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, 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
