Airnet Systems Inc - Current report filing (8-K)
April 01 2008 - 1:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2008 (March 31, 2008)
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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001-13025
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31-1458309
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7250 Star Check Drive, Columbus, Ohio 43217
(Address of principal executive offices) (Zip Code)
(614) 409-4900
(Registrants telephone number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
and
Item 7.01. Regulation FD Disclosure.
On March 31, 2008, AirNet Systems, Inc. (AirNet) issued a news release reporting results for the three months and the
twelve months ended December 31, 2007. The March 31, 2008 news release is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The March 31, 2008 news release includes information relating to income (loss) from continuing operations before income taxes and impairment
of assets for each of the twelve-month periods and information relating to total costs and expenses before net gain on disposition of assets and impairment of assets for each of the three-month periods and twelve-month periods
ended December 31, 2007 and December 31, 2006.
Income (loss) from continuing operations before income taxes and impairment
of assets is a non-GAAP financial measure as defined in SEC Regulation G. The March 31, 2008 news release includes a reconciliation of income (loss) from continuing operations before income taxes and impairment of assets to
AirNets reported GAAP financial measure of income (loss) from continuing operations before income taxes for each of the twelve-month periods ended December 31, 2007 and December 31, 2006. AirNet presented this non-GAAP
financial measure to show results of operations excluding non-cash charges for impairment of assets incurred in the twelve-month periods presented. AirNet believes this information is useful and informative to readers in providing a more complete
view of AirNets operating results.
As reported in ITEM 9B. OTHER INFORMATION of AirNets Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission on March 31, 2008, on November 6, 2007, the Board of Directors of AirNet, upon the recommendation of the Compensation
Committee, amended the 2007 Incentive Compensation Plan so that for purposes of computing the pre-tax income of AirNet for the 2007 fiscal year (the twelve-month period ended December 31, 2007), the approximately $2.2 million non-cash
impairment charge recorded by AirNet in the third quarter of the 2007 fiscal year would be disregarded and AirNets pre-tax income for the 2007 fiscal year would be computed as if no impairment charge had been incurred. The pre-tax income for
the 2007 fiscal year computed for purposes of the 2007 Incentive Compensation Plan is the same amount as the income from continuing operations before income taxes and impairment of assets for the twelve-month period ended December 31, 2007.
Total costs and expenses before net gain on disposition of assets and impairment of assets is also a non-GAAP financial
measure as defined in SEC Regulation G. The March 31, 2008 news release includes a reconciliation of total costs and expenses before net gain on disposition of assets and impairment of assets to AirNets reported GAAP
financial measure of total costs and expenses for each of the three-month periods and the twelve-month periods ended December 31, 2007 and December 31, 2006. AirNet presented this non-GAAP financial
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measure to show total costs and expenses excluding the net gain on disposition of assets (which is a non-cash benefit) and non-cash charges for impairment of
assets incurred in the three-month periods and twelve-month periods presented. AirNet believes this information is useful and informative to readers in providing a more complete view of AirNets operating results.
Item 9.01. Financial Statements and Exhibits.
(a) (c) Not applicable.
(d)
Exhibits
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Exhibit No.
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Description
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99.1
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News Release issued by AirNet Systems, Inc. on March 31, 2008 to report results for the three months and the twelve months ended December 31, 2007
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[Remainder of page intentionally left blank; signature on following page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIRNET SYSTEMS, INC.
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Dated: April 1, 2008
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By:
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/s/ Bruce D. Parker
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Bruce D. Parker
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Chairman, Chief Executive Officer and President
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated April 1, 2008
AirNet Systems, Inc.
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Exhibit No.
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Description
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99.1
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News Release issued by AirNet Systems, Inc. on March 31, 2008 to report results for the three months and the twelve months ended December 31, 2007
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