Ardent Acquisition Corp.
to acquire
September 27, 2006
October 3, 2006
1
Road Show Presentation
Commencing shortly after the filing of this current report on form 8-K, Ardent Acquisition Corp. ("Ardent”) intends to hold
presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Ardent securities, regarding
its acquisition of Avantair as described in this report. This current report on form 8-K, including some or all of the exhibits hereto, will
be distributed to participants at such presentations.
Ardent engaged EarlyBirdCapital, Inc. ("EBC"), the managing underwriter of Ardent's initial public offering ("IPO"), to assist it in
connection with its merger with Avantair. As compensation for these services, Ardent agreed to issue to EBC, upon consummation of
the merger, shares of Ardent's common stock equal to three percent (3%) of the legal consideration paid in the transaction. and a
fractional card equal to 50 hours of flight time. EBC also received $730,000 and will be issued warrants to purchase 146,000 shares of
Ardent's common stock upon consummation of the merger for assisting Avantair in raising funds in its bridge offering. Additionally, an
affiliate of EBC invested in Avantair's bridge offering and will convert its securities into shares of Ardent's common stock upon
consummation of the merger with Avantair.
Stockholders of Ardent and other interested persons are advised to read, when available, Ardent 's preliminary proxy statement and
definitive proxy statement in connection with Ardent 's solicitation of proxies for the special meeting because these proxy statements
will contain important information. Such persons can also read Ardent 's final prospectus dated February 24, 2005, for a description of
the securities holdings of the Ardent officers and directors and of EBC and their respective interests in the successful consummation of
this business combination. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting
on the merger. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request
to: Ardent Acquisition Corp., 1415 Kellum Place, Suite 205, Garden City, NY 11530. The preliminary proxy statement and definitive
proxy statement, once available, and the final prospectus can also be obtained, without charge, at the Securities And Exchange
Commission's Internet site (Http://www.sec.gov ).
2
Safe Harbor
This document contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, including, without limitation,
statements regarding Ardent Acquisition Corp.’s (“Ardent”) financial position, business strategy,
plans and Ardent’s management’s objectives and its future operations, and industry conditions, are
forward-looking statements. Although Ardent believes that the expectations reflected in such
forward-looking statements are reasonable, Ardent can give no assurance that such expectations will
prove to be correct. Important factors that could cause actual results to differ materially from
Ardent’s expectations (“Cautionary Statements”) include, without limitation, the effect of existing
and future laws and governmental regulations, the results of future financing efforts, and the
political and economic climate of the United States. All subsequent written and oral forward-
looking statements attributable to Ardent, or persons acting on Ardent’s behalf, are expressly
qualified in their entirety by the Cautionary Statements.
3
Ardent Acquisition Corp. Overview
Listing: OTC.BB: AACQ, AACQU, AACQW*
Ardent is a Specified Purpose Acquisition Company (“SPAC”),
formed for the purpose of effecting a business combination with an
operating business
Each AACQ unit, issued at $6.00, consists of one share of common
stock and two warrants
Cash in trust of $5.50 per share at June 30, 2006 (totaling $37.9
million); increases with additional interest earned
Insider shares locked up until February 24, 2008
*Combined entity to seek NASDAQ listing upon closing
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Avantair Overview
Business: 5th largest company in the North American
fractional aircraft industry
Only standalone fractional operator
Operating 25 aircraft as of mid-September with 58 on order
Expect to end F2007 (June 30) with approximately 40 in fleet
Operates fixed base operation (FBO)
Founded: 2002, by current CEO Steven Santo
Locations: HQ in Clearwater, FL with locations in four other
states
Employees: Approximately 250
5
The Transaction
Proposed Ardent/Avantair business combination
Definitive agreement signed October 2, 2006
Expected closing Q1 2007
Transaction terms
7 million AACQ common shares on closing
Assumption of outstanding debt at closing ($33.2 million at 6/30/06)
Future milestone incentives
1 million shares if Cash EBITDA* is ≥ $6 million in F2007 (June 30)
5 million shares if Cash EBITDA* is ≥ $20 million in F2008
5 million shares if stock trades at or above $8.50/share for 20 of 30 trading
days at any time prior to February 23, 2009
*Cash EBITDA is a non-GAAP measure of earnings before interest, taxes, depreciation and amortization adjusted for
cash generated on sales of aircraft. By GAAP rules, revenues and profits from fractional share sales are amortized
over 60 months.
6
The Transaction (continued)
Two-year lock up agreements in place with Avantair
management and certain shareholders (excluding equity
raised concurrently with this transaction)
Employment agreements with key members of senior
management
Board of Directors will have seven members
Three nominated by Ardent, three by Avantair, and one by
mutual agreement
15.4 million primary shares outstanding post-merger
$85 million market value assuming Ardent liquidation value
of $5.50/share (as of June 30, 2006)
Will seek NASDAQ listing upon closing
7
Post-transaction Cap Table
9.7%
1.50
Ardent Management
44.8%
6.902
Ardent Investors
1Does not include contingent payments or management options
2Does not include warrants or underwriter purchase option and assumes 100% acceptance of the
transaction
29.4%
4.531
Other Avantair Shareholders
16.1%
2.471
Avantair Management
% Owned
Shares (millions)
Shareholders
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Benefits of the Merger
Provides significant capital for growth near term
Financing of additional Piaggio Avanti aircraft
Expansion of the FBO business
Increase sales and marketing efforts
Strengthens and deleverages balance sheet
Permits purchasing of fuel and aircraft on more favorable terms
Repay bridge loan and part of outstanding debt balance
Balance of debt to be termed at 10% interest
Strategically add additional plane models
Attract and retain high quality professionals
Elevate profile within the industry
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Investment Highlights
Growing market due to conditions in commercial aviation
Avantair bridges the gap between commercial aviation and traditional fractional
ownership – creating value in the fractional business
Operates a single, unique plane with cost and operating advantages relative to other fractionals
Pricing structure expands market potential to more value-driven customer without sacrificing
luxury/quality
Two revenue streams – fractional aircraft sale and recurring monthly
management fees
Unique pricing model creates greater visibility for the company and fractional owners
FBOs - new revenue stream
Capitalizes on internal and industry growth
Lowers operating costs for fractional division
Committed management team aligned with shareholders
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Large and Growing Market
Fractionally owned aircraft fleet has grown from 8 aircraft in 1986
to 952 today (source: AvData)
Fractional shareholders have grown from 3 in 1986 to 5,902 today
(source: AvData)
Target market is large and growing due to favorable industry
dynamics
Increasing number of affluent individuals
2 million households with net worth between $5 million and $30 million
(source: Federal Reserve Board - www.federalreserve.gov/pubs/oss/oss2/2004/scf2004home.html)
Unfavorable conditions for travelers in commercial aviation market
Fewer flights, less convenient, more time-consuming, long lines, poor customer
service, security and safety issues
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Avantair Strengths
Exclusive fractional operator in North America of the Piaggio Avanti P. 180
(“Piaggio Avanti”)
Unique aircraft design that uses forward wing technology and compares
favorably to light jets
Lowest fuel burn in category (Source: Business & Commercial Aviation )
Operates one plane creating economies of scale/lower costs:
Repositioning
Maintenance
Pilot-related cost
Pilot training
Fewer parts to inventory
Short runway capability – accessible to more airports
Utilize owned FBO, which is also a revenue generator: fuel services, de-icing,
maintenance and refurbishment services; hanger rental, office space rental,
ramp fees, etc.
Current FBO location at St. Petersburg/Clearwater airport - anticipate opening 2-4
over the next year
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Sole Fractional Provider of Piaggio Avanti
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Piaggio Avanti Features and Advantages
Stand-up cabin and private lavatory, unique in this category
Only aircraft in category that can fly 1,500 nautical miles
with five adults, luggage and full fuel load
Fastest turboprop made, with jet-like speed of 450 mph and
short runway capability
Sound dampening interior and rear mounted props deliver a
quiet ride
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Benefits of Avantair Fractional Ownership
Advantageous pricing for fractional owners vs. competitors
with similar aircraft
30%-50% more fuel efficient than comparable jets and more
than 25% more efficient than other twin turboprops*
In addition to a modestly lower acquisition cost, the annual
operating costs are:
40% less than Citation CJ3*
37%-39% less than Hawker 400XP*
Absence of hourly charges (other than fuel surcharge),
creates more predictable monthly billing
*Source: Business and Commercial Aviation, ARG/US (http://www.aviationresearch.com/Free/fracprgms.asp) and
company pricing sheets as of September 2006
15
Competition
Other Fractionals
NetJets (Berkshire Hathaway - BRK)
Flight Options (Raytheon - RTN)
FlexJet (Bombardier - BBD.TO)
CitationShares (Textron - TXT)
Other Segments:
Charters
Air Taxis
Commercial Airlines
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Fractional Unit Market Share
Source: UBS August Business Jet Update
17
Competitive Pricing Structure
*Based on 1/16th share size. Costs and fees may be subject to discount.
1As of September 2006. Avantair’s monthly management fee increased to $8,900 as of October 1, 2006.
Source: ARG/US (www.aviationresearch.com/Free/fracprgms.asp), Business & Commercial Aviation May 2006 Purchase Planning Handbook (Based on “max fuel
w/available payload”), 2006 Conklin & de Decker Aircraft Performance Evaluator (Landing Distance Required Under Part 135 Subpart K with Maximum Weight),
and company pricing sheets
18
Fixed Base Operations (FBO)
Airport-based provider of fuel, de-icing, maintenance and refurbishment services,
hangar rental, office space rental, ramp fees, etc.
Lowers cost for Avantair fractionalized aircraft
Provides services for non-Avantair aircraft
Opportunity to participate in the servicing of the growing very light jet market.
110,000 sq. ft. hanger and 40,000 sq. ft. office space in Clearwater, FL (Tampa
metro) at HQ
Will have operations in Camarillo, CA (LA metro) by year end
In negotiations for an FBO in Caldwell, NJ (NYC metro)
Have identified a number of possible additional locations
Reduces fuel costs
Provides geographic diversification
Reduces repositioning costs by providing additional maintenance, cleaning and fueling facilities
Initial revenues beginning in F2007
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Sales and Marketing
Significant lead growth
2005 averaged 83 leads/month
Through September 20, 2006 averaged 163 leads/month
Assuming a 3 month lag from lead to closing, shares sold in 2005
were equal to 7.5% of trailing leads
Main sources of sales and leads are referrals and
advertisements
17% of owners historically (2002 – 2006) purchase
additional share within one year of ownership
Average purchase is approximately two shares, or 1/8
interest
Demo-to-close ratio is approximately 80%
20
Financial Results
On Income Statement, revenues and expenses from
aircraft sales are amortized over a 60-month period,
thus matching term of management contract
No impact on cash flows
($20.7)
($8.7)
($5.0)
Losses
$48.4
$26.2
$7.7
Revenues
2006
2005
2004
FY ending June 30
($mms)
F2006 loss expanded primarily due to lack of new
aircraft delivery
These numbers were obtained using private company accounting, are unaudited and subject to change
21
Financial Results (continued)
2nd half F2006 and Q1 F2007 negatively impacted by
Piaggio’s inability to deliver its new aircraft model until
July:
Delayed certification due to new avionics package
No new fractional sales revenue
Oversold capacity resulting in higher charter and
repositioning costs
Increased staffing costs in anticipation of new aircraft
22
Delivery Schedule
Scheduled to take delivery of up to 17 Avanti II P. 180
aircraft in F2007:
Expect 9-10 aircraft in 1st half F2007
One new aircraft accepted September 2006
Two more accepted in early October 2006
7-8 aircraft scheduled for 2nd half F2007
23
Operating Leverage Potential
Anticipated benefits of fleet expansion
Increased management fees
Reduced repositioning and external chartering costs
Better inventory management
Ability to leverage existing infrastructure
Flight control and call center, training costs
Larger referral base
Anticipated benefits of FBO expansion
Lower fuel costs
Enhanced brand value
Lower repositioning of aircraft for maintenance purposes
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Business Model
Revenues derive from three sources
Sales of fractional shares – gross margin about $1 million/plane currently
Monthly management fees
FBO, remarketing, demos, etc.
Keys to profitability
Cost cutting – already underway
More aircraft under management – better economies of scale, lower
repositioning costs, etc.
Cash earnings do not correspond to GAAP earnings
Breakeven Cash EBITDA* is a function of these factors
Could occur with as few as 40+ planes
*Cash EBITDA is a non-GAAP measure of earnings before interest, taxes, depreciation and amortization adjusted for cash generated
on sales of aircraft. By GAAP rules, revenues and profits from fractional share sales are amortized over 60 months.
25
Recent Financings
Bridge loan for $7.6 million
Equity investment of $9.0 million
Significant participation from non-management Ardent
shareholders
$2 million of the investment from current Avantair
management/shareholders
Both transactions closed concurrently with signing of
definitive agreement with Ardent
26
Management Backgrounds
Barry Gordon, Non-Executive Chairman (upon consummation of merger)
Currently Mr. Gordon is Chairman and President of American Fund Advisors and Chairman of
Ardent Acquisition Corp. Mr. Gordon worked in the airline industry from 1967-1971 and then
went to Wall Street as an analyst and portfolio manager running an aviation mutual fund, of which
he was President from 1973-1995 (merged with another fund which he continued to manage). He
holds a BBA in Marketing from the University of Miami and an MBA in Finance from Hofstra
University. Mr. Gordon was also named Long Island Entrepreneur of Year in Financial Services in 1992.
Steven F. Santo, Chief Executive Officer
Steven Santo founded Avantair in June 2002. Through Mr. Santo’s entrepreneurial spirit and
leadership, Avantair has grown to one of the most unique fractional companies in the industry with
the world’s largest fleet of Piaggio Avanti P.180’s . He is responsible for developing and executing the
strategic plans and policies of the company. A former Assistant District Attorney of New York who
holds degrees from Villanova University and St. Johns School of Law, Mr. Santo himself has flown more
than 1,000 hours in the Piaggio Avanti P.180 and was behind the controls of the first owner flight in 2002.
John J. Waters, Chief Financial Officer
Most recently, Mr. Waters founded John Waters Consulting, L.L.C. which provided mergers and
acquisition advisory services. Previously, Mr. Waters was the CAO at Authentidate Holdings
Corp. (NASDAQ: ADAT). In addition, his financial background includes, but is not limited to:
financial planning and budgeting, strategic planning, accounting, auditing, mergers, acquisitions
and initial public offerings. A former Senior Partner with Arthur Andersen LLP, Mr. Waters holds a
degree in Business Administration from Iona College and is a Certified Public Accountant.
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Management Backgrounds (cont’d)
Tracy L. Chaplin, Chief Operating Officer
Tracy Chaplin joined Avantair in 2006 and serves as the company’s Chief Operating Officer. She is
responsible for managing Avantair’s day-to-day operations and activities. Formerly Chief
Purchasing Officer at Flight Options, Ms. Chaplin was responsible for the development of strategy
and management of an annual spending budget exceeding $400 million, which included fuel
management, charter management, maintenance contracts, avionics, catering, logistics, and engines.
A graduate of Wright State University, she holds a Bachelor’s degree in Economics.
Kevin V. McKamey, Executive Vice President
As a charter employee of Avantair, Mr. McKamey joined the company in October of 2002. As
Executive Vice President, Mr. McKamey is responsible for developing long range business and
facility strategies that support Avantair’s business plans. Mr. McKamey has 20 years experience in
the aviation industry including two years as the Flight and Sales Support Manager of Piaggio
America. Mr. McKamey is a certified pilot with over 3,000 hours in the Piaggio Avanti. He holds a
Bachelor’s degree in Aviation Business Administration from Embry-Riddle University.
Matthew Doyle, Vice President, Sales
Matthew Doyle is the Vice President of Sales for Avantair and has been with the company since its
inception. He is responsible for leading and directing Avantair’s sales team. Mr. Doyle has 15 years
in the aviation industry with seven in aircraft sales at PlaneSense. He is an Airline Transport rated
pilot with over 4,000 hours of aircraft experience of which 400 are in the Piaggio Avanti. Mr. Doyle
holds a degree in Aeronautical Science and Business Administration.
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