UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-17895
MESABA HOLDINGS, INC.
---------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1616499
------------------------------ -----------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7501 26th Avenue South
Minneapolis, Minnesota 55450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 726-5151
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01
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, 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 voting stock held by nonaffiliates of
the registrant as of June 6, 1997 was approximately $194,919,000.
As of June 6, 1997, there were 12,781,546 shares of Common Stock of
the registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
For the Years Ended March 31,
1997 1996 1995
-------- -------- --------
OPERATING REVENUES:
Passenger $183,409 $166,900 $142,470
General aviation, freight and other 2,292 3,555 3,430
-------- -------- --------
Total operating revenues 185,701 170,455 145,900
OPERATING EXPENSES:
Wages and benefits 49,850 47,000 40,957
Aircraft fuel 17,850 17,795 15,993
Aircraft maintenance 25,012 19,518 11,539
Aircraft rents 31,242 31,330 32,293
Landing fees 4,770 4,474 4,200
Insurance and taxes 5,307 5,886 4,495
Depreciation and amortization 4,265 4,854 6,086
Other 27,822 27,291 25,978
-------- -------- --------
Total operating expenses 166,118 158,148 141,541
-------- -------- --------
Operating income 19,583 12,307 4,359
NONOPERATING (EXPENSE) INCOME:
Interest expense (511) (1,441) (562)
Interest income and other 1,625 1,761 1,332
Gain on distribution of subsidiary - 49,303 -
-------- -------- --------
Income before income taxes 20,713 61,930 5,129
PROVISION FOR INCOME TAXES 8,727 5,655 2,523
-------- -------- --------
Net income $ 11,986 $ 56,275 $ 2,606
======== ======== ========
NET INCOME PER SHARE $ .93 $ 4.81 $ .29
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING 12,873 11,689 9,113
======== ======== ========
The accompanying notes are an integral part of these consolidated
statements.
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<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(In Thousands)
<TABLE>
<CAPTION>
For the Years Ended March 31,
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 11,986 $ 56,275 $ 2,606
Adjustments to reconcile net income to net
cash provided by operating activities-
Gain on distribution of subsidiary - (49,303) -
Depreciation and amortization 4,265 4,854 6,086
Accrued maintenance, long-term (2,227) (701) (531)
Deferred income taxes (2,228) 293 (139)
Change in current operating items:
Accounts receivable, net (4,090) (1,310) (2,455)
Restricted cash - - (3,765)
Inventories (411) 164 (180)
Prepaid expenses and deposits (280) (4,174) (599)
Accounts payable and accrued liabilities 16,344 10,012 5,553
-------- -------- --------
Net cash flows provided by operating
activities 23,359 16,110 6,576
-------- -------- --------
INVESTING ACTIVITIES:
Acquisition of jet operation - - (2,500)
Purchases of property and equipment, net (3,301) (4,127) (3,564)
(Increase) decrease in other assets (215) - (1,266)
Decrease in other liabilities (4) (4) (17)
-------- -------- --------
Net cash flows used for investing activities( 3,520) (4,131) (7,347)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of debt - 300 -
Distribution of subsidiary - (21,372) -
Distribution of restricted cash of
subsidiary - 3,765 -
Repayment of capital lease obligations ( 434) (322) (503)
Proceeds from issuance of common stock 293 8,748 738
Dividends paid - (521) (1,025)
-------- -------- --------
Net cash flows used for financing activities (141) (9,402) (790)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 19,698 2,577 (1,561)
CASH AND CASH EQUIVALENTS:
Beginning of year 29,428 26,851 28,412
-------- -------- --------
End of year $49,126 $29,428 $26,851
======== ======== ========
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the year for-
Interest $ 511 $ 555 $ 576
======== ======== ========
Income taxes $ 7,948 $ 5,296 $ 2,759
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
MESABA HOLDINGS, INC.
Dated: July 14, 1997 By /s/ John S. Fredericksen
---------------------------
John S. Fredericksen
Vice President, Administration,
General Counsel and Secretary
