EX-99.1 2 mesa-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2024 Results

 

May 14, 2025

 

PHOENIX, May 14, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported fourth quarter and fiscal full-year 2024 financial and operating results.

 

Fourth Quarter Fiscal 2024 Update:

Total operating revenues of $115.3 million
Pre-tax loss of $24.5 million, net loss of $24.9 million, or $(0.60) per diluted share
Adjusted net loss1 of $0.1 million2, or $(0.00) per diluted share
Adjusted EBITDAR1 of $18.2 million
Operated at a 99.88% controllable completion factor3

 

Republic Transaction:

Entered into definitive agreement with Republic Airways Holdings Inc. (“Republic”) for an all-stock merger to create a leading regional airline company
Mesa’s operations will support a new 10-year CPA with United Airlines, Inc. (“United”) as part of transaction

 

Asset Transactions Over Past Six Months:

Completed sales of 18 E-175 aircraft to United for gross proceeds of $227.7 million, $143.0 million of which was assumed or used for the repayment of debt, with net proceeds of $84.7 million
Also completed sales of:
o
3 of 15 CRJ-900 airframes agreed to be sold to a third party in December 2024 quarter
o
17 of 23 spare engines previously agreed to be sold to two third parties in June 2024 quarter
o
11 of 23 spare engines previously agreed to be sold to a third party in December 2023 quarter
Agreed to sell remaining 29 surplus CRJ-900 airframes and 23 surplus CRJ-900 engines for total gross proceeds of $44.8 million, of which 44.1 million will be used for the repayment of U.S. Treasury debt
Sold spare Boeing 737 parts to a third party for gross proceeds of $1.4 million

 

Operational Updates:

Averaged 8.9 block hours per day in December 2024 quarter and 9.4 block hours per day in March 2025 quarter, and anticipate operating 9.8 block hours per day in the June 2025 quarter
Mesa Pilot Development (MPD) program began operations in Glendale, AZ in February 2025

 

“As we announced, we are moving forward with a merger with Republic Airways to create one of the world’s largest operators of Embraer 170/175 aircraft,” said Jonathan Ornstein, Mesa Chairman and CEO. “We think this combination will create value for our shareholders as well greater opportunity for our people. With the deal announced, we are working cooperatively with our counterparts at Republic to close the transaction and set a go-forward operational plan.”

 

“For fiscal full-year 2024, we produced positive adjusted EBITDAR, and we have continued to take steps to improve our financial performance over the past several months,” continued Ornstein. “Our scheduling and utilization have been increasing sequentially, and we anticipate utilization will increase again for the June 2025 quarter. As of the end of February, we are exclusively flying E-175s, creating a more efficient operation and enabling us to transact on our remaining surplus CRJ assets. We plan to continue to strengthen our operational and financial performance ahead of the closing of our transaction with Republic.”

 


1 See Reconciliation of GAAP versus non-GAAP Disclosures

2 Adjusted net loss primarily excludes $22.8 million of costs related to impairment of assets held for sale

3 Excludes cancellations due to weather and air traffic control

 


 

Fourth Quarter Fiscal 2024 Details

Total operating revenues in Q4 2024 were $115.3 million, an increase of $0.9 million from $114.4 million for Q4 2023. Contract revenue decreased by $0.9 million, or 1.0%, to $93.8 million, compared to $94.7 million in Q4 2023, driven by a reduction in DHL revenue due to the wind-down of the FSA, offset by an increase in United Airlines revenue as a result of higher E-175 block-hour rates.

 

Pass-through revenue increased by $1.8 million, or 9.1%, driven primarily by higher maintenance pass-through expense. Mesa’s Q4 2024 results include, per GAAP, the deferral of $2.8 million in revenue, versus the recognition of $1.7 million of previously deferred revenue in Q4 2023. The remaining deferred revenue balance of $9.6 million will be recognized as flights are completed over the remaining term of the United contract.

 

Total operating expenses in Q4 2024 were $132.3 million, a decrease of $2.3 million, or 1.7%, versus Q4 2023. This decrease primarily reflects a $14.2 million decrease in flight operations expense and a $6.8 million decrease in maintenance expense, due to fewer contracted aircraft and decreases in pilot training costs, as well as $6.1 million lower depreciation and amortization expense primarily due to the retirement and sale of CRJ aircraft and engines. These decreases were partially offset by asset impairment costs that were $19.4 million higher versus Q4 2023.

 

Mesa’s Q4 2024 results reflect a net loss of $24.9 million, or $(0.60) per diluted share, compared to a net loss of $28.3 million, or $(0.69) per diluted share, for Q4 2023. Mesa’s Q4 2024 adjusted net loss was $0.1 million, or $(0.00) per diluted share, versus an adjusted net loss of $26.4 million, or $(0.64) per diluted share, in Q4 2023.

 

Mesa’s adjusted EBITDA1 for Q4 2024 was $14.7 million, compared to an adjusted EBITDA loss of $2.9 million for Q4 2023. Adjusted EBITDAR was $18.2 million for Q4 2024, compared to an adjusted EBITDAR loss of $2.4 million for Q4 2023.

 

Fourth Quarter Fiscal 2024 Operating Performance

 

Operationally, the Company reported a controllable completion factor of 99.88% for United during Q4 2024. This is compared to a controllable completion factor of 99.54% for United during Q4 2023. Controllable completion factor excludes cancellations due to weather and air traffic control.

 

For Q4 2024, the Company operated 67 large (70/76 seats) jets under its CPA with United, comprising 55 E-175s and twelve CRJ-900s.

 

Fiscal Full-Year 2024 Results

 

Total operating revenues for fiscal full-year 2024 were $476.4 million, a decrease of $21.7 million, or 4.3%, from $498.1 million for fiscal full-year 2023. Contract revenue decreased by $17.0 million, or 4.0%. This was primarily driven by a reduction in block hours, fewer aircraft under contract, and the wind-down of the DHL FSA, partially offset by higher United Airlines block-hour rates.

 

Pass-through revenue, driven by lower pass-through maintenance expense, decreased by $4.7 million, or 6.1%. Mesa’s fiscal full-year 2024 results include, per GAAP, the recognition of $11.4 million of previously deferred revenue, versus the recognition of $3.0 million of previously deferred revenue in fiscal full-year 2023.

 

Total operating expenses in fiscal full-year 2024 were $542.2 million, a decrease of $40.2 million, or 6.9%, versus fiscal full-year 2023. This decrease reflects a $32.3 million decrease in flight operations expense and a $14.9 million decrease in maintenance expense, due to fewer contracted aircraft and decreases in pilot training costs, as well as $20.3 million lower depreciation and amortization expense, primarily due to the retirement and sale of CRJ aircraft and engines. These decreases were partially offset by asset impairment costs that were $19.4 million higher versus fiscal full-year 2023.


 

 

Mesa’s fiscal full-year 2023 results reflect a net loss of $91.0 million, or $(2.21) per diluted share, compared to a net loss of $120.1 million, or $(3.04) per diluted share, for fiscal full-year 2023. Mesa’s fiscal full-year 2024 adjusted net loss was $23.0 million, or $(0.56) per diluted share, versus an adjusted net loss of $79.5 million, or $(2.01) per diluted share, in fiscal full-year 2023.

 

Mesa’s Adjusted EBITDA for fiscal full-year 2024 was $55.5 million, compared to $24.2 million in fiscal full-year 2023. Adjusted EBITDAR was $63.3 million for fiscal full-year 2024, compared to $30.4 million in fiscal full-year 2023.

 

Balance Sheet and Liquidity

 

Mesa ended the September quarter with $15.6 million in unrestricted cash and cash equivalents. As of September 30, 2024, the Company had $315.2 million in total debt, secured primarily with aircraft and engines, compared to a balance of $538.3 million as of September 30, 2023. During the quarter, the Company paid $51.1 million in debt, comprising payments related to CRJ engine sale transactions and scheduled obligations.

 

As of March 31, 2025, Mesa had $54.1 million in unrestricted cash and cash equivalents. Based on the most recent appraisal value of spare parts, Mesa had $12.4 million in available credit under its United facility, subject to approval.

 

Form 10-Qs

 

The Company continues to work diligently to complete the Form 10-Qs for the periods ended December 31, 2024 and March 31, 2025 and plans to file them as soon as possible.

 

About Mesa Air Group, Inc.

 

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 82 cities in 32 states, the District of Columbia, Cuba, and Mexico. As of March 31, 2025, Mesa operated a fleet of 60 aircraft, with approximately 238 daily departures. The Company had approximately 1,650 employees. Mesa operates all its flights as United Express pursuant to the terms of a capacity purchase agreement entered into with United Airlines, Inc.

 

Important Cautions Regarding Forward-Looking Statements


 

This Press Release includes information that constitutes 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. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the ability to complete the proposed merger with Republic on the proposed terms or on the anticipated timeline, or at all, including the risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the proposed transaction, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with Listing Rule, the Company’s ability to become current with its reports with the SEC, and the risk that the completion and filing of the Form 10-Q will take longer than expected. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC, including the risk factors contained in its most recent Annual Report on Form 10-K and the Company’s other subsequent filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

 

Contact:

Mesa Air Group, Inc.

Media

[email protected]


Investor Relations
[email protected] 

 


 

MESA AIR GROUP, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share amounts) (Unaudited)

 

 

Three months

ended September 30,

 

 Twelve months

ended September 30,

 

2024

2023

 

2024

2023

Operating revenues:

 

 

 

 

 

   Contract revenue

 $ 93,806

 $ 94,710

 

 $ 404,322

$ 421,298

   Pass-through and other revenue

            21,451

            19,656

 

           72,087

76,767

      Total operating revenues

          115,257

          114,366

 

          476,409

498,065

 

 

 

 

 

Operating expenses:

 

 

 

 

 

   Flight operations

            37,870

            52,041

 

           184,472

216,748

   Maintenance

            47,560

            54,304

 

           184,725

199,648

   Aircraft rent

            3,501

               418

 

             7,797

6,200

   General and administrative

           11,391

            9,893

 

            44,248

48,765

   Depreciation and amortization

             7,195

            13,299

 

             40,041

60,359

   Asset impairment

            22,786

           3,392

 

             73,709

54,343

   Loss/(Gain) on sale of assets

531

109

 

682

(7,162)

   Other operating expenses

             1,455

                1,152

 

             6,555

3,510

        Total operating expenses

          132,290

          134,608

 

         542,229

582,411

        Operating loss

            (17,033)

           (20,242)

 

           (65,820)

(84,346)

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

   Interest expense

 (7,624)

           (13,599)

 

 (38,455)

(49,921)

   Interest income

                  23

                  18

 

                  68

146

   Gain on investments

             1,578

                  —

 

             8,032

   Unrealized (Loss)/Gain on

      investments, net

            (71)

             2,133

 

            (6,145)

5,408

   Gain on extinguishment of debt

 

2,954

   Gain on debt forgiveness

 

10,500

   Other (expense)/income, net

               (1,396)

                392

 

               (1,630)

(148)

      Total other expense, net

      (7,491)

  (11,056)

 

            (24,676)

(44,515)

Loss before taxes

      (24,524)

           (31,298)

 

            (90,496)

(128,861)

Income tax expense (benefit)

                393

            (2,954)

 

                  519

(8,745)

Net loss

$ (24,917)

 $ (28,344)

 

$ (91,015)

$ (120,116)

 

Net loss per share attributable to common shareholders

 

 

 

 

 

   Basic

 $ (0.60)

 $ (0.69)

 

 $ (2.21)

$ (3.04)

   Diluted

 $ (0.60)

 $ (0.69)

 

 $ (2.21)

$ (3.04)

 

Weighted-average common shares outstanding

 

 

 

 

 

   Basic

            41,332

            40,885

 

            41,137

39,465

   Diluted

            41,332

            40,885

 

            41,137

39,465

 


 

MESA AIR GROUP, INC.

Consolidated Balance Sheets

(In thousands) (Unaudited)

 

 

September 30,

2024

 

September 30,

2023

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

  Cash and cash equivalents

 

$ 15,621

 

 $ 32,940

  Restricted cash

 

                3,009

 

               3,132

  Receivables, net

 

                                                        5,263

 

                8,253

  Expendable parts and supplies, net

 

                                                      28,272

 

               29,245

  Assets held for sale

 

            5,741

 

              57,722

  Prepaid expenses and other current assets

 

              3,371

 

               7,294

     Total current assets

 

             61,277

 

             138,586

 

 

 

 

Property and equipment, net

 

            426,351

 

             698,022

Lease and equipment deposits

 

                1,289

 

                 1,630

Operating lease right-of-use assets

 

                7,231

 

                 9,709

Deferred heavy maintenance, net

 

                6,396

 

                 7,974

Assets held for sale

 

              86,605

 

               12,000

Other assets

 

              7,709

 

               30,546

        TOTAL ASSETS

 

$ 596,858

 

 $ 898,467

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

  Current portion of long-term debt and finance leases

 

$ 50,455

 

 $ 163,550

  Current portion of deferred revenue

 

                3,932

 

                 4,880

  Current maturities of operating leases

 

                1,681

 

                 3,510

  Accounts payable

 

              72,096

 

               58,957

  Accrued compensation

 

              12,797

 

               10,008

  Customer deposits

 

1,189

 

  Other accrued expenses

 

              32,308

 

               27,001

      Total current liabilities

 

 174,458

 

    267,906

 

 

 

 

NONCURRENT LIABILITIES:

 

 

 

 

  Long-term debt and finance leases, excluding current portion

 

            259,816

 

             364,728

  Noncurrent operating lease liabilities

 

                6,863

 

                 8,077

  Deferred credits

 

                3,020

 

                 4,617

  Deferred income taxes

 

               8,173

 

                 8,414

  Deferred revenue, net of current portion

 

               5,707

 

               16,167

  Other noncurrent liabilities

 

              28,579

 

               28,522

     Total noncurrent liabilities

 

           312,158

 

             430,525

     Total liabilities

 

            486,616

 

             698,431

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 


 

Common stock of no par value and additional paid-in capital, 125,000,000 shares authorized; 41,331,719 (2024) and 40,940,326 (2023) shares issued and outstanding, 4,899,497 (2024) and 4,899,497 (2023) warrants issued and outstanding

 

            272,376

 

             271,155

   Accumulated deficit

 

          (162,134)

 

              (71,119)

        Total stockholders' equity

 

            110,242

 

             200,036

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 $ 596,858

 

 $ 898,467

 

MESA AIR GROUP, INC.

Operating Highlights

(Unaudited)

 

 

Three months ended

 

 

September 30,

 

 

2024

 

2023

 

Change

Available seat miles (thousands)

 

          947,328

 

       990,952

 

(4.4)%

Block hours

 

           42,495

 

            44,519

 

(4.5)%

Average stage length (miles)

 

                 541

 

                 546

 

(0.9)%

Departures

 

            23,529

 

            24,894

 

(5.5)%

Passengers

 

       1,435,580

 

       1,517,871

 

(5.4)%

Controllable completion factor*

 

 

 

 

 

 

United

 

99.88%

 

99.54%

 

0.3%

Total completion factor**

 

 

 

 

 

 

United

 

97.11%

 

97.75%

 

(0.7)%

 

*Controllable completion factor excludes cancellations due to weather and air traffic control

**Total completion factor includes all cancellations

 

Reconciliation of non-GAAP financial measures

 

Although these financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"), certain non-GAAP financial measures may provide investors with useful information regarding the underlying business trends and performance of Mesa's ongoing operations and may be useful for period-over-period comparisons of such operations. The tables below reflect supplemental financial data and reconciliations to GAAP financial statements for the three and twelve months ended September 30, 2024 and September 30, 2023. Readers should consider these non-GAAP measures in addition to, not a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures exclude some, but not all items that may affect the Company's net income or loss. Additionally, these calculations may not be comparable with similarly titled measures of other companies.

 

Reconciliation of GAAP versus non-GAAP Disclosures

(In thousands) (Unaudited)

 

 

Three Months Ended September 30, 2024

 

Three Months Ended September 30, 2023

 

Income (Loss) Before Taxes

Income Tax (Expense)

Benefit

Net Income (Loss)

Net Income (Loss)

per Diluted Share

 

Income

(Loss)

Before Taxes

Income Tax (Expense)

Benefit

Net Income

(Loss)

Net Income (Loss)

 per Diluted Share


 

GAAP income (loss)

$ (24,524)

$ (393)

$ (24,917)

$ (0.60)

 

$ (31,298)

      $ 2,954

$ (28,344)

$ (0.69)

Adjustments(1)(2)(3)(4)(5)(6)

24,444

392

24,836

$ 0.60

 

1,551

426

1,977

$ 0.05

Adjusted loss

(80)

(1)

  (81)

$ (0.00)

 

(29,747)

3,380

(26,367)

 $ (0.64)

 

 

 

 

 

 

 

 

 

 

Interest expense

                                  7,624

 

 

 

                                13,599

 

 

Interest income

(23)

 

 

 

 

(18)

 

 

 

Depreciation and amortization

 

7,195

 

 

 

 

 

13,299

 

 

 

Adjusted EBITDA

14,717

 

 

 

 

(2,867)

 

 

 

 

 

 

 

 

 

 

 

 

 

Aircraft rent

3,501

 

 

 

 

418

 

 

 

Adjusted EBITDAR

$ 18,217

 

 

 

 

$ (2,449)

 

 

 

 

(1) $0.1 million loss and $2.1 million gain resulting from changes in the fair value of the Company's investments in equity securities for the three months ended September 30, 2024 and 2023, respectively.

(2) $22.8 million and $3.4 million in asset impairment related to held for sale assets during the three months ended September 30, 2024 and 2023, respectively.

(3) $0.1 million and $0.2 million loss on deferred financing costs related to retirement of debts during the three months ended September 30, 2024 and 2023, respectively.

(4) $1.9 million and $0.1 million loss on the disposal of aircraft and engines during the three months ended September 30, 2024 and 2023, respectively.

(5) $1.2 million in non-recurring third party costs associated with non-recurring transactions during the three months ended September 30, 2024.

(6) $1.6 million gain on the sale of investments in equity securities during the three months ended September 30, 2024.

 

Fiscal Year Ended September 30, 2024

 

Fiscal Year Ended September 30, 2023

 

Income (Loss) Before Taxes

Income Tax (Expense)

Benefit

Net Income (Loss)

Net Income (Loss) per Diluted Share

 

Income

(Loss)

Before Taxes

Income

Tax (Expense)

Benefit

Net

Income

(Loss)

Net Income (Loss)

 per Diluted Share

GAAP income (loss)

$ (90,496)

$ (519)

$ (91,015)

$ (2.21)

 

$ (128,861)

        $ 8,745

  $(120,116)

$ (3.04)

Adjustments(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)

67,582

388

67,970

$ 1.65

 

42,949

(2,305)

40,644

$ 1.03

Adjusted income (loss)

(22,914)

(131)

  (23,045)

$ (0.56)

 

(85,912)

6,440

(79,472)

 $ (2.01)

 

 

 

 

 

 

 

 

 

 

Interest expense

                                 38,455

 

 

 

                                 49,921

 

 

Interest income

(68)

 

 

 

 

(146)

 

 

 

Depreciation and amortization

 

40,041

 

 

 

 

 

60,359

 

 

 

Adjusted EBITDA

55,514

 

 

 

 

  24,222

 

 

 

 

 

 

 

 

 

 

 

 

 

Aircraft rent

7,797

 

 

 

 

6,200

 

 

 

Adjusted EBITDAR

$63,311

 

 

 

 

$30,422

 

 

 

 

(1) $3.7 million impairment loss on intangible assets during the fiscal year ended September 30, 2023.

(2) $1.6 million and $1.2 million loss on deferred financing costs related to the retirement of debts during the during the fiscal years ended September 30, 2024 and 2023, respectively.

(3) $73.7 million and $50.6 million in asset impairment related to held for sale assets during the fiscal years ended September 30, 2024 and 2023, respectively.

(4) $6.1 million loss and $5.4 million gain resulting from changes in the fair value of the Company's investments in equity securities during the fiscal years ended September 30, 2024 and 2023, respectively.

(5) $0.7 million loss and $7.2 million gain on the sale of aircraft, engines, and other assets during the fiscal years ended September 30, 2024 and 2023, respectively.


 

(6) $6.0 million in third party costs associated with non-recurring transactions during the fiscal year ended September 30, 2024.

(7) $0.9 million loss for early payment fees on the retirement of debt during the fiscal year ended September 30, 2024.

(8) $10.5 million gain on debt forgiveness during the fiscal year ended September 30, 2024.

(9) $3.0 million gain on extinguishment of debt during the fiscal year ended September 30, 2024.

(10) $8.0 million gain on the sale of investments in equity securities during the fiscal year ended September 30, 2024.

Source: Mesa Air Group, Inc.