancelable operating leases with initial or remaining terms
exceeding one year are as follows: 2001 - $229,000; 2002 - $49,000; 2003 -
$13,000.
8. RELATED PARTY TRANSACTIONS
During 2000, AirNet provided a $200,000 bridge loan to its Chief Executive
Officer, Chief Operating Officer and President. The loan was repaid in full
during the year.
23
9. RETIREMENT PLAN
The company has a 401(k) retirement savings plan. All associates who have
completed a minimum of six months of service may contribute up to 15% of their
eligible annual earnings to the plan. The company may elect, at its discretion,
to make matching and profit-sharing contributions. The company's contribution
expense related to the plan totaled $514,000, $529,000 and $457,000 for the
years ended December 31, 2000, 1999 and 1998, respectively.
10. INCOME TAXES
Income taxes are summarized as follows for the years ended December 31:
2000 1999 1998
---------- ---------- ----------
Current:
Federal $2,041,000 $1,594,000 $1,299,000
State and local 801,000 63,000 230,000
---------- ---------- ----------
2,842,000 1,657,000 1,529,000
Deferred:
Federal 2,037,000 2,195,000 1,855,000
State and local 82,000 456,000 327,000
---------- ---------- ----------
2,119,000 2,651,000 2,182,000
---------- ---------- ----------
$4,961,000 $4,308,000 $3,711,000
========== ========== ==========
Significant components of the company's deferred tax liabilities and assets are
as follows at December 31:
2000 1999
------------ ------------
Long-term deferred tax asset:
Alternative minimum tax credits $ 3,094,000 $ 3,406,000
Other 301,000 -
Long-term deferred tax liabilities:
Property and equipment (13,085,000) (11,840,000)
Intangible assets and other (1,679,000) (1,947,000)
------------ ------------
Net long-term deferred tax liabilities ($11,369,000) ($10,381,000)
============ ============
Current deferred tax assets:
Workers' compensation reserves $ 184,000 $ 265,000
Health insurance reserves - 168,000
Allowance for bad debt reserves 237,000 236,000
Other 113,000 265,000
------------ ------------
Total current assets 534,000 934,000
Current deferred tax liabilities:
Prepaid expenses (220,000) (172,000)
Other - (24,000)
------------ ------------
Total current liabilities (220,000) (196,000)
------------ ------------
Net current deferred tax assets $ 314,000 $ 738,000
============ ============
Differences arising between the provision for income taxes and the amount
computed by applying the statutory federal income tax rate to income before
income taxes are as follows for the years ended December 31:
2000 1999 1998
------------------ -------------------- -------------------
Tax expense at federal statutory
rate on pretax income $4,153,000 34.0% $3,597,000 34.0% $3,178,000 34.0%
Add (deduct):
State taxes, net of Federal benefit 610,000 5.0 566,000 5.3 410,000 4.4
Non-deductible permanent differences 198,000 1.6 145,000 1.4 122,000 1.3
Other - - - - 1,000 -
------------------ -------------------- -------------------
Total taxes $4,961,000 40.6% $4,308,000 40.7% $3,711,000 39.7%
================== ==================== ===================
24
11. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income
per share for the years ended December 31:
2000 1999 1998
------------ ------------ ------------
Numerator:
Income before the cumulative effect of
accounting change $ 7,255,000 $ 6,272,000 $ 5,636,000
Cumulative effect of accounting
change, net of tax - (2,488,000) -
------------ ------------ ------------
Net Income $ 7,255,000 $ 3,784,000 $ 5,636,000
Denominator:
Basic - weighted average shares
outstanding 11,067,000 11,397,000 12,228,000
Diluted
Stock options - associates, officers
and directors - - 152,000
------------ ------------ ------------
Adjusted weighted average shares
outstanding 11,067,000 11,397,000 12,380,000
Net income per share - basic and diluted:
Income before the cumulative effect of
accounting change $.66 $.55 $.46
Cumulative effect of accounting
change, net of tax - (.22) -
------------ ------------ ------------
Net income $.66 $.33 $.46
For the years ended December 31, 2000, 1999 and 1998, 1,142,000, 1,212,000 and
102,000 stock options, respectively, were excluded from the diluted weighted
average shares outstanding calculation, as their exercise prices exceeded the
average fair market value of the underlying common shares for the year.
12. ACQUISITION TERMINATION CHARGE
On June 17, 1998, the company announced that it had terminated an agreement to
acquire Q International Courier, Inc. ("Quick"). The company had incurred
$2,370,000 of costs in conjunction with the planned acquisition, all of which
were expensed upon the termination of the agreement. In 1999, the company agreed
to settle a lawsuit filed by Quick in connection with the termination of the
planned acquisition. Settlement and litigation costs related to the suit totaled
approximately $3,200,000 and were fully expensed as of December 31, 1998.
13. LITIGATION AND CONTINGENCIES
The company is subject to claims and lawsuits in the ordinary course of its
business. In the opinion of management, the outcome of these actions, which are
not clearly determinable at the present time, are either adequately covered by
insurance, or if not insured, will not, in the aggregate, have a material
adverse impact upon the company's financial position or the results of future
operations.
25
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for in this Item 10 is incorporated herein by reference
to AirNet's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 8, 2001, under the caption "ELECTION OF
DIRECTORS." In addition, information concerning AirNet's executive officers is
included in the portion of Part I of this Annual Report on Form 10-K entitled
"Executive officers of the registrant."
ITEM 11 - EXECUTIVE COMPENSATION
The information called for in this Item 11 is incorporated herein by reference
to AirNet's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 8, 2001, under the captions "ELECTION OF
DIRECTORS - Compensation of Directors" and "EXECUTIVE COMPENSATION."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for in this Item 12 is incorporated herein by reference
to AirNet's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 8, 2001, under the caption "BENEFICIAL OWNERSHIP
OF COMMON SHARES."
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for in this Item 13 is incorporated herein by reference
to AirNet's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 8, 2001, under the caption "TRANSACTIONS WITH
Management."
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report
1. The following consolidated financial statements are included in Item
8:
Report of independent auditors
Consolidated balance sheets as of December 31, 2000 and 1999
Consolidated statements of income for the years ended December
31, 2000, 1999 and 1998
Consolidated statements of changes in shareholders' equity for
the years ended December 31, 2000, 1999 and 1998
Consolidated statements of cash flows for the years ended
December 31, 2000, 1999 and 1998
Notes to consolidated financial statements
2. Schedule II - Valuation and Qualifying Accounts is included below:
------------------------------------------------------------------------------------------------------------
COL A COL B COL C COL D COL E
Additions
-----------------------------------------------------------------------------------------------------------
Balance at Charged to Charged to Balance at
Start of Costs and Other Deductions End of
Description Period Expenses Accounts (1) Period
------------------------------------------------------------------------------------------------------------
Year end December 31, 2000:
Deducted from asset accounts;
Allowance for doubtful accounts $598,076 $170,602 $ 0 $167,564 $601,114
------------------------------------------------------------------------------------------------------------
Year end December 31, 1999:
Deducted from asset accounts;
Allowance for doubtful accounts 289,784 504,379 0 196,087 598,076
------------------------------------------------------------------------------------------------------------
Year end December 31, 1998:
Deducted from asset accounts;
Allowance for doubtful accounts 122,869 150,215 25,000 8,300 289,784
------------------------------------------------------------------------------------------------------------
26
-----------------------
(1) Uncollectible accounts written off, net of recoveries
Schedules not listed above have been omitted because they are not required
or the information required to be set forth therein is included in the
consolidated financial statements or notes thereto.
3. Exhibits
The following exhibits are included or incorporated by reference in
this Annual Report on Form 10-K:
Exhibit No. Description Location
----------- ----------- --------
3.1 Amended Articles of AirNet Systems, Inc. Incorporated herein by reference to
Exhibit 2.1 to AirNet Systems, Inc.'s
Registration Statement on Form 8-A (File
No. 0-28428) filed on May 3, 1996 (the
"Form 8-A")
3.2 Certificate of Amendment to the Amended Incorporated herein by reference to
Articles of AirNet Systems, Inc. as filed with Exhibit 4(b) to AirNet Systems, Inc.'s
the Ohio Secretary of State on May 28, 1996 Registration Statement on Form S-8
(Registration No. 333-08189) filed on July
16, 1996 (the "1996 Form S-8")
3.3 Amended Articles of AirNet Systems, Inc. (as Incorporated herein by reference to
amended through May 28, 1996) (for SEC Exhibit 4.3 to AirNet Systems, Inc.'s 1996
reporting compliance purposes only - not filed Form S-8
with the Ohio Secretary of State)
3.4 Code of Regulations of AirNet Systems, Inc. Incorporated herein by reference to
Exhibit 2.2 to AirNet Systems, Inc.'s Form
8-A
3.5 Certificate regarding adoption of amendment to Incorporated herein by reference to
Section 1.10 of the Code of Regulations of Exhibit 3.1 to AirNet Systems, Inc.'s Form
AirNet Systems, Inc. by the shareholders on May 10-Q for the period ended June 30, 2000
12, 2000
3.6 Code of Regulations of AirNet Systems, Inc. Incorporated herein by reference to
(reflecting amendments through May 12, 2000) Exhibit 3.2 to AirNet Systems, Inc.'s Form
[for SEC reporting compliance purposes only] 10-Q for the period ended June 30, 2000
4.1 Loan Agreement among AirNet Systems, Inc., the Incorporated herein by reference to
Lenders party thereto and NBD Bank, as agent, Exhibit 4.1 to AirNet Systems, Inc.'s
dated August 1, 1998 (the "Credit Agreement") Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13025)
4.2 First Amendment to Credit Agreement, dated as Incorporated herein by reference to
of September 30, 1998, among AirNet Systems, Exhibit 4.2 to AirNet Systems, Inc.'s
Inc., the Lenders party thereto and NBD Bank as Annual Report on Form 10-K for the year
agent ended December 31, 1999
4.3 Second Amendment to Credit Agreement, dated as Incorporated herein by reference to
of December 31, 1999, among AirNet Systems, Exhibit 4.3 to AirNet Systems, Inc.'s
Inc., the Lenders party thereto and Bank One, Annual Report on Form 10-K for the year
Michigan, as agent ended December 31, 1999
4.4 Subordination Agreement, dated as of December Incorporated herein by reference to
31, 1999, among Bank One, Michigan, as agent, Exhibit 4.4 to AirNet Systems, Inc.'s
the Senior Lenders party thereto, AirNet Annual Report on Form 10-K for the year
Management, Inc., and AirNet Systems, Inc. ended December 31, 1999
4.5 Subsidiary Guaranty, dated December 31, 1999, Incorporated herein by reference to
by AirNet Management, Inc. in favor of the Exhibit 4.5 to AirNet Systems, Inc.'s
Lenders party thereto the Credit Agreement Annual Report on Form 10-K for the year
ended December 31, 1999
27
Exhibit No. Description Location
----------- ----------- --------
10.1* AirNet Systems, Inc. Amended and Restated 1996 Incorporated herein by reference to
Incentive Stock Plan (reflects amendments Exhibit 10.1 to AirNet Systems, Inc.'s
through August 18, 1999) Annual Report on Form 10-K for the year
ended December 31, 1999
10.2 Indemnification Agreement, dated as of May 15, Incorporated herein by reference to
1996, among AirNet Systems, Inc. and Messrs. Exhibit 10.14 to AirNet's Amendment No. 2
Miller, Renusch, Roy, King, Rutter, Sumser and to Form S-1 Registration Statement
Wright (Registration No. 333-3092) filed on May
24, 1996 ("Amendment No. 2")
10.3 Indemnification Agreement, dated as of May 15, Incorporated herein by reference to
1996, between Mr. Mercer and AirNet Systems, Exhibit 10.11 to AirNet Systems, Inc.'s
Inc. Amendment No. 2
10.4* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and Joel E.
Biggerstaff
10.5* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and William R.
Sumser
10.6* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and Jeffrey B.
Harris
10.7 AirNet Systems, Inc. Director Deferred Incorporated herein by reference to
Compensation Plan effective May 27, 1998 Exhibit 10.7 to AirNet Systems, Inc.'s
Annual Report on Form 10-K for the year
ended December 31, 1999
10.8* AirNet Systems, Inc. Salary for Options Filed herewith
Conversion Plan, effective February 6, 2000
21 Subsidiaries of AirNet Systems, Inc. Incorporated herein by reference to
Exhibit 21 to AirNet Systems, Inc.'s
Annual Report on Form 10-K for the year
ended December 31, 1999
23 Consent of Ernst & Young LLP Filed herewith
24 Powers of Attorney Filed herewith
* Denotes a management contract or compensatory plan or arrangement required to
be filed pursuant to Item 14 of Form 10-K.
(b) No reports on Form 8-K were filed during the quarter ended December 31,
2000.
(c) Exhibits are listed in Item 14(a)(3) above.
(d) Financial statement schedules are included in Item 14(a)(1) above.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AIRNET SYSTEMS, INC.
Dated: March 20, 2001 By: /s/ Joel E. Biggerstaff
-----------------------------------------------
Joel E. Biggerstaff, Chief Executive Officer,
Chief Operating Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*GERALD G. MERCER Chairman of the Board March 20, 2001
- ----------------------------------------
Gerald G. Mercer
/s/ JOEL E. BIGGERSTAFF Chief Executive Officer, Chief Operating Officer March 20, 2001
- ---------------------------------------- and President (Principal Executive Officer)
Joel E. Biggerstaff
*WILLIAM R. SUMSER Chief Financial Officer, Treasurer, Vice March 20, 2001
- ---------------------------------------- President, Finance and Secretary
William R. Sumser
*ROGER D. BLACKWELL Director March 20, 2001
- ----------------------------------------
Roger D. Blackwell
*RUSSELL M. GERTMENIAN Director March 20, 2001
- ----------------------------------------
Russell M. Gertmenian
*DAVID P. LAUER Director March 20, 2001
- ----------------------------------------
David P. Lauer
*JAMES E. RIDDLE Director March 20, 2001
- ----------------------------------------
James E. Riddle
*By /s/ JOEL E. BIGGERSTAFF
----------------------------------------
Joel E. Biggerstaff, Attorney-in-Fact
29
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------- --------
3.1 Amended Articles of AirNet Systems, Inc. Incorporated herein by reference to
Exhibit 2.1 to AirNet Systems, Inc.'s
Registration Statement on Form 8-A (File
No. 0-28428) filed on May 3, 1996 (the
"Form 8-A")
3.2 Certificate of Amendment to the Amended Incorporated herein by reference to
Articles of AirNet Systems, Inc. as filed with Exhibit 4(b) to AirNet Systems, Inc.'s
the Ohio Secretary of State on May 28, 1996 Registration Statement on Form S-8
(Registration No. 333-08189) filed on July
16, 1996 (the "1996 Form S-8")
3.3 Amended Articles of AirNet Systems, Inc. (as Incorporated herein by reference to
amended through May 28, 1996) (for SEC Exhibit 4.3 to AirNet Systems, Inc.'s 1996
reporting compliance purposes only - not filed Form S-8
with the Ohio Secretary of State)
3.4 Code of Regulations of AirNet Systems, Inc. Incorporated herein by reference to
Exhibit 2.2 to AirNet Systems, Inc.'s Form
8-A
3.5 Certificate regarding adoption of amendment to Incorporated herein by reference to
Section 1.10 of the Code of Regulations of Exhibit 3.1 to AirNet Systems, Inc.'s Form
AirNet Systems, Inc. by the shareholders on May 10-Q for the period ended June 30, 2000
12, 2000
3.6 Code of Regulations of AirNet Systems, Inc. Incorporated herein by reference to
(reflecting amendments through May 12, 2000) Exhibit 3.2 to AirNet Systems, Inc.'s Form
[for SEC reporting compliance purposes only] 10-Q for the period ended June 30, 2000
4.1 Loan Agreement among AirNet Systems, Inc., the Incorporated herein by reference to
Lenders party thereto and NBD Bank, as agent, Exhibit 4.1 to AirNet Systems, Inc.'s
dated August 1, 1998 (the "Credit Agreement") Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13025)
4.2 First Amendment to Credit Agreement, dated as Incorporated herein by reference to
of September 30, 1998, among AirNet Systems, Exhibit 4.2 to AirNet Systems, Inc.'s
Inc., the Lenders party thereto and NBD Bank as Annual Report on Form 10-K for the year
agent ended December 31, 1999
4.3 Second Amendment to Credit Agreement, dated as Incorporated herein by reference to
of December 31, 1999, among AirNet Systems, Exhibit 4.3 to AirNet Systems, Inc.'s
Inc., the Lenders party thereto and Bank One, Annual Report on Form 10-K for the year
Michigan, as agent ended December 31, 1999
4.4 Subordination Agreement, dated as of December Incorporated herein by reference to
31, 1999, among Bank One, Michigan, as agent, Exhibit 4.4 to AirNet Systems, Inc.'s
the Senior Lenders party thereto, AirNet Annual Report on Form 10-K for the year
Management, Inc., and AirNet Systems, Inc. ended December 31, 1999
4.5 Subsidiary Guaranty, dated December 31, 1999, Incorporated herein by reference to
by AirNet Management, Inc. in favor of the Exhibit 4.5 to AirNet Systems, Inc.'s
Lenders party thereto the Credit Agreement Annual Report on Form 10-K for the year
ended December 31, 1999
1
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------- --------
10.1* AirNet Systems, Inc. Amended and Restated 1996 Incorporated herein by reference to
Incentive Stock Plan (reflects amendments Exhibit 10.1 to AirNet Systems, Inc.'s
through August 18, 1999) Annual Report on Form 10-K for the year
ended December 31, 1999
10.2 Indemnification Agreement, dated as of May 15, Incorporated herein by reference to
1996, among AirNet Systems, Inc. and Messrs. Exhibit 10.14 to AirNet's Amendment No. 2
Miller, Renusch, Roy, King, Rutter, Sumser and to Form S-1 Registration Statement
Wright (Registration No. 333-3092) filed on May
24, 1996 ("Amendment No. 2")
10.3 Indemnification Agreement, dated as of May 15, Incorporated herein by reference to
1996, between Mr. Mercer and AirNet Systems, Exhibit 10.11 to AirNet Systems, Inc.'s
Inc. Amendment No. 2
10.4* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and Joel E.
Biggerstaff
10.5* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and William R.
Sumser
10.6* Employment Agreement, effective March 1, 2001, Filed herewith
between AirNet Systems, Inc. and Jeffrey B.
Harris
10.7 AirNet Systems, Inc. Director Deferred Incorporated herein by reference to
Compensation Plan effective May 27, 1998 Exhibit 10.7 to AirNet Systems, Inc.'s
Annual Report on Form 10-K for the year
ended December 31, 1999
10.8* AirNet Systems, Inc. Salary for Options Filed herewith
Conversion Plan, effective February 6, 2000
21 Subsidiaries of AirNet Systems, Inc Incorporated herein by reference to
Exhibit 21 to AirNet Systems, Inc.'s
Annual Report on Form 10-K for the year
ended December 31, 1999
23 Consent of Ernst & Young LLP Filed herewith
24 Powers of Attorney Filed herewith
* Denotes a management contract or compensatory plan or arrangement required
to be filed pursuant to Item 14 of Form 10-K.
2