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Mesa Air Group Reports Results for the Three and Nine Months Ended September 30, 2025

PHOENIX,, Nov. 21, 2025 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported operating and financial results for the three and nine months ended September 30, 2025. Previously, on September 24, 2025, the Mesa Board of Directors approved a change in the Company’s fiscal year-end, moving from September 30 to December 31, which became effective on January 1, 2025 for the fiscal year ending December 31, 2025.

Mesa also provided an update on the merger (the “Merger”) with Republic Airways Holdings Inc. (“Republic”).

Mesa’s Quarter ended September 30, 2025 Update:

  • Total operating revenues of $90.7 million
  • Pre-tax loss of $11.6 million, net loss of $14.1 million, or $0.34 per diluted share
  • Adjusted net loss1 of $2.1 million, primarily excluding $7.3 million related to impairment on assets held for sale
  • Adjusted pre-tax loss of $1.7 million
  • Adjusted pre-tax profit of $2.2 million generated from United E-175 operations offset by $3.9 million of parked CRJ-900 aircraft and other non E-175 expenses
  • Adjusted EBITDAR1 of $3.7 million
  • Operated at a 100.00% controllable completion factor2, an on-time arrival rate within 15 minutes of 81.8%, and a United Airlines Net Promoter Score of 36.1, all of which were the highest among United regional operators for the quarter

Asset Transactions Update:

  • During the September 2025 quarter, closed on the sales of 13 spare GE-34 engines and 9 surplus CRJ-900 airframes for gross proceeds of $19.6 million, $18.5 million of which was used to repay U.S. Treasury debt
  • Subsequent to September 2025 quarter end, closed on the sales of 12 surplus CRJ-900 airframes, 14 spare GE-34 engines for gross proceeds of $19.1 million, of which $18.2 million was used to repay U.S. Treasury debt and $0.9 million was used to repay the United credit facility, and entered into purchase agreements to sell all remaining CRJ spare parts as well as all 8 spare engines

Republic Merger and Corporate Update:

  • For the nine months ended September 30, 2025, Republic generated approximately $227 million in adjusted EBITDA, and Mesa generated $18 million in adjusted EBITDA over the same nine-month period, for a total of $245 million1
  • At a special meeting on November 17, 2025, Mesa stockholders approved all proposals related to the Merger
  • Merger expected to close on November 25, 2025, with Common Stock to trade under the Nasdaq symbol “RJET” following Merger close
  • Mesa authorized a 15-for-1 Reverse Stock Split of issued and outstanding Common Stock. The Reverse Stock Split is expected to occur after market close 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

“We are pleased to be at the finish line for closing of the merger of Mesa with Republic,” said Jonathan Ornstein, Mesa Chairman and CEO. “I want to thank all of the people and partners that have supported Mesa for the past four decades as well as helped us reach this outcome today. Our recent results have demonstrated a stabilized operating and financial position, driven by our efforts to enhance utilization and block-hour production, sell surplus assets, and repay over two-thirds of our debt principal over the past year. With the start of the new and enhanced capacity purchase agreement with United Airlines that will run for the next ten years, I look forward to legacy Mesa operations supporting day-one benefits and long-run value creation for the newly combined company.”

Mesa Quarter ended September 30, 2025 Details

Total operating revenues for the September 2025 quarter were $90.7 million, lower by $24.6 million, or 21.3%, compared to $115.3 million for the September 2024 quarter. Contract revenue was $66.0 million, lower by $27.8 million, or 29.6%, compared to $93.8 million in the September 2024 quarter. These decreases were driven by the reduction in contractual aircraft with United Airlines, Inc. (“United”). In addition, the disposition of certain Embraer 175 aircraft contributed to lower aircraft ownership revenue.

Pass-through revenue increased by $3.2 million, or 14.9%, driven primarily by higher pass-through maintenance expense. Mesa’s September 2025 quarter results include, per GAAP, the recognition of $1.4 million of previously deferred revenue, versus the deferral of $2.8 million of revenue in the September 2024 quarter.

Total operating expenses in the September 2025 quarter were $99.9 million, a decrease of $32.4 million, or 24.5%, versus the September 2024 quarter. Compared to the September 2024 quarter, the decrease primarily reflects asset impairment expenses that were $15.2 million lower, as well as lower depreciation and amortization expense, primarily due to the retirement and sale of CRJ aircraft and engines, in addition to lower maintenance, rent, and flight operations expenses tied to operating a smaller contractual fleet.

Mesa’s September 2025 quarter results reflect a net loss of $14.1 million, or $(0.34) per diluted share, compared to a net loss of $24.9 million, or $(0.60) per diluted share, for the September 2024 quarter. Mesa’s September 2025 quarter adjusted net loss was $2.1 million, or $(0.05) per diluted share, versus an adjusted net loss of $0.1 million, or $(0.00) per diluted share, in the September 2024 quarter.

Mesa’s adjusted EBITDA1 for the September 2025 quarter was $3.3 million, compared to adjusted EBITDA of $14.7 million for September 2024 quarter. Adjusted EBITDAR was $3.7 million for the September 2025 quarter, compared to adjusted EBITDAR of $18.2 million for the September 2024 quarter.

Mesa September 2025 Quarter Operating Performance

Operationally, the Company reported a controllable completion factor of 100.00% for United during the September 2025 quarter. This is compared to a controllable completion factor of 99.88% for United during the September 2024 quarter. Controllable completion factor excludes cancellations due to weather and air traffic control.

For the September 2025 quarter, the Company operated 60 large (70/76 seats) E-175 jets under its CPA with United.

Balance Sheet and Liquidity

Mesa ended the September 2025 quarter with $38.7 million in unrestricted cash and cash equivalents. As of September 30, 2025, the Company had $95.2 million in total debt, secured primarily with aircraft and engines, compared to a balance of $315.2 million as of September 30, 2024. During the quarter, the Company paid $18.5 million in debt, comprised of payments related to CRJ asset sale transactions and scheduled obligations.

About Mesa Air Group, Inc.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 68 cities in 31 states and Mexico. As of October 31, 2025, Mesa operates a fleet of 60 aircraft with approximately 230 daily departures and approximately 1,750 employees. Mesa operates all its flights as United Express pursuant to the terms of capacity purchase agreements entered into with United Airlines, Inc.

Cautionary Note Regarding Forward-Looking Statements

This press release may be deemed to contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding the effects of the restatement of Mesa’s past financial statements and the filing of Mesa’s amended periodic reports. Words such as “future,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “might,” “predict,” “will,” “would,” “should,” “could,” “can,” “may,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements.

The forward-looking statements contained in this press release reflect Mesa’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of Mesa, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to satisfaction of closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction; risks that the proposed transaction disrupts Mesa’s current plans and operations or diverts the attention of Mesa’s management or employees from ongoing business operations; the risk of potential difficulties with Mesa’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed transaction; the failure to realize the expected benefits of the proposed transaction; the risk that the proposed transaction may involve unexpected costs and/or unknown or inestimable liabilities; the risk that Mesa’s business may suffer as a result of uncertainty surrounding the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the transaction or any further announcements or the consummation of the transaction on the market price of Mesa Common Stock.

While forward-looking statements reflect Mesa’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. Mesa disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Mesa’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Mesa’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents filed by the Company from time to time with the SEC.

Certain Information About Republic

This press release contains certain financial information related to Republic based on data available to Mesa, which has not been audited and is subject to change. In the course of preparing financial information for Republic, as required by Rule 3-05 and Article 11 of Regulation S-X in connection with the closing of the Merger, further adjustments to the information presented herein may be made and any such adjustments may be material.

Contact:
Mesa Air Group, Inc.
Media
media@mesa-air.com

Investor Relations
investor.relations@mesa-air.com

MESA AIR GROUP, INC.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share amounts) (Unaudited)

 Three months ended September 30, Nine months ended September 30,
  2025  2024   2025  2024 
Operating revenues:     
Contract revenue$65,968 $93,806  $204,331 $303,222 
Pass-through and other revenue 24,708  21,451   73,875  54,410 
Total operating revenues 90,676  115,257   278,206  357,632 
      
Operating expenses:     
Flight operations 35,656  37,870   108,404  132,654 
Maintenance 42,250  47,560   127,206  136,098 
Aircraft rent 396  3,501   1,818  6,593 
General and administrative 10,912  11,391   33,981  32,239 
Depreciation and amortization 2,262  7,195   11,594  26,748 
Asset impairment 7,326  22,786   53,447  33,325 
Loss on sale of assets      7,706   
Other operating expenses 1,051  1,987   626  4,392 
Total operating expenses 99,853  132,290   344,782  372,049 
Operating loss (9,177) (17,033)  (66,576) (14,417)
      
Other income (expense), net:     
Interest expense (2,829) (7,624)  (11,419) (27,296)
Interest income 69  23   167  54 
(Loss) gain on investments   1,578     8,032 
Unrealized loss on investments, net   (71)  (11) (8,595)
Gain on debt forgiveness        10,500 
Other income (expense), net 352  (1,397)  24,377  (1,788)
Total other income (expense), net (2,408) (7,491)  13,114  (19,093)
Income (loss) before taxes (11,585) (24,524)  (53,462) (33,510)
Income tax (benefit) expense 2,539  393   (1,564) (345)
Net income (loss)$(14,124)$(24,917) $(51,898)$(33,165)
      
Net income (loss) per share attributable to common shareholders     
Basic$(0.34)$(0.60) $(1.25)$(0.80)
Diluted$(0.34)$(0.60) $(1.25)$(0.80)
      
Weighted-average common shares outstanding     
Basic 41,873  41,322   41,551  41,203 
Diluted 41,873  41,322   41,551  41,203 
              

MESA AIR GROUP, INC.
Consolidated Balance Sheets
(In thousands) (Unaudited)

 September 30,
2025
 December 31,
2024
CURRENT ASSETS:   
Cash and cash equivalents$38,734  $39,980 
Restricted cash 3,046   3,004 
Receivables, net 20,353   5,250 
Expendable parts and supplies, net 16,629   29,172 
Assets held for sale 33,759   80,723 
Prepaid expenses and other current assets 2,105   2,577 
Total current assets 114,626   160,706 
    
Property and equipment, net 31,499   203,567 
Lease and equipment deposits 587   524 
Operating lease right-of-use assets 6,801   6,588 
Deferred tax asset 318    
Deferred heavy maintenance, net    5,351 
Other assets 5,102   6,829 
TOTAL ASSETS$158,933  $383,565 
    
     
    
CURRENT LIABILITIES:   
Current portion of long-term debt and finance leases$68,009  $143,275 
Current portion of deferred revenue 5,638   4,955 
Current maturities of operating leases 1,651   1,430 
Accounts payable 57,480   60,932 
Accrued compensation 10,487   6,705 
Other accrued expenses 26,690   35,444 
Total current liabilities 169,955   252,741 
    
NONCURRENT LIABILITIES:   
Long-term debt and finance leases, excluding current portion 27,012   83,786 
Noncurrent operating lease liabilities 6,427   6,484 
Deferred credits    2,036 
Deferred income taxes    2,937 
Deferred revenue, net of current portion 6,318   10,329 
Other noncurrent liabilities 1,859   26,675 
Total noncurrent liabilities 41,616   132,247 
Total liabilities 211,571   384,988 
    
STOCKHOLDERS’ EQUITY:   
Common stock of no par value and additional paid-in capital, 125,000,000 shares authorized; 41,879,859 (2025) and 41,331,719 (2024) shares issued and outstanding, 4,899,497 (2025) and 4,899,497 (2024) warrants issued and outstanding 273,340   272,655 
Accumulated deficit (325,978)  (274,078)
Total stockholders’ equity (52,638)  (1,423)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$158,933  $383,565 
        

MESA AIR GROUP, INC.
Operating Highlights
(Unaudited)

  Three months ended September 30,
  2025 2024 Change
Available seat miles (thousands) 1,019,679 947,328 7.6%
Block hours 43,117 42,495 1.5%
Average stage length (miles) 636 540 17.8%
Departures 21,604 23,529 (8.2)%
Passengers 1,316,088 1,435,580 (8.3)%
Controllable completion factor* 100.00% 99.88% 12 pts
Total completion factor** 98.85% 97.11% 174 pts
       

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

Reconciliation of non-GAAP financial measures

Although these financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), certain non-GAAP financial measures may provide investors with useful information regarding the underlying business trends and performance of Mesa’s ongoing operations and may be useful for period-over-period comparisons of such operations. The tables below reflect supplemental financial data and reconciliations to GAAP financial statements for the three months and nine months ended September 30, 2025 and September 30, 2024. Readers should consider these non-GAAP measures in addition to, not a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures exclude some, but not all items that may affect the Company’s net income or loss. Additionally, these calculations may not be comparable with similarly titled measures of other companies.

Reconciliation of GAAP versus non-GAAP Disclosures
(In thousands)
(Unaudited)

 Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
 Income (Loss) Before TaxesIncome Tax (Expense)
Benefit
Net Income (Loss)Net Income (Loss)
per Diluted Share
 Income
(Loss)
Before Taxes
Income
Tax (Expense)
Benefit
Net Income
(Loss)
Net Income (Loss)
per Diluted Share
GAAP income (loss)$(11,585)$(2,539)$(14,124)$(0.34) $(24,524)$(393)$(24,917)$(0.60)
Adjustments(1)(2)(3)(4) 9,861  2,161  12,022  0.29   24,444  392  24,836  0.60 
Adjusted income (loss) (1,724) (378) (2,102)$(0.05)  (80) (1) (81)$ 
          
Interest expense 2,829     7,624   
Interest income (69)     (23)   
Depreciation and
amortization
 2,262      7,195    
Adjusted EBITDA 3,298      14,716    
          
Aircraft rent 396      3,501    
Adjusted EBITDAR$3,694     $18,217    
              

(1) $1.6 million gain on the sale of investments in equity securities during the three months ended September 30, 2024.
(2) $1.9 million loss on the disposal of aircraft and engines during the three months ended September 30, 2024.
(3) $7.3 million and $22.8 million in asset impairment related to held for sale assets during the three months ended September 30, 2025 and September 30, 2024, respectively.
(4) $2.5 million and $1.2 million in third party costs associated with significant or non-recurring transactions during the three months ended September 30, 2025 and September 30, 2024, respectively.

    
 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
 Income (Loss) Before TaxesIncome Tax (Expense)
Benefit
Net Income (Loss)Net Loss
per Diluted Share
 Income
(Loss)
Before Taxes
Income
Tax (Expense)
Benefit
Net Income
(Loss)
Net Loss
per Diluted Share
GAAP income (loss)$(53,462)$1,564 $(51,898)$(1.25) $(33,510)$345 $(33,165)$(0.80)
Adjustments(1)(2)(3)(4)(5)(6)(7)(8)(9)
(10)(11)(12)
 48,234  (1,411) 46,823 $1.13   29,941  (308) 29,633 $0.72 
Adjusted income (loss) (5,228) 153  (5,075)$(0.12)  (3,569) 37  (3,532)$(0.08)
          
Interest expense 11,419      27,296    
Interest income (167)     (54)   
Depreciation and amortization 11,594      26,748    
Adjusted EBITDA 17,618      50,421    
          
Aircraft rent 1,818      6,593    
Adjusted EBITDAR$19,436     $57,014    
              

(1) $10.5 million gain on debt forgiveness during the nine months ended September 30, 2024.
(2) $1.7 million net loss on the disposal of assets during the nine months ended September 30, 2024.
(3) $8.0 million gain on the sale of investments in equity securities during the nine months ended September 30, 2024.
(4) $8.6 million loss resulting from changes in the fair value of the Company's investments in equity securities during the nine months ended September 30, 2024.
(5) $0.9 million loss for early payment fees on the retirement of debt during the nine months ended September 30, 2024.
(6) $53.4 million and $33.3 million impairment loss related to held for sale assets during the nine months ended September 30, 2025 and September 30, 2024, respectively.
(7) $8.7 million and $2.6 million in third party costs associated with significant or non-recurring transactions during the nine months ended September 30, 2025 and September 30, 2024, respectively.
(8) $1.3 million and $1.6 million loss on deferred financing costs related to the retirement of debts during the nine months ended September 30, 2025 and September 30, 2024, respectively.
(9) $1.5 million of write offs of uncollectable loans during the nine months ended September 30, 2025.
(10) $25.1 million gain on the write off of warrant liabilities during the nine months ended September 30, 2025.
(11) $7.7 million loss on the sale of assets during the nine months ended September 30, 2025.
(12) $0.7 million in miscellaneous costs associated with the sale of assets during the nine months ended September 30, 2025.

Source: Mesa Air Group, Inc.


REPUBLIC AIRWAYS HOLDINGS INC.
Operating Highlights
(Unaudited)

  Nine months ended September 30,
  2025 2024 % Variance
Aircraft committed to Republic’s Partners operations at period end(1) 246 236 4.2%
Block hours(2) 501,015 430,401 16.4
Departures 269,097 235,647 14.2
Average daily utilization of each aircraft (hours)(3) 9.6 8.3 15.7
Average length of aircraft haul (miles) 489 488 0.2
       

(1) Excludes two and one unallocated spare aircraft as of September 30, 2025 and 2024.
(2) Reflects hours of aircraft movement from gate to gate (including taxi time before takeoff and after landing) until the aircraft comes to rest at the next point of landing.
(3) Reflects average daily utilization in block hours (aircraft movement from gate to gate, including taxi time) for the greater of actual in-service scheduled aircraft or minimum contracted scheduled aircraft, if applicable.

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
As Of September 30, 2025 And December 31, 2024
(Unaudited)
(In millions, except share and per share amounts)

    
 September 30, 2025 December 31, 2024
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$98.0 $110.5
Marketable securities 172.0  191.5
Restricted cash 21.4  21.4
Receivables, net 15.3  9.8
Receivables—related parties 55.5  41.9
Inventories 66.9  63.0
Prepaid expenses and other current assets 15.4  15.2
Total current assets 444.5  453.3
    
Property and equipment, net 2,305.1  2,109.5
Operating lease right-of-use assets 112.1  122.9
Other non-current assets 44.5  47.1
Other non-current assets—related parties 30.3  35.0
TOTAL ASSETS$2,936.5 $2,767.8
    
LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY   
CURRENT LIABILITIES:   
Current portion of long-term debt and finance leases$215.7 $259.6
Current portion of operating lease liabilities 13.9  13.5
Accounts payable 40.7  37.2
Accrued liabilities 163.6  168.9
Accounts payable and accrued liabilities—related parties 24.0  9.9
Total current liabilities 457.9  489.1
    
Long-term debt and finance leases—less current portion 856.0  752.2
Operating lease liabilities—less current portion 107.1  117.6
Other non-current liabilities 43.9  44.8
Other non-current liabilities—related parties 55.8  41.8
Deferred income taxes 227.9  206.0
Total liabilities 1,748.6  1,651.5


COMMITMENTS AND CONTINGENCIES
   
    
MEZZANINE EQUITY:   
Restricted stock units, 74,169 authorized; 4,108 and 2,645 shares issued and outstanding, respectively 6.2  5.8


SHAREHOLDERS’ EQUITY:
   
Common stock, $0.001 par value; 1,025,831 shares authorized, and 1,000,000 shares issued and outstanding   
Additional paid-in capital 478.0  478.0
Accumulated earnings 703.7  632.5
Total shareholders’ equity 1,181.7  1,110.5
TOTAL LIABILITIES, MEZZANINE EQUITY,AND SHAREHOLDERS’ EQUITY$2,936.5 $2,767.8
      

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
For The Nine Months Ended September 30, 2025 And 2024
(Unaudited)
(In millions)

   Nine months ended September 30,
    2025  2024 
Revenues(1)  $1,212.4 $1,089.2 
     
Operating expenses:    
Wages and benefits   549.3  500.2 
Aircraft and engine rent     2.7 
Maintenance and repair   199.8  200.3 
Maintenance and repair—related parties   28.8  32.6 
Depreciation and amortization   93.2  87.3 
Other operating expense   206.2  162.2 
Other operating expense—related parties   0.9  1.9 
Total operating expenses   1,078.2  987.2 
Operating Income   134.2  102.0 
     
Other income (expense), net:    
Investment income and other, net   7.1  0.4 
Interest expense   (44.8) (43.7)
Total other income (expense), net   (37.7) (43.3)
Income before taxes   96.5  58.7 
Income tax expense   25.3  16.1 
Net income  $71.2 $42.6 
     

(1) Substantially all of the Company’s revenues are derived from related parties for the nine months ended September 30, 2025 and 2024.

Reconciliation of non-GAAP financial measure

Adjusted EBITDA is a financial performance measure that is not calculated in accordance with GAAP. This non-GAAP financial measure should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

(in millions)Nine Months Ended September 30,
(Unaudited) 2025  2024 
Net income$71.2 $42.6 
Plus:  
Interest expense 44.8  43.7 
Investment income and other, net (7.1) (0.4)
Income tax expense 25.3  16.1 
Depreciation and amortization 93.2  87.3 
Adjusted EBITDA$227.4 $189.3 

Source: Republic Airways Holdings Inc.

________________________

1 See Reconciliations of non-GAAP disclosures to the closest U.S. GAAP measures at the end of this press release. Also see the end of this press release for certain financial information as of and for the nine months ended September 30, 2025 for Republic.
2 Excludes cancellations due to weather and air traffic control.


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