UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended September 30, 2002

 

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 No:  0-17895

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

                      Yes ý              No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding as of November 5, 2002
Common Stock Par value $.01 per share		20,320,641

 

 

PART I. FINANCIAL INFORMATION

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements in this Quarterly Report on Form 10-Q under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as oral statements that may be made by the Company or by officers, directors or employees of the Company acting on the Company’s behalf, that are not historical fact may constitute “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.  Such forward looking statements involve factors that could cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by such forward-looking statements.  The Company cautions the public not to place undue reliance on forward-looking statements, which may be based on assumptions and anticipated events that do not materialize.  For a discussion of the factors, which could cause the Company’s actual results to differ from forward-looking statements, please see Item 1 of the Company’s Form 10-K for the year ended March 31, 2002.

 

2

 

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

 

MESABA HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share information)

 

		September 30, 2002			March 31, 2002
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	74,291		$	31,250
Short term investments		24,910			67,774
Accounts receivable, net		34,633			41,202
Inventories, net		7,163			7,600
Prepaid expenses and deposits		6,353			5,094
Deferred income taxes and other		9,602			9,701
Total current assets		156,952			162,621
PROPERTY AND EQUIPMENT:
Flight equipment		76,895			74,686
Other property and equipment		34,746			32,103
Less: Accumulated depreciation and amortization		(64,932		)	(56,174		)
Net property and equipment		46,709			50,615
LONG TERM INVESTMENTS		21,872			4,068
OTHER ASSETS, net		8,516			8,550
		$	234,049		$	225,854

 

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these unaudited condensed consolidated balance sheets.

 

3

 

		September 30, 2002			March 31, 2002
		(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	10,622		$	13,184
Accrued liabilities-
Payroll		9,614			9,537
Maintenance		17,418			16,529
Deferred income		2,485			2,485
Other, primarily property and income taxes		10,203			3,046
Total current liabilities		50,342			44,781
OTHER NONCURRENT LIABILITIES		6,303			7,701
SHAREHOLDERS’ EQUITY:
Common stock,  $.01 par value; 60,000,000 shares authorized, 20,298,141 shares issued and outstanding		203			203
Paid-in capital		50,508			50,508
Warrants		16,500			16,500
Other comprehensive income (loss)		64			(21		)
Retained earnings		110,129			106,182
Total shareholders’ equity		177,404			173,372
		$	234,049		$	225,854

 

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these unaudited condensed consolidated balance sheets.

 

4

 

MESABA HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share information)

(Unaudited)

 

		Three Months Ended September 30,
		2002			2001
OPERATING REVENUES:
Passenger		$	113,042		$	105,631
Other		5,593			3,204
Total operating revenues		118,635			108,835
OPERATING EXPENSES:
Wages and benefits		33,967			32,001
Aircraft fuel		6,399			6,313
Aircraft maintenance		19,953			18,392
Aircraft rents		27,022			25,575
Landing fees		2,127			1,622
Insurance and taxes		4,303			1,561
Depreciation and amortization		4,708			5,008
Administrative and other		15,209			15,422
Total operating expenses		113,688			105,894
Operating income		4,947			2,941
NONOPERATING INCOME (EXPENSE):
Write down of investment		(243		)	—
Other, net		861			6,115
Other nonoperating income (expense), net		618			6,115
Income before provision for income taxes		5,565			9,056
PROVISION FOR INCOME TAXES		3,194			4,796
NET INCOME		$	2,371		$