##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    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.
  Ohio
    
    31-1458309(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)7250 Star Check Drive, Columbus, Ohio
    
    43217(Address of principal executive offices)
    
    (Zip Code)
 (614) 409-4900
 Not Applicable
 þ o
  o o þ
 o þ




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##### 



TABLE OF CONTENTS
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Balance Sheets: 
March 31, 2007 (Unaudited) and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations:
Three Months Ended March 31, 2007 and 2006 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows:
Three Months Ended March 31, 2007 and 2006 (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20Item 4T. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24INDEX TO EXHIBITS
    
    
    25EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AIRNET SYSTEMS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 In thousands, except par value data
    
    March 31,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,135
    
    
    $
    2,244Accounts receivable, less allowances
    
    
    22,199
    
    
    
    22,345Taxes receivable
    
    
    29
    
    
    
    Deposits and prepaids
    
    
    2,242
    
    
    
    2,463Assets related to discontinued operations
    
    
    507
    
    
    
    1,465Assets held for sale
    
    
    69
    
    
    
    280Total current assets
    
    
    26,181
    
    
    
    28,797Net property and equipment
    
    
    27,233
    
    
    
    27,690Deposits and other assets
    
    
    60
    
    
    
    60Total assets
    
    $
    53,474
    
    
    $
    56,547LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    7,574
    
    
    $
    8,876Salaries and related liabilities
    
    
    2,437
    
    
    
    4,716Current portion of notes payable
    
    
    1,984
    
    
    
    1,944Taxes payable
    
    
    
    
    
    
    935Other liabilities related to discontinued operations
    
    
    50
    
    
    
    50Total current liabilities
    
    
    12,045
    
    
    
    16,521Notes payable, less current portion
    
    
    5,500
    
    
    
    6,011Shareholders equity:Preferred shares, $.01 par value; 10,000 shares authorized; no
shares issued and outstanding
    
    
    
    
    
    
    Common shares, $.01 par value; 40,000 shares authorized; 12,763
issued at March 31, 2007 and December 31, 2006, respectively
    
    
    128
    
    
    
    128Additional paid-in-capital
    
    
    76,962
    
    
    
    76,906Retained deficit
    
    
    (17,888
    )
    
    
    (19,746
    )Accumulated other comprehensive loss
    
    
    (13
    )
    
    
    (13
    )Treasury shares, 2,595and 2,598 common shares held at cost at
March 31, 2007 and December 31, 2006, respectively
    
    
    (23,260
    )
    
    
    (23,260
    )Total shareholders equity
    
    
    35,929
    
    
    
    34,015Total liabilities and shareholders equity
    
    $
    53,474
    
    
    $
    56,547
  3




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AIRNET SYSTEMS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 In thousands, except per share data
    
    Three Months EndedMarch 31,2007
    
    
    2006NET REVENUES, NET OF EXCISE TAXBank services
    
    $
    26,494
    
    
    $
    28,284Express services
    
    
    14,214
    
    
    
    14,044Aviation services
    
    
    804
    
    
    
    377Total net revenues
    
    
    41,512
    
    
    
    42,705COSTS AND EXPENSESAircraft fuel
    
    
    6,123
    
    
    
    6,992Aircraft maintenance
    
    
    7,328
    
    
    
    4,095Operating wages and benefits
    
    
    4,932
    
    
    
    4,975Contracted air costs
    
    
    3,783
    
    
    
    4,169Ground courier
    
    
    8,906
    
    
    
    8,179Depreciation
    
    
    1,246
    
    
    
    2,883Insurance, rent and landing fees
    
    
    2,138
    
    
    
    1,877Travel, training and other
    
    
    1,584
    
    
    
    1,531Selling, general and administrative
    
    
    4,262
    
    
    
    4,465Net (gain) on disposition of assets
    
    
    (880
    )
    
    
    (8
    )Total costs and expenses
    
    
    39,422
    
    
    
    39,158Income from continuing operations before interest
and income taxes
    
    
    2,090
    
    
    
    3,547Interest expense
    
    
    132
    
    
    
    530Income from continuing operations before income taxes
    
    
    1,958
    
    
    
    3,017Provision for income taxes
    
    
    100
    
    
    
    1,121Net income from continuing operations
    
    
    1,858
    
    
    
    1,896Income (loss) from discontinued operations
    
    
    
    
    
    
    (209
    )Net income
    
    $
    1,858
    
    
    $
    1,687Income (loss) per common share  basic and diluted:Continuing operations
    
    $
    0.18
    
    
    $
    0.19Discontinued operations
    
    
    
    
    
    
    (0.02
    )Net income per common share  basic and diluted
    
    $
    0.18
    
    
    $
    0.17
  4




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AIRNET SYSTEMS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 In thousands
    
    Three Months EndedMarch 31,2007
    
    
    2006Operating activities:Net income from continuing operations
    
    $
    1,858
    
    
    $
    1,896Adjustments to reconcile net income from continuing operations to
net cash provided by (used in) operating activities:Depreciation
    
    
    1,246
    
    
    
    2,882Net (gain) on disposition of assets
    
    
    (880
    )
    
    
    (8
    )Deferred income taxes
    
    
    
    
    
    
    1,054Stock-based compensation expense
    
    
    55
    
    
    
    30Other, net
    
    
    
    
    
    
    13Cash provided by (used in) operating assets and liabilities:Accounts receivable
    
    
    1,386
    
    
    
    (335
    )Taxes receivable or payable
    
    
    (964
    )
    
    
    (24
    )Deposits and prepaids
    
    
    221
    
    
    
    229Accounts payable and accrued expenses
    
    
    (1,302
    )
    
    
    555Salaries and related liabilities
    
    
    (2,279
    )
    
    
    (1,940
    )Deferred income taxes
    
    
    
    
    
    
    (84
    )Net cash provided by (used in) continuing operations
    
    
    (659
    )
    
    
    4,268Net cash provided by discontinued operations
    
    
    458
    
    
    
    515Net cash provided by (used in) operating activities
    
    
    (201
    )
    
    
    4,783Investing activities:Purchases of property and equipment   net
    
    
    (1,341
    )
    
    
    (2,722
    )Proceeds from sales of property and equipment
    
    
    404
    
    
    
    8Net cash used in continuing operations
    
    
    (937
    )
    
    
    (2,714
    )Net cash provided by (used in) discontinued operations
    
    
    500
    
    
    
    (350
    )Net cash provided by (used in) investing activities
    
    
    (437
    )
    
    
    (3,064
    )Financing activities:Net borrowings (repayments) of debt
    
    
    (471
    )
    
    
    (920
    )Other  net
    
    
    
    
    
    
    27Net cash provided by (used in) continuing operations
    
    
    (471
    )
    
    
    (893
    )Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    (505
    )Net cash provided by (used in) financing activities
    
    
    (471
    )
    
    
    (1,398
    )Net increase (decrease) in cash
    
    
    (1,109
    )
    
    
    321Cash and cash equivalents at beginning of period
    
    
    2,244
    
    
    
    1,590Cash and cash equivalents at end of period
    
    $
    1,135
    
    
    $
    1,911
  5




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AIRNET SYSTEMS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation
     , Accounting for Planned Major Maintenance
 2. Major Bank Services Customers
   3. Discontinued Operations
  6




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Accounting for
the Impairment or Disposal of Long-Lived Assets,
  4. Stock Plans and Awards
 Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation Share-Based Payment
   Impact of the Adoption of FAS 123(R)
  7




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5. Net Income (loss) Per Common Share
  Three Months EndedMarch 31,2007
    
    
    2006Numerator:Income from continuing operations
    
    $
    1,858
    
    
    $
    1,896Income (loss) from discontinued operations, net of tax
    
    
    
    
    
    
    (209
    )Net income
    
    $
    1,858
    
    
    $
    1,687Denominator:Basic  weighted average common shares outstanding
    
    
    10,166
    
    
    
    10,137DilutedDilutive effect of stock options  employees, officers and directors
    
    
    
    
    
    
    Adjusted weighted average common shares outstanding
    
    
    10,166
    
    
    
    10,137Net income (loss) per common share  basic and diluted:Income from continuing operations
    
    $
    0.18
    
    
    $
    0.19Income (loss) from discontinued operations, net of tax
    
    $
    
    
    
    $
    (0.02
    )Net income per common share
    
    $
    0.18
    
    
    $
    0.17
  6. Bank Financing Matters
 Revolving Credit Facility  Second Amended Credit Agreement  March 29, 2007
  8




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Other Term Loan
  Term Loans  Discontinued Operations
   7. Income Taxes
 Accounting for Income Taxes ,
 9




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Accounting for Uncertainty in Income Taxes
   8. Aircraft Dispositions
   9. Subsequent Events
  10




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AIRNET SYSTEMS, INC.
 
 ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Safe Harbor Statement
  General
   11




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Share-Based Payment
 Sale of Jetrides Passenger Charter Business
   12




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Results of Operations
 Financial Overview
 Net Revenues
 Dollars in 000s
    
    Three Months Ended
    
    
    
    
    
    
    Increase (Decrease)March 31,
    
    
    
    
    
    
    2007 to 2006% of
    
    
    
    
    
    
    % ofNet Revenues
    
    2007
    
    
    Total
    
    
    2006
    
    
    Total
    
    
    Dollars ($)
    
    
    Percentage (%)Revenues Net of Excise Tax:Bank Services
    
    $
    26,494
    
    
    
    64
    %
    
    $
    28,284
    
    
    
    66
    %
    
    $
    (1,790
    )
    
    
    (6
    )%Express Services
    
    
    14,214
    
    
    
    34
    %
    
    
    14,044
    
    
    
    33
    %
    
    
    170
    
    
    
    1
    %Aviation Services
    
    
    804
    
    
    
    2
    %
    
    
    377
    
    
    
    1
    %
    
    
    427
    
    
    
    113
    %Total Net Revenues
    
    $
    41,512
    
    
    
    100
    %
    
    $
    42,705
    
    
    
    100
    %
    
    $
    (1,193
    )
    
    
    (3
    )%
   Bank Services Revenues
 Dollars in 000s
    
    Three Months Ended
    
    
    Increase (Decrease)March 31,
    
    
    2007 to 2006Bank Services Revenues
    
    2007
    
    
    2006
    
    
    Dollars ($)
    
    
    Percentage (%)Bank Services Revenues
    
    $
    23,110
    
    
    $
    24,745
    
    
    $
    (1,635
    )
    
    
    (7
    )%Fuel Surcharge
    
    
    3,384
    
    
    
    3,539
    
    
    
    (155
    )
    
    
    (4
    )%Total Net Bank Services Revenues
    
    $
    26,494
    
    
    $
    28,284
    
    
    $
    (1,790
    )
    
    
    (6
    )%Revenues before fuel surcharge:Weekday Revenues Per Flying Day
    
    $
    446
    
    
    $
    479
    
    
    $
    (33
    )
    
    
    (7
    )%Weekend Revenues Per Weekend
    
    $
    130
    
    
    $
    145
    
    
    $
    (15
    )
    
    
    (10
    )%
  13




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Express Services Revenues
 Dollars in 000s
    
    Three Months Ended
    
    
    Increase (Decrease)March 31,
    
    
    2007 to 2006Express Services Revenues
    
    2007
    
    
    2006
    
    
    Dollars ($)
    
    
    Percentage (%)Express Revenues  Non Charter
    
    $
    9,222
    
    
    $
    8,870
    
    
    $
    352
    
    
    
    4
    %Express Revenues  Charter
    
    
    3,404
    
    
    
    3,232
    
    
    
    172
    
    
    
    5
    %Fuel Surcharge
    
    
    1,588
    
    
    
    1,942
    
    
    
    (354
    )
    
    
    (18
    )%Total Net Express Services Revenues
    
    $
    14,214
    
    
    $
    14,044
    
    
    $
    170
    
    
    
    1
    %
   14




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Aviation Services
  Costs and Expenses
 Dollars in 000s
    
    Three Months Ended
    
    
    Increase (Decrease)March 31,
    
    
    2007 to 2006Costs and Expenses
    
    2007
    
    
    2006
    
    
    Dollars ($)
    
    
    Percentage (%)Aircraft fuel
    
    $
    6,123
    
    
    $
    6,992
    
    
    $
    (869
    )
    
    
    (12
    )%Aircraft maintenance
    
    
    7,328
    
    
    
    4,095
    
    
    
    3,233
    
    
    
    79
    %Operating wages and benefits
    
    
    4,932
    
    
    
    4,975
    
    
    
    (43
    )
    
    
    (1
    )%Contracted air costs
    
    
    3,783
    
    
    
    4,169
    
    
    
    (386
    )
    
    
    (9
    )%Ground courier
    
    
    8,906
    
    
    
    8,179
    
    
    
    727
    
    
    
    9
    %Depreciation
    
    
    1,246
    
    
    
    2,883
    
    
    
    (1,637
    )
    
    
    (57
    )%Insurance, rent and landing fees
    
    
    2,138
    
    
    
    1,877
    
    
    
    261
    
    
    
    14
    %Travel, training and other
    
    
    1,584
    
    
    
    1,531
    
    
    
    53
    
    
    
    3
    %Selling, general and administrative
    
    
    4,262
    
    
    
    4,465
    
    
    
    (203
    )
    
    
    (5
    )%Net gain on disposition of assets
    
    
    (880
    )
    
    
    (8
    )
    
    
    (872
    )
    
    
    *Total Costs and Expenses
    
    $
    39,422
    
    
    $
    39,158
    
    
    $
    264
    
    
    
    1
    %
 
 *
    
    The percentage increase (decrease) is not meaningful.  15




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16




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Accounting for Income Taxes
 Liquidity and Capital Resources
 Cash flow from operating activities  Continuing Operations
  Cash flow from operating activities  Discontinued Operations
  Financing Activities  Continuing Operations
 Revolving Credit Facility  Second Amended Credit Agreement  March 29, 2007
  17




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Other Term Loan
  Financing Activities  Discontinued Operations
  Investing Activities  Continuing Operations
  18




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Investing Activities  Discontinued Operations
  Regulation
       19




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Off-Balance Sheet Arrangements
  Seasonality and Variability in Quarterly Results
  
 ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
 Inflation and Interest Rates
  Fuel Surcharge
  
 ITEM 4  Controls and Procedures
  
 ITEM 4T  Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  20




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
    
    information required to be disclosed by AirNet in this Quarterly Report on Form
10-Q and the other reports that AirNet files or submits under the Exchange Act would
be accumulated and communicated to AirNets management, including its principal
executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure;
    
    information required to be disclosed by AirNet in this Quarterly Report on Form
10-Q and the other reports that AirNet files or submits under the Exchange Act would
be recorded, processed, summarized and reported within the time periods specified in
the SECs rules and forms; and
    
    AirNets disclosure controls and procedures were effective as of the end of the
quarterly period covered by this Quarterly Report on Form 10-Q.
 Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1  Legal Proceedings
    
 ITEM 1A  Risk Factors
 21




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ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Not applicable.(b)
    
    Not applicable.(c)
    
    Neither AirNet Systems, Inc. nor any affiliated purchaser, as
defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as
amended, purchased any common shares of AirNet Systems, Inc. during the
quarterly period ended March 31, 2007. On February 18, 2000, AirNet Systems,
Inc. announced a stock repurchase plan under which up to $3.0 million of its
common shares may be repurchased from time to time. These repurchases may be
made in open market transactions or through privately negotiated transactions.
As of March 31, 2007, AirNet Systems, Inc. had the authority to repurchase
approximately $0.6 million of its common shares under this stock repurchase
plan.
 
 ITEM 3  Defaults Upon Senior Securities.
  
 ITEM 4  Submission of Matters to a Vote of Security Holders.
  
 ITEM 5  Other Information
   22




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ITEM 6  Exhibits
  Exhibit No.
    
    Description
    
    Location4.1
    
    Second Amended and Restated
Credit Agreement, dated as of
March 29, 2007, among AirNet
Systems, Inc. and The
Huntington National Bank as
Lender and as Administrative
Agent; and related Consent and
Agreement of Guarantors
executed by 7250 STARCHECK,
INC. (formerly known as
Jetride, Inc.); Float Control,
Inc.; AirNet Management, Inc.;
Fast Forward Solutions, LLC;
and timexpress.com, inc., as
Guarantors
    
    Incorporated herein by
reference from Exhibit 4.50 to
AirNet Systems, Inc.s Annual
Report on Form 10-K for the
fiscal year ended December 31,
2006 (File No. 001-13025)
(AirNets 2006 Form 10-K)4.2
    
    Amended and Restated Note,
issued on March 29, 2007, by
AirNet Systems, Inc. in favor
of The Huntington National Bank
in the amount of $15,000,000
    
    Incorporated herein by
reference from Exhibit 4.51 to
AirNets 2006 Form 10-K10.1
    
    Form of Stock Option Agreement
used and to be used in
connection with the automatic
annual grant of nonstatutory
stock options to non-employee
directors (Eligible
Directors) of AirNet Systems,
Inc. on and after January 2,
2007 under the AirNet Systems,
Inc. 2004 Stock Incentive Plan
    
    Incorporated herein by
reference from Exhibit 10.25 to
AirNets 2006 Form 10-K10.2
    
    Summary of Compensation for
Directors of AirNet Systems,
Inc.
    
    Incorporated herein by
reference from Exhibit 10.26 to
AirNets 2006 Form 10-K10.3
    
    Summary of AirNet Systems, Inc.
2006 Incentive Compensation
Plan
    
    Incorporated herein by
reference from Exhibit 10.29 to
AirNets 2006 Form 10-K10.4
    
    Summary of AirNet Systems, Inc.
2007 Incentive Compensation
Plan
    
    Incorporated herein by
reference from Exhibit 10.32 to
AirNets 2006 Form 10-K31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Financial Officer)
    
    Filed herewith32
    
    Section 1350 Certification
(Principal Executive Officer
and Principal Financial
Officer)
    
    Filed herewith
 23




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AIRNET SYSTEMS, INC.
 
 SIGNATURES
  AIRNET SYSTEMS, INC.Dated:  May 11, 2007
    By:
    /s/ Gary W. QualmannGary W. Qualmann,Chief Financial Officer, Treasurer and Secretary
(Duly Authorized Officer)
(Principal Financial Officer)Dated:  May 11, 2007
    By:
    /s/ Ray L. DruseikisRay L. Druseikis,Vice President of Finance and Controller
(Duly Authorized Officer)
(Principal Accounting Officer) 24




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AIRNET SYSTEMS, INC.
 
 INDEX TO EXHIBITS
 Exhibit No.
    
    Description
    
    Location4.1
    
    Second Amended and Restated
Credit Agreement, dated as of
March 29, 2007, among AirNet
Systems, Inc. and The
Huntington National Bank as
Lender and as Administrative
Agent; and related Consent and
Agreement of Guarantors
executed by 7250 STARCHECK,
INC. (formerly known as
Jetride, Inc.); Float Control,
Inc.; AirNet Management, Inc.;
Fast Forward Solutions, LLC;
and timexpress.com, inc., as
Guarantors
    
    Incorporated herein by
reference from Exhibit 4.50 to
AirNet Systems, Inc.s Annual
Report on Form 10-K for the
fiscal year ended December 31,
2006 (File No. 001-13025)
(AirNets 2006 Form 10-K)4.2
    
    Amended and Restated Note,
issued on March 29, 2007, by
AirNet Systems, Inc. in favor
of The Huntington National Bank
in the amount of $15,000,000
    
    Incorporated herein by
reference from Exhibit 4.51 to
AirNets 2006 Form 10-K10.1
    
    Form of Stock Option Agreement
used and to be used in
connection with the automatic
annual grant of nonstatutory
stock options to non-employee
directors (Eligible
Directors) of AirNet Systems,
Inc. on and after January 2,
2007 under the AirNet Systems,
Inc. 2004 Stock Incentive Plan
    
    Incorporated herein by
reference from Exhibit 10.25 to
AirNets 2006 Form 10-K10.2
    
    Summary of Compensation for
Directors of AirNet Systems,
Inc.
    
    Incorporated herein by
reference from Exhibit 10.26 to
AirNets 2006 Form 10-K10.3
    
    Summary of AirNet Systems, Inc.
2006 Incentive Compensation
Plan
    
    Incorporated herein by
reference from Exhibit 10.29 to
AirNets 2006 Form 10-K10.4
    
    Summary of AirNet Systems, Inc.
2007 Incentive Compensation
Plan
    
    Incorporated herein by
reference from Exhibit 10.32 to
AirNets 2006 Form 10-K31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Financial Officer)
    
    Filed herewith32
    
    Section 1350 Certification
(Principal Executive Officer
and Principal Financial
Officer)
    
    Filed herewith
 25