[10-Q] MESA AIR GROUP INC Quarterly Earnings Report
Mesa Air Group (MESA) reported a sharply weaker balance sheet and ongoing losses for the nine months ended September 30, 2025, while advancing a transformative merger with Republic Airways. Operating revenue fell to $278.2 million from $357.6 million a year earlier, and the company posted a net loss of $51.9 million versus a $33.2 million loss, driven largely by $53.4 million of impairment on assets held for sale.
Total assets dropped to $158.9 million from $383.6 million, and stockholders’ equity turned more negative at $(52.6) million compared with $(1.4) million, reflecting heavy write-downs and debt. Operating cash flow swung to a use of $34.6 million from $42.1 million provided. Mesa sold 18 E-175 aircraft to United for $227.7 million and used or allocated proceeds toward debt reduction and assumed obligations, leaving United as owner of all 60 E-175s it operates.
Mesa entered a Merger Agreement under which Republic shareholders are expected to own about 88% of the surviving company and Mesa shareholders about 6%, with potential to reach roughly 12% upon meeting conditions. All listed closing conditions were met by November 20, 2025 and closing is expected on November 25, 2025. An amendment to Mesa’s Treasury Loan extended maturity to November 28, 2025, temporarily cut interest to 0%, and provides for a $12.3 million principal reduction if fully repaid at maturity. Management states that, considering the merger and related agreements with United, it has alleviated substantial doubt about Mesa’s ability to continue as a going concern over the next 12 months.
- Transformative merger with Republic: Republic shareholders are expected to hold about 88% of the surviving company and Mesa shareholders about 6%, with potential to reach roughly 12%, supported by a Three Party Agreement with United that contemplates resolving substantially all of Mesa’s outstanding obligations at closing.
- Supportive Treasury Loan amendment: The October 24, 2025 amendment to the Loan and Guarantee Agreement extended the maturity to November 28, 2025, set the interest rate to 0% for 90 days, and provides for a $12.3 million principal reduction if the obligations are paid in full at maturity.
- Deepening losses and negative equity: For the nine months ended September 30, 2025, Mesa recorded a $51.9 million net loss and stockholders’ equity deteriorated to $(52.6) million, driven by reduced revenue and $53.4 million of impairment on assets held for sale.
- Highly concentrated and leveraged position: United accounted for about 98% of revenue for the nine months ended September 30, 2025, all 60 E-175s are now owned by United, and Mesa carries $95.2 million of debt and finance leases, including $62.2 million of UST Loan principal due in 2025.
Insights
Mesa posts large losses and negative equity but pins liquidity on a near-term merger with Republic and support from United.
Mesa Air Group shows a stressed standalone profile. For the nine months ended September 30, 2025, operating revenues fell to
The balance sheet has contracted significantly: total assets declined to
The planned merger with Republic Airways Holdings and the Three Party Agreement with United Airlines are central to Mesa’s forward viability. Republic shareholders are expected to own approximately
`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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 Number
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 14, 2025, the registrant had
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
4 |
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Item 1. Financial Statements |
4 |
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Condensed Consolidated Balance Sheets |
4 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
5 |
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Condensed Consolidated Statements of Stockholders' Equity |
6 |
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Condensed Consolidated Statements of Cash Flows |
7 |
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Notes to Condensed Consolidated Financial Statements |
8 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
26 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
39 |
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Item 4. Controls and Procedures |
40 |
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PART II – OTHER INFORMATION |
41 |
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Item 1. Legal Proceedings |
41 |
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Item 1A. Risk Factors |
41 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
41 |
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Item 3. Defaults Upon Senior Securities |
41 |
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Item 4. Mine Safety Disclosures |
41 |
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Item 5. Other Information |
41 |
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Item 6. Exhibits |
41 |
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SIGNATURES |
43 |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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 (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," “should,” "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and our Transition Report on Form 10-KT for the transition period ended December 31, 2024, filed with the Securities and Exchange Commission on May 13, 2025 and November 20, 2025, respectively. Unless otherwise stated, references to particular years, quarters, months, or periods refer to our fiscal years ended December 31 and the associated quarters, months, and periods of those fiscal years. Each of the terms "the Company," "Mesa Airlines," "Mesa," "we," "us" and "our" as used herein refers collectively to Mesa Air Group, Inc. and its wholly owned subsidiaries, unless otherwise stated. We do not assume any obligation to revise or update any forward-looking statements.
The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:
While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.
3
Part I – Financial Information
Item 1. Financial Statements
MESA AIR GROUP, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts) (September 30, 2025 is unaudited)
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September 30, |
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December 31, |
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2025 |
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2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Receivables, net ($ |
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Expendable parts and supplies, net |
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Assets held for sale |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Lease and equipment deposits |
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Operating lease right-of-use assets |
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Deferred tax asset |
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— |
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Deferred heavy maintenance, net |
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— |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt and finance leases ($ |
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$ |
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Current portion of deferred revenue |
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Current maturities of operating leases |
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Accounts payable |
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Accrued compensation |
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Other accrued expenses |
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Total current liabilities |
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Noncurrent liabilities: |
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Long-term debt and finance leases, excluding current portion ($ |
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Noncurrent operating lease liabilities |
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Deferred credits from related party |
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— |
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Deferred income taxes |
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— |
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Deferred revenue, net of current portion |
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Other noncurrent liabilities |
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Total noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 14) |
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Stockholders' equity: |
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Common stock of |
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Accumulated deficit |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to these condensed consolidated financial statements.
4
MESA AIR GROUP, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share amounts) (Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Operating revenues: |
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Contract revenue (2025 - $ |
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$ |
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$ |
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$ |
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$ |
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Pass-through and other revenue |
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Total operating revenues |
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Operating expenses: |
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Flight operations |
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Maintenance |
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Aircraft rent |
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General and administrative |
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Depreciation and amortization |
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Asset impairment |
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Loss on sale of assets |
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— |
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— |
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— |
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Other operating expenses |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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Other income (expense), net: |
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Interest expense |
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( |
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( |
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( |
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( |
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Interest income |
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Gain on investments |
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— |
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— |
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Unrealized loss on investments, net |
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— |
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( |
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( |
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( |
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Gain on debt forgiveness |
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— |
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— |
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— |
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Other income (expense), net |
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( |
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Total other income (expense), net |
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( |
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( |
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( |
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Loss before taxes |
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( |
) |
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( |
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( |
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( |
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Income tax expense (benefit) |
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( |
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( |
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Net loss and comprehensive loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
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Net loss per share attributable to |
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common shareholders |
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Basic |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Diluted |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted-average common shares outstanding |
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Basic |
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Diluted |
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See accompanying notes to these condensed consolidated financial statements.
5
MESA AIR GROUP, INC.
Condensed Consolidated Statements of Stockholders' Equity
(In thousands, except share amounts) (Unaudited)
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Nine Months Ended September 30, 2024 |
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Common |
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Stock and |
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Additional |
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Number of |
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Number of |
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Paid-In |
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Accumulated |
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Shares |
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Warrants |
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Capital |
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Deficit |
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Total |
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Balance at December 31, 2023 |
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$ |
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$ |
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$ |
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Stock compensation expense |
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— |
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— |
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— |
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Payment of tax withholding for RSUs |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Restricted shares issued |
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— |
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— |
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— |
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— |
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Employee share purchases |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance at March 31, 2024 |
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$ |
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$ |
( |
) |
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$ |
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Stock compensation expense |
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— |
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— |
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— |
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Payment of tax withholding for RSUs |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Restricted shares issued |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2024 |
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( |
) |
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Stock compensation expense |
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— |
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— |
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— |
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Payment of tax withholding for RSUs |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Restricted shares issued |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2024 |
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( |
) |
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Nine Months Ended September 30, 2025 |
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Common |
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Stock and |
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Additional |
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Number of |
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Number of |
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Paid-In |
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Accumulated |
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Shares |
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Warrants |
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Capital |
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Deficit |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
( |
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$ |
( |
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Stock compensation expense |
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— |
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— |
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— |
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Payment of tax withholding for RSUs |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Restricted shares issued |
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— |
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— |
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— |
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— |
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|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Payment of tax withholding for RSUs |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted shares issued |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at June 30, 2025 |
|
|
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Payment of tax withholding for RSUs |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted shares issued |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
See accompanying notes to these condensed consolidated financial statements.
6
MESA AIR GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock compensation expense |
|
|
|
|
|
|
||
Unrealized loss on investments, net |
|
|
|
|
|
|
||
Realized gain on investments |
|
|
— |
|
|
|
( |
) |
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Write off of warrant liability |
|
|
( |
) |
|
|
— |
|
Amortization of deferred credits |
|
|
( |
) |
|
|
( |
) |
Amortization of debt discount and issuance costs and accretion of interest into long-term debt |
|
|
|
|
|
|
||
Asset impairment |
|
|
|
|
|
|
||
Loss on sale of assets |
|
|
|
|
|
— |
|
|
(Gain) on debt forgiveness |
|
|
— |
|
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Receivables |
|
|
( |
) |
|
|
|
|
Expendable parts and supplies |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other operating assets and liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Deferred heavy maintenance |
|
|
— |
|
|
|
( |
) |
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
|
|
Operating lease right-of-use assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of aircraft and engines |
|
|
|
|
|
|
||
Proceeds from sale of investments in equity securities |
|
|
— |
|
|
|
|
|
Investment transaction costs |
|
|
— |
|
|
|
( |
) |
Refund of equipment and other deposits |
|
|
( |
) |
|
|
|
|
Net cash provided by investing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from long-term debt |
|
|
— |
|
|
|
|
|
Principal payments on long-term debt and finance leases |
|
|
( |
) |
|
|
( |
) |
Debt prepayment costs |
|
|
— |
|
|
|
( |
) |
Proceeds from issuance of ESPP |
|
|
— |
|
|
|
|
|
Payment of tax withholding for RSUs |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Operating lease payments in operating cash flows |
|
$ |
|
|
$ |
|
||
Supplemental non-cash operating activities |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities |
|
$ |
|
|
$ |
|
||
Supplemental non-cash financing activities |
|
|
|
|
|
|
||
Principal payments in exchange for transfer of aircraft |
|
$ |
|
|
$ |
— |
|
|
Principal payments in exchange for transfer of equity investment |
|
$ |
— |
|
|
$ |
|
|
Principal forgiven |
|
$ |
— |
|
|
$ |
|
|
See accompanying notes to these condensed consolidated financial statements.
7
MESA AIR GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
About Mesa Air Group, Inc.
Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. ("Mesa," "Mesa Airlines," the "Company," "we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to
The CPA involves a revenue-guarantee arrangement whereby United pays fixed-fees for each aircraft under contract, departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time), and reimbursement of certain direct operating expenses in exchange for providing flight services. United also pays certain expenses directly to suppliers, such as fuel, ground operations and landing fees. Under the terms of the CPA, United controls route selection, pricing, and seat inventories, reducing our exposure to fluctuations in passenger traffic, fare levels, and fuel prices.
Merger Agreement
On April 4, 2025, the Company entered into an Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") with Republic Airways Holdings, Inc., a Delaware corporation ("Republic"). Subject to the terms and conditions of the Merger Agreement, Republic will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation following the Merger. In connection with the Merger, immediately prior to the effective time of the Merger (the "Effective Time"), the Company will convert from a Nevada corporation to a Delaware corporation pursuant to a Plan of Conversion (the "Conversion).
Effect on Capital Stock
At the Effective Time, each share of common stock (“Republic Common Stock”), par value $
Treatment of Equity Awards
Immediately prior to the Effective Time, (i) any vesting conditions applicable to each Parent RSU (as defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Parent RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Parent RSU to receive the number of shares of Mesa Common Stock subject to such Parent RSU immediately prior to the Effective Time.
Immediately prior to the Effective Time, (i) each outstanding Republic RSU (as defined in the Merger Agreement) that has vested in accordance with its terms (including each outstanding Republic RSU that will become vested upon the closing of the Merger) (a “Vested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Republic RSU to receive a number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock), which shares of Republic Common Stock shall be converted into Mesa Common Stock, and (ii) each outstanding Republic RSU that is not a Vested Republic RSU (an “Unvested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be assumed by Mesa and converted into the right to receive an award of restricted shares of Mesa Common Stock pursuant
8
to the Parent Equity Award Plan (as defined in the Merger Agreement) (each, a “Parent Restricted Stock Award”) in an amount equal to the number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of shares of Republic Common Stock subject to such Unvested Republic RSU immediately prior to the Effective Time. Each Republic RSU Award assumed and converted into a Mesa Restricted Stock Award shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Republic RSU Award as of immediately prior to the Effective Time.
Conditions to the Merger
Each of Mesa’s and Republic's obligation to consummate the Merger is subject to a number of conditions, including, among others, the following, as further described in the Merger Agreement: (i) approval of the transactions contemplated under the Merger Agreement by (a) the holders of at least two-thirds of the outstanding shares of Republic Common Stock entitled to vote thereon and (b) the holders of a majority of the outstanding shares of Mesa Common Stock, (ii) expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of the registration statement relating to the transaction, (iv) the shares of Mesa Common Stock to be issued in the Merger being approved for listing on NASDAQ, (v) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order that has the effect of making illegal, enjoining, or otherwise restraining or prohibiting the consummation of the transactions contemplated under the Merger Agreement, (vi) the receipt of requisite approvals from specified aviation authorities, (vii) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Merger Agreement, (viii) material compliance by the other party with its covenants, (ix) no material adverse effect having occurred with respect to the other party since the signing of the Merger Agreement, (x) the satisfaction of certain specified conditions of the Three Party Agreement (as defined below), (xi) United shall not have materially breached the terms of the CPA Side Letter (as defined in the Merger Agreement) or provided Mesa or Republic with written notice of its intention not to perform or comply with any of the terms or conditions under the Go-Forward CPA (as defined in the Merger Agreement), and (xiii) the filing by Mesa of its Form 10-K for the period ended September 30, 2024 and Form 10-Q for the period ended December 31, 2024. The conditions set forth in subsection (xiii) have been satisfied.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations, warranties and covenants by Mesa and Republic. The Merger Agreement also contains customary pre-closing covenants, including the obligation of Mesa and Republic to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking specified actions without the consent of the other party. Each of Mesa and Republic has agreed not to solicit any offer or proposal for specified alternative transactions, or, subject to certain exceptions relating to the receipt of unsolicited offers that may be deemed to be “superior proposals” (as defined in the Merger Agreement), to participate in discussions or engage in negotiations regarding such an offer or proposal with, or furnish any nonpublic information regarding such an offer or proposal to, any person that has made such an offer or proposal.
Termination and Termination Fee
The Merger Agreement contains certain customary termination rights, including, among others, (i) the right of either Mesa or Republic to terminate the Merger Agreement if Mesa or Republic’s stockholders fail to approve the Merger, (ii) the right of either Mesa or Republic to terminate the Merger Agreement if (a) the board of directors of the other party changes its recommendation to approve the transactions or (b) the other party materially breaches any of its representations, warranties or covenants contained in the Merger Agreement in a manner that causes certain conditions to closing to not be satisfied, (iii) the right of either Mesa or Republic to terminate the Merger Agreement if, prior to the receipt of such party’s stockholder approval, such party accepts a superior proposal and such party enters into a definitive agreement for such superior proposal and pays the termination fee to the other party, (iv) the right of either Mesa or Republic to terminate the Merger Agreement if the Merger has not occurred by January 5, 2026, and a further extension until April 6, 2026, in certain circumstances (the “Outside Date”), and (v) the right of Republic to terminate the Merger Agreement if there is a breach of the Three Party Agreement or the CPA Side Letter in a manner that causes certain conditions to closing to not be satisfied. If the Merger Agreement is terminated pursuant to certain termination rights, the terminating party will be required to pay a termination fee of $
Description of Merger Agreement Not Complete
The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Mesa or Republic. The representations, warranties, covenants and other agreements contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified and modified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Investors should be aware that the representations, warranties, covenants and other agreements or any description thereof may not reflect the actual state of facts or condition of Mesa or Republic. Moreover, information
9
concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date of the Merger Agreement. Further, investors should read the Merger Agreement not in isolation, but only in conjunction with the other information that Mesa includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).
Three Party Agreement
Concurrently with the execution and delivery of the Merger Agreement, Mesa, Republic and United, among other parties, entered into that certain Three Party Agreement (the “Three Party Agreement”), pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities and effectuate certain related transactions; (ii) United will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); and (iii) Mesa at the closing of the Merger will conduct a primary issuance of shares of Mesa Common Stock equal to
The foregoing description of the Merger Agreement and the Three Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Three Party Agreement, which are attached as Exhibit 2.1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025.
Liquidity and Going Concern
During the nine months ended September 30, 2025 and fiscal year ended December 31, 2024, costs associated with the transition of our operations with American to United, ongoing carrying costs related to the parked CRJ-900 fleet that has been sold but not closed, selling costs related to the CRJ-900 airframes and GE CF34-8B/C engines, and increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios. Additionally, United had asked us to accelerate the removal of CRJ-900 aircraft and transition the pilots to our E-175 fleet, leading to increased costs and impacting our block hour capabilities while these pilots are in training.
As a result, these challenges resulted in a negative impact on the Company’s financial results highlighted by net loss of $
As of September 30, 2025, Mesa has $
Mesa’s merger with Republic
On April 4, 2025, Republic and Mesa entered into the Merger Agreement pursuant to the Merger. Upon closing of the Merger, the Surviving Corporation, to be renamed Republic Airways Holdings Inc., will be led by the executive leadership of Republic. Republic will designate
Upon effectiveness of the Merger, stockholders of Republic will hold an approximate
Concurrently with the execution and delivery of the Merger Agreement, Republic, Mesa, and United Airlines, among other parties, entered into the TPA, pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities, and effectuate certain related transactions; (ii) United Airlines will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in
10
the foregoing clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses.
As part of the merger closing process, the TPA among Mesa, Republic, and United outlines a structured approach to resolving Mesa’s outstanding financial obligations. Specifically, Mesa will terminate its existing capacity purchase agreement with United Airlines and dispose of certain aircraft and spare inventory assets. The proceeds from these sales, along with Mesa’s available cash, will be applied toward the repayment of substantially all trade debts, long-term liabilities, and other outstanding obligations. If any residual liabilities remain after Mesa’s resources are exhausted, United Airlines will either forgive the remaining amounts or provide a one-time cash payment at closing sufficient to fully discharge them.
Note that a Form S-4 Proxy Statement/Prospectus ("Form S-4") was filed by Mesa with the SEC for the proposed Merger, and Mesa received the Notice of Effectiveness of the Form S-4 on September 30, 2025. On September 29, 2025, Mesa filed a Form 8-K (Item 5.03) approving a change in the Company’s fiscal year-end, moving from September 30 to December 31 of each year, effective for the fiscal year beginning on January 1, 2025, and ending on December 31, 2025. The change in the fiscal year-end was approved by the Board of Directors of Mesa on September 24, 2025.
Mesa’s Special Meeting and shareholder vote to approve the merger occurred on November 17, 2025, and the Merger is expected to close on November 25, 2025. All closing conditions are listed below and are all satisfied as of November 20, 2025:
Asset sales
On December 31, 2024 and January 31, 2025, Mesa sold
11
of the proceeds was used to pay off outstanding debt, and $
Amendment to Loan and Guarantee Agreement
On October 24, 2025, the Company entered into an Amendment (the "Amendment") to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the "Loan Agreement"), among Mesa, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the "Lender" or "Jefferies"), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the "Agents") (collectively, the "Parties"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement.
Under the terms of the Amendment, Jefferies agreed to: (a) extend the Maturity Date of the Loan Agreement from
In connection with the execution of the Amendment, (i) Mesa Airlines entered into a Security and Control Agreement with Jefferies pursuant to which Mesa Airlines deposited $
As of the issuance of this Form 10-Q, the Company has implemented certain strategic and financial plans, including the merger with Republic as outlined above. Based on management`s plan, which includes the increased financial position of the combined company, the Company has alleviated the substantial doubt regarding its ability to continue as a going concern and expects to be able to meet its cash obligations for next twelve months following the issuance of this Form 10-Q.
United Capacity Purchase Agreement
Under the United CPA, we currently have the ability to fly up to
In exchange for providing flight services under our United CPA, we receive a fixed monthly minimum amount per aircraft under contract plus certain additional amounts based on exceeding established goals for certain operational metrics. United also reimburses us for certain costs on an actual basis, including property tax per aircraft and passenger liability insurance. Other expenses, including fuel and landing fees, are directly paid to suppliers by United.
United reimburses us on a pass-through basis for certain costs related to heavy airframe and engine maintenance, landing gear, auxiliary power units ("APUs") and component maintenance for the aircraft owned by United. Our United CPA permits
12
terminate our CPA in its entirety or permanently remove select aircraft from service, we are permitted to return any of the affected aircraft leased from United at no cost to us.
During the nine months ended September 30, 2025, we amended our United CPA, providing for the following:
In January 2024, the Amended and Restated United CPA was amended to provide for the following:
United was also granted pre-emptive rights relating to the issuance of any equity securities by the Company and certain registration rights, set forth in a definitive registration rights agreement with United, granting United customary demand registration rights in respect of publicly registered offerings of the Company, subject to usual and customary exceptions and limitations.
Our United CPA is subject to termination prior to its expiration, including under the following circumstances:
13
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned operating subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). All intercompany accounts and transactions have been eliminated in consolidation.
Segment Reporting
Use of Estimates
The preparation of the Company's condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Actual results could differ from those estimates.
Contract Revenue and Pass-through and Other Revenue
We recognize contract revenue when the service is provided under our CPA. Under the CPA, United generally pays for each departure, flight hour or block hour incurred, and an amount per aircraft in service each month with additional incentives or penalties based on flight completion, on-time performance, and other operating metrics. Our performance obligation is met as each flight is completed, and revenue is recognized and reflected in contract revenue.
We recognize pass-through revenue when the service is provided under our CPA. Pass-through revenue represents reimbursements for certain direct expenses incurred including passenger liability insurance, property taxes, other direct costs defined within the agreements, and major maintenance on aircraft leased from United at nominal rates. Our performance obligation is met when each flight is completed or as the maintenance services are performed, and revenue is recognized and reflected in pass-through and other revenue.
We record deferred revenue when cash payments are received or are due from United in advance of our performance. During the three and nine months ended September 30, 2025, we recognized approximately $
14
The deferred revenue balance as of September 30, 2025 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are satisfied, and is expected to be recognized as revenue as follows (in thousands):
Periods Ending December 31, |
|
Total Deferred Revenue |
|
|
2025 (remainder of) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Total |
|
$ |
|
|
The lease revenue associated with our CPA is accounted for as an operating lease and is reflected as contract revenue in the condensed consolidated statements of operations and comprehensive loss. Lease revenue under our CPA is no longer applicable after the sale of our E-175 aircraft to United in December 2024 and January 2025. Therefore,
Leases
We determine if an arrangement is a lease at inception. As a lessee, we have lease agreements with lease and non-lease components and have elected to account for such components as a single lease component. Our operating lease activities are recorded in operating lease right-of-use assets, current maturities of operating leases, and noncurrent operating lease liabilities in the condensed consolidated balance sheets. As of September 30, 2025, we did not have any leases determined to be finance leases.
Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Certain variable lease payments are not included in the calculation of the right-of-use assets and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. In determining the present value of lease payments, we use either the implicit rate in the lease when it is readily determinable or our estimated incremental borrowing rate, based on information available at the lease commencement. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term, while finance leases result in a front-loaded expense pattern.
As a lessee, we have elected a short-term lease practical expedient on all classes of underlying assets, permitting us to not apply the recognition requirements of ASC 842 to leases with terms of 12 months or less.
We lease, at nominal rates, aircraft from United under our CPA, which are excluded from operating lease assets and liabilities as they do not represent embedded leases under ASC 842. Other than such leases at nominal amounts, we do
15
Contract Liabilities
Contract liabilities consist of deferred credits for cost reimbursements from United related to aircraft modifications and pilot training associated with the CPA. The deferred credits are recognized over time depicting the pattern of the transfer of control of services resulting in ratable recognition of revenue over the remaining term of the CPA. Upon the sale of the
Current and non-current deferred credits are recorded in other accrued expenses and non-current deferred credits in the condensed consolidated balance sheets. Our total current and non-current deferred credit balances at September 30, 2025 and December 31, 2024 were $
Maintenance Expense
We operate under an FAA approved continuous inspection and maintenance program. The cost of non-major scheduled inspections and repairs and routine maintenance costs for all aircraft and engines are charged to maintenance expense as incurred.
We accounted for heavy maintenance and major overhaul costs on our previously owned E-175 fleet under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset or the next scheduled heavy maintenance event. Amortization of heavy maintenance and major overhaul costs charged to depreciation and amortization expense was $
We account for heavy maintenance and major overhaul costs for all other fleets under the direct expense method whereby costs are expensed to maintenance expense as incurred, except for certain maintenance contracts where labor and materials price risks have been transferred to the service provider and require payment on a utilization basis, such as flight hours. Costs incurred for maintenance and repair for utilization maintenance contracts where labor and materials price risks have been transferred to the service provider are charged to maintenance expense based on contractual payment terms.
Engine overhaul expense totaled $
Assets Held for Sale
We classify assets as held for sale when our management approves and commits to a formal plan of sale that is probable of being completed within one year. Assets designated as held for sale are recorded at the lower of their current carrying value or their fair market value, less costs to sell, beginning in the period in which the assets meet the criteria to be classified as held for sale. See Note 5 for further discussion of our assets classified as held for sale as of September 30, 2025.
16
We continue to evaluate recent accounting pronouncements and the effect that new standards and guidance has on our consolidated financial statements. During the nine months ended September 30, 2025, the Company applied the following new disclosure requirements:
Additionally, the Company is evaluating Accounting Standards Update 2024-03 which goes into effect in 2026 and requires the disaggregation of operating expenses as well as additional disclosures
Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are primarily held by financial institutions in the United States and accounts receivable. Amounts on deposit with a financial institution may at times exceed federally insured limits. We maintain our cash accounts with high credit quality financial institutions and, accordingly, minimal credit risk exists with respect to the financial institutions.
As of September 30, 2025, we had $
Significant customers are those which represent more than 10% of our total revenue or net accounts receivable balance at each respective balance sheet date. All of our revenue for the three and nine months ended September 30, 2025 and September 30, 2024 was derived from the United CPA, DHL FSA, leases of our CRJ-700 aircraft to a third party, and MPD. Substantially all of our accounts receivable at September 30, 2025 and December 31, 2024 was derived from these agreements.
United accounted for approximately
Amounts billed under the United CPA are subject to our interpretation of the applicable agreement and are subject to audit by United. Periodically, our United disputes amounts billed and pay amounts less than the amount billed. Ultimate collection of the remaining amounts not only depends upon the Company prevailing under the applicable audit, but also upon the financial well-being of United. As such, we review amounts due based on historical collection trends, the financial condition of United, and current external market factors and record a reserve for amounts estimated to be uncollectible in accordance with the applicable guidance for expected credit losses. Our allowance for doubtful accounts was
During the three months ended September 30, 2025, management continued our plan to sell certain of our aircraft and related parts. As of June 30, 2025, the Company had a total of
As of September 30, 2025, the Company has a total of
17
Certain significant amounts included in the condensed consolidated balance sheets consisted of the following (in thousands):
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September 30, |
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December 31, |
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||
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2025 |
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2024 |
|
||
Expendable parts and supplies, net: |
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||
Expendable parts and supplies |
|
$ |
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|
$ |
|
||
Less: expendable parts warranty |
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|
( |
) |
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|
( |
) |
Less: obsolescence |
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( |
) |
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|
( |
) |
|
|
$ |
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|
$ |
|
||
Property and equipment, net: |
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|
|
|
|
|
||
Aircraft and other flight equipment |
|
$ |
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|
$ |
|
||
Other equipment |
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||
Total property and equipment |
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||
Less: accumulated depreciation |
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|
( |
) |
|
|
( |
) |
|
|
$ |
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|
$ |
|
||
Other assets: |
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||
Investments in equity securities |
|
$ |
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|
$ |
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||
Contract asset |
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Other |
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|
|
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||
|
|
$ |
|
|
$ |
|
||
Other accrued expenses: |
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|
|
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|
|
||
Accrued property taxes |
|
$ |
|
|
$ |
|
||
Accrued interest |
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||
Accrued vacation |
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Accrued lodging |
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Accrued simulator costs |
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Accrued maintenance |
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Accrued employee benefits |
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Accrued fleet operating expense |
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Customer deposits |
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Other |
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|
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||
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|
$ |
|
|
$ |
|
||
Other noncurrent liabilities: |
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||
Warrant liabilities |
|
$ |
|
|
$ |
|
||
Long-term employee benefits |
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|
|
|
|
|
||
Other |
|
|
— |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
Impairment of Long-lived Assets
The Company monitors for any indicators of impairment of the long-lived fixed assets. When certain conditions or changes in the economic situation exist, the assets may be impaired and the carrying amount of the assets exceed their fair value. The assets are then tested for recoverability of carrying amount. The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired, the undiscounted net cash flows estimated to be generated by those assets are less than the carrying amount of those assets, and the net book value of the assets exceeds their estimated fair value.
We group assets at the capacity purchase agreement level (i.e., the lowest level for which there are identifiable cash flows). If impairment indicators exist with respect to any of the asset groups, we estimate future cash flows based on projections of capacity purchase or flight services agreement, block hours, maintenance events, labor costs and other relevant factors.
During the three months ended September 30, 2025, the Company assessed whether any indicators of impairment existed in any of our long-lived asset groups and noted that no indicators of impairment existed for our fleet.
18
During the three months ended September 30, 2025, the Company reevaluated the fair value of our held for sale assets and recorded a net impairment true-up adjustment of $
The Company’s assumptions about future conditions relevant to the assessment of potential impairment of its long-lived assets are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available, and will update its analyses accordingly.
Depreciation Expense on Property and Equipment:
Depreciation of property and equipment totaled $
Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:
Level 1 |
— |
Observable inputs such as quoted prices in active markets for identical assets or liabilities; |
Level 2 |
— |
Inputs, other than quoted prices in active markets, which are observable either directly or indirectly; and |
Level 3 |
— |
Unobservable inputs in which there is little or no market data, requiring an entity to develop its own assumptions. |
Other than our assets held for sale, investments in equity securities, and warrant liabilities, we did not measure any of our assets or liabilities at fair value on a recurring or nonrecurring basis as of September 30, 2025 and December 31, 2024.
The carrying values reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments.
Our debt agreements are not traded on an active market. We have determined the estimated fair value of our debt to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable and, therefore, could be sensitive to changes in inputs. We utilize the discounted cash flow method to estimate the fair value of Level 3 debt.
The carrying value and estimated fair value of our total long-term debt and finance leases, including current maturities, were as follows (in millions):
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September 30, 2025 |
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December 31, 2024 |
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Carrying |
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Fair |
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Carrying |
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Fair |
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||||
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Value |
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Value |
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Value |
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Value |
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||||
Long-term debt and finance leases, including current maturities(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) Current and prior period long-term debts' carrying and fair values exclude net debt issuance costs.
19
Long-term debt as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):
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September 30, |
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|
December 31, |
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2025 |
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|
2024 |
|
||
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Notes payable to secured parties, |
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$ |
— |
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|
$ |
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|
Revolving credit facility, |
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Gross long-term debt, including current maturities |
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Less unamortized debt issuance costs |
|
|
— |
|
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|
( |
) |
Less notes payable warrants |
|
|
( |
) |
|
|
( |
) |
Net long-term debt, including current maturities |
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||
Less current portion, net of unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Net long-term debt |
|
$ |
|
|
$ |
|
||
Principal maturities of long-term debt as of September 30, 2025, and for each of the next five years are as follows (in thousands):
Periods Ending December 31, |
|
Total Principal |
|
|
2025 (remainder of) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
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2028 |
|
|
|
|
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|
$ |
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|
The carrying value of collateralized aircraft and equipment as of September 30, 2025 was approximately $
Enhanced Equipment Trust Certificate ("EETC")
In December 2015, an Enhanced Equipment Trust Certificate ("EETC") pass-through trust was created to issue pass-through certificates to obtain financing for new E-175 aircraft. In connection with the sale of the E-175 aircraft, United assumed the EETC note with a remaining balance of $
United Revolving Credit Facility
On December 27, 2022, in connection with entering into the Amended and Restated United CPA, (i) United agreed to purchase and assume all of First Citizens’ rights and obligations as a lender under the Existing Facility pursuant to an Assignment and Assumption Agreement, (ii) United and CIT Bank agreed to amend the Existing Facility pursuant to an Amendment No. 1, dated December 27, 2022 (“Amendment No. 1”), and an Amendment No. 2, dated January 27, 2023 (“Amendment No. 2”; the Existing Facility as amended by Amendment No. 1 and Amendment No. 2, the "Amended Facility"), and (iii) Wilmington Trust, National Association agreed to assume all of CIT Bank’s rights and obligations as Administrative Agent pursuant to an Agency Resignation, Appointment and Assumption Agreement, dated as of January 27, 2023. Amendment No. 1, among other things, extends the Maturity Date from the earlier to occur of November 30, 2028, or the date of the termination of the Amended and Restated United CPA; provides for Revolving Commitments equal to $
20
secured by a collateral pool consisting of a combination of expendable parts, rotable parts and engines and a pledge of the Company’s stock in certain aviation companies. United funded $
On September 6, 2023, the Company amended the existing United Credit Facility to (i) permit the Company to re-draw approximately $
Loan Agreement with the United States Department of the Treasury
On October 30, 2020, we entered into a loan and guarantee agreement with the U.S. Department of the Treasury (the “U.S. Treasury”) for a secured loan facility of up to $
The Treasury Loan bears interest at a variable rate equal to (a)(i) the SOFR rate divided by (ii) one minus the Eurodollar Reserve Percentage plus (b)
All principal amounts outstanding under the Treasury Loan are due and payable in a single installment on
The Treasury Loan requires us, under certain circumstances, including within 10 business days prior to the last business day of March and September of each year beginning March 2021, to appraise the value of the Collateral and recalculate the collateral coverage ratio. If the calculated collateral coverage ratio is less than
The Treasury Loan contains two financial covenants, a minimum collateral coverage ratio and a minimum liquidity level. The Treasury Loan also contains customary negative and affirmative covenants for credit facilities of this type, including, among others: (a) limitations on dividends and distributions; (b) limitations on the creation of certain liens; (c) restrictions on certain dispositions, investments, and acquisitions; (d) limitations on transactions with affiliates; (e) restrictions on fundamental changes to the business, and (f) restrictions on lobbying activities. Additionally, we are required to comply with the relevant provisions of the CARES Act, including limits on employment level reductions after September 30, 2020, restrictions on dividends and stock buybacks, limitations on executive compensation, and requirements to maintain certain levels of scheduled service.
21
In connection with the Treasury Loan and as partial compensation to the U.S. Treasury for the provision of financial assistance under the Treasury Loan, we issued to the U.S. Treasury warrants to purchase an aggregate of
Calculations of net loss per common share were as follows (in thousands, except per share amounts):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Basic weighted average common shares outstanding |
|
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||||
Diluted weighted average common shares outstanding |
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|
||||
Net loss per common share attributable to Mesa Air Group: |
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|
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|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Basic income or loss per common share is computed by dividing net income or loss attributable to Mesa Air Group by the weighted average number of common shares outstanding during the period.
The number of incremental shares from the assumed issuance of shares relating to restricted stock and exercise of warrants is calculated by applying the treasury stock method. Share-based awards and warrants whose impact is anti-dilutive under the treasury stock method are excluded from the diluted net income or loss per share calculation. In loss periods, these incremental shares are excluded from the calculation of diluted loss per share, as the inclusion of approximately
The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net loss per share because the effect of including such potentially dilutive shares would have been anti-dilutive:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted stock |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
|
|
|
|
|
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— |
|
|
|
|
|
|
— |
|
||
As discussed in Note 8, we issued warrants to the U.S. Treasury to purchase shares of our common stock, no par value, at an exercise price of $
We have not historically paid dividends on shares of our common stock. Additionally, the Treasury Loan contains restrictions that limit our ability to or prohibit us from paying dividends to holders of our common stock.
22
Our effective tax rate ("ETR") was -
We continue to maintain a valuation allowance on a portion of our federal and state net operating losses in jurisdictions with shortened carryforward periods or in jurisdictions where our operations have significantly decreased as compared to prior years in which the net operating losses were generated.
As of September 30, 2025, the Company had aggregate federal and state net operating loss carryforwards of approximately $
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The tax changes enacted as a result of the OBBBA did not have a significant impact on the Company’s taxes.
Restricted Stock
We grant restricted stock units (“RSUs”) as part of our long-term incentive compensation to employees and non-employee members of the Board of Directors. RSUs generally vest over a period of three to
The restricted share activity for the nine months ended September 30, 2025 is summarized as follows:
|
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|
|
Weighted- |
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||
|
|
|
|
|
Average |
|
||
|
|
Number |
|
|
Grant Date |
|
||
|
|
of Shares |
|
|
Fair Value |
|
||
Restricted shares unvested at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Restricted shares unvested at September 30, 2025 |
|
|
|
|
$ |
|
||
As of September 30, 2025, there was $
Compensation cost for share-based awards is recognized on a straight-line basis over the vesting period. Share-based compensation expense for the three months ended September 30, 2025 and September 30, 2024 was $
As of September 30, 2025, we leased airport facilities, office space, and other property and equipment under non-cancelable operating leases. The leases generally require us to pay all taxes, maintenance, insurance, and other operating
23
expenses. Operating leased expense is recognized as a rental expense on a straight-line basis over the lease term, net of lessor rebates and other incentives.
Aggregate rental expense under all aircraft, equipment and facility leases totaled approximately $
The components of our lease costs were as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable and short-term lease costs |
|
|
|
|
|
|
|
|
|
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|
|
||||
Interest expense on finance lease liabilities |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Amortization expense of finance lease assets |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Total lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 30, 2025, our operating leases have a remaining weighted average lease term of
Litigation
We are subject to certain legal actions which we consider routine to our business activities. As of September 30, 2025, our management believed the ultimate outcomes of other routine legal matters are not likely to have a material adverse effect on our financial position, liquidity or results of operations.
Electric Aircraft Forward Purchase Commitments
In February 2021, we entered into a forward purchase contract with Archer for a number of eVTOL aircraft. The aggregate base commitment for the eVTOL aircraft is $
In July 2021, we entered into a forward purchase contract with Heart for a number of fully electric aircraft. The maximum aggregate base commitment for the aircraft is $
Other Commitments
We have certain contracts for goods and services that require us to pay a penalty, acquire inventory specific to us or purchase contract-specific equipment, as defined by each respective contract, if we terminate the contract without cause prior to its expiration date. Because these obligations are contingent on our termination of the contract without cause prior to its expiration date, no obligation would exist unless such a termination occurs.
Reverse Stock Split
24
Mesa authorized a 15-for-1 Reverse Stock Split of issued and outstanding common stock. The Reverse Stock Split is expected to occur on or about 5:00 p.m. Eastern Time on November 24, 2025, with the common stock trading on a post-split basis under the Company's expected new Nasdaq trading symbol, "RJET," at the market open on November 25, 2025.
Amendment to Loan and Guarantee Agreement
On October 24, 2025, the Company entered into an Amendment (the "Amendment") to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the “Loan Agreement”), among Mesa, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the “Lender” or “Jefferies”), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the “Agents”) (collectively, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement.
Under the terms of the Amendment, Jefferies agreed to: (a) extend the Maturity Date of the Loan Agreement from October 30, 2025 to November 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (
In connection with the execution of the Amendment, (i) Mesa Airlines entered into a Security and Control Agreement with Jefferies pursuant to which Mesa Airlines deposited $
Held for Sale Assets
Subsequent to September 30, 2025, the following events occurred related to held for sale assets:
25
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements, the accompanying notes, and the other financial information included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that involve risks and uncertainties such as our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements below. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the sections titled "Cautionary Notes Regarding Forward-Looking Statements" above and "Risk Factors" below.
Overview
Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. ("Mesa," "Mesa Airlines," the "Company," "we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 76 cities in 32 states, and Mexico. As of September 30, 2025, Mesa operated a fleet of 60 Embraer 175 ("E-175") regional aircraft with approximately 234 daily departures. The aircraft in Mesa’s fleet were operated under the Company’s Capacity Purchase Agreement ("CPA"), as United Express, pursuant to the terms of the CPA entered into with United. Except as set forth in the following sentence, all of the Company’s consolidated contract revenues for the three and nine months ended September 30, 2025 and September 30, 2024 were derived from operations associated with the CPA, leases of aircraft to a third party, and Mesa Pilot Development ("MPD"). Revenues during the nine months ended September 30, 2024 also included revenues derived from our Flight Services Agreement ("FSA") with DHL Network Operations (USA), inc. ("DHL"), which terminated in March 2024. Additionally, our leases of aircraft to a third party terminated upon the sale of such aircraft to United during fiscal year 2024.
Our United CPA provides us guaranteed monthly revenue for each aircraft under contract, a fixed fee for each block hour (the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination) and flights actually flown, and reimbursement of certain direct operating expenses in exchange for providing regional flying on behalf of United. Our CPA also shelters us from many of the elements that cause volatility in airline financial performance, including fuel prices, variations in ticket prices, and fluctuations in number of passengers. In providing regional flying under our CPA, we use the logos, service marks, flight crew uniforms and aircraft paint schemes of United. United controls route selection, pricing, seat inventories, marketing and scheduling, and provide us with ground support services, airport landing slots and gate access.
Components of Results of Operations
The following discussion summarizes the key components of our condensed consolidated statements of operations and comprehensive loss.
Operating Revenues
Our operating revenues consist primarily of contract revenue as well as pass-through and other revenues.
Contract Revenue. Contract revenue consists of the fixed monthly amounts per aircraft received pursuant to our CPA with United, along with the additional amounts received based on the number of flights and block hours flown, rental revenue for aircraft leased to a third party, and revenue from participants in Mesa Pilot Development. Contract revenues we receive from our United are paid and recognized over time consistent with the delivery of service under our CPA.
Pass-Through and Other Revenue. Pass-through and other revenue consists of passenger liability insurance, aircraft property taxes, landing fees, and other aircraft and traffic servicing costs received pursuant to our agreements with United.
Operating Expenses
Our operating expenses consist of the following items:
Flight Operations. Flight operations expense includes costs related to salaries, bonuses and benefits earned by our pilots, flight attendants, and dispatch personnel, as well as costs related to technical publications, lodging of our flight crews and pilot training expenses.
Maintenance. Maintenance expense includes costs related to engine overhauls, airframe, landing gear and normal recurring maintenance, which includes pass-through maintenance costs related to our E-175 aircraft. Heavy maintenance
26
and major overhaul costs on our owned E-175 fleet are deferred and amortized until the earlier of the end of the useful life of the related asset or the next scheduled heavy maintenance event. All other maintenance costs are expensed as incurred, except for certain maintenance contracts where labor and materials price risks have been transferred to the service provider and require payment on a utilization basis, such as flight hours. Costs incurred for maintenance and repair for utilization maintenance contracts where labor and materials price risks have been transferred to the service provider are charged to maintenance expense based on contractual payment terms. As a result of using the direct expense method for heavy maintenance on the majority of our fleets, the timing of maintenance expense reflected in the financial statements may vary significantly from period to period.
Aircraft Rent. Aircraft rent expense includes costs related to leased engines and aircraft.
General and Administrative. General and administrative expense includes insurance and taxes, the majority of which are pass-through costs, non-operational administrative employee wages and related expenses, building rents, real property leases, utilities, legal, audit and other administrative expenses.
Depreciation and Amortization. Depreciation expense is a periodic non-cash charge primarily related to aircraft, engine, and equipment depreciation. Amortization expense is a periodic non-cash charge related to our customer relationship intangible asset.
Asset Impairment. Asset impairment includes charges for impairments of assets either designated as held for sale or assets that are held and used but determined to have been impaired.
Other Operating Expenses. Other operating expenses primarily consists of fuel costs for flying we undertake outside of our CPA (including aircraft re-positioning and maintenance) as well as costs for aircraft and traffic servicing, such as aircraft cleaning, passenger disruption reimbursements, international navigation fees and wages of airport operations personnel, a portion of which are reimbursable by United. All aircraft fuel and related fueling costs for flying under our CPA are directly paid and supplied by United. Accordingly, we do not record an expense or pass-through revenue for fuel supplied by United for flying under our CPA. Fuel expenses relating to MPD are paid by the Company.
Other Income (Expense), Net
Interest Expense. Interest expense is interest on our debt incurred to finance purchases of aircraft, engines, and equipment, including amortization of debt financing costs and discounts.
Interest Income. Interest income includes interest income on our cash and cash equivalent balances.
Gain on Investments. Gain on investments relates to gains resulting from the transfer of investments in equity securities.
Unrealized Loss on Investments, Net. Unrealized loss on investments, net relates to losses resulting from the change in fair value of investments in equity securities.
Gain on Debt Forgiveness. Gain on debt forgiveness consists of gains resulting from the forgiveness earned on our deemed prepayment associated with the United line of credit for the achievement of certain performance metrics.
Other Expense. Other expense includes expense derived from activities not classified in any other area of the condensed consolidated statements of operations and comprehensive loss.
Segment Reporting
Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, Segment Reporting, we are not organized around specific services or geographic regions. We currently operate in one service line providing scheduled flight services in accordance with our CPA.
While we operate under a capacity purchase agreement, we do not manage our business based on any performance measure at the individual contract level. Additionally, our CODM uses consolidated financial information to evaluate our performance, which is the same basis on which he communicates our results and performance to our Board of Directors.
27
The CODM bases all significant decisions regarding the allocation of our resources on a consolidated basis. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment.
Results of Operations
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
We had operating loss of $9.2 million in our three months ended September 30, 2025 compared to operating loss of $17.0 million in our three months ended September 30, 2024. In our three months ended September 30, 2025, we had net loss of $14.1 million compared to net loss of $24.9 million in our three months ended September 30, 2024.
Our operating results for the three months ended September 30, 2025 improved as a result of (i) decreases in flight operations expense as a result of decreased pilot training and lower pilot wages; (ii) decreases in depreciation expense, primarily due to the retirement and sale of several aircraft; and (iii) decreases in impairment related to held for sale assets. and the write down of E-175 aircraft. This was partially offset by a decrease in contract revenue due to fewer aircraft under contract.
Operating Revenues
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||||||
Operating revenues ($ in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract |
|
$ |
65,968 |
|
|
$ |
93,806 |
|
|
$ |
(27,838 |
) |
|
|
(29.7 |
)% |
Pass-through and other |
|
|
24,708 |
|
|
|
21,451 |
|
|
|
3,257 |
|
|
|
15.2 |
% |
Total operating revenues |
|
$ |
90,676 |
|
|
$ |
115,257 |
|
|
$ |
(24,581 |
) |
|
|
(21.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available seat miles—ASMs (thousands) |
|
|
1,019,679 |
|
|
|
947,328 |
|
|
|
72,351 |
|
|
|
7.6 |
% |
Block hours |
|
|
43,117 |
|
|
|
42,495 |
|
|
|
622 |
|
|
|
1.5 |
% |
Revenue passenger miles—RPMs (thousands) |
|
|
852,696 |
|
|
|
787,251 |
|
|
|
65,445 |
|
|
|
8.3 |
% |
Average stage length (miles) |
|
|
636 |
|
|
|
540 |
|
|
|
96 |
|
|
|
17.8 |
% |
Contract revenue per available seat mile—CRASM (in cents) |
|
¢ |
6.47 |
|
|
¢ |
9.90 |
|
|
¢ |
(3.43 |
) |
|
|
(34.6 |
)% |
Passengers |
|
|
1,316,088 |
|
|
|
1,435,580 |
|
|
|
(119,492 |
) |
|
|
(8.3 |
)% |
"Available seat miles" or "ASMs" means the number of seats available for passengers multiplied by the number of miles the seats are flown.
"Average stage length" means the average number of statute miles flown per flight segment.
“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.
"CRASM" means contract revenue divided by ASMs.
"RPM" means the number of miles traveled by paying passengers.
Total operating revenue decreased by $24.6 million, or 21.3%, to $90.7 million for our three months ended September 30, 2025 as compared to our three months ended September 30, 2024. Contract revenue decreased by $27.8 million, or 29.7%, to $66.0 million, primarily due to fewer aircraft under contract. Our block hours flown during our three months ended September 30, 2025, increased 1.5% compared to the three months ended September 30, 2024 due to an increase in the average stage length. Our pass-through and other revenue increased by $3.3 million, or 15.2%, to $24.7 million compared to our three months ended September 30, 2024 due to an increase in pass-through maintenance related to our E-175 fleet.
28
Operating Expenses
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||||||
Operating expenses ($ in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Flight operations |
|
$ |
35,656 |
|
|
$ |
37,870 |
|
|
$ |
(2,214 |
) |
|
|
(5.8 |
)% |
Maintenance |
|
|
42,250 |
|
|
|
47,560 |
|
|
|
(5,310 |
) |
|
|
(11.2 |
)% |
Aircraft rent |
|
|
396 |
|
|
|
3,501 |
|
|
|
(3,105 |
) |
|
|
(88.7 |
)% |
General and administrative |
|
|
10,912 |
|
|
|
11,391 |
|
|
|
(479 |
) |
|
|
(4.2 |
)% |
Depreciation and amortization |
|
|
2,262 |
|
|
|
7,195 |
|
|
|
(4,933 |
) |
|
|
(68.6 |
)% |
Asset impairment |
|
|
7,326 |
|
|
|
22,786 |
|
|
|
(15,460 |
) |
|
|
(67.8 |
)% |
Other operating expenses |
|
|
1,051 |
|
|
|
1,987 |
|
|
|
(936 |
) |
|
|
(47.1 |
)% |
Total operating expenses |
|
$ |
99,853 |
|
|
$ |
132,290 |
|
|
$ |
(32,437 |
) |
|
|
(24.5 |
)% |
Operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available seat miles—ASMs (thousands) |
|
|
1,019,679 |
|
|
|
947,328 |
|
|
|
72,351 |
|
|
|
7.6 |
% |
Block hours |
|
|
43,117 |
|
|
|
42,495 |
|
|
|
622 |
|
|
|
1.5 |
% |
Average stage length (miles) |
|
|
636 |
|
|
|
540 |
|
|
|
96 |
|
|
|
17.8 |
% |
Departures |
|
|
21,604 |
|
|
|
23,529 |
|
|
|
(1,925 |
) |
|
|
(8.2 |
)% |
Flight Operations. Flight operations expense decreased $2.2 million, or 5.8%, to $35.7 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease was primarily driven by decreased pilot training expense and lower pilot wages as a result of decreases in headcount and operating a single E-175 fleet type.
Maintenance. Aircraft maintenance expense decreased $5.3 million, or 11.2%, to $42.3 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. This decrease was primarily driven by a decrease in labor and other expense. Total pass-through maintenance expenses reimbursed by United increased by $4.1 million during our three months ended September 30, 2025 compared to our three months ended September 30, 2024.
The following table presents information regarding our maintenance costs during the three months ended September 30, 2025 and September 30, 2024 (in thousands):
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||||||
Engine overhaul |
|
$ |
— |
|
|
$ |
(526 |
) |
|
$ |
526 |
|
|
|
(100.0 |
)% |
Pass-through engine overhaul |
|
|
5,933 |
|
|
|
5,415 |
|
|
|
518 |
|
|
|
9.6 |
% |
C-check |
|
|
635 |
|
|
|
1,066 |
|
|
|
(431 |
) |
|
|
(40.4 |
)% |
Pass-through C-check |
|
|
6,271 |
|
|
|
7,165 |
|
|
|
(894 |
) |
|
|
(12.5 |
)% |
Component contracts |
|
|
2,286 |
|
|
|
4,509 |
|
|
|
(2,223 |
) |
|
|
(49.3 |
)% |
Rotable and expendable parts |
|
|
1,837 |
|
|
|
5,044 |
|
|
|
(3,207 |
) |
|
|
(63.6 |
)% |
Other pass-through |
|
|
10,634 |
|
|
|
6,160 |
|
|
|
4,474 |
|
|
|
72.6 |
% |
Labor and other |
|
|
14,654 |
|
|
|
18,727 |
|
|
|
(4,073 |
) |
|
|
(21.7 |
)% |
Total |
|
$ |
42,250 |
|
|
$ |
47,560 |
|
|
$ |
(5,310 |
) |
|
|
(11.2 |
)% |
Aircraft Rent. Aircraft rent expense decreased $3.1 million, or 88.7%, to $0.4 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily due to fewer engine lease costs during our three months ended September 30, 2025.
General and Administrative. General and administrative expense decreased $0.5 million, or 4.2%, to $10.9 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily driven by decreases in wages.
Depreciation and Amortization. Depreciation and amortization expense decreased by $4.9 million, or 68.6%, to $2.3 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024 due to aircraft in our fleet being sold or classified as non-depreciable assets held for sale.
29
Asset Impairment. Asset impairment of $7.3 million was recorded for our three months ended September 30, 2025 related to held for sale assets. There was $22.8 million of asset impairment recorded for the three months ended September 30, 2024 related to held for sale assets.
Other Operating Expenses. Other operating expenses decreased by $0.9 million, to $1.1 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily attributable to lower interrupted trip expense during the three months ended September 30, 2025.
Other Income/(Expense)
Other income (expense) increased by $5.1 million, to $(2.4) million for our three months ended September 30, 2025, compared to our three months ended September 30, 2024. The increase is primarily attributable to a decrease in interest expense.
Income Taxes
The income tax expense totaled $2.5 million for the three months ended September 30, 2025 compared to a tax expense of $0.4 million for the three months ended September 30, 2024. The effective tax rate ("ETR") was -21.9% for the three months ended September 30, 2025 compared to -1.6% for the three months ended September 30, 2024. Our ETR during the three months ended September 30, 2025 and September 30, 2024 differed from the three months ended September 30, 2024, primarily as a result of certain tax depreciation differences, state taxes, and changes in the valuation allowance against federal and state net operating losses.
We continue to maintain a valuation allowance on a portion of our federal and state net operating losses in jurisdictions with shortened carryforward periods or in jurisdictions where our operations have significantly decreased as compared to prior years in which the net operating losses were generated.
As of September 30, 2025, the Company had aggregate federal and state net operating loss carryforwards of approximately $189.5 million and $153.1 million, respectively. Of the federal net operating loss carryovers, $3.6 million will expire at the end of 2038 if not utilized. The remaining federal net operating losses have an indefinite carryover period but can only offset eighty percent of taxable income in a given year. The state net operating losses expire between 2026 and 2042.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
We had operating loss of $66.6 million in our nine months ended September 30, 2025 compared to operating loss of $14.4 million in our nine months ended September 30, 2024. In our nine months ended September 30, 2025, we had net loss of $51.9 million compared to net loss of $33.2 million in our nine months ended September 30, 2024.
Our operating results for the nine months ended September 30, 2025 worsened as a result of (i) decreases in contract revenue due to reduced block hours flown and fewer aircraft under contract; and (ii) greater impairment associated with held for sale assets, partially offset by (a) decreases in flight operations as a result of decreased pilot training and lower pilot wages; and (b) decreases in depreciation expense, primarily due to the retirement and sale of several aircraft.
30
Operating Revenues
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||||||
Operating revenues ($ in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract |
|
$ |
204,331 |
|
|
$ |
303,222 |
|
|
$ |
(98,891 |
) |
|
|
(32.6 |
)% |
Pass-through and other |
|
|
73,875 |
|
|
|
54,410 |
|
|
|
19,465 |
|
|
|
35.8 |
% |
Total operating revenues |
|
$ |
278,206 |
|
|
$ |
357,632 |
|
|
$ |
(79,426 |
) |
|
|
(22.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available seat miles—ASMs (thousands) |
|
|
2,906,955 |
|
|
|
2,871,758 |
|
|
|
35,197 |
|
|
|
1.2 |
% |
Block hours |
|
|
126,734 |
|
|
|
129,303 |
|
|
|
(2,569 |
) |
|
|
(2.0 |
)% |
Revenue passenger miles—RPMs (thousands) |
|
|
2,407,543 |
|
|
|
2,396,062 |
|
|
|
11,481 |
|
|
|
0.5 |
% |
Average stage length (miles) |
|
|
614 |
|
|
|
540 |
|
|
|
74 |
|
|
|
13.7 |
% |
Contract revenue per available seat mile—CRASM (in cents) |
|
¢ |
7.03 |
|
|
¢ |
10.56 |
|
|
¢ |
(3.53 |
) |
|
|
(33.4 |
)% |
Passengers |
|
|
3,848,177 |
|
|
|
4,371,863 |
|
|
|
(523,686 |
) |
|
|
(12.0 |
)% |
Total operating revenue decreased by $79.4 million, or 22.2%, to $278.2 million for our nine months ended September 30, 2025 as compared to our nine months ended September 30, 2024. Contract revenue decreased by $98.9 million, or 32.6%, to $204.3 million primarily driven by reduced block hours flown and fewer aircraft under contract compared to the nine months ended September 30, 2024. Our block hours flown during our nine months ended September 30, 2025 decreased 2.0% compared to the nine months ended September 30, 2024 due to a decrease in scheduled flying for United and fewer aircraft under contract, partially offset by an increase in average stage length. Our pass-through and other revenue increased by $19.5 million, or 35.8%, to $73.9 million compared to our nine months ended September 30, 2024 due to an increase in pass-through maintenance related to our E-175 fleet.
Operating Expenses
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||||||
Operating expenses ($ in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Flight operations |
|
$ |
108,404 |
|
|
$ |
132,654 |
|
|
$ |
(24,250 |
) |
|
|
(18.3 |
)% |
Maintenance |
|
|
127,206 |
|
|
|
136,098 |
|
|
|
(8,892 |
) |
|
|
(6.5 |
)% |
Aircraft rent |
|
|
1,818 |
|
|
|
6,593 |
|
|
|
(4,775 |
) |
|
|
(72.4 |
)% |
General and administrative |
|
|
33,981 |
|
|
|
32,239 |
|
|
|
1,742 |
|
|
|
5.4 |
% |
Depreciation and amortization |
|
|
11,594 |
|
|
|
26,748 |
|
|
|
(15,154 |
) |
|
|
(56.7 |
)% |
Asset impairment |
|
|
53,447 |
|
|
|
33,325 |
|
|
|
20,122 |
|
|
|
60.4 |
% |
Loss on sale of assets |
|
|
7,706 |
|
|
|
— |
|
|
|
7,706 |
|
|
|
100.0 |
% |
Other operating expenses |
|
|
626 |
|
|
|
4,392 |
|
|
|
(3,766 |
) |
|
|
(85.7 |
)% |
Total operating expenses |
|
$ |
344,782 |
|
|
$ |
372,049 |
|
|
$ |
(27,267 |
) |
|
|
(7.3 |
)% |
Operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available seat miles—ASMs (thousands) |
|
|
2,906,955 |
|
|
|
2,871,758 |
|
|
|
35,197 |
|
|
|
1.2 |
% |
Block hours |
|
|
126,734 |
|
|
|
129,303 |
|
|
|
(2,569 |
) |
|
|
(2.0 |
)% |
Average stage length (miles) |
|
|
614 |
|
|
|
540 |
|
|
|
74 |
|
|
|
13.7 |
% |
Departures |
|
|
63,660 |
|
|
|
71,192 |
|
|
|
(7,532 |
) |
|
|
(10.6 |
)% |
Flight Operations. Flight operations expense decreased by $24.3 million, or 18.3%, to $108.4 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease was primarily driven by decreased pilot training expense and lower pilot wages as a result of fewer block hours flown, decreases in headcount, and operating a single E-175 fleet type.
Maintenance. Aircraft maintenance expense decreased $8.9 million, or 6.5%, to $127.2 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. This decrease was primarily driven by a decrease in labor and other and rotable and expendable parts, partially offset by an increase in other pass-through
31
engine overhaul, other pass-through costs, and C-check maintenance expenses. Total pass-through maintenance expenses reimbursed by United increased by $21.4 million during our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024.
The following table presents information regarding our maintenance costs during the nine months ended September 30, 2025 and September 30, 2024 (in thousands):
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||
Engine overhaul |
|
$ |
82 |
|
|
$ |
(531 |
) |
|
$ |
613 |
|
|
|
(115.4 |
)% |
Pass-through engine overhaul |
|
|
20,528 |
|
|
|
17,783 |
|
|
|
2,745 |
|
|
|
15.4 |
% |
C-check |
|
|
3,239 |
|
|
|
4,019 |
|
|
|
(780 |
) |
|
|
(19.4 |
)% |
Pass-through C-check |
|
|
16,329 |
|
|
|
12,459 |
|
|
|
3,870 |
|
|
|
31.1 |
% |
Component contracts |
|
|
6,637 |
|
|
|
13,518 |
|
|
|
(6,881 |
) |
|
|
(50.9 |
)% |
Rotable and expendable parts |
|
|
4,618 |
|
|
|
13,531 |
|
|
|
(8,913 |
) |
|
|
(65.9 |
)% |
Other pass-through |
|
|
31,743 |
|
|
|
16,934 |
|
|
|
14,809 |
|
|
|
87.5 |
% |
Labor and other |
|
|
44,030 |
|
|
|
58,385 |
|
|
|
(14,355 |
) |
|
|
(24.6 |
)% |
Total |
|
$ |
127,206 |
|
|
$ |
136,098 |
|
|
$ |
(8,892 |
) |
|
|
(6.5 |
)% |
Aircraft Rent. Aircraft rent expense decreased $4.8 million, or 72.4%, to $1.8 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease is primarily due to fewer engine lease costs during our nine months ended September 30, 2025.
General and Administrative. General and administrative expense increased $1.7 million, or 5.4%, to $34.0 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The increase is primarily driven by increased legal fees.
Depreciation and Amortization. Depreciation and amortization expense decreased by $15.2 million, or 56.7%, to $11.6 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024 due to aircraft in our fleet being sold or classified as non-depreciable assets held for sale.
Asset Impairment. Asset impairment of $53.4 million was recorded for our nine months ended September 30, 2025 related to held for sale assets. There was $33.3 million of asset impairment recorded for our nine months ended September 30, 2024, related to held for sale assets.
Other Operating Expenses. Other operating expenses decreased by $3.8 million, to $0.6 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease is primarily attributable to lower interrupted trip expense and ferry fuel costs during the nine months ended September 30, 2025.
Other Income/(Expense)
Other income (expense) increased by $32.2 million to $13.1 million for our nine months ended September 30, 2025, compared to our nine months ended September 30, 2024. The increase is primarily attributable to the write off of warrant liabilities and lower interest expense for our nine months ended September 30, 2025.
Income Taxes
The income tax benefit totaled $1.6 million for the nine months ended September 30, 2025 compared to a tax benefit of $0.3 million for the nine months ended September 30, 2024. The ETR was 2.9% for the nine months ended September 30, 2025 compared to 1.0% for the nine months ended September 30, 2024. Our ETR for the nine months ended September 30, 2025 decreased from the nine months ended September 30, 2024, due to permanent tax differences, state taxes, and changes in the valuation allowance against federal and state net operating losses.
We continue to maintain a valuation allowance on a portion of our federal and state net operating losses in jurisdictions with shortened carryforward periods or in jurisdictions where our operations have significantly decreased as compared to prior years in which the net operating losses were generated.
32
As of September 30, 2025, the Company had aggregate federal and state net operating loss carryforwards of approximately $189.5 million and $153.1 million, respectively. Of the federal net operating loss carryovers, $3.6 million will expire at the end of 2038 if not utilized. The remaining federal net operating losses have an indefinite carryover period but can only offset eighty percent of taxable income in a given year. The state net operating losses expire between 2026 and 2042.
Cautionary Statement Regarding Non-GAAP Measures
We present Adjusted EBITDA and Adjusted EBITDAR, which are not recognized financial measures under GAAP, in this Quarterly Report on Form 10-Q as supplemental disclosures because our senior management believes that they are well-recognized valuation metrics in the airline industry that are frequently used by companies, investors, securities analysts and other interested parties in comparing companies in our industry.
Adjusted EBITDA. We define Adjusted EBITDA as net income or loss before interest, income taxes, and depreciation and amortization, adjusted for gains and losses on investments, lease termination costs, impairment charges, and gains or losses on extinguishment of debt including write-off of associated financing fees.
Adjusted EBITDAR. We define Adjusted EBITDAR as net income or loss before interest, income taxes, depreciation and amortization, and aircraft rent, adjusted for gains and losses on investments, lease termination costs, impairment charges, and gains or losses on extinguishment of debt including write-off of associated financing fees.
Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools. Some of the limitations applicable to these measures include: (i) Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; (ii) Adjusted EBITDA and Adjusted EBITDAR do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (iii) Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, our working capital needs; (iv) Adjusted EBITDA and Adjusted EBITDAR do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future; (vi) Adjusted EBITDA and Adjusted EBITDAR do not reflect gains and losses on investments, which are non-cash gains and losses but will occur in periods when there are changes in the value of our investments in equity securities; and (vii) Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements and other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDAR differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, Adjusted EBITDAR should not be viewed as a measure of overall performance because it excludes aircraft rent, which is a normal, recurring cash operating expense that is necessary to operate our business. For the foregoing reasons, each of Adjusted EBITDA and Adjusted EBITDAR has significant limitations which affect its use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information.
33
Adjusted EBITDA and Adjusted EBITDAR
The following table presents a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDAR (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Reconciliation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(14,124 |
) |
|
$ |
(24,917 |
) |
|
$ |
(51,898 |
) |
|
$ |
(33,165 |
) |
Income tax expense (benefit) |
|
|
2,539 |
|
|
|
393 |
|
|
|
(1,564 |
) |
|
|
(345 |
) |
Loss before taxes |
|
|
(11,585 |
) |
|
|
(24,524 |
) |
|
$ |
(53,462 |
) |
|
$ |
(33,510 |
) |
Gain on investments |
|
|
— |
|
|
|
(1,578 |
) |
|
|
— |
|
|
|
(8,032 |
) |
Unrealized loss on investments, net |
|
|
— |
|
|
|
71 |
|
|
|
11 |
|
|
|
8,595 |
|
Adjustments(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13) |
|
|
9,861 |
|
|
|
25,951 |
|
|
|
48,223 |
|
|
|
29,378 |
|
Adjusted loss before taxes |
|
|
(1,724 |
) |
|
|
(80 |
) |
|
|
(5,228 |
) |
|
|
(3,569 |
) |
Interest expense |
|
|
2,829 |
|
|
|
7,624 |
|
|
|
11,419 |
|
|
|
27,296 |
|
Interest income |
|
|
(69 |
) |
|
|
(23 |
) |
|
|
(167 |
) |
|
|
(54 |
) |
Depreciation and amortization |
|
|
2,262 |
|
|
|
7,195 |
|
|
|
11,594 |
|
|
|
26,748 |
|
Adjusted EBITDA |
|
$ |
3,298 |
|
|
$ |
14,716 |
|
|
$ |
17,618 |
|
|
$ |
50,421 |
|
Aircraft rent |
|
|
396 |
|
|
|
3,501 |
|
|
|
1,818 |
|
|
|
6,593 |
|
Adjusted EBITDAR |
|
$ |
3,694 |
|
|
$ |
18,217 |
|
|
$ |
19,436 |
|
|
$ |
57,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) $22.8 million and $33.3 million impairment loss related to held for sale assets during the three and nine months ended September 30, 2024, respectively. |
|
|||||||||||||||
(2) $1.2 million and $2.6 million in third party costs associated with significant or non-recurring transactions during the three and nine months ended September 30, 2024, respectively. |
|
|||||||||||||||
(3) $1.9 million and $1.7 million net loss on the disposal of assets during the three and nine months ended September 30, 2024, respectively. |
|
|||||||||||||||
(4) $0.1 million and $1.3 million loss on deferred financing costs related to the retirement of debts during the three and nine months ended September 30, 2024, respectively. |
|
|||||||||||||||
(5) $10.5 million gain on debt forgiveness during the nine months ended September 30, 2024. |
|
|||||||||||||||
(6) $0.9 million loss for early payment fees on the retirement of debt during the nine months ended September 30, 2024. |
|
|||||||||||||||
(7) $7.3 million and $53.4 million impairment loss related to held for sale assets during the three and nine months ended September 30, 2025, respectively. |
|
|||||||||||||||
(8) $2.5 million and $8.7 million in third party costs associated with significant or non-recurring transactions during the three and nine months ended September 30, 2025, respectively. |
|
|||||||||||||||
(9) $1.5 million of write offs of uncollectable loans during the three and nine months ended September 30, 2025. |
|
|||||||||||||||
(10) $25.1 million gain on the write off of warrant liabilities during the three and nine months ended September 30, 2025. |
|
|||||||||||||||
(11) $1.3 million loss on deferred financing costs related to the retirement of debts during the nine months ended September 30, 2025. |
|
|||||||||||||||
(12) $7.7 million loss on the sale of assets during the nine months ended September 30, 2025. |
|
|||||||||||||||
(13) $0.7 million in miscellaneous costs associated with the sale of assets during the nine months ended September 30, 2025. |
|
|||||||||||||||
Liquidity and Capital Resources
Going Concern
During the nine months ended September 30, 2025 and fiscal year ended December 31, 2024, costs associated with the transition of our operations with American to United, ongoing carrying costs related to the parked CRJ-900 fleet that has been sold but not closed, selling costs related to the CRJ-900 airframes and GE CF34-8B/C engines, and increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios. Additionally, United had asked us to accelerate the removal of CRJ-900 aircraft and transition the pilots to our E-175 fleet, leading to increased costs and impacting our block hour capabilities while these pilots are in training.
As a result, these challenges resulted in a negative impact on the Company’s financial results highlighted by net loss of $51.9 million, primarily due to an impairment expense of $53.4 million related to held-for-sale assets, contributing to the ongoing financial distress. These conditions and events raised substantial doubt regarding our ability to continue as a going concern and to fund our operations and meet our debt obligations over the next twelve months after the filing of this Form 10-Q.
As of September 30, 2025, Mesa has $10.7 million of borrowing capacity under the United Revolving Credit Facility based on spare parts valuation. As of December 31, 2024, the Company has $68.0 million of principal maturity payments
34
on long-term debt due within the next twelve months including $62.2 million under our UST Loan which is due and payable on October 30, 2025, and extendable to November 28, 2025.
Mesa’s merger with Republic
On April 4, 2025, Republic and Mesa entered into the Merger Agreement pursuant to the Merger. Upon closing of the Merger, the Surviving Corporation, to be renamed Republic Airways Holdings Inc., will be led by the executive leadership of Republic. Republic will designate six of seven non-employee directors to the Surviving Corporation Board, while Mesa will designate one of seven non-employee directors.
Upon effectiveness of the Merger, stockholders of Republic will hold an approximate 88% interest in the Surviving Corporation, and stockholders of Mesa will hold an approximate 6% interest in the Surviving Corporation with the ability to acquire additional equity interests up to 6% of the Surviving Corporation, totaling up to approximately 12% in the aggregate, contingent upon Mesa’s satisfaction of certain pre-closing criteria.
Concurrently with the execution and delivery of the Merger Agreement, Republic, Mesa, and United Airlines, among other parties, entered into the TPA, pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities, and effectuate certain related transactions; (ii) United Airlines will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses.
As part of the merger closing process, the TPA among Mesa, Republic, and United outlines a structured approach to resolving Mesa’s outstanding financial obligations. Specifically, Mesa will terminate its existing capacity purchase agreement with United Airlines and dispose of certain aircraft and spare inventory assets. The proceeds from these sales, along with Mesa’s available cash, will be applied toward the repayment of substantially all trade debts, long-term liabilities, and other outstanding obligations. If any residual liabilities remain after Mesa’s resources are exhausted, United Airlines will either forgive the remaining amounts or provide a one-time cash payment at closing sufficient to fully discharge them.
Note that a Form S-4 Proxy Statement/Prospectus ("Form S-4") was filed by Mesa with the SEC for the proposed Merger, and Mesa received the Notice of Effectiveness of the Form S-4 on September 30, 2025. On September 29, 2025, Mesa filed a Form 8-K (Item 5.03) approving a change in the Company’s fiscal year-end, moving from September 30 to December 31 of each year, effective for the fiscal year beginning on January 1, 2025, and ending on December 31, 2025. The change in the fiscal year-end was approved by the Board of Directors of Mesa on September 24, 2025.
Mesa’s Special Meeting and shareholder vote to approve the merger occurred on November 17, 2025, and the Merger is expected to close on November 25, 2025. All closing conditions are listed below and are all satisfied as of November 20, 2025:
35
Asset sales
On December 31, 2024 and January 31, 2025, Mesa sold 18 E-175 aircraft to United for $227.7 million in gross proceeds equal to the fair market value of the assets based on multiple appraisals discounted by $20 million. $69.6 million of the proceeds was used to pay off outstanding debt, and $73.4 million of the proceeds was withheld by United for the assumption of debt. As a result of these sales, all 60 E-175 aircraft are owned by United and all heavy maintenance (C Check, L Gear, Engine) as well as all non-expendable part repairs are pass-through expenses reimbursed by United, eliminating the majority of Mesa’s maintenance cost exposure for these aircraft.
Amendment to Loan and Guarantee Agreement
On October 24, 2025, the Company entered into an Amendment (the "Amendment") to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the "Loan Agreement"), among Mesa, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the "Lender" or "Jefferies"), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the "Agents") (collectively, the "Parties"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement.
Under the terms of the Amendment, Jefferies agreed to: (a) extend the Maturity Date of the Loan Agreement from October 30, 2025 to November 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (0%) for a period of 90 days from the date of the Amendment; (c) waive the restrictions on Fundamental Changes and Organizational Document amendments in connection with the Merger; (d) waive the Collateral Coverage Ratio through the Maturity Date, and (e) subject to the payment in full of the obligations under the Loan Agreement on the Maturity Date, reduce the principal amount of the Obligations under the Loan Agreement by $12.3 million (collectively, the "Amendments").
In connection with the execution of the Amendment, (i) Mesa Airlines entered into a Security and Control Agreement with Jefferies pursuant to which Mesa Airlines deposited $31.9 million into a collateral account controlled by Jefferies and agreed to pledge an aircraft engine, each as collateral for the obligations under the Loan Agreement, and (ii) Mesa Airlines agreed to pay Jefferies a non-refundable advisory fee of $3.5 million, payable on the earlier of the approval of the Merger and the Maturity Date.
As of the issuance of this Form 10-Q, the Company has implemented certain strategic and financial plans, including the merger with Republic as outlined above. Based on management`s plan, which includes the increased financial position of the combined company, the Company has alleviated the substantial doubt regarding its ability to continue as a going concern and expects to be able to meet its cash obligations for next twelve months following the issuance of this Form 10-Q.
Sources and Uses of Cash
We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures, aircraft pre-delivery payments, maintenance, aircraft rent, and debt service obligations, including principal and interest payments. Our cash needs vary from period to period primarily based on the timing and costs of significant
36
maintenance events. Our principal sources of liquidity are cash on hand, cash generated from operations and funds from external borrowings.
We believe that the key factors that could affect our internal and external sources of cash include:
Our ability to service our long-term debt obligations, including our equipment notes, to remain in compliance with the various covenants contained in our debt agreements and to fund our working capital requirements, capital expenditures and business development efforts will depend on the completion of the Merger as well as our ability to generate cash from operating activities, which is subject to, among other things, our future operating performance, as well as other factors, some of which may be beyond our control.
During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust operating and capital expenditures to reflect the current market conditions and our projected demand. Our capital expenditures are primarily directed toward our aircraft fleet and flight equipment including spare engines. Our capital expenditures, net of purchases of rotable spare parts and aircraft and spare engine financing for the nine months ended September 30, 2025 were approximately 1.8% of our revenue during the same period. We expect to incur capital expenditures to support our business activities. Future capital expenditures may be impacted by events and transactions that are not currently forecasted.
As of September 30, 2025, our principal sources of cash are cash and cash equivalents of $38.7 million and $33.8 million in assets held for sale as of September 30, 2025. As of September 30, 2025, we had $95.0 million in secured indebtedness incurred primarily in connection with our financing of aircraft and related equipment. As of September 30, 2025, we had $68.0 million of current debt, excluding finance leases, and $27.0 million of long-term debt excluding finance leases.
Restricted Cash
As of September 30, 2025, we had $3.0 million in restricted cash. We have an agreement with a financial institution for a letter of credit facility and to issue letters of credit for particular airport authorities, worker's compensation insurance, property and casualty insurance and other business needs as required in certain lease agreements. Pursuant to the term of this agreement, $3.0 million of outstanding letters of credit are required to be collateralized by amounts on deposit.
Cash Flows
The following table presents information regarding our cash flows for each of the nine months ended September 30, 2025 and September 30, 2024 (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash (used in) provided by operating activities |
|
$ |
(34,612 |
) |
|
$ |
42,067 |
|
Net cash provided by investing activities |
|
|
95,453 |
|
|
|
102,183 |
|
Net cash used in financing activities |
|
|
(62,045 |
) |
|
|
(144,822 |
) |
Net decrease in cash, cash equivalents and restricted cash |
|
|
(1,204 |
) |
|
|
(572 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
42,984 |
|
|
|
19,202 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
41,780 |
|
|
$ |
18,630 |
|
37
Net Cash Used in Operating Activities
Our primary source of cash from operating activities is cash collections from United pursuant to our CPA. Our primary uses of cash from operating activities are for maintenance costs, personnel costs, operating lease payments, and interest payments.
During our nine months ended September 30, 2025, we had cash flow used in operating activities of $34.6 million. We had net loss of $51.9 million adjusted for the following significant non-cash items: depreciation and amortization of $11.6 million, deferred income taxes of $(3.3) million, write off of warrant liability of $(25.1) million, amortization of deferred credits of $(3.1) million, amortization of debt discount and financing costs and accretion of interest of $3.4 million, asset impairment of $53.4 million, loss on sale of assets of $7.7 million, and $3.6 million in miscellaneous operating cash flow items. We had a net change of $(30.9) million within other net operating assets and liabilities largely driven by increases in accounts receivable and expendable parts and decreases in accounts payable, accrued expenses, and deferred revenue.
During our nine months ended September 30, 2024, we had cash flow provided by operating activities of $42.1 million. We had net loss of $33.2 million adjusted for the following significant non-cash items: depreciation and amortization of $26.7 million, gains on investments in equity securities of $(8.0) million, net unrealized losses on investments in equity securities of $8.6 million, amortization of deferred credits of $(0.9) million, amortization of debt discount and financing costs and accretion of interest of $6.0 million, asset impairment of $33.3 million, gain on debt forgiveness of $(10.5) million, and $3.9 million in miscellaneous operating cash flow items. We had a net change of $16.1 million within other net operating assets and liabilities largely driven by increases in accounts receivable and accrued expenses, partially offset by decreases in deferred revenue.
Net Cash Provided by Investing Activities
Our investing activities generally consist of capital expenditures for aircraft and related flight equipment, deposits paid or returned for equipment and other purchases, and strategic investments.
During our nine months ended September 30, 2025, net cash flow provided by investing activities totaled $95.5 million. Proceeds from the sale of aircraft and engines totaled $100.5 million and we invested $(5.0) million in capital expenditures, primarily consisting of rotable parts and tools. We received $0.1 million in refunds of equipment and other deposits.
During our nine months ended September 30, 2024, net cash flow provided by investing activities totaled $102.2 million. Proceeds from the sale of aircraft and engines totaled $104.9 million, proceeds from the sale of investments in equity securities totaled $9.6 million, we invested $(13.4) million in capital expenditures, primarily consisting of heavy maintenance rotable parts, paid $(0.4) million in investment transaction costs, and received $1.5 million in refunds of equipment and other deposits.
Net Cash Used in Financing Activities
Our financing activities generally consist of debt borrowings, principal repayments of debt, payment of debt financing costs, payment of tax withholding for RSUs, and proceeds received from issuing common stock under our ESPP.
During our nine months ended September 30, 2025, net cash flow used in financing activities was $62.0 million, all of which was payments on long-term debt and finance leases.
During our nine months ended September 30, 2024, net cash flow used in financing activities was $144.8 million. We received $5.0 million of proceeds from long-term debt, made $(148.8) million of principal repayments on long-term debt, paid $(0.9) million for debt prepayment costs, and paid $0.1 million for tax withholding of RSUs.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP. In doing so, we must make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting estimates.
38
The accompanying discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated interim financial statements included elsewhere in this Form 10-Q. We believe certain of our accounting estimates and policies are critical to understanding our financial position and results of operations. There have been no material changes to the critical accounting estimates as explained in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and our Transition Report on Form 10-KT for the transition period ended December 31, 2024 under the heading "Critical Accounting Estimates."
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3: "Recent Accounting Pronouncements" to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risks in the ordinary course of our business. These risks include interest rate risk and, on a limited basis, commodity price risk with respect to foreign exchange transactions. The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis provided does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.
Interest Rate Risk. We are subject to market risk associated with changing interest rates on our variable rate long-term debt; the variable interest rates are based on SOFR. The interest rates applicable to variable rate notes may rise and increase the amount of interest expense on our variable rate long-term debt. We do not purchase or hold any derivative instruments to protect against the effects of changes in interest rates.
As of September 30, 2025, we had $95.0 million of variable-rate debt, including current maturities. A hypothetical 100 basis point change in market interest rates would have affected interest expense by approximately $1.0 million in the nine months ended September 30, 2025. We did not have any fixed-rate debt as of September 30, 2025.
On July 27, 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it would stop compelling banks to submit rates for the calculation of LIBOR after 2021. In December 2020, the administrator of LIBOR proposed to cease publication of certain LIBOR settings after December 2021 and to cease publication of the remainder of the LIBOR settings after June 2023. The majority of our debt arrangements were indexed to one- and three-month LIBOR, which were sunset on June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, replaced LIBOR with SOFR after June 30, 2023. We applied expedients to agreements under LIBOR that were replaced by SOFR. Under the expedient, we now account for amendments to agreements as if the modification was not substantial. The new carrying amounts of debts consist of the carrying amount of the original debt and any additional fees associated with the modified debt instrument. New effective yields were established based on the new carrying amount and revised cash flows. As of September 30, 2025, we had $95.0 million of borrowings based on SOFR.
Foreign Currency Risk. We have de minimis foreign currency risks related to our station operating expenses denominated in currencies other than the U.S. dollar, primarily the Canadian dollar. Our revenue is U.S. dollar denominated. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have not had a formal hedging program with respect to foreign currency. A 10% increase or decrease in current exchange rates would not have a material effect on our financial results.
Fuel Price Risk. Unlike other airlines, our agreements largely shelter us from volatility related to fuel prices, which are directly paid and supplied by our major partners.
39
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting and has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2025. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
We believe we have employed supplementary procedures to ensure the financial statements contained in this report fairly present in all material respects, our financial position as of September 30, 2025 and December 31, 2024, and the results of operations and cash flows for the period ended September 30, 2025 and September 30, 2024.
Changes in Internal Control Over Financial Reporting
During the three months ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Inherent Limitations on Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct and unintentional error completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to certain legal actions which we consider routine to our business activities. As of September 30, 2025, our management believed the ultimate outcomes of other routine legal matters are not likely to have a material adverse effect on our financial position, liquidity or results of operations.
Item 1A. Risk Factors
We refer you to documents filed by us with the SEC, specifically "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 ("2024 Form 10-K") and in our Transition Report on Form 10-KT for the transition period ended December 31, 2024 ("2024 Form 10-KT"), which identify important risk factors that could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled "Cautionary Statements Regarding Forward-looking Statements" of this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q, including the accompanying condensed consolidated financial statements and related notes, should be read in conjunction with such risks and other factors for a full understanding of our operations and financial condition. The risks described in our 2024 Form 10-K, our 2024 Form 10-KT, and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results. There have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K and 2024 Form 10-KT.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended)
Item 6. Exhibits
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EXHIBIT INDEX
Exhibit No. |
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Exhibit Description |
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31.1 |
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Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
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31.2 |
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Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
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32.1* |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2* |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
** Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
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SIGNATURES
Pursuant to the requirements 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.
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MESA AIR GROUP, INC. |
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Date: November 20, 2025 |
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By: |
/s/ Michael J. Lotz |
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Michael J. Lotz Chief Financial Officer (Principal Financial Officer) |
43
FAQ
How did Mesa Air Group (MESA) perform financially for the nine months ended September 30, 2025?
Mesa generated $278.2 million in total operating revenues for the nine months ended September 30, 2025, down from $357.6 million a year earlier. The company reported a net loss of $51.9 million versus a $33.2 million loss in the prior-year period, largely due to a $53.4 million impairment on assets held for sale.
What is Mesa Air Group’s balance sheet and liquidity position as of September 30, 2025?
As of September 30, 2025, Mesa reported $158.9 million in total assets and negative stockholders’ equity of $(52.6) million. Cash, cash equivalents, and restricted cash totaled $41.8 million. Long-term debt and finance leases, including current maturities, were $95.2 million, with $62.2 million of UST Loan principal due in 2025.
What are the key terms of the Mesa–Republic merger and how will ownership change?
Under the Merger Agreement signed on April 4, 2025, Republic will merge into Mesa, with the combined company to be renamed Republic Airways Holdings Inc. Upon effectiveness, Republic stockholders are expected to own about 88% of the surviving corporation, while Mesa stockholders will initially own about 6%, with the ability to acquire additional equity interests up to roughly 12% in total if certain pre-closing criteria are met.
What is the status of the merger between Mesa Air Group and Republic Airways Holdings?
Mesa’s stockholders approved the merger at a special meeting on November 17, 2025, and Republic’s stockholder approval was previously obtained. All listed closing conditions, including regulatory approvals, SEC registration effectiveness, Nasdaq listing approval, and compliance certifications, were satisfied as of November 20, 2025. The merger is expected to close on November 25, 2025.
How does United Airlines factor into Mesa’s business and the merger structure?
United Airlines is Mesa’s dominant customer, providing approximately 98% of total revenue for the nine months ended September 30, 2025 through the United Capacity Purchase Agreement. United now owns all 60 E-175 aircraft that Mesa operates under the CPA. Under the Three Party Agreement tied to the merger, Mesa will dispose of certain assets and settle liabilities, with United facilitating these actions and agreeing either to forgive or fund remaining obligations after Mesa’s resources are applied.
What changes were made to Mesa’s Treasury Loan in October 2025?
On October 24, 2025, Mesa amended its Loan and Guarantee Agreement with Jefferies (as successor to the U.S. Treasury). The amendment extended the maturity date from October 30, 2025 to November 28, 2025, allowed a further 30-day extension right, reduced the interest rate to 0% for 90 days, waived certain covenants in connection with the merger, and provides a $12.3 million principal reduction if all obligations are paid on the maturity date. Mesa deposited $31.9 million into a collateral account and agreed to a $3.5 million advisory fee.
Has Mesa Air Group addressed its going concern uncertainty?
Mesa disclosed that past losses, impairment charges, and upcoming debt maturities had raised substantial doubt about its ability to continue as a going concern. However, management states that, based on implemented strategic and financial plans—including the merger with Republic and related agreements with United—it has alleviated that substantial doubt and expects to meet cash obligations for the 12 months following issuance of the report.
