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, 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

 

 

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.

 

Class		Outstanding as of October  29, 2004
Common Stock Par value $.01 per share		20,482,609

 

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 shareholders. 

 

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)

 

		September 30			March 31
		2004			2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	58,266		$	54,561
Short-term investments		70,231			67,285
Accounts receivable, net of reserves of $634 and $926		26,969			28,453
Inventories, net		10,359			8,664
Prepaid expenses and deposits		6,790			5,381
Deferred income taxes and other		11,166			11,449
Total current assets		183,781			175,793
PROPERTY AND EQUIPMENT:
Flight equipment		83,761			81,891
Other property and equipment		44,724			41,901
Less: Accumulated depreciation and amortization		(89,874		)	(84,070		)
Net property and equipment		38,611			39,722
NONCURRENT ASSETS:
Long-term investments		37,656			38,084
Goodwill		2,503			2,503
Other intangible assets, net		3,022			3,224
Other assets, net		7,052			7,994
		$	272,625		$	267,320

 

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

 

3

 

MAIR HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (Continued)

(in thousands, except share information)

(Unaudited)

 

		September 30			March 31
		2004			2004
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$	19,357		$	18,981
Accrued liabilities:
Payroll		15,840			16,724
Maintenance		18,526			20,724
Deferred income		2,611			2,504
Other current liabilities		18,308			17,124
Total current liabilities		74,642			76,057
OTHER NONCURRENT LIABILITIES		5,428			6,334
COMMITMENTS AND CONTINGENCIES
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, 20,482,609 and 20,375,372 shares issued and outstanding		205			204
Paid-in capital		53,041			52,995
Warrants		16,500			16,500
Accumulated other comprehensive income (loss)		(63		)	46
Retained earnings		122,872			115,184
Total shareholders' equity		192,555			184,929
		$	272,625		$	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							Six Months Ended
		September 30							September 30
		2004				2003			2004				2003
OPERATING REVENUES:
Passenger		$	107,736			$	109,683		$		208,704		$	216,445
Freight and other		10,377				7,779			19,108				15,050
Total operating revenues		118,113				117,462			227,812				231,495
OPERATING EXPENSES:
Wages and benefits		36,537				36,555			71,837				71,783
Aircraft fuel		5,420				5,759			10,531				11,476
Aircraft maintenance