UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2000
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
incorporation or organization) Identification No.)
7501 26th Avenue South
Minneapolis, Minnesota 55450
(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.
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of June 5, 2000 was approximately $248,291,000.
As of June 5, 2000, there were 20,268,641 shares of Common Stock of the
registrant issued and outstanding.
Documents Incorporated By Reference
Certain portions of the documents listed below have been incorporated by
reference into the indicated part of this Form 10-K.
Document Incorporated Part of Form 10-K
--------------------- -----------------
Proxy Statement for 2000 Annual Meeting of Shareholders Part III
<PAGE>
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Statements in this Annual Report on Form 10-K under the captions "Business"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations," as well as oral statements that may be made by the Company
or by officers, directors or employees of the Company acting on the
Company's behalf, that are not historical fact may constitute "forward
looking statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such forward looking statements involve factors that
could cause the actual results of the Company to differ materially from
historical results or from any results expressed or implied by such
forward-looking statements. The Company cautions the public not to place
undue reliance on forward-looking statements, which may be based on
assumptions and anticipated events that do not materialize. Factors which
could cause the Company's actual results to differ from forward-looking
statements include material changes in the relationship between the
Company and Northwest Airlines; reductions or interruptions in Northwest
Airlines' air service; changes in regulations affecting the Company,
including DOT and FAA regulations or directives affecting airworthiness of
aircraft; the acquisition and phase-in of a new aircraft; downturns in
economic activity; seasonal factors; and labor relationships, including
labor shortages, slow downs and/or work stoppages associated with the
outcome of contract negotiations between the Company and the Association
of Flight Attendants.
<PAGE>
PART I
Item 1. BUSINESS
Mesaba Holdings, Inc. ("Mesaba Holdings" or the "Company") is the
holding company for Mesaba Aviation, Inc. ("Mesaba"). Mesaba is a regional
airline currently providing scheduled passenger service under the name
"Mesaba Airlines/Northwest Airlink" or "Mesaba Airlines/Northwest Jet
Airlink" to 103 cities and metropolitan areas in 27 states and 3 provinces
of Canada. All flights currently operated by Mesaba are designated as
Northwest Airlines flights under agreements with Northwest Airlines, Inc.
("Northwest"). Mesaba's flight schedules are coordinated with those of
Northwest to facilitate interline connections at the Minneapolis/St. Paul
International Airport, Detroit Metropolitan Airport and the Memphis
International Airport.
AGREEMENTS WITH NORTHWEST
The Company operates as a regional air carrier providing scheduled
jet-prop and air freight service as Mesaba Airlines/Northwest Airlink under
an Airline Services Agreement (the "Airlink Agreement") with Northwest to
84 cities in the Upper Midwest and Canada from Northwest's hub airports in
Minneapolis/St. Paul and Detroit. The Airlink Agreement provides for
exclusive jet-prop rights to designated service areas and extends through
June 30, 2007. Either Northwest or Mesaba has the right to terminate the
Airlink Agreement without cause upon 365 days notice, such notice not to be
given before July 1, 2000.
Mesaba also operates regional jet aircraft under a separate Regional
Jet Services Agreement (the "Jet Agreement"), under which Mesaba operates
Avro RJ85 ("RJ85") regional jets for Northwest. As of June 2000, Mesaba
had taken delivery of all 36 RJ85 aircraft which currently serve 46
cities. The aircraft are subleased from Northwest and are operated as
Northwest Jet Airlink from the Minneapolis/St. Paul, Detroit and Memphis
hubs. Northwest has the right to terminate the Jet Agreement without cause
upon not less than 180 days nor more than 365 days notice, such notice not
to be given before October 25, 2003.
Under the agreements, all flights that Mesaba currently operates are
designated as Northwest flights using Northwest's designator code in all
computer reservations systems, including the Official Airline Guide, with an
asterisk and a footnote indicating that Mesaba is the carrier providing the
service. In addition, flight schedules of Mesaba and Northwest are closely
coordinated to facilitate interline connections, and Mesaba's passenger gate
facilities at the Minneapolis/St. Paul International Airport, Detroit
Metropolitan Airport and Memphis International Airport are integrated with
Northwest's facilities in the main terminal buildings, rather than at the
more remote commuter air terminals. The agreements with Northwest also
permit Mesaba to offer its passengers fares between the cities serviced by
Mesaba and all of the destinations served by Northwest as well as
participation in Northwest's frequent flyer program. Mesaba's jet aircraft
are painted in the colors of Northwest Airlines and the jet-prop aircraft
are painted in a distinctive "Northwest Airlink" configuration, with a
Northwest Airlines logo in addition to Mesaba's name.
Mesaba, through the agreements, receives ticketing and certain
check-in, baggage, freight and aircraft handling services from Northwest at
certain airports. In addition, Mesaba receives its computerized
reservations services from Northwest. Northwest also performs all marketing
schedules, yield management and pricing services for Mesaba's flights.
Mesaba believes that its competitive position is enhanced as a result
of its marketing and other agreements with Northwest, particularly through
the ability of Mesaba to offer its passengers coordinated flight schedules
to the destinations served by Northwest. Loss of Mesaba's affiliation with
Northwest or Northwest's failure to materially perform under the Airlink or
Jet Agreement for any reason would have a material adverse effect on the
Company's operations and financial position.
<PAGE>
ROUTE SYSTEM
The following sets forth certain information with respect to Mesaba's
scheduled route system for June 2000.
Cities served from Minneapolis/St. Paul: Grand Rapids, MN, Brainerd, MN,
Pierre, SD, Sioux Falls, SD, Bemidji, MN, Thief River Falls, MN, Aberdeen,
SD, Wausau, WI, Lincoln, NE, Grand Forks, ND, Watertown, SD, Fargo, ND,
Omaha, NE, Moline, IL, Houghton/Hancock, MI, Marquette, MI, LaCrosse, WI,
Bloomington, IL, Thunder Bay, Ontario, St. Cloud, MN, Escanaba, MI, Ely, MN,
Bismarck, ND, Kalamazoo, MI, Rochester, MN, Kenora, Ontario, Green Bay, WI,
Cincinnati, OH, Traverse City, MI, Waterloo, IA, Mason City, IA, Fort Dodge,
IA, Sioux City, IA, Hibbing, MN, Duluth, MN, Rhinelander, WI, Eau Claire,
WI, Dubuque, IA, Peoria, IL, Rockford, IL, Appleton, WI , International
Falls, MN, Pellston, MI, Cedar Rapids, IA, Regina, Saskatchewan, Aspen, CO,
White Plains, NY, Saginaw, MI, Madison, WI, Rapid City, SD, Flint, MI,
Pittsburgh, PA, St. Louis, MO, Charlotte, NC, Columbus, OH, Dayton, OH.
Cities served from Detroit: Erie, PA, Akron/Canton, OH, Dayton, OH, Flint,
MI, Traverse City, MI, Pellston, MI, Wausau, WI, Houghton/Hancock, MI,
Marquette, MI, Toledo, OH, Muskegon, MI, Columbus, OH, Kalamazoo, MI,
Cincinnati, OH, Lansing, MI, Youngstown, OH, Fort Wayne, IN, Lexington, KY,
Charleston, WV, London, Ontario, Binghamton, NY, Roanoke, VA, Lafayette, IN,
Bloomington, IL, South Bend, IN, Louisville, KY, Escanaba, MI, Champaign,
IL, Evansville, IN, Knoxville, TN, State College, PA, Saginaw, MI, Benton
Harbor, MI, Harrisburg, PA, Ottawa, Ontario, Elmira, NY, Allentown, PA,
Cleveland, OH, Rochester, NY, Appleton, WI, Rockford, IL, Pittsburgh, PA,
Des Moines, IA, Green Bay, WI, Peoria, IL, Rhinelander, WI, Montreal,
Quebec, White Plains, NY, Alpena, MI, Sault Ste. Marie, MI, Dubuque, IA,
Duluth, MN, Greensboro, NC, Portland, ME, Winston-Salem, NC, St. Louis, MO
Cities served from Memphis: Cincinnati, OH, St. Louis, MO, Knoxville, TN,
Atlanta, GA, Huntsville, AL, Wichita, KS, Cleveland, OH, Fayetteville, AK,
Dallas/Ft. Worth, TX, Baton Rouge, LA, Jackson MS, Biloxi/Gulfport, MS,
Nashville, TN, Raleigh/Durham, NC, St. Louis, MO.
From time to time Mesaba reviews the feasibility of expanding the frequency
of its service to airports currently being served, as well as initiating
passenger service to additional cities generally within its service area.
Mesaba works closely with Northwest to coordinate flight schedules and to
facilitate connections between Mesaba and Northwest. See "Business .
Agreements with Northwest."
AIRCRAFT
The following table sets forth-certain information as to Mesaba's passenger
aircraft fleet as of June 1, 2000:
Approximate Approximate
single Average
flight Cruising
Type of Number of Seating range Speed
Aircraft Aircraft Capacity (miles) (M.P.H.)
--------- --------- --------- ----------- ------------
Avro RJ85 36 69 1,400 410
Saab 340 73 30/34 500 300
Mesaba leases or sub-leases its Avro RJ85 aircraft from Northwest under
operating leases with terms of up to 10 years. The Jet Agreement allows
Mesaba to return aircraft to Northwest upon the occurrence of certain
events. The Avro RJ85 aircraft are fast, pressurized jet airplanes with
galleys, dual class cabins, standup headroom, lavatories, ACARS, radar,
ground proximity warning, traffic collision avoidance and de-icing systems.
Mesaba leases all of its Saab 340 aircraft, either directly from aircraft
leasing companies or through sub-leases with Northwest under operating
leases with terms of up to 17 years. The Airlink Agreement allows Mesaba to
return aircraft to Northwest upon the occurrence of certain events. The
Saab 340 aircraft are fast, fuel efficient, pressurized jet- prop airplanes
with galleys, standup headroom, lavatories, radar, global positioning,
ground proximity warning, traffic collision avoidance and de- icing systems.
<PAGE>
All of Mesaba's aircraft comply fully with all current Federal Aviation
Regulations issued by the Federal Aviation Administration ("FAA").
As of June 2000, Mesaba's existing fleet of Avro RJ85 and Saab 340 aircraft
had remaining lease terms of nine months to 16 years. The current
aggregate monthly lease payments for all aircraft is approximately
$8,500,000.
COMPETITION
The airline industry is highly competitive as a result of the Airline
Deregulation Act of 1978 (the "Deregulation Act"). In general, the
Deregulation Act increased competition by eliminating restrictions on fares
and route selection. The Deregulation Act also contributed to the
withdrawal of national and major carriers from short-haul markets by
allowing them to more easily obtain additional long-haul routes, which can
be more efficiently and profitably served by larger jet aircraft.
Elimination of barriers to entry into new markets, however, also creates
greater potential for competing service by other carriers operating small,
fuel-efficient aircraft on short-haul routes serving small and medium-sized
cities. Mesaba currently competes directly with other regional airlines on
some routes it serves. Mesaba also faces competition from regional carriers
offering service to alternative hubs for connecting flights. No assurance
can be given that other carriers, including major carriers, will not
institute competing service on routes served by Mesaba.
Competitive factors in the airline industry generally include fares,
frequency and dependability of service, convenience of flight schedules,
type of aircraft flown, airports served, relationships with travel agents,
and efficiency and reliability of reservations systems and ticketing
services. The compatibility of flight schedules with those of other
airlines and the ability to offer through fares and convenient inter-airline
flight connections are also important competitive factors. The Company
believes that Mesaba is competitive with respect to each of such factors
because of its established reputation, cost structure, aircraft fleet which
is properly suited for the small and medium-sized cities served, and
especially its relationship with Northwest.
FUEL
The cost of aviation fuel accounted for 7.5% of total operating costs for
the year ended March 31, 2000, 8.5% the year ended March 31, 1999, and
10.1% for the year ended March 31, 1998.
The Company has arrangements with Northwest and ten major fuel suppliers
for substantial portions of its fuel requirements. The Company believes
that such arrangements assure an adequate supply of fuel for current and
anticipated future operations. Both the cost and availability of fuel,
however, are subject to factors beyond the control of the Company. Certain
provisions of the Airlink Agreement protect Mesaba from fluctuations in
aviation fuel prices and Northwest provides fuel for all of the jet
operations.
FARES
Mesaba derives its passenger revenues by selling its capacity to Northwest
at predetermined rates. Passenger fares vary primarily in relation to
length of the flight and other factors and are established by Northwest.
Under the agreements with Northwest, the Company has the ability to enter
into arrangements with other air carriers for service to cities not served
by Northwest, so long as the Company does not use the "NW" designator
code, Avro RJ85 or Saab 340 aircraft with respect to such service. The
Company would need to acquire additional aircraft if it entered into an
arrangement for service to carriers other than Northwest.
<PAGE>
REGULATION
Pursuant to the Federal Aviation Act of 1958, as amended (the "Aviation
Act"), the federal Department of Transportation ("DOT"), principally through
the FAA, has certain regulatory authority over the operations of all air
carriers. The jurisdiction of the FAA extends primarily to the safety and
operational provisions of the Aviation Act, while the responsibility of the
DOT involves principally the regulation of certain economic aspects of
airline operations.
FAA REGULATION. Mesaba holds an "Air Carrier Certificate" from the
FAA, under Part 119 of the Federal Aviation Regulation, permitting it to
conduct flight operations in compliance with Part 121 of the Federal
Aviation Regulations. The Part 121 regulations are the same regulatory
requirements applied to major airlines. The FAA regulations to which
Mesaba is subject are extensive and include, among other items, regulation
of aircraft maintenance and operations, equipment, ground facilities,
dispatch, communications, training, weather observation, flight personnel
and other matters affecting air safety. To ensure compliance with its
regulations, the FAA requires airlines to obtain operating, airworthiness
and other certificates that are subject to suspension or revocation for
cause. Mesaba holds all certificates necessary for its operations.
DOT REGUALTION. Prior to October 1992, Mesaba was registered under
Part 298 of the economic regulations of the DOT. On October 26, 1992, the
DOT granted Mesaba a Certificate of Public Convenience and Necessity under
Section 401 of the Aviation Act. As a certificated carrier, Mesaba is
required to file certain additional quarterly reports with the DOT,
including a report of aircraft operating expenses and related statistics.
The Certificate of Public Convenience and Necessity is a prerequisite for
operations with aircraft larger than 60 seats.
OTHER REGULATION. Under the Noise Control Act of 1972 and the
Aviation Safety and Noise Abatement Act of 1979, the FAA has authority to
monitor and regulate aircraft engine noise. Management of the Company
believes that Mesaba's aircraft comply with or are exempt from such
regulations and that Mesaba complies with standards for aircraft exhaust
emissions and fuel storage facilities issued by the Environmental Protection
Agency. The Company is also required to comply with the drug-testing
program adopted under Part 14 CFR by the DOT. As a foreign carrier
operating in Canada, the Company is subject to regulation by the Canadian
Department of Transport and has been issued Foreign Air Carrier Operating
Certificates by such agency. Because Northwest maintains certain contracts
with the Department of Defense (the "DOD"), Mesaba is subject to periodic
inspections by the DOD.
INSURANCE
Mesaba carries the types of insurance customary in the airline
industry, including coverage for public liability, passenger liability,
property damage, aircraft loss or damage, baggage and cargo liability, and
workers' compensation. The Company believes that this insurance is adequate
as to amounts and risks covered. There can be no assurance, however, that
the insurance carried would be sufficient to protect the Company adequately
in the event of a catastrophic accident.
AIRCRAFT MAINTENANCE
Mesaba employs its own aircraft, avionics and engine maintenance staff
that perform substantially all routine maintenance to its aircraft and
engines. Major overhauls on its airframes, engines, and other rotable parts
on Saab 340 and RJ85 aircraft are performed internally or at FAA authorized
facilities.
AIRPORT AND TEMINAL FACILITIES
Mesaba's ticket counter and baggage-handling space is leased from
local airport authorities or other airlines at all of the airports served.
In 47 of the cities it serves, Mesaba receives support service under
agreements with Northwest. The duration of the leases and service
agreements vary.
Mesaba pays local airport authorities for the use of landing fields at
rates that are based on the number of flights per day, fixed fees, or on the
number of aircraft landings and aircraft weight.
<PAGE>
PROPERTIES
The Company's principal executive offices are located at the
Minneapolis/Saint Paul International Airport. Mesaba leases approximately
293,000 square feet of facilities, ramp, parking and unimproved land at the
airport under separate ground and facilities leases with the Metropolitan
Airports Commission. The lease expires on December 31, 2008 and provides
that Mesaba will have a right of first refusal on any new lease covering the
premises. Mesaba's primary facility contains approximately 83,000 square
feet of office, shop, and hangar space. Mesaba is obligated to make
payments of approximately $35,000 per month under the lease for the hangar,
office and maintenance facility, in addition to approximately $13,000 per
month under the ground lease for the underlying land and access ramp.
Mesaba leases approximately 394,000 square feet of facilities, ramp,
parking and unimproved land at the Detroit Metropolitan Airport under
separate ground and facilities leases. The facilities lease covers
approximately 45,000 square feet of hangar and maintenance space and
obligates Mesaba to pay monthly rentals ranging between approximately
$22,000 and $36,000 until August 1, 2002 as part of Special Facilities Bond
financing provided by Wayne County, Michigan. The ground lease has a 20-year
term concurrent with the facilities lease, which expires August 1, 2010.
Monthly lease payments of approximately $7,000 are currently required under
the ground lease, subject to an annual adjustment on January 1 each year
based upon the percentage change in an index published by the Bureau of
Labor Statistics of the U.S. Department of Commerce.
Mesaba owns approximately 38,000 square feet of hangar and office
space located on approximately 102,000 square feet of land and parking areas
of which Mesaba is ground lessee, at the Central Wisconsin Airport in
Mosinee, Wisconsin. Mesaba pays approximately $800 per month under the
terms of the ground lease relating to such facility, which expires on
December 31, 2011, subject to two 10-year renewal options.
Mesaba leases approximately 497,000 square feet of facilities, ramp,
parking and unimproved land at the Cincinnati/Northern Kentucky Airport
under separate ground and facilities leases. The facilities lease covers
approximately 126,000 square feet of hangar and maintenance space and Mesaba
pays monthly rentals of approximately $88,000 until January 29, 2029 as part
of Special Facilities Bond financing provided by Cincinnati/Northern
Kentucky Airport Authority. The ground lease has a 30-year term concurrent
with the facilities lease, which expires January 29, 2029. Monthly lease
payments of approximately $10,500 are required under the ground lease.
EMPLOYEES
As of June 2000, Mesaba employed 3,372 persons, of whom 935 were
pilots, 338 were management, administrative and clerical personnel, 325 were
aircraft maintenance personnel, 1,190 were station managers, station agents
and line services personnel, and 584 were flight attendants. Approximately
840 of Mesaba's employees are part-time.
The Air Line Pilots Association ("ALPA") represents Mesaba's pilots.
Mesaba concluded negotiations with ALPA and reached a new collective
bargaining agreement effective June 1, 1996, with a term of four years. In
October 1996, Mesaba and ALPA reached agreement on a modification of the
collective bargaining agreement which, in addition to other enhancements,
extended the term of the agreement to June 1, 2002.
The Aircraft Mechanics Fraternal Association ("AMFA") represents
Mesaba's mechanics. Mesaba concluded negotiations with AMFA and reached a
new collective bargaining agreement effective August 22, 1999, with a term
of four years.
The Transportation Workers Union ("TWU") represents Mesaba's
dispatchers. Mesaba concluded negotiations with TWU and reached a new
collective bargaining agreement effective May 26, 2000, with a term of five
years.
<PAGE>
The Association of Flight Attendants ("AFA") represents Mesaba's
flight attendants. Formal negotiations between Mesaba and AFA are
currently in progress. The Company has yet to achieve its first contract
with AFA, since negotiations only began in May 2000.
The Railway Labor Act precludes any job action without a formal
declaration of an impasse by the NMB, which has not yet occurred. Any work
stoppage, whether from a failure to enter into a new collective bargaining
agreement or otherwise, could have a material adverse impact on the Company.
Mesaba has had no work stoppages and management, in general, believes
that its relations with its employees are good.
CYCLICITY AND SEASONALITY
The airline industry generally is subject to cyclical moves in the
economy. Because both personal discretionary travel and business travel may
be expected to decline during periods of economic weakness, the airline
industry tends to experience poorer financial results during such periods.
Seasonal factors, primarily weather conditions and passenger demand,
historically have affected Mesaba's monthly passenger boardings. The first
and second fiscal quarters have typically shown a higher level of passenger
boardings as compared with the third and fourth quarters for many of the
cities served by Mesaba. As a result of such factors, the Company's
revenues and earnings historically have been higher during the first six
months of the fiscal year.
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding the
executive officers of the Company and its subsidiary, Mesaba Aviation, Inc.
Name Age Position Officer
since
Carl R. Pohlad 84 Chairman of the Company and 1995
Mesaba
Paul F. Foley 47 President and Chief Executive 1999
Officer of the Company and Mesaba
John S. Fredericksen 51 Executive Vice President, 1992
Administration, General Counsel
and Secretary of the Company and
Mesaba
Robert E. Weil 35 Vice President, Chief Financial 2000
Officer and Treasurer of the
Company and Mesaba
Scott L. Durgin 38 Vice President, Customer Service 1996
of Mesaba
John G. Spanjers 45 Vice President, Flight Operations 1999
of Mesaba
Scott R. Bussell 47 Vice President, Technical 2000
Operations of Mesaba
Carl R. Pohlad is a Class Two director and Chairman of the Board of
Directors. Mr. Pohlad has been President and a director of Marquette
Bancshares, Inc. since 1993. Prior to 1993, Mr. Pohlad served as President
and Chief Executive Officer of Marquette Bank Minneapolis and Bank Shares
Incorporated. Mr. Pohlad was Chairman of the Board of MEI Corporation from
1972 to 1986 and Chairman of the Board of MEI Diversified Inc. from 1986 to
1994. Mr. Pohlad is also an owner, director and the President of CRP
Sports, Inc., the managing general partner of the Minnesota Twins baseball
club, and is a director of Genmar Holdings, Inc.
Paul F. Foley is a Class One director and President and Chief
Executive Officer of the Company. Mr. Foley was appointed President and
Chief Executive Officer of the Company in October 1999. Prior to joining
the Company, Mr. Foley was Vice President of Operations Support at Atlas
Air, Inc. In this position, he was responsible for Airline Flight Crew and
Ground Operations in 66 cities and 33 countries. He was previously at LSG
Lufthansa Service/Sky Chefs as Group Vice President of Operations, North
America. He also served as President of Continental Airline's subsidiary,
Chelsea Catering Corporation. Mr. Foley holds a Bachelor of Science degree
from Cornell University and a Masters Degree from Southern Methodist
University.
John S. Fredericksen joined the Company as Vice President, General
Counsel in July 1992. In August 1993, Mr. Fredericksen was appointed Senior
Vice President, Operations of the Company and Mesaba. He was appointed
Secretary of the Company and Mesaba in November 1994. In October 1999, he
was appointed to his current positions with the Company and Mesaba. From
March 1987 until joining the Company, Mr. Fredericksen was employed by the
Regional Airline Association, Washington, D.C., serving most recently as its
President. From 1980 until 1987, Mr. Fredericksen was an attorney with the
Federal Aviation Administration.
Robert E. Weil was named Vice President, Chief Financial Officer and
Treasurer of the Company and Mesaba in January 2000. Mr. Weil was the
Managing Director of Finance - Ground Operations for Northwest Airlines
from December 1997 until joining the Company. He also held the position
of Controller - Ground Operations and held various other finance positions
at Northwest since 1991. Mr. Weil holds a Masters degree in Business from
the Kellogg Graduate School of Management at Northwestern University.
<PAGE>
Scott L. Durgin joined the Company as Vice President, Customer Service
in December 1996. Mr. Durgin was Vice President, Customer Service of
Business Express Airlines from May 1995 until joining the Company. He
served as a Regional Director for Express I Airlines from December 1991 to
May 1995, and held various positions, the last being Director of Stations,
at Pilgrim Airlines from 1983 until December 1991.
John G. Spanjers was named Vice President, Flight Operations of the
Company and Mesaba in November 1999. Mr. Spanjers joined the Company in
November 1999. Mr. Spanjers was employed by Northwest Airlines from June
1988 to November 1999, serving most recently as Director Performance
Engineering. Prior to that, Mr. Spanjers held various operational positions
within the regional and charter airline industry.
Scott R. Bussell was named Vice President, Technical Operations of the
Company and Mesaba in May 2000. Mr. Bussell joined the Company in October
1995 as Director of Maintenance for Mesaba Airlines. Before coming to
Mesaba in 1995, Mr. Bussell held the position of Director of Maintenance
for Renown Aviation in Roswell, NM. From 1977 to 1994 Mr. Bussell held
numerous positions in Technical operations while employed at Continental
Airlines and Frontier Airlines in Denver, CO. Mr. Bussell graduated with
honors from Colorado Aero Tech and holds a FAA Airframe and Powerplant
License.
<PAGE>
Item 2. PROPERTIES
See information provided under the captions "Business . Aircraft," ".
Airport and Terminal Facilities and Services," and ". Properties" in Item 1
herein.
Item 3. LEGAL PROCEEDINGS
The Company is not currently a party to any material pending legal
proceedings. From time to time the Company may become involved in routine
litigation incidental to its business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS DURING
FOURTH QUARTER OF FISCAL YEAR
There were no matters submitted to a vote of the Company's
shareholders during the three-month period ended March 31, 2000.
<PAGE>
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded under the symbol "MAIR" on the
NASDAQ National Market.
The following table sets forth the range of high and low sale prices
for the Company's Common Stock and the dividends per share for each of the
fiscal quarters of the two years ended March 31, 2000. Quotations for such
periods are as reported by NASDAQ for National Market issues. All prices
have been adjusted to reflect the Company's three-for-two stock split
effective April 30, 1998. The Company has not issued cash dividends since
September 1995.
STOCK QUOTATIONS
($)High ($)Low
------- ------
Fiscal 1999
First quarter 24.25 20.00
Second quarter 28.75 13.00
Third quarter 21.00 9.75
Fourth quarter 21.00 12.13
Fiscal 2000
First quarter 17.00 12.00
Second quarter 14.75 10.75
Third quarter 14.13 8.88
Fourth quarter 12.56 10.00
On June 12, 2000, the number of holders of record of Common Stock was
863.
The transfer agent for the Company's Common Stock is Norwest Bank
Minnesota, National Association, 161 North Concord Exchange, South St. Paul,
Minnesota, 55075-0738, telephone: (651) 450-4064.
<PAGE>
Item 6. SELECTED FINANCIAL DATA AND STATISTICAL COMPARISON
The following table sets forth selected financial data with respect to
the Company as of the dates and for the periods indicated. The selected
financial data has been derived from the audited financial statements. The
financial data set forth below should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in Item 7.
March 31,
2000 1999 1998 1997 1996
--------- -------- -------- -------- --------
Statement of Operations Data: (amounts in thousands, except per share data)
Operating revenues $406,199 $331,753 $277,225 $185,701 $170,455
Operating expenses $359,364 $299,531 $246,856 $166,118 $158,148
--------- -------- -------- -------- --------
Operating income $ 46,835 $ 32,222 $ 30,369 $ 19,583 $ 12,307
======== ======== ======== ======== ========
Net income $ 31,061 $ 21,271 $ 19,804 $ 11,986 $ 6,972*
======== ======== ======== ======== ========
Net income per share - Basic $ 1.54 $ 1.07 $ 1.03 $ 0.63 $ 0.41*
======== ======== ======== ======== ========
Weighted Average number of
shares outstanding-Basic 20,177 19,793 19,270 19,143 16,857
======== ======== ======== ======== ========
Net income per share-Diluted $ 1.48 $ 0.99 $ 0.95 $ 0.62 $ 0.40*
======== ======== ======== ======== ========
Weighted Average number of shares
outstanding and common share
equivalents-Diluted 21,043 21,512 20,846 19,310 17,43
======== ======== ======== ======== ========
*Excludes non-taxable gain of $49,303 from distribution of subsidiary
As of March 31,
2000 1999 1998 1997 1996
--------- -------- -------- -------- --------
Balance Sheet Data: (dollars in thousands)
Current assets $139,952 $116,369 $ 89,499 $ 67,601 $ 43,212
Net property and equipment 54,109 47,195 32,097 19,772 12,388
Other noncurrent assets 13,663 15,659 15,595 17,193 2,604
--------- -------- -------- -------- --------
Total assets $207,724 $179,223 $137,191 $104,566 $ 58,204
======== ======== ======== ======== ========
Current liabilities $ 44,686 $ 48,674 $ 42,509 $ 33,393 $ 17,323
Long-term liabilities 18,320 21,310 19,136 21,379 6,466
Shareholders' equity 144,718 109,239 75,546 49,794 34,415
--------- -------- -------- -------- --------
Total liabilities and
shareholders' equity $207,724 $179,223 $137,191 $104,566 $ 58,204
======== ======== ======== ======== ========
<PAGE>
Mesaba Aviation, Inc. (1)
Year ended March 31,
2000 1999 1998 1997 1996
--------- -------- -------- -------- --------
Selected Operating Data:
Revenue passengers carried 5,667,600 4,342,200 3,324,146 1,959,632 1,572,401
Revenue passenger
miles (000's)(2) 1,534,116 1,112,050 805,495 445,871 344,592
Available seat
miles (000's) (3) 2,677,712 1,994,626 1,469,229 864,083 732,018
Passenger revenue per
available seat mile $ .150 $ .165 $ .186 $ .212 $ .204
Cost per available seat mile $ .134 $ .150 $ .168 $ .192 $ .190
Passenger load factor (4) 57.3% 55.8% 54.8% 51.6% 47.1%
Break-even load factor (5) 50.1% 49.8% 48.3% 46.3% 43.3%
Yield per revenue
passenger mile (6) $ .262 $ .295 $ .340 $ .416 $ .434
Departures 274,357 236,209 201,622 144,266 123,985
__________________________
(1) Does not include the operations of AirTran Airways, Inc. which was spun
off from the Company on September 7, 1995.
(2) "Revenue passenger miles" are determined by multiplying the number of
fare paying passengers carried by the distance flown.
(3) "Available seat miles" are determined by multiplying the number of
seats available for passengers by the number of miles flown.
(4) "Passenger load factor" is determined by dividing revenue passenger
miles by available seat miles.
(5) "Break-even load factor" is computed by dividing the sum of the airline
operating expenses and net interest expense by total airline operating
revenues and multiplying the result by the passenger load factor.
(6) "Yield per revenue passenger mile" is determined by dividing passenger
revenue by revenue passenger miles.
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (As used herein, "unit cost" means operating cost
per available seat mile. Dollars and shares outstanding are expressed
in thousands)
EARNINGS SUMMARY
The Company reported net income of $31.1 million or $1.48 per diluted
share for the fiscal year ended March 31, 2000, compared to $21.3 million or
$0.99 per diluted share in fiscal 1999 and $19.8 million or $0.95 per
diluted share in fiscal 1998. Weighted average common shares and common
share equivalents outstanding was 21.0 million, 21.5 million and 20.8
million in fiscal years 2000, 1999 and 1998 respectively. Earnings per share
and weighted average shares outstanding for fiscal 1998 have been adjusted
to reflect a three-for-two stock split in the form of a 50% stock dividend
declared by the Board of Directors on April 6, 1998 for shares held of
record on April 17, 1998.
RSULTS OF OPERATIONS
OPERATING REVENUES. Operating revenues rose 22.4% to $406.2 million in
fiscal 2000 from $331.8 million in fiscal 1999 and $277.2 million in fiscal
1998. Passenger revenue per available seat mile ("RASM") decreased 9.1%
to $0.150 from $0.165 in 1999 and 19.4% from $0.186 in 1998, primarily due
to additional deliveries of the higher capacity RJ85 aircraft. Mesaba's
revenue per available seat mile is lower on the RJ85 than the Saab 340
because Northwest provides more services related to the jet operation.
Mesaba's average passenger load factor was 57.3% in 2000, up from 55.8% in
1999 and 54.8% in 1998. The improvements in traffic and load factor are
attributable to the introduction of 11 RJ85 aircraft as well as overall
increases in passenger demand within the industry.
OPERATING EXPENSES. Due to additional aircraft, total operating
expenses increased 20.0% to $359.4 million in 2000 from $299.5 million in
1999 and $246.9 million in 1998. Mesaba experienced a 10.7% decrease in
the cost per available seat mile ("CASM") to 13.4 cents compared with 15.0
cents in 1999. Seat capacity (measured in available seat miles or "ASM")
increased 34.2% in 2000 to 2.68 billion, primarily as a result of the
introduction of 11 RJ85 aircraft. The following table compares components
of Mesaba's operating cost per ASM for the years ended March 31, 2000, 1999
and 1998:
2000 1999 1998
---- ---- ----
Wages and benefits 3.7 CENTS 4.0 CENTS 4.6 CENTS
Fuel 1.0 1.3 1.7
Direct maintenance 2.6 2.8 2.9
Rents 3.3 3.5 3.9
Landing fees 0.3 0.4 0.4
Insurance and taxes 0.2 0.4 0.5
Depreciation and amortization 0.5 0.5 0.4
Other 1.8 2.1 2.4
---- ---- ----
Total 13.4 15.0 16.8
Wages and benefits increased 23.4% to $99.1 million in fiscal 2000
compared to $80.3 million in fiscal 1999 and $67.2 million in fiscal 1998.
However, the increased capacity generated by the additional aircraft has
caused these costs to be reduced on a unit cost basis 7.5% to 3.7 cents from
4.0 cents. The overall dollar increase is a result of increased cost of
flight crews due to a 21.5% increase in block hours flown and the addition
of flight crews to support the continued introduction of the RJ85 aircraft.
Wage and benefit cost of support personnel also increased due to an
increase in scheduled operations. Normal wage and benefit increases also
contributed to the higher expenses. Overall, personnel levels (measured on
a full time equivalent basis at the fiscal year end) increased to
approximately 3,000 from 2,700.
<PAGE>
Total fuel costs increased 5.1% to $26.8 million in fiscal 2000 from
$25.5 million in fiscal 1999 and $25.0 million in fiscal 1998. The change
is attributable to increased consumption caused by an increase in block
hours flown by the jet-prop operation. The average price per gallon,
including taxes and into plane fees, was 83.5 cents in fiscal years 2000,
1999 and 1998. Certain provisions of the Airlink Agreement protect Mesaba
from future fluctuations in fuel prices. Unit cost decreased 23.1% to 1.0
cents from 1.3 cents. Mesaba is not required to provide fuel for the jet
operation.
Direct maintenance expense, excluding wages and benefits costs,
increased to $69.8 million in fiscal 2000 from $56.7 million in fiscal 1999
and $42.2 million in fiscal 1998. This increase was attributable to the
addition of 11 RJ85 aircraft to the fleet during fiscal 2000. On a unit
cost basis the cost decreased 7.1% from 2.8 to 2.6 cents
Aircraft rentals were $88.9 million in fiscal 2000, $70.4 million in
fiscal 1999 and $57.2 million in fiscal 1998. Mesaba added 11 RJ85 aircraft
during the period. However, unit costs decreased 5.7% to 3.3 cents from 3.5
cents. Fiscal year 1998 costs include $7.7 million in wet leased aircraft
expenses.
Landing fees were $7.5 million in fiscal 2000, $6.9 million in fiscal
1999 and $6.3 million in fiscal 1998. The increase is attributable to a
6.2% increase in jet-prop departures, which caused an increase in the total
gross landing weight. On a unit cost basis the cost decreased to 0.3 cents
from 0.4 cents in fiscal 1999. Mesaba is not required to pay landing fees
for the jet operation.
Insurance and taxes were $5.7 million in fiscal 2000, $6.9 million in
fiscal 1999 and $6.8 million in fiscal 1998. This is due primarily to a
40% reduction in passenger liability and hull insurance rates offset by
increases in passenger volume and an increase in property taxes and hull
insurance caused by increasing fleet values. Due to the additional capacity
generated by the jet and jet-prop equipment, unit cost decreased 50.0% to
0.2 cents from 0.4 cents.
Depreciation and amortization totaled $14.4 million in fiscal 2000
compared to $10.0 million in fiscal 1999 and $6.5 million in fiscal 1998.
The increase in Mesaba's depreciation and amortization resulted primarily
from the acquisition of spare parts to support the RJ85 and Saab 340 fleet
and the amortization of the Northwest warrants. In April and June 1998, the
Company paid a contract rights fee in the form of stock purchase warrants to
Northwest as part of amendments to the Regional Jet Services Agreement
allowing for the increase from 12 to 36 aircraft. Contract rights are being
amortized on a straight-line basis over the minimum term of the Jet
Agreement. Unit cost was unchanged at 0.5 cents.
Administrative and other costs totaled $47.3 million in fiscal 2000,
$42.8 million in fiscal 1999 and $35.7 million in fiscal 1998. This
increase is primarily attributable to 11.3% higher crew related expenses due
to increased flying and training to support the RJ85 and Saab 340 fleet.
Additionally, higher passenger and airport related expenses were incurred
due to increases in traffic and the number of cities served. Unit cost
decreased 14.3% to 1.8 cents from 2.1 cents. Mesaba is generally not
required to provide airport and passenger related services for the jet
operation.
OPERATING INCOME. The Company's operating income was $46.8 million in
fiscal 2000, $32.2 million in fiscal 1999 and $30.4 million in fiscal 1998.
Mesaba's operating margins were 11.5% in 2000, 9.7% in 1999 and 11.0% in
1998. Both operating income and operating margins were adversely impacted
by the pilot's strike at Northwest Airlines, which resulted in an 18-day
suspension of service, in fiscal 1999.
NONOPERATING INCOME. Nonoperating income was $4.4 million in fiscal
2000, $4.0 million in fiscal 1999 and $2.6 million in fiscal 1998. Interest
income increased $0.6 million to $4.3 million in 2000 from $3.7 million in
1999.
PROVISION FOR INCOME TAXES. The provision for income taxes was $20.2
million in fiscal 2000, $14.1 million in fiscal 1999 and $13.1 million in
fiscal 1998. The effective tax rate was 39.4% in 2000, 39.0% in 1999 and
39.9% (not including the gain on distribution which is not taxable) in 1998.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $95.3 million with a current
ratio of 3.1 at March 31, 2000 compared to $67.7 million and 2.4 at March
31, 1999. Cash and cash equivalents increased by $17.0 million to $100.2
million at March 31, 2000. Net cash flows provided by operating activities
totaled $31.5 million in fiscal 2000, $35.9 million in fiscal year 1999 and
$30.0 million in fiscal 1998. The change from fiscal 1999 is primarily due
to the decrease in payables. Net cash flows used for investing activities
totaled $18.4 million in fiscal 2000, $22.7 million in fiscal 1999 and $13.2
million in fiscal 1998. The change from fiscal 1999 is primarily due to
lower levels of capital expenditures. Net cash flows provided by financing
activities amounted to $4.0 million in fiscal 2000 and consisted of $4.4
million in proceeds from the exercise of stock options by current and former
employees offset by principal payments of $0.5 million.
Long term debt, net of current maturities, totaled $3.9 million at
March 31, 2000 and $4.4 million as of March 31, 1999. Long-term debt
consists principally of capitalized lease financing for the Minneapolis/St.
Paul and Detroit hangar facilities. The ratio of long-term debt to
stockholders' equity was 3% at March 31, 2000, compared to 4% at the end of
fiscal 1999.
As of June 2000, Mesaba's fleet consisted of 109 aircraft covered under
operating leases with remaining terms of nine months to 16 years and
aggregate monthly lease payments of approximately $8.5 million. Operating
leases have been the Company's primary method for acquiring aircraft, and
management expects to continue relying on this method to meet most of its
future aircraft financing needs. The three remaining undelivered aircraft
will require additional monthly lease payments of $0.5 million per month and
will be funded from operations. Continued funding of the monthly lease
payments is ensured as long as the current operating contracts with
Northwest are in effect.
During fiscal 2000, Mesaba leased approximately 497,000 square feet of
facilities, ramp, parking and unimproved land at the Cincinnati/Northern
Kentucky Airport. The lease covers approximately 126,000 square feet of
hangar and maintenance space and obligates Mesaba to pay monthly rentals of
$77.0 until January 29, 2029 as part of Special Facilities Bond financing
provided by Cincinnati/Northern Kentucky Airport Authority. The ground
lease has a 30-year term concurrent with the facilities lease, which expires
January 29, 2029. Monthly lease payments of approximately $10.5 are
required under the ground lease. Mesaba intends to make these lease
payments from operations.
Approximately 80% of Mesaba's passengers connected with Northwest in
fiscal 2000, 81% in 1999 and 79% in 1998. Approximately 84% of the
Company's accounts receivable balance at March 31, 2000 are due from
Northwest. Loss of the Company's affiliation with Northwest or Northwest's
failure to make timely payment of amounts owed to the Company or to
otherwise materially perform under the Airlink or Jet Agreement for any
reason would have a material adverse effect on the Company's operations and
financial results.
The Company has historically relied upon internally generated funds to
support its working capital requirements. Management believes that funds
from operations will provide adequate resources for meeting non-aircraft
capital needs in fiscal 2001.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company and the
related Report of Independent Public Accountants are included in this Form
10-K on the pages indicated below.
Page
Report of Independent Public Accountants 19
Consolidated balance sheets as of March 31, 2000 and 1999 20
Consolidated statements of operations for the years
ended March 31, 2000, 1999 and 1998 21
Consolidated statements of shareholders' equity for the years
ended March 31, 2000, 1999 and 1998 22
Consolidated statements of cash flows for the years
ended March 31, 2000, 1999 and 1998 23
Notes to consolidated financial statements 24
<PAGE>
Report of independent public accountants
To Mesaba Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of Mesaba
Holdings, Inc. (a Minnesota corporation) and Subsidiary as of March 31,
2000 and 1999, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the
period ended March 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 financial statements referred to above present fairly,
in all material respects, the financial position of Mesaba Holdings, Inc.
and Subsidiary as of March 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period
ended March 31, 2000, in conformity with accounting principles generally
accepted in the United States.
As explained in Note 2 to the financial statements, effective April 1,
1998, the Company changed its method of accounting for start-up costs.
Arthur Andersen LLP
Minneapolis, Minnesota,
May 5, 2000
<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
As of March 31,
---------------------
2000 1999
--------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $100,172 $ 83,152
Accounts receivable, net 20,090 15,905
Inventories 6,103 6,564
Prepaid expenses and deposits 4,371 3,719
Deferred income taxes 9,216 7,029
--------- --------
Total current assets 139,952 116,369
PROPERTY AND EQUIPMENT:
Facilities under capital lease 9,147 9,147
Flight equipment 55,446 41,178
Other property and equipment 26,676 21,635
Accumulated depreciation and amortization (37,160) (24,765)
--------- --------
Net property and equipment 54,109 47,195
OTHER ASSETS, net 13,663 15,659
--------- --------
$207,724 $179,223
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of capital lease obligations $ 429 $ 393
Accounts payable 13,003 20,857
Accrued liabilities-
Payroll 8,271 8,786
Maintenance 14,064 10,415
Other 8,919 8,223
--------- ---------
Total current liabilities 44,686 48,674
CAPITAL LEASE OBLIGATIONS, net of current maturities 3,866 4,359
OTHER NONCURRENT LIABILITIES 14,454 16,951
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 60,000,000
shares authorized; 20,267,141 and
19,863,829 shares issued and outstanding, respectively 203 199
Paid-in capital 49,427 45,013
Warrants 16,500 16,500
Retained earnings 78,588 47,527
--------- ---------
Total shareholders' equity 144,718 109,239
--------- ---------
$207,724 $179,223
========= =========
The accompanying notes are an integral part of these consolidated balance
sheets.
<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(In Thousands, Except Per Share Information)
For the Years Ended March 31,
-----------------------------
2000 1999 1998
-------- -------- ---------
OPERATING REVENUES:
Passenger $401,342 $328,244 $273,973
Freight and other 4,857 3,509 3,252
-------- -------- ---------
Total operating revenues 406,199 331,753 277,225
OPERATING EXPENSES:
Wages and benefits 99,070 80,297 67,194
Aircraft fuel 26,809 25,512 24,983
Aircraft maintenance 69,767 56,682 42,172
Aircraft rents 88,877 70,422 57,235
Landing fees 7,520 6,886 6,330
Insurance and taxes 5,677 6,894 6,761
Depreciation and amortization 14,354 10,027 6,500
Other 47,290 42,811 35,681
-------- -------- ---------
Total operating expenses 359,364 299,531 246,856
-------- -------- ---------
Operating income 46,835 32,222 30,369
NONOPERATING (EXPENSE) INCOME:
Interest expense (404) (443) (458)
Interest income and other 4,785 4,405 3,022
-------- -------- ---------
Income before income taxes and change in
accounting principle 51,216 36,184 32,933
PROVISION FOR INCOME TAXES 20,155 14,113 13,129
-------- -------- ---------
Net income before change in accounting principle $ 31,061 $ 22,071 $ 19,804
PRE-OPERATING COST WRITE-OFF, net of tax - (800) -
-------- -------- ---------
Net income $ 31,061 $ 21,271 $ 19,804
======== ======== ========
Earnings Per Common Share Before
Accounting Change - Basic $ 1.54 $ 1.12 $ 1.03
======== ======== ========
Earnings Per Common Share - Basic $ 1.54 $ 1.07 $ 1.03
======== ======== ========
Weighted Average Number of Common
Shares Outstanding - Basic 20,177 19,793 19,270
======== ======== ========
Earnings Per Common Share Before
Accounting Change - Diluted $ 1.48 $ 1.03 $ 0.95
======== ======== ========
Earnings Per Common Share - Diluted $ 1.48 $ 0.99 $ 0.95
======== ======== ========
Weighted Average Number of Common Shares
Outstanding and Common Share
Equivalents Outstanding - Diluted 21,043 21,512 20,846
======== ======== ========
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
For the Years Ended March 31,
(In Thousands, Except Share Information)
Total
Common Stock Paid-In Warrants Retained Shareholders'
Shares Amount Capital Shares Amount Earnings Equity
---------- ------ --------- --------- --------- --------- --------------
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, March 31, 1997 19,176,069 $ 192 $ 40,050 922,500 $ 3,100 $ 6,452 $ 49,794
Issuance of warrants - - - 1,320,000 4,800 - 4,800
Exercise of stock options,
net of related tax effects 221,184 2 1,146 - - - 1,148
Net income - - - - - 19,804 19,804
---------- ------ --------- --------- --------- --------- ----------
BALANCE, March 31, 1998 19,397,253 194 1,196 2,242,500 7,900 26,256 75,546
Issuance of warrants - - - 1,909,422 8,600 - 8,600
Exercise of stock options,
net of related tax effects 466,576 5 3,817 - - - 3,822
Net income - - - - - 21,271 21,271
---------- ------ --------- --------- --------- --------- ----------
BALANCE, March 31, 1999 19,863,829 199 45,013 4,151,922 16,500 47,527 109,239
Exercise of stock options,
net of related tax effects 403,312 4 4,414 - - - 4,418
Net income - - - - - 31,061 31,061
---------- ------ --------- --------- --------- --------- ----------
BALANCE, March 31, 2000 20,267,141 $ 203 $49,427 4,151,922 $16,500 $78,588 $ 144,718
========== ====== ========= ========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(In Thousands)
For the Years Ended March 31,
-----------------------------
2000 1999 1998
--------- -------- ---------
OPERATING ACTIVITIES:
Net income $ 31,061 $ 21,271 $ 19,804
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 14,354 10,027 6,500
Gain on sale of equipment (125) - -
Deferred income taxes (2,889) (2,581) (819)
Change in current operating items:
Accounts receivable, net (4,185) (1,018) (266)
Inventories 461 (443) (1,835)
Prepaid expenses and deposits (652) 69 (734)
Accounts payable and other (6,521) 8,557 7,305
--------- -------- ---------
Net cash flows provided by operating
activities 31,504 35,882 29,955
INVESTING ACTIVITIES:
Purchases of property and equipment, net (19,343) (22,669) (13,418)
Proceeds from sale of equipment 898 - 175
--------- -------- ---------
Net cash flows used for investing activities (18,445) (22,669) (13,243)
FINANCING ACTIVITIES:
Repayment of capital lease obligations (457) (437) (432)
Proceeds from issuance of common stock 4,418 3,822 1,148
--------- -------- ---------
Net cash flows provided by
financing activities 3,961 3,385 716
--------- -------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 17,020 16,598 17,428
CASH AND CASH EQUIVALENTS:
Beginning of year 83,152 66,554 49,126
--------- -------- ---------
End of year $100,172 $ 83,152 $ 66,554
========= ======== =========
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the year for-
Interest $ 404 $ 443 $ 458
========= ======== =========
Income taxes $ 19,636 $ 14,569 $ 15,169
========= ======== =========
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
MESABA HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share and Per Share Information)
1. Corporate Organization and Business:
COPORATE ORGANIZATION
The consolidated financial statements include the accounts of Mesaba
Holdings, Inc. (the "Company") and its subsidiary, Mesaba Aviation, Inc.
("Mesaba"). All significant intercompany balances have been eliminated in
consolidation.
BUSINESS
The Company operates a regional air carrier providing scheduled passenger
and air freight service as Mesaba Airlines/Northwest Airlink and Mesaba
Airlines/Northwest Jet Airlink under two separate agreements with Northwest
Airlines, Inc. ("Northwest") to 103 cities from Northwest's hub airports,
Minneapolis/St. Paul, Detroit and Memphis.
Under the Airline Services Agreement (the "Airlink Agreement") the Company
operates SAAB 340 jet-prop aircraft for Northwest. This agreement provides
for exclusive rights to designated service areas and extends through
June 30, 2007, automatically renewing indefinitely thereafter. Either
Northwest or the Company may terminate the Airlink Agreement on 365 days
notice any time after June 30, 2000. In addition, Mesaba purchases fuel,
reservation systems, ground handling and other services from Northwest.
The Company paid $20,645 to Northwest in fiscal 2000, $16,440 in 1999 and
$17,963 in 1998 for these services.
Under the Regional Jet Services Agreement (the "Jet Agreement") the Company
operates Avro RJ85 ("RJ85") regional jets for Northwest. This agreement
extends through April 30, 2007, automatically renewing indefinitely
thereafter. Northwest may terminate the Jet Agreement on not less than 180
days nor more than 365 days notice any time after October 25, 2003. Under
the Jet Agreement, Mesaba is not required to provide fuel and airport and
passenger related services.
Under the agreements, all Mesaba flights appear in Northwest's timetables
and Mesaba receives ticketing and certain check-in, baggage and freight-
handling services from Northwest at certain airports. Mesaba also benefits
from its relationship with Northwest through advertising and marketing
programs. The Airlink Agreement and Jet Agreement provides for certain
incentive payments from Northwest to Mesaba based on achievement of certain
operational or financial goals, as defined. Such incentives totaled $5,159
in 2000, $4,830 in 1999 and $4,297 in 1998 and are included in passenger
revenues in the accompanying consolidated statements of operations.
Approximately 80% of Mesaba's passengers connected with Northwest in fiscal
2000, 81% in 1999 and 79% in 1998. Approximately 84% of the March 31, 2000
accounts receivable balances in the accompanying consolidated balance
sheets are due from Northwest.
Although Mesaba maintains an expanding air system serving those different
markets, loss of Mesaba's affiliation with Northwest or Northwest's failure
to make timely payment of amounts owed to the Company or to otherwise
materially perform under the Airlink or Jet Agreement would have a material
adverse effect on the Company's operations, financial position and cash
flows. Northwest and the Company review contract compliance on a periodic
basis.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CASH AND CASH EQUIVALENTS
Cash equivalents consist primarily of U.S. government securities and
interest-bearing deposits with average maturities of less than 90 days and
are stated at cost, which approximates market.
<PAGE>
INVENTORIES
Inventories are stated at the lower of average cost or market and consist
of expendable aircraft service parts and fuel. Expendable parts are charged
to maintenance as used.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and depreciated on a straight-
line basis for financial reporting purposes over estimated useful lives of
5-10 years for aircraft engines, flight equipment and rotable parts; 3-10
years for all other equipment; 5-36 years for buildings and improvements;
and over the lease term for facilities under capital lease. Leasehold
improvements are amortized over the shorter of the life of the lease or the
life of the asset.
OTHER ASSETS
In connection with the Jet Agreement as amended, the Company paid a
contract rights fee in the form of stock purchase warrants to Northwest.
Contract rights totaled $11,700 and related accumulated amortization
totaled $3,204 and $1,759 at March 31, 2000 and 1999, respectively.
Contract rights are amortized on a straight-line basis over six years to
coincide with the minimum term of the Jet Agreement.
In connection with the Airlink Agreement, the Company paid a contract
rights fee in the form of a stock purchase warrant to Northwest. Contract
rights totaled $4,800 and related accumulated amortization totaled $1,320
and $840 at March 31, 2000 and 1999, respectively. Contract rights are
amortized on a straight-line basis over ten years to coincide with the term
of the Airlink Agreement.
The Company periodically evaluates whether events and circumstances have
occurred which may affect the estimated useful life or the recoverability
of the remaining balance of its long-lived assets. If such events or
circumstances were to indicate that the carrying amount of these assets
would not be recoverable, the Company would estimate the future cash flows
expected to result from the use of the assets and their eventual
disposition. If the sum of the expected future cash flows (undiscounted
and without interest charges) were less than the carrying amount of the
intangible assets, the Company would recognize an impairment loss.
REVENUE RECOGNITION
Passenger revenues are recorded as income when the respective services are
rendered.
FREQUENT FLYER AWARDS
As a Northwest Airlink carrier, Mesaba participates in Northwest's frequent
flyer program (WorldPerks), and passengers may use mileage accumulated in
that program to obtain discounted or free trips that might include a flight
segment on one of Mesaba's flights. However, under the Airlink and Jet
Agreement, Northwest is responsible for the administration of WorldPerks,
and Mesaba receives revenue from Northwest for WorldPerks travel awards
redeemed on Mesaba flight segments.
INCOME TAXES
The Company accounts for income taxes under the liability method whereby
deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax bases of assets and
liabilities. These differences will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
<PAGE>
OTHER NONCURRENT LIABILITIES
In order to assist the Company in integrating new aircraft into its fleet,
certain manufacturers provide the Company with spare parts or other
credits. The Company has deferred these amounts and amortizes them over
the terms of the Airlink agreement as a reduction of rent expense.
Amortization of $2,497, $1,822 and $1,071 was recorded during the years
ended March 31, 2000, 1999 and 1998, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of
financial statements and the reported amounts of revenues and expenses
during the reporting period. Ultimate results could differ from those
estimates.
START UP COSTS
In April of 1998, the Company adopted AICPA Statement of Position (SOP) 98-
5 "Reporting on the Costs of Start-Up Activities" which requires all start-
up costs to be charged to expense as incurred. The adoption of SOP 98-5
resulted in an $800 charge (net of tax) to operations, or $0.04 per basic
and diluted share for previously capitalized start-up costs and was
recorded as a cumulative effect of change in accounting principle.
COMPREHENSIVE INCOME
The Company has adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 130 "Reporting Comprehensive Income". SFAS No. 130
establishes standards for reporting comprehensive income and its components
in financial statements. Comprehensive income, as defined, includes all
changes in equity (net assets) during a period from nonowner sources. To
date, the Company has not had any transactions that are required to be
reported as comprehensive income.
SEGMENT REPORTING
The Company has reviewed SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" and determined that the aggregation
criteria outlined in SFAS No. 131 has been achieved and therefore the
Company's two operating divisions are reported as a single reportable
segment.
DERIVATIVES
In June of 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". The
Company is not required to adopt SFAS No. 133 until January 1, 2001, since
SFAS No. 137 amended the effective date of SFAS No. 133 to apply for all
fiscal quarters of all fiscal years beginning after June 15, 2000. As the
Company does not currently engage or plan to engage in derivative or
hedging activities, management does not expect any impact to the Company's
results of operations, financial position or cash flows upon adoption of
this standard.
<PAGE>
3. FLIGHT EQUIPMENT
The Company's airline fleet consisted of the following aircraft held under
operating leases as of March 31, 2000:
Number
of Seating
Aircraft Type of Aircraft Capacity
-------- ----------------- ----------
73 Saab 340 30/34
33 Avro RJ85 69
Under terms of the Jet Agreement, the Company subleases its RJ85 aircraft
from Northwest under operating leases with original terms of up to ten
years. The Jet Agreement allows the Company to return aircraft to
Northwest upon the occurrence of certain events, including termination or
breach of the Jet Agreement.
The Company leases all of its Saab 340 aircraft, either directly from
aircraft leasing companies or through subleases with Northwest under
operating leases with terms of up to 17 years. The Airlink Agreement allows
Mesaba to return aircraft to Northwest upon the occurrence of certain
events.
Aircraft maintenance and repairs on Saab 340 and RJ85 aircraft are charged
to expense when incurred, except for the cost of major airframe
inspections, for which the estimated cost is accrued and charged to
maintenance expense based upon hours flown, thus providing for the
inspection cost when it occurs.
The aircraft operating leases require future minimum rental payments as
follows at March 31, 2000:
2001 $106,438
2002 $106,242
2003 $105,535
2004 $102,457
2005 $ 99,617
Thereafter $347,696
Mesaba has firm lease commitments for the remaining 3 undelivered RJ85
aircraft. The table above does not reflect any minimum lease payments for
those undelivered aircraft.
Rent expense under aircraft operating leases totaled approximately $88,877
in 2000, $70,422 in 1999 and $49,500 (not including wet lease expense) in
1998 (including $48,422, $32,472 and $27,172 paid to Northwest in 2000,
1999 and 1998, respectively).
4. INCOME TAXES:
The provision for income taxes for the three years ended March 31 is
comprised of the following elements:
2000 1999 1998
------- ------- -------
Current:
Federal $19,213 $11,657 $11,053
State 3,831 2,973 2,895
Deferred (2,889) (517) (819)
------- ------- -------
Total provision for income taxes $20,155 $14,113 $13,129
======= ======= =======
The actual income tax expense differs from the expected tax expense for
2000, 1999 and 1998 (computed by applying the U.S. federal corporate tax
rate of 35 percent to earnings before income taxes) as follows:
<PAGE>
2000 1999 1998
-------- -------- --------
Computed tax expense at
statutory rate $ 17,926 $ 12,664 $ 11,527
Increase (decrease) in income
taxes resulting from:
State taxes, net of federal tax benefit 2,490 1,932 1,672
Non-deductible flight crew expenses 877 754 552
Other, net (1,138) (1,237) (622)
-------- -------- --------
Total income tax expense $ 20,155 $ 14,113 $ 13,129
Deferred tax assets and liabilities are comprised of the following as of
March 31:
2000 1999 1998
-------- -------- --------
Deferred tax assets:
Maintenance $ 4,064 $ 3,456 $ 2,126
Prepaids 1,938 1,288 229
Warrants 3,069 411 489
Leases 3,181 1,320 1,887
Inventories 678 892 1,344
Other Accruals 2,536 1,460 219
Gross deferred tax assets 15,466 8,827 6,294
Deferred tax liabilities:
Property and equipment 4,563 746 1,042
Preoperating costs - 67 457
Integration funds - - 93
Gross deferred tax liabilities 4,563 813 1,592
-------- -------- --------
Net deferred tax assets $10,903 $ 8,014 $ 4,702
======== ======== ========
5. SHAREHOLDERS' EQUITY:
STOCK SPLIT
On April 6, 1998 the Company's board of directors declared a three-for-two
stock split of the Company's common stock for shares held of record on
April 17, 1998. The par value per common share remained at $0.01. This
stock split has been retroactively reflected in these financial statements.
STOCK OPTION PLANS
The Company has stock option plans for key employees and directors, which
authorize the issuance of shares of common stock for such options. Under
the plans, options are granted by the compensation committee of the board
of directors and vest over a period of four to five years commencing one
year after the date of grant. The purchase price of the stock is 110% of
the fair market value of the stock at the date of grant for participants
owning 10% or more of the outstanding common stock and 100% of the fair
market value for all other participants.
<PAGE>
Stock option transactions for the three years ended March 31 were as
follows:
Shares Price Per Share
---------- ----------------
Options outstanding, March 31, 1997 1,310,250 $2.75-$8.92
Granted 217,500 $8.25-$14.25
Exercised (221,184) $2.75-$8.92
----------
Options outstanding, March 31, 1998 1,306,566 $2.92-$14.25
Granted 190,000 $18.00-$23.00
Exercised (470,779) $2.92-$12.42
----------
Options outstanding, March 31, 1999 1,025,787 $3.50-$23.00
Granted 420,000 $9.63-$13.81
Exercised (403,312) $3.50-$9.50
Cancelled (265,475) $4.75-$23.00
==========
Options outstanding, March 31, 2000 777,000 $3.50-$23.00
==========
Exercisable at March 31, 2000 205,000
==========
Available for grant at March 31, 2000 399,475
==========
As of March 31, 2000, of the total shares available for grant, 54,000 are
available for non-employee directors and 345,475 are available for certain
management personnel.
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting
for its stock option plans. Accordingly, no compensation cost has been
recognized in the accompanying consolidated statements of operations. Had
compensation cost been recognized based on the fair values of options at
the grant dates consistent with the provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation," the Company's net income and net income per
common share would have been decreased to the following pro forma amounts:
2000 1999 1998
------- ------- -------
Net Income
As reported $31,061 $21,271 $19,804
Pro forma $30,191 $19,904 $18,873
Basic Earnings Per
Share
As reported $ 1.54 $ 1.07 $ 1.03
Pro forma $ 1.50 $ 1.01 $ 0.98
Diluted Earnings Per
Share
As reported $ 1.48 $ 0.99 $ 0.95
Pro forma $ 1.43 $ 0.93 $ 0.91
<PAGE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions summarized below:
2000 1999 1998
------------- ------------- ------------
Risk free interest rate 5.26% - 6.23% 5.56% - 5.59% 5.66% - 5.68%
Expected life of option grants 6 yrs. 6 yrs. 6 yrs.
Expected volatility of option grants 51.08% 54.91% 36.63%
Expected dividend yield $0 $0 $0
Weighted average fair value of options $6.28 $11.90 $13.98
6. COMMITMENT AND CONTINGENCIES
:
LEASE COMMITMENTS
In addition to the aircraft described in Note 3, the Company leases land,
office and hangar facilities and certain terminal facilities under
capitalized and operating leases which provide for approximate future
minimum rental payments as follows at March 31, 2000:
Capitalized Operating
Leases Leases
----------- ---------
2001 $ 785 $ 2,701
2002 786 1,680
2003 643 1,399
2004 643 1,350
2005 643 1,334
Thereafter 2,881 25,351
------- -------
6,381 $33,815
Less- Amount representing interest 2,086 =======
-------
4,295
Less- Current maturities 429
-------
Total long-term capital lease obligations 3,866
=======
Rent expense under all facility operating leases totaled approximately
$3,850 in 2000, $3,421 in 1999 and $3,410 in 1998.
BENEFIT PALN
The Company maintains a 401(k) benefit plan for eligible employees whereby
the Company will match 25% to 75% of employee contributions to the plan, up
to 8% of each employee's compensation, depending on each employee's length
of service. The Company's contribution to the plan totaled $1,086 in 2000,
$882 in 1999 and $701 in 1998.
<PAGE>
LITIGATION
The Company is a party to ongoing legal and tax proceedings arising in the
ordinary course of business. In the opinion of management, the resolution
of these matters will not have a material adverse effect on the Company's
consolidated financial position, results of operations or its cash flows.
7. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
year. Diluted earnings per share is computed by dividing net income by the
sum of the weighted average number of shares of common stock outstanding
plus all additional common stock that would have been outstanding if
potentially dilutive common shares related to stock options and warrants
had been issued. Options and warrants totaling 4,063, 3,459 and 1,973 were
excluded from the computation of diluted earnings per share for the years
ended March 31, 2000, 1999 and 1998, respectively. The following table
reconciles the number of shares utilized in the earnings per share
calculations:
2000 1999 1998
-------- -------- --------
Numerator:
Net Income $ 31,061 $ 21,271 $ 19,804
Denominator:
For Earnings per Common Share - Basic:
Weighted average number of issued shares
outstanding 20,177 19,793 19,270
Effect of dilutive Securities:
Computed shares outstanding under the
Company's stock option plan utilizing
the treasury stock method 230 486 711
Computed shares outstanding under
warrants issued utilizing the treasury
stock method 636 1,233 865
-------- -------- --------
For earnings per Common Share - Diluted:
Weighted Average Common Shares and Share
Equivalents Outstanding 21,043 21,512 20,846
======== ======== ========
Earnings per share - Basic $ 1.54 $ 1.07 $ 1.03
======== ======== ========
Earnings per share - Diluted $ 1.48 $ 0.99 $ 0.95
======== ======== ========
<PAGE>
8. QUARTERLY FINANCIAL DATA (Unaudited)
(in thousands except share and per share data)
Quarters of Fiscal Year Ended March 31, 2000
----------------------------------------------------
June 30, September December March 31, Fiscal
1999 30, 1999 31, 1999 2000 Year 2000
-------------------------------------------------------------------------------
Total operating revenues $ 99,815 $102,503 $101,008 $102,873 $ 406,199
Operating income 14,028 11,224 11,593 9,990 46,835
Net income 9,076 7,318 7,851 6,816 31,061
Earnings per Common
Share - Basic $ 0.45 $ 0.36 $ 0.39 $ 0.34 $ 1.54
Weighted average Common
shares outstanding - Basic 19,968 20,221 20,252 20,267 20,177
Earnings per Common
Share - Diluted $ 0.43 $ 0.35 $ 0.38 $ 0.33 $ 1.48
Weighted average Common shares
and Share Equivalents
outstanding - Diluted 21,266 21,119 20,913 20,875 21,043
Quarters of Fiscal Year Ended March 31,1999
----------------------------------------------------
June 30, September December March 31, Fiscal
1998 30, 1998 31, 1998 1999 Year 1999
-------------------------------------------------------------------------------
Total operating revenues $80,469 $71,689 $89,641 $89,954 $331,753
Operating income 10,464 1,806 10,242 9,710 32,222
Net income 6,033 2,080 6,730 6,428 21,271
Earnings per Common
Share - Basic $ 0.31 $ 0.10 $ 0.34 $ 0.32 $ 1.07
Weighted average Common
shares outstanding - Basic 19,616 19,824 19,838 19,864 19,793
Earnings per Common
Share - Diluted $ 0.28 $ 0.10 $ 0.32 $ 0.30 $ 0.99
Weighted average Common
shares and Share Equivalents
outstanding - Diluted 21,755 21,638 21,230 21,246 21,512
<PAGE>
Consent of independent public accountants
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K into the Company's previously
filed Registration Statements File Nos. 33-89930, 33-62386, 33-42757, 33-
42759, 33-19528 and 2-93739.
Arthur Andersen LLP
Minneapolis, Minnesota,
June 26, 2000
<PAGE>
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
Information regarding the directors of the Company is incorporated
herein by reference to the descriptions set forth under the caption
"Election of Directors" in the Proxy Statement for the 2000 Annual Meeting
of Shareholders (the "2000 Proxy Statement"). Information regarding
executive officers of the Company is incorporated herein by reference to
Item 1 of this Form 10-K under the caption "Executive Officers of the
Company" on page 9.
Item 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated herein by
reference to the information set forth under the caption "Compensation of
Executive Officers" in the 2000 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners
and management of the Company is incorporated herein by reference to the
information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the 2000 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions
with the Company is incorporated herein by reference to the information set
forth under the caption "Certain Transactions" in the 2000 Proxy Statement.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed with this report.
(1) Financial Statements of Mesaba Holdings, Inc.
Page of this
Form 10-K
Report of Independent Public Accountants 19
Consolidated balance sheets as of March 31, 20
2000 and 1999
Consolidated statements of operations for the 21
years ended March 31, 2000, 1999 and 1998
Consolidated statements of shareholders' 22
equity for the years ended March 31, 2000,
1999 and 1998
Consolidated statements of cash flows for the 23
years ended March 31, 2000, 1999 and 1998
Notes to consolidated financial statements 24
(2) Not applicable
<PAGE>
(3) Exhibits
3A. Restated Articles of Incorporation. Incorporated by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
September 31, 1995.
3B. Articles of Amendment to the Company's Articles of Incorporation.
Incorporated by reference to exhibit 3A to the Company's 10-Q for
the quarter ended September 30, 1997.
3C. Bylaws. Incorporated by reference to Exhibit 3.2 to the Form S-4.
4A. Specimen certificate for shares of the Common Stock of the
Company. Incorporated by reference to Exhibit 4A to the Company's
Form 10-K for the year ended March 31, 1989.
4B. Common Stock Purchase Warrant dated October 25, 1996 issued to
Northwest Airlines, Inc. Incorporated by reference to Exhibit 4A
to the Company's 10-Q for the quarter ended September 30, 1996.
4C. Common Stock Purchase Warrant dated October 17, 1997 issued to
Northwest Airlines, Inc. Incorporated by reference to Exhibit 4A
to the Company's 10-Q for the quarter ended September 30, 1997.
9A. Shareholder's Agreement regarding election of representative of
Northwest Aircraft Inc. to Board of Directors. Incorporated by
reference to Exhibit 9A to Mesaba's Registration Statement on Form
S-1, Registration No. 33-820.
10A.FAA Air Carrier Operating Certificate. Incorporated by reference
to Exhibit 10A to the Company's Form 10-K for the year ended March
31, 1989.
10B.1986 Stock Option Plan (as Amended). Incorporated by reference to
Exhibit 10D to the Company's Form 10-K for the year ended March
31, 1990.
10C.1991 Director Stock Option Plan. Incorporated by reference to
Exhibit 10(i) to the Company's Registration Statement on Form S-8,
Registration No. 33-62386.
10D.CAB Part 298 Registration. Incorporated by reference to Exhibit
10G to Mesaba's Form 10-K for the year ended March 31, 1987.
10E.Revolving Credit and Term Loan Agreement Dated as of November 7,
1988 between Norwest Bank Minnesota, N.A. and Mesaba Aviation,
Inc. Incorporated by reference to Exhibit 10F to the Company's
Form 10-K for the year ended March 31, 1989.
10F.Airline Services Agreement between Mesaba Aviation, Mesaba
Holdings, Inc. and Northwest Airlines, Inc. dated July 1, 1997
(certain portions of this agreement are subject to an order
granting confidential treatment pursuant to Rule 24b-2).
Incorporated by reference to Exhibit 10A to the Company's Form
10-Q for the quarter ended September 30, 1997.
10G.Regional Jet Services Agreement between Mesaba Holdings, Inc.,
Mesaba Aviation, Inc. and Northwest Airlines, Inc., dated October
25, 1996 (certain provisions of this agreement are subject to an
order granting confidential treatment pursuant to Rule 24b-2).
Incorporated by reference to Exhibit 10A to the Company's Form 10-
Q for the quarter ended September 30, 1996.
10H.Foreign Air Carrier Operating Certificates issued May 6, 1991 by
the Canadian Department of Transport. Incorporated by reference
to Exhibit 10H to the Company's Form 10-K for the year ended March
31, 1991.
<PAGE>
10I.Facility Lease and Operating Agreement dated April 18, 1988,
between the Metropolitan Airport Commission and Mesaba Aviation,
Inc. Incorporated by reference to Exhibit 10K to the Company's
Form 10-K for the year ended March 31, 1989. Incorporated by
reference to Exhibit 10J to the Company's Form 10-K for the year
ended March 31, 1997.
10J.Ninth Amendment to Revolving Credit and Term Loan Agreement and
Amendment to Revolving Note between Mesaba Aviation, Inc. and
Norwest Bank Minnesota, National Association.
10K.Letter of Credit and Reimbursement Agreement dated as of August 1,
1990 between Mesaba Aviation, Inc. and Norwest Bank Minnesota,
National Association. Incorporated by reference to Exhibit 10A to
the Company's Form 10-Q for the quarter ended September 30, 1990.
10L.Special Facilities Lease dated as of August 1, 1990 between
Charter County of Wayne, State of Michigan and Mesaba Aviation,
Inc. Incorporated by reference to Exhibit 10B to the Company's
Form 10-Q for the quarter ended September 30, 1990.
10M.Ground Lease dated August 1, 1990 between Charter County of Wayne,
State of Michigan and Mesaba Aviation, Inc. Incorporated by
reference to Exhibit 10C to the Company's Form 10-Q for the
quarter ended September 30, 1990.
10N.Combination Leasehold Mortgage, Assignment of Rents, Security
Agreement and Fixture Financing Statement dated as of August 1,
1990 between Mesaba Aviation, Inc. and Norwest Bank Minnesota,
National Association. Incorporated by reference to Exhibit 10D to
the Company's Form 10-Q for the quarter ended September 30, 1990.
10O.Letter Agreement dated December 24, 1992 relating to the
repurchase of shares of Common Stock from Northwest Aircraft, Inc.
Incorporated by reference to Exhibit 10EE to the Company's Form
10-K for the year ended March 31, 1993.
10P.DOT Certificate of Public Convenience and Necessity dated October
26, 1992. Incorporated by reference to Exhibit 10FF of the
Company's Form 10-K for the year ended March 31, 1993.
10Q.Stock Purchase Agreement between AirTran Corporation and Carl R.
Pohlad dated as of October 18, 1993. Incorporated by reference to
Exhibit 10 of the Company's Form 8-K dated October 19, 1993.
10R.1994 Stock Option Plan (as amended July 1, 1997). Incorporated by
reference to Exhibit 10B to the Company's Form 10-Q for the
quarter ended September 30, 1997.
10S.Agreement between AirTran Corporation, Mesaba Aviation, Inc.,
Northwest Aircraft, Inc., and Northwest Airlines, Inc. dated May
18, 1995. Incorporated by reference to Exhibit 10A of the
Company's Form 8-K as filed May 18, 1995.
10T.Preliminary Agreement between AirTran Corporation, Mesaba
Aviation, Inc. and Northwest Airlines, Inc. dated March 8, 1995.
Incorporated by reference to Exhibit 10 of the Company's Form 8-K
as filed March 8, 1995.
10U.Term Sheet Proposal for the Acquisition of Saab 340 Aircraft by
Mesaba Aviation, Inc. dated March 7, 1996 (certain portions of
this document have been deleted pursuant to an application for
confidential treatment under Rule 24b-2). Incorporated by
reference to Exhibit 10U to the Company's Form 10-K/A for the year
ended March 31, 1996.
10V.Letter Agreement regarding Saab 340B Plus Acquisition Financing
dated March 7, 1996 (certain portions of this document have been
deleted pursuant to an application for confidential treatment
under Rule 24b-2). Incorporated by reference to Exhibit 10V to the
Company's Form 10-K/A for the year ended March 31, 1996.
10W.Letter Agreement of April 26, 1996 relating to Airline Services
Agreement between Mesaba Aviation, Inc. and Northwest Airlines,
Inc. (certain portions of this document have been deleted pursuant
to an application for confidential treatment under Rule 24b-2).
Incorporated by reference to Exhibit 10W to the Company's Form 10-
K/A for the year ended March 31, 1996.
10X.Letter Agreement of October 25, 1996 relating to Regional Jet
Services Agreement between Mesaba Aviation, Inc. and Northwest
Airlines, Inc. (certain portions of this document have been
deleted pursuant to an application for confidential treatment
under Rule 24b-2). Incorporated by reference to Exhibit 10A to the
Company's Form 10-Q/A for the quarter ended September 30, 1996.
10Y.Amendment No. 1 to Regional Jet Services Agreement dated April
1, 1998 between Mesaba Holdings, Inc., Mesaba Aviation, Inc. and
Northwest Airlines, Inc. (certain portions of this document have
been deleted pursuant to an application for confidential treatment
under Rule 24b-2). Incorporated by reference to Exhibit 10A to the
Company's Form 10-Q for the quarter ended June 30, 1998
10Z.Amendment No. 2 to Regional Jet Services Agreement dated June
2, 1998 between Mesaba Holdings, Inc., Mesaba Aviation, Inc. and
Northwest Airlines, Inc. (certain portions of this document have
been deleted pursuant to an application for confidential treatment
under Rule 24b-2). Incorporated by reference to Exhibit 10B to the
Company's Form 10-Q for the quarter ended June 30, 1998
10AA.Lease Agreement, dated as of July 1, 1999, between Kenton
County Airport Board and Mesaba Aviation, Inc.
10BB.Ground Lease, dated as of September 1, 1999, between Kenton
County Airport Board and Mesaba Aviation, Inc.
21. Subsidiaries. Incorporated by reference to Exhibit 21 to the
Company's Form 10-K for the year ended March 31, 1997.
23. Consent of independent public accountants.
24. Powers of Attorney.
<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 report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MESABA HOLDINGS, INC.
Dated: June 29, 2000
By /S/ Paul F. Foley
------------------------
Paul F. Foley
President and Chief Executive 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.
/s/ Paul F. Foley
--------------------
Paul F. Foley President and Chief Executive Officer
Principal Executive Officer) and Director June 29, 2000
/s/ Robert E. Weil
--------------------
Robert E. Weil Vice President and Chief Financial Officer
(Principal Financial Officer) June 29, 2000
/s/ Jon R. Meyer
--------------------
Jon R. Meyer Director of Accounting and Controller
(Principal Accounting Officer) June 29, 2000
*
--------------------
Donald E. Benson Director June 29, 2000
*
--------------------
Richard H. Andersen Director June 29, 2000
*
--------------------
Douglas M. Steenland Director June 29, 2000
*
--------------------
Carl R. Pohlad Director June 29, 2000
*
--------------------
Robert C. Pohlad Director June 29, 2000
*
--------------------
Pierson M. Grieve Director June 29, 2000
*
--------------------
Raymond W. Zehr, Jr. Director June 29, 2000
*By /s/Paul F. Foley
--------------------
Paul F. Foley Attorney-in-fact June 29, 2000
