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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998 Commission File
Number 0-15495
MESA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 85-0302351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 North 44th Street, Suite 700, Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 685-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
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 x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 17, 1998:
Common Stock, no par value: $199,729,822
On December 17, 1998, the Registrant had outstanding 28,369,081 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS FORM 10-K REFERENCE
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None None
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PART I
This Form 10-K includes certain statements, including statements regarding the
Company's operations which we believe are within the meaning of the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should","expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," or the negative of such terms and other comparable terminology.
However, this Form 10-K also contains other forward-looking statements. Such
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions which could cause Mesa's future results to differ
materially from those expressed in any forward-looking statements made by or on
behalf of Mesa Many of such factors are not under Mesa's ability to control or
predict. Readers are cautioned not to put undue reliance on forward-looking
statements. Mesa disclaims any intent or obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. See, "FORWARD-LOOKING STATEMENTS."
ITEM 1. BUSINESS
GENERAL
Mesa Air Group, Inc. and its subsidiaries (collectively referred to herein as
"Mesa" or the "Company") is an independently owned regional airline serving 108
cities in 28 states, the District of Columbia, Toronto, Canada, and Guaymas and
Hermasillo, Mexico. Mesa operates a fleet of 112 aircraft and has approximately
1,000 daily departures. Mesa was originally incorporated under the name Mesa Air
Shuttle, Inc. and began airline operations in August 1982.
Mesa's airline operations are conducted by two regional airlines utilizing
hub-and-spoke systems. Mesa Airlines, Inc. ("MAI"), a wholly-owned subsidiary of
Mesa, operates as America West Express under a code-sharing agreement with
America West Airlines, Inc. ("America West") and as US Airways Express under
code-sharing agreements with US Airways, Inc. ("US Airways") and also operates
an independent division, Mesa Airlines, from a hub in Albuquerque, New Mexico.
Air Midwest, Inc., a wholly-owned subsidiary of Mesa, also operates under a
code-sharing agreement with US Airways and flies as US Airways Express.
Approximately 93% of Mesa's consolidated revenues for the year ended September
30, 1998, were derived from operations associated with code-sharing agreements
with America West and US Airways. These code-sharing agreements allow use of the
code-sharing partner's reservation system and flight designator code to identify
flights and fares in the computer reservation system, permit use of the logo,
service marks, exterior aircraft paint schemes, and uniforms similar to the
code-sharing partners', and provide coordinated schedules and joint advertising.
Mesa's passengers receive mileage credits in the respective frequent flyer
programs of America West and US Airways, and credits in those programs can be
used on Mesa's flights.
During fiscal 1998, Mesa Air Group restructured its management and operations,
including the following changes:
- - The appointment of Jonathan G. Ornstein as the new President and Chief
Executive Officer of Mesa effective May 1, 1998.
- - The replacement of all of corporate officers of MAI and Mesa
Air Group
- - The restructuring of Mesa Air Group's Board of Directors, which included
the appointment of four new outside directors.
- - The termination by United Airlines of the WestAir United Express code-share
agreement and the subsequent cessation of operations by WestAir.
- - The termination by United Airlines of the Mesa Airlines Denver and Pacific
Northwest United Express code-share agreement.
- - The execution of new code-share agreements with America West and
US Airways.
- - The signing of a letter of intent by Mesa Air Group to acquire, as a wholly
owned subsidiary, CCAIR, Inc., a Charlotte, North Carolina-based US Airways
Express Airline.
The cancellation by United of the code-sharing agreements of both WestAir and
Mesa Airlines resulted in Mesa having 100 excess aircraft. As of September 30,
1998, 85 of these aircraft have either been returned to their respective lessors
with Mesa's obligations with respect to the leases terminated, have been sold
to other airlines or otherwise redeployed. Mesa is negotiating with various
parties to dispose of the remaining 15 excess aircraft.
CORPORATE STRUCTURE
Mesa is a Nevada corporation and has its principal executive office in Phoenix,
Arizona. In addition to its airline operating subsidiaries, MAI and Air Midwest,
Inc., a Kansas corporation and certificated air carrier ("Air Midwest"), Mesa
owns WestAir Holdings, Inc., a California corporation, and the owner of WestAir
Commuter Airlines, Inc. ("WestAir"), a certificated carrier, which ceased
operations in 1998; and various non-airline operations which include:
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- MPD, Inc., a Nevada corporation d.b.a. Mesa Pilot Development, which
operates Mesa's Training Programs for new pilots in conjunction with
San Juan college in Farmington, New Mexico.
- Regional Aircraft Services, Inc., a California corporation owned by
WestAir Holdings, Inc., which performs component overhaul and repair
services.
- FCA, Inc., a Nevada corporation d.b.a. Four Corners Aviation, a
fixed-base operation in Farmington, New Mexico.
- Mesa Leasing, Inc. a Nevada corporation, a subsidiary established to
assist Mesa's acquisition and leasing of aircraft.
- MAGI Insurance, Ltd., a Barbados, West Indies based captive insurance
company established for the purpose of obtaining more favorable
liability rates for Mesa and its subsidiaries.
Mesa and CCAIR, Inc., a regional airline based in Charlotte, North Carolina that
operates under a code-sharing agreement with US Airways, announced in August
1998 that they had signed a Letter of Intent whereby Mesa would acquire CCAIR as
a wholly owned subsidiary. The transaction would be valued at approximately $60
million (including $15 million of debt assumed) and is intended to be accounted
for as a pooling of interests. The agreement contemplated by the Letter of
Intent is an all stock transaction whereby Mesa would acquire all outstanding
shares of CCAIR's common stock by issuing Mesa shares equivalent in value to
$5.40 for each share of CCAIR common stock, subject to a maximum of .982 shares
(at a Mesa share price of $5.50) and a minimum of .568 shares (at a Mesa share
price of $9.50). Consummation of the transaction is subject to certain
conditions, including completion of mutual due diligence, the negotiation and
execution of a definitive merger agreement, receipt of regulatory approval,
shareholder approval from both the CCAIR shareholders (as to the merger) and the
Mesa shareholders (as to the issuance of Mesa shares in the merger), and
satisfaction of closing conditions to be contained in a definitive purchase
agreement.
MESA AIRCRAFT IN OPERATION BY CODE SHARE PARTNER AS OF SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
BEECH EMBRAER
1900 DASH 8 BRASILIA CRJ TOTAL
<S> <C> <C> <C> <C> <C>
US Airways Express 68 -- 1 12 81
America West Express 7 12 -- 4 23
Mesa 8 -- -- -- 8
--- --- --- --- ---
TOTAL: 83 12 1 16 112
=== === === === ===
</TABLE>
In addition to carrying passengers, Mesa carries freight and express packages on
its passenger flights and has interline small cargo freight agreements with many
other carriers. Mesa has contracts with the U.S. Postal Service for carriage of
mail by air to the cities it serves and occasionally operates charter flights
when aircraft are not otherwise utilized for scheduled service.
CODE-SHARING RELATIONSHIPS
Mesa's subsidiaries have one code-sharing agreement with America West and four
separate code-sharing agreements with US Airways. Renewal of one code-sharing
agreement with a code-sharing partner does not guarantee the renewal of any
other code-sharing agreement with the same code-sharing partner.
The code-sharing agreements provide for terms of six years for America West
(expiring in 2004), and five to 10 years for US Airways (Air Midwest expires in
2000 in the Kansas City hub, and the various MAI agreements expire in 2003 in
Pittsburgh and for the Canadair Regional Jets ("CRJ") service (described below)
and 2004 in the New Orleans, Boston, Philadelphia, Tampa and Orlando hubs). Mesa
intends to seek renewal of the Air Midwest US Airways code-sharing agreement.
Although the provisions of the agreements vary, generally they are subject to
cancellation should Mesa's subsidiaries fail to meet certain operating and
performance standards, the breach of other contractual terms and conditions,
and, in the case of the US Airways code-sharing agreements (other than the new
CRJ service agreement described below), upon six months' notice by either party.
The code-sharing agreements do not prohibit the major carrier from serving
routes served by the various subsidiaries of Mesa. The code-sharing agreements
contain varying provisions allowing Mesa's partners to terminate the agreements
upon certain potential operational or "change in control"
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events. The agreements with US Airways provide that US Airways may terminate its
code-sharing agreements upon a change in control of Mesa consisting of not less
than 51 percent of the outstanding voting stock or a replacement of 50 percent
or more of the members of the Board of Directors. A termination or expiration
without renewal of any code-sharing agreements with America West or US Airways
would have a material adverse effect on Mesa's business, financial condition,
and results of operation.
In November 1997, MAI entered into a new code-sharing agreement with US Airways
to provide CRJ service between various domestic city pairs. The CRJ code-sharing
agreement terminates five years after CRJ service first begins but is subject to
earlier termination by US Airways (i) in the event certain performance
requirements are not met and remain uncured for 90 days or (ii) without cause on
a "per aircraft basis" three years after such aircraft have been installed in
the system upon 180 days' notice. In addition, payments to MAI are based on
operating performance goals and may be increased or decreased based on actual
results. For the fiscal year ended September 30, 1998, US Airways Express
represented approximately 66% of the available seat mile (ASM) capacity of
Mesa's aircraft and 70% of its consolidated revenue.
Mesa operates 23 of its fleet of 112 aircraft as America West Express out of
hubs in Phoenix, Arizona and Columbus, Ohio. For the fiscal year ended September
30, 1998, the America West Express operation represented approximately 27% of
the ASMs of Mesa's aircraft and approximately 23% of its consolidated revenue.
Mesa is currently operating four CRJ aircraft in the America West system, and
intends to add one additional CRJ each month through September 1999. Allocation
of additional CRJ aircraft is a forward looking statement and is subject to
change depending on, among other factors, the availability of CRJ aircraft from
the manufacturer, the willingness of management of America West to agree to
deployment of additional aircraft, and changes in competitors' routes.
MARKET FACTORS
The key factors supporting the regional airline market are:
- Service in low-density markets which remain unattractive to major
airlines and low-fare carriers;
- Relationships with the major airlines, operating feeder service to
hubs for connecting passengers under code-sharing arrangements;
- Allocation of new-generation, lower-cost turboprop and smaller
regional jet aircraft to routes that were traditionally larger jet
routes;
- Ability to provide complementary service in existing major airline
markets by operating flights in scheduling gaps between those of the
major air carrier; and
- Lower costs than a major airline operating a similar route due to
lower wages, more flexible work rules and more suitable aircraft for
that particular route.
CORPORATE STRATEGY
Mesa's long-term business strategy is to operate a competitive and profitable,
high frequency, quality-service airline, primarily with a hub-and-spoke route
system. The strategy is implemented through a disciplined approach to the
regional airline business which incorporates (i) the previously discussed
regional diversification, (ii) a focus on profitable markets, (iii) reactions to
the changing economic and competitive environment , and (iv) a modern, efficient
aircraft fleet that positions the airline to be able to capitalize on future
growth opportunities.
For Mesa's USAirways Express turboprop operations, Mesa's market selection
process follows an in-depth analysis on a route-by-route basis. Agreement is
then reached, where appropriate, with US Airways regarding the level of service
and fares. Mesa believes that this selection process enhances the likelihood of
profits in a given market. Under the America West Contract and the US Airways
Express Regional Jet operation, market selection is accomplished by America West
and US Airways respectively.
AIRLINE OPERATIONS
In 1998, Mesa moved its corporate headquarters from Farmington, New Mexico and
training department from Ft. Worth, Texas to Phoenix, Arizona. Departments
included in the move were executives, flight operations including dispatch,
accounting, training, personnel, and planning. Headquarters for Mesa's Air
Midwest subsidiary is located in Wichita, Kansas.
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In July 1997, WestAir received a proposal from United Airlines to extend
WestAir's code-share agreement which was due to expire on May 31, 1998. The
Company did not accept the proposal due to significant cost increases proposed
by United. The Company continued to negotiate with United. However, on July 22,
1997, United awarded eight of WestAir's Los Angeles contract markets to Skywest
Airlines effective October 1, 1997, and subsequently granted WestAir additional
markets sufficient to utilize the aircraft previously operating the eight Los
Angeles markets awarded to Skywest. In November 1997, WestAir received notice
from United that WestAir's code-sharing agreement would not be renewed upon its
expiration on May 31, 1998.
In September 1997, upon notice to United, Mesa began a reduction of service in
some United Express markets from Denver and termination of service to other
markets. The reduction in service and termination of certain markets was a
result of significantly increased costs associated with operating from the new
Denver International Airport and a 20 percent decrease in the average connecting
fare received from United. The increased costs associated with operating from
Denver International Airport and the reduction in connecting fares received from
United resulted in a substantial operating loss in the Denver system in fiscal
year 1997.
In response to Mesa's notice to United to reduce and eliminate service in
certain markets, United asserted that Mesa's past and proposed termination of
service was a "material default" under the code-sharing agreement. United
requested an increase in service in certain markets and claimed damages and
remedies, including termination of the code-sharing agreement. Mesa claimed that
the code-sharing agreement allowed Mesa to terminate service in an unprofitable
market. In January 1998, United notified Mesa that it was canceling the Denver
and Pacific Northwest code-sharing agreements effective September 30, 1998.
In June 1997, United filed a lawsuit in the United States District Court for the
Northern District of Illinois against Mesa Airlines and WestAir seeking a
judicial declaration of the parties' rights and obligations under the
code-sharing agreements. In response, Mesa filed a counterclaim against United
for the termination of the Mesa code-sharing agreement and for damages resulting
from the non-renewal of the WestAir code-sharing agreement. These lawsuits are
discussed in further detail in Item 3, "LEGAL PROCEEDINGS."
Mesa has reduced the number and type of aircraft it operates. In July 1997, the
Fokker 70 aircraft were retired and replaced by CRJ aircraft. Termination of
Mesa's and WestAir's code-sharing agreement with United Airlines resulted in a
surplus of 21 British Aerospace Jetstream 31 aircraft, 29 Embraer Brasilia
aircraft and 37 1900D Beech aircraft. Management also elected to cease the
operation of five Embraer Brasilia aircraft in Florida. Through a settlement
agreement reached with WestAir's creditors, Mesa retired all 21 of the British
Aerospace Jetstream 31 aircraft as well as 17 of the remaining 30-seat Embraer
Brasilia aircraft. Retirement of these aircraft reduced the type of aircraft
operated by Mesa to three: the 1900D, Dash 8-200 and CRJ aircraft. The last
Embraer Brasilia aircraft in the system was parked on October 4, 1998. Of the 37
surplus Beech 1900D aircraft, 22 were sold to Great Lakes Aviation prior to
September 30, 1998, and two Beech 1900D aircraft were sold on November 30, 1998.
Mesa has entered into an agreement with Beechcraft whereby Beechcraft will
market Mesa's remaining excess 1900D aircraft for a fee. SkyWest Airlines
purchased two Embraer Brasilia aircraft and assumed leases on eight other
Embraer aircraft. There were seven Embraer Aircraft left at September 30, 1998
which are scheduled to be traded in as Mesa receives CRJ deliveries. As of
December 1998, three had been traded in on CRJ deliveries.
MESA'S JET SERVICE
In August 1996, Mesa entered into a memorandum of understanding with Bombardier
Regional Aircraft Division ("BRAD") to acquire 16 CRJ 50-passenger jet aircraft
with an option to acquire an additional 16 of the jet aircraft and Rolling
Options to acquire a third block of sixteen aircraft. In August 1997, Mesa
exercised options to purchase 16 of the 32 CRJ aircraft reserved under the
option agreement. This exercise included the conversion of eight of its Dash
8-200 aircraft then on order to CRJ 50-passenger jet aircraft. Twenty CRJ
aircraft had been delivered to Mesa by December 18, 1998. Delivery of the
remaining twelve CRJ aircraft is scheduled to be completed before the end of
calendar 1999.
MAI commenced independent jet service under its own name, "Mesa Airlines"
between Ft. Worth and Houston, Texas in May 1997 and between Ft. Worth and San
Antonio, Texas in September 1997. Subsequent to September 30, 1997, CRJ flights
were initiated between Ft. Worth and Austin, Texas; San Antonio and Colorado
Springs, Colorado; and Colorado Springs and Nashville, Tennessee. This
independent jet operation was discontinued in February 1998, and the CRJ
aircraft were redeployed in Mesa's US Airways Express and America West Express
operations.
MARKETING
Under Mesa's code-sharing agreements, America West and US Airways (the major
partners) coordinate advertising and public relations within their respective
regions. In addition, Mesa benefits from the major partners' advertising
programs in regions outside those served by Mesa, with the major partners'
customers becoming customers of Mesa as a result of through-fares. Under these
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code-sharing arrangements, Mesa's passengers also benefit from through-fare
ticketing with the major partners and greater accessibility to Mesa's flights on
computer reservation systems and in the Official Airline Guide.
Mesa's services are promoted through listings in computer reservation systems,
the Official Airline Guide, and through direct contact with travel agencies and
corporate travel departments. Mesa participates in shared advertising with
resort and rental property operators and ski areas in leisure markets in which
it operates. Mesa's non-code-share operation utilizes SABRE, a computerized
reservation system widely used by travel agents, corporate travel offices and
other airlines. The reservation systems of Mesa's code-sharing partners are also
utilized in each of Mesa's other operations through their respective
code-sharing agreements. Mesa also pays booking fees to owners of other
computerized reservation systems based on the number of passengers booked by
travel agents using such systems. Mesa believes that it has good relationships
with the travel agents handling its passengers.
FARES AND FEE PER DEPARTURE
Since 1978, airlines in the United States have been free to set their own
domestic fares without governmental regulation. Mesa has increasingly relied on
fee per departure contractual agreements with its two code-sharing partners to
generate revenue. All of Mesa's America West Express operations (except Guaymas
and Hermasillo, Mexico) and all its US Airways Express jet operations are on a
fee per departure basis. The percentage of revenue generated under the fee per
departure agreements is expected to significantly increase in 1999 as Mesa adds
additional regional jets to its America West Express and US Airways Express
operations. Mesa derives the remainder of its passenger revenues from a
combination of local fares, through fares, joint fares and fee per departure
arrangements. Local fares are fares for one-way and round-trip travel provided
by Mesa within its route system. Passengers connecting with other carriers also
frequently use local fares. A through-fare is a fare offered to passengers by
either America West or US Airways which generally provides cost savings to the
passenger who transfers to the major carrier's code-sharing partner on routes
flown by the code-sharing partner. Through-fares are prorated in accordance with
standards specified in the various code-sharing agreements. Joint fares are
single fares for travel combining flights with Mesa and other airlines, which
are not code-sharing partners with Mesa. With joint fares, the passenger
generally pays a single lower fare than the sum of the local fares charged for
the combined flights. Mesa has been able to negotiate joint-fare arrangements
with some major carriers as an additional means of deriving passengers
connecting through its hub cities.
COMPETITION
The airline industry is highly competitive and volatile. Airlines compete in the
areas of pricing, scheduling (frequency and timing of flights), on-time
performance, type of equipment, cabin configuration, amenities provided to
passengers, frequent flyer plans, travel agents' commissions and the automation
of travel agents' reservation systems. Further, because of the Deregulation Act,
airlines are currently free to set prices and establish new routes without the
necessity of seeking governmental approval. At the same time, deregulation has
allowed airlines to abandon unprofitable routes where the affected communities
will not be left without air service. See, "ESSENTIAL AIR SERVICE PROGRAM."
Mesa believes that the Deregulation Act facilitated Mesa's entry into scheduled
air service markets and will allow it to compete on the basis of service and
fares. The Deregulation Act, however, makes possible the entry of other
competitors, which have substantial financial resources and experience, creating
the potential for intense competition among regional air carriers in Mesa's
markets.
Mesa believes its code-sharing agreements provide a significant competitive
advantage in hub airports where its major partner has a predominant share of the
market. The ability to control connecting passenger traffic by offering a
superior service makes it very difficult for other regional airlines to compete
at such hubs. In addition to the enhanced competitive edge offered by the
code-sharing agreements, Mesa competes with other airlines by offering frequent
flights, flexible schedules and numerous fare levels.
Mesa's reliance on its code-share agreements with its major airline partners for
the majority of its revenue means that Mesa must rely on the ability of both US
Airways and America West to adequately promote their respective service and to
maintain their respective market share. Competitive pressures by low-fare
carriers and price discounting among major airlines could have an adverse effect
on US Airways and America West and therefore adversely affect Mesa.
Mesa is the exclusive America West Express operator. However, there are several
airlines that operate as US Airways Express, and to the extent that Mesa cannot
provide safe, reliable and competitive service as US Airways Express, US Airways
could reassign Mesa routes to other US Airways Express carriers.
FUEL
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During its operating history, Mesa has experienced few problems with the
availability of fuel, and it believes that it will be able to obtain fuel
sufficient to meet its existing and anticipated future requirements at
competitive prices. Standard industry contracts do not generally provide
protection against fuel price increases, nor do they ensure availability of
supply. The extent and the duration of fuel price increases are not predictable;
however, to the extent that fuel price increases cannot be passed on to the
customer they are absorbed as an additional expense by Mesa. A substantial
increase in the price of jet fuel or the lack of adequate fuel supplies in the
future would have a material adverse effect on Mesa's business, financial
condition and results of operation.
MAINTENANCE OF AIRCRAFT AND TRAINING
All mechanics and avionics specialists employed by Mesa have the appropriate
training and experience and hold the required licenses issued by the Federal
Aviation Administration (the "FAA"). Using a combination of FAA certified
maintenance vendors and its own personnel and facilities, Mesa maintains its
aircraft on a scheduled and "as-needed" basis. Mesa emphasizes preventive
maintenance and inspects its aircraft engines and airframes as required. Mesa
has also developed an inventory of spare parts specific to the aircraft it flies
and has instituted a computerized tracking system to increase maintenance
efficiency and to avoid excess inventories of spare parts.
Mesa provides periodic in-house and outside training for its maintenance and
flight personnel and also takes advantage of factory training programs that are
offered when acquiring new aircraft.
Maintenance and repairs, including major engine overhauls, are charged to
operating expenses as incurred. Engine overhaul costs for the Dash 8 and CRJ
engines are subject to power by the hour contracts with outside vendors and
considered incurred as the aircraft are flown.
INSURANCE
Mesa carries types and amounts of insurance customary in the airline industry,
including coverage for public liability, passenger liability, property damage,
product liability, aircraft loss or damage, baggage and cargo liability and
workers' compensation.
Mesa's captive insurance company, MAGI Insurance, Ltd., handles baggage and
freight claims in addition to a two percent portion of Mesa's hull and liability
insurance.
Mesa carries a $300 million combined single limit aircraft liability and
comprehensive general liability policy and a $25 million per occurrence
aggregate personal injury policy, except with respect to passengers, which is a
$250 million per occurrence aggregate policy. In addition, Mesa's aircraft are
insured to their full hull value.
EMPLOYEES
Mesa currently has approximately 2,500 employees. Mesa's success is in part
dependent upon its ability to continue to attract and retain qualified
personnel. Historically, Mesa has had no difficulty attracting qualified
personnel to meet its requirements.
Pilot turnover at times is a significant issue among regional carriers when
major carriers are hiring experienced commercial pilots away from regional
carriers. The addition of aircraft, especially new aircraft types, can result in
pilots upgrading between aircraft types and becoming unavailable for duty during
the extensive training periods required. Commencing in early 1997, the
consolidation and standardizing of Mesa's pilot training program resulted in
training delays and impacted Mesa's operations and resulted in unavailability of
flight crews and cancellation of flights. The pilot shortage was reduced in
October 1997 when Mesa reduced service in certain markets and temporarily
removed aircraft from service, however, in early 1998 10 aircraft remained out
of service to comply with the reduced levels of service required by US Airways
until pilot and crew shortages could be alleviated in the second quarter of
1998. There has been no pilot shortages since the termination of Mesa's United
Express operation in April 1998. No assurances can be made that pilot turnover
and unavailability will not again be a significant problem in the future,
particularly if major carriers expand. Similarly, there can be no assurance that
sufficient numbers of new pilots will be available to support any future growth.
During December 1996, Mesa reached a five-year agreement with the Air Line
Pilots Association (ALPA) for a single pilot contract for MAI and Air Midwest,
Inc. The contract provides for industry-average pay, economic work rules and
opportunities for advancement. Air Midwest mechanics are represented by the
International Association of Machinists (IAM), flight attendants at MAI are
represented by the Association of Flight Attendants (AFA). No other Mesa
subsidiaries are parties to any other collective bargaining agreement or union
contracts.
ESSENTIAL AIR SERVICE PROGRAM
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The Essential Air Service program administered by the United States Department
of Transportation (the "DOT") guarantees a minimum level of air service in
certain communities, predicated on predetermined guidelines set forth by
Congress. Based on these guidelines, the DOT will subsidize air service to
communities, which might otherwise not have air service. Mesa services 14 such
markets for an annual subsidy of approximately $4.7 million.
REGULATION
As an interstate air carrier, Mesa is subject to the economic jurisdiction,
regulation and continuing air carrier fitness requirements of the DOT which
include required levels of financial, managerial, and regulatory fitness. The
DOT is authorized to establish consumer protection regulations to prevent unfair
methods of competition and deceptive practices, to prohibit certain pricing
practices, to inspect a carrier's books, properties and records, and to mandate
conditions of carriage. The DOT also has the power to bring proceedings for the
enforcement of air carrier economic regulations, including the assessment of
civil penalties, and to seek criminal sanctions.
Mesa is subject to the jurisdiction of the FAA with respect to its aircraft
maintenance and operations, including equipment, ground facilities, dispatch,
communication, training, weather observation, flight personnel and other matters
affecting air safety. To ensure compliance with its regulations, the FAA
requires airlines to obtain an operating certificate, which is subject to
suspension or revocation for cause, and provides for regular inspections.
As a result of a special review by the FAA beginning in July 1996 of Mesa's
operations, and certain other factors, the FAA alleged that Mesa violated
certain Federal Aviation Regulations. Mesa disputed many of the allegations and
as a result, a Consent Order was signed with the FAA in September 1996, in which
the FAA agreed that the execution of the Consent Order by Mesa did not
constitute or imply an admission by Mesa of the facts, circumstances or
regulatory violations contained in the Consent Order. In the Consent Order, the
FAA stated that, as a result of Mesa's positive responses to the FAA and its
prompt action to cure possible deficiencies and its planned improvements, the
FAA would assess a compromise civil penalty of $500,000 . Mesa paid $250,000 of
the compromise amount, and the remaining $250,000 was waived after Mesa complied
with provisions of the Consent Order by September 30, 1997. Mesa agreed to adopt
operational standards that exceed the requirements of the Federal Aviation
Regulations ("FAR") and consolidate control of operational areas (maintenance,
flight operation and training) under one central management team.
Effective in March 1997, the FAA required that regional airlines with aircraft
of 10 or more passenger seats operating under FAR Part 135 rules to begin
operating those aircraft under FAR Part 121 regulations. FAR Part 121 rules
previously governed the operation of aircraft with more than 30 seats. Under the
FAA's changes FAR Part 121 rules now encompass the operation of aircraft with
greater than nine seats. Mesa, one of the largest regional airlines operating
under FAR Part 135 regulations, completed the transition to FAR Part 121 within
the FAA's deadline. Some of the additional requirements of FAR Part 121 include:
increased pilot training, the necessity to have FAA licensed dispatchers
dispatch each flight, additional training of maintenance personnel, additional
maintenance and flight record keeping requirements, additional maintenance
requirements for the aircraft, and a decrease in the number of hours that a
pilot may fly. These requirements have resulted in increases in Mesa's costs,
affecting Mesa's ability to profitably serve certain markets. Such increased
costs are primarily related to additional training, dispatch and maintenance
procedures. Mesa anticipates that the cost of the transition from FAR Part 135
to FAR Part 121 will be approximately $4.5 million per year. Efforts are being
made to minimize the cost of these new operating procedures while fully
complying with FAR Part 121 operating requirements.
Mesa is also subject to the jurisdiction of the Federal Communications
Commission regarding the utilization of its radio facilities and to the
jurisdiction of the United States Postal Service with respect to carriage of
United States mail. Local governments in certain markets have adopted
regulations governing various aspects of aircraft operations, including noise
abatement and curfews.
ITEM 2. PROPERTIES
Mesa's primary property consists of the aircraft used in the operation of its
business. The following table lists the aircraft owned and leased by Mesa as of
September 30, 1998:
<TABLE>
<CAPTION>
NUMBER OF AIRCRAFT
PASSENGER
TYPE OF AIRCRAFT OWNED LEASED TOTAL CAPACITY
<S> <C> <C> <C> <C>
Beechcraft 1900 86 10 96 19
Embraer Brasilia -- 7 7 30
Dash 8-200 -- 12 12 37
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C>
Canadair Regional Jet -- 16 16 50
--- --- ---
Total 86 45 131
=== === ===
</TABLE>
Of the total aircraft, 13 of the Beechcraft 1900D aircraft were not in active
service at September 30, 1998. Two of these Beechcraft 1900D aircraft were sold
subsequent to September 30, 1998, while the remaining 11 are still available for
sale. Six of the seven Embraer Brasilia were not used in scheduled service at
September 30, 1998. The one Embraer Brasilia that was in active service at
September 30, 1998 was removed from service in October 1998. All of these
Embraer Brasilia aircraft are scheduled to be traded in to Bombardier upon the
delivery of additional CRJ's. At December 1998, three of the seven Embraer
Brasilia aircraft had been traded in on CRJ aircraft. See "Business - Airline
Operations" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION -- Liquidity and Capital Resources " for a discussion
regarding Mesa's aircraft fleet commitments.
In addition to aircraft, Mesa has office and maintenance facilities to support
its operations. The facilities are as follows:
<TABLE>
<CAPTION>
TYPE LOCATION OWNERSHIP APPROXIMATE SIZE
---- -------- --------- ----------------
<S> <C> <C> <C>
Administration/Executive Phoenix, AZ Leased 21,003 sq. ft.
Accounting/Dispatch
Flight Phoenix, AZ Leased 7,559
Operations/Training
Revenue Accounting Farmington, NM Owned 7,000.
Administration Farmington, NM Owned 18,000.
Operations Farmington, NM Owned 16,000
Hangar Farmington, NM Leased 30,000
Engine Shop Farmington, NM Leased 6,000
Hangar Fresno, CA Leased 50,000
Warehouse/Office Fresno, CA Leased 21,750
Hangar/Office Wichita, KS Leased 30,000
Hangar/Office Jacksonville, FL Leased 30,256
Hangar Jamestown, NY Leased 30,000
Hangar/Office Dubois, PA Leased 23,000
Hangar Reading, PA Leased 56,250
Hangar/Office Grand Junction,CO Leased 32,768
Hangar/Office Bullhead City, AZ Leased 12,852
Parts Storage Phoenix, AZ Leased 1,000
</TABLE>
Mesa's Administration/Executive/Accounting/Dispatch space is on a ten year lease
that commenced November 1, 1998. The Flight Operations/Training space is on a
two year lease commencing August 15, 1998. The Administration building in
Farmington, New Mexico was sold in December 1998. Mesa anticipates selling the
Revenue Accounting and Operations buildings in early 1999 and leasing back
approximately 10,000 square feet for revenue accounting and reservations.
Included in this sale is an additional 32,000 square feet of commercial real
estate leased to unrelated entities. Almost 16,000 square feet of the hangar
space in Fresno has also been sub-leased.
Mesa, as the lessee, leases space at each of the airports in which it operates
to accommodate its operations. These leases are generally month-to-month or
relatively short-term leases.
Mesa believes its current real property is both suitable and adequate for its
current and anticipated needs.
ITEM 3. LEGAL PROCEEDINGS
During 1994, seven shareholder class action complaints were filed in the United
States District Court for the District of New Mexico against Mesa, certain of
its present and former corporate officers and directors, its independent
auditor, and certain underwriters who participated in Mesa's June 1993 public
offering of Common Stock. During October 1995, the Court certified a class
consisting of persons who purchased Mesa stock between January 28, 1993 and
August 5, 1994. These complaints were consolidated by court order, and in May,
1996, the court granted, in part, a motion to dismiss. Thereafter, a third
amended consolidated complaint was filed alleging that during the class period
the defendants caused or permitted Mesa to issue publicly misleading financial
statements and other misleading statements in the registration statement for the
June 1993 public offering, annual and quarterly reports to shareholders, press
releases and interviews with securities analysts. In May 1998, Mesa entered into
a memorandum of understanding
9
<PAGE> 10
with the plaintiffs to settle the litigation. While Mesa and its corporate
officers and directors believe they have substantial and meritorious defenses
against the plaintiff's allegations and have defended their position vigorously,
they have agreed to a settlement to avoid ongoing litigation and associated
costs. The memorandum of understanding provides for a total of $8 million to be
paid to the class plaintiffs on behalf of the defendants. Mesa paid a
substantial portion of the settlement. Mesa accrued an additional $2.5 million
as of September 30, 1998 and on December 1, 1998, the settlement was approved by
the Court and the cases were dismissed. A substantial portion of the ultimate
settlement was provided by Mesa's previous accrual to vigorously defend this
litigation.
In June 1997, UAL filed a complaint in the United States District Court for the
Northern District of Illinois against two subsidiaries of Mesa, Mesa Airlines,
Inc. and WestAir Commuter Airlines, Inc., seeking a judicial declaration of the
parties' rights and obligations under two separate written agreements, pursuant
to which MAI and WestAir allegedly agreed to provide certain airline
transportation services to UAL including the provision of scheduled air
transportation services in certain areas of the United States under the service
mark "United Express." UAL contends that, under these agreements, UAL has the
right to "increase, decrease, or in any other way adjust the flight frequencies,
markets, or both" in certain airports currently serviced by WestAir and/or MAI.
In January 1998, UAL amended its complaint to include damages related to MAI's
purported breach of contract to provide specified levels of service in certain
cities. On November 1, 1998, UAL filed a motion with the Court to amend its
Complaint to include an additional $4.0 million in damages resulting from Mesa's
alleged failure to remit baggage fees at Denver International Airport to UAL.
The motion has not yet been considered. MAI and WestAir dispute the principal
contentions in UAL's complaint, and unless a satisfactory negotiated resolution
is achieved, intend to defend their positions vigorously. Furthermore, MAI and
WestAir believe that UAL has breached its code-sharing agreements with the
respective entities and have filed a counterclaim seeking to recover the
substantial damages to the business of MAI and WestAir which have been incurred.
In addition, Mesa and WestAir have filed suit against UAL and SkyWest Airlines,
Inc. ("SkyWest"). SkyWest was contracted to be Mesa's successor of the West
Coast. The complaint alleges that SkyWest unlawfully interfered with Mesa's and
WestAir's contracts with UAL. It further alleges improper conduct on the part of
UAL and SkyWest in terminating markets under the Mesa agreement and in leading
to the non-renewal of the WestAir agreement. Mesa is seeking substantial damages
against each defendant.
In November 1998, Mesa settled all claims with the aircraft and equipment
lessors of WestAir for approximately $15 million. WestAir contributed
approximately $11.2 toward the settlement and Mesa contributed approximately
$3.8 million. Mesa anticipates recovering $2 million from WestAir in the future.
WestAir had operated 43 leased aircraft pursuant to a Partnership Agreement with
United Airlines, a division of UAL, and upon cessation of United Express service
had considerable liabilities for the remaining terms of the leases. Mesa worked
closely with all lessors to develop and implement a plan that was acceptable to
both Mesa and the various lessors.
Mesa is also a party to legal proceedings and claims, which arise in the
ordinary course of business.
Although the ultimate outcome of the above pending lawsuits cannot be determined
at this time, Mesa believes, based upon information at this time, the ultimate
outcome of all the proceedings and claims pending against Mesa is not expected
to have a material adverse effect on Mesa's consolidated financial position.
Mesa's belief regarding the outcome of all pending proceedings and claims is a
forward-looking statement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ON JULY 24, 1998, THE COMPANY HELD ITS ANNUAL MEETING OF SHAREHOLDERS IN LAS
VEGAS, NEVADA. THE FOLLOWING PROPOSALS WERE VOTED UPON BY MESA'S SHAREHOLDERS AT
THE ANNUAL MEETING.
1. The following directors were elected at the annual meeting:
- Paul R. Madden
- Jonathan G. Ornstein
- James E. Swigart
- J. Clark Stevens
- Daniel J. Altobello
- Jack Braly
- Herbert A. Denton
- General Ronald R. Fogleman
- Larry L. Risley
Each nominee for Director received in excess of 90% of the total votes cast.
10
<PAGE> 11
2. The Key Officers' Stock Option Plan, which authorizes the grant of options to
purchase up to 1,600,000 shares of common stock, was approved with 17,322,436
(81.1%) voting for, 3.937,331 (18.4%) voting against, and 109,212 abstentions.
3. The Outside Directors Stock Option Plan, which authorizes the grant of
options to purchase up to 150,000 shares of common stock, was approved with
8,602,297 (82.7%) voting for, 3,780,533 (16.8%) voting against, and 107,370
abstentions.
4. The amendment to the 1996 Restated and Amended Employee Stock Option Plan, to
authorize the grant of additional options to purchase up to 1,500,000 shares of
common stock, was approved with 15,831,818 (74%) voting for, 5,417,360 (25.4%)
voting against, and 19,896 abstentions.
5. The Indemnification Agreements under the laws of the State of Nevada
entered into with the Company's officers and directors were ratified with
24,931,771 (97.7%) voting for, 477,458 (1.8%) voting against, and 107,744
abstentions.
7. The ratification of the selection of KPMG LLP as independent auditors of the
Company for fiscal 1998 was approved with 26,651,950 (99.5%) voting for, 65,756
(0.2%) voting against, and 64,038 abstentions.
8. The shareholder proposal to hire an investment banker to explore the sale or
merger of the Company was defeated with 1,750,078 (8.2%) voting for, 17,475,205
(81.9%) voting against, and 2,113,991 abstentions.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
MARKET PRICE OF COMMON STOCK
Presented below are the high and low sales prices of the Common Stock of Mesa
Air Group, Inc. on the NASDAQ National Market System under the symbol "MESA".
<TABLE>
<CAPTION>
FISCAL 1998 FISCAL 1997
QUARTER HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
First $ 6.875 $ 4.938 $10.500 $ 6.440
Second 9.406 5.250 7.630 5.440
Third 8.875 7.500 6.500 4.690
Fourth 8.313 4.672 6.630 5.000
</TABLE>
On December 2, 1998, Mesa had 1,236 shareholders of record. Mesa has never paid
cash dividends and does not intend to pay cash dividends in the future.
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA AND OPERATING STATISTICS
In thousands of dollars, except per share and average fare amounts and otherwise
indicated
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Operating revenues $ 423,541 $ 510,977 $ 500,363 $ 455,139 $ 396,134
Operating expenses 468,329 565,463 452,369 425,567 347,760
Operating income (loss) (44,788) (54,486) 47,994 29,572 48,374
Other income (expense) 6,100 3,087 14,302 (156) 3,534
Interest expense 22,508 27,776 12,777 6,395 7,916
Earnings (loss) before income taxes (61,196) (79,175) 49,519 23,021 43,992
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C> <C>
Net earnings (loss) (53,434) (48,597) 30,407 14,012 27,688
Net earnings (loss) per share: basic (1.89) (1.72) 1.01 0.43 0.78
Net earnings (loss) per share: diluted (1.89) (1.72) 1.00 0.42 0.76
Working capital 3,371 68,561 70,860 115,378 134,186
Total assets 470,952 679,866 678,491 446,722 419,902
Long-term debt, excluding current 234,475 338,199 338,278 78,411 91,722
portion
Stockholders' equity 121,099 177,088 224,666 255,883 234,316
Net book value per share $ 4.27 $ 6.26 $ 7.96 $ 7.53 $ 7.16
Passengers carried 5,103,931 6,720,631 6,463,690 6,086,782 5,170,252
Revenue passenger miles (000) 1,239,900 1.397,645 1.364,681 1,179,397 982,642
Available seat miles (000) 2,289,488 2,484,489 2,437,662 2,310,895 1,897,933
Average passenger journey 243 208 211 194 190
Average stage length 191 171 167 167 163
Load factor(1) 54.2% 56.3% 56.0% 51.0% 51.8%
Break-even passenger load factor 93.9% 94.4% 51.7% 49.2% 47.0%
Revenue per available seat mile 18.5(cent) 20.6(cent) 20.5(cent) 19.7(cent) 20.9(cent)
Cost per available seat mile 20.5(cent) 22.8(cent) 18.6(cent) 18.4(cent) 18.3(cent)
Average yield per revenue passenger 34.2(cent) 35.8(cent) 35.9(cent) 37.5(cent) 38.9(cent)
mile
Average fare $ 80.83 $ 74.52 $ 75.72 $ 72.53 $ 74.11
Aircraft in service 112 184 175 177 166
Cities served 108 168 164 172 165
Number of employees 2,500 4,800 4,000 3,900 3,500
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS
Mesa Air Group, Inc. and its subsidiaries are a group of regional airlines and
related companies providing service across the United States as America West
Express, Mesa Airlines, USAirways Express, and until May 31, 1998, as United
Express.
The following tables set forth selected operating and financial data of Mesa for
the years indicated below:
<TABLE>
<CAPTION>
OPERATING DATA
YEARS ENDED SEPTEMBER 30
1998 1997 1996
--------------- --------------- ----------------
<S> <C> <C> <C>
Passengers 5,103,931 6,720,631 6,463,690
Available seat miles (000) 2,289,488 2,484,489 2,437,662
Revenue passenger miles (000) 1,239,900 1,397,645 1,364,681
Load factor 54.23% 56.3% 56.0%
Revenue per ASM 18.5(cent) 20.6(cent) 20.5(cent)
Yield per RPM 34.2(cent) 35.8(cent) 35.9(cent)
Cost per ASM 20.5(cent) 22.8(cent) 18.6(cent)
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL DATA
YEARS ENDED SEPTEMBER 30
1998 1997 1996
PERCENT COST PERCENT COST PERCENT COST
AMOUNT OF PER AMOUNT OF PER AMOUNT OF PER
(000) REVENUES ASM (000) REVENUES ASM (000) REVENUES ASM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Flight operations $167,630 39.65% 7.3(cent) $181,696 35.6% 7.3(cent) $166,151 33.2% 6.8(cent)
Maintenance 81,847 19.38% 3.6(cent) 93,278 18.3% 3.8(cent) 81,400 16.3% 3.3(cent)
</TABLE>
- ----------
1 Load factor is defined as the percentage of seats filled.
12
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aircraft and traffic 68,125 16.1% 3.0(cent) 85,755 16.8% 3.5(cent) 73,469 15.0% 3.0(cent)
servicing
Promotion and sales 57,767 13.60% 2.5(cent) 75,448 14.8% 3.0(cent) 74,844 15.0% 3.1(cent)
General and administrative 26,768 6.3% 1.2(cent) 26,543 5.2% 1.1(cent) 29,186 5.8% 1.2(cent)
Depreciation and 25,749 6.1% 1.1(cent) 34,859 6.8% 1.4(cent) 24,296 4.9% 1.0(cent)
amortization
Other operating items 40,443 9.6% 1.8(cent) 67,884 13.3% 2.7(cent) 3,023 0.6% 0.1(cent)
Total operating expenses $468,330 110.6% 20.5(cent) $565,463 10.7% 2.8(cent) 452,369 90.4% 18.6(cent)
Interest expense $ 22,508 5.3% 1.0(cent) $ 27,776 5.4% 1.1(cent) $ 12,777 2.6% 0.5(cent)
</TABLE>
REVENUE AND EXPENSE COMPARISON
Fiscal 1998 versus Fiscal 1997
Operating revenues decreased by $87.4 million (17.1%) for fiscal year ended
September 30, 1998, compared to the prior fiscal year. This decrease was
primarily attributable to the termination of Mesa's United Express operations on
the west coast and Denver, Colorado in April and May, 1998. This represents a
24.1% decrease in passengers, partially offset by an 8.5% increase in average
fares. Capacity, measured by Available Seat Miles (ASMs), decreased by 7.8% and
passenger traffic, measured by Revenue Passenger Miles (RPMs), which represents
one passenger carried one mile, decreased by 11.3%. The load factor decreased
from 56.3% to 54.2%, yield (passenger revenue per RPM) decreased to 34.2(cent)
in fiscal 1998 from 35.8(cent) per RPM, and revenue per ASM decreased to
18.5(cent) from 20.6(cent) per ASM in fiscal 1997. The airline industry has a
history of fare and traffic volatility. Management expects revenue per available
seat mile to remain relatively stable in existing markets during the next fiscal
year. However, the CRJ jet aircraft, which is faster and flown over a longer
stage length than turbo prop aircraft, generates lower revenue per ASM than
turbo prop aircraft. Because Mesa expects to operate increasing numbers of CRJ
aircraft in the future, overall revenue per ASM and cost per ASM is expected to
be lower in the 1999 fiscal year than that attained in fiscal 1998.
Flight Operations expense decreased by 7.8 percent to $167.6 million (7.3 (cent)
per ASM) for the 1998 fiscal year, from $181.7 million (7.3(cent) per ASM) for
the comparable period in 1997. Fuel costs decreased by $16.7 million during the
current period as compared to the prior period, primarily as a result of
operating fewer aircraft in 1998. On an ASM basis, fuel costs decreased to
2.2(cent) during the current period from 2.(cent) in the prior period as a
result of longer stage length and more efficient aircraft. Pilot costs decreased
by $4.4 million during the year, remaining at 2.2(cent) per ASM for both the
fiscal years ending September 30, 1998 and 1997. Pilot training costs increased
by $6.5 million for the fiscal year ended September 30, 1998, from the fiscal
year ended September 30, 1997 due to the retraining costs associated with adding
11 CRJ aircraft into the fleet. Dispatch costs increased by $.8 million in the
1998 period due to the stricter operating requirements of FAR Part 121. These
cost increases were partially offset by an approximate $9.4 million reduction in
aircraft lease expense, from 2.7(cent) per ASM in the 1997 fiscal year to
2.(cent) in the 1998 fiscal year, which resulted from flying fewer aircraft.
Ownership costs of owned aircraft are reported as depreciation and interest
expense rather than flight operations expense.
Maintenance costs decreased by 12.3% to $81.8 million (3.6(cent) per ASM) for
the 1998 fiscal year, from $93.3 million (3.8(cent) per ASM) for the prior year.
Engine overhaul expenses decreased by $14.0 million due to the decline in fleet
size. These savings were partially offset by increased parts usage of $7.3
million and accrued costs for engine overhauls for the Dash 8 and CRJ engines on
power by the hour contracts.
Aircraft and Traffic Servicing costs decreased by 20.6% to $68.1 million
(3.0(cent)) per ASM) during fiscal 1998 from $85.8 million (3.5(cent) per ASM )
in fiscal 1997. Station wages decreased by $8.3 million or from 1.0(cent) per
ASM in fiscal 1998 to 0.7(cent) per ASM in fiscal 1998 due to more efficient
staffing. Station rent decreased by $5.5 million in fiscal 1998 from fiscal 1997
due to the elimination of the higher rental cost West Coast and Denver
operations.
Promotion and Sales expense decreased by 23.4% to $57.8 million (2.5(cent) per
ASM) during fiscal 1998 from $75.4 million (3.0(cent) per ASM) in fiscal 1997.
The decrease was primarily attributable to a reduction in booking fees. Mesa's
new contract with America West eliminates booking fees and travel agency
commissions, and thus these expenses are expected to continue to
decrease in fiscal year 1999.
13
<PAGE> 14
Depreciation and amortization expense decreased by $9.1 million to $25.7 million
in fiscal 1998 and interest expense decreased by $5.3 million to $22.5 million
in such period. The decrease in depreciation was due to the write-off of the
Denver system intangibles at September 30, 1997 in connection with the
termination of the United Express operations. The decrease in the interest
expense was due to lower outstanding loan balances as a result of the retirement
of aircraft.
At December 31, 1997 and September 30, 1997, Mesa recognized provisions of $33.9
million and $72.1 million, respectively, for the termination of the United
Express operations which included the non-renewal of the WestAir, and early
termination of the MAI, code-sharing agreements with UAL. These provisions are
included in other operating items. (See footnotes 11 and 15 in the accompanying
consolidated financial statements for additional discussion). Both the $33.9
million and the $72.1 million provisions provide for the estimated loss on the
retirement or sale of aircraft, parts and equipment which were surplus to the
needs of Mesa upon expiration and early termination of the code-sharing
agreements. In addition, the provision includes an estimate for all other
anticipated costs of discontinuation or sale of Mesa's WestAir, Denver and
Pacific Northwest operations. Other operating items in fiscal 1998 also include
$4.0 million for the termination of the Ft. Worth jet operations, and $2.5
million for the settlement of a shareholder lawsuit. Other operating items in
fiscal 1997 also include a gain from the settlement with an aircraft
manufacturer of $5.2 million and a $1 million aircraft return provision related
to the final settlement and return of Mesa's Fokker 70 aircraft.
The provisions discussed above were the primary reasons for the net losses in
1998 and 1997. However, other factors have contributed to the net losses. The
cost of operating 19 seat aircraft has risen sharply in the past three years.
This increase is primarily attributable to a combination of factors discussed
elsewhere herein, including increased governmental regulation, higher labor
costs due to union contracts, older aircraft requiring more maintenance, higher
training cost due to increased pilot turnover and other items. As a result Mesa
has made the determination to reduce the number of 19 passenger aircraft. At the
end of 1997, the Company was operating 139 19-seat aircraft, within the next
year it is expected this number will be less than 70. Also contributing to the
losses in both years was the unprofitable attempt to start a regional jet
operation flying as Mesa Airlines in Ft Worth, Texas. This operation ceased in
February 1998 and this equipment has been profitably redeployed under a code
sharing agreement with US Airways.
FISCAL 1997 VERSUS FISCAL 1996
Operating revenues increased by $10.6 million (2.1%) for fiscal 1997 compared to
the prior fiscal year. This increase in operating revenues is the result of a 4%
increase in passengers, partially offset by a 1.6% decrease in average fares.
Capacity, measured by ASMs, increased by 1.9% and passenger traffic, measured by
RPMs, increased by 2.4%. The load factor increased from 56.0% to 56.3%, yield
decreased to 35.8(cent) in fiscal 1997 from 35.9(cent) per RPM, and revenue per
ASM increased to 20.6(cent) from 20.(cent) per ASM in fiscal 1996.
Flight Operations expense increased by 9.4% to $181.7 million (7.3(cent) per
ASM) for the fiscal year ended September 30, 1997, from $166.2 million
(6.8(cent) per ASM) for the year ended September 30, 1996. Fuel costs increased
by $10.1 million to 2.7(cent) per ASM from 2.3(cent) per ASM during the current
period as compared to the prior period. Of that increase, $6.2 million is a
result of a 7.0(cent) per gallon increase in the average price of fuel with
increased usage accounting for the balance. Pilot costs increased by $14.0
million during the year due primarily to a $10.2 million increase in pilot wages
and payroll taxes. Of this increase $6.1 million was a result of increased rates
of pay associated with the new pilot contract which became effective in December
1996 and $4.1 million of the increase was due to an increase in the number of
pilots employed. The costs of pilot meals and lodging increased by $3.4 million
as a result of the new contract and conversion to operating under FAR Part 121.
dispatch costs increased by $1.9 million and pilot training costs rose by $2.0
million in the 1997 period due to the stricter operating requirements of FAR
Part 121. These cost increases were partially offset by an approximate $17.0
million reduction in aircraft lease costs during the 1997 fiscal year which
resulted from the purchase of 69 aircraft in May 1996, previously operated by
Mesa under operating leases. Aircraft ownership costs are reported as
depreciation and interest expense rather than flight operations expense.
Maintenance costs increased by $11.9 million to $93.3 million (3.8(cent) per
ASM) for the 1997 fiscal year, from $81.4 million (3.3(cent) per ASM) for the
prior year. The requirements of operating under FAR Part 121, the associated new
training requirements and implementation of the Consent Order with the FAA
resulted in a 20% increase in the number of mechanics per airplane in fiscal
1997 as compared to fiscal 1996. The increase in number of mechanics per
aircraft and a wage increase granted to the mechanics resulted in increasing
labor costs by approximately $3.8 million during the fiscal year. An increase in
the number of aircraft engine overhauls resulted in an increase in engine
overhaul expense of $8.1 million (35.7%).
Aircraft and Traffic Servicing costs increased to $85.7 million (3.5(cent) per
ASM) during fiscal 1997 from $73.5 million (3.(cent) per ASM ) in fiscal 1996.
Station labor costs rose by $6.1 million due to an across the board wage
increase granted in September 1996 in order to attract and retain qualified
individuals. Non-completion costs increased by $1.4 million in fiscal 1997. The
increase was caused by a higher than normal level of flight cancellations as a
result of flight crew scheduling difficulties and training delays. The flight
crew
14
<PAGE> 15
scheduling difficulties and training delays were related to the significant
changes required by conversion to FAR Part 121 and compliance with the FAA
Consent Order. Deicing costs increased $.8 million and security expenses
increased $.5 million in 1997 over the prior year. Increased costs of security
are directly related to the increase in passengers carried.
Promotion and Sales expense increased slightly from $74.8 million in fiscal 1996
to $75.4 million in fiscal 1997.
General and Administrative costs declined from $29.2 million in fiscal 1996 to
$26.5 million in fiscal 1997. The decrease was primarily attributable to reduced
management compensation expense under the management incentive program.
Depreciation and amortization expense rose by $10.5 million to $34.9 million and
interest expense increased by $15.0 million to $27.8 million. The increase in
depreciation and interest expense was due to the purchase of 69 aircraft in May
1996, which had previously been operated by Mesa under operating leases, and the
purchase of 22 new Beechcraft aircraft financed with debt.
At September 30, 1997, Mesa recognized a provision of $72.1 million for the
non-renewal of the WestAir, and early termination of the MAI, code-sharing
agreements with UAL. This provision is included in other operating items. (See
footnotes 11 and 15 in the accompanying consolidated financial statements for
additional discussion). The $72.1 million provision provides for the estimated
loss on the retirement or sale of aircraft, parts and equipment which are
expected to be surplus to the needs of Mesa upon expiration and early
termination of the code-sharing agreements. In addition, the provision included
an estimate for all other anticipated costs of discontinuation or sale of Mesa's
WestAir, Denver and Pacific Northwest operations. Other operating items in
fiscal 1997 also includes a gain from the settlement with an aircraft
manufacturer of $5.2 million and a $1 million aircraft return provision related
to the final settlement and return of Mesa's Fokker 70 aircraft. In fiscal 1996,
Mesa recognized a $3 million provision related to return of the Fokker 70
aircraft.
Mesa's effective tax rate of 38.6% is comparable with prior years.
LIQUIDITY AND CAPITAL RESOURCES
Mesa's cash, cash equivalents and marketable securities as of September
30, 1998 were $35.6 million, representing a decrease of $21.6 million over the
prior year. Mesa had a net loss of $53.4 million in 1998. After adjustment for
non-cash activities and the change in certain balance sheet accounts, the
Company used $18.3 million in its operating activities. The primary factors
affecting this difference between the net loss and cash used in operating
activities were :
1) a reduction in receivables of $30.5 million resulting from the
termination of the United Airlines code-sharing relationship.
2) a $40.4 million provision and $5.7 million write-off of deferred
credits also as a result of the termination of the United Airlines
code-sharing agreement. These two items had a net positive effect on
cash of $34.7 million.
3) the non-cash items of depreciation and amortization accounted for
$25.7 million of the difference between the net loss and the net cash
flow.
4) the reduction in other accrued liabilities resulted in a reduction in
cash of $44.3 million, which included $31.0 million in payments on
excess aircraft.
5) other differences identified in the Consolidated Statements of Cash
Flows result primarily from the operation of business in the normal
course.
Mesa had cash flows from investing activities of $19 million, which included
$17.6 million from the sale of equipment. However, these proceeds were used
primarily to reduce the associated long-term debt resulting in a reduction in
cash under financing activities. In addition, the Company generated $11.1
million from the sale of marketable securities but used $8.1 million for the
acquisition of equipment and other capital assets.
Under financing activities, the Company had cash from long-term debt of $27
million, however this was primarily replacement financing and all but
approximately $5.3 million was used for payments on long term debt. The balance
of the long term debt reduction of approximately $11 million resulted from
scheduled debt payments during the year. Mesa's cash, cash equivalents and
marketable securities are intended to be used for working capital, capital
expenditures and acquisitions. Management believes that the Company's existing
cash and cash equivalents and currently anticipated cash flows from operations
will provide the Company with adequate capital resources to fund the Company's
currently anticipated operating requirements for the foreseeable
future.
Mesa had receivables of approximately $22.8 million at September 30, 1998, which
consist primarily of amounts due from code-sharing partner US Airways. Under the
terms of the US Airways agreement, Mesa receives a substantial portion of its
revenues through the Airline Clearing House. Historically, Mesa has generated
adequate cash flow to meet its operating needs. However, termination of the
United Express code-sharing agreement has left Mesa with excess aircraft which
will need to be re-deployed on other routes, or alternatively, sold or returned
to their lessors. At September 30, 1998, Mesa had 13 excess Beech 1900D
aircraft, of which two were sold subsequent to September 30, 1998. At September
30, 1998, Mesa had seven Embraer Brasilia aircraft which will
15
<PAGE> 16
all be traded in on new CRJ aircraft. The manufacturer intends to reimburse Mesa
for the lease cost until the aircraft are sold or leased elsewhere. By December
1998, three of the Embraer Brasilia aircraft had been traded in on CRJ aircraft.
Management's belief that Mesa will have adequate cash flow to meet its operating
needs is a forward-looking statement Actual cash flow could materially differ
from the forward-looking statement in the event of the termination of one or
more code-sharing agreements; failure to sell, dispose of, or re-deploy excess
aircraft in a timely manner; a substantial decrease in the number of routes
allocated to MAI under its code-sharing agreement with US Airways; termination
of one or more of Mesa's credit facilities resulting in the need to repay
unanticipated debt; reduced levels of passenger revenue, additional taxes or
costs of compliance with governmental regulations, fuel cost increases, increase
in competition, increase in interest rates, general economic conditions and
unfavorable settlement of existing or potential litigation. Mesa has minimal
market risk with respect to market risk instruments such as foreign currency
exchange risk and commodity price risk. Mesa is subject to interest rate risk
with respect to current and future aircraft financings.
On March 1, 1998, Mesa's $20 million secured line of credit expired by its terms
and the bank declined to renew it. Mesa has $2.4 million in restricted cash to
secure letters of credit for various airports under this line of credit at
September 30, 1998.
Mesa has significant lease obligations and debt payments on existing aircraft.
At September 30, 1998, Mesa had 86 aircraft with debt balances with maturities
through December 2011. During 1996, Raytheon Aircraft Credit Corporation
("RACC") provided financing on 69 Beech 1900D aircraft. In April 1998, Mesa
reached an agreement with RACC, to defer the monthly principle and interest
payments due on the aircraft for the months of May, June and July. The payments
were deferred by extending the financing terms for an additional three months.
In addition, RACC agreed to finance two Beech 1900 aircraft owned by Mesa for an
amount equal to the monthly payments due on 69 Beech 1900D aircraft for the
months of August, September and October 1998. Mesa then used the proceeds of the
financing for those monthly payments. The two aircraft were financed by RACC
with non-recourse, non-interest bearing loans and are in the process of being
sold. In September 1998, RACC refinanced from another lender an additional 11
Beech 1900D aircraft. The total financing by RACC is secured by the aircraft and
totals $260 million at September 30, 1998 with monthly payments of $2.1 million.
In November 1998, RACC refinanced from another lender three more Beech 1900D
aircraft.
In August 1998 Mesa reached an Agreement with RACC whereby RACC agreed to
purchase excess Beech 1900 aircraft parts from Mesa. As a result of disputes
between Mesa and RACC regarding the applicability and value of certain aircraft
parts under the Agreement, Mesa withheld its monthly payment on 83 Beech 1900
aircraft to RACC for the months of October and November 1998. In an Agreement
dated January 7, 1999, Mesa and RACC resolved the issues regarding these parts
and RACC accepted them in lieu of payment for the months of October and November
1998. To the extent that any Event of Default, as defined in the Loans, may have
occurred for the months of October and November 1998, they have been deemed
fully cured pursuant to the terms of the Agreement with RACC.
Future lease payments due under all aircraft operating leases were approximately
$535 million at September 30, 1998. In addition, Mesa has significant lease
obligations on other operating and non-operating aircraft. These leases are
classified as operating leases and therefore are not reflected as liabilities in
the accompanying consolidated balance sheet. At September 30,1998, 45 aircraft
were leased by Mesa with terms extending through June 2016. Total lease expense
for the twelve months ended September 30, 1998 was $29.1 million.
Mesa has ordered 32 CRJ aircraft for use in its America West Express operation
in Phoenix, Arizona and Columbus, Ohio, and for its USAirways Express operations
on the East Coast. As of December 18, 1998, Mesa had received 20 of the 32 CRJ
aircraft on order and expects to take delivery of the remaining 12 by the end of
1999. Mesa has Rolling Options for an additional 16 CRJ aircraft with a delivery
schedule of one per month beginning June 2000. The value of these additional 16
CRJ aircraft, at listed prices, is approximately $320 million. The expected
delivery schedule of aircraft is a forward-looking statement, which could
significantly differ based on manufacturer's delivery delays, among factors.
Permanent financing has been completed on 11 of these aircraft for which Mesa
has entered into operating leases. The manufacturer, Bombardier Regional
Aircraft Division, is providing interim financing and has agreed to provide back
up financing at agreed upon rates if Mesa is not successful in obtaining
permanent financing. The rate, but not the commitment, is subject to there being
no material adverse change in Mesa's creditworthiness. Mesa anticipates
finalizing operating leases upon the completion of permanent financing for the
additional nine aircraft delivered through December 1998 and for the remaining
12 aircraft to be delivered in 1999. Historically, Mesa has used various third
party leasing to finance these aircraft. Mesa intends to continue using similar
financing for additional aircraft to be acquired. To the extent such financing
may not be available, Bombardier has committed to provide financing.
At September 30, 1998, the average age of Mesa's aircraft fleet deployed in
revenue service was:
- - Four years for the Beech 1900D fleet
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<PAGE> 17
- - Two years for the Dash 8 fleet
- - One year for the Canadair Regional Jet fleet
Due to the young age of Mesa's fleet, Mesa does not anticipate replacing any of
its aircraft with newer aircraft of the same model type.
Approximately $1.0 million was incurred as a one-time expense in the fourth
quarter of fiscal 1997 related to the two Fokker 70 aircraft returned by Mesa to
Daimler-Benz.
Mesa currently has offers for its various real properties located in Farmington,
New Mexico. The Administration Building was sold in December 1998 and Mesa
anticipates closing on the Revenue Accounting and Operations buildings in early
1999. Mesa expects to receive in excess of $5.5 million from these sales. Mesa
is also currently reviewing offers to buy Desert Turbine Services ( a division
of Mesa Airlines, Inc.) and Four Corners Aviation.
WestAir ceased operations on May 31, 1998 as a result of the termination of its
United Express code-share agreement. In November 1998, Mesa settled all claims
with the aircraft and equipment lessors of WestAir for approximately $15
million. WestAir contributed approximately $11.2 million of the settlement and
Mesa approximately $3.8 million. Mesa anticipates recovering $2 million from
WestAir's receivables and deposits in the future. WestAir had operated 43 leased
aircraft pursuant to the Partnership Agreement and upon cessation of United
Express service had considerable liabilities for the remaining terms of the
leases. Mesa worked closely with all lessors to develop and implement a plan
that was acceptable to both Mesa and the various lessors.
Mesa has negotiated 10-year engine maintenance contracts with General Electric
Aircraft Engines ("GE") for the CRJ and with Pratt and Whitney, Canada Aircraft
Services ("PWC") for the Dash 8-200 aircraft. The GE engine maintenance contract
provides coverage for the engines on the first 16 CRJ aircraft to be delivered.
Mesa is presently negotiating with GE to add the CRJ aircraft engines for 16
additional CRJ aircraft to this maintenance contract. The PWC contract provides
coverage for all Dash 8-200 aircraft engines operated by Mesa. Both contracts
provide for payment at the time of the repair event and a fixed dollar amount
per flight hour, subject to escalation based on changes in the CPI, for the
number of flight hours incurred since the previous event.
In connection with the $110 million loss provision recorded of which $72.1
million was for the fiscal year ended September 30, 1997 and $37.9 million was
for the year ended September 30, 1998, Mesa incurred $29.6 million in cash
expenditures in fiscal 1998 primarily for disposition of surplus aircraft
severance and other expenditures. Mesa estimates that the cash expenditures for
fiscal year 1999 attributable to the remaining costs related to the termination
of the United Express code-share agreements and the shut down of the Denver and
Fort Worth operations are approximately $6.9 million primarily related to
aircraft interest and severance costs. At September 30, 1998, Mesa had applied
$76.0 million to this provision, leaving a balance of $34 million for remaining
disposition costs. Mesa estimates that the remaining provision will be adequate
for the remaining disposition expenses. Mesa's estimation that the remaining
provision will be adequate for the remaining disposition expenses is a
forward-looking statement.
YEAR 2000 ISSUES
Many currently installed computer systems and software products are coded to
accept two digits entries in the date code field. These date code fields will
need to accept four digit entries to distinguish 21st century dates from 20th
century dates. Any programs that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
the computer shutting down or performing incorrect computations. As a result, in
less than eleven months, computer systems and software used by many companies
will need to be upgraded to comply with such "Year 2000" requirements. Certain
of Mesa's systems, including information and computer systems and automated
equipment, will be affected by the Year 2000 issue.
Mesa has begun to compile a comprehensive inventory of its core business
applications to determine the adequacy of these systems to meet future business
requirements. To date, Mesa's Year 2000 remediation efforts have focused on its
core business computer applications (i.e., those systems that Mesa is dependent
upon for the conduct of day-to-day business operations). Year 2000 readiness is
only one of many factors considered in this assessment. Out of this effort, a
number of systems have already been identified for upgrade or replacement. In no
case has a system been replaced or contemplated to be replaced solely because of
Year 2000 issues, although in some cases the timing of system replacements is
being accelerated. Thus, Mesa does not believe the costs of these system
replacements are specifically Year 2000 related. Additionally, while Mesa may
have incurred an opportunity cost for addressing the Year 2000 issue, it does
not believe that any specific information technology projects have been deferred
as a result of its Year 2000 efforts.
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<PAGE> 18
Mesa's reservation systems are tied to its code-sharing partners, US Airways and
America West. Mesa representatives have met with the reservation system
providers and are engaged in on-going dialogue regarding their year 2000
progress. Mesa has installed an upgraded version of its current accounting
system which is represented by the vendor to be compliant but has not yet been
tested. A new flight operations software package which will handle crew
scheduling and dispatch is currently being installed to replace an in-house
system and is expected to be compliant after implementation of a vendor supplied
upgrade. Mesa has had extensive discussions with the manufacturers of its
various aircraft to discuss year 2000 issues and identify the required avionics
and flight systems upgrades which will be implemented during 1999. The aircraft
manufacturers are also required to report the Year 2000 status of their aircraft
to the FAA. Mesa currently has two employees devoted full-time to Year 2000
issues - one in Information Technology and one in the Maintenance department.
Projects are currently underway to evaluate the remaining systems (including
tracking of maintenance parts, revenue accounting and payroll) and replace them
if needed, with implementations and testing scheduled for the remainder of
calendar year 1999. As with systems that have already been replaced, Mesa does
not believe the costs of these replacements are specifically Year 2000 related.
Mesa has upgraded or replaced much of its personal computers and related
systems. These replacements were not specifically related to Year 2000 but were
part of a larger system upgrade. Mesa has spent approximately $1 million on
these upgrades thus far, and anticipates another $.5 million in expenditures to
complete its system upgrade. Mesa expects to incur costs to replace or repair
some of its systems, but it has not at this time determined the amount of these
costs.
Mesa is currently assessing other potential Year 2000 issues, including
non-information technology systems. A broad-based Year 2000 Task Force is being
formed and will began meeting to identify areas of concern and develop action
plans. Mesa has also been meeting with similar task forces at America West, US
Airways, and SABRE. Also as part of the Task Force effort, the Company's
relationships with vendors, contractors, financial institutions and other third
parties will be examined to determine the status of the Year 2000 issue efforts
on the part of the other parties to material relationships. The Year 2000 Task
Force will include both internal and Company-external representation.
Mesa expects to incur Year 2000-specific costs in the future but does not at
present anticipate that these costs will be material. Mesa believes that the
most reasonably likely worst-case scenario for the Year 2000 issue would be that
Mesa or the third parties with whom it has relationships would cease or not
successfully complete their Year 2000 remediation efforts. If this were to
occur, Mesa would encounter disruptions to its business that could have a
material adverse effect on its business, financial position, and results of
operations. Mesa could be materially impacted by widespread economic or
financial market disruption or by Year 2000 computer system failures. Mesa Air
is in the process of assessing the state of readiness of its business partners.
If some of its business partners are not compliant and have wide-spread system
failures, it could adversely affect Mesa Air's business resulting in the loss
of revenue due to flight cancellations and incremental expenses to address such
problems.
The failure of Mesa Air's code-sharing partners to fully upgrade their
reservations systems and the failure of SABRE to fully upgrade its system could
result in the inability of Mesa Air to collect revenue for passengers who have
flown on Mesa Air, and, as a result, could materially adversely affect Mesa
Air's cash flow.
Mesa has not at this time established a formal Year 2000 contingency plan but
will consider and, if necessary, address doing so as part of its Year 2000 Task
Force activities. Mesa maintains and deploys contingency plans designed to
address various other potential business interruptions. These plans may be
applicable to address the interruption of support provided by third parties
resulting from their failure to be Year 2000 ready. All of Mesa Air's critical
systems have manual back-up procedures that already exist, with the exception
of the avionics systems in Mesa Air's aircraft.
Mesa Air has relationships with certain governmental entities such as the FAA
upon which it is dependent to operate its aircraft. The FAA has represented on
its web page that its systems are Year 2000 compliant. If, however, systems at
the FAA fail, Mesa Air's aircraft will not be able to operate, or will operate
at a substantially reduced level. If this were to occur, Mesa Air approximates
that it would lose substantially all the revenue associated with these
non-operated flights.
There has been some discussion in the media about the difficulty that could be
associated with air travel as the Year 2000 begins. Mesa Air has only recently
begun taking reservations for travel in early 2000. As of March 1, 1999, there
has been no appreciable decrease in the level of advanced bookings for January
1, 2000. Mesa Air anticipates that the effect on bookings for this date will be
further mitigated by the fact that the number of passengers traveling on
January 1 is traditionally very low, and that in the Year 2000 such date falls
on a Saturday, which is also traditionally not a day for significant amounts of
travel.
For each day that Mesa is unable to operate flights as a result of Year 2000
failures, Mesa anticipates a loss of revenue of approximately $1 million and
net loss of approximately $500,000 per day.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") has issued several new
pronouncements that are not yet adopted by Mesa.
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," to establish standards for
reporting and display of comprehensive income (all changes in equity during a
period except those resulting from investments by and distributions to owners)
and its components in financial statements. This new standard, which will be
effective for Mesa for the fiscal year ended September 30, 1999, is not
currently expected to have a material impact on Mesa's consolidated financial
statements based on the current financial structure and operations of Mesa.
In June 1997 the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," to establish standards for reporting
information about operating segments in annual financial statements, selected
information about operating segments in interim financial reports and
disclosures about products and services, geographic areas and major customers.
This new standard, which will be effective for Mesa for the fiscal year ending
September 30, 1999, will require Mesa to report financial information on the
basis that is used internally for evaluating segment performance and deciding
how to allocate resources to segments, which is currently anticipated to result
in more detailed information in the notes to Mesa's consolidated financial
statements than is currently required and provided.
FORWARD-LOOKING STATEMENTS
This Form 10-K contains certain statements including, but not limited to,
information regarding the replacement, deployment, and acquisition of certain
numbers and types of aircraft, and projected expenses associated therewith;
costs of compliance with FAA regulations and other rules and acts of Congress;
the passing of taxes, fuel costs, inflation, and various expenses to the
consumer; the
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<PAGE> 19
relocation of certain operations of Mesa; the resolution of litigation in a
favorable manner; compliance with Year 2000 issues, and certain projected
financial obligations. These statements, in addition to statements made in
conjunction with the words "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate," and similar expressions, are forward-looking statements
which we believe are within the meaning of the Safe harbor provision of Section
27A of the Securities Act of 1933 as amended and Section 21E of the Securities
Exchange Act of 1934 as amended. These statements relate to future events or the
future financial performance of Mesa and only reflect Management's expectations
and estimates. The following is a list of factors, among others, that could
cause actual results to differ materially from the forward-looking statements
changing business conditions in certain market segments and industries; an
increase in competition along the routes Mesa operates or plans to operate;
material delays in completion by the manufacturer of the ordered and yet-to-be
delivered aircraft; changes in general economic conditions; changes in fuel
price; changes in regional economic conditions; Mesa's relationship with
employees and the terms of future collective bargaining agreements; and the
impact of current and future laws, Congressional investigations, and
governmental regulations affecting the airline industry and Mesa's operations;
bureaucratic delays; amendments to existing legislation; consumers unwilling to
incur greater costs for flights; unfavorable resolution of negotiations with
municipalities for the leasing of facilities; and risks associated with
litigation outcomes. One or more of these or other factors may cause Mesa's
actual results to differ materially from any forward-looking statement. Mesa is
not undertaking any obligation to update any forward-looking statements
contained in this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1. Consolidated Financial Statements
Page 20 - Independent Auditors' Report
Page 21- Consolidated Statements of Operations - Years ended
September 30, 1998, 1997, and 1996
Page 22 - Consolidated Balance Sheets - September 30, 1998 and 1997
Page 23 - Consolidated Statements of Cash Flows - Years ended
September 30, 1998, 1997, and 1996
Page 24 - Consolidated Statements of Stockholders' Equity - Years
ended September 30, 1998, 1997, and 1996
Page 25 - Notes to Consolidated Financial Statements
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted because
they are not applicable, not required or the information has been furnished
elsewhere.
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<PAGE> 20
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
MESA AIR GROUP, INC.:
We have audited the accompanying consolidated balance sheets of Mesa Air Group,
Inc. and subsidiaries as of September 30, 1998 and 1997, and the related
consolidated statements of operations, cash flows, and stockholders' equity for
each of the years in the three-year period ended September 30, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mesa Air Group, Inc.
and subsidiaries as of September 30, 1998, and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended September 30, 1998, in conformity with generally accepted accounting
principles.
KPMG LLP
Phoenix, Arizona
January 7, 1999
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<PAGE> 21
PART 1. FINANCIAL INFORMATION
Item 1.
MESA AIR GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended September 30,
1998 1997 1996
<S> <C> <C> <C>
Operating revenues:
Passenger $ 412,526 $ 500,822 $ 489,432
Freight and other 11,015 10,155 10,931
--------- --------- ---------
Total operating revenues 423,541 510,977 500,363
Operating expenses:
Flight Operations 167,630 181,696 166,151
Maintenance 81,847 93,278 81,400
Aircraft and traffic servicing 68,125 85,755 73,469
Promotion and sales 57,767 75,448 74,844
General and administrative 26,768 26,453 29,186
Depreciation and amortization 25,749 34,859 24,296
Other operating Items (note 15) 40,443 67,884 3,023
--------- --------- ---------
Total operating expenses 468,329 565,463 452,369
--------- --------- ---------
Operating income (loss) (44,788) (54,486) 47,994
Non-operating income (expense):
Interest expense (22,508) (27,776) (12,177)
Interest income 802 1,837 2,274
Other 5,298 1,250 12,028
--------- --------- ---------
Total non-operating income (expense) (16,408) (24,689) 1,525
--------- --------- ---------
Earnings (loss) before income taxes (61,196) (79,175) 49,519
Income tax expense (benefit) (note 5) (7,762) (30,578) 19,112
--------- --------- ---------
Net earnings (loss) $ (53,434) $ (48,597) $ 30,407
========= ========= =========
Average common shares outstanding: Basic 28,328 28,275 29,988
Average common shares outstanding: Diluted 28,328 28,275 30,449
Net earnings (loss) per share: Basic $ (1.89) $ (1.72) $ 1.01
Net earnings (loss) per share: Diluted $ (1.89) $ (1.72) $ 1.00
</TABLE>
See accompanying notes to consolidated financial statements.
21
<PAGE> 22
MESA AIR GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30,
1998 1997
------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 35,622 $ 57,232
Marketable securities (note 2) -- 8,690
Receivables, primarily traffic 22,807 53,852
Income tax refund receivable (note 5) 9,057 6,999
Expendable parts and supplies, less allowance for obsolescence of $1,952 29,774 31,377
and $2,631
Prepaid expenses and other current assets 4,897 8,553
-------- --------
Total current assets 102,157 166,703
Property and equipment, net (notes 3 and 4) 331,974 440,890
Lease and equipment deposits (notes 8) 11,515 10,354
Intangibles, less amortization of $6,625 and $5,200 20,646 22,071
Other assets 4,660 9,848
-------- --------
Total assets $470,952 $649,866
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital leases (note 4) $ 33,945 $ 31,786
Accounts payable 12,243 21,884
Air traffic liability 4,758 6,785
Accrued compensation 3,834 7,024
Other accrued expenses 44,006 30,662
-------- --------
Total current liabilities 98,786 98,142
Long-term debt and capital leases, excluding current portion 234,475 338,199
Deferred credit and other liabilities 16,592 34,837
Deferred income taxes -- 1,600
Stockholders' equity (note 6)
Preferred stock of no par value, 2,000,000 shares -- --
authorized; no shares issued and outstanding
Common stock of no par value, 75,000,000 shares authorized; 101,847 101,361
28,363,915 and 28,294,584 shares issued and outstanding
Retained earnings 19,252 72,686
Unrealized gain on marketable securities, net of deferred income taxes -- 3,041
of $1,754 (note 2)
-------- --------
Total stockholders' equity 121,099 177,088
-------- --------
Commitments, contingencies, and subsequent events (notes 4,7,8,9,11 and 15)
Total liabilities and stockholders' equity $470,952 $649,866
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE> 23
MESA AIR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Year Ended September 30,
1998 1997 1996
----------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings (loss) $(53,434) $(48,597) $ 30,407
Adjustments to reconcile net earnings (loss) to
Net cash flows from operating activities:
Depreciation and amortization 25,749 34,859 24296
Provision for code share agreements and other operating items 40,443 72,100 10,000
Deferred income taxes (1,600) (20,439) 10,473
(Gain) loss on disposal of property and equipment -- -- 689
(Gain) loss on sale of securities (4,544) -- (22,008)
Amortization and write-off of deferred credits (5,721) (1,745) (3,271)
Stock bonus plan -- 349 970
Provision for doubtful accounts 1,036 -- --
Changes in assets and liabilities:
Receivables 30,533 (12,747) 3,706
Income tax refund receivable (2,058) (6,999) --
Expendable parts and supplies 1,603 (4,421) (2,274)
Prepaid expenses and other current assets 3,656 (2,159) 529
Accounts payable (9,641) 8,073 (4,361)
Other accrued liabilities (44,288) (7,306) (6,109)
-------- -------- --------
NET CASH FLOWS FROM OPERATING ACTIVITES: (18,266) 10,968 43,047
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (8,062) (4,562) (20,263)
Proceeds from sale of property and equipment 17,624 1,874 1,616
Proceeds from sale of marketable securities 11,102 1,000 40,861
Other assets (481) 9,539 (354)
Lease and equipment deposits (1,161) (339) 699
-------- -------- --------
NET CASH FLOWS FROM INVESTING ACTIVITIES: 19,022 7,512 22,559
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long term debt 27,000 -- --
Principal payments on long-term debt and obligations
under capital leases (50,272) (17,114) (12,141)
Proceeds from issuance of common stock 442 123 1,510
Common stock repurchase and retirement -- -- (53,930)
Proceeds from deferred credits -- 1,023 --
-------- -------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES: (22,366) (15,968) (64,561)
-------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS: (21,610) 2,512 1,045
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 57,232 54,720 53,675
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,622 $ 57,232 $ 54,720
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
23
<PAGE> 24
MESA AIR GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except number of shares)
<TABLE>
<CAPTION>
Available
Years ended September 30, 1998, 1997, and 1996 Number of Common Retained for sale
shares stock earnings Securities Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1995 33,463,742 $ 151,957 $ 90,876 $ 13,050 $ 255,883
Exercise of options (note 6) 191,759 1,510 -- -- 1,510
Stock bonus plan (note 7) 94,281 970 -- -- 970
Common stock repurchase (5,506,400) (53,930) -- -- (53,930)
Tax benefits from sale of optioned stock -- 369 -- -- 369
Change in unrealized gains, net of tax (note 2) -- -- -- (10,543) (10,543)
Net earnings -- -- 30,407 -- 30,407
---------- -------- -------- ------- --------
Balance at September 1996 28,243,382 100,876 121,283 2,507 224,666
Exercise of options (note 6) 16,333 123 -- -- 123
Stock bonus plan (note 7) 34,869 349 -- -- 349
Tax benefits from sale of optioned stock -- 13 -- -- 13
Change in unrealized gains, net of tax (note 2) -- -- -- 534 534
Net loss -- -- (48,597) -- (48,597)
---------- -------- -------- ------- --------
Balance at September 30, 1997 28,294,584 101,361 72,686 3,041 177,088
Exercise of options (note 6) 69,331 442 -- -- 442
Tax benefit from sale of optioned stock -- 44 -- -- 44
Change in unrealized gains, net of tax (note 2) -- -- -- (3,041) (3,041)
Net loss -- -- (53,434) -- (53,434)
---------- -------- -------- ------- --------
Balance at September 30, 1998 28,363,915 $101,847 $ 19,252 -- $121,099
========== ======== ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE> 25
MESA AIR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended September 30, 1998, 1997 and 1996
1. Summary of Significant Accounting Policies
a. Principles of Consolidation and Organization
Mesa Air Group, Inc. and its subsidiaries ("Mesa") is a group of regional
airlines providing service in various regions across the United States,
plus the District of Columbia, as well as Toronto, Canada and Guaymas and
Hermosillo, Mexico. Mesa operates as America West Express in the
Southwest, USAirways Express throughout the East Coast and Midwest, and
independently as Mesa Airlines in New Mexico and Colorado utilizing 96
turboprop aircraft and 16 jet aircraft.
Mesa is a Nevada corporation which owns Mesa Airlines, Inc. ("MAI"), a
Nevada corporation and certificated air carrier; WestAir Holdings, Inc.,
a California corporation and owner of certificated air carrier WestAir
Commuter Airlines, Inc. which ceased operations in 1998; Air Midwest,
Inc., a Kansas corporation and certificated air carrier. Mesa's
non-airline subsidiaries are MPD, Inc., a Nevada corporation d.b.a. Mesa
Pilot Development, Mesa's pilot training program; FCA, Inc., a Nevada
corporation, d.b.a. Four Corners Aviation; Mesa Leasing, Inc. a Nevada
corporation established to facilitate Mesa's acquisition and leasing of
aircraft; and MAGI Insurance, Ltd. a Barbados, West Indies based
insurance company. The consolidated financial statements include the
accounts of Mesa and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation.
Mesa currently operates as America West Express under a code-sharing
agreement which expires in 2004 with America West, utilizing Phoenix,
Arizona and Columbus, Ohio as hubs.
Mesa utilizes an Albuquerque hub as Mesa Airlines, serving the Southwest
and Rocky Mountain regions.
Mesa operates as USAirways Express under four code-sharing agreements
with US Airways, Inc. ("US Airways"). One agreement covers operations
utilizing a Kansas City hub and expires in 2000. Another US Airways
code-sharing agreement covers operations out of the Pittsburgh hub and
expires in 2003. The third agreement covers hubs in New Orleans, Tampa,
Orlando, Philadelphia and Boston and expires in 2004. The fourth
agreement which provides for Canadair Regional Jet ("CRJ") 50-passenger
jet service on certain defined routes and expires in 2003.
MPD, Inc. provides flight training in coordination with a community
college. FCA, Inc. is a fixed-base operation in Farmington, New Mexico.
Regional Aircraft Services, Inc. and Desert Turbine Services provide
aircraft and engine maintenance service to Mesa. MAGI Insurance, Ltd. is
a captive insurance created to handle freight and baggage claims in
addition to a portion of Mesa's aviation insurance.
b. Cash and Cash Equivalents
For purposes of the statements of cash flows, Mesa considers all highly
liquid debt instruments with original maturities of three months or less
to be cash equivalents. At September 30, 1998, the Company had $2.4
million of cash restricted as collateral for letters of credit.
c. Marketable Securities
All marketable securities are considered to be available for sale. Any
unrealized holding gains or losses on available-for-sale securities have
been recorded net of deferred taxes through stockholders' equity.
Premiums and discounts on debt securities are amortized over the term to
maturity using the interest method.
d. Receivables
Mesa provides commercial air transportation into most regions of the
United States. The majority of the passenger tickets collected by Mesa at
the time of travel are sold by other air carriers largely as a result of
the code-sharing agreements discussed above. As a result, Mesa has a
significant concentration of its accounts receivable with other air
carriers and does not have any collateral securing such accounts
receivable. At September 30, 1998 and 1997, accounts receivable from air
carriers totaled approximately
25
<PAGE> 26
$15.1 million and $41.7 million, respectively. Accounts receivable credit
losses have not been significant and have been within management's
expectations.
e. Expendable Parts and Supplies
Expendable parts and supplies are stated at the lower of average cost or
market, less an allowance for obsolescence. Expendable parts and supplies
are charged to expense as they are used.
f. Property and Equipment
Property and equipment are recorded at cost and depreciated to estimated
residual values. Depreciation of property and equipment is provided on a
straight-line basis over estimated useful lives as follows:
Buildings 30 years
Flight equipment 7-20 years
Leasehold improvements Life or term of lease,
whichever is less
Equipment 5-12 years
Furniture and fixtures 3-5 years
Vehicles 5 years
Assets utilized under capital leases are amortized over the lesser of the
lease term or the estimated useful life of the asset using the
straight-line method. Amortization of capital leases is included in
depreciation expense.
g. Intangibles
Mesa evaluates the recoverability of its intangible assets by measuring
the carrying amount of the assets against the estimated undiscounted
future cash flows associated with them. At the time such evaluations
indicate that the future undiscounted cash flows are not sufficient to
recover the carrying value of such assets, the assets are adjusted to
their fair values.
In July 1991, Mesa acquired Air Midwest, Inc. This acquisition resulted
in purchased intangible goodwill of approximately $10.2 million, which is
being amortized over a 40-year period. Subsequently the intangibles were
reduced by approximately $4.7 million for the recognition of the tax
effects of net operating loss and investment tax credit carryovers
acquired in the Air Midwest purchase.
In 1994, Mesa entered into Asset Purchase Agreements related to its
operations as USAirways. Intangible assets acquired of $21.8 million are
being amortized over a 20-year period.
In connection with the discontinuance of United Express operations (Notes
11 and 15), the related intangibles were determined to be impaired at
September 30, 1997 and a provision has been made for the carrying value
of $26.3 million.
h. Income Taxes
Income taxes are accounted for under the asset and liability method
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in future years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Mesa
and its subsidiaries file a consolidated federal income tax return.
i. Deferred Credits
Deferred lease incentives consist of credits for parts or services and
deferred gains from the sale and leaseback of aircraft. Deferred credits
are amortized on a straight-line basis as a reduction of lease expense
over the term of the respective leases.
j. Revenues
26
<PAGE> 27
Passenger, freight and other revenues are recognized as earned when the
service is provided. Mesa receives public service revenues for providing
scheduled air service to certain small communities. These revenues are
recognized as earned in the period to which the payments relate. The
amount of such payments is determined by the Department of Transportation
on the basis of its evaluation of the amount of revenue needed to meet
operating expenses and to provide a reasonable return on investment with
respect to eligible routes.
k. Maintenance
Maintenance and repairs, including major engine overhauls, are charged to
operating expenses as incurred. Engine overhaul costs for the Dash 8 and
CRJ engines are subject to power by the hour contracts with external
vendors and considered incurred as the aircraft are flown.
l. Earnings (Loss) Per Share
On October 1, 1997, the Company adopted Statement of Financial Accounting
Standards ("SFAS") no. 128, "Earnings Per Share", which standardizes the
reporting for earnings (loss) per share ("EPS") into basic EPS and
diluted EPS, and has restated all prior period EPS data to conform to
SFAS No. 128.
The number of shares used in the per share computation are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Basic:
Weighted average shares outstanding
during the year 28,328 28,275 29,988
====== ====== ======
Diluted:
Weighted average shares outstanding
during the year 28,328 28,275 29,988
Common stock equivalent shares -
assumed exercise of options -- -- 461
------ ------ ------
28,328 28,275 30,449
====== ====== ======
</TABLE>
m. Stock Options
Prior to October 1, 1996, Mesa accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price. On October 1, 1996, Mesa adopted Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," which permits entities to recognize as expense
over the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to
continue to apply the provisions of APB Opinion No. 25 and provide pro
forma net earnings and pro forma earnings per share disclosures for
employee stock option grants made in fiscal 1996 and future years as if
the fair-value-based method defined in SFAS No. 123 had been applied.
Mesa has elected to continue to apply the provisions of APB Opinion No.
25 and provide pro forma disclosure provision of SFAS No. 123. (See note
6, "Stockholders' Equity.")
n. Use of Estimates
Management of Mesa has made certain estimates and assumptions relating to
the reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
27
<PAGE> 28
o. New Accounting Standards
The Financial Accounting Standards Board ("FASB") has issued several new
pronouncements that are not yet adopted by Mesa.
In June 1997 the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," to establish standards for reporting and display of
comprehensive income (all changes in equity during a period except those
resulting from investments by and distributions to owners) and its
components in financial statements. This new standard, which will be
effective for Mesa for the fiscal year ended September 30, 1999, is not
currently anticipated to have a significant impact on Mesa's consolidated
financial statements based on the current financial structure and
operations of Mesa.
In June 1997 the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," to establish standards for
reporting information about operating segments in annual financial
statements, selected information about operating segments in interim
financial reports and disclosures about products and services, geographic
areas and major customers. This new standard, which will be effective for
Mesa for the fiscal year ending September 30, 1999, will require Mesa to
report financial information on the basis that is used internally for
evaluating segment performance and deciding how to allocate resources to
segments, which is currently anticipated to result in more detailed
information in the notes to Mesa's consolidated financial statements than
is currently required and provided.
2. Marketable Securities
Marketable securities available for sale are summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997
(IN THOUSANDS)
COST MARKET COST MARKET
BASIS VALUE
<S> <C> <C> <C> <C>
Equity securities -- $ -- $ -- $3,895 $8,690
available for sale
</TABLE>
Mesa invested $18.7 million in America West in 1994 and received Class A shares
of common stock, Class B shares of common stock and warrants. In 1996, Mesa sold
a portion of its Class B common stock of America West, resulting in a realized
gain of $22 million. In January 1998, Mesa sold its remaining investment in
America West comprising Class A shares, Class B shares and warrants for Class B
shares. Mesa received cash of approximately $11.1 million and recognized
non-operating income of approximately $4.5million on the sale of these
securities.
28
<PAGE> 29
3. Property and Equipment
Property and equipment consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997
(IN THOUSANDS)
<S> <C> <C>
Flight equipment, substantially $ 386,300 $ 494,755
pledged
Other equipment 12,952 17,206
Construction in progress -- 221
Leasehold improvements 2,895 6,517
Furniture and fixtures 1,570 2,422
Buildings 10,091 9,098
Land 525 525
Vehicles 1,422 2,258
--------- ---------
415,755 533,002
Less accumulated depreciation (83,781) (92,112)
--------- ---------
Net property and equipment $ 331,974 $ 440,890
========= =========
</TABLE>
At September 30, 1998, Mesa had 13 surplus Beech 1900D aircraft with a net book
value of approximately $40 million included in property and equipment, which
were non-operating. Estimated losses to be realized upon the disposition of
these aircraft are included in the restructuring provision (note 15). As of
September 30, 1998 and 1997, Mesa had property and equipment consisting
primarily of aircraft parts held for sale with a fair value of approximately $.9
million and $5.0 million, respectively, included in Other Assets.
29
<PAGE> 30
4. Long-Term Debt and Capital Leases
Long-term debt and capital leases consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997
(IN THOUSANDS)
<S> <C> <C>
Notes payable to manufacturers: approximately $2.1 million
including interest due monthly through 2011. Notes provide
variable rates of interest ranging from 6.87% to 7.5% at
September 30, 1998. Secured by aircraft $ 236,639 $ 319,442
Notes payable to manufacturers principal and interest due 23,100 --
in September 1999. Notes provide fixed interest
at 7.5%. Secured by aircraft
Notes payable to banks: Approximately $93,500 due monthly plus
interest indexed to adjusted LIBOR rates (7.31% to 7.56% at
September 30, 1998) through 2006. Secured by aircraft 8,174 49,569
Capital leases; due in monthly installments through 1999; interest
indexed to prime rate. Secured by equipment 507 974
Total long-term debt and capital leases 268,420 369,985
--------- ---------
Less current portion (33,945) (31,786)
--------- ---------
Long-term debt and capital leases, excluding current portion $ 234,475 $ 338,199
========= =========
</TABLE>
Principal maturities of long-term debt and capital leases for each of the next
five years are as follows:
<TABLE>
<CAPTION>
Year ending September 30
(in thousands)
<S> <C>
1999 $ 33,945
2000 10,950
2001 11,630
2002 12,203
2003 12,841
Thereafter 186,852
</TABLE>
At September 30, 1998, Mesa had 86 aircraft with debt balances with maturities
through December 2011. During 1996, Raytheon Aircraft Credit Corporation
("RACC") provided financing on 69 Beech 1900D aircraft. In April 1998, Mesa
reached an agreement with RACC, to defer the monthly principle and interest
payments due on the aircraft for the months of May, June and July. The payments
were deferred by extending the financing terms for an additional three months In
addition, RACC agreed to finance two Beech 1900 aircraft owned by Mesa for an
amount equal to the monthly payments due on 69 Beech 1900D aircraft for the
months of August, September and October 1998. Mesa then used the proceeds of the
financing for those monthly payments. The two aircraft were financed by RACC
with non-recourse, non-interest bearing loans and are in the process of being
sold. In September 1998, RACC refinanced from another lender an additional 11
Beech 1900D aircraft. The total financing by RACC is secured by the aircraft and
totals $260 million at September 30, 1998 with monthly payments of $2.1 million
In November 1998, RACC refinanced from another lender three more Beech 1900D
aircraft.
In August 1998 Mesa reached an Agreement with RACC whereby RACC agreed to
purchase excess Beech 1900 aircraft parts from Mesa. As a result of disputes
between Mesa and RACC regarding the applicability and value of certain aircraft
parts under the
30
<PAGE> 31
Agreement, Mesa withheld its monthly payment on 83 Beech 1900 aircraft to RACC
for the months of October and November 1998. In an Agreement dated January 7,
1999, Mesa and RACC resolved the issues regarding these parts and RACC accepted
them in lieu of payment for the months of October and November, 1998. To the
extent that any Event of Default, as defined in the Loans, may have occurred for
the months of October and November 1998, they have been deemed fully cured
pursuant to the terms of the Agreement with RACC.
Mesa leases a flight simulator which has been recorded as a capital lease. This
simulator was sold subsequent to year end.
5. Income Taxes
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997 1996
CURRENT: (IN THOUSANDS)
<S> <C> <C> <C>
Federal $ (6,162) $(10,139) $ 7,912
State 727
---
(6,162) (10,139) 8,639
Deferred:
Federal (1,451) (16,054) 8,457
State (149) (4,385) 2,016
-------- -------- --------
(1,600) (20,439) 10,473
-------- -------- --------
$ (7,762) $(30,578) $ 19,112
======== ======== ========
</TABLE>
31
<PAGE> 32
The actual income tax expense (benefit) differs from the "expected" tax expense
(benefit) (computed by applying the U.S. federal corporate income tax rate of 35
percent in 1998, 1997 and 1996 to earnings (loss) before income taxes) as
follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Computed "expected" tax expense (benefit) $(21,419) $(27,711) $ 17,332
Increase (reduction) in income taxes resulting from:
Intangibles 98 98 98
Investment tax credits -- -- (29)
Tax exempt interest -- (1) (32)
State taxes, net of federal tax benefit (2,203) (2,850) 1,783
Increase in valuation allowance
14,500 -- --
Other 1,262 (114) (40)
-------- -------- --------
Total income tax expense (benefit) $ (7,762) $(30,578) $ 19,112
======== ======== ========
</TABLE>
32
<PAGE> 33
Elements of deferred income tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
DEFERRED TAX ASSETS: 1998 1997
(IN THOUSANDS)
<S> <C> <C>
Inventory, parts and equipment allowances $ 3,566 $ 2,485
Accrued expenses 500 904
Deferred credit -- 536
Other accrued liabilities 757 770
Provisions not deductible for tax 20,724 27,831
AMT credit carryover 2,099 12,922
Unrealized holding gain on marketable securities -- (1,754)
Benefit of net operating loss and tax credit 55,337 20,129
-------- --------
carry forwards
82,983 63,823
Valuation allowance (15,500) (1,000)
-------- --------
Net deferred tax assets 67,483 62,823
Deferred tax liabilities:
Depreciation and tax capital lease differences (67,483) (64,423)
-------- --------
Net deferred taxes $ -- $ (1,600)
======== ========
</TABLE>
Deferred tax assets include benefits estimated to be realized from the
utilization of minimum tax credit carryforwards of $2.1 million which do not
expire; from the utilization of investment tax credit carryforwards of $3.7
million which expire in 2000 through 2001; and net operating loss carryforwards
of $41.9 million and $87.1 million which expire during 2012 and 2018
respectively. The tax benefits from the investment tax credit and loss
carryforwards, which were obtained in the acquisition of Air Midwest, Inc., have
been recorded as a reduction of intangibles.
During 1998, the valuation allowance was increased by $14.5 million due to a
determination that the utilization of net operating loss and tax credit
carryforwards was not considered to be "more likely than not". Mesa's U.S.
federal income tax returns for the tax years ended September 30, 1993 and 1994
are being examined by the Internal Revenue Service (IRS). A final report of
proposed adjustments, including a tax assessment of approximately $1.9 million,
has been received from the IRS. Although the ultimate outcome of the examination
cannot be predicted with certainty, management is of the opinion that adequate
provision exists in the consolidated financial statements for the estimated
impact of the examination.
6. Stockholders' Equity
At September 30, 1998, Mesa has the following stock-based compensation
plans:
A. On June 2, 1992, Mesa adopted an employee stock option plan which
provides for the granting of options to purchase up to 2,250,000
shares of Company common stock at the fair market value on the date of
grant. Under this plan, 1,999,481 options have been granted. In 1996
shareholders voted to reduce the number of options available for
granting under the plan by 250,519. This eliminated all remaining
options available for granting under this plan.
33
<PAGE> 34
B. On December 1, 1995, Mesa adopted an additional employee stock option
plan under the new management incentive program (Omnibus Plan) which
provides for the granting of options to purchase up to 2,800,000
shares of Company common stock at the fair market value on the date of
grant. On July 24, 1998, an additional 1,250,000 options were approved
by the stockholders to be granted under this plan. Under the plan,
options to 2,399,797 shares are outstanding.
C. In March 1993, Mesa adopted a directors' stock option plan for outside
directors. This plan provides for the grant of options for up to
800,000 shares of Mesa's common stock at fair market value on the date
of grant. This is a formula-based plan under which options to 150,000
shares have been granted. In 1996 shareholders voted to reduce the
number of options available for granting under the plan by 590,000
There are 60,000 remaining shares reserved for options under this
plan.
D. On December 9, 1994, Mesa adopted an additional directors' stock
option plan for outside directors. This plan provides for the grant of
options for up to 50,000 shares of Mesa's common stock at fair market
value on the date of grant. This is a formula-based plan under which
options to 33,000 shares have been granted and are outstanding.
E. On June 1, 1998, Mesa adopted a Key Officer Stock Option Plan, which
provided for the granting of options to purchase up to 1,600,000
shares of Mesa common stock at the fair market value on the date of
grant. Under this plan, 1,150,000 options have been granted.
At September 30, 1998, there were 2,051,541 shares of common stock available for
grant under these plans.
Transactions involving stock options under these plans are summarized as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE SHARES EXERCISE SHARES EXERCISE
FIXED OPTIONS (000) PRICE (000) PRICE (000) PRICE
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 3,365 $ 9.93 3,389 $ 10.30 1,625 $ 11.38
Granted 1,445 8.21 709 6.03 2,007 9.17
Exercised (69) 6.91 (16) 7.48 (195) 7.75
Canceled/Forfeited (345) 11.85 (717) 7.92 (48) 9.95
----- ----- -----
Outstanding at end
of year 4,396 $ 9.26 3,365 $ 9.93 3,389 $ 10.30
===== ===== =====
</TABLE>
At September 30, 1998, the range of exercise prices was $4.88 - $17.25 and
weighted-average contractual life of all options was 9.2 years. The number of
options exercisable at September 30, 1998 was 2,779,633, and the
weighted-average exercise price of these options was $10.04.
The per share weighted-average fair value of stock options granted during, 1997,
and 1996 was $4.24, $3.24, and $4.97, respectively, on the date grant using the
Black-Scholes option pricing model with the following - average assumptions:
expected dividend yield 0.0%, risk-free interest rate of 4.5% in 1998 and 5.9%
in 1997 and 1996, volatility of 54.2% and an expected life of 6 years.
Mesa applies APB Opinion No. 25 and related Interpretations in accounting for
its plans. Accordingly, no compensation cost has been recognized for its fixed
stock option plans. Had the compensation cost for Mesa's four stock-based
compensation plans been determined consistent with SFAS No. 123, Mesa's net
earnings (loss) and earnings (loss) per share would have been changed to the pro
forma amounts indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
--------- ---------- ----------
<S> <C> <C> <C>
Net earnings (loss) As reported $ (53,434) $ (48,597 $ 30,407
========= ========== ==========
Pro forma $ (56,721) $ (50,643) $ 27,422
========= ========== ==========
</TABLE>
34
<PAGE> 35
<TABLE>
<S> <C> <C> <C>
Earnings (loss)
per share: Basic As reported $ (1.89) $ (1.72) $ 1.01
========= ========== ==========
Pro forma $ (2.00) $ (1.80) $ 0.91
========= ========== ==========
Earnings (loss)
per share: Diluted As reported $ (1.89) $ (1.72) $ 1.00
========= ========== ==========
Pro forma $ (2.00) $ (1.80) $ 0.90
========= ========== ==========
</TABLE>
Pro forma net earnings (loss) does not reflect options granted prior to 1996.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected over the option vesting period and
compensation cost for options granted prior to October 1, 1995 is not
considered.
7. Benefit Plans
Mesa had sponsored two 401(k) plans, one for employees of WestAir Commuter
and another for employees of MAI, Air Midwest and the non-airline
operations, under which employees may contribute up to 15 percent of their
annual compensation, as defined. The WestAir plan was terminated in 1998.
Mesa currently makes matching contributions of 50 percent of employee
contributions up to 10 percent of employee compensation. These plans are
not available to certain union employees. Upon completing three years of
service, the employee is 20 percent vested in employer contributions and
the remainder of the employer contributions vest 20 percent per year.
Employees become fully vested in employer contributions after seven years
of employment. Mesa has the right to terminate the 401(k) plan at any time.
Contributions by Mesa to the above plans for the years ended September 30,
1998, 1997 and 1996 were $1,485,618, $1,679,802, and $1,286,746,
respectively.
A management incentive program (Omnibus Plan), approved in September 1995
and ratified by shareholders at the April 1996 annual meeting, has a cash
incentive provision that ties the corporate officers to an increase in the
earnings per share over the previous year, and the division/subsidiary
executives to a specified rate of return on revenue. The total incentive
expense under the Omnibus Plan for fiscal year 1997 and 1996 was
approximately $191,000, and $1.9 million respectively. This plan was
inactivated during 1998, and consequently, there was no expense under this
plan for fiscal year 1998.
On March 9, 1993, Mesa adopted an Employee Stock Bonus Plan which provides
for employees of Mesa to receive shares of Common Stock in lieu of
discretionary cash bonuses accrued each quarter. The custodian of the plan
is empowered to determine the times at which and the conditions under which
the plan, on behalf of participating employees, purchases shares of Common
Stock. All purchases of Common Stock by the custodian will be made at
prices approximating fair market value on the date of purchase, subject to
the limitation that only 1,000,000 shares may be purchased over the life of
the plan. The bonuses paid under the plan for the year ended September 30,
1997 and 1996 were $348,693, and $969,937, respectively. No bonuses were
paid under this program for fiscal year 1998. As of September 30, 1998, a
total of 405,501 shares have been issued pursuant to the plan. As of May 9,
1997 the Employee Stock Bonus Plan was discontinued and replaced with a
monthly completion bonus based on improvements in percentage of on-time
completed flights. This monthly completion bonus program was discontinued
in the second calendar quarter of 1998.
8. Lease Commitments
At September 30, 1998, Mesa leased 45 aircraft under non-cancelable
operating leases with remaining terms ranging up to 18.5 years. The
aircraft leases require Mesa to pay all taxes, maintenance, insurance and
other operating expenses. Mesa has the option to terminate certain of the
leases at various times throughout the lease. At September 30, 1998 five of
the CRJ aircraft are under interim financing agreements which are expected
to be replaced by operating leases and accordingly are included in the
minimum lease commitments below. Included as leased aircraft are seven
Embraer Brasilia aircraft which are to be traded in on CRJ's. The
manufacturer intends to reimburse Mesa for the lease cost until the
aircraft are sold or leased elsewhere.
Aggregate rental expense totaled $21.9 million (net of approximately $8
million in aircraft rental payments recorded against the United Express
code-share provision (note 15)), $43.6 million, and $59 million for the
years ended September 30, 1998, 1997 and 1996 respectively.
35
<PAGE> 36
Future minimum lease payments under noncancelable operating leases are as
follows:
<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30
(IN THOUSANDS)
<S> <C>
1999 $ 38,666
2000 37,217
2001 36,152
2002 35,815
2003 35,126
Thereafter 351,977
</TABLE>
9. Aircraft Acquisitions and Commitments
Mesa has ordered 32 CRJ aircraft for use in its America West Express
operation in Phoenix, Arizona and Columbus, Ohio, and for its USAirways
Express operations on the East Coast. As of December 18, 1998, Mesa had
received 20 of the 32 CRJ aircraft on order and expects to take delivery of
the remaining 12 by the end of 1999. Mesa has Rolling Options for an
additional 16 CRJ aircraft with a delivery schedule of one per month
beginning June 2000. The value of these 16 CRJ aircraft at listed prices is
approximately $320 million. The remaining seven Embraer Brasilia aircraft
will be traded in on new CRJ aircraft on a one-for-one basis.
Approximately $1.0 million was incurred as a one-time expense in the fourth
quarter of fiscal 1997 related to the return of two Fokker 70 aircraft to
Daimler-Benz.
On January 9, 1997, one of Mesa's wholly owned subsidiaries, FCA, Inc.,
entered into a distributorship agreement ("the Distributorship Agreement")
with Sino Swearingen Aircraft Company, L. P. ("SSAC"). The Distributor
Agreement grants FCA exclusive distribution rights in the states of
Colorado, Louisiana, New Mexico and Texas for sale of SSAC aircraft and
parts. The Distributorship Agreement also requires FCA to maintain a retail
sales area, hangar and maintenance facility, with appropriate staff, and an
adequate supply of spare parts at a general aviation airport strategically
located within FCA's distribution area. FCA has agreed to purchase eight
aircraft from SSAC with delivery dates beginning in the first quarter of
1999 and ending in the first quarter of 2001. The current purchase price of
each aircraft is approximately $4.2 million and is subject to change by
SSAC. FCA is required to make progress payments to SSAC on each aircraft as
follows: upon execution of the purchase agreement, $75,000; 365 days prior
to delivery date, $50,000; 180 days prior to delivery date, $150,000; at
delivery, approximately $3.9 million (based upon the current purchase
price) reduced by the distributors' profit. In total, FCA is presently
obligated to purchase approximately $33.5 million of SSCA aircraft at
current prices. FCA is also obligated to purchase an adequate supply of
parts to support aircraft sold in the distribution area. In February 1997,
FCA made progress payments of $600,000 to SSAC against its purchase order
for eight aircraft. SSAC has subsequently notified FCA that the delivery
schedule for the eight aircraft will be delayed until the fourth quarter of
calendar year 1999. The Distributorship Agreement is cancelable by mutual
agreement of the parties or unilaterally by SSAC. The Chief Executive
Officer of SSAC, Mr. Jack Braly, is a member of the Board of Directors of
Mesa.
Mesa has negotiated 10-year engine maintenance contracts with General
Electric Aircraft Engines ("GE") for the CRJ and with Pratt and Whitney,
Canada Aircraft Services ("PWC") for the Dash 8-200 aircraft. The GE engine
maintenance contract provides coverage for the engines on the CRJ aircraft.
The PWC contract provides coverage for all Dash 8-200 aircraft engines
operated by Mesa. Both contracts provide for payment at the time of the
repair event and a fixed dollar amount per flight hour, subject to
escalation based on changes in the CPI, for the number of flight hours
incurred since the previous event.
36
<PAGE> 37
10. Supplemental Disclosures of Cash Flow Information
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid for interest $14,743 $27,776 $12,047
Cash paid for income taxes $ 4,138 $ 2,600 $12,445
</TABLE>
In 1996 Mesa purchased property and equipment upon which debt was incurred
of approximately $280 million. In 1997 Mesa purchased property and
equipment upon which debt was incurred totaling approximately $31.7
million. In 1998 Mesa did not purchase any property or equipment upon which
debt was incurred.
11. Commitments and Contingencies
Mesa and CCAIR, Inc., a regional airline based in Charlotte, North Carolina
that operates under a code-sharing agreement with USAirways, announced in
August 1998 that they had signed a letter of intent whereby Mesa would
acquire CCAIR as a wholly owned subsidiary. The transaction would be valued
at approximately $60 million (including $15 million of debt assumed) and is
intended to be accounted for as a pooling of interests. The agreement
contemplated by the Letter of Intent is an all stock transaction whereby
Mesa would acquire all outstanding shares of CCAIR's common stock by
issuing Mesa shares equivalent in value to $5.40 for each share of CCAIR
common stock, subject to a maximum of .982 shares (at a Mesa share price of
$5.50) and a minimum of .568 shares (at a Mesa share price of $9.50).
Consummation of the transaction is subject to certain conditions, including
completion of mutual due diligence, the negotiation and execution of a
definitive merger agreement, receipt of regulatory approval, shareholder
approval from both the CCAIR shareholders (as to the merger) and the Mesa
shareholders (as to the issuance of Mesa shares in the merger), and
satisfaction of closing conditions to be contained in a definitive purchase
agreement.
Mesa operates under a five-year agreement with the Air Line
PilotsAssociation (ALPA) covering pilots at MAI and Air Midwest, Inc. The
contract provides for industry-average pay, economic work rules and
excellent opportunities for advancement. Air Midwest mechanics are
represented by the International Association of Machinists (IAM) and flight
attendants are represented by the Association of Flight Attendants (AFA).
No other Mesa subsidiaries are parties to collective bargaining agreement
or union contracts.
During December 1995, the Federal Aviation Administration (FAA) announced
rules which require commuter airlines with aircraft of 10 or more passenger
seats operating under FAR Part 135 rules to begin operating those aircraft
FAR Part 121 regulations by the end of March 1997. Mesa was one of largest
regional airlines operating under FAR Part 135 regulations. In of Mesa's
conversion to FAR Part 121 and to address issues raised in past
inspections, the FAA began a special review of Mesa's operations in June
1996. As a result of a special review by the FAA of Mesa's operations, and
other factors, a Consent Order was signed with the FAA in September 1996,
assessing a compromise civil penalty of $500,000. Mesa paid $250,000 of the
compromise amount, and the remaining $250,000 was waived after Mesa
complied with provisions of the Consent Order. Mesa agreed to adopt
operational standards that exceed the requirements of the Federal Aviation
Regulations and to consolidate control of operational areas (maintenance,
flight operation and training) under one central management team. Effective
in March 1997, the FAA required that commuter airlines with aircraft of 10
or more passenger seats begin operating those aircraft under FAR Part 121
regulations instead of FAR Part 135. Mesa completed the transition to FAR
Part 121 on the FAA's deadline. Company management is monitoring the cost
increases resulting from compliance with FAR Part 121 regulations. The cost
increase is primarily related to additional training, dispatch and
maintenance procedures.
During 1994, seven shareholder class action complaints were filed in the
United States District Court for the District of New Mexico against Mesa,
certain of its present and former corporate officers and directors, its
independent auditor, and certain underwriters who participated in Mesa's
June 1993 public offering of Common Stock. During October 1995, the court
certified a class consisting of persons who purchased Mesa stock between
January 28, 1993 and August 5, 1994. These complaints have been
consolidated by court order, and, after the court granted in part a motion
dismiss in May 1996, a third amended consolidated complaint has been filed
alleging that during the class period the defendants caused or permitted
Mesa to issue publicly misleading financial statements and other misleading
statements in the registration statement for the June 1993 public offering,
annual and quarterly reports to shareholders, press releases and interviews
with securities analysts. In May 1998, Mesa entered
37
<PAGE> 38
into a memorandum of understanding with the plaintiffs to settle the
litigation. While Mesa and its corporate officers and directors believe
they have substantial and meritorious defenses against the plaintiff's
allegations and have defended their position vigorously, they have agreed
to a settlement to avoid ongoing litigation. The memorandum of
understanding provides for a total of $8 million to be paid the class
plaintiffs on behalf of the defendants. Mesa paid a substantial portion of
the settlement. On December 1, 1998, the settlement was approved by the
Court and the cases dismissed. Mesa used funds reserved for the defense of
the case as its contribution towards the settlement.
In June 1997, UAL filed a complaint in the United States District Court for
the Northern District of Illinois against two subsidiaries of Mesa, Mesa
Airlines, Inc. ("MAI") and WestAir Commuter Airlines, Inc. ("WestAir"),
seeking a judicial declaration of the parties' rights and obligations under
two separate written agreements, pursuant to which MAI and WestAir
allegedly agreed to provide certain airline transportation services to UAL
including the provision of scheduled air transportation services in certain
areas of the United States under the service mark "United Express." UAL
contends that, under these agreements, UAL has the right to "increase,
decrease, or in any other way adjust the flight frequencies, or markets, or
both" in certain airports currently serviced by WestAir and/or MAI. In
January 1998, UAL amended its complaint to include damages related to MAI's
purported breach of contract to provide specified levels of service in
certain cities. On November 30, 1998, UAL filed a motion with the Court to
amend its Complaint to include an additional $4 million in damages
resulting from Mesa's alleged failure to remit baggage fees at Denver
International Airport to UAL. The motion has not yet been considered. MAI
and WestAir dispute the principal contentions in UAL's complaint, and
unless a satisfactory negotiated resolution is achieved, intend to defend
their positions vigorously. Furthermore, MAI and WestAir believe that UAL
has breached its code-sharing agreements with the respective entities and
have filed a counterclaim seeking to recover the substantial damages to the
business of MAI and WestAir which have been incurred.
In addition, Mesa and WestAir have filed suit against UAL and SkyWest
Airlines. SkyWest was contracted to be Mesa's successor on the West Coast
for the operation of United Express flights. The complaint alleges that
SkyWest unlawfully interfered with Mesa's and WestAir's contracts with UAL.
It further alleges improper conduct on the part of UAL and SkyWest in
terminating markets under the Mesa agreement and in leading to the
non-renewal of the WestAir agreement. Mesa is seeking substantial damages
against each defendant.
Mesa settled all claims with the aircraft and equipment lessors of WestAir
for approximately $15.0 million. WestAir contributed approximately $11.2
million toward the settlement and Mesa approximately $3.8 million. Mesa
anticipates recovering $2.0 million from WestAir's receivables and deposits
in the future. WestAir had operated 43 leased aircraft pursuant to the
Partnership Agreement and upon cessation of United Express service had
considerable liabilities for the remaining terms of the leases.
Mesa is also a party to legal proceedings and claims which arise during the
ordinary course of business.
In the belief of management, based upon information at this time, the
ultimate outcome of all the proceedings and claims pending against Mesa
referred to above is not expected to have a material adverse effect on
Mesa's consolidated financial position.
12. Financial Instrument Disclosure
The carrying amount of cash and cash equivalents, receivables, notes
receivable and accounts payable approximate fair value due to the short
maturity periods of these instruments. The fair value of marketable
securities is based on quoted market prices (see note 2). At September 30,
1998 the carrying value of Mesa's long-term debt approximates fair value.
38
<PAGE> 39
13 Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
BALANCE AT ADDITIONS
BEGINNING OF CHARGED TO COSTS BALANCE AT END
YEAR AND EXPENSES DEDUCTIONS OF YEAR
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ALLOWANCE FOR OBSOLESCENCE
DEDUCTED FROM EXPENDABLE
PARTS AND SUPPLIES
September 30, 1998 $2,631 $ -- 679) $1,952
September 30, 1997 1,350 1,281 -- 2,631
September 30, 1996 1,200 150 -- 1,350
</TABLE>
14. Selected Quarterly Financial Data (Unaudited)
The following table presents selected quarterly unaudited financial data
(in thousands):
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1998 QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
Operating revenues $ 124,559 $ 119,633 $ 99,522 $ 79,827
Operating income (loss) (35,827) (11,448) (38) 2,525
Net earnings (loss) (39,091) (13,259) (4,361) 3,278
Net earnings (loss) per share $ (1.38) $ (.47) $ (.15) $ .11
(Basic and diluted)
</TABLE>
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1997 QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
Operating revenues $ 121,412 $ 125,410 $ 129,443 $ 134,712
Operating income (loss) 4,650 4,570 1,772 (65,478)
Net loss (875) (989) (2,503) (44,230)
Net loss per share $ (0.03) $ (0.03) $ (0.09) $ (1.57)
(Basic and diluted)
</TABLE>
The net earnings in the fourth quarter ended September 30, 1998 includes an
income tax benefit of $5.3 million.
The net loss in the fourth quarter ended September 30, 1997 and first quarter
ended December 31, 1997, include a provision for the non-renewal of the WestAir
code-share agreement and early termination of the Denver code-share agreement
with UAL and other adjustments as discussed in note 15.
39
<PAGE> 40
15 Other Operating Items
Other operating items consist of the following expenses (income):
<TABLE>
<CAPTION>
SEPTEMBER 30
1998 1997
(IN THOUSANDS)
<S> <C> <C>
Provision for non-renewal of the
WestAir and early termination of the
Denver code-share agreements with UAL $ 33,943 $ 72,100
Cessation of Ft. Worth jet operations 4,000 --
Settlement of shareholder lawsuit 2,500 --
Settlement with manufacturer -- (5,220)
Aircraft return provision -- 1,004
-------- --------
$ 40,443 $ 67,884
======== ========
</TABLE>
In July 1997, WestAir received a proposal from UAL for the extension of
WestAir's code-sharing agreement which was due to expire on May 31, 1998.
The proposal contained certain material amendments to the existing
code-sharing agreement. The Company did not accept this proposal because it
provided for significant cost increases and did not include certain changes
to the proposal requested by the Company. Management continued to negotiate
for improvements in the proposal. On July 22, 1997 UAL awarded WestAir's
eight Los Angeles contract markets to Skywest Airlines, effective October
1, 1997. UAL subsequently granted additional pro-rate markets to WestAir,
sufficient to utilize the aircraft previously serving the eight Los Angeles
system contract markets. There was no material cost of transition to these
new pro-rate markets, and the new pro-rate markets were attaining similar
financial results as the discontinued contract markets. The Company is in
litigation to resolve UAL's unilateral termination of WestAir's contract
markets in the Los Angeles area.
In late November 1997, WestAir received written notice from UAL that
WestAir's code-sharing agreement would not be renewed. Subsequent to
November 1997, management on repeated occasions sought a reconsideration of
UAL's decision not to renew the WestAir code-sharing agreement. At a
meeting on January 6, 1998, UAL confirmed that it would not reconsider
renewing WestAir's code-sharing agreement upon its expiration. WestAir had
significant assets in excess of its needs upon expiration of the agreement
on May 31, 1998. Accordingly, by resolution of the Board of Directors on
January 10, 1998, the Company recognized a loss provision to provide for
the cost of discontinuation of WestAir operations.
The $72.1 million provision provided for the estimated loss on the
retirement or sale of aircraft, parts and equipment which are surplus to
the needs of Mesa upon expiration and early termination of the code-share
agreements. In addition, the provision includes an estimate for all other
anticipated costs of discontinuation of the WestAir, Denver and Pacific
Northwest operations. The restructuring provision consists of $26.3 million
for the Denver intangibles; $39.5 million for costs to sell or retire
aircraft and related parts and equipment; and $6.3 million for severance
and other costs.
On January 22, 1998, Mesa received notice from UAL of the termination of
the Company's code-sharing agreement covering the Denver system, Pacific
Northwest and Los Angeles markets to be effective April 22, 1998. UAL also
arbitrarily terminated WestAir's markets in the Pacific Northwest as of
April 22, 1998. Mesa notified UAL that the Company considered the
termination notice, although improper, wrongful and arbitrary, to been
effective as of February 6, 1998, 15 days after issuance of the January 22,
1998 termination notice in accordance with the termination provisions of
the contract. All service to these markets was discontinued by April 22,
1998. As a result of UAL's new code-sharing partners for these markets not
needing the Company's aircraft and equipment associated with these
operations, the Company recorded a $33.9 million loss provision in the
quarter ended December 31, 1997, to provide for costs to dispose of or
redeploy certain aircraft, as well as other costs to shut down the Denver
system.
40
<PAGE> 41
Termination of Mesa's and WestAir's code-sharing agreement with United
Airlines resulted in a surplus of 21 British Aerospace Jetstream 31
aircraft, 29 Embraer Brasilia aircraft, 39 1900D Beech aircraft and 11 Dash
8 aircraft for a total of 100 aircraft. The British Aerospace Jetstream 31
aircraft, the Embraer aircraft and the Dash 8 aircraft are subject to
long-term leases. Although the surplus 1900D Beech aircraft are not
specifically identified, the majority of these aircraft are owned with an
average net book value of $3.3 million per aircraft.
The Company recognized a loss provision of approximately $4.0 million
during the quarter ended March 31, 1998, to provide for the expense of
closing the facilities associated with the Ft. Worth independent jet
operation and relocating the related aircraft.
41
<PAGE> 42
The restructuring provisions and the activity in the accruals during 1998,
related to the UAL code-share agreements and the Ft. Worth operations, can
be summarized as follows:
<TABLE>
<CAPTION>
Provision Balance
------------------------------------ ---------
September December March 31 Provision September
30, 1997 30, 1997 1998 Utilized 30, 1998
-------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Aircraft and related parts $ 39,500 $ 21,943 -- $(34,172) $ 27,271
Denver intangibles 26,343 -- -- (26,343) --
Severance and other 6,257 12,000 -- (11,423) 6,834
Ft. Worth operations -- -- 4,000 (3,723) 277
-------- -------- -------- -------- --------
$ 72,100 $ 33,943 $ 4,000 $(75,661) $ 34,382
======== ======== ======== ======== ========
</TABLE>
Mesa believes these provisions will be adequate to cover the costs of
terminating the WestAir agreement, shutting down the Denver United Express
system and relocating aircraft from the Fort Worth operation.
The aircraft return provision of $1.0 million in 1997 is related to the two
Fokker-70 aircraft returned by Mesa to Daimler-Benz in August and
September, 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information sets forth the names and ages of the directors and
executive officers of Mesa and certain additional information regarding their
respective business experience:
1. Directors
PAUL R. MADDEN, age 72, was appointed as Chairman of the Board and
Chairman of the Executive Committee on February 3, 1998 and as a director of
Mesa in April 1997. Mr. Madden is currently Of Counsel to the Phoenix law firm
of Gallagher & Kennedy and specializes in the corporate and securities areas.
From June 1994 through November 1997, Mr. Madden was a partner of the Chicago
firm of Chapman and Cutler serving in its Phoenix office. Mr. Madden served as a
partner with the Phoenix law firm of Beus, Gilbert & Morrill from January 1991
until June 1994. Prior to joining the Board, Mr. Madden served as securities
counsel to Mesa for approximately nine years.
JONATHAN G. ORNSTEIN, age 41, was appointed Chief Executive Officer
effective May 1, 1998 and was appointed to the Compensation Committee on
February 3, 1998, the Executive Committee on March 13, 1998, and as a director
on January 29, 1998. Mr. Ornstein is the controlling shareholder of Barlow
Management, Inc., the general partner of Barlow Partners II, L.P., an investment
partnership which owns approximately eight percent of CCAIR, and approximately
six percent of Mesa Air and is Chairman of the Board of Virgin Express Holdings,
plc, which operates through a subsidiary called Virgin Express, S.A./N.V. as a
low-cost European airline. From April 1996 to his joining Mesa Air as CEO, Mr.
Ornstein served as President and Chief Executive Officer of Virgin Express
S.A./N.V. From 1995 to April 1996, Mr. Ornstein served as Chief Executive
Officer of Virgin Express Holdings, plc. Mr. Ornstein joined Continental Express
Airlines, Inc. as President and Chief Executive Officer in July 1994, and in
November 1994, he assumed additional duties at Continental Airlines, Inc. as
Senior Vice President, Airport Services. Mr. Ornstein was employed by Mesa from
1988 to July 1994 where his positions included President of Mesa's WestAir
Holding, Inc. subsidiary and Executive Vice President. Mr. Ornstein's employment
agreement provides the Company will use its
42
<PAGE> 43
good-faith efforts to cause the Board to include Mr. Ornstein among its nominees
and to appoint him as Chief Executive Officer through March 13, 2001. From March
1985 to December 1987, Mr. Ornstein was a securities broker.
JAMES E. SWIGART, age 47, has served as a director and as Vice
Chairman of the Board of Mesa Air since January 29, 1998, a member of
its Audit Committee since February 3, 1998 and a member of the
Nominating Committee since April 27, 1998. Mr. Swigart is a minority
shareholder of Barlow Management, Inc., the general partner of Barlow
Partners II, L.P. which owns approximately eight percent (8%) of CCAIR,
and approximately six percent (6%) of Mesa Air. Mr. Swigart is
currently the President and Chief Executive Officer of Virgin Express,
S.A./N.V., a low-cost European commuter airline, positions he has held
since May 1, 1998. He was appointed a director of Virgin Express
Holdings, plc on May 22, 1998. From December 1995 to April 1998, Mr.
Swigart served as the Chief Financial Officer of Virgin Express
Holdings, plc. From April 1996 to April 1998, he served as Chief
Financial Officer of Virgin Express, S.A./N.V. Mr. Swigart served as
the Chief Financial Officer of Continental Express Airlines, Inc. from
July 1994 to November 1995 and President and controlling shareholder of
Hydralign, a manufacturer of machinery for the paper and plastics
industries, from September 1993 to July 1994. From 1986 until August
1993, Mr. Swigart served as the Senior Vice President of the
Transportation Group at Lehman Brothers. He previously served as a
member of the Board of the Company from December 6, 1993 until August
10, 1994.
DANIEL J. ALTOBELLO, age 58, has been a director of Mesa Air since
January 29, 1998, as Chairman of its Compensation Committee since
February 3, 1998 and Chairman of Mesa Air's Nominating Committee since
April 27, 1998. Since September 1995, Mr. Altobello has been the
Chairman of Onex Food Services, Inc., the parent corporation of
Caterair International, Inc. and LSG/SKY Chefs, and the largest airline
catering company in the world. From 1989 to 1995, Mr. Altobello served
as Chairman, President and Chief Executive Officer of Caterair
International Corporation. From 1979 to 1989, he held various
managerial positions with the food service management and in-flight
catering divisions of Marriott Corporation, including Executive Vice
President of Marriott Corporation and President, Marriott Airport
Operations Group. Mr. Altobello began his management career at
Georgetown University, including service as Vice President,
Administration Services. He is a member of the board of directors of
American Management Systems, Inc., Colorado Prime Foods, Care First,
Inc., Care First of Maryland, Inc., MESA Air Group, World Airways,
Inc., First Union Realty Trust, Atlantic Aviation Holdings and
SodexhoMarriott Inc. and a trustee of Loyola Foundation, Inc., Mt.
Holyoke College, Suburban Hospital Foundation, Inc. and the Woodstock
Theological Center at Georgetown University.
JACK BRALY, age 57, has served as a director of Mesa Air since
December 6, 1993, as a member and Chairman of its Audit Committee since
March 1994, as a member of Mesa Air's Compensation Committee since
December 6, 1993, and as a member of its Nominating Committee since
April 27, 1998. Since August 5, 1996, Mr. Braly has served as the
President, Chief Executive Officer and a member of the Board of
Directors of Sino Swearingen Aircraft Company, a private aircraft
manufacturer. From June 1994 to August 5, 1996, Mr. Braly was an
officer of the North American Aircraft Modification division of
Rockwell International. He served as Vice President Aircraft
Manufacturing from June 1994 to October 1994, as Executive Vice
President from October 1994 to October 1995 and was Vice President and
General Manager from October 1995 to August 5, 1996. Before joining
Rockwell International, Mr. Braly served as a consultant to various
aircraft manufacturers and regional airlines from August 1993 until
June 1994. Prior thereto, Mr. Braly was President of Beech Aircraft
Corporation from March 1991 until July 1993.
HERBERT A. DENTON, age 51, has been a director since January 29,
1998 and has been a member of Mesa Air's Executive Committee since
February 3, 1998. Mr. Denton is the President of Providence Capital
Inc., an investment-banking firm he co-founded in 1991. He also serves
on the Board of Directors of Chic by H.I.S., Inc., an apparel
manufacturing company, where he is the Chairman of the Compensation
Committee.
GENERAL RONALD R. FOGLEMAN, U.S.A.F., retired, age 56, has been a
director since January 29, 1998. General Fogleman has been a member of
Mesa Air's Audit Committee since February 3, 1998, its Executive
Committee since March 13, 1998, and its Nominating Committee since
April 27, 1998. In September 1997, he retired from the Air Force with
the rank of General. He served as Chief of Staff of the United States
Air Force from 1994 until 1997 and as Commander-in-Chief of the United
States Transportation Command from 1992 until 1994. General Fogleman
currently serves on the Board of Directors of North American Airlines,
a feeder airline for El Al; Southern Air, a private air transportation
company; Rolls Royce of North America; and World Airways.
J. CLARK STEVENS, age 48, was named President of Mesa in January
1995 and has been a director of the Company since May 1995. From
February 1993 until January 1995, Mr. Stevens was President of the
Company's FloridaGulf Airlines Division and from December 1992 until
February 1993, Mr. Stevens served as Vice President, DFW Division with
Simmons Airlines, d/b/a American Eagle. From September 1990 to
September 1990 to December 1992, he served as Executive Vice
43
<PAGE> 44
President of MetroFlight, Inc., d/b/a American Eagle. Mr. Stevens
resigned as an officer and director of the Company in October, 1998.
LARRY L. RISLEY, age 54, is Chairman Emeritus of the Board of
Directors of Mesa Air and presently serves as Manager of Special
Projects. He formerly served as Chairman of the Board from the
incorporation of Mesa Air until February 3, 1998 and as Chief Executive
Officer from the incorporation of Mesa Air until April 30, 1998. He
served as President of Mesa from 1983 through January 13, 1995. Mr.
Risley's employment agreement with Mesa Air provides the directors will
continue to vote to nominate Mr. Risley and to use their best efforts
to cause his election to the Board through the fiscal year ending
September 30, 2003.
2. Executive Officers
BLAINE M. JONES, age 43, has been Chief Financial Officer of Mesa since
April 1998. From January 1997 to April 1998, he served as a financial consultant
with Merrill Lynch and from 1995 to 1996 he was a principle in Four Corners
Office Products, Inc. From 1985 to 1995, Mr. Jones held various positions with
Mesa including Chief Financial Officer and President of Mesa's Mountain West
Division.
STEVEN E. MARKHOFF, age 32, has been Secretary of Mesa since August
1998. From September 1997 to August 1998, Mr. Markhoff served as Secretary and
General Counsel of Kiwi International Holdings, Inc., d/b/a Kiwi International
Airlines. From January 1997 to August 1997, he served as Director of Safety and
Regulatory Compliance of Kiwi and from May 1995 to January 1997 he served as
In-house Counsel and head of the legal department with ValuJet Airlines, Inc.
From November 1990 to June 1994, Mr. Markhoff served as a pilot with Northeast
Express Regional Airlines, Inc., d/b/a Northwest Airlink.
The directors hold office until the next annual meeting of shareholders and
until their successors are elected and qualified.
ITEM 11. EXECUTIVE COMPENSATION
The report of the Compensation Committee and the five-year Shareholder Return
Comparison and Performance Graph and related explanation and footnotes shall not
be incorporated by reference into any filings under the Securities Act of 1933,
as amended (the "Act"), or under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), notwithstanding statements made within Mesa's previous
filings that all subsequent filings, in whole or in part, include, without
limitation, this Form 10-K.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee consists of two non-employee directors of Mesa and
Jonathan Ornstein, and has responsibility for allocation of cash compensation
and options to senior executive officers of Mesa. The Compensation Committee
primarily administers Mesa's cash compensation plans, employee stock option
plans, and employee stock purchase plans. In those instances in which Rule 16b-3
of the Exchange Act requires grants or awards of stock options to be made by a
"disinterested" committee, the Compensation Committee is solely responsible for
the administration of such plans. The full Board of Directors regularly reviews
the Compensation Committee decisions relating to executive compensation.
The Board of Directors approved new levels of base compensation and related
structured bonus plan (the "Compensation Plan") and an Employee Stock Option
Plan (the "Stock Option Plan"), collectively the "Omnibus Plan," on December 1,
1995 and it was later approved by the shareholders of Mesa on April 8, 1996. The
Compensation Plan and Stock Option Plan were based on an independent
consultant's report on base pay and annual and long-term incentive compensation
with respect to 21 positions from four large carriers and three regional or
commuter airlines. In 1998, the compensation plan was terminated for all
executives with the exception of Jonathan Ornstein and Blaine Jones. The
employment contracts of Messrs. Ornstein and Jones provide for bonuses as
described herein. The Compensation Committee believes that the base salaries of
current executives are below industry average and is therefore studying
alternative compensation plans for the remainder of the executives.
Pursuant to the employment contracts of Messrs. Ornstein and Jones, salaries
have been capped. Bonuses are limited to prescribed percentages of base salary,
based upon the percentage growth in earnings per share ("EPS") of Mesa. Growth
in EPS is categorized at four levels: Minimum -- any growth in EPS during the
prior fiscal year; Threshold -- 7.0% to 12.9% growth in EPS; Target 13.0% to
17.9% growth in EPS; and Maximum -- 18.0% or greater growth in EPS.
44
<PAGE> 45
Since salary and bonuses are capped, an integral part of the Plan is the
issuance of stock options on an annualized basis to key employees under the
Stock Option Plan.
The Stock Option Plan provides for options to be issued to officers and key
employees on an annualized basis, which vest at the rate of approximately
one-third per year. The options have a 10-year term and are subject to standard
option provisions such as are included in existing Company plans and exclude the
requirement of continued employment and provisions to deal with termination of
employment due to retirement, death or disability. Under the plan, options will
be issued at the low selling price of Mesa's Common Stock on the date of grant.
The total number of options granted under the Stock Option Plan in fiscal 1998
was 1,445,000.
The Compensation Committee believes that the issuance of stock options to
officers and key employees related to the appreciation of Mesa's Common Stock,
provides equitable incentives to increase the profitability of Mesa.
Compensation Committee
Daniel J. Altobello, Chairman
/s/ Daniel J. Altobello
-----------------------
45
<PAGE> 46
COMPENSATION SUMMARY OF EXECUTIVE OFFICERS
The following table sets forth certain compensation paid or accrued by Mesa
during the fiscal year ended September 30, 1998 to the Chief Executive Officer
and the four most highly compensated executive officers of Mesa whose total
annual salary and bonuses exceeded $100,000.
<TABLE>
<CAPTION>
OTHER
ANNUAL ALL OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL YEAR ($) ($) ($) (#) ($)
-------------------- ----- -------- ------- ----------- --------- -----------
POSITION
--------
<S> <C> <C> <C> <C> <C> <C>
Jonathan G. Ornstein 1998 84,615
Chief Executive
Officer
Blaine M. Jones 1998 46,154
Chief Financial
Officer
Arlo E. Clough 1998 100,000 17,666
Senior Vice
President of Maintenance
Archille R. Paquette 1998 130,000 65,000
President Air Midwest
Timothy L. Coon 1998 18,462(2)
Vice President
USAirways
Larry L. Risley 1998 318,315 -- --
Former Chairman of 1997 350,000 150,000 4,750
the Board
and Chief Executive 1996 350,000 420,000 150,000 4,750
Officer
J. Clark Stevens 1998 239,852 -- --
Former Chief 1997 235,000 -- 80,000 4,750
Operating Officer
and President 1996 235,000 235,000 80,000 4,750
</TABLE>
1) Mr. Ornstein joined Mesa on May 1, 1998. His annual salary is $200,000.
2) Messrs. Jones and Coon commenced their employment with Mesa on May 1, 1998
and July 15, 1998, respectively. Each of their annual salaries is $100,000.
3) Bonuses are actually paid after the end of each fiscal year and reflect
performance for the prior year. As Mesa incurred a loss for fiscal 1997, no
bonuses were paid to its employees in fiscal 1998. Bonuses were paid to
Mesa's wholly
4) As of December 31, 1998, Larry L. Risley owned 516,380 shares of Mesa
Common Stock and J. Clark Stevens owned no shares of Mesa Common Stock.
5) These amounts represent both vested and non-vested Mesa contributions to
the individual named executive officer's 401(k) plan. Under Mesa's 401(k)
plan, employees may contribute up to 15% of their annual salary and bonus
up to a specified maximum. Mesa currently makes matching contributions
equal to 50% of employees' contribution (including officers) with a cap of
10% of the employees' annual compensation. Contributions by Mesa to the
401(k) plans for the year ended September 30, 1998 was $1,485,618.
OPTIONS
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------- PERCENT OF
NUMBER OF TOTAL POTENTIAL
SECURITIES OPTIONS/ REALIZABLE
UNDERLYING SARS VALUE AT
OPTIONS/ GRANTED TO ASSUMED ANNUAL
SARS EMPLOYEES EXERCISE OF RATES OF
GRANTED IN FISCAL BASE PRICE EXPIRATION STOCK PRICE
----------- ---------- -------------- ----------- APPRECIATION
FOR OPTION
TERM (2)
-------------
NAME (#) YEAR ($/SH) DATE 5% (S) 10% (S)
(A) (B) (C) (D) (E) (F) (G)
- ------------------ --------------- ------------- --------------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
46
<PAGE> 47
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Jonathan G. Ornstein 1,012,800 78.1% 6.60 - 8.25 03/12/08 19,769 4,800,232
Blaine M. Jones 150,000 10.4% 7.82 04/12/08 48,671 772,307
Arlo E. Clough -- -- -- -- -- --
Archille R. Paquette -- -- -- -- -- --
Timothy L. Coon -- -- -- -- -- --
Larry L. Risley -- -- -- -- -- --
J. Clark Stevens (3) 80,000 -- 8.75 03/31/08 -- 337,497
</TABLE>
1) Of the total, 1,000,000 options were granted under the 1998 Key Officer
Stock Option Plan, and 12,800 were granted under the 1994 Additional
Directors' Stock Option Plan. The shares granted under the Key Officer
Stock Option Plan are exercisable in annual 1/3 increments with 1/3 vesting
immediately on the grant date of March 12, 1998. The shares issued under
the Additional Directors' Plan vest in annual 1/3 increments beginning in
January 1999.
2) These options were granted under the 1998 Key Officer Stock Option Plan and
are exercisable in annual 1/3 increments with 1/3 vesting immediately on
the grant date of April 12, 1998.
3) Subsequent to year-end, Mr. Stevens resigned as an officer of Mesa, and his
options were purchased by the Company.
4) The exercise price per share of the options listed in the table are not
less than the fair market value of a share of Mesa Common Stock on the date
of grant, as determined under the various Plans.
5) Potential realizable values shown above represent the potential gains based
upon annual compound stock price appreciation of 5% and 10% from September
30, 1998 through the full option term. The actual value realized, if any,
on stock option exercises will be dependent upon overall market conditions
and the future performance of Mesa and Mesa common stock. There is no
assurance that the actual value realized will approximate the amounts
reflected in this table.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SEPTEMBER 30, 1998 AT SEPTEMBER 30, 1998
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------ ------------------ ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Jonathan G. Ornstein -- -- 333,333/679,467 0/0
Blaine M. Jones -- -- 50,000/100,000 0/0
Arlo E. Clough -- -- 0/16,667 0/0
Archille R. Paquette -- -- 112,665/25,000 0/0
Timothy L.Coon -- -- 0/0 0/0
Larry L. Risley -- -- 950,000/800,000 0/0
J. Clark Stevens (2) -- -- 277,999/160,000 0/0
</TABLE>
1) As of September 30, 1998 there were no options currently in the money.
2) Subsequent to year-end, Mr. Stevens resigned as an officer of Mesa, and his
options were purchased by the Company.
EMPLOYMENT AGREEMENTS
Employment agreements have been entered into with the Chief Executive Officer,
Chief Financial Officer, Senior Vice-President of Maintenance and the President
of Air Midwest. The employment agreements with Jonathan Ornstein, Blaine Jones,
Arlo Clough and Archille Paquette provide for a term of two years from
inception.
COMPENSATION OF DIRECTORS
Each outside director receives a salary of $10,000 per year, along with the
payment of $1,000 per meeting attended in person; $500 for each committee
meeting attended in person; $500 for each telephone Board meeting attended and
reimbursement of all expenses associated with attending committee or Board of
Directors meetings. In addition, each outside director was granted 3,000 options
in fiscal 1998 pursuant to a stock option plan which automatically grants 3,000
options to each outside director on an annual basis. Each outside director also
participates in Mesa's Outside Directors Stock Option Plan (the "Formula Plan").
Other than initial grants under this plan, grants pursuant to the Formula Plan
are contingent on improved returns for the shareholders. Each outside director
is granted 10,000 options as of the first business day of the month following
appointment to the Board. (The date of the first grant of option is
47
<PAGE> 48
referred to herein as the "Initial Grant Date"). Each outside director receives
a grant of an additional 10,000 options (the "Second Grant") if: (1) the
director is still serving as a director of Mesa on the date of the Second Grant;
and (2) either the annual percentage increase in shareholder return:
(a) exceeds seven percent for any fiscal year within four years of the Initial
Grant Date (the "Target Percent"), provided that the effective date of the
grant shall be delayed until the second anniversary of the Initial Grant
Date if the Target Percent is achieved in the first two fiscal years
following the Initial Grant Date, or
(b) exceeds an aggregate of 10 percent for any two consecutive fiscal years
within four years after the Initial Grant Date (the "Alternative Target
Percent"). Each outside director receives a third grant of an additional
10,000 options (the "Third Grant") if: (1) the director is still serving as
a director of Mesa on the date of the Third Grant; and (2) either the
annual percentage increase in shareholder return:
(a) exceeds seven percent for any fiscal year within six years of the Initial
Grant Date (the "Additional Target Percent"), provided that the effective
date of the grant shall be delayed until the fourth anniversary of the
Initial Grant Date if the Additional Target Percent is achieved in the
first four fiscal years following the Initial Grant Date, or
(b) exceeds an aggregate of 10 percent for any two consecutive fiscal years
within six years after the Initial Grant Date (the "Additional Alternative
Target Percent").
Options granted to the outside directors on the Initial Grant Date become
exercisable one year after the Initial Grant Date and when the fair market value
(as defined by the Formula Plan) of the Common Stock has increased by three
percent from the Initial Grant Date.
All other options become exercisable immediately upon satisfaction of the
following conditions: six months after the date the option was granted, and when
the fair market value of the shares (as defined in the Formula Plan) has
increased by seven percent from the date the option was granted.
With respect to options granted on the Initial Grant Date, the exercise price of
the options granted under the Formula Plan may not be less than the fair market
value of the Common Stock on the date of the grant. With respect to options
granted on the Second Grant Date, the option price per share may not be less
than the fair market value of the shares on the last business day of the fiscal
year that Mesa achieves the Target Percent or the Alternative Target percent.
With respect to options granted on the Third Grant Date, the option price per
share may not be less than the fair market value of the shares as of the last
business day of the fiscal year that Mesa achieves the Additional Target percent
or the Additional Alternative Target percent.
Each director who is not an employee of Mesa also receives free travel on Mesa
for himself and certain family members and through arrangements with certain
major air carriers receives free or reduced-fare travel on those at no cost to
Mesa. Mesa believes that the directors' use of free air travel is "de minimis"
and therefore did not maintain any records of their travel during fiscal 1998.
Directors hold office until the next annual meeting of shareholders or until
their successors are elected and qualified.
During fiscal 1998 Mesa paid legal fees and expenses aggregating approximately
$250,000 incurred in connection with the defense of a shareholders' derivative
action on behalf of Mesa and a class action suit, as a nominal defendant, the
directors of Mesa, a former director and a non-director officer. The aggregate
amount paid has not been allocated between Mesa and the individuals who are
being indemnified pursuant to indemnification agreements and Nevada law.
COMPENSATION COMMITTEE INTERLOCKS
Daniel J. Altobello, Jack Braly and Jonathan Ornstein all served as members of
the Compensation Committee during the fiscal year ended September 30, 1998. Mr.
Ornstein assumed the duties President and Chief Executive Officer on May 1,
1998. Neither Mr. Altobello nor Mr. Braly held any executive officer position or
other employment with Mesa prior to or during such service.
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
Set forth below is a graph comparing the five-year cumulative shareholder return
on the Common Stock of Mesa Air Group, Inc. against the five-year cumulative
total return on the CRSP Index for NASDAQ Stock Market (US Companies) and the
CRSP Index for NASDAQ Stocks (SIC 4510-4519) (an index composed of NASDAQ
companies engaged in air transportation, and includes regional
48
<PAGE> 49
airlines whose stocks trade on NASDAQ) for the periods indicated. The graph
assumes an initial investment of $100.00 and reinvestment of dividends, if any.
Comparison of Five-Year Cumulative Total Returns
Performance Report for
Mesa Air Group, Inc.
Company Index: CUSIP Ticker Class Sic Exchange
59047910 MESA 4510 NASDAQ
FISCAL YEAR-END IS 09/30/98
Market Index: NASDAQ Stock Market (US Companies)
Peer Index: NASDAQ Stocks (SIC 4510-4519 US Companies)
Air Transportation, Scheduled, and Air Courier Services
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
09/30/93 100.00 100.00 100.00
10/29/93 94.194 102.247 105.149
11/30/93 86.452 99.201 103.275
12/31/93 91.613 101.966 98.621
01/31/94 92.903 105.061 103.788
02/28/94 102.581 104.080 100.130
03/31/94 105.806 97.681 95.581
04/29/94 74.839 96.412 94.077
05/31/94 61.935 96.649 84.817
06/30/94 50.968 93.114 80.785
07/29/94 54.839 95.025 91.217
08/31/94 39.355 101.084 94.214
09/30/94 34.194 100.826 84.327
10/31/94 41.935 102.806 84.169
11/30/94 47.419 99.396 75.219
12/30/94 47.097 99.674 72.272
01/31/95 33.226 100.243 75.737
02/28/95 32.258 105.544 92.095
03/31/95 31.613 108.674 102.362
04/28/95 31.613 112.098 115.321
05/31/95 33.548 114.989 116.371
06/30/95 47.097 124.308 142.841
07/31/95 56.129 133.446 145.161
08/31/95 54.839 136.151 140.519
09/29/95 52.581 139.281 154.026
10/31/95 49.032 138.477 161.991
11/30/95 46.774 141.729 189.063
12/29/95 46.452 140.974 175.736
01/31/96 41.613 141.667 157.722
02/29/96 61.290 147.059 172.249
03/29/96 55.484 147.544 187.221
04/30/96 63.226 159.781 175.527
05/31/96 68.387 167.118 160.938
06/28/96 61.290 159.585 155.068
07/31/96 46.452 145.354 139.800
08/30/96 50.968 153.498 145.202
09/30/96 47.097 165.238 137.872
10/31/96 47.742 163.412 127.346
11/29/96 50.968 173.514 145.257
12/31/96 34.839 173.358 137.372
01/31/97 34.194 185.678 126.579
02/28/97 32.903 175.408 128.112
</TABLE>
49
<PAGE> 50
<TABLE>
<S> <C> <C> <C>
03/31/97 31.532 163.954 132.246
04/30/97 27.419 169.080 133.644
05/30/97 25.806 188.242 147.572
06/30/97 27.742 194.007 141.118
07/31/97 28.387 214.484 149.718
08/29/97 26.452 214.157 140.946
09/30/97 33.226 226.814 153.896
10/31/97 27.742 215.072 165.837
11/30/97 28.387 216.150 156.181
12/31/97 25.484 212.688 169.619
1/30/98 34.839 219.362 197.196
2/28/98 42.119 239.949 210.163
3/31/98 47.119 248.795 216.082
4/30/98 41.290 253.007 203.882
5/31/98 41.936 239.121 187.412
6/30/98 41.936 255.982 186.642
7/30/98 40.645 253.187 168.659
8/31/98 24.113 203.670 135.870
09/30/98 25.806 231.741 133.292
</TABLE>
The index level for all series was set to 100.0 on 09/30/93.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Mesa's Common Stock as of December 18, 1998 by all directors, by
each person who is known by Mesa to be the beneficial owner of more than five
percent of the outstanding Common Stock, by each executive officer named in the
Summary Compensation Table and by all directors and executive officers as a
group.
The number of shares beneficially owned by each director or executive officer is
determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days of December 18, 1998 through the exercise of any stock
option or other right. Unless otherwise indicated, each person has sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the following table and the address of the
listed beneficial owner is that of Mesa Air In certain instances, the number of
shares listed includes, in addition to shares owned directly, shares held by the
spouse or children of the person, or by a trust or estate of which the person is
a trustee or an executor or in which the person may have a beneficial interest.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
BENEFICIALLY
OWNED
VESTED
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OPTIONS (1) TOTAL (1) PERCENT (1)
- ------------------------------------ ------------ ----------- --------- -----------
<S> <C> <C> <C> <C>
Larry L. Risley 516,380 800,000 1,316,38 4.6%
Farmington, New Mexico 87401
Jack Braly -- 19,000 19,000 0.1%
San Antonio, Texas 78216
Paul R. Madden 5,000 13,000 18,000 0.1%
5847 North 46th Street
Phoenix, Arizona 85018
Jonathan G. Ornstein (2) 343,664 333,333 681,997 2.4%
410 N. 44th St., Suite 700
</TABLE>
50
<PAGE> 51
<TABLE>
<S> <C> <C> <C> <C>
Phoenix, AZ 85008
Blaine M. Jones 264 50,00 0 50,264 0.2%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
James E. Swigart (3) 110,214 -- 11 0,214 0.3%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Daniel J. Altobello 1,000 -- 1,000 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Herbert A. Denton -- -- -- 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Ronald R. Fogleman -- -- -- 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Maurice A. Parker -- -- -- 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Arlo E. Clough -- -- -- 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Archille R. Paquette -- 122,665 122,665 0.4%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
</TABLE>
51
<PAGE> 52
<TABLE>
<S> <C> <C> <C> <C>
Timothy L. Coon -- -- -- 0.0%
410 N. 44th St., Suite 700
Phoenix, AZ 85008
J. Clark Stevens -- -- -- 0.0%
2400 State Highway 121, #2501
Euless, TX 76039
Barlow Partners II, LP 1,785,513 -- 1,785,513 6.3%
1954 Airport Rd., Suite 200
Atlanta, GA 30341
Wisconsin Investment Board 3,190,000 -- 3,190,000 11.2%
121 E. Wilson St
Madison, Wisconsin 53702
Alliance Capital 2,881,500 -- 2,881,500 10.2%
1345 Avenue of the Americas, 39th Floor
New York, NY 10105
Franklin Advisers 2,497,000 -- 2,497,000 8.8%
777 Mariners Blvd
San Mateo, CA 94404
Dimension Fund 1,989,400 -- 1,989,400 7.0%
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401-1038
All directors and officers as a group 981,522 1,337,998 2,319,520 8.2%
</TABLE>
- -------------------------
(1) Includes options vested on September 30, 1998. This table is based upon
information supplied by executive officers, directors and principal
stockholders and Schedules 13D and 13G filed with the SEC.
(2) Includes 326,267 shares of stock held in the name of Barlow Partners II,
L.P. and 17,397 shares of stock held in the name of Barlow Management, Inc.
Mr. Ornstein is a limited partner in Barlow Partners II, L.P. and a
shareholder in Barlow Management Inc. As such, he claims beneficial
ownership of the shares held by these entities to the extent of his
proportional interest therein. Barlow Management also is general partner for
Barlow Partners II.
(3) Includes 103,256 shares of stock held in the name of Barlow Partners II,
L.P. and 6,958 shares of stock held in the name of Barlow Management, Inc.
Mr. Swigart is a limited partner in Barlow Partners II, L.P. and a
shareholder in Barlow Management Inc. As such, he claims beneficial
ownership of the shares held by these entities to the extent of his
proportional interest therein. Barlow Management also is general partner for
Barlow Partners II.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In August 1998, Mesa entered into a letter agreement with Barlow Partners, L.P.
("Barlow") pursuant to which Barlow agreed to act as CCAIR's exclusive financial
advisor with respect to possible business combinations involving CCAIR. Under
the terms of that agreement, Barlow is entitled to receive a fee from CCAIR
equal to two percent (2%) of the aggregate consideration paid by Mesa upon the
closing of the merger transaction. In addition, Barlow has an economic interest
in CCAIR by virtue of its ownership of CCAIR common stock. According to a
Schedule 13-D filed by Barlow with the Securities and Exchange Commission
("SEC"), Barlow owns 538,617 shares of CCAIR common stock and has the right to
acquire 150,000 shares of CCAIR common stock pursuant to the terms of a Warrant
previously issued to Barlow. Jonathan G. Ornstein, a member of the Board of
Directors and the President and Chief Executive Officer of Mesa, and James E.
Swigart, also a director of Mesa, are limited partners of Barlow. As a result of
their limited partnership interest in Barlow, Messrs. Ornstein and Swigart
report that they beneficially own 414,700 shares and 128,417 shares,
respectively, of the CCAIR common stock held by Barlow (excluding their interest
in the Warrant).
52
<PAGE> 53
On January 9, 1997, one of Mesa's wholly owned subsidiaries, FCA, Inc., entered
into a distributorship agreement ("the Distributor Agreement") with Sino
Swearingen Aircraft Company, L. P. (SSAC) for the distribution of corporate
jets. The Distributor Agreement grants FCA distribution rights in the states of
Colorado, Louisiana, New Mexico and Texas for sale of SSAC aircraft and parts.
The Distributor Agreement also requires FCA to maintain a retail sales area,
hangar and maintenance facility, with appropriate staff, and an adequate supply
of spare parts at a general aviation airport strategically located within FCA's
distribution area. FCA has agreed to purchase eight aircraft from SSAC with
delivery dates beginning in the first quarter of 1999 and ending in the first
quarter of 2001. The current purchase price of each aircraft is approximately
$4.2 million and is subject to change by SSAC. FCA is required to make progress
payments to SSAC on each aircraft as follows: upon execution of the purchase
agreement, $75,000; 365 days prior to delivery date, $50,000; 180 days prior to
delivery date, $150,000; at delivery, approximately $3.9 million (based upon the
current purchase price) reduced by the distributors' profit. In total, FCA is
presently obligated to purchase eight aircraft for approximately $33.5 million
at current prices. FCA is also obligated to purchase an adequate supply of parts
to support aircraft sold in the distribution area. In February 1997, FCA made
progress payments of $600,000 to SSAC against its purchase order for eight
aircraft. SSAC has subsequently notified FCA that the delivery schedule for the
eight aircraft will be delayed until the fourth quarter of calendar year 1999.
The Distributor Agreement may be terminated by either party, upon 90 days'
notice, on January 9, 2000, or annually thereafter, and is cancelable by mutual
agreement of the parties or unilaterally by SSAC. The Chief Executive Officer of
SSAC, Mr. Jack Braly, is a member of the Board of Directors of Mesa Air Group,
Inc.
Mesa will enter into future business arrangements with related parties only
where such arrangements are approved by a majority of disinterested directors
and are on terms at least as favorable as available from unaffiliated third
parties.
PART IV
ITEM 14. EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K
(A) Documents filed as part of this report:
1. Reference is made to consolidated financial statement schedules in item
8 hereof.
2. Reports on Form 8-K
None
3. Exhibits
The following exhibits are either filed as part of this report or are
incorporated herein by reference from documents previously filed with
the Securities and Exchange Commission:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
------ ----------- ---------
<S> <C> <C>
2.1 Plan and Agreement of Merger of Mesa Air Filed as Exhibit 2.1 to Registrant's Form 10-K for
Group, Inc. into Mesa Holding, Inc. dated the fiscal year ended September 30, 1996,
September 16, 1996 incorporated herein by reference
3.1 Articles of Incorporation of Mesa Air Filed as Exhibit 3.1 to Registrant's Form
Holdings, Inc. dated May 28, 1996 10-K for the fiscal year ended September 30, 1996,
incorporated herein by reference
3.2 Bylaws of Mesa Air Group, Inc., as amended Filed as Exhibit 3.2 to Registrant's Form 10-K for
the fiscal year ended September 30, 1996,
incorporated herein by reference
4.1 Form of Common Stock certificate Filed as Exhibit 4.5 to Amendment No. 1 to
Registrant's Form S-18, Registration
No.33-11765 filed March 6, 1987,
incorporated herein by reference
4.2 Form of Common Stock certificate (issued Filed as Exhibit 4.8 to Form S-1,
after November 12, 1990) Registration No. 33-35556 effective December 6, 1990,
</TABLE>
53
<PAGE> 54
<TABLE>
<S> <C> <C>
incorporated herein by reference
4.8 Form of Employee Non-Incentive Stock Filed as Exhibit 4.12 to Registrant's Form
Option Plan, dated as of June 2, 1992 10-K for the fiscal year ended September 30, 1992,
Commission File No. 33-15495, incorporated herein
by reference
4.9 Form of Non-Incentive Stock Option issued Filed as Exhibit 4.13 to Registrant's Form under 10-K for
Mesa Airlines, Inc. Employee Non-Incentive the fiscal year ended September 30, 1992,
Stock Option Plan, dated as of June 2, Commission File No. 33-15495, incorporated 1992 herein
by reference
4.10 Form of Mesa Airlines, Inc. Outside Filed as Exhibits 4.1, 4.2 and 4.3 to
Directors Stock Option Plan, dated as of Registration No. 33-09395 effective August 1,
March 9, 1993 1996
4.11 Form of Stock Option issued under Mesa Filed as Exhibit 4.4 to Registration No.
Airlines, Inc. Outside Director's Stock 33-09395 effective August 1, 1996
Option Plan, dated as of March 9, 1993
4.12 Form of Mesa Airlines, Inc. Additional Filed as Exhibit 4.5 to Registration No.
Outside Directors Stock Option Plan dated 33-09395 effective August 1, 1996
as of December 9, 1994
4.13 Form of Non-Qualified Stock Option Issued Filed as Exhibit 4.6 to Registration No.
Under Mesa Airlines, Inc. Additional 33-09395 effective August 1, 1996
Outside Directors' Stock Option Plan
4.14 Form of Mesa Air Group, Inc. Restated and Filed as Exhibit 4.1 to Registration No.
Amended Employee Stock Option Plan dated 33-02791 effective April 24, 1996
April 23, 1996
4.15 Form of Non-Qualified Stock Option issued Filed as Exhibit 4.2 to Registration No.
under Mesa Air Group, Inc. Restated and 33-02791 effective April 24, 1996
Amended Employee Stock Option Plan dated
April 23, 1996
4.16 Form of Qualified Stock Option issued Filed as Exhibit 4.3 to Registration No.
under Mesa Air Group, Inc. Restated and 33-02791 effective April 24, 1996
Amended Employee Stock Option Plan dated
April 23, 1996
10.17 Agreement between Beech Aircraft Filed as Exhibit 10.30 to Form S-1,
Corporation and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated April 30, 1990 December 6, 1990,
incorporated herein by reference
10.18 Sublease Agreement between Air Midwest, Filed as Exhibit 10.32.1 to Form S-1,
Inc. and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated April 27, 1990 for December 6, 1990, incorporated
Embraer Brasilia aircraft 120.180 herein by reference
10.20 Agreement between Air Midwest, Inc. and Filed as Exhibit 10.32.3 to Form S-1,
Mesa Airlines, Inc., dated February 27, 1990, Registration No. 33-35556 effective
for purchase of four December 6, 1990, incorporated
Embraer Brasilia aircraft herein by reference
10.21 Letter Agreement between McDonnell Douglas Filed as Exhibit 10.32.4 to Form S-1,
Finance Corporation, Air Midwest, Inc. and Registration No. 33-35556 effective
Mesa Airlines, Inc., dated March 19, 1990, December 6, 1990, incorporated herein by reference
as amended, regarding lease and sublease
of four Embraer Brasilia aircraft
10.22 Sublease Agreement between Air Midwest Filed as Exhibit 10.32.5 to Form S-1,
Inc. and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated July 26, 1990, for Embraer December 6, 1990, incorporated
Brasilia aircraft 120.193 herein by reference
</TABLE>
54
<PAGE> 55
<TABLE>
<S> <C> <C>
10.23 Lease Agreement between McDonnell Douglas Filed as Exhibit 10.32.6 to Form S-1,
Finance Corporation and Mesa Airlines, Registration No. 33-35556 effective
Inc., dated July 26, 1990, for Embraer December 6, 1990, incorporated herein
Brasilia aircraft 120.193 by reference
10.24 Sublease Agreement between Air Midwest Filed as Exhibit 10.32.7 to Form S-1,
Inc.and Mesa Airlines, Inc., dated September Registration No. 33-35556 effective
26, 1990, for Embraer Brasilia aircraft December 6, 1990, incorporated herein by reference
120.203
10.25 Lease Agreement between McDonnell Douglas Filed as Exhibit 10.32.8 to Form S-1,
Finance Corporation and Mesa Airlines, Registration No. 33-35556 effective
Inc., dated September 26, 1990, for Embraer December 6, 1990, incorporated herein by reference
Brasilia aircraft 120.203
10.27 Expanded Partner Agreement between United Filed as Exhibit 19.3 to Registrant's Form 10-Q
Air Lines, Inc., and Mesa Airlines, Inc., for the quarterly period ended June 30, 1990,
dated February 15, 1990 Commission File No. 0-15495, incorporated
herein by reference
10.29 Form of Directors' and Officers' Filed as Exhibit 10.41 to Form S-1,
Indemnification Agreement Registration No. 33-35556 effective
December 6, 1990, incorporated herein by reference
10.31 Agreement Relating to the Settlement of Filed as Exhibit 10.45 to Form S-1,
Interline Accounts through Airlines Registration No. 33-35556 effective December 6,
Clearing House, Inc., between Airlines 1990, incorporated herein by reference
Clearing House, Inc. and Mesa Airlines,
Inc., dated September 2, 1981
10.32 Agreement between Beech Aircraft Filed as Exhibit 10.42 to Form 10-K for
Corporation and Mesa Airlines, Inc., fiscal year ended September 30, 1991,
dated September 18,1991 Commission File No. 0-15495, incorporated
herein by reference
10.33 Agreement between US Airways, Inc. and Air Filed as Exhibit 10.43 to Form 10-K for
Midwest, Inc. fiscal year ended September 30, 1991, Commission
File No. 0-15495, incorporated herein by
reference
10.34 Agreement between US Airways, Inc. and Filed as Exhibit 10.44 to Form 10-K for
Florida Gulf Airlines, Inc. fiscal year ended September 30, 1991, Commission
File No. 0-15495, incorporated herein by
reference
10.35 Sublease agreement between Trans States Filed as Exhibit 10.45 to Form 10-K for
Airlines, Inc. and Air Midwest, Inc. fiscal year ended September 30, 1992, Commission
File No. 0-15495, incorporated herein by
reference
10.37 Agreement between Beech Aircraft Filed as Exhibit 10.47 to Form 10-K for
Corporation, Beech Acceptance Corporation, fiscal year ended September 30, 1992, Commission
Inc. and Mesa Airlines, Inc., dated August File No. 0-15495, incorporated herein by
21, 1992 reference
10.38 Agreement between America West Airlines, Filed as Exhibit 10.48 to Form 10-K for
Inc. and Mesa Airlines, Inc. fiscal year ended September 30, 1992, Commission
File No. 0-15495, incorporated herein by
reference
10.39 Agreement between United Air Lines, Inc. Filed as Exhibit 10.49 to Form 10-K for
and WestAir Commuter Airlines, fiscal year ended September 30, 1992,
Inc. (WestAir) Commission File No. 0-15495, incorporated herein by
reference
10.40 Plan and Agreement to Merge between Mesa Filed as Exhibit A to Form S-4 Registration No.
Airlines, Inc., Mesa Acquisition 33-45638, effective April 17, 1992,
Corporation and WestAir incorporated herein by reference
Holding, Inc., dated February 7, 1992.
</TABLE>
55
<PAGE> 56
<TABLE>
<S> <C> <C>
10.41 Certificate of Public Convenience and Filed as Exhibit 10.1(a) to WestAir Holding,
Necessity for WestAir Commuter Airlines, Inc.'s Registration Statement on Form S-1,
Inc. Commission File No. 33-24316, incorporated
herein by reference
10.42 Air Carrier Operating Certificate for Filed as Exhibit 10. to WestAir Holding,
WestAir Inc.'s Registration Statement on Form S-1,
Commission File No. 33-24316, incorporated herein by
reference
10.46 Original Agreement to Lease dated as of Filed as Exhibit 10.44 to WestAir Holding,
April 27, 1987 between NPA, Inc. ("NPA") Inc.'s Registration Statement on Form S-1,
and British Aerospace, Inc. ("BAE") with a Commission File No. 33-24316, incorporated
Letter to FG Holdings, Inc. ("FGH") dated herein by reference
March 11, 1988 and Amendment No. 1 to
Agreement to Lease dated as of March 3,
1988 between BAE and FGH
10.47 Side Letter Agreement to NPA from JACO Filed as Exhibit 10.48 to WestAir Holding,
dated June 4, 1987 Inc.'s Registration Statement on Form S-1,
Commission File No. 33-24316, incorporated
herein by reference
10.49 Employment Agreement dated as of September Filed as Exhibit 10.51(b) to WestAir Holding,
1, 1988 between WestAir and Maurice J. Inc.'s Registration Statement on Form S-1,
Gallagher Jr. Commission File No. 33-24316, incorporated
herein by reference
10.50 Aviation Land and Building Lease and Filed as Exhibit 10.164 to the Pre-effective
Agreement between City of Fresno, Amendment No. 1, filed October 19, 1988, to
California and WestAir dated January 7, 1986 WestAir Holding, Inc.'s Registration Statement
on Form S-1, Commission File No. 33-24316,
incorporated herein by reference
10.51 Airport Operating Permit between Airport Filed as Exhibit 10.67 to WestAir Holding,
Commission of City and County of San Inc.'s Registration Statement on Form S-1,
Francisco and WestAir Commission File No. 33-24316, incorporated
herein by reference
10.58 Promissory Note to Textron for spare parts Filed as Exhibit 10.80 to WestAir Holding,
as executed by WestAir, dated December 30, Inc.'s Form 10-K dated December 31, 1988,
1988 Commission File No. 33-24316, incorporated
herein by reference
10.59 Agreement to lease Jetstream model 3101 Filed as Exhibit 2.1 to WestAir Holding, Inc.'s
aircraft and Jetstream model 3201 Form 8-K filed June 8, 1989, Commission
aircraft File between BAE and WestAir, No. 33-24316,incorporated herein by reference
dated May 11, 1989
10.60 Amendment to Agreement to Lease dated May Filed as Exhibit 10.38 to WestAir Holding,
11, 1989 between WestAir and BAE, dated Inc.'s Form 10-K for the year ended December
February 15, 1990 31, 1989, Commission File No. 33-24316,
incorporated herein by reference
10.61 Amended and Restated Stock Purchase Filed as Exhibit 10.42(a) to WestAir Holding,
Agreement, dated September 30, 1991 among Inc.'s Form 10-K for the year ended December
WestAir Holding, Inc., WestAir Commuter 31, 1991, Commission File No. 33-24316,
Airlines, Inc. and Atlantic Coast incorporated herein by reference
Airlines, Inc., relating to the sale of the
Atlantic Coast division of WestAir Commuter
Airlines, Inc.
</TABLE>
56
<PAGE> 57
<TABLE>
<S> <C> <C>
10.65 Agreement of Purchase and Sales of Assets Filed as Exhibit 10.90 to Mesa Airlines, Inc.
by and among Crown Airways, Inc., Phillip R. Form 10-K for the year ended September 30,
Burnaman, A. J. Beiga and Mesa Airlines, 1994, Commission File No. 0-15495
Inc., dated as of December 16, 1993
10.66 Supplemental Agreement No. 9/03/94 Filed as Exhibit 10.66 to Mesa Airlines, Inc.
Beechcraft 1900 D Airliner Acquisition Form 10-K for the year ended September 30,
Master Agreement between Mesa Airlines, 1994, Commission File No. 0-15495
Inc., Beech Aircraft Corporation and Beech
Acceptance Corporation, Inc., dated as of
September 23, 1994
10.67 Form of Lease Agreement between Beech Filed as Exhibit 10.67 to Mesa Airlines, Inc.
Acceptance Corporation, Inc. and Mesa Form 10-K for the year ended September 30,
Airlines, Inc., negotiated September 30, 1994, Commission File No. 0-15495
1994 for all prospective 1900 D Airliner
leases.
10.68 Asset Purchase Agreement dated July 29, Filed as Exhibit 10.68 to Mesa Airlines, Inc.
1994 among Pennsylvania Commuter Airlines, Form 10-K for the year ended September 30,
Inc., d.b.a. Allegheny Commuter Airlines, US 1994, Commission File No. 0-15495
Airways Leasing and Services, Inc., and Mesa
Airlines, Inc.
10.69 Letter Agreement in Principle dated as of Filed as Exhibit 10.69 to Mesa Airlines, Inc.
October 16, 1994 among Air Wisconsin, Form 10-K for the year ended September 30,
Inc., United Air Lines Inc. and Mesa Airlines, 1994, Commission File No. 0-15495
Inc. (Certain portions deleted pursuant to
request for confidential treatment)
(Referred to erroneously as Exhibit 10.94
in letter asking for confidential treatment
to Securities and Exchange Commission dated
12-23-94 from Chapman & Cutler)
10.70 Subscription Agreement between AmWest Filed as Exhibit 10.70 to Mesa Airlines, Inc.
Partners, L.P. and Mesa Airlines, Inc. Form 10-K for the year ended September 30,
dated as of June 28, 1994 1994, Commission File No. 0-15495
10.71 Omnibus Agreement Filed as Exhibit 10.71 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.72 Aircraft Purchase and Sale Agreement Filed as Exhibit 10.72 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.73 Expendable and Rotable Spare Parts and Filed as Exhibit 10.73 to Mesa Air Group, Inc.
Sale Agreement Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.74 United Express Agreement Amendment Filed as Exhibit 10.74 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.75 Side Letter Agreement Filed as Exhibit 10.75 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.76 First Amendment to Omnibus Agreement Filed as Exhibit 10.76 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.77 Operating Lease Agreement Filed as Exhibit 10.77 to Mesa Air Group, Inc.
</TABLE>
57
<PAGE> 58
<TABLE>
<S> <C> <C>
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.78 Item 3. Legal Proceedings - Form 10-K Filed as Exhibit 10.78 to Mesa Air Group, Inc.
dated September 30, 1994 Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.79 Purchase Agreement B95-7701-PA-200 between Filed as Exhibit 10.79 to Mesa Air Group, Inc.
Bombardier Inc. and Mesa Airlines, Inc. Form 10-Q for the quarter ended March 31, 1995,
Commission File No. 0-15495
10.81 Letter of Understanding between Mesa Air Filed as Exhibit 10.81 to Mesa Air Group, Inc.
Group, Inc. and Raytheon Aircraft Company Form 10-Q for the quarter ended March 31, 1996,
(RAC) dated April 12, 1996. Commission File No. 0-15495
10.82 Supplemental Agreement No. 05/22/96, Filed as Exhibit 10.82 to Mesa Air Group, Inc.
Beechcraft 1900D Airliner Acquisition Form 10-Q for the quarter ended March 31, 1997,
Master Agreement between Mesa Air Group, Inc., Commission File No. 0-15495
Raytheon Aircraft Company and Raytheon
Aircraft Credit Corporation
10.83 Bombardier Regional Aircraft Division Filed as Exhibit 10.83 to Mesa Air Group, Inc.
Purchase Agreement CRJ-0351 between Form 10-Q for the quarter ended December 31,
Bombardier Inc. and Mesa Air Group, Inc. 1996, Commission File No. 0-15495
10.84 Aircraft Option Exercise Filed as Exhibit 10.84 to Mesa Air Group, Inc.
B97-7701-RJTL-3492L dated as of August 15, Form 10-Q for the quarter ended December 31,
1997 between Mesa Air Group, Inc. and 1997, Commission File No. 0-15495
Bombardier Inc. (Request for confidential
treatment submitted to SEC.)
10.85 Bombardier Regional Aircraft Division Filed as Exhibit 10.85 to Mesa Air Group, Inc.
Settlement Agreement B97-7701-RJTL-3493L Form 10-Q for the quarter ended December 31,
dated as of August 15, 1997 between Mesa 1997, Commission File No. 0-15495
Air Group, Inc. and Bombardier Inc.
(Request for confidential treatment
submitted to SEC.)
10.86 Service Agreement dated as of November 11, Filed as Exhibit 10.86 to Mesa Air Group, Inc.
1997 between Mesa Airlines, Inc. and US Form 10-Q for the quarter ended December 31,
Airways, Inc. (Request for confidential 1997, Commission File No. 0-15495
treatment submitted to SEC.)
10.87 Letter Agreement dated as of March 26, Filed as Exhibit 10.86 to Mesa Air Group,
1998 between Mesa Airlines, Inc. and Inc. Form 10-Q for the quarter ended March
America West Airlines, Inc. (Request for 31, 1997, Commission File No. 0-15495.
confidential treatment submitted to SEC.)
10.88 Employment Agreement dated as of March Filed as Exhibit 10.86 to Mesa Air Group,
13, 1998, between Mesa Air Group, Inc. Inc. Form 10-Q for the quarter ended March
and Jonathan G. Ornstein 31, 1997, Commission File No. 0-15495.
10.89 Form of Employment Agreement dated as of Filed as Exhibit 10.86 to Mesa Air Group,
January 5, 1998 entered into by and Inc. Form 10-Q for the quarter ended March
between Mesa Air Group, Inc. and Gary E. 31, 1997, Commission File No. 0-15495.
Risley, W. Stephen Jackson, J. Clark
Stevens and various other officers of
Mesa and its subsidiaries
10.90 Letter Agreement dated as of February 4, Filed as Exhibit 10.86 to Mesa Air Group,
1998 between Mesa Air Group, Inc. and Inc. Form 10-Q for the quarter ended March
Larry L. Risley 31, 1997, Commission File No. 0-15495.
10.91 Letter of Intent between Mesa Air Group, Filed herewith
Inc. and CCAIR, Inc. dated August 27, 1998
23.1 Independent Auditors' Consent of KPMG Peat Filed herewith
</TABLE>
58
<PAGE> 59
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MESA AIR GROUP, INC.
By: /s/ Jonathan G. Ornstein
-------------------
Jonathan G. Ornstein
President and Chief Executive Officer
By: /s/ Blaine M. Jones
----------------------
Blaine M. Jones
Chief Financial Officer and Treasure
Dated: March 9, 1999 (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Paul R. Madden Chairman of the Board and Director March 9, 1999
------------------
Paul R. Madden
/s/ James E. Swigart Vice Chairman of the Board and March 9, 1999
--------------------
James E. Swigart Director
/s/ Jonathan G. Ornstein Chief Executive Officer and Director March 9, 1999
------------------------
Jonathan G. Ornstein
/s/ Blaine M. Jones Chief Financial Officer and Treasurer March 9, 1999
-------------------
Blaine M. Jones
/s/ Daniel J. Altobello Director March 9, 1999
-----------------------
Daniel j. Altobello
/s/ Jack Braly Director March 9, 1999
--------------
Jack Braly
/s/ Herbert A. Denton Director March 9, 1999
---------------------
Herbert A. Denton
/s/ Ronald R. Fogleman Director March 9 1999
----------------------
Ronald R. Fogleman
/s/ Maurice A. Parker Director March 9, 1999
---------------------
Maurice A. Parker
/s/Larry L. Risley Chairman Emeritus of the Board and March 9, 1999
------------------
Larry L. Risley Director
</TABLE>
59
<PAGE> 60
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
------ ----------- ---------
<S> <C> <C>
2.1 Plan and Agreement of Merger of Mesa Air Filed as Exhibit 2.1 to Registrant's Form 10-K for
Group, Inc. into Mesa Holding, Inc. dated the fiscal year ended September 30, 1996,
September 16, 1996 incorporated herein by reference
3.1 Articles of Incorporation of Mesa Air Filed as Exhibit 3.1 to Registrant's Form
Holdings, Inc. dated May 28, 1996 10-K for the fiscal year ended September 30, 1996,
incorporated herein by reference
3.2 Bylaws of Mesa Air Group, Inc., as amended Filed as Exhibit 3.2 to Registrant's Form 10-K for
the fiscal year ended September 30, 1996,
incorporated herein by reference
4.1 Form of Common Stock certificate Filed as Exhibit 4.5 to Amendment No. 1 to
Registrant's Form S-18, Registration
No.33-11765 filed March 6, 1987,
incorporated herein by reference
4.2 Form of Common Stock certificate (issued Filed as Exhibit 4.8 to Form S-1,
after November 12, 1990) Registration No. 33-35556 effective December 6, 1990,
</TABLE>
<PAGE> 61
<TABLE>
<S> <C> <C>
incorporated herein by reference
4.8 Form of Employee Non-Incentive Stock Filed as Exhibit 4.12 to Registrant's Form
Option Plan, dated as of June 2, 1992 10-K for the fiscal year ended September 30, 1992,
Commission File No. 33-15495, incorporated herein
by reference
4.9 Form of Non-Incentive Stock Option issued Filed as Exhibit 4.13 to Registrant's Form under 10-K for
Mesa Airlines, Inc. Employee Non-Incentive the fiscal year ended September 30, 1992,
Stock Option Plan, dated as of June 2, Commission File No. 33-15495, incorporated 1992 herein
by reference
4.10 Form of Mesa Airlines, Inc. Outside Filed as Exhibits 4.1, 4.2 and 4.3 to
Directors Stock Option Plan, dated as of Registration No. 33-09395 effective August 1,
March 9, 1993 1996
4.11 Form of Stock Option issued under Mesa Filed as Exhibit 4.4 to Registration No.
Airlines, Inc. Outside Director's Stock 33-09395 effective August 1, 1996
Option Plan, dated as of March 9, 1993
4.12 Form of Mesa Airlines, Inc. Additional Filed as Exhibit 4.5 to Registration No.
Outside Directors Stock Option Plan dated 33-09395 effective August 1, 1996
as of December 9, 1994
4.13 Form of Non-Qualified Stock Option Issued Filed as Exhibit 4.6 to Registration No.
Under Mesa Airlines, Inc. Additional 33-09395 effective August 1, 1996
Outside Directors' Stock Option Plan
4.14 Form of Mesa Air Group, Inc. Restated and Filed as Exhibit 4.1 to Registration No.
Amended Employee Stock Option Plan dated 33-02791 effective April 24, 1996
April 23, 1996
4.15 Form of Non-Qualified Stock Option issued Filed as Exhibit 4.2 to Registration No.
under Mesa Air Group, Inc. Restated and 33-02791 effective April 24, 1996
Amended Employee Stock Option Plan dated
April 23, 1996
4.16 Form of Qualified Stock Option issued Filed as Exhibit 4.3 to Registration No.
under Mesa Air Group, Inc. Restated and 33-02791 effective April 24, 1996
Amended Employee Stock Option Plan dated
April 23, 1996
10.17 Agreement between Beech Aircraft Filed as Exhibit 10.30 to Form S-1,
Corporation and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated April 30, 1990 December 6, 1990,
incorporated herein by reference
10.18 Sublease Agreement between Air Midwest, Filed as Exhibit 10.32.1 to Form S-1,
Inc. and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated April 27, 1990 for December 6, 1990, incorporated
Embraer Brasilia aircraft 120.180 herein by reference
10.20 Agreement between Air Midwest, Inc. and Filed as Exhibit 10.32.3 to Form S-1,
Mesa Airlines, Inc., dated February 27, 1990, Registration No. 33-35556 effective
for purchase of four December 6, 1990, incorporated
Embraer Brasilia aircraft herein by reference
10.21 Letter Agreement between McDonnell Douglas Filed as Exhibit 10.32.4 to Form S-1,
Finance Corporation, Air Midwest, Inc. and Registration No. 33-35556 effective
Mesa Airlines, Inc., dated March 19, 1990, December 6, 1990, incorporated herein by reference
as amended, regarding lease and sublease
of four Embraer Brasilia aircraft
10.22 Sublease Agreement between Air Midwest Filed as Exhibit 10.32.5 to Form S-1,
Inc. and Mesa Airlines, Inc., Registration No. 33-35556 effective
dated July 26, 1990, for Embraer December 6, 1990, incorporated
Brasilia aircraft 120.193 herein by reference
</TABLE>
<PAGE> 62
<TABLE>
<S> <C> <C>
10.23 Lease Agreement between McDonnell Douglas Filed as Exhibit 10.32.6 to Form S-1,
Finance Corporation and Mesa Airlines, Registration No. 33-35556 effective
Inc., dated July 26, 1990, for Embraer December 6, 1990, incorporated herein
Brasilia aircraft 120.193 by reference
10.24 Sublease Agreement between Air Midwest Filed as Exhibit 10.32.7 to Form S-1,
Inc.and Mesa Airlines, Inc., dated September Registration No. 33-35556 effective
26, 1990, for Embraer Brasilia aircraft December 6, 1990, incorporated herein by reference
120.203
10.25 Lease Agreement between McDonnell Douglas Filed as Exhibit 10.32.8 to Form S-1,
Finance Corporation and Mesa Airlines, Registration No. 33-35556 effective
Inc., dated September 26, 1990, for Embraer December 6, 1990, incorporated herein by reference
Brasilia aircraft 120.203
10.27 Expanded Partner Agreement between United Filed as Exhibit 19.3 to Registrant's Form 10-Q
Air Lines, Inc., and Mesa Airlines, Inc., for the quarterly period ended June 30, 1990,
dated February 15, 1990 Commission File No. 0-15495, incorporated
herein by reference
10.29 Form of Directors' and Officers' Filed as Exhibit 10.41 to Form S-1,
Indemnification Agreement Registration No. 33-35556 effective
December 6, 1990, incorporated herein by reference
10.31 Agreement Relating to the Settlement of Filed as Exhibit 10.45 to Form S-1,
Interline Accounts through Airlines Registration No. 33-35556 effective December 6,
Clearing House, Inc., between Airlines 1990, incorporated herein by reference
Clearing House, Inc. and Mesa Airlines,
Inc., dated September 2, 1981
10.32 Agreement between Beech Aircraft Filed as Exhibit 10.42 to Form 10-K for
Corporation and Mesa Airlines, Inc., fiscal year ended September 30, 1991,
dated September 18,1991 Commission File No. 0-15495, incorporated
herein by reference
10.33 Agreement between US Airways, Inc. and Air Filed as Exhibit 10.43 to Form 10-K for
Midwest, Inc. fiscal year ended September 30, 1991, Commission
File No. 0-15495, incorporated herein by
reference
10.34 Agreement between US Airways, Inc. and Filed as Exhibit 10.44 to Form 10-K for
Florida Gulf Airlines, Inc. fiscal year ended September 30, 1991, Commission
File No. 0-15495, incorporated herein by
reference
10.35 Sublease agreement between Trans States Filed as Exhibit 10.45 to Form 10-K for
Airlines, Inc. and Air Midwest, Inc. fiscal year ended September 30, 1992, Commission
File No. 0-15495, incorporated herein by
reference
10.37 Agreement between Beech Aircraft Filed as Exhibit 10.47 to Form 10-K for
Corporation, Beech Acceptance Corporation, fiscal year ended September 30, 1992, Commission
Inc. and Mesa Airlines, Inc., dated August File No. 0-15495, incorporated herein by
21, 1992 reference
10.38 Agreement between America West Airlines, Filed as Exhibit 10.48 to Form 10-K for
Inc. and Mesa Airlines, Inc. fiscal year ended September 30, 1992, Commission
File No. 0-15495, incorporated herein by
reference
10.39 Agreement between United Air Lines, Inc. Filed as Exhibit 10.49 to Form 10-K for
and WestAir Commuter Airlines, fiscal year ended September 30, 1992,
Inc. (WestAir) Commission File No. 0-15495, incorporated herein by
reference
10.40 Plan and Agreement to Merge between Mesa Filed as Exhibit A to Form S-4 Registration No.
Airlines, Inc., Mesa Acquisition 33-45638, effective April 17, 1992,
Corporation and WestAir incorporated herein by reference
Holding, Inc., dated February 7, 1992.
</TABLE>
<PAGE> 63
<TABLE>
<S> <C> <C>
10.41 Certificate of Public Convenience and Filed as Exhibit 10.1(a) to WestAir Holding,
Necessity for WestAir Commuter Airlines, Inc.'s Registration Statement on Form S-1,
Inc. Commission File No. 33-24316, incorporated
herein by reference
10.42 Air Carrier Operating Certificate for Filed as Exhibit 10. to WestAir Holding,
WestAir Inc.'s Registration Statement on Form S-1,
Commission File No. 33-24316, incorporated herein by
reference
10.46 Original Agreement to Lease dated as of Filed as Exhibit 10.44 to WestAir Holding,
April 27, 1987 between NPA, Inc. ("NPA") Inc.'s Registration Statement on Form S-1,
and British Aerospace, Inc. ("BAE") with a Commission File No. 33-24316, incorporated
Letter to FG Holdings, Inc. ("FGH") dated herein by reference
March 11, 1988 and Amendment No. 1 to
Agreement to Lease dated as of March 3,
1988 between BAE and FGH
10.47 Side Letter Agreement to NPA from JACO Filed as Exhibit 10.48 to WestAir Holding,
dated June 4, 1987 Inc.'s Registration Statement on Form S-1,
Commission File No. 33-24316, incorporated
herein by reference
10.49 Employment Agreement dated as of September Filed as Exhibit 10.51(b) to WestAir Holding,
1, 1988 between WestAir and Maurice J. Inc.'s Registration Statement on Form S-1,
Gallagher Jr. Commission File No. 33-24316, incorporated
herein by reference
10.50 Aviation Land and Building Lease and Filed as Exhibit 10.164 to the Pre-effective
Agreement between City of Fresno, Amendment No. 1, filed October 19, 1988, to
California and WestAir dated January 7, 1986 WestAir Holding, Inc.'s Registration Statement
on Form S-1, Commission File No. 33-24316,
incorporated herein by reference
10.51 Airport Operating Permit between Airport Filed as Exhibit 10.67 to WestAir Holding,
Commission of City and County of San Inc.'s Registration Statement on Form S-1,
Francisco and WestAir Commission File No. 33-24316, incorporated
herein by reference
10.58 Promissory Note to Textron for spare parts Filed as Exhibit 10.80 to WestAir Holding,
as executed by WestAir, dated December 30, Inc.'s Form 10-K dated December 31, 1988,
1988 Commission File No. 33-24316, incorporated
herein by reference
10.59 Agreement to lease Jetstream model 3101 Filed as Exhibit 2.1 to WestAir Holding, Inc.'s
aircraft and Jetstream model 3201 Form 8-K filed June 8, 1989, Commission
aircraft File between BAE and WestAir, No. 33-24316,incorporated herein by reference
dated May 11, 1989
10.60 Amendment to Agreement to Lease dated May Filed as Exhibit 10.38 to WestAir Holding,
11, 1989 between WestAir and BAE, dated Inc.'s Form 10-K for the year ended December
February 15, 1990 31, 1989, Commission File No. 33-24316,
incorporated herein by reference
10.61 Amended and Restated Stock Purchase Filed as Exhibit 10.42(a) to WestAir Holding,
Agreement, dated September 30, 1991 among Inc.'s Form 10-K for the year ended December
WestAir Holding, Inc., WestAir Commuter 31, 1991, Commission File No. 33-24316,
Airlines, Inc. and Atlantic Coast incorporated herein by reference
Airlines, Inc., relating to the sale of the
Atlantic Coast division of WestAir Commuter
Airlines, Inc.
</TABLE>
<PAGE> 64
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10.65 Agreement of Purchase and Sales of Assets Filed as Exhibit 10.90 to Mesa Airlines, Inc.
by and among Crown Airways, Inc., Phillip R. Form 10-K for the year ended September 30,
Burnaman, A. J. Beiga and Mesa Airlines, 1994, Commission File No. 0-15495
Inc., dated as of December 16, 1993
10.66 Supplemental Agreement No. 9/03/94 Filed as Exhibit 10.66 to Mesa Airlines, Inc.
Beechcraft 1900 D Airliner Acquisition Form 10-K for the year ended September 30,
Master Agreement between Mesa Airlines, 1994, Commission File No. 0-15495
Inc., Beech Aircraft Corporation and Beech
Acceptance Corporation, Inc., dated as of
September 23, 1994
10.67 Form of Lease Agreement between Beech Filed as Exhibit 10.67 to Mesa Airlines, Inc.
Acceptance Corporation, Inc. and Mesa Form 10-K for the year ended September 30,
Airlines, Inc., negotiated September 30, 1994, Commission File No. 0-15495
1994 for all prospective 1900 D Airliner
leases.
10.68 Asset Purchase Agreement dated July 29, Filed as Exhibit 10.68 to Mesa Airlines, Inc.
1994 among Pennsylvania Commuter Airlines, Form 10-K for the year ended September 30,
Inc., d.b.a. Allegheny Commuter Airlines, US 1994, Commission File No. 0-15495
Airways Leasing and Services, Inc., and Mesa
Airlines, Inc.
10.69 Letter Agreement in Principle dated as of Filed as Exhibit 10.69 to Mesa Airlines, Inc.
October 16, 1994 among Air Wisconsin, Form 10-K for the year ended September 30,
Inc., United Air Lines Inc. and Mesa Airlines, 1994, Commission File No. 0-15495
Inc. (Certain portions deleted pursuant to
request for confidential treatment)
(Referred to erroneously as Exhibit 10.94
in letter asking for confidential treatment
to Securities and Exchange Commission dated
12-23-94 from Chapman & Cutler)
10.70 Subscription Agreement between AmWest Filed as Exhibit 10.70 to Mesa Airlines, Inc.
Partners, L.P. and Mesa Airlines, Inc. Form 10-K for the year ended September 30,
dated as of June 28, 1994 1994, Commission File No. 0-15495
10.71 Omnibus Agreement Filed as Exhibit 10.71 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.72 Aircraft Purchase and Sale Agreement Filed as Exhibit 10.72 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.73 Expendable and Rotable Spare Parts and Filed as Exhibit 10.73 to Mesa Air Group, Inc.
Sale Agreement Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.74 United Express Agreement Amendment Filed as Exhibit 10.74 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.75 Side Letter Agreement Filed as Exhibit 10.75 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.76 First Amendment to Omnibus Agreement Filed as Exhibit 10.76 to Mesa Air Group, Inc.
Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.77 Operating Lease Agreement Filed as Exhibit 10.77 to Mesa Air Group, Inc.
</TABLE>
<PAGE> 65
<TABLE>
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Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.78 Item 3. Legal Proceedings - Form 10-K Filed as Exhibit 10.78 to Mesa Air Group, Inc.
dated September 30, 1994 Form 10-Q for the quarter ended December 31,
1994, Commission File No. 0-15495
10.79 Purchase Agreement B95-7701-PA-200 between Filed as Exhibit 10.79 to Mesa Air Group, Inc.
Bombardier Inc. and Mesa Airlines, Inc. Form 10-Q for the quarter ended March 31, 1995,
Commission File No. 0-15495
10.81 Letter of Understanding between Mesa Air Filed as Exhibit 10.81 to Mesa Air Group, Inc.
Group, Inc. and Raytheon Aircraft Company Form 10-Q for the quarter ended March 31, 1996,
(RAC) dated April 12, 1996. Commission File No. 0-15495
10.82 Supplemental Agreement No. 05/22/96, Filed as Exhibit 10.82 to Mesa Air Group, Inc.
Beechcraft 1900D Airliner Acquisition Form 10-Q for the quarter ended March 31, 1997,
Master Agreement between Mesa Air Group, Inc., Commission File No. 0-15495
Raytheon Aircraft Company and Raytheon
Aircraft Credit Corporation
10.83 Bombardier Regional Aircraft Division Filed as Exhibit 10.83 to Mesa Air Group, Inc.
Purchase Agreement CRJ-0351 between Form 10-Q for the quarter ended December 31,
Bombardier Inc. and Mesa Air Group, Inc. 1996, Commission File No. 0-15495
10.84 Aircraft Option Exercise Filed as Exhibit 10.84 to Mesa Air Group, Inc.
B97-7701-RJTL-3492L dated as of August 15, Form 10-Q for the quarter ended December 31,
1997 between Mesa Air Group, Inc. and 1997, Commission File No. 0-15495
Bombardier Inc. (Request for confidential
treatment submitted to SEC.)
10.85 Bombardier Regional Aircraft Division Filed as Exhibit 10.85 to Mesa Air Group, Inc.
Settlement Agreement B97-7701-RJTL-3493L Form 10-Q for the quarter ended December 31,
dated as of August 15, 1997 between Mesa 1997, Commission File No. 0-15495
Air Group, Inc. and Bombardier Inc.
(Request for confidential treatment
submitted to SEC.)
10.86 Service Agreement dated as of November 11, Filed as Exhibit 10.86 to Mesa Air Group, Inc.
1997 between Mesa Airlines, Inc. and US Form 10-Q for the quarter ended December 31,
Airways, Inc. (Request for confidential 1997, Commission File No. 0-15495
treatment submitted to SEC.)
10.87 Letter Agreement dated as of March 26, Filed as Exhibit 10.86 to Mesa Air Group,
1998 between Mesa Airlines, Inc. and Inc. Form 10-Q for the quarter ended March
America West Airlines, Inc. (Request for 31, 1997, Commission File No. 0-15495.
confidential treatment submitted to SEC.)
10.88 Employment Agreement dated as of March Filed as Exhibit 10.86 to Mesa Air Group,
13, 1998, between Mesa Air Group, Inc. Inc. Form 10-Q for the quarter ended March
and Jonathan G. Ornstein 31, 1997, Commission File No. 0-15495.
10.89 Form of Employment Agreement dated as of Filed as Exhibit 10.86 to Mesa Air Group,
January 5, 1998 entered into by and Inc. Form 10-Q for the quarter ended March
between Mesa Air Group, Inc. and Gary E. 31, 1997, Commission File No. 0-15495.
Risley, W. Stephen Jackson, J. Clark
Stevens and various other officers of
Mesa and its subsidiaries
10.90 Letter Agreement dated as of February 4, Filed as Exhibit 10.86 to Mesa Air Group,
1998 between Mesa Air Group, Inc. and Inc. Form 10-Q for the quarter ended March
Larry L. Risley 31, 1997, Commission File No. 0-15495.
10.91 Letter of Intent between Mesa Air Group, Filed herewith
Inc. and CCAIR, Inc. dated August 27, 1998
23.1 Independent Auditors' Consent of KPMG Peat Filed herewith
</TABLE>
<PAGE> 1
Exhibit 10.91
August 27, 1998
Mr. Kenneth W. Gann
Chief Executive Officer
CCAIR, Inc.
4700 Yorkmont Road, Second Floor
Charlotte, North Carolina 28208
RE: PROPOSED MERGER
Dear Ken:
As you are aware, representatives of our companies have recently discussed
a possible combination of our two organizations. We at Mesa Air Group, Inc.
("Mesa") believe such a combination provides exciting opportunities for both
companies and that now is the time to proceed to a more specific proposal. This
letter describes an attractive proposal to CCAIR, Inc., (the "Company") at a
greater than 20% premium to your recent trading price. The principal terms of
such proposal are set forth below. In this letter, (i) Mesa and the Company are
sometimes called the "Parties" and (ii) the possible business combination
described herein is sometimes called the "Possible Merger."
PART ONE
The Parties wish to commence due diligence leading to the negotiation of a
definitive written agreement providing for the Possible Merger (a "Definitive
Agreement"). The execution of any such Definitive Agreement would be subject to
the satisfactory completion of each party's due diligence investigation of the
other party, and would also be subject to approval by each party's board of
directors.
Based on the information currently known to the Parties, it proposed that
the Definitive Agreement include the following terms:
<PAGE> 2
1. Business Combination. Mesa would merge a wholly-owned subsidiary to be
formed (the "Acquisition Sub") with and into the Company. As a result of the
transaction, the Company would become a wholly-owned subsidiary of Mesa.
2. Consideration. Mesa would issue .72 shares of newly-issued Mesa common
stock for each share of outstanding Company common stock owned by Company common
shareholders. Based upon recent trading prices of approximately $7.50 per share
and $4.50 per share of the common stock of Mesa and the Company, respectively,
the exchange ratio stated above represents a value to the Company's shareholders
of approximately $5.40 per common share, a greater than 20% premium to the
Company's recent trading price. Accordingly, Mesa would issue a total of
approximately 6,068,000 common shares (on a primary-share basis) in connection
with the transaction representing a transaction value of approximately
$45,500,000. The final exchange ratio would be based upon the average closing
trading price for Mesa's common stock for the ten trading day period preceding
the second trading date prior to the consummation of the Possible Merger. In the
event such average is between $5.50 per share and $9.50 per share, the exchange
ratio would be adjusted so that the value per share of Company common stock
based on such adjusted ratio would equal $5.40. In the event such average is
$9.50 per share or greater, the adjusted exchange ratio would be fixed at .568.
In the event such average is $5.50 per share or less, the adjusted exchange
ratio would be fixed at .982.
3. Tax Treatment. The Parties intend to structure the Possible Merger as a
tax-free reorganization under the Internal Revenue Code.
4. Accounting Treatment. The Parties intend for the Possible Merger to be
structured to enable Mesa to account for the transaction as a
"pooling-of-interests" under generally accepted accounting principles and
applicable accounting rules of the Securities and Exchange Commission (the
"Commission").
5. Joint Proxy Statement/Registration Statement. The Parties intend to file
and effect a Joint Proxy Statement/Registration Statement on Form S-4 with the
Commission pertaining to Mesa's issuance of its common stock to the Company's
common shareholders and to the vote on the Proposed Merger by the common
shareholders of the Company and, as applicable, Mesa.
6. Executive Retention Agreements. Upon consummation of the Proposed
Merger, Mesa will cause the Company to enter into retention agreements with
certain key executives of the Company as determined by Mesa on terms to be
established.
7. Other Terms and Conditions. The Company and Mesa would make appropriate
representations and warranties, and would provide appropriate covenants,
indemnities, share escrows and other protections.
Consummation of the contemplated transactions by each Party would be
subject to the satisfaction of various conditions, including, but not limited
to, (i) completion of customary due diligence by each Party and its
representatives, (ii) completion and mutual approval of all documents related
to the Possible Merger, (iii) the approval by the shareholders of the Company
and, as applicable, Mesa, (iv) compliance with all applicable regulatory
consents, approvals and other requirements, including, without limitation,
termination or expiration of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (v) receipt of consents
from applicable airlines under existing code share agreements and other
applicable third party consents, (vi) receipt by each Party's board of directors
of a favorable fairness opinion concerning the transaction from an investment
banking firm selected by such board, (vii) dissenting votes to the Possible
Merger by the Company's shareholders only within a range deemed acceptable to
Mesa, (viii) the waiver of certain provisions pertaining to indebtedness owing
by the Company and agreements to which the Company is a party.
<PAGE> 3
and (ix) no material adverse change in either party's business or prospects
prior to consummation of the transactions contemplated by the Definitive
Agreement.
PART TWO
The following paragraphs of this letter (the "Binding Provisions") are the
legally binding and enforceable agreements of Mesa and the Company.
1. Access. During the period from the date this letter is signed by the
Company (the "Signing Date") until the date on which either Party provides the
other Party with written notice that negotiations toward a Definitive Agreement
are terminated (the "Termination Date"), each party will afford the other full
and free access to the Company, its personnel, properties, contracts, books and
records, and all other documents and data.
2. Exclusive Dealing. Until the earlier of (i) ninety (90) days after
the Signing Date or (ii) the Termination Date:
(a) Each party will immediately notify the other party regarding any
contact between it or its officers, directors, shareholders,
representatives or agents, and any other person regarding any such offer or
proposal or any related inquiry.
3. Termination. This agreement shall be terminable at will by either
party by written notice provided the other party at any time. This agreement
shall automatically terminate if no definitive agreement for a transaction
between the two parties has been executed on or before the 90th day after the
date of this letter.
4. Conduct of Business. During the period from the Signing Date until
the Termination Date, each party shall operate its business in the ordinary
course and notify the other party of any extraordinary transactions, including,
but not limited to, transactions involving the Company's common stock or other
securities.
5. Confidentiality. Except as and to the extent contemplated by
Paragraph 6 of this Part II or as otherwise required by law, neither party will
disclose or use, and will direct its representatives not to disclose or use to
the detriment of the other party, any Confidential Information (as defined
below) furnished, or to be furnished, by the other party or its representatives
at any time or in any manner other than in connection with its evaluation of
the transaction proposed in this letter. For purposes of this Paragraph 5,
"Confidential Information" means any information stamped "confidential" or
identified in writing as confidential by the furnishing party before or
promptly following its furnishing, unless (a) such information is already known
to the other party or its representatives or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of the other party or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Possible Merger, or (c) the
<PAGE> 4
furnishing or use of such information is required by or necessary or
appropriate in connection with legal proceedings. Upon the written request each
party will promptly return to the other party or destroy any Confidential
Information in its possession and certify in writing to the other party that it
has done so.
6. Disclosure. Upon the Parties' execution of this letter, each
anticipates issuing a press release in a form previously provided to and
approved by the other announcing the Possible Merger at a premium to the
Company's current market price. Except for the preceding sentence and except as
and to the extent required by law, without the prior written consent of the
other Party, neither Mesa nor the Company will, and each will direct its
representatives not to make, directly or indirectly, any public comment,
statement, or communication with respect to, or otherwise to disclose or to
permit the disclosure of the existence of discussions regarding, a possible
transaction between the Parties or any of the terms, conditions, or other
aspects of the transaction proposed in this letter. If a Party is required by
law to make any such disclosure, it must first provide to the other Party the
content of the proposed disclosure, the reasons that such disclosure is
required by law, and the time and place that the disclosure will be made.
7. Costs. Each of Mesa and the Company will be responsible for and bear
all of its own costs and expenses (including any broker's or finder's fees and
the expenses of its representatives) incurred at any time in connection with
pursuing or consummating the Possible Merger. Each party represents that as of
the date hereof, there is no broker or finder known to either party to be
entitled to a commission, finders fee, or investment banking fees in connection
with the consummation of a merger between the companies.
8. Entire Agreement. This letter constitutes the entire agreement
between the Parties, and supersedes all prior oral or written agreements,
understandings, representations and warranties, and courses of conduct and
dealing between the parties on the subject matter hereof. The Binding
Provisions may be amended or modified only by a writing executed by all of the
Parties.
9. Governing Law. The Binding Provisions will be governed by and
construed under the laws of the State of New York without regard to conflicts
of laws principles.
10. Survival. Paragraphs 1 and 4 of this Part Two shall expire on the
Termination Date. Paragraphs 2, 5, 6, 7, 8, 9, 10, 11 and 12 of this Part Two
shall survive the Termination Date.
11. Counterparts. This letter may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
letter and all of which, when taken together, will be deemed to constitute one
and the same agreement.
<PAGE> 5
12. No Liability. The paragraphs and provisions of Part One of this letter
do not constitute and will not give rise to any legally binding obligation on
the part of any of the Parties. Moreover, except as expressly provided in the
Binding Provisions (or as expressly provided in any binding written agreement
that the Parties may enter into in the future), no past or future action, course
of conduct, or failure to act relating to the Possible Merger, or relating to
the negotiation of the terms of the Possible Merger or any Definitive Agreement,
will give rise to or serve as a basis for any obligation or other liability on
the part of the Parties.
If you are in agreement with the foregoing, please sign and return one
copy of this letter agreement, which thereupon will constitute our agreement
with respect to its subject matter.
Very truly yours,
MESA AIR GROUP, INC.
By: /s/ Blaine M. Jones
-------------------
Name: Blaine M. Jones
Title: CFO
Duly executed and agreed as to the Binding Provisions on August 27, 1998.
CCAIR, INC.
By: /s/ Kenneth W. Gann
------------------
Kenneth W. Gann
Chief Executive Officer
cc: Members of the Board of Directors, Mesa Air Group, Inc.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Mesa Air Group, Inc.:
We consent to incorporation by reference, in the Registration Statements (Nos.
333-09395 and 333-02791) on Form S-8 of Mesa Air Group, Inc. of our report dated
January 7, 1999, relating to the consolidated balance sheets of Mesa Air Group,
Inc. and subsidiaries as of September 30, 1998 and 1997, and the related
consolidated statements of operations, cash flows and stockholders' equity for
each of the years in the three-year period ended September 30, 1998, which
report appears in the September 30, 1998 annual report on Form 10-K/A of Mesa
Air Group, Inc.
Phoenix, Arizona
March 9, 1999
2
