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 June 30, 2004

 

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

 

MAIR HOLDINGS, INC.

Incorporated under the laws of Minnesota

 

41-1616499

(I.R.S. Employer ID No.)

 

Fifth Street Towers, Suite 1720
150 South Fifth Street
Minneapolis, MN  55402
(612) 333-0021

 

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

 

Yes o    No ý

 

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

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements in this Quarterly Report on Form 10-Q of MAIR Holdings, Inc. (the “Company”) under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report are forward-looking and are based upon information currently available to the Company.  The Company, through its officers, directors or employees, may also from time to time make oral forward-looking statements.  Any such statement is qualified by reference to these cautionary statements.  In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby identifying important factors that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company.  Many important factors that could cause such a difference are described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2004 under the caption “Risk Factors Relating to the Company and the Airline Industry.”

 

Undue reliance should not be placed on the Company’s forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company’s control.  The Company’s forward-looking statements speak only as of the date on which this report was filed with the United States Securities and Exchange Commission.  Over time, actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by the Company’s forward-looking statements, and such differences might be significant and materially adverse to the Company’s stockholders.

 

All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified by the factors described above.  The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q, including forward-looking statements, as a result of facts, events or circumstances after the date of this report, except as required by law in the normal course of its public disclosure practices.

 

2

 

Part I.  FINANCIAL INFORMATION

 

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

 

MAIR HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

(Unaudited)

 

		June 30 2004			March 31 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	50,513		$	54,561
Short-term investments		69,168			67,285
Accounts receivable, net of reserves of $838 and $926		29,086			28,453
Inventories, net		9,387			8,664
Prepaid expenses and deposits		7,234			5,381
Deferred income taxes and other		11,383			11,449
Total current assets		176,771			175,793
PROPERTY AND EQUIPMENT
Flight equipment		82,762			81,891
Other property and equipment		43,795			41,901
Less: Accumulated depreciation and amortization		(87,210		)	(84,070		)
Net property and equipment		39,347			39,722
NONCURRENT ASSETS
Long-term investments		34,082			38,084
Goodwill		2,503			2,503
Other intangible assets, net		3,123			3,224
Other assets, net		7,482			7,994
		$	263,308		$	267,320

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

3

 

MAIR HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

(Unaudited)

 

		June 30 2004			March 31 2004
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	16,703		$	18,981
Accrued liabilities:
Payroll		14,949			16,724
Maintenance		17,982			20,724
Deferred income		2,454			2,504
Other current liabilities		17,580			17,124
Total current liabilities		69,668			76,057
OTHER NONCURRENT LIABILITIES		5,889			6,334
COMMITMENTS AND CONTINGENCIES (Note 2)
SHAREHOLDERS’ EQUITY:
Undesignated preferred stock, no specified par value; 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $.01 par value; 60,000,000 shares authorized, 20,463,609 and 20,375,372 shares issued and outstanding		205			204
Paid-in capital		53,076			52,995
Warrants		16,500			16,500
Accumulated other comprehensive income (loss)		(121		)	46
Retained earnings		118,091			115,184
Total shareholders’ equity		187,751			184,929
		$	263,308		$	267,320

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4

 

MAIR HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

(Unaudited)

 

		Three Months Ended June 30
		2004			2003
OPERATING REVENUES:
Passenger		$	100,968		$	106,762
Freight and other		8,731			7,271
Total operating revenues		109,699			114,033
OPERATING EXPENSES:
Wages and benefits		35,300			35,228
Aircraft fuel		5,111			5,717
Aircraft maintenance		20,426			18,380
Aircraft rents		25,032			26,778
Landing fees		1,769			1,765
Insurance and taxes		2,073			2,827
Depreciation and amortization		3,753			4,499
Administrative and other		13,637			14,096
Total operating expenses		107,101			109,290
Operating income		2,598			4,743
NONOPERATING INCOME (EXPENSE):