e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period-ended March 31, 2006 |
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or |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-15495
Mesa Air Group, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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85-0302351 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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410 North 44th Street, Suite 700,
Phoenix, Arizona
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85008
(Zip code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code:
(602) 685-4000
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 last
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer þ Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act). Yes o No þ
On May 3, 2006, the registrant had outstanding
36,144,455 shares of Common Stock.
TABLE OF CONTENTS
INDEX
2
PART 1. FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
MESA AIR GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended | |
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Six Months Ended | |
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March 31, | |
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March 31, | |
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March 31, | |
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March 31, | |
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2006 | |
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2005 | |
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2006 | |
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2005 | |
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(Unaudited) | |
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(In thousands, except per share amounts) | |
Operating revenues:
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Passenger
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$ |
305,652 |
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$ |
255,530 |
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$ |
621,066 |
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$ |
511,917 |
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Freight and other
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6,412 |
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8,286 |
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14,615 |
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16,703 |
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Total operating revenues
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312,064 |
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263,816 |
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635,681 |
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528,620 |
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Operating expenses:
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Flight operations
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90,833 |
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79,115 |
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180,697 |
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158,339 |
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Fuel
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103,157 |
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65,194 |
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208,006 |
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132,308 |
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Maintenance
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47,606 |
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46,928 |
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103,144 |
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95,534 |
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Aircraft and traffic servicing
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18,310 |
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17,591 |
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34,520 |
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34,368 |
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Promotion and sales
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882 |
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815 |
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1,654 |
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2,160 |
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General and administrative
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14,515 |
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15,655 |
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32,906 |
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31,188 |
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Depreciation and amortization
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8,824 |
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10,113 |
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18,007 |
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19,286 |
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Impairment and restructuring charges (credits)
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(1,257 |
) |
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Total operating expenses
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284,127 |
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235,411 |
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578,934 |
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471,926 |
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Operating income
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27,937 |
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28,405 |
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56,747 |
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56,694 |
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Other income (expense):
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Interest expense
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(8,710 |
) |
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(10,194 |
) |
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(18,296 |
) |
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(18,935 |
) |
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Interest income
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2,600 |
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464 |
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5,598 |
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1,058 |
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Other income (expense)
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(13,229 |
) |
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(1,094 |
) |
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(14,326 |
) |
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1,255 |
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Total other income (expense)
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(19,339 |
) |
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(10,824 |
) |
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(27,024 |
) |
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(16,622 |
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Income before income taxes
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8,598 |
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17,581 |
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29,723 |
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40,072 |
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Income taxes
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3,310 |
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6,733 |
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11,443 |
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15,348 |
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Net income
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$ |
5,288 |
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$ |
10,848 |
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$ |
18,280 |
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$ |
24,724 |
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Income per common share:
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Basic
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$ |
0.15 |
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$ |
0.37 |
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$ |
0.58 |
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$ |
0.83 |
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Diluted
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$ |
0.14 |
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$ |
0.26 |
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$ |
0.48 |
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$ |
0.58 |
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See accompanying notes to condensed consolidated financial
statements.
3
MESA AIR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, | |
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September 30, | |
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2006 | |
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2005 | |
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(Unaudited) | |
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(In thousands, except share | |
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amounts) | |
ASSETS |
Current assets:
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Cash and cash equivalents
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$ |
103,281 |
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$ |
143,428 |
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Marketable securities
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167,474 |
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128,162 |
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Restricted cash
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11,672 |
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8,848 |
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Receivables, net
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27,132 |
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|
28,956 |
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Income tax receivable
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1,209 |
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|
704 |
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Expendable parts and supplies, net
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32,766 |
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36,288 |
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Prepaid expenses and other current assets
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106,736 |
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98,267 |
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Deferred income taxes
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7,036 |
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8,256 |
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Total current assets
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457,306 |
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452,909 |
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Property and equipment, net
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609,599 |
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642,914 |
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Lease and equipment deposits
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|
25,072 |
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25,428 |
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Other assets
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|
76,926 |
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46,420 |
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Total assets
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$ |
1,168,903 |
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$ |
1,167,671 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities:
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Current portion of long-term debt
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$ |
29,594 |
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$ |
27,787 |
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Short-term debt
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82,110 |
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54,594 |
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Accounts payable
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|
45,584 |
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|
52,608 |
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Air traffic liability
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|
2,088 |
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2,169 |
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Accrued compensation
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|
3,872 |
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3,829 |
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Deposit on pending sale of rotable spare parts
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22,750 |
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Rotable spare parts financing liability
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19,685 |
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Income taxes payable
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2,863 |
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Other accrued expenses
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|
32,411 |
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30,512 |
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Total current liabilities
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195,659 |
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216,797 |
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Long-term debt, excluding current portion
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556,482 |
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636,582 |
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Deferred credits
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100,504 |
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97,497 |
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Deferred income tax liability
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|
32,729 |
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25,684 |
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Other noncurrent liabilities
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16,282 |
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14,441 |
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Total liabilities
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901,656 |
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991,001 |
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Stockholders equity:
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Preferred stock of no par value, 2,000,000 shares
authorized; no shares issued and outstanding
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Common stock of no par value and additional paid-in capital,
75,000,000 shares authorized; 36,109,834 and
28,868,167 shares issued and outstanding, respectively
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168,425 |
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96,128 |
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Retained earnings
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|
98,822 |
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|
80,542 |
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Total stockholders equity
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267,247 |
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|
176,670 |
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Total liabilities and stockholders equity
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$ |
1,168,903 |
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$ |
1,167,671 |
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See accompanying notes to condensed consolidated financial
statements.
4
MESA AIR GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Six Months Ended | |
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| |
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March 31, | |
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March 31, | |
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|
2006 | |
|
2005 | |
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(Unaudited) | |
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(In thousands) | |
Cash Flows from Operating Activities:
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Net income
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$ |
18,280 |
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$ |
24,724 |
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Adjustments to reconcile net income to net cash flows provided
by (used in) operating activities:
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|
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|
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|
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Depreciation and amortization
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|
18,007 |
|
|
|
19,286 |
|
|
Impairment and restructuring charges (credits)
|
|
|
|
|
|
|
(1,257 |
) |
|
Deferred income taxes
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|
8,265 |
|
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|
14,905 |
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|
Unrealized (gain) loss on investment securities
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|
962 |
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|
198 |
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Amortization of deferred credits
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(5,688 |
) |
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(3,241 |
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Amortization of restricted stock awards
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|
589 |
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|
588 |
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Stock option expense
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|
1,450 |
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Excess tax benefit from stock compensation
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(2,609 |
) |
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Tax benefit-stock compensation
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|
57 |
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Provision for obsolete expendable parts and supplies
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(17 |
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|
600 |
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Provision for doubtful accounts
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|
540 |
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|
1,704 |
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Changes in assets and liabilities:
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Net (purchases) sales of investment securities
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(40,274 |
) |
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(65,049 |
) |
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Receivables
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|
8,496 |
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|
7,675 |
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Income tax receivables
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|
(505 |
) |
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(29 |
) |
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Expendable parts and supplies
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|
1,911 |
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|
|
2,133 |
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|
Prepaid expenses and other current assets
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|
(8,469 |
) |
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(15,119 |
) |
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Contract incentive payments
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(20,000 |
) |
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Accounts payable
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|
(7,025 |
) |
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|
2,058 |
|
|
|
Income taxes payable
|
|
|
(254 |
) |
|
|
(55 |
) |
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|
Other accrued liabilities
|
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|
3,530 |
|
|
|
1,899 |
|
|
|
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
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|
(22,811 |
) |
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(8,923 |
) |
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Cash Flows from Investing Activities:
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|
|
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|
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Capital expenditures
|
|
|
(9,164 |
) |
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|
(28,227 |
) |
Proceeds from sale of flight equipment
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|
16,034 |
|
|
|
|
|
Change in restricted cash
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|
(2,824 |
) |
|
|
(862 |
) |
Change in other assets
|
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|
1,147 |
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|
|
(2,688 |
) |
Net returns (payments) of lease and equipment deposits
|
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|
1,356 |
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|
(10,208 |
) |
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
|
|
6,549 |
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|
(41,985 |
) |
|
|
|
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|
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Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Principal payments on long-term debt
|
|
|
(16,015 |
) |
|
|
(12,942 |
) |
Proceeds from short-term debt
|
|
|
|
|
|
|
13,241 |
|
Proceeds from exercise of stock options and issuance of warrants
|
|
|
5,565 |
|
|
|
307 |
|
Proceeds (payments) on financing rotable inventory
|
|
|
(17,768 |
) |
|
|
|
|
Tax benefit-stock compensation
|
|
|
2,609 |
|
|
|
|
|
Common stock purchased and retired
|
|
|
(193 |
) |
|
|
(3,430 |
) |
Proceeds from receipt of deferred credits
|
|
|
1,917 |
|
|
|
2,198 |
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
(23,885 |
) |
|
|
(626 |
) |
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
(40,147 |
) |
|
|
(51,534 |
) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
143,428 |
|
|
|
173,110 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$ |
103,281 |
|
|
$ |
121,576 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized
|
|
$ |
19,310 |
|
|
$ |
17,192 |
|
|
Cash paid for income taxes, net
|
|
|
6,618 |
|
|
|
650 |
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Aircraft delivered under interim financing
|
|
$ |
27,516 |
|
|
$ |
160,883 |
|
|
Conversion of convertible debentures to common stock
|
|
|
62,278 |
|
|
|
|
|
|
Inventory and other credits received in conjunction with
aircraft financing
|
|
|
4,604 |
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
5
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
1. |
Business and Basis of Presentation |
The accompanying unaudited, condensed consolidated financial
statements of Mesa Air Group, Inc. (Mesa or the
Company) have been prepared in accordance with
accounting principles generally accepted in the United States of
America for interim financial information and with the
instructions to
Form 10-Q and
Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted
in the United States of America for a complete set of financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation of the results for the periods presented
have been made. Operating results for the three and six-month
periods ended March 31, 2006, are not necessarily
indicative of the results that may be expected for the fiscal
year ending September 30, 2006. These condensed
consolidated financial statements should be read in conjunction
with the Companys consolidated financial statements and
notes thereto included in the Companys annual report on
Form 10-K for the
fiscal year ended September 30, 2005.
The accompanying condensed consolidated financial statements
include the accounts of Mesa Air Group, Inc. and its
wholly-owned operating subsidiaries: Mesa Airlines, Inc.
(Mesa Airlines), a Nevada corporation and
certificated air carrier; Freedom Airlines, Inc.
(Freedom), a Nevada corporation and certificated air
carrier; Air Midwest, Inc. (Air Midwest), a Kansas
corporation and certificated air carrier; MPD, Inc.
(MPD), a Nevada corporation, doing business as Mesa
Pilot Development; Regional Aircraft Services, Inc.
(RAS) a Pennsylvania corporation; Mesa Leasing,
Inc., a Nevada corporation; Mesa Air Group Airline
Inventory Management, LLC (MAG-AIM), an Arizona
Limited Liability Company; Ritz Hotel Management Corp., a Nevada
Corporation; and MAGI Insurance, Ltd. (MAGI), a
Barbados, West Indies based captive insurance company. MPD, Inc.
provides pilot training in coordination with a community college
in Farmington, New Mexico and with Arizona State University in
Tempe, Arizona. RAS performs aircraft component repair and
overhaul services and ground handling services. MAGI is a
captive insurance company established for the purpose of
obtaining more favorable aircraft liability insurance rates. All
significant intercompany accounts and transactions have been
eliminated in consolidation. In addition, the Company has
announced that Mesa Airlines will begin providing inter-island
service in Hawaii as go! beginning in the third
quarter of fiscal 2006. This operation is referred to herein as
go!.
Statement of Financial Accounting Standard (SFAS)
No. 131, Disclosures about Segments of an Enterprise
and Related Information, requires disclosures related to
components of a company for which separate financial information
is available that is evaluated regularly by a companys
chief operating decision maker in deciding the allocation of
resources and assessing performance. The Company has three
airline operating subsidiaries, Mesa Airlines, Freedom Airlines
and Air Midwest, as well as various other subsidiaries organized
to provide support for the Companys airline operations. In
addition, Mesa Airlines plans to begin providing inter-island
service in Hawaii as go! beginning in the third
quarter of fiscal 2006. The Company has aggregated these
subsidiaries into three reportable segments: Mesa Airlines/
Freedom, Air Midwest/go! and Other. Mesa Airlines
and Freedom Airlines operate regional jets and Dash-8 aircraft
pursuant to revenue guarantee contracts. Air Midwest operates
the Companys Beech 1900 turboprop aircraft and go!
will operate regional jets, whereby the Company assumes
revenue risk. The Other reportable segment includes Mesa Air
Group (the holding company), RAS, MPD, MAG-AIM, MAGI, Mesa
Leasing, Inc. and Ritz Hotel Management Corp., all of which
support Mesas operating subsidiaries. In October 2004, the
Company transitioned certain of its regional jets from Freedom
into Mesa and transferred a B1900D aircraft from Air Midwest
into Freedom. As a result, Freedom was grouped with Air Midwest
in fiscal 2005 for segment purposes. In fiscal 2006, Freedom
began operating under a revenue-guarantee code-share agreement
with Delta utilizing ERJ145 aircraft that were transitioned from
Mesa Airlines. As such, the Company has aggregated Freedom with
Mesa Airlines beginning in the first quarter of fiscal 2006.
Operating revenues in the
6
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Other segment are primarily sales of rotable and expendable
parts to the Companys operating subsidiaries and ground
handling services performed by employees of RAS for Mesa
Airlines.
Mesa Airlines and Freedom Airlines provide passenger service
with regional jets under revenue-guarantee contracts with United
Airlines, Inc. (United), Delta Air Lines, Inc.
(Delta) and America West Airlines, Inc.
(America West), which currently operates as US
Airways and is referred to herein as US Airways. The
current US Airways is a result of a merger between America West
and US Airways, Inc. (Pre-Merger US Airways). Mesa
Airlines also provides passenger service with Dash-8 aircraft
under revenue-guarantee contracts with US Airways and United. As
of March 31, 2006, Mesa Airlines and Freedom Airlines
operated a fleet of 160 aircraft 108 CRJs, 36 ERJs
and 16 Dash-8s. Prior to operating ERJ 145 aircraft, Freedom
most recently operated Beechcraft 1900D under a pro-rate
agreement with US Airways.
Air Midwest provides passenger service with Beechcraft 1900D
aircraft under pro-rate contracts with US Airways and Midwest
Airlines, Inc. (Midwest Airlines) as well as
independent operations as Mesa Airlines. As of March 31,
2006, Air Midwest operated a fleet of 20 Beechcraft 1900D
turboprop aircraft.
The Other category consists of Mesa Air Group, RAS, MPD,
MAG-AIM, MAGI, Mesa Leasing, Inc. and Ritz Hotel Management
Corp. Mesa Air Group performs all administrative functions not
directly attributable to any specific operating company. These
administrative costs are allocated to the operating companies
based upon specific criteria including headcount, available seat
miles (ASMs) and other operating statistics.
MPD operates pilot training programs in conjunction with
San Juan College in Farmington, New Mexico and Arizona
State University in Tempe, Arizona. Graduates of these training
programs are eligible to be hired by the Companys
operating subsidiaries. RAS primarily supplies repair services
and ground handling services to the Companys operating
subsidiaries. MAGI is a captive insurance company located in
Barbados. MAG-AIM is the Companys inventory procurement
and sales company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Mesa/ | |
|
Air Midwest/ | |
|
|
|
|
|
|
March 31, 2006 (000s) |
|
Freedom | |
|
go! | |
|
Other | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
298,035 |
|
|
$ |
12,585 |
|
|
$ |
61,488 |
|
|
$ |
(60,044 |
) |
|
$ |
312,064 |
|
Depreciation and amortization
|
|
|
7,897 |
|
|
|
31 |
|
|
|
896 |
|
|
|
|
|
|
|
8,824 |
|
Operating income (loss)
|
|
|
25,942 |
|
|
|
(1,298 |
) |
|
|
11,504 |
|
|
|
(8,211 |
) |
|
|
27,937 |
|
Interest expense
|
|
|
(6,395 |
) |
|
|
|
|
|
|
(2,460 |
) |
|
|
145 |
|
|
|
(8,710 |
) |
Interest income
|
|
|
2,258 |
|
|
|
3 |
|
|
|
484 |
|
|
|
(145 |
) |
|
|
2,600 |
|
Income (loss) before income tax
|
|
|
21,441 |
|
|
|
(1,905 |
) |
|
|
(2,727 |
) |
|
|
(8,211 |
) |
|
|
8,598 |
|
Income tax (benefit)
|
|
|
8,233 |
|
|
|
(712 |
) |
|
|
(1,050 |
) |
|
|
(3,161 |
) |
|
|
3,310 |
|
Total assets
|
|
|
1,343,416 |
|
|
|
7,425 |
|
|
|
413,218 |
|
|
|
(595,156 |
) |
|
|
1,168,903 |
|
Capital expenditures (including non-cash)
|
|
|
2,409 |
|
|
|
7 |
|
|
|
3,672 |
|
|
|
|
|
|
|
6,088 |
|
7
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Air Midwest/ | |
|
|
|
|
|
|
March 31, 2005 (000s) |
|
Mesa | |
|
Freedom | |
|
Other | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
247,667 |
|
|
$ |
13,813 |
|
|
$ |
67,159 |
|
|
$ |
(64,823 |
) |
|
$ |
263,816 |
|
Depreciation and amortization
|
|
|
8,891 |
|
|
|
53 |
|
|
|
1,169 |
|
|
|
|
|
|
|
10,113 |
|
Operating income (loss)
|
|
|
32,640 |
|
|
|
(3,725 |
) |
|
|
9,082 |
|
|
|
(9,592 |
) |
|
|
28,405 |
|
Interest expense
|
|
|
(7,344 |
) |
|
|
|
|
|
|
(2,991 |
) |
|
|
141 |
|
|
|
(10,194 |
) |
Interest income
|
|
|
459 |
|
|
|
3 |
|
|
|
143 |
|
|
|
(141 |
) |
|
|
464 |
|
Income (loss) before income tax
|
|
|
23,620 |
|
|
|
(3,713 |
) |
|
|
7,266 |
|
|
|
(9,592 |
) |
|
|
17,581 |
|
Income tax (benefit)
|
|
|
9,046 |
|
|
|
(1,422 |
) |
|
|
2,783 |
|
|
|
(3,674 |
) |
|
|
6,733 |
|
Total assets
|
|
|
1,432,752 |
|
|
|
11,010 |
|
|
|
249,303 |
|
|
|
(381,845 |
) |
|
|
1,311,220 |
|
Capital expenditures (including non-cash)
|
|
|
124,830 |
|
|
|
|
|
|
|
16,729 |
|
|
|
|
|
|
|
141,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
Mesa/ | |
|
Air Midwest/ | |
|
|
|
|
|
|
March 31, 2006 (000s) |
|
Freedom | |
|
go! | |
|
Other | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
605,343 |
|
|
$ |
25,608 |
|
|
$ |
104,636 |
|
|
$ |
(99,906 |
) |
|
$ |
635,681 |
|
Depreciation and amortization
|
|
|
15,374 |
|
|
|
57 |
|
|
|
2,576 |
|
|
|
|
|
|
|
18,007 |
|
Operating income (loss)
|
|
|
56,778 |
|
|
|
(2,504 |
) |
|
|
16,123 |
|
|
|
(13,650 |
) |
|
|
56,747 |
|
Interest expense
|
|
|
(12,680 |
) |
|
|
|
|
|
|
(5,906 |
) |
|
|
290 |
|
|
|
(18,296 |
) |
Interest income
|
|
|
5,314 |
|
|
|
8 |
|
|
|
566 |
|
|
|
(290 |
) |
|
|
5,598 |
|
Income (loss) before income tax
|
|
|
48,524 |
|
|
|
(3,105 |
) |
|
|
(2,046 |
) |
|
|
(13,650 |
) |
|
|
29,723 |
|
Income tax (benefit)
|
|
|
18,682 |
|
|
|
(1,196 |
) |
|
|
(788 |
) |
|
|
(5,255 |
) |
|
|
11,443 |
|
Total assets
|
|
|
1,343,416 |
|
|
|
7,425 |
|
|
|
413,218 |
|
|
|
(595,156 |
) |
|
|
1,168,903 |
|
Capital expenditures (including non-cash)
|
|
|
31,463 |
|
|
|
15 |
|
|
|
5,202 |
|
|
|
|
|
|
|
36,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
Air Midwest/ | |
|
|
|
|
|
|
March 31, 2005 (000s) |
|
Mesa | |
|
Freedom | |
|
Other | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
488,477 |
|
|
$ |
35,611 |
|
|
$ |
147,624 |
|
|
$ |
(143,092 |
) |
|
$ |
528,620 |
|
Depreciation and amortization
|
|
|
17,066 |
|
|
|
126 |
|
|
|
2,094 |
|
|
|
|
|
|
|
19,286 |
|
Operating income (loss)
|
|
|
61,386 |
|
|
|
(5,164 |
) |
|
|
22,497 |
|
|
|
(22,025 |
) |
|
|
56,694 |
|
Interest expense
|
|
|
(13,467 |
) |
|
|
|
|
|
|
(5,753 |
) |
|
|
285 |
|
|
|
(18,935 |
) |
Interest income
|
|
|
1,045 |
|
|
|
5 |
|
|
|
293 |
|
|
|
(285 |
) |
|
|
1,058 |
|
Income (loss) before income tax
|
|
|
50,805 |
|
|
|
(5,178 |
) |
|
|
16,470 |
|
|
|
(22,025 |
) |
|
|
40,072 |
|
Income tax (benefit)
|
|
|
19,458 |
|
|
|
(1,984 |
) |
|
|
6,308 |
|
|
|
(8,434 |
) |
|
|
15,348 |
|
Total assets
|
|
|
1,432,752 |
|
|
|
11,010 |
|
|
|
249,303 |
|
|
|
(381,845 |
) |
|
|
1,311,220 |
|
Capital expenditures (including non-cash)
|
|
|
151,703 |
|
|
|
|
|
|
|
37,407 |
|
|
|
|
|
|
|
189,110 |
|
8
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company has a cash management program which provides for the
investment of excess cash balances primarily in short-term money
market instruments, US treasury securities, intermediate-term
debt instruments, and common equity securities of companies
operating in the airline industry.
SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities, requires that all
applicable investments be classified as trading securities,
available for sale securities or
held-to-maturity
securities. The Company currently has $167.5 million in
marketable securities that include US Treasury notes, government
bonds, corporate bonds and auction rate securities
(ARS). These investments are classified as trading
securities during the periods presented and accordingly, are
carried at market value with changes in value reflected in the
current period operations. Unrealized losses relating to trading
securities held at March 31, 2006 and September 30,
2005, were $0.9 million and $0.5 million, respectively.
The Company has determined that investments in auction rate
securities should be classified as short-term investments. ARS
generally have long-term maturities; however, these investments
have characteristics similar to short-term investments because
at predetermined intervals, generally every 28 days, there
is a new auction process. As such, the Company classifies ARS as
short-term investments. The balance of marketable securities at
March 31, 2006 and September 30, 2005 includes
investments in ARS of $47.7 million and $46.7 million,
respectively.
At March 31, 2006, the Company had $11.7 million in
restricted cash on deposit with two financial institutions. In
September 2004, the Company entered into an agreement with a
financial institution for a $9.0 million letter of credit
facility and to issue letters of credit for landing fees,
workers compensation insurance and other business needs.
Pursuant to the agreement, $6.7 million of outstanding
letters of credit at March 31, 2006 are collateralized by
amounts on deposit. The Company also maintains $5.0 million
on deposit with another financial institution to collateralize
its direct deposit payroll obligations.
The Company has code-share agreements with US Airways,
Pre-Merger US Airways, United, Delta and Midwest Airlines.
Approximately 99% of the Companys consolidated passenger
revenue for the three months ended March 31, 2006 was
derived from these agreements. Accounts receivable from the
Companys code-share partners were 44% and 35% of total
gross accounts receivable at March 31, 2006 and
September 30, 2005, respectively.
Pre-Merger US Airways filed for Chapter 11 bankruptcy
protection on September 12, 2004. As of March 31,
2006, Mesa operated 8 50-seat regional jet aircraft for US
Airways under a revenue-guarantee code-sharing agreement. As a
result of US Airways emergence from bankruptcy in
September 2005 and their non-assumption of the Companys
revenue-guarantee code-share agreement, the Company expanded its
regional jet revenue-guarantee code-share agreement with United
and entered into a new revenue-guarantee code-share agreement
with Delta. The Company is currently working to transition the
jets flown under the Pre-Merger US Airways code-share agreement
to United and Delta. As of May 8, 2006, the Company had
transitioned 54 of the 59 aircraft. The Company expects to
complete the transition of aircraft from US Airways during
the third quarter of fiscal year 2006. In addition, on
September 14, 2005, Delta Air Lines filed for
reorganization under Chapter 11 of the US Bankruptcy Code.
Delta has not yet assumed the code-share agreement with the
Company in its bankruptcy proceeding and could choose to
terminate our regional jet agreement or seek to renegotiate the
agreement on less favorable terms.
9
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In May 2005, the Company amended its code-sharing arrangement
with United to allow the Company to put up to an additional 30
50-seat regional jet aircraft into the United Express system.
The agreement with respect to the additional 30 50-seat regional
jet aircraft expires in April 2010. Additionally, the expiration
dates under the existing code-share agreement with respect to
certain aircraft were extended. The code-share agreement for
(i) the ten Dash-8 aircraft terminates in July 2013, and
United Airlines right to terminate earlier will not begin
until April 2010, (ii) the 15 50-seat CRJ-200s currently
terminates in April 2010, (iii) the 15 70-seat regional
jets (to be delivered upon the withdrawal of the 50-seat
regional jets) terminates on the earlier of ten years from
delivery date or October 2018 and (iv) the remaining 15
70-seat regional jets terminates in three tranches between
December 2011 and December 2013. In connection with the
amendment, the Company made three $10 million payments to
United as follows: i) $10 million in June 2005, ii)
$10 million in October 2005, and iii) $10 million in
November 2005. Amounts paid are recorded as a deferred charge
and included in other assets on the balance sheet. The deferred
charge is being amortized over the term of the code-share
agreement as a reduction of passenger revenue. Amortization of
$0.7 million and $1.5 million was recorded for the
three and six-month periods ended March 31, 2006,
respectively.
|
|
7. |
Sale Leaseback of Rotable Spare Parts |
In August 2005, the Company entered into a ten-year agreement
with AAR Corp. (the AAR Agreement), for the
management and repair of certain of the Companys CRJ-200,
- -700, -900 and ERJ-145 aircraft rotable spare parts inventory.
Under the agreement, the Company sold certain existing spare
parts inventory to AAR for $39.5 million in cash and
$21.5 million in notes receivable to be paid over four
years. The AAR agreement was contingent upon the Company
terminating an agreement for the Companys
CRJ-200 aircraft
rotable spare parts inventory with GE Capital Aviation Services
(GECAS) and including these rotables in the
arrangement. The Company terminated the GECAS agreement and
finalized the AAR agreement in November 2005. Upon entering into
the agreement, the Company received $22.8 million, which
was recorded as a deposit at September 30, 2005, pending
the termination of the GECAS agreement. Under the agreement, the
Company is required to pay AAR a monthly fee based upon flight
hours for access to and maintenance of the inventory. The
agreement also contains certain minimum monthly payments that
Mesa must make to AAR. Based on this arrangement, the Company
accounts for the transaction as an operating lease of rotable
equipment with AAR. At termination, the Company may elect to
purchase the covered inventory at fair value, but is not
contractually obligated to do so.
Deferred credits consist of aircraft purchase incentives
provided by the aircraft manufacturers and deferred gains on the
sale and leaseback of interim financed aircraft. These
incentives include credits that may be used to purchase spare
parts, pay for training expenses or reduce other aircraft
operating costs. These deferred credits and gains are amortized
on a straight-line basis as a reduction of lease expense over
the term of the respective leases.
The Company had three aircraft on interim financing with the
manufacturer at March 31, 2006. Under interim financing
arrangements, the Company takes delivery and title to the
aircraft prior to securing permanent financing and the
acquisition of the aircraft is accounted for as a purchase with
debt financing. Accordingly, the Company reflects the aircraft
and debt under interim financing on its balance sheet during the
interim financing period. After taking delivery of the aircraft,
it is the Companys intention to permanently finance the
aircraft as an operating lease through a sale and leaseback
transaction with an independent third-
10
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
party lessor. Upon permanent financing, the proceeds are used to
retire the notes payable to the manufacturer. Any gain
recognized on the sale and leaseback transaction is deferred and
amortized over the life of the lease.
At March 31, 2006 and September 30, 2005, the Company
had $82.1 million and $54.6 million, respectively, in
notes payable to an aircraft manufacturer for aircraft on
interim financing. These interim financings agreements typically
have an initial term of six months and provide for monthly
interest only payments at LIBOR plus three percent. The current
interim financing agreement with the manufacturer allows for the
Company to have a maximum of 15 aircraft on interim financing at
a given time. The Company is currently in negotiations to extend
the interim financing agreements that expired in the second
quarter of fiscal 2006.
|
|
10. |
Notes Payable and Long-Term Debt |
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
September 30, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Notes payable to bank, collateralized by the underlying
aircraft, due 2019
|
|
$ |
339,008 |
|
|
$ |
348,452 |
|
Senior convertible notes due June 2023
|
|
|
37,834 |
|
|
|
100,112 |
|
Senior convertible notes due February 2024
|
|
|
100,000 |
|
|
|
100,000 |
|
Notes payable to manufacturer, principal and interest due
monthly through 2011 at a current variable interest rate of
6.34%, collateralized by the underlying aircraft
|
|
|
82,410 |
|
|
|
87,947 |
|
Note payable to financial institution due 2013, principal and
interest due monthly at 7% per annum through 2008
converting to 12.5% thereafter, collateralized by the underlying
aircraft
|
|
|
23,577 |
|
|
|
24,181 |
|
Note payable to manufacturer, principal due semi-annually,
interest at 7% due quarterly through 2007
|
|
|
2,185 |
|
|
|
2,578 |
|
Mortgage note payable to bank, principal and interest at 7.5%
due monthly through 2009
|
|
|
902 |
|
|
|
923 |
|
Other
|
|
|
160 |
|
|
|
174 |
|
|
|
|
|
|
|
|
Total debt
|
|
|
586,076 |
|
|
|
664,369 |
|
Less current portion
|
|
|
(29,594 |
) |
|
|
(27,787 |
) |
|
|
|
|
|
|
|
Long-term debt
|
|
$ |
556,482 |
|
|
$ |
636,582 |
|
|
|
|
|
|
|
|
During the quarter ended March 31, 2006, holders of
$144.8 million in aggregate principal amount at maturity
($57.5 million carrying amount) of the Companys
Senior Convertible Notes due 2023 (the Notes)
converted Notes into shares of Mesa common stock. In connection
with the conversions during the quarter ended March 31,
2006, the Company issued an aggregate of 5,751,121 shares
of Mesa common stock and paid approximately $10.5 million
to these Noteholders. Amounts paid to Noteholders were recorded
as Other Expense in the Consolidated Statement of Income for the
quarter ended March 31, 2006. Under the terms of the Notes,
each $1,000 of aggregate principal amount at maturity of Notes
is convertible into 39.727 shares of Mesa common stock at
the option of the Noteholders under certain circumstances. The
shares of common stock issuable upon conversion of the Notes
have previously been included in the calculation of diluted
earnings per share. Consequently, issuance of the shares will
not be further dilutive to reported diluted earnings per share.
11
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company accounts for earnings per share in accordance with
SFAS No. 128, Earnings per Share. Basic
net income per share is computed by dividing net income by the
weighted average number of common shares outstanding during the
periods presented. Diluted net income per share reflects the
potential dilution that could occur if outstanding stock options
and warrants were exercised. In addition, dilutive convertible
securities are included in the denominator while interest on
convertible debt, net of tax, is added back to the numerator. A
reconciliation of the numerator and denominator used in
computing net income per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
|
(In thousands) | |
Share calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic
|
|
|
34,304 |
|
|
|
29,585 |
|
|
|
31,459 |
|
|
|
29,685 |
|
|
Effect of dilutive outstanding stock options and warrants
|
|
|
1,258 |
|
|
|
655 |
|
|
|
1,430 |
|
|
|
598 |
|
|
Effect of restricted stock
|
|
|
11 |
|
|
|
428 |
|
|
|
|
|
|
|
428 |
|
|
Effect of dilutive outstanding convertible debt
|
|
|
10,705 |
|
|
|
16,933 |
|
|
|
10,704 |
|
|
|
16,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares diluted
|
|
|
46,278 |
|
|
|
47,601 |
|
|
|
43,593 |
|
|
|
47,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
5,288 |
|
|
$ |
10,848 |
|
|
$ |
18,280 |
|
|
$ |
24,724 |
|
|
Interest expense on convertible debt, net of tax
|
|
|
1,018 |
|
|
|
1,524 |
|
|
|
2,533 |
|
|
|
3,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$ |
6,306 |
|
|
$ |
12,372 |
|
|
$ |
20,813 |
|
|
$ |
27,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase 183,200 and 2,248,406 shares of
common stock were outstanding during the quarters ended
March 31, 2006 and 2005, respectively, but were excluded
from the calculation of dilutive earnings per share because the
options exercise prices were greater than the average
market price of the common shares and, therefore, the effect
would have been antidilutive.
|
|
12. |
Stock Repurchase Program |
The Companys Board of Directors has authorized the Company
to purchase up to 19.4 million shares of the Companys
outstanding common stock, including 10 million shares
authorized in November 2005. As of March 31, 2006, the
Company has acquired and retired approximately 8.1 million
shares of its outstanding common stock at an aggregate cost of
approximately $48.0 million, leaving approximately
11.3 million shares available for purchase under existing
Board authorizations. Purchases are made at managements
discretion based on market conditions and the Companys
financial resources.
The Company did not repurchase any shares during the three
months ended March 31, 2006.
|
|
13. |
Beechcraft 1900D Cost Reductions |
On February 7, 2002, the Company entered into an agreement
with Raytheon Aircraft Credit Company (the Raytheon
Agreement) to reduce the operating costs of its Beechcraft
1900D fleet. In connection with the Raytheon Agreement and
subject to the terms and conditions contained therein, Raytheon
agreed to provide up to $5.5 million in annual operating
subsidy payments to the Company contingent upon satisfying
certain spending requirements and, among other things, the
Company remaining current on its payment obligations to
Raytheon. The amount was subsequently reduced to
$5.2 million as a result of reductions in the
12
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Companys fleet of B1900D aircraft. Approximately
$1.3 million was recorded as a reduction to expense during
the three months ended March 31, 2006 and 2005.
Approximately $2.6 million and $2.7 million was
recorded as a reduction to expense during the six months ended
March 31, 2006 and 2005, respectively.
In return, the Company granted Raytheon an option to purchase up
to 233,068 warrants at a purchase price of $1.50 per
warrant. Each warrant entitles the holder to purchase one share
of common stock at an exercise price of $10.00 per share.
At March 31, 2006, Raytheon was vested in and exercised its
option to purchase all 233,068 warrants.
Included in interest expense on the statements of income was
interest expense related to aircraft financing of
$7.1 million and $6.8 million for the three months
ended March 31, 2006 and 2005, respectively, and
$14.0 million and $12.7 million for the six months
ended March 31, 2006 and 2005, respectively.
|
|
15. |
Impairment of Long-Lived Assets |
The changes in the impairment and restructuring charges for the
periods ended March 31, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve | |
|
|
|
|
|
|
|
Reserve | |
|
|
|
|
|
Reserve | |
|
|
Oct. 1, | |
|
Reversal of | |
|
Non-Cash | |
|
Cash | |
|
Dec. 31, | |
|
Cash | |
|
Non-Cash | |
|
Mar. 31, | |
Description of Charge |
|
2004 | |
|
Charges | |
|
Utilized | |
|
Utilized | |
|
2004 | |
|
Utilized | |
|
Utilized | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Restructuring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs to return aircraft
|
|
$ |
(2,217 |
) |
|
$ |
1,187 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(1,030 |
) |
|
$ |
1,030 |
|
|
$ |
|
|
|
$ |
|
|
Aircraft lease payments
|
|
|
(450 |
) |
|
|
70 |
|
|
|
77 |
|
|
|
36 |
|
|
|
(267 |
) |
|
|
36 |
|
|
|
147 |
|
|
|
(84 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
(2,667 |
) |
|
$ |
1,257 |
|
|
$ |
77 |
|
|
$ |
36 |
|
|
$ |
(1,297 |
) |
|
$ |
1,066 |
|
|
$ |
147 |
|
|
$ |
(84 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve | |
|
|
|
Non- |
|
|
|
Reserve |
|
|
Oct. 1, | |
|
Reversal of |
|
Cash |
|
Cash | |
|
Dec. 31, |
Description of Charge |
|
2005 | |
|
Charges |
|
Utilized |
|
Utilized | |
|
2005 |
|
|
| |
|
|
|
|
|
| |
|
|
Restructuring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft lease payments
|
|
$ |
(12 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
12 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has stock option plans. Prior to
October 1, 2005, the Company accounted for these plans
under the recognition and measurement provisions of Accounting
Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related
interpretations, as permitted by SFAS No. 123,
Accounting for Stock-Based Compensation.
Effective October 1, 2005, the Company adopted the fair
value recognition provisions of SFAS No. 123(R),
Share-Based Payments, using the modified
prospective transition method: option awards granted, modified,
or settled after the date of adoption are required to be
measured and accounted for in accordance with SFAS 123(R).
Unvested equity-classified awards that were granted prior to the
effective date will continue to be accounted for in accordance
with SFAS 123, and compensation amounts for awards that
vest will now be recognized in the income statement as an
expense.
Stock-based compensation cost recognized in the quarter ended
March 31, 2006 includes: (a) compensation cost for all
share-based payments granted prior to October 1, 2005,
based on the grant date fair value estimated in accordance with
the original provisions of SFAS No. 123, and
(b) compensation cost for all share-based payments granted
subsequent to September 30, 2005, based on the grant-date
fair value estimated in accordance with the provisions of
SFAS No. 123(R).
13
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company estimates the fair value of stock awards issued
using the Black-Scholes option pricing model. Expected
volatilities are based on the historical volatility of the
Companys stock and other factors. The Company uses
historical data to estimate option exercises and employee
terminations within the valuation model. The expected term of
options granted is derived from historical exercise experience
and represents the period of time the Company expects options
granted to be outstanding. The risk-free rates for the periods
within the contractual life of the option are based on the
U.S. Treasury yield curve in effect at the time of the
grant. Option valuation models require the input of subjective
assumptions including the expected volatility and lives. Actual
values of grants could vary significantly from the results of
the calculations. There were no options granted during the
second quarter of fiscal 2006. The weighted average fair value
of options granted during the six months ended March 31,
2006 was $6.44. The following assumptions were used to value
stock option grants during the following period:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
March 31, 2006 | |
|
March 31, 2006 | |
|
|
| |
|
| |
Dividend yield
|
|
|
|
|
|
|
0.0 |
% |
Expected volatility
|
|
|
|
|
|
|
68.2 |
% |
Risk-free interest rate
|
|
|
|
|
|
|
4.47 |
% |
Forfeiture rate(1)
|
|
|
|
|
|
|
7.57 |
% |
Expected lives (in years)
|
|
|
|
|
|
|
6.1 |
|
|
|
(1) |
Prior to the adoption of SFAS No. 123(R), forfeitures
were recognized as they occurred. |
Compensation cost for options granted prior to October 1,
2005 was recognized on an accelerated amortization method over
the vesting period of the options. Compensation cost for options
granted after September 30, 2005 was recognized on a
straight-line basis over the vesting period. The following
amounts were recognized for stock-based compensation (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended | |
|
Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
|
(In thousands) | |
|
(In thousands) | |
General and administrative expenses:
|
|
|
|
|
|
|
|
|
Stock options expense
|
|
$ |
647 |
|
|
$ |
1,450 |
|
Restricted stock expense
|
|
|
294 |
|
|
|
589 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
941 |
|
|
$ |
2,039 |
|
|
|
|
|
|
|
|
Tax benefit
|
|
$ |
817 |
|
|
$ |
1,240 |
|
|
|
|
|
|
|
|
As of March 31, 2006, there was $1.8 million of total
unrecognized compensation cost related to stock options. This
cost is expected to be recognized over a weighted average period
of 0.9 years.
Prior to the adoption of SFAS No. 123(R), the Company
presented all tax benefits resulting from the exercise of stock
options as operating cash flows in the condensed consolidated
statement of cash flows. SFAS No. 123(R) requires cash
flows resulting from excess tax benefits to be classified as
financing cash flows. Excess tax benefits result from tax
deductions in excess of the compensation cost recognized for
those options.
Under the provisions of SFAS No. 123(R), the
recognition of deferred compensation, a contra-equity account
representing the amount of unrecognized restricted stock expense
is no longer required. Therefore, at October 1, 2005,
Unearned compensation on restricted stock was
combined with Common stock of no par value and additional
paid-in capital in the Companys condensed
consolidated balance sheet.
14
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company applied the provision of APB Opinion No. 25 and
related interpretations in accounting for its stock-based
compensation plans prior to October 1, 2005. Accordingly,
no compensation cost was recognized for awards made pursuant to
its stock option plans. Had the compensation cost for the
Companys stock-based compensation plans been determined
consistent with the measurement provision of
SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, the Companys
net income and net income per share would have been as indicated
by the pro forma amounts indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended | |
|
Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
|
(In thousands) | |
Net income as reported
|
|
$ |
10,848 |
|
|
$ |
24,724 |
|
Stock-based employee compensation cost, net of tax
|
|
|
(177 |
) |
|
|
(326 |
) |
|
|
|
|
|
|
|
|
Pro forma net income
|
|
|
10,671 |
|
|
|
24,398 |
|
Interest expense on convertible debt, net of tax
|
|
|
1,524 |
|
|
|
3,049 |
|
|
|
|
|
|
|
|
|
Adjusted pro forma net income
|
|
$ |
12,195 |
|
|
$ |
27,447 |
|
|
|
|
|
|
|
|
Net income per share Basic:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.37 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
Pro forma
|
|
$ |
0.36 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
Net income per share Diluted:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.26 |
|
|
$ |
0.58 |
|
|
|
|
|
|
|
|
|
Pro forma
|
|
$ |
0.26 |
|
|
$ |
0.58 |
|
|
|
|
|
|
|
|
A summary of award activity under the stock option plans as of
March 31, 2006 and changes during the three month period
are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
|
|
Exercise | |
|
|
Shares | |
|
Price | |
|
|
| |
|
| |
|
|
(000) | |
|
|
Outstanding at beginning of period
|
|
|
3,739 |
|
|
$ |
6.75 |
|
Granted
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(830 |
) |
|
|
5.33 |
|
Canceled/ Forfeited
|
|
|
(1 |
) |
|
|
12.21 |
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
2,908 |
|
|
$ |
7.16 |
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
1,852 |
|
|
$ |
7.25 |
|
|
|
|
|
|
|
|
The Company has 1,852,000 fully vested options outstanding as of
March 31, 2006, which have a weighted average exercise
price of $7.25, an aggregate intrinsic value of
$8.0 million and a weighted average remaining contractual
term of 4.6 years. The total intrinsic value of options
exercised during the quarters ended March 31, 2006 and 2005
was $3.1 million and less than $0.1 million,
respectively. The total intrinsic value of options exercised
during the six-month periods ended March 31, 2006 and 2005
was $3.6 million and $0.2 million, respectively.
15
MESA AIR GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of the activity for nonvested share awards as of
March 31, 2006 and changes during the three month period
are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
Shares | |
|
Exercise | |
|
|
(000) | |
|
Price | |
|
|
| |
|
| |
Nonvested at beginning of period
|
|
|
1,175 |
|
|
$ |
7.17 |
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(119 |
) |
|
|
7.09 |
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at end of period
|
|
|
1,056 |
|
|
$ |
7.00 |
|
|
|
|
|
|
|
|
|
|
17. |
Commitments and Contingencies |
In May 2001, the Company entered into an agreement with
Bombardier Regional Aircraft Division (BRAD) under
which the Company has an option to acquire 80 CRJ-700 and
CRJ-900 regional jets. In January 2004, the Company converted
options on 20 CRJ-900 aircraft to firm orders (seven of which
can be converted to CRJ-700s). As of March 31, 2006, the
Company has taken delivery of 13 CRJ-900 aircraft under the
converted options. In conjunction with this purchase agreement,
Mesa had $16.0 million on deposit with BRAD that was
included in lease and equipment deposits at March 31, 2006.
The BRAD deposits are expected to be returned upon completion of
permanent financing on each of the last five aircraft on order
($3.0 million per aircraft) and $1.0 million at the
Companys option.
In February 2006, Hawaiian Airlines, Inc. (Hawaiian)
filed a complaint against the Company in the United States
Bankruptcy Court for the District of Hawaii alleging that Mesa
breached the terms of a Confidentiality Agreement entered into
in February 2004 with the Trustee in Hawaiians bankruptcy
proceedings. The complaint alleges, among other things, that
Mesa breached the Confidentiality Agreement by (a) using
the evaluation material to obtain a competitive advantage over
Hawaiian, through the development and implementation of a
business plan to compete with Hawaiian in the inter-island
market, and (b) failing to return or destroy any evaluation
materials after being notified by Hawaiian on or about
May 12, 2004 that Mesa had not been selected as a potential
investor for a transaction with Hawaiian. Hawaiian, in its
complaint, seeks unspecified damages, an injunction requiring
Mesa to turn over to Hawaiian any evaluation material in
Mesas possession, custody or control, and an injunction
preventing Mesa from providing
inter-island
transportation services in the State of Hawaii for a period of
two years from the date of such injunctive relief.
Mesa vigorously denies Hawaiians allegations and requests
for relief contained in its complaint. In addition to filing
pleadings to move Hawaiians lawsuit from the United States
Bankruptcy Court for the District of Hawaii to the United States
District Court for the District of Hawaii, Mesa has filed a
counterclaim against Hawaiian alleging that Hawaiians
lawsuit against Mesa is itself an anticompetitive act designed
to prevent Mesa from entering the Hawaiian inter-island market,
in violation of the Sherman Anti-trust Act. Mesas
counterclaim alleges that Hawaiian has intentionally interfered
with Mesas prospective economic advantage and has
committed unfair trade practices. While the Company believes
resolution of this matter will not have a material adverse
impact on its financial condition or results of operations, the
litigation and claims noted above are subject to inherent
uncertainties and the Companys view of such matters may
change in the future.
The Company is involved in various other legal proceedings and
FAA civil action proceedings that the Company does not believe
will have a material adverse effect upon the Companys
business, financial condition or results of operations, although
no assurance can be given to the ultimate outcome of any such
proceedings.
16
Item 1.A. Risk Factors.
In addition to the other information set forth in this report,
you should carefully consider the factors discussed in
Part 1, Item 1A. Risk Factors in our
Annual Report on
Form 10-K for the
year ended September 30, 2005, and Part I,
Item 1A. Risk Factors in our Quarterly Report
on Form 10-Q for
the quarter ended December 31, 2005, which could materially
affect our business, financial condition or future results. We
caution the reader that these risk factors may not be
exhaustive. We operate in a continually changing business
environment and new risk factors emerge from time to time.
Management cannot predict such new risk factors, nor can we
assess the impact, if any, of such new risk factors, nor can we
assess the impact, if any, of such new risk factors on our
business or to the extent to which any factor or combination of
factors may impact our business. As a result of litigation
relating to our Hawaiian operations, we may face additional risk
factors, including the one identified below. All of these
factors, in addition to the information discussed elsewhere
herein, should be carefully considered in evaluating us and our
business:
|
|
|
If we become involved in any material litigation or any
existing litigation is concluded in a manner adverse to us, our
earnings may decline. |
We are, from time to time, subject to various legal proceedings
and claims, either asserted or unasserted. Any such claims,
whether with or without merit, could be time-consuming and
expensive to defend and could divert managements attention
and resources. There can be no assurance regarding the outcome
of current or future litigation.
On or about February 13, 2006, Hawaiian Airlines, Inc.
(Hawaiian) filed a complaint against us in the
United States Bankruptcy Court for the District of Hawaii
alleging that we breached the terms of a Confidentiality
Agreement entered into in February 2004 with the Trustee in
Hawaiians bankruptcy proceedings. The complaint alleges,
among other things, that we breached the Confidentiality
Agreement. Hawaiian, in its complaint, seeks unspecified
damages, an injunction requiring Mesa to turn over to Hawaiian
any evaluation material in Mesas possession, custody or
control, and an injunction preventing Mesa from providing
inter-island transportation services in the State of Hawaii for
a period of two years from the date of such injunctive relief.
Mesa vigorously denies Hawaiians allegations and requests
for relief contained in its complaint. In addition to filing
pleadings to move Hawaiians lawsuit from the United States
Bankruptcy Court for the District of Hawaii to the United States
District Court for the District of Hawaii, Mesa has filed a
counterclaim against Hawaiian alleging that Hawaiians
lawsuit against Mesa is itself an anticompetitive act designed
to prevent mesa from entering the Hawaiian inter-island market,
in violation of the Sherman Anti-Trust Act. Mesas
counterclaim alleges that Hawaiian has intentionally interfered
with Mesas prospective economic advantage and has
committed unfair trade practices. While we believe resolution of
this matter will not have a material adverse impact on our
financial condition or results of operations, the litigation and
claims noted above are subject to inherent uncertainties and our
view of such matters may change in the future.
If, as a result of this litigation, we are unable to
successfully launch or profitably operate our planned Hawaiian
airline services, out business and operations could be
negatively impacted.
|
|
|
We may be unable to successfully launch or profitably
operate our planned Hawaiian airline service, which could
negatively impact our business and operations. |
We have announced plans to commence an independent inter-island
Hawaiian airline operation named go! with service
expected to begin June 9, 2006. Launching service in Hawaii
will require ongoing investment of working capital by Mesa,
significant management attention and focus, regulatory approval
by state and federal regulators, location of suitable facilities
and may involve a partnership or venture with financial
investors.
We have not had operations in Hawaii prior to this planned
launch and we may be unable to begin service when planned. If we
are unable to begin service when planned or are unable to begin
service at all, our operations may be negatively impacted.
Additionally, given the costs and risks associated with
operating an
17
independent low fare regional jet airline, once service begins
we may be unable to operate the Hawaiian airline profitably,
which would negatively impact our business, financial condition
and results of operations.
In addition, our results under our revenue-guarantee contracts
offer no meaningful guidance with respect to our future
performance running an independent airline because we have not
previously operated as an independent regional jet carrier in
Hawaii. We will be operating under a new brand that will
initially have limited market recognition. Future performance
will depend on a number of factors, including our ability to:
|
|
|
|
|
establish a brand that is attractive to our target customers; |
|
|
|
maintain adequate controls over our expenses; |
|
|
|
monitor and manage operational and financial risks; |
|
|
|
secure favorable terms with airports, suppliers and other
contractors; |
|
|
|
maintain the safety and security of our operations; |
|
|
|
attract, retain and motivate qualified personnel; and |
|
|
|
react to responses from competitors who are more established in
the Hawaiian markets. |
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations. |
The following discussion and analysis provides information which
management believes is relevant to an assessment and
understanding of the Companys results of operations and
financial condition. The discussion should be read in
conjunction with the Consolidated Financial Statements and the
related notes thereto, and the Selected Financial Data and
Operating Data contained elsewhere herein.
Forward-Looking Statements
This Quarterly Report on
Form 10-Q contains
certain statements including, but not limited to, information
regarding the replacement, deployment, and acquisition of
certain numbers and types of aircraft, and projected expenses
associated therewith; costs of compliance with Federal Aviation
Administration regulations and other rules and acts of Congress;
the passing of taxes, fuel costs, inflation, and various
expenses to the consumer; the relocation of certain operations
of Mesa; the resolution of litigation in a favorable manner and
certain projected financial obligations. These statements, in
addition to statements made in conjunction with the words
expect, anticipate, intend,
plan, believe, seek,
estimate, and similar expressions, are
forward-looking statements within the meaning of the Safe Harbor
provision of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These statements relate to future
events or the future financial performance of Mesa and only
reflect managements expectations and estimates. The
following is a list of factors, among others, that could cause
actual results to differ materially from the forward-looking
statements: changing business conditions in certain market
segments and industries; changes in Mesas code-sharing
relationships; the inability of US Airways, Delta Air Lines or
United Airlines to pay their obligations under the code-share
agreements; the ability of Delta Air Lines to reject our
code-share agreements in bankruptcy; the inability to transition
the planes we currently fly under our code-share agreement with
Pre-Merger US Airways without undue cost and expense; an
increase in competition along the routes Mesa operates or plans
to operate; difficulties or delays in connection with launching
our new Hawaiian operations; material delays in completion by
the manufacturer of the ordered and
yet-to-be delivered
aircraft; availability and cost of funds for financing new
aircraft; changes in general economic conditions; changes in
fuel prices; changes in regional economic conditions; changes in
Mesas relationship with employees and the terms of future
collective bargaining agreements; the impact of current and
future laws; additional terrorist attacks; Congressional
investigations, and governmental regulations affecting the
airline industry and Mesas operations; bureaucratic
delays; amendments to existing legislation; consumers unwilling
to incur greater costs for flights; unfavorable resolution of
negotiations with municipalities for the leasing of facilities;
and risks associated with the outcome of litigation. One or more
of these or other factors may cause Mesas
18
actual results to differ materially from any forward-looking
statement. Mesa is not undertaking any obligation to update any
forward-looking statements contained in this
Form 10-Q.
All references to we, our,
us, or Mesa refer to Mesa Air Group,
Inc. and its predecessors, direct and indirect subsidiaries and
affiliates.
Investors should read the risks identified under
Item 1.A. Risk Factors above for a
more detailed discussion of these and other factors.
GENERAL
Mesa is a holding company whose principle subsidiaries operate
as regional air carriers providing scheduled passenger and
airfreight service. As of March 31, 2006, we served
172 cities in 45 states, the District of Columbia,
Canada and Mexico and operated a fleet of 180 aircraft with
approximately 1,050 daily departures.
Approximately 99% of our consolidated passenger revenues for the
quarter ended March 31, 2006 were derived from operations
associated with code-share agreements. Our subsidiaries have
code-share agreements with United Airlines, Delta Air Lines and
Midwest Airlines, America West Airlines, Inc. (America
West, which currently operates as US Airways and is
referred to herein as US Airways). The current US
Airways is the result of a merger between America West and US
Airways, Inc. (Pre-Merger US Airways). Our remaining
passenger revenues are derived from our independent operations.
In the second quarter of fiscal 2006, approximately 97% of our
passenger revenue was associated with revenue-guarantee flying.
The US Airways (regional jet and Dash-8), Pre-Merger US Airways
(regional jet), United (regional jet and Dash-8), and Delta
(regional jet) code-share agreements are revenue-guarantee
flying agreements. Under the terms of these flying agreements,
the major carrier controls marketing, scheduling, ticketing,
pricing and seat inventories. Our role is simply to operate our
fleet in the safest and most reliable manner in exchange for
fees paid under a generally fixed payment schedule. We receive a
guaranteed payment based upon a fixed minimum monthly amount
plus amounts related to departures and block hours flown in
addition to direct reimbursement of expenses such as fuel,
landing fees and insurance. We are also eligible to receive
additional compensation based upon our performance under certain
of our revenue-guarantee contracts. Among other advantages,
revenue-guarantee arrangements reduce our exposure to
fluctuations in passenger traffic and fare levels, as well as
fuel prices. In the second quarter of fiscal 2006, approximately
97% of our fuel purchases were reimbursed under revenue
guarantee code-share agreements.
In the second quarter of fiscal 2006, approximately 3% of our
passenger revenue was associated with pro-rate and independent
flying. The US Airways (Beechcraft 1900D turboprop) and Midwest
Airlines code-share agreements are pro-rate agreements, for
which we received an allocated portion of each passengers
fare and we pay all of the costs of transporting the passenger.
In addition to carrying passengers, we carry freight and express
packages on our passenger flights and have interline small cargo
freight agreements with many other carriers. We also have
contracts with the U.S. Postal Service for carriage of mail
to the cities we serve and occasionally operate charter flights
when our aircraft are not otherwise used for scheduled service.
In March 2006, we announced an expansion of flying for Delta Air
Lines. Under this new agreement Freedom Airlines, a wholly owned
subsidiary of Mesa Air Group, will fly twelve, 37-seat,
De Havilland Dash 8 aircraft in support of Deltas
expanding operations at its New York-JFK hub. The term of the
new agreement is three years. The aircraft will be operated
under a capacity purchase arrangement similar to Mesas
existing Delta Connection agreement under which Freedom Airlines
flies 50-seat
19
regional jets. The Dash 8s covered under this agreement will be
incremental to the 16 Dash 8 aircraft currently operated by Mesa
Air Group.
In addition, we have announced that Mesa Airlines plans to begin
providing inter-island service in Hawaii as go!
beginning in the third quarter of fiscal 2006. Service
will initially be provided with five CRJ-200 aircraft. These
aircraft are incremental to our current fleet.
Also in the second quarter of fiscal 2006, we returned one
CRJ-100 aircraft to the lessor, decreasing our regional jet
fleet to 144 regional jets at March 31, 2006.
Freedom commenced operations with Delta in October 2005 and is
contracted to operate 30 50-seat regional jet aircraft on routes
throughout Deltas network. However, Delta has not yet
assumed our code-share agreement in its bankruptcy proceedings
and could choose to terminate our agreement at any time prior to
its emergence from bankruptcy. The Company currently operates 20
ERJ-145 regional aircraft in revenue service for Delta.
In May 2005, we amended our code-sharing arrangement with United
to allow us to put up to an additional 30 50-seat regional jet
aircraft into the United Express system and extend the
expiration dates under the existing code-share agreement with
respect to certain aircraft. In connection with the amendment,
we made $20 million in payments to United in the first
quarter of fiscal 2006. We currently operate 70 aircraft in
revenue service for United.
As of March 31, 2006, we had transitioned 51 of the 59 (54
of the 59 as of May 8, 2006) 50-seat regional jets out of
Pre-Merger US Airways operations and into operations with Delta
and United. We are currently on schedule to complete the
transition in the third quarter of fiscal 2006.
|
|
|
Summary of Financial Results |
Mesa Air Group recorded consolidated net income of
$5.3 million in the second quarter of fiscal 2006,
representing diluted earnings per share of $0.14. This compares
to consolidated net income of $10.8 million or
$0.26 per share in the second quarter of fiscal 2005.
The following tables set forth quarterly comparisons for the
periods indicated below:
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
March 31, 2006 | |
|
March 31, 2005 | |
|
March 31, 2006 | |
|
March 31, 2005 | |
|
|
| |
|
| |
|
| |
|
| |
Passengers
|
|
|
3,441,501 |
|
|
|
2,992,045 |
|
|
|
6,930,917 |
|
|
|
6,074,655 |
|
Available seat miles (000s)
|
|
|
2,185,602 |
|
|
|
2,024,091 |
|
|
|
4,493,686 |
|
|
|
4,010,548 |
|
Revenue passenger miles (000s)
|
|
|
1,599,381 |
|
|
|
1,394,156 |
|
|
|
3,254,882 |
|
|
|
2,813,634 |
|
Load factor
|
|
|
73.2 |
% |
|
|
68.9 |
% |
|
|
72.4 |
% |
|
|
70.2 |
% |
Yield per revenue passenger mile (cents)
|
|
|
19.5 |
|
|
|
18.9 |
|
|
|
19.5 |
|
|
|
18.8 |
|
Revenue per available seat mile (cents)
|
|
|
14.3 |
|
|
|
13.0 |
|
|
|
14.1 |
|
|
|
13.2 |
|
Operating cost per available seat mile (cents)
|
|
|
13.0 |
|
|
|
11.6 |
|
|
|
12.9 |
|
|
|
11.8 |
|
Operating cost per available seat mile, excluding fuel (cents)
|
|
|
8.3 |
|
|
|
8.4 |
|
|
|
8.3 |
|
|
|
8.5 |
|
Average stage length (miles)
|
|
|
403 |
|
|
|
384 |
|
|
|
405 |
|
|
|
379 |
|
Number of operating aircraft in fleet
|
|
|
180 |
|
|
|
178 |
|
|
|
180 |
|
|
|
178 |
|
Gallons of fuel consumed
|
|
|
50,359,903 |
|
|
|
47,115,949 |
|
|
|
101,713,317 |
|
|
|
95,148,102 |
|
Block hours flown
|
|
|
135,408 |
|
|
|
136,310 |
|
|
|
277,599 |
|
|
|
275,758 |
|
Departures
|
|
|
91,533 |
|
|
|
93,320 |
|
|
|
186,964 |
|
|
|
190,080 |
|
20
CONSOLIDATED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
March 31, 2006 | |
|
March 31, 2005 | |
|
March 31, 2006 | |
|
March 31, 2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
Costs per | |
|
% of Total | |
|
Costs per | |
|
% of Total | |
|
Costs per | |
|
% of Total | |
|
Costs per | |
|
% of Total | |
|
|
ASM (cents) | |
|
Revenues | |
|
ASM (cents) | |
|
Revenues | |
|
ASM (cents) | |
|
Revenues | |
|
ASM (cents) | |
|
Revenues | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Flight operations
|
|
|
4.2 |
|
|
|
29.1 |
% |
|
|
3.9 |
|
|
|
30.0 |
% |
|
|
4.0 |
|
|
|
28.4 |
% |
|
|
3.9 |
|
|
|
30.0 |
% |
Fuel
|
|
|
4.7 |
|
|
|
33.1 |
% |
|
|
3.2 |
|
|
|
24.7 |
% |
|
|
4.6 |
|
|
|
32.7 |
% |
|
|
3.3 |
|
|
|
25.0 |
% |
Maintenance
|
|
|
2.2 |
|
|
|
15.3 |
% |
|
|
2.3 |
|
|
|
17.8 |
% |
|
|
2.3 |
|
|
|
16.2 |
% |
|
|
2.4 |
|
|
|
18.1 |
% |
Aircraft and traffic servicing
|
|
|
0.8 |
|
|
|
5.9 |
% |
|
|
0.9 |
|
|
|
6.7 |
% |
|
|
0.8 |
|
|
|
5.4 |
% |
|
|
0.9 |
|
|
|
6.5 |
% |
Promotion and sales
|
|
|
0.0 |
|
|
|
0.3 |
% |
|
|
0.1 |
|
|
|
0.3 |
% |
|
|
0.0 |
|
|
|
0.3 |
% |
|
|
0.1 |
|
|
|
0.4 |
% |
General and administrative
|
|
|
0.7 |
|
|
|
4.7 |
% |
|
|
0.8 |
|
|
|
5.9 |
% |
|
|
0.7 |
|
|
|
5.2 |
% |
|
|
0.8 |
|
|
|
5.9 |
% |
Depreciation and amortization
|
|
|
0.4 |
|
|
|
2.8 |
% |
|
|
0.5 |
|
|
|
3.8 |
% |
|
|
0.4 |
|
|
|
2.8 |
% |
|
|
0.5 |
|
|
|
3.6 |
% |
Impairment and restructuring charges (credits)
|
|
|
0.0 |
|
|
|
0.0 |
% |
|
|
0.0 |
|
|
|
0.0 |
% |
|
|
0.0 |
|
|
|
0.0 |
% |
|
|
(0.1 |
) |
|
|
(0.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
13.0 |
|
|
|
91.0 |
% |
|
|
11.6 |
|
|
|
89.2 |
% |
|
|
12.9 |
|
|
|
91.1 |
% |
|
|
11.8 |
|
|
|
89.3 |
% |
Interest expense
|
|
|
0.4 |
|
|
|
2.8 |
% |
|
|
0.5 |
|
|
|
3.9 |
% |
|
|
0.4 |
|
|
|
2.9 |
% |
|
|
0.5 |
|
|
|
2.7 |
% |
Note: numbers in table may not recalculate due to rounding
FINANCIAL DATA BY OPERATING SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2006 (000s) | |
|
|
| |
|
|
|
|
Air Midwest | |
|
|
|
|
Mesa/Freedom | |
|
/go! | |
|
Other | |
|
Elimination | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
298,035 |
|
|
$ |
12,585 |
|
|
$ |
61,488 |
|
|
$ |
(60,044 |
) |
|
$ |
312,064 |
|
Total operating expenses
|
|
|
272,093 |
|
|
|
13,883 |
|
|
|
49,984 |
|
|
|
(51,833 |
) |
|
|
284,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
25,942 |
|
|
|
(1,298 |
) |
|
|
11,504 |
|
|
|
(8,211 |
) |
|
|
27,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2005 (000s) | |
|
|
| |
|
|
|
|
Air Midwest | |
|
|
|
|
Mesa | |
|
/Freedom | |
|
Other | |
|
Elimination | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
247,667 |
|
|
$ |
13,813 |
|
|
$ |
67,159 |
|
|
$ |
(64,823 |
) |
|
$ |
263,816 |
|
Total operating expenses
|
|
|
215,027 |
|
|
|
17,538 |
|
|
|
58,077 |
|
|
|
(55,231 |
) |
|
|
235,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
32,640 |
|
|
|
(3,725 |
) |
|
|
9,082 |
|
|
|
(9,592 |
) |
|
|
28,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2006 (000s) | |
|
|
| |
|
|
|
|
Air Midwest | |
|
|
|
|
Mesa/Freedom | |
|
/go! | |
|
Other | |
|
Elimination | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
605,343 |
|
|
$ |
25,608 |
|
|
$ |
104,636 |
|
|
$ |
(99,906 |
) |
|
$ |
635,681 |
|
Total operating expenses
|
|
|
548,565 |
|
|
|
28,112 |
|
|
|
88,513 |
|
|
|
(86,256 |
) |
|
|
578,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
56,778 |
|
|
|
(2,504 |
) |
|
|
16,123 |
|
|
|
(13,650 |
) |
|
|
56,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2005 (000s) | |
|
|
| |
|
|
|
|
Air Midwest | |
|
|
|
|
Mesa | |
|
/Freedom | |
|
Other | |
|
Elimination | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total operating revenues
|
|
$ |
488,477 |
|
|
$ |
35,611 |
|
|
$ |
147,624 |
|
|
$ |
(143,092 |
) |
|
$ |
528,620 |
|
Total operating expenses
|
|
|
427,091 |
|
|
|
40,775 |
|
|
|
125,127 |
|
|
|
(121,067 |
) |
|
|
471,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
61,386 |
|
|
|
(5,164 |
) |
|
|
22,497 |
|
|
|
(22,025 |
) |
|
|
56,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recent Developments
During the quarter ended March 31, 2006, holders of
$144.8 million in aggregate principal amount due at
maturity ($57.5 million carrying amount) of our Senior
Convertible Notes due 2023 (the Notes) converted
Notes into shares of the Companys common stock. As a
result of these conversions, the Company issued
5,751,121 shares of common stock to holders of Notes during
the quarter ended March 31, 2006. The shares of common
stock issuable upon conversion of the Notes have previously been
included in the calculation of diluted earnings per share.
Consequently, issuance of the shares will not be further
dilutive to reported diluted earnings per share.
RESULTS OF OPERATIONS
|
|
|
For the three months ended March 31, 2006 versus the
three months ended March 31, 2005 |
In the quarter ended March 31, 2006, operating revenue
increased by $48.3 million, or 18.3%, from
$263.8 million in the quarter ended March 31, 2005 to
$312.1 million in the quarter ended March 31, 2006.
The increase in revenue is primarily attributable to a
$38.4 million increase in fuel reimbursements by our
code-share partners and a $11.9 million increase in revenue
associated with the operation of 8 additional regional jets
flown by Mesa/ Freedom compared to the quarter ended
March 31, 2005. This increase was partially offset by a net
decrease in revenue of approximately $1.2 million at Air
Midwest. The decrease in revenue at Air Midwest was primarily
comprised of a $0.2 million decrease in passenger revenue
and a $1.0 million decrease in Essential Air Program
subsidies. The decrease in passenger revenue was due to reduced
Beechcraft 1900D capacity from 26 as of March 31, 2005 to
20 as of March 31, 2006 as a result of leasing these
aircraft to other carriers.
In the quarter ended March 31, 2006, flight operations
expense increased $11.7 million, or 14.8%, to
$90.8 million from $79.1 million for the quarter ended
March 31, 2005. On an ASM basis, flight operations expense
increased 7.7% to 4.2 cents per ASM in the quarter ended
March 31, 2006 from 3.9 cents per ASM in the quarter ended
March 31, 2005. At Mesa/ Freedom, flight operations expense
increased $14.4 million primarily due to a
$8.8 million increase in aircraft lease costs as a result
of permanently financing 15 CRJ-900 aircraft as operating leases
in the fourth quarter of fiscal 2005 and a $3.6 million
increase in pilot and flight attendant wages due to the
additional regional jets in service and training costs
associated with the transition of aircraft from US Airways to
Delta. These costs were partially offset by reduced flight
operations expense in the other segment of $2.0 million,
which was primarily due to increased amortization of deferred
credits, which reduced flight operations expense. The decrease
on an ASM basis is due to the addition of larger regional jets
at Mesa over the past year and the reduction in turboprop
aircraft at Air Midwest.
In the quarter ended March 31, 2006, fuel expense increased
$38.0 million, or 58.2%, to $103.2 million from
$65.2 million for the quarter ended March 31, 2005. On
an ASM basis, fuel expense increased 46.9% to
22
4.7 cents per ASM in the quarter ended March 31, 2006 from
3.2 cents per ASM in the quarter ended March 31, 2005.
Into-plane fuel cost in the second quarter increased 50% from
$1.37 per gallon in the second quarter of fiscal 2005 to
$2.05 per gallon in the second quarter of fiscal 2006,
resulting in a $32.2 million unfavorable price variance.
Consumption increased 6% in the current quarter resulting in an
$5.8 million unfavorable volume variance (excluding fuel
used in other operations). In the quarter ended March 31,
2006, approximately 97% of our fuel costs were reimbursed by our
code-share partners.
In the quarter ended March 31, 2006, maintenance expense
increased $0.7 million, or 1.4%, to $47.6 million from
$46.9 million for the quarter ended March 31, 2005. On
an ASM basis, maintenance expense decreased 4.3% to 2.2 cents
per ASM in the quarter ended March 31, 2006 from 2.3 cents
per ASM in the quarters ended March 31, 2005. Mesa/
Freedoms maintenance expense increased $4.5 million
primarily as a result of increases in the number of aircraft in
their fleet, repair costs on certain rotable parts, headcount
and engine overhaul expenses. The increase was offset by a
$2.1 million decrease at Air Midwest as a result of
increased maintenance in the second quarter of fiscal 2005
incurred to prepare aircraft for lease; and a $1.8 million
decrease in maintenance expense in the Other Segment primarily
as a result of reduced engine overhaul expenses in the quarter.
|
|
|
Aircraft and Traffic Servicing |
In the quarter ended March 31, 2006, aircraft and traffic
servicing expense increased by $0.7 million, or 4.1%, to
$18.3 million from $17.6 million for the quarter ended
March 31, 2005. On an ASM basis, aircraft and traffic
servicing expense decreased 11.1% to 0.8 cents per ASM in the
quarter ended March 31, 2006 from 0.9 cents per ASM in the
quarter ended March 31, 2005. At Mesa/ Freedom, aircraft
and traffic servicing increased $1.2 million, primarily as
a result of a $1.1 million increase in landing fees. The
increase at Mesa/ Freedom was offset by a $0.8 million
decrease at Air Midwest, primarily a result of reductions in
capacity and cities served.
In the quarter ended March 31, 2006, promotion and sales
expense increased by $0.1 million, or 8.2%, to
$0.9 million from $0.8 million for the quarter ended
March 31, 2005. On an ASM basis, promotion and sales
expense now equates to less than $0.1 cent. The decrease in
expense is due to a decline in booking and franchise fees paid
by Air Midwest under our pro-rate agreements with our code-share
partners caused by a decline in passengers carried under these
agreements as a result of capacity reductions. We do not pay
these fees under our regional jet revenue-guarantee contracts.
|
|
|
General and Administrative |
In the quarter ended March 31, 2006, general and
administrative expense decreased $1.2 million, or 7.3%, to
$14.5 million from $15.7 million for the quarter ended
March 31, 2005. On an ASM basis, general and administrative
expense decreased 12.5% to 0.7 cents per ASM in quarter ended
March 31, 2006 from 0.8 cents per ASM in the quarter ended
March 31, 2005. The net decrease was primarily due to a
$1.3 million decrease in workers compensation expense as a
result of establishing reserves in the prior year, a
$1.3 million reduction in Sarbanes Oxley related consulting
fees and a $0.4 million reduction in bad debt expense.
These increases were offset by a $0.8 million increase in
property tax expense due to increases in our fleet of jet
aircraft and a $0.6 million increase in stock option
expense as a result of the adoption of FASB 123(R).
|
|
|
Depreciation and Amortization |
In the quarter ended March 31, 2006, depreciation and
amortization expense decreased $1.3 million, or 12.7%, to
$8.8 million from $10.1 million for the quarter ended
March 31, 2005. On an ASM basis, depreciation expense
decreased 20% to 0.4 cents per ASM in the quarter ended
March 31, 2006 from 0.5 cents per ASM in the quarter ended
March 31, 2005. The decrease is primarily due to a
$1.0 million reduction in
23
depreciation expense at Mesa/ Freedom as a result of permanently
financing 15 CRJ-900 aircraft as operating leases in the fourth
quarter of fiscal 2005 and a $0.3 million reduction in
depreciation expense in the other segment as a result of the
sale of rotable inventory to AAR in the first quarter of fiscal
2006.
In the quarter ended March 31, 2006, interest expense
decreased $1.5 million, or 14.6%, to $8.7 million from
$10.2 million for the quarter ended March 31, 2005. On
an ASM basis, interest expense decreased 20% to 0.4 cents per
ASM in the quarter ended March 31, 2006 from 0.5 cents per
ASM in the quarter ended March 31, 2005. The decrease in
interest expense is primarily due to a $0.8 million
reduction in convertible debt interest expense as a result of
the conversion from debt to equity, a $0.5 million
reduction in interest expense related to aircraft financing as a
result of permanently financing 15 CRJ-900 aircraft with
operating leases in the fourth quarter of fiscal 2005 and a
$0.3 million reduction in interest expense related to the
financing of rotable inventory that was retired in the first
quarter of fiscal 2006.
In the quarter ended March 31, 2006, interest income
increased $2.1 million to $2.6 million from
$0.5 million for the quarter ended March 31, 2005. The
increase is due to the mix of securities between debt and equity
and increases in the rates of return on our portfolio of
marketable securities.
In the quarter ended March 31, 2006, other income (expense)
increased $12.1 million from $1.1 million for the
quarter ended March 31, 2005 to $13.2 million for the
quarter ended March 31, 2006. In the quarter ended
March 31, 2006, other income (expense) is primarily
comprised of $12.2 million of debt conversion costs and
$0.7 million in unrealized losses on investment securities.
In the quarter ended March 31, 2005, other income (expense)
is primarily comprised of an investment loss of
$2.7 million related to our portfolio of aviation related
securities and $1.0 million in income from a settlement of
a dispute with a vendor.
In the quarter ended March 31, 2006, income tax expense
decreased $3.4 million, or 50.8%, to $3.3 million from
$6.7 million for the quarter ended March 31, 2005. The
effective tax rate increased from 38.3% for the quarter ended
March 31, 2005 to 38.5% for the quarter ended
March 31, 2006 mainly as a result of increased flying in
states with higher tax rates.
|
|
|
For the six months ended March 31, 2006 versus the
six months ended March 31, 2005 |
In the six months ended March 31, 2006, operating revenue
increased by $107.1 million, or 20.3%, from
$528.6 million in the six months ended March 31, 2005
to $635.7 million in the six months ended March 31,
2006. The increase in revenue is primarily attributable to a
$80.0 million increase in fuel reimbursements by our
code-share partners and a $36.8 million increase in revenue
associated with the operation of 8 additional regional jets
flown by Mesa/ Freedom compared to the six months ended
March 31, 2005. This increase was partially offset by a net
decrease in revenue of approximately $10.0 million at Air
Midwest. The decrease in revenue at Air Midwest was primarily
comprised of a $7.7 million decrease in passenger revenue
and a $2.3 million decrease in Essential Air Program
subsidies. The decrease in passenger revenue was due to reduced
Beechcraft 1900D capacity from 26 as of March 31, 2005 to
20 as of March 31, 2006 as a result of leasing these
aircraft to other carriers.
24
In the six months ended March 31, 2006, flight operations
expense increased $22.4 million, or 14.1%, to
$180.7 million from $158.3 million for the six months
ended March 31, 2005. On an ASM basis, flight operations
expense increased 2.6% to 4.0 cents per ASM in the six months
ended March 31, 2006 from 3.9 cents per ASM in the six
months ended March 31, 2005. At Mesa/ Freedom, flight
operations expense increased $27.0 million primarily due to
a $18.2 million increase in aircraft lease costs as a
result of permanently financing 15 CRJ-900 aircraft as operating
leases in the fourth quarter of fiscal 2005, a $5.6 million
increase in pilot and flight attendant wages due to the
additional regional jets in service and training costs
associated with the transition of aircraft from US Airways to
Delta and a $1.1 million increase in lodging costs
associated with relocating crews to new domiciles. These costs
were partially offset by reduced flight operations expense at
Air Midwest of $0.9 million, which was primarily comprised
of decreased wages and training costs of $1.2 million and
reduced flight operations expense in the other segment of
$1.6 million, which was primarily comprised of increased
amortization of deferred credits, which reduced flight
operations expense. The decrease on an ASM basis is due to the
addition of larger regional jets at Mesa over the past year and
the reduction in turboprop aircraft at Air Midwest.
In the six months ended March 31, 2006, fuel expense
increased $75.7 million, or 57.2%, to $208.0 million
from $132.3 million for the six months ended March 31,
2005. On an ASM basis, fuel expense increased 39.4% to 4.6 cents
per ASM in the six months ended March 31, 2006 from 3.3
cents per ASM in the six months ended March 31, 2005.
Into-plane fuel cost in the six months ended March 31, 2006
increased 48% from $1.38 per gallon in the six months ended
March 31, 2005 to $2.04 per gallon in the six months
ended March 31, 2006, resulting in a $62.8 million
unfavorable price variance. Consumption increased 7% in the six
months ended March 31, 2006 resulting in a
$13.4 million unfavorable volume variance (excluding fuel
used in other operations). In the six months ended
March 31, 2006, approximately 97% of our fuel costs were
reimbursed by our code-share partners.
In the six months ended March 31, 2006, maintenance expense
increased $7.6 million, or 8.0%, to $103.1 million
from $95.5 million for the six months ended March 31,
2005. On an ASM basis, maintenance expense decreased 4.2% to 2.3
cents per ASM in the six months ended March 31, 2006 from
2.4 cents per ASM in the six months ended March 31, 2005.
Mesa/ Freedoms maintenance expense increased
$12.3 million primarily as a result of increases in the
number of aircraft in their fleet, repair costs on certain
rotable parts, headcount and engine overhaul expenses. The
increase was offset by a $5.0 million decrease at Air
Midwest as a result of increased maintenance in fiscal 2005
incurred to prepare aircraft for lease.
|
|
|
Aircraft and Traffic Servicing |
In the six months ended March 31, 2006, aircraft and
traffic servicing expense increased by $0.1 million, or
0.4%, to $34.5 million from $34.4 million for the six
months ended March 31, 2005. On an ASM basis, aircraft and
traffic servicing expense decreased 11.1% to 0.8 cents per ASM
in the six months ended March 31, 2006 from 0.9 cents per
ASM in the six months ended March 31, 2005. At Mesa/
Freedom, aircraft and traffic servicing increased
$1.9 million, primarily as a result of a $1.0 million
increase in landing fees and a $0.9 million increase in TSA
security costs. The increase at Mesa/ Freedom was offset by a
$1.8 million decrease at Air Midwest, primarily a result of
reductions in capacity and cities served.
In the six months ended March 31, 2006, promotion and sales
expense decreased by $0.5 million, or 23.4%, to
$1.7 million from $2.2 million for the six months
ended March 31, 2005. On an ASM basis, promotion and sales
expense now equates to less than $0.1 cent. The decrease in
expense is due to a decline in
25
booking and franchise fees paid by Air Midwest under our
pro-rate agreements with our code-share partners caused by a
decline in passengers carried under these agreements as a result
of capacity reductions. We do not pay these fees under our
regional jet revenue-guarantee contracts.
|
|
|
General and Administrative |
In the six months ended March 31, 2006, general and
administrative expense increased $1.7 million, or 5.5%, to
$32.9 million from $31.2 million for the six months
ended March 31, 2005. On an ASM basis, general and
administrative expense decreased 12.5% to 0.7 cents per ASM in
six months ended March 31, 2006 from 0.8 cents per ASM in
the six months ended March 31, 2005. The net increase was
primarily due to a $2.2 million increase in property tax
expense due to increases in the Companys fleet of jet
aircraft, a $1.4 million increase in stock option expense
as a result of the adoption of FASB 123(R) and a
$0.7 million increase in workers compensation expense.
These increases were offset by a $1.1 million reduction in
Sarbanes Oxley related consulting fees and a $1.2 million
reduction in bad debt expense.
|
|
|
Depreciation and Amortization |
In the six months ended March 31, 2006, depreciation and
amortization expense decreased $1.3 million, or 6.6%, to
$18.0 million from $19.3 million for the six months
ended March 31, 2005. On an ASM basis, depreciation expense
decreased 20% to 0.4 cents per ASM in the six months ended
March 31, 2006 from 0.5 cents per ASM in the six months
ended March 31, 2005. The decrease was primarily due to a
$1.7 million reduction in depreciation expense at Mesa/
Freedom as a result of permanently financing 15 CRJ-900 aircraft
as operating leases in the fourth quarter of fiscal 2005; which
was partially offset by a $0.6 million increase in
depreciation expense on various aircraft enhancements performed
since March of 2005.
|
|
|
Impairment and Restructuring Charges (Credits) |
In the six months ended March 31, 2005, we reversed
$1.3 million in reserves for lease and lease return costs
related to two Shorts 360 aircraft that we returned to the
lessor in January 2005.
In the six months ended March 31, 2006, interest expense
decreased $0.6 million, or 3.4%, to $18.3 million from
$18.9 million for the six months ended March 31, 2005.
On an ASM basis, interest expense decreased 20% to 0.4 cents per
ASM in the six months ended March 31, 2006 from 0.5 cents
per ASM in the six months ended March 31, 2005. The
decrease in interest expense is primarily due to a
$0.9 million reduction in convertible debt interest expense
as a result of the conversion from debt to equity, a
$0.4 million reduction in interest expense related to the
financing of rotable inventory that was retired in the first
quarter of fiscal 2006. These decreases were partially offset by
a $0.5 million increase in interest on aircraft financing
as a result of increases in variable interest rates and a net
$0.2 million increase in interest expense on CRJ900 debt
which was comprised of a $2.9 million increase in interest
expense as a result of increases in variable interest rates and
a $2.7 million decrease in interest expense due to
permanently financing these aircraft with operating leases in
September 2005.
In the six months ended March 31, 2006, interest income
increased $4.5 million to $5.6 million from
$1.1 million for the six months ended March 31, 2005.
The increase is due to the mix of securities between debt and
equity and increases in the rates of return on our portfolio of
marketable securities.
In the six months ended March 31, 2006, other income
(expense) decreased $15.6 million from income of
$1.3 million for the six months ended March 31, 2005
to an expense of $14.3 million for the six months ended
March 31, 2006. In the six months ended March 31,
2006, other income (expense) is primarily comprised of
$13.1 million of debt conversion costs and
$1.0 million in losses on investment securities.
26
In the six months ended March 31, 2005, other income
(expense) is primarily comprised of investment income of
$2.1 million related to our portfolio of aviation related
securities, $2.4 million in insurance proceeds on the
Companys EMB120 aircraft and $1.0 million in income
from a settlement of a dispute with a vendor, offset by
$4.1 million in lease return costs on the EMB120s.
In the six months ended March 31, 2006, income tax expense
decreased $3.9 million, or 25.4%, to $11.4 million
from $15.3 million for the six months ended March 31,
2005. The effective tax rate increased from 38.3% for the six
months ended March 31, 2005 to 38.5% for the six months
ended March 31, 2006 mainly as a result of increased flying
in states with higher tax rates.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2006, we had cash, cash equivalents, and
marketable securities (including restricted cash) of
$282.4 million, compared to $280.4 million at
September 30, 2005. Our cash and cash equivalents and
marketable securities are intended to be used for working
capital, capital expenditures, acquisitions, and to fund our
obligations with respect to regional jet deliveries.
Sources of cash included $16.5 million provided from
operations (excluding purchases and losses on securities),
$15.8 million from the sale and leaseback of rotable parts
and $5.6 million from exercise of stock options.
Uses of cash included $17.8 million to retire our financing
obligation for rotable spare parts, principal payments of
$16.0 million and capital expenditures of $9.2 million
attributable to the expansion of our regional jet fleet and
related provisioning of rotable inventory to support the
additional jets.
As of March 31, 2006, we had receivables of approximately
$27.1 million (net of an allowance for doubtful accounts of
$9.4 million), compared to receivables of approximately
$29.0 million (net of an allowance for doubtful accounts of
$8.9 million) as of September 30, 2005. The amounts
due consist primarily of receivables due from our code-share
partners, subsidy payments due from Raytheon, Federal excise tax
refunds on fuel, insurance proceeds, proceeds from the sale of
inventory, manufacturers credits and passenger ticket
receivables due through the Airline Clearing House. Accounts
receivable from our code-share partners was 44% of total gross
accounts receivable at March 31, 2006.
|
|
|
Code-Share Partners in Bankruptcy |
On September 14, 2005, Delta Air Lines filed for
reorganization under Chapter 11 of the US Bankruptcy Code.
Delta has not yet assumed our code-share agreement in its
bankruptcy proceeding and could choose to seek to renegotiate
the agreement on terms less favorable to us or terminate this
agreement. As of the date of this report, we believe that there
is a reasonable likelihood that Delta will assume our code-share
agreement in such proceedings. This belief is based primarily on
the continued expansion of the aircraft we fly under our
agreement with Delta and our current business relations with
them. Notwithstanding this belief, no assurance can be given
that Delta will assume our code-share agreement or otherwise not
seek to renegotiate the terms of the agreement. If Delta and the
Company did renegotiate the terms of the existing agreement, our
profitability would be impacted and liquidity would be reduced.
If Delta rejected our code-share agreement in its bankruptcy
proceedings, we would seek to mitigate the effect of such event
by seeking alternative code-share partners, subleasing the
aircraft to another carrier or carriers or parking the aircraft.
These options could have a material adverse effect on our
liquidity, financial condition and results of operations.
We have significant long-term lease obligations primarily
relating to our aircraft fleet. These leases are classified as
operating leases and are therefore excluded from our
consolidated balance sheets. At March 31,
27
2006, we leased 141 aircraft with remaining lease terms ranging
from one to 18 years. Future minimum lease payments due
under all long-term operating leases were approximately
$2.4 billion at March 31, 2006.
|
|
|
3.625% Senior Convertible Notes due 2024 |
In February 2004, we completed the private placement of senior
convertible notes due 2024, which resulted in gross proceeds of
$100.0 million ($97.0 million net). Cash interest is
payable on the notes at the rate of 2.115% per year on the
aggregate amount due at maturity, payable semiannually in
arrears on February 10 and August 10 of each year, beginning
August 10, 2004, until February 10, 2009. After that
date, we will not pay cash interest on the notes prior to
maturity, and the notes will begin accruing original issue
discount at a rate of 3.625% until maturity. On
February 10, 2024, the maturity date of the notes, the
principal amount of each note will be $1,000. The aggregate
amount due at maturity, including interest accrued from
February 10, 2009, will be $171.4 million. Each of our
wholly owned domestic subsidiaries guarantees the notes on an
unsecured senior basis. The notes and the note guarantees are
senior unsecured obligations and rank equally with our existing
and future senior unsecured indebtedness. The notes and the note
guarantees are junior to the secured obligations of our wholly
owned subsidiaries to the extent of the collateral pledged.
The notes are convertible into shares of our common stock at a
conversion rate of 40.3737 shares per $1,000 in principal
amount at maturity of the notes. This conversion rate is subject
to adjustment in certain circumstances. Holders of the notes may
convert their notes only if: (i) after March 31, 2004,
the sale price of our common stock exceeds 110% of the accreted
conversion price for at least 20 trading days in the
30 consecutive trading days ending on the last trading day
of the preceding quarter; (ii) on or prior to
February 10, 2019, the trading price for the notes falls
below certain thresholds; (iii) the notes have been called
for redemption; or (iv) specified corporate transactions
occur. We may redeem the notes, in whole or in part, beginning
on February 10, 2009, at a redemption price equal to the
issue price, plus accrued original issue discount, plus any
accrued and unpaid cash interest. The holders of the notes may
require us to repurchase the notes on February 10, 2009 at
a price of $583.40 per note plus accrued and unpaid cash
interest, if any, on February 10, 2014 at a price of
$698.20 per note plus accrued and unpaid cash interest, if
any, and on February 10, 2019 at a price of
$835.58 per note plus accrued and unpaid cash interest, if
any.
|
|
|
6.25% Senior Convertible Notes Due 2023 |
In June 2003, we completed the private placement of senior
convertible notes due 2023, which resulted in gross proceeds of
$100.1 million ($96.9 million net). Cash interest is
payable on the notes at the rate of 2.4829% per year on the
aggregate amount due at maturity, payable semiannually in
arrears on June 16 and December 16 of each year, beginning
December 16, 2003, until June 16, 2008. After that
date, we will not pay cash interest on the notes prior to
maturity, and the notes will begin accruing original issue
discount at a rate of 6.25% until maturity. On June 16,
2023, the maturity date of the notes, the principal amount of
each note will be $1,000. The aggregate amount due at maturity,
including interest accrued from June 16, 2008, will be
$252 million. Each of our wholly owned domestic
subsidiaries guarantees the notes on an unsecured senior basis.
The notes and the note guarantees are senior unsecured
obligations and rank equally with our existing and future senior
unsecured indebtedness. The notes and the note guarantees are
junior to the secured obligations of our wholly owned
subsidiaries to the extent of the collateral pledged.
The notes are convertible into shares of our common stock at a
conversion rate of 39.727 shares per $1,000 in principal
amount at maturity of the notes. This conversion rate is subject
to adjustment in certain circumstances. Holders of the notes may
convert their notes only if: (i) the sale price of our
common stock exceeds 110% of the accreted conversion price for
at least 20 trading days in the 30 consecutive trading days
ending on the last trading day of the preceding quarter;
(ii) prior to June 16, 2018, the trading price for the
notes falls below certain thresholds; (iii) the notes have
been called for redemption; or (iv) specified corporate
transactions occur. The Company may redeem the notes, in whole
or in part, beginning on June 16, 2008, at a redemption
price equal to the issue price, plus accrued original issue
discount, plus any accrued and unpaid cash interest. The holders
of the notes may require the Company to repurchase the notes on
June 16, 2008 at a price of $397.27 per note plus
accrued and unpaid cash interest, if any, on June 16, 2013
at a price of
28
$540.41 per note plus accrued and unpaid cash interest, if
any, and on June 16, 2018 at a price of $735.13 per
note plus accrued and unpaid cash interest, if any.
During the quarter ended March 31, 2006, holders of
$144.8 million in aggregate principal amount at maturity
($57.5 million carrying amount) of our 2023 notes converted
into shares of Mesa common stock. In connection with the
conversions during the quarter ended March 31, 2006, we
issued an aggregate of 5,751,121 shares of Mesa common
stock and paid approximately $10.5 million to these
noteholders. Under the terms of the notes, each $1,000 of
aggregate principal amount at maturity of notes is convertible
into 39.727 shares of Mesa common stock at the option of
the noteholders under certain circumstances. The aggregate
outstanding principal amount of the notes at maturity prior to
these conversions was $240 million. The shares of common
stock issuable upon conversion of the notes have previously been
included in the calculation of diluted earnings per share.
Consequently, issuance of the shares will not be further
dilutive to reported diluted earnings per share.
|
|
|
Interim and Permanent Aircraft Financing
Arrangements |
We had three aircraft on interim financing with the manufacturer
at March 31, 2006. Under interim financing arrangements, we
take delivery and title to the aircraft prior to securing
permanent financing and the acquisition of the aircraft is
accounted for as a purchase with debt financing. Accordingly, we
reflect the aircraft and debt under interim financing on our
balance sheet during the interim financing period. After taking
delivery of the aircraft, it is our intention to permanently
finance the aircraft as an operating lease through a sale and
leaseback transaction with an independent third-party lessor.
Upon permanent financing, the proceeds are used to retire the
notes payable to the manufacturer. Any gain recognized on the
sale and leaseback transaction is deferred and amortized over
the life of the lease.
At March 31, 2006 and September 30, 2005, the Company
had $82.1 million and $54.6 million, respectively, in
notes payable to an aircraft manufacturer for aircraft on
interim financing. These interim financings agreements are six
months in length and provide for monthly interest only payments
at LIBOR plus three percent. The current interim financing
agreement with the manufacturer provides for us to have a
maximum of 15 aircraft on interim financing at a given time. We
are currently in negotiations to extend the interim financing
agreements that expired in the second quarter of fiscal 2006.
|
|
|
Other Indebtedness and Obligations |
In October 2004, we permanently financed five CRJ-900 aircraft
with $118.0 million in debt. The debt bears interest at the
monthly LIBOR plus three percent and requires monthly principal
and interest payments.
In January and March 2004, we permanently financed five CRJ-700
and six CRJ-900 aircraft with $254.7 million in debt. The
debt bears interest at the monthly LIBOR plus three percent and
requires monthly principal and interest payments.
In December 2003, we assumed $24.1 million of debt in
connection with our purchase of two CRJ-200 aircraft in the
Midway Chapter 7 bankruptcy proceedings. The debt, due in
2013, bears interest at the rate of 7% per annum through
2008, converting to 12.5% thereafter, with principal and
interest due monthly.
As of March 31, 2006, we had $11.7 million in
restricted cash on deposit collateralizing various letters of
credit outstanding and the ACH funding of our payroll. We have
entered into a $9.5 million letter of credit facility with
a financial institution, of which $3.8 million is required
to be secured.
Contractual Obligations
As of March 31, 2006, we had $586.1 million of
long-term debt (including current maturities). This amount
consisted of $445.0 million in notes payable related to
owned aircraft, $137.8 million in aggregate principal
amount of our senior convertible notes due 2023 and 2024 and
$3.3 million in other miscellaneous debt.
29
The following table sets forth our cash obligations (including
principal and interest) as of March 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period | |
|
|
| |
Obligations |
|
2006 | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
Thereafter | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable related to CRJ700s and 900s(2)
|
|
$ |
21,040 |
|
|
$ |
38,991 |
|
|
$ |
38,707 |
|
|
$ |
38,423 |
|
|
$ |
38,102 |
|
|
$ |
354,798 |
|
|
$ |
530,061 |
|
|
2003 senior convertible debt notes (assuming no conversions)
|
|
|
1,182 |
|
|
|
2,365 |
|
|
|
1,773 |
|
|
|
|
|
|
|
|
|
|
|
100,466 |
|
|
|
105,786 |
|
|
2004 senior convertible debt notes (assuming no conversions)
|
|
|
1,813 |
|
|
|
3,625 |
|
|
|
3,625 |
|
|
|
1,813 |
|
|
|
|
|
|
|
171,409 |
|
|
|
182,285 |
|
|
Notes payable related to B1900Ds
|
|
|
5,190 |
|
|
|
10,380 |
|
|
|
10,380 |
|
|
|
10,380 |
|
|
|
10,380 |
|
|
|
63,381 |
|
|
|
110,091 |
|
|
Note payable related to CRJ200s(2)
|
|
|
1,500 |
|
|
|
3,000 |
|
|
|
3,000 |
|
|
|
3,000 |
|
|
|
3,000 |
|
|
|
20,478 |
|
|
|
33,978 |
|
|
Note payable to manufacturer
|
|
|
464 |
|
|
|
1,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,287 |
|
|
Mortgage note payable
|
|
|
54 |
|
|
|
109 |
|
|
|
109 |
|
|
|
64 |
|
|
|
|
|
|
|
760 |
|
|
|
1,096 |
|
|
Other
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
50 |
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
31,268 |
|
|
|
60,318 |
|
|
|
57,619 |
|
|
|
53,705 |
|
|
|
51,507 |
|
|
|
711,342 |
|
|
|
965,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable to manufacturer interim financing(1)(2)
|
|
|
3,240 |
|
|
|
6,480 |
|
|
|
6,480 |
|
|
|
6,480 |
|
|
|
6,480 |
|
|
|
140,434 |
|
|
|
169,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under operating leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash aircraft rental payments(2)
|
|
|
107,163 |
|
|
|
228,285 |
|
|
|
205,173 |
|
|
|
185,729 |
|
|
|
184,041 |
|
|
|
1,433,376 |
|
|
|
2,343,767 |
|
|
Lease payments on equipment and operating facilities
|
|
|
708 |
|
|
|
1,351 |
|
|
|
1,392 |
|
|
|
962 |
|
|
|
947 |
|
|
|
2,154 |
|
|
|
7,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lease payments
|
|
|
107,871 |
|
|
|
229,636 |
|
|
|
206,565 |
|
|
|
186,691 |
|
|
|
184,988 |
|
|
|
1,435,530 |
|
|
|
2,351,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future aircraft acquisition costs(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000 |
|
|
|
|
|
|
|
175,000 |
|
|
Rotable inventory financing commitments(4)
|
|
|
302 |
|
|
|
587 |
|
|
|
563 |
|
|
|
540 |
|
|
|
2,241 |
|
|
|
|
|
|
|
4,233 |
|
|
Minimum payments due under rotable spare parts maintenance
agreement
|
|
|
11,051 |
|
|
|
23,127 |
|
|
|
26,650 |
|
|
|
29,371 |
|
|
|
32,225 |
|
|
|
169,090 |
|
|
|
291,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
153,732 |
|
|
$ |
320,148 |
|
|
$ |
297,877 |
|
|
$ |
276,787 |
|
|
$ |
452,441 |
|
|
$ |
2,456,396 |
|
|
$ |
3,957,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the principal and interest on notes payable to the
manufacturer for interim financed aircraft. These notes payable
have a six-month maturity. For purposes of this schedule, we
have assumed that aircraft on interim financing are converted to
permanent financing as debt upon the expiration of the notes
with future maturities included on this line. |
30
|
|
(2) |
Aircraft ownership costs, including depreciation and interest
expense on owned aircraft and rental payments on operating
leased aircraft, of aircraft flown pursuant to our
guaranteed-revenue agreements are reimbursed by the applicable
code-share partner. |
|
(3) |
Represents the estimated cost of commitments to acquire CRJ-900
aircraft. |
|
(4) |
Represents the principal and interest related to financed
rotable spare parts inventory. |
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and
results of operations is based upon our financial statements,
which have been prepared in accordance with accounting
principles generally accepted in the United States of America.
In connection with the preparation of these financial
statements, we are required to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue, and
expenses, and related disclosure of contingent liabilities. On
an ongoing basis, we evaluate our estimates, including those
related to revenue recognition, the allowance for doubtful
accounts, medical claims reserve, valuation of assets held for
sale and costs to return aircraft and a valuation allowance for
certain deferred tax assets. We base our estimates on historical
experience and on various other assumptions that we believe are
reasonable under the circumstances. Such historical experience
and assumptions form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
We have identified the accounting policies below as critical to
our business operations and the understanding of our results of
operations. The impact of these policies on our business
operations is discussed throughout Managements Discussion
and Analysis of Financial Condition and Results of Operations
where such policies affect our reported and expected financial
results. The discussion below is not intended to be a
comprehensive list of our accounting policies. For a detailed
discussion on the application of these and other accounting
policies, see Note 1 in the Notes to the Consolidated
Financial Statements for the year ended September 30, 2005,
which contains accounting policies and other disclosures
required by accounting principles generally accepted in the
United States of America.
The US Airways, United and Delta regional jet code-share
agreements are revenue-guarantee flying agreements. Under a
revenue-guarantee arrangement, the major airline generally pays
a fixed monthly minimum amount, plus certain additional amounts
based upon the number of flights flown and block hours
performed. The contracts also include reimbursement of certain
costs incurred by us in performing flight services. These costs,
known as pass-through costs, may include aircraft
ownership costs, passenger and hull insurance, aircraft property
taxes as well as, fuel, landing fees and catering. The contracts
also include a profit component that may be determined based on
a percentage of profits on the Mesa flown flights, a profit
margin on certain reimbursable costs as well as a profit margin
based on certain operational benchmarks. We recognize revenue
under our revenue-guarantee agreements when the transportation
is provided. The majority of the revenue under these contracts
is known at the end of the accounting period and is booked as
actual. We perform an estimate of the profit component based
upon the information available at the end of the accounting
period. All revenue recognized under these contracts is
presented at the gross amount billed.
Under our revenue-guarantee agreements with US Airways, United
and Delta, we are reimbursed under a fixed rate per block-hour
plus an amount per aircraft designed to reimburse us for certain
aircraft ownership costs. In accordance with Emerging Issues
Task Force Issue No. 01-08, Determining Whether an
Arrangement Contains a Lease, we have concluded that a
component of our revenue under the agreement discussed above is
rental income, inasmuch as the agreement identifies the
right of use of a specific type and number of
aircraft over a stated period of time. The amount deemed to be
rental income during the quarters ended March 31, 2006 and
2005 was $56.5 million and $57.8 million,
respectively. The amount deemed to be rental income during the
six months ended March 31, 2006 and 2005 was
$118.1 million and $114.1 million, respectively. These
amounts are included in passenger revenue on our consolidated
statements of income.
31
In connection with providing service under our revenue-guarantee
agreement with Pre-Merger US Airways, our fuel
reimbursement is capped at $0.85 per gallon. Under this
agreement, we have the option to purchase fuel from a subsidiary
of US Airways at the capped rate. As a result, amounts included
in revenue for fuel reimbursement and expense for fuel cost may
not represent market rates for fuel for our Pre-Merger
US Airways flying. We purchased 2.2 million gallons
and 15.9 million gallons of fuel under this arrangement in
the quarters ended March 31, 2006 and 2005, respectively.
We purchased 10.2 million gallons and 32.5 million
gallons of fuel under this arrangement in the six months ended
March 31, 2006 and 2005, respectively.
The US Airways and Midwest Airlines B1900D turboprop code-share
agreements are pro-rate agreements. Under a prorate agreement,
we receive a percentage of the passengers fare based on a
standard industry formula that allocates revenue based on the
percentage of transportation provided. Revenue from our pro-rate
agreements and our independent operation is recognized when
transportation is provided. Tickets sold but not yet used are
included in air traffic liability on the consolidated balance
sheets.
We also receive subsidies for providing scheduled air service to
certain small or rural communities. Such revenue is recognized
in the period in which the air service is provided. The amount
of the subsidy payments is determined by the United States
Department of Transportation on the basis of its evaluation of
the amount of revenue needed to meet operating expenses and to
provide a reasonable return on investment with respect to
eligible routes. EAS rates are normally set for two-year
contract periods for each city.
|
|
|
Allowance for Doubtful Accounts |
Amounts billed by us under revenue guarantee arrangements are
subject to our interpretation of the applicable code-share
agreement and are subject to audit by our code-share partners.
Periodically our code-share partners dispute amounts billed and
pay amounts less than the amount billed. Ultimate collection of
the remaining amounts not only depends upon Mesa prevailing
under audit, but also upon the financial well-being of the
code-share partner. As such, we periodically review amounts past
due and records a reserve for amounts estimated to be
uncollectible. The allowance for doubtful accounts was
$9.4 million and $8.9 million at March 31, 2006
and September 30, 2005, respectively. If our actual ability
to collect these receivables and the actual financial viability
of our partners is materially different than estimated, the
Companys estimate of the allowance could be materially
understated or overstated.
The majority of our aircraft are leased from third parties. In
order to determine the proper classification of a lease as
either an operating lease or a capital lease, we must make
certain estimates at the inception of the lease relating to the
economic useful life and the fair value of an asset as well as
select an appropriate discount rate to be used in discounting
future lease payments. These estimates are utilized by
management in making computations as required by existing
accounting standards that determine whether the lease is
classified as an operating lease or a capital lease. All of our
aircraft leases have been classified as operating leases, which
results in rental payments being charged to expense over the
terms of the related leases. Additionally, operating leases are
not reflected in our consolidated balance sheet and accordingly,
neither a lease asset nor an obligation for future lease
payments is reflected in our consolidated balance sheet.
|
|
|
Accrued Health Care Costs |
We are currently self-insured up to a cap for health care costs
and as such, a reserve for the cost of claims that have not been
paid as of the balance sheet date is estimated. Our estimate of
this reserve is based upon historical claim experience and upon
the recommendations of our health care provider. At
March 31, 2006, we accrued $2.8 million for the cost
of future health care claims. If the ultimate development of
these claims is significantly different than those that have
been estimated, the accrual for future health care claims could
be materially overstated or understated.
32
|
|
|
Accrued Workers Compensation Costs |
Beginning in fiscal 2005, we implemented a new workers
compensation program. Under the program, we are self-insured up
to a cap for workers compensation claims and as such, a
reserve for the cost of claims that have not been paid as of the
balance sheet date is estimated. Our estimate of this reserve is
based upon historical claim experience and upon the
recommendations of our third-party administrator. At
March 31, 2006, we accrued $2.0 million for the cost
of workers compensation claims. If the ultimate
development of these claims is significantly different than
those that have been estimated, the accrual for future
workers compensation claims could be materially overstated
or understated.
|
|
|
Long-lived Assets, Aircraft and Parts Held for Sale |
Property and equipment are stated at cost and depreciated over
their estimated useful lives to their estimated salvage values
using the straight-line method. Long-lived assets to be held and
used are reviewed for impairment whenever events or changes in
circumstances indicate that the related carrying amount may be
impaired. Under the provisions of Statement of Financial
Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company
records an impairment loss if the undiscounted future cash flows
are found to be less than the carrying amount of the asset. If
an impairment loss has occurred, a charge is recorded to reduce
the carrying amount of the asset to fair value. Long-lived
assets to be disposed of are reported at the lower of carrying
amount or fair value less cost to sell.
|
|
|
Valuation of Deferred Tax Assets |
We record deferred tax assets for the value of benefits expected
to be realized from the utilization of alternative minimum tax
credit carryforwards and state and federal net operating loss
carryforwards. We periodically review these assets for
realizability based upon expected taxable income in the
applicable taxing jurisdictions. To the extent we believe some
portion of the benefit may not be realizable, an estimate of the
unrealized portion is made and an allowance is recorded. At
March 31, 2006, we had a valuation allowance of
$0.4 million for certain state net operating loss
carryforwards because we believe we will not be able to generate
sufficient taxable income in these jurisdictions in the future
to realize the benefits of these recorded deferred tax assets.
We believe we will generate sufficient taxable income in the
future to realize the benefits of our other deferred tax assets.
This belief is based upon the Company having had pretax income
in fiscal 2005, 2004 and 2003 and we have taken steps to
minimize the financial impact of our unprofitable subsidiaries.
Realization of these deferred tax assets is dependent upon
generating sufficient taxable income prior to expiration of any
net operating loss carryforwards. Although realization is not
assured, management believes it is more likely than not that the
remaining, recorded deferred tax assets will be realized. If the
ultimate realization of these deferred tax assets is
significantly different from our expectations, the value of its
deferred tax assets could be materially overstated.
33
AIRCRAFT
The following table lists the aircraft owned and leased by Mesa
for scheduled operations as of March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating on | |
|
|
|
|
|
|
Interim | |
|
|
|
|
|
March 31, | |
|
Passenger | |
Type of Aircraft |
|
Owned | |
|
Financed | |
|
Leased | |
|
Total | |
|
2006 | |
|
Capacity | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Canadair 200/100 Regional Jet
|
|
|
2 |
|
|
|
|
|
|
|
53 |
|
|
|
55 |
|
|
|
55 |
|
|
|
50 |
|
Canadair 700 Regional Jet
|
|
|
5 |
|
|
|
|
|
|
|
10 |
|
|
|
15 |
|
|
|
15 |
|
|
|
64 |
|
Canadair 900 Regional Jet
|
|
|
11 |
|
|
|
3 |
|
|
|
24 |
|
|
|
38 |
|
|
|
38 |
|
|
|
86 |
|
Embraer 145 Regional Jet
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
36 |
|
|
|
36 |
|
|
|
50 |
|
Beechcraft 1900D
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
20 |
|
|
|
19 |
|
Dash 8-200
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
16 |
|
|
|
16 |
|
|
|
37 |
|
Embraer EMB 120
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
52 |
|
|
|
3 |
|
|
|
141 |
|
|
|
196 |
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In August 1996, we entered into an agreement (the 1996
BRAD Agreement) with Bombardier Regional Aircraft Division
(BRAD) to acquire 32 CRJ-200 50-passenger regional
jet aircraft. The 32 aircraft have been delivered and are
currently under permanent financing as operating leases with
initial terms of 16.5 to 18.5 years.
In May 2001, we entered into a second agreement with BRAD (the
2001 BRAD Agreement) under which we committed to
purchase a total of 15 CRJ-700s and 25 CRJ-900s. In January
2004, we exercised options to purchase 20 CRJ-900 aircraft
(seven of which can be converted to CRJ-700 aircraft) reserved
under the option provision of the 2001 BRAD Agreement. The
transaction includes standard product support provisions,
including training, preferred pricing on initial inventory
provisioning, maintenance and technical publications. As of
March 31, 2006, we have accepted delivery of 15 CRJ-700s
and 38 CRJ-900s under the 2001 BRAD Agreement. In addition to
the firm orders, we have an option to acquire an additional 60
CRJ-700 or CRJ-900
regional jets.
In 2004, we leased nine used CRJ-200 and CRJ-100 aircraft in
order to meet required deliveries under our code-share
agreements. The aircraft are financed as operating leases.
Also in 2004, we acquired eight CRJ 200 aircraft through the
purchase of the assets of Midway. Of the eight aircraft
acquired, two are owned and six are leased.
In 2006, we announced plans to begin inter-island service in
Hawaii during the third quarter. The Company is currently in
negotiations to lease five CRJ-200s under short-term operating
leases to provide this service.
As of March 31, 2006, we operated 36 Embraer 145 aircraft.
As of March 31, 2006, we owned 34 Beechcraft 1900D aircraft
and were operating 20 of these aircraft. We lease four of our
Beechcraft 1900D to Gulfstream International Airlines, a
regional turboprop air carrier based in Ft. Lauderdale,
Florida and lease an additional ten Beechcraft 1900D aircraft to
Big Sky Transportation Co., a regional turboprop carrier based
in Billings, Montana (Big Sky).
34
As of March 31, 2006, we operated 16 leased Dash-8 aircraft.
In 2006, we announced that we will add Dash-8 service out of New
Yorks JFK under our current code-share agreement with
Delta. We are currently in negotiations to lease 12 Dash-8s
under short-term operating leases to provide this service.
|
|
|
Aircraft Financing Relationships with the
Manufacturer |
We had three aircraft on interim financing with the manufacturer
at March 31, 2006. Under interim financing arrangements, we
take delivery and title to the aircraft prior to securing
permanent financing and the acquisition of the aircraft is
accounted for as a purchase with debt financing. Accordingly,
the Company reflects the aircraft and debt under interim
financing on our balance sheet during the interim financing
period. After taking delivery of the aircraft, it is our
intention to permanently finance the aircraft as an operating
lease through a sale and leaseback transaction with an
independent third-party lessor. Upon permanent financing, the
proceeds are used to retire the notes payable to the
manufacturer. Any gain recognized on the sale and leaseback
transaction is deferred and amortized over the life of the lease.
At March 31, 2006 and September 30, 2005, we had
$82.1 million and $54.6 million, respectively, in
notes payable to an aircraft manufacturer for aircraft on
interim financing. These interim financings agreements are
typically six months in length and provide for monthly interest
only payments at LIBOR plus three percent. The current interim
financing agreement with the manufacturer provides for Mesa to
have a maximum of 15 aircraft on interim financing at a given
time. We are currently in negotiations to extend the interim
financing agreements that expired in the second quarter of
fiscal 2006.
|
|
Item 3. |
Qualitative and Quantitative Disclosure about Market
Risk. |
There have been no material changes in our market risk since
September 30, 2005.
|
|
Item 4. |
Controls and Procedures. |
In accordance with
Rule 13a-15(b) of
the Securities Exchange Act of 1934, as amended (the
Exchange Act), as of the end of the period covered
by this Quarterly Report on
Form 10-Q, the
Companys management evaluated, with the participation of
the Companys principal executive officer and principal
financial officer, the effectiveness of the design and operation
of the Companys disclosure controls and procedures (as
defined in
Rule 13a-15(e) or
Rule 15d-15(e)
under the Exchange Act). Based on their evaluation of these
disclosure controls and procedures, the Companys chairman
of the board and chief executive officer and the Companys
executive vice president and chief financial officer have
concluded that the disclosure controls and procedures were
effective as of the date of such evaluation to ensure that
material information relating to the Company, including its
consolidated subsidiaries, was made known to them by others
within those entities, particularly during the period in which
this Quarterly Report on
Form 10-Q was
being prepared. There were no changes in our internal control
over financial reporting during the quarter ended March 31,
2006, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
* * *
35
PART II. OTHER INFORMATION
|
|
Item 1. |
Legal Proceedings. |
On or about February 13, 2006, Hawaiian Airlines, Inc.
(Hawaiian) filed a complaint against the Company in
the United States Bankruptcy Court for the District of Hawaii
alleging that Mesa breached the terms of a Confidentiality
Agreement entered into in February 2004 with the Trustee in
Hawaiians bankruptcy proceedings. The complaint alleges,
among other things, that Mesa breached the Confidentiality
Agreement by (a) using the evaluation material to obtain a
competitive advantage over Hawaiian, through the development and
implementation of a business plan to compete with Hawaiian in
the inter-island market, and (b) failing to return or
destroy any evaluation materials after being notified by
Hawaiian on or about May 12, 2004 that Mesa had not been
selected as a potential investor for a transaction with
Hawaiian. Hawaiian, in its complaint, seeks unspecified damages,
an injunction requiring Mesa to turn over to Hawaiian any
evaluation material in Mesas possession, custody or
control, and an injunction preventing Mesa from providing
inter-island transportation services in the State of Hawaii for
a period of two years from the date of such injunctive relief.
Mesa vigorously denies Hawaiians allegations and requests
for relief contained in its complaint. In addition to filing
pleadings to move Hawaiians lawsuit from the United States
Bankruptcy Court for the District of Hawaii to the United States
District Court for the District of Hawaii, Mesa has filed a
counterclaim against Hawaiian alleging that Hawaiians
lawsuit against Mesa is itself an anticompetitive act designed
to prevent Mesa from entering the Hawaiian inter-island market,
in violation of the Sherman Anti-trust Act. Mesas
counterclaim alleges that Hawaiian has intentionally interfered
with Mesas prospective economic advantage and has
committed unfair trade practices. While the Company believes
resolution of this matter will not have a material adverse
impact on its financial condition or results of operations, the
litigation and claims noted above are subject to inherent
uncertainties and the Companys view of such matters may
change in the future.
We are involved in various other legal proceedings and FAA civil
action proceedings that the Company does not believe will have a
material adverse effect upon our business, financial condition
or results of operations, although no assurance can be given as
to the ultimate outcome of any such proceedings.
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds. |
(A) None
(B) None
(C) The Companys Board of Directors authorized the
Company to purchase up to 19.4 million shares of the
Companys outstanding common stock, including
10 million shares authorized in November 2005. As of
March 31, 2006, the Company has acquired and retired
approximately 8.1 million shares of its outstanding common
stock at an aggregate cost of approximately $48.0 million,
leaving approximately 11.3 million shares available for
purchase under existing Board authorizations. Purchases are made
at managements discretion based on market conditions and
the Companys financial resources.
The Company did not repurchase any shares during the three
months ended March 31, 2006.
|
|
Item 3. |
Defaults upon Senior Securities. |
Not applicable
|
|
Item 4. |
Submission of Matters to vote for Security Holders. |
The Company held its Annual Meeting of Stockholders on
February 7, 2006, at which the stockholders re-elected
seven directors, and ratified the appointment of
Deloitte & Touche LLP as the Companys independent
auditors for 2006. Abstentions are included in the determination
of the number of shares represented for a quorum and have the
same effect as no votes in determining whether
proposals are
36
approved. To the extent applicable for each individual proposal,
broker non-votes are not considered present for those proposals.
Results of the voting in connection with each issue was as
follows:
|
|
|
|
|
|
|
|
|
Election of Directors |
|
For | |
|
Withhold | |
|
|
| |
|
| |
Jonathan G. Ornstein
|
|
|
24,154,117 |
|
|
|
691,857 |
|
Daniel J. Altobello
|
|
|
24,296,876 |
|
|
|
549,098 |
|
Robert Beleson
|
|
|
24,299,016 |
|
|
|
546,958 |
|
Ronald R. Fogleman
|
|
|
24,633,274 |
|
|
|
212,700 |
|
Joseph L. Manson
|
|
|
22,384,593 |
|
|
|
2,461,381 |
|
Maurice A. Parker
|
|
|
24,139,605 |
|
|
|
706,369 |
|
Peter F. Nostrand
|
|
|
24,289,371 |
|
|
|
556,603 |
|
Ratification of Deloitte & Touche LLP as the
Companys independent registered public accountants:
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
24,289,404
|
|
519,569 |
|
37,001 |
|
|
Item 5. |
Other Information. |
None
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Reference |
|
|
|
|
|
|
10 |
.37 |
|
Employment Agreement, dated as of December 31, 2005 between
Registrant and George Murnane III, as amended. |
|
|
|
|
|
31 |
.1 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a)of the
Securities Exchange Act of 1934, as Amended |
|
|
* |
|
|
31 |
.2 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as Amended |
|
|
* |
|
|
32 |
.1 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
|
|
* |
|
|
32 |
.2 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
|
|
* |
|
37
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.
|
|
|
|
By: |
/s/ GEORGE MURNANE III |
|
|
|
|
|
George Murnane III |
|
Executive Vice President and CFO |
Dated: May 10, 2006
38
Index to Exhibits
|
|
|
|
|
Exhibits: |
|
|
|
|
|
|
Exhibit 10 |
.37 |
|
Employment Agreement, dated as of December 31, 2005 between
Registrant and George Murnane III, as amended. |
|
Exhibit 31 |
.1 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as Amended |
|
Exhibit 31 |
.2 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as Amended |
|
Exhibit 32 |
.1 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
|
Exhibit 32 |
.2 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
39
exv10w37
Exhibit 10.37
EMPLOYMENT AGREEMENT
BY AND BETWEEN
GEORGE MURNANE III
AND
MESA AIR GROUP, INC.
DATED AS OF DECEMBER 31, 2005
EMPLOYMENT
AGREEMENT (this Agreement) made and entered into on May 4, 2006, by and between Mesa
Air Group, Inc., a Nevada corporation (the Company), and George Murnane III (Executive), and is
effective as of December 31, 2005.
RECITALS
The Company and Executive are parties to an employment agreement dated as of December 6, 2001. The
parties have agreed to enter into this Agreement, which supersedes the existing agreement.
ARTICLE I
DUTIES AND TERM
1.1 EMPLOYMENT. In consideration of their mutual covenants and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged, the
Company agrees to hire Executive, and Executive agrees to remain in the employ of the Company, upon
the terms provided in this Agreement.
1.2 POSITION AND RESPONSIBILITIES.
(a) Executive shall serve as the Executive Vice President and Chief Financial
Officer of the Company. Executive agrees to perform services, not inconsistent with his position,
as are from time to time assigned to him by the Chief Executive Officer, President or Board of
Directors of the Company.
(b) During the period of his employment under this Agreement, Executive shall devote
substantially all of his business time, attention, skill and efforts to the faithful performance of
his duties under this Agreement, but Executive shall have the right to engage in personal business
and to participate in charitable and civic activities, during normal business hours and otherwise,
as long as such business and activities do not unreasonably interfere with Executives duties to
the Company.
1.3 TERM. The term of Executives employment under this Agreement shall commence on
December 31, 2005, and shall continue, unless sooner terminated, through December 30, 2010 (the
Expiration Date).
1.4 LOCATION. During the period of his employment under this Agreement, Executive
shall not be required, except with his prior written consent (which may be withheld in his
discretion), to relocate his principal place of employment outside Maricopa County, Arizona.
Required travel on the Companys business shall not be deemed a relocation so long as Executive is
not required to provide his services under this Agreement outside of Maricopa County, Arizona, for
more than 50% of his working days during any consecutive six-month period.
- 1 -
ARTICLE II
COMPENSATION
For all services rendered by Executive in any capacity during his employment under this Agreement,
including, without limitation, services as a director, officer or member of any committee of the
Board of the Company or of the board of directors of any subsidiary of the Company, the Company
shall compensate Executive as set forth in this Article IV.
2.1 BASE SALARY. The Company shall pay to Executive an annual base salary of not
less than $250,000 during the term of this Agreement (the Base Salary). Executives Base Salary
shall be paid every other week in equal installments. The Base Salary shall be reviewed annually by
the Board or a committee designated by the Board, and the Board or such committee may, in its
discretion, increase the Base Salary. Subject to the consent of Executive (which consent shall not
be unreasonably withheld), the Company may reduce the Base Salary under circumstances in which the
Company has suffered severe financial losses and has imposed cuts in salary of other officers on an
across the board basis, but any such reduction may not be at a greater percentage than the
reduction imposed on any other officer (an Across the Board Reduction).
2.2 BONUS PAYMENTS.
(a) Reserved.
(b) During the period of Executives employment under this Agreement, Executive
shall be entitled to the bonus payments specified on Exhibit A. Any bonus payable to Executive
under the plan described in Exhibit A is referred to as an Incentive Bonus. Any Incentive Bonuses
will be paid on a quarterly basis, not later than 45 days after the end of each fiscal quarter (or
90 days after the end of any fiscal year), based on the Companys financial statements in its Form
10-Q or Form 10-K, as the case may be; payments made with respect to any fiscal quarter other than
the last fiscal quarter of a fiscal year of the Company will be made on an estimated basis (based
on annualized results), and the parties will account to one another and make appropriate payment
adjustments promptly after the financial statements for any fiscal year become available. The
Company in its discretion may pay bonuses to Executive in addition to the Incentive Bonuses set
forth in Exhibit A.
2.3 STOCK OPTIONS.
(a) As of January 1st of each year (commencing in 2006) during the term of this
Agreement (or the next business day if January 1st of any year is not a business day), the Company
shall issue options to purchase not fewer than 60,000 shares of common stock of the Company
(adjusted appropriately for any stock dividend, stock split, spin-off, reorganization, or similar
transaction), under the 2005 Employee Stock Incentive Plan.
2.4 RESTRICTED STOCK.
Reserved.
2.5 ADDITIONAL BENEFITS.
(a) GENERAL BENEFITS. During the term of this Agreement, Executive shall be entitled
(i) to participate in all employee benefit and welfare programs, plans and arrangements (including,
without limitation, pension, profit sharing, supplemental pension and other retirement plans,
insurance, hospitalization, medical and group disability benefits, travel or accident insurance
plans) and (ii) to receive fringe benefits, such as dues and fees of professional organizations and
associations, in each case under (i)
- 2 -
and (ii) to the extent that such programs, plans, arrangements, and benefits are from time to
time available to the Companys executive personnel (the programs and benefits in (i) and (ii) are
referred to as General Benefits). During the period of his employment under this Agreement, the
Company shall continue to provide the General Benefits to Executive at a level which shall in no
event be less, in any material respect, than the General Benefits made available to Executive by
the Company as of the date of this Agreement. Subject to the consent of Executive (which consent
shall not be unreasonably withheld), the Company may reduce the General Benefits under
circumstances in which the Company has suffered severe financial losses and has imposed reductions
in coverage of the General Benefits of other officers on an across the board basis, but any such
reduction may not be disproportionately greater than the reduction imposed on any other officer.
(b) DEATH BENEFIT. The Company shall promptly (and in any event not later than 60
days after this Agreement is executed) obtain term life insurance on the life of Executive such
that the aggregate death benefit under existing and new policies totals $2,000,000; such insurance
shall be obtained under one or more policies from insurers reasonably acceptable to Executive. As
long as Executive is employed by the Company, (i) the Company shall pay the premiums on the policy
(or policies) and shall maintain the policy (or policies) in full force and effect, and (ii)
Executive shall have the exclusive right to designate the beneficiary under such policy (or
policies). The Company shall assign the policy (or policies) to Executive, without any cost to
Executive, effective immediately after Executive ceases to be an employee of the Company,
regardless of the reason for Executives termination of employment. The Company shall not pledge or
otherwise encumber the policy (or policies) at any time.
(c) DISABILITY BENEFITS. The Company shall provide Executive with the following
disability benefits:
(i) During any period of disability, illness or incapacity during the term
of this Agreement which renders Executive at least temporarily unable to perform the
services required under this Agreement, Executive shall receive the Base Salary payable
under Section 2.1 plus any cash bonus compensation earned pursuant to the provisions of
this Agreement or any incentive compensation plan then in effect but not yet paid, less any
cash benefits received by him under any disability insurance carried by or provided by the
Company. Upon Executives Total Disability (as defined below), which Total Disability
continues during the payment periods specified in this Section, the Company shall pay to
Executive, on a monthly basis, for the period specified below, an amount (the Disability
Payment) equal to (A) one-twelfth of the sum of (1) Executives Base Salary in effect
immediately prior to the time such Total Disability occurs, plus (2) an amount equal to the
greater of (x) the Threshold Bonus or (y) one half of the sum of (i) the bonuses (whether
Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the
two fiscal years immediately preceding the fiscal year in which the Total Disability
occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been
accrued with respect to the two fiscal years immediately preceding the fiscal year in which
the Total Disability occurs but have not been paid (or if Executive has been employed by
the Company for less than two full fiscal years at the time of such Total Disability, then
an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year
immediately preceding the fiscal year in which the Total Disability occurs), which payments
shall be due in full regardless of any compensation paid to Executive as a result of his
employment by any other person after the date that Total Disability occurs, (B) reduced by
the amount of any monthly payments under any policy of disability income insurance paid for
by the Company (including the policy described in Section 2.5(c)(ii)) which payments are
received during the time when any Disability Payment is being made to Executive following
Executives Total Disability. The Company shall pay the Disability Payment to Executive in
equivalent installments, at the same time or times as would have been the case for payment
of Base Salary if Executive had not become Totally Disabled and had remained employed by
the Company, and such payments shall continue until the later of the expiration of the term
of this Agreement and 48 months, except that the Companys obligation to make such payments
shall cease upon the death of Executive or if Executive ceases to be Totally Disabled.
- 3 -
Upon Executives Total Disability, except as provided in this Agreement, all rights of
Executive under this Agreement shall terminate.
(ii) In order to provide a ready source of funds with which to pay the
benefits provided for in clause (1) above, if Executive becomes disabled (determined in
accordance with the policy described below) during the term of this Agreement and such
disability extends beyond 180 days, then Executive shall be paid the benefits provided for
under the disability insurance policy to be issued by UNUM Life Insurance Company, which
the Company agrees to maintain in full force and effect during the term of this Agreement.
The Company promptly (and in any event not later than 60 days after this Agreement is
executed) shall cause such policy to be amended to the extent necessary to cause Executive
to be eligible for disability payments for a minimum of four years from the date of such
disability (that is, providing for 3-1/2 years of coverage, taking into account the 180-day
coverage provided by the Company directly under Section 2.5(c)(i)), and to increase the
amount payable to a minimum of $33,333 per month. To the extent the Company is unable to
cause such policy to be so amended, then the Company shall be obligated to provide such
payments to Executive directly. Such coverage shall apply regardless of whether such
four-year period extends beyond the term of this Agreement.
(d) RELOCATION EXPENSES. During the term of this Agreement, if Executives principal
place of employment is relocated outside Maricopa County, Arizona, in accordance with Section 1.4,
the Company shall reimburse Executive for all usual relocation expenses incurred by Executive and
his household in moving to the new location, including, without limitation, moving expenses and
rental payments for temporary living quarters in the area of relocation for a period not to exceed
six months, real estate brokerage commissions incurred by Executive in the sale of his then
existing principal residence, and loan financing charges and closing costs incurred in connection
with the acquisition and financing of a new residence.
(e) REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this Agreement, the
Company shall, in accordance with standard Company policies, pay, or reimburse Executive for, all
reasonable travel and other expenses incurred by Executive in performing his obligations under this
Agreement.
(f) VACATIONS. During the term of this Agreement, Executive shall be entitled to
vacations with pay, and to such personal and sick leave with pay, in accordance with the policy of
the Company as may be established from time to time by the Company and as applies to other
executive officers of the Company. In no event shall Executive be entitled to fewer than four
weeks annual vacation. Unused vacation days may be carried over from one year to the next in the
maximum amount of four weeks annual vacation; that is, to the extent that vacation days to which
Executive is entitled remain unused, such unused vacation days will cumulate and be useable in any
subsequent year, but no more than four weeks of annual vacation in the aggregate can be carried
over from one year to the next. Any vacation days which remain unused at the end of a fiscal year
that are in excess of such four weeks annual vacation shall expire and shall thereafter no longer
be useable by Executive, but the Company shall compensate Executive for any such unused vacation
days in accordance with the formula set forth in Section 4.1(b). Similarly, any unused paid
holidays may be carried over from one year to the next but not in excess of an aggregate of five
days of paid holidays may be carried over from one year to the next; to the extent any paid
holidays remain unused at the end of a fiscal year that are in excess of such five paid holidays,
such paid holidays shall expire and shall thereafter no longer be useable by Executive, but the
Company shall compensate Executive for any such unused paid holidays in accordance with the formula
set forth in Section 4.1(b).
(g) DIRECTOR FEES. During the term of this Agreement, Executive shall not be
entitled to be paid any fees for attendance at meetings of the Board of Directors or any committee
of the Board of Directors (or the board or committee of the board of any subsidiary).
- 4 -
(h) AIRLINE PASSES. During the term of this Agreement, the Company shall use its
reasonable efforts to obtain for the benefit of Executive and Executives immediate family
(Executives spouse, Executives children, and the spouse and children of any of Executives
children), the right to fly on a complimentary basis on the aircraft of other airlines, on a
positive space basis. Such efforts shall include negotiating in good faith with other carriers for
such rights and offering reciprocal rights to the executives (and their immediate family members)
of such other carriers. The Company shall provide to Executive and Executives immediate family,
during the life of each such individual, the right to fly on a complimentary basis on any aircraft
operated by the Company or any affiliate at any time (subject only to reasonable and customary
rules regarding availability), on a positive space basis. The Company shall use its best efforts to
cause any successor or subsequent successor to the business or assets of the Company to grant such
rights as to all routes operated by such successor (or subsequent successor) and any of its
affiliates.
(i) Reserved.
(j) PROFESSIONAL SERVICES. During the term of this Agreement, the Company shall
reimburse Executive for his out-of-pocket costs incurred in connection with the retention of
professionals by Executive to provide Executive with income tax, estate planning, and investment
advisory services. The maximum amount of reimbursable expenses for such purposes shall be $10,000
for calendar year 2005, and $5,000 for each calendar year thereafter during the term of this
Agreement. The Company shall reimburse Executive for such costs promptly after Executive submits an
invoice to Company. In order to preserve Executives rights to confidentiality, Executive may
satisfy the requirement of submitting an invoice by providing the Company with a copy of the facing
page of the invoice showing the fees and expenses for the services rendered and the general nature
of the services rendered but without any detail concerning the substance of the services rendered.
(k) EXECUTIVE SECURITY. During the term of this Agreement, the Company shall provide
to Executive such security services as is reasonably necessary for the protection of the life and
property of Executive and Executives immediate family members.
2.6 PAYMENT OF EXCISE TAXES. If any payment received by Executive under this
Agreement, as a result of or following any termination of employment under this Agreement is
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (as amended
from time to time, the Code), or any successor or similar provision of the Code (the Excise
Tax), the Company shall pay Executive an additional cash amount (the Gross Up) such that the net
after-tax amount received by Executive under this Agreement is the same as if the Excise Tax had
not applied to any payments made under this Agreement. The Company shall pay such amounts promptly
after the calculation referred to in Section 2.7 has been made.
2.7 CERTAIN ADJUSTMENT PAYMENTS. For purposes of determining the Gross Up, Executive
shall be deemed to pay the federal income tax at the highest marginal rate of taxation (currently
35%) in the calendar year in which the payment to which the Gross Up applies is to be made. The
determination of whether such Excise Tax is payable and the amount of the Excise Tax shall be made
upon the opinion of a national accounting firm selected by Executive and reasonably acceptable to
the Company. If such opinion is not finally accepted by the Internal Revenue Service upon audit or
otherwise, then appropriate adjustments shall be computed (with interest at the rate required to be
paid by Executive under the Code and with Gross Up, if applicable) by such tax counsel based upon
the final amount of the Excise Tax so determined, and (a) any additional amount due Executive as a
result of such adjustment shall be paid to Executive by the Company in cash in a lump sum within 30
days after such computation, or (b) any amount due the Company as a result of such adjustment shall
be paid to the Company by Executive in cash in a lump sum within 30 days after such computation.
2.8 DEFERRED COMPENSATION AGREEMENT. Upon execution of this Agreement by the parties
and on December 31 of each year thereafter during the term of this Agreement, the Company shall
contribute an amount equal to $50,000 to an account for the benefit of Executive under the Deferred
Compensation Plan in the form of the attached Exhibit C. Notwithstanding Article 3.1 of the
Deferred
- 5 -
Compensation Plan, Executive shall not become 100% vested under the Deferred Compensation Plan
until the earlier of (i) December 30, 2010 or (ii) such time as the Executives employment is
terminated either (a) for reason of his death or Total Disability, (b) by the Executive for Good
Reason, (c) by the Company without Cause or (d) if there is a Change of Control. Executive shall
make the election, within 30 days of the execution of this Agreement, specifically the form and
timing of distribution of any Company contributions to the Deferred Compensation Plan under this
Section 2.8
ARTICLE III
TERMINATION OF EMPLOYMENT
3.1 DEATH OR RETIREMENT OF EXECUTIVE. Executives employment under this Agreement
shall automatically terminate upon the death or Retirement of Executive.
3.2 BY EXECUTIVE. Executive shall be entitled to terminate his employment under this
Agreement by giving Notice of Termination to the Company:
(a) for Good Reason;
(b) at any time without Good Reason.
3.3 BY COMPANY. The Company shall be entitled to terminate Executives employment
under this Agreement by giving Notice of Termination to Executive:
(a) in the event of Executives Total Disability;
(b) for Cause; and
(c) at any time without Cause.
ARTICLE IV
COMPENSATION UPON TERMINATION OF EMPLOYMENT
If Executives employment under this Agreement is terminated prior to December 30, 2010, then
except for any other rights or benefits specifically provided for in this Agreement following his
period of employment, the Company shall be obligated to provide compensation and benefits to
Executive only as follows:
4.1 UPON TERMINATION FOR DEATH OR TOTAL DISABILITY. If Executives employment under
this Agreement is terminated by reason of his death or Total Disability, the Company shall:
(a) pay Executive (or his estate) any Base Salary which has accrued but not been
paid as of the termination date (the Accrued Base Salary);
(b) pay Executive (or his estate) for unused vacation days and paid holidays accrued
as of the termination date in an amount equal to his Base Salary multiplied by a fraction the
numerator of which is the number of accrued unused vacation days and paid holidays, and the
denominator of which is 260 (the Accrued Vacation Payment);
(c) reimburse Executive (or his estate) for expenses incurred by him prior to the
date of termination which are subject to reimbursement pursuant to this Agreement (the Accrued
Reimbursable Expenses);
- 6 -
(d) provide to Executive (or his estate) any accrued and vested benefits required to
be provided by the terms of any Company-sponsored benefit plans or programs (the Accrued
Benefits), together with any benefits required to be paid or provided in the event of Executives
death or disability under applicable law;
(e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to
a prior fiscal quarter which has accrued but has not been paid;
(f) pay Executive (or his estate) any payment under the Deferred Compensation Plan
which has accrued but has not been paid to the account provided for in such plan;
(g) pay Executive the amounts due under Section 2.5;
(h) permit Executive (or his estate) to convert any vested Restricted Stock Units
outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement
described in Section 2.4 hereof; and
(i) permit Executive (or his estate) to exercise all vested unexercised stock
options (including stock options which by their terms become exercisable upon death or disability)
and warrants outstanding at the termination date in accordance with the terms of the plans and
agreements pursuant to which such options or warrants were issued.
4.2 UPON TERMINATION BY COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON. If
Executives employment is terminated by the Company for Cause, or if Executive terminates his
employment with the Company prior to December 31, 2010, other than (x) upon Executives death or
Total Disability or (y) for Good Reason, the Company shall:
(a) pay Executive the Accrued Base Salary;
(b) pay Executive the Accrued Vacation Payment;
(c) reimburse Executive for the Accrued Reimbursable Expenses;
(d) provide Executive the Accrued Benefits, together with any benefits required to
be paid or provided under applicable law;
(e) pay Executive any accrued Incentive Bonus or other bonus with respect to a prior
fiscal quarter which has accrued but has not been paid;
(f) pay Executive any payment under the Deferred Compensation Plan which has accrued
but has not been paid to the account provided for in such plan;
(g) permit Executive to convert any vested Restricted Stock Units outstanding at the
termination date in accordance with the terms of the Restricted Stock Agreement described in
Section 2.4 hereof; additionally, any unvested Restricted Stock Units shall continue to vest in
accordance with such Agreement; and
(h) permit Executive to exercise all vested unexercised stock options and warrants
outstanding at the termination date in accordance the terms of the plans and agreements pursuant to
which such options and warrants were issued.
- 7 -
4.3 UPON EXPIRATION OF THIS AGREEMENT. In order to induce the Executive to continue
his employment with the Company throughout the term of this Agreement and until the Expiration Date
of this Agreement, upon the Expiration Date, the Company shall:
(a) pay Executive the Accrued Base Salary;
(b) pay Executive the Accrued Vacation Payment;
(c) reimburse Executive the Accrued Reimbursable Expenses;
(d) provide Executive the Accrued Benefits, together with any benefits required to
be paid or provided under applicable law;
(e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal
quarter which has accrued but has not been paid;
(f) pay Executive any payment under the Deferred Compensation Plan which has accrued
but has not been paid to the account provided for in such plan;
(g) maintain in full force and effect, for Executives and his eligible
beneficiaries continued benefit, all of the General Benefits, for a period of 36 months following
the Expiration Date of this Agreement, except to the extent that, as to any such General Benefit,
Executive receives the substantial equivalent of such General Benefit as a result of his employment
with another employer after the Expiration Date. If Executives continued participation in any
General Benefit is not permitted under the terms of the plan, program or arrangement under which
the General Benefit was provided to Executive by the Company, the Company shall arrange to provide
Executive with the General Benefit substantially similar to the General Benefit which Executive
would have been entitled to receive under such plan, program or arrangement;
(h) permit Executive to convert any vested Restricted Stock Units outstanding at the
Expiration Date in accordance with the terms of the Restricted Stock Agreement described in Section
2.4 hereof; and
(i) Executive shall have the right to exercise all vested unexercised stock options
and warrants outstanding at the Expiration Date in accordance with the terms of the plans and
agreements pursuant to which such options and warrants were issued.
4.4 UPON TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If Executives employment is
terminated by the Executive for Good Reason, the Company shall:
(a) pay Executive the Accrued Base Salary;
(b) pay Executive the Accrued Vacation Payment;
(c) reimburse Executive the Accrued Reimbursable Expenses;
(d) provide Executive the Accrued Benefits, together with any benefits required to
be paid or provided under applicable law;
(e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal
quarter which has accrued but has not been paid;
- 8 -
(f) pay Executive any payment under the Deferred Compensation Plan which has accrued
but has not been paid to the account provided for in such plan and pay directly to Executive on
December 30 of each year after such termination through December 30, 2010, the amount that would
have been payable to the account established under such plan if this Agreement had not been
terminated;
(g) pay Executive, within thirty (30) days following the termination date, an amount
equal to three multiplied by the sum of (1) Executives Base Salary in effect immediately prior to
the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold
Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses)
that have been paid to Executive with respect to the two fiscal years immediately preceding the
fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or
other bonuses) that have been accrued with respect to the two fiscal years immediately preceding
the fiscal year in which the termination occurs but have not been paid (or if Executive has been
employed by the Company for less than two full fiscal years at the time of such termination, then
an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year
immediately preceding the fiscal year in which the termination occurs), which payment shall be due
in full regardless of any compensation paid to Executive as a result of his employment by any other
person after the termination date; and
(h) maintain in full force and effect, for Executives and his eligible
beneficiaries continued benefit, all of the General Benefits, for a period of 36 months following
the termination date of his employment under this Agreement, except to the extent that, as to any
such General Benefit, Executive receives the substantial equivalent of such General Benefit as a
result of his employment with another employer after the termination date. If Executives continued
participation in any General Benefit is not permitted under the terms of the plan, program or
arrangement under which the General Benefit was provided to Executive by the Company, the Company
shall arrange to provide Executive with the General Benefit substantially similar to the General
Benefit which Executive would have been entitled to receive under such plan, program or
arrangement;
(i) permit Executive to convert all vested and unvested Restricted Stock Units
outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement
described in Section 2.4 hereof; and
(j) Executive shall have the right to exercise all unexercised (vested and unvested)
stock options and warrants outstanding at the termination date in accordance with the terms of the
plans and agreements pursuant to which such options and warrants were issued.
4.5 UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR IF THERE IS A CHANGE OF
CONTROL. If Executives employment is terminated by the Company without Cause or if there is a
Change of Control, the Company shall:
(a) pay Executive the Accrued Base Salary;
(b) pay Executive the Accrued Vacation Payment;
(c) reimburse Executive the Accrued Reimbursable Expenses;
(d) provide Executive the Accrued Benefits, together with any benefits required to
be paid or provided under applicable law;
(e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal
quarter which has accrued but has not been paid;
(f) pay Executive any payment under the Deferred Compensation Plan which has accrued
but has not been paid to the account provided for in such plan, and pay directly to Executive on
- 9 -
December 30 of each year after such termination or Change of Control through December 30,
2009, the amount that would have been payable to the account established under such plan if this
Agreement had not been terminated or there had not been a Change of Control;
(g) pay Executive, within thirty (30) days of the termination date or Change of
Control, an amount equal to six multiplied by the sum of (1) Executives Base Salary in effect
immediately prior to the time such termination or Change of control occurs, plus (2) an amount
equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses
(whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the
two fiscal years immediately preceding the fiscal year in which the termination or Change of
control occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been
accrued with respect to the two fiscal years immediately preceding the fiscal year in which the
termination or Change of control occurs but have not been paid (or if Executive has been employed
by the Company for less than two full fiscal years at the time of such termination or Change of
control, then an amount equal to the sum of such paid and accrued bonuses with respect to the
fiscal year immediately preceding the fiscal year in which the termination or Change of control
occurs), which payment shall be due in full regardless of any compensation paid to Executive as a
result of his employment by any other person after the termination date or Change of control; and
(h) maintain in full force and effect, for Executives and his eligible
beneficiaries continued benefit, all of the General Benefits, for a period of 36 months following
the Change of control or termination date of his employment under this Agreement, except to the
extent that, as to any such General Benefit, Executive receives the substantial equivalent of such
General Benefit as a result of his employment with another employer after the termination date or
Change of control. If Executives continued participation in any General Benefit is not permitted
under the terms of the plan, program or arrangement under which the General Benefit was provided to
Executive by the Company, the Company shall arrange to provide Executive with the General Benefit
substantially similar to the General Benefit which Executive would have been entitled to receive
under such plan, program or arrangement;
(i) permit Executive to convert all vested and unvested Restricted Stock Units
outstanding at the termination date or Change in Control date in accordance with the terms of the
Restricted Stock Agreement described in Section 2.4 hereof; and.
(j) Executive shall have the right to exercise all unexercised (vested or unvested)
stock options and warrants outstanding at the termination or Change of Control date in accordance
with the terms of the plans and agreements pursuant to which such options and warrants were issued.
4.6 Reserved.
4.7 CALL.
(a) Upon any termination of employment under Section 4.1, Section 4.3, Section 4.4
or Section 4.5, the Company shall have the right to redeem any stock option, whether vested or
unvested, that is held by Executive as of the date of such termination and that is designated by
the Company in a notice to Executive (a Call Election), at a price equal to 100% of the
Black-Scholes Value of such stock option.
(b) The Black-Scholes Value for any option shall be determined using the
Black-Scholes formula but in any event shall be not less than the Market Price for the common stock
on the date the Call Election is made (the Calculation Date), less the exercise price under the
stock option. The Black-Scholes Value shall be calculated by an independent major investment
banking firm selected by the Company, subject to the approval of Executive; if Executive does not
approve the firm selected by the Company, then the Black-Scholes Value shall be the average of the
amount calculated by the firm selected by Executive and a major investment banking firm selected by
the Company. The Black-Scholes Value shall be calculated as of the Calculation Date, and any
unvested options for this purpose shall be treated as
- 10 -
if fully vested. The Company shall bear the cost of the firm or firms that conduct the
Black-Scholes valuation. In determining the Black-Scholes Value of any option, the following rules
will apply:
(i) The time to maturity of any option will be equal to the period beginning
on the Calculation Date and ending on the final expiration date of the option (the Option
Life), without regard to any analysis of the effect, or likelihood of occurrence, of any
event that might cause the expiration date to occur sooner.
(ii) The risk free rate as to any option will be determined as of the
Calculation Date, by the U.S. Treasury YTM, with a maturity approximately equal to the
Option Life, as stated by the Federal Reserve.
(iii) The volatility factor will be based on an historical sampling of daily
stock prices over a period of not less than 24 months from the valuation date, and not more
than 120 months from the valuation date, whichever period yields the highest value.
(iv) No illiquidity or other discount will be applied to the value
determined by application of the Black-Scholes formula, whether by reason of the fact that
the options are not publicly traded or otherwise.
(c) Unless Executive consents, the Company shall not exercise a Call Election to the
extent that the Company would be unable, without violating the provisions of the General
Corporation Law of Nevada or the fraudulent conveyance laws of any state, to pay any amount due to
Executive under Section 4.7(a); if Executive consents to the exercise of a Call Election by the
Company under such circumstances, then, to the extent that the Company is unable, without violating
the provisions of the General Corporation Law of Nevada, to pay any amount due Executive under
Section 4.7(a), the Companys obligation to make such payment shall be deferred, but only until the
legal restriction lapses, at which time the payment shall be due, and in any event, all amounts
that otherwise would have been payable but for such restriction shall bear interest at the rate
provided for in Section 6.11, from the date such payments would have been payable (but for such
legal restriction) until the date they actually are made.
(d) All payments due by the Company in connection with any Call Election are payable
within 10 business days after the Call Election is made.
(e) Any stock option redeemed by the Company under Section 4.7(a) shall be
cancelled.
ARTICLE V
RESTRICTIVE COVENANTS
5.1 CONFIDENTIAL INFORMATION AND MATERIALS. Executive agrees that during the course
of his employment with the Company, he has obtained and shall likely obtain in the future
Confidential Information. Confidential Information is information concerning the Company which
the Company attempts to keep confidential, has not been publicly disclosed by the Company, is not a
matter of common knowledge in the airline industry, and was not known by Executive prior to his
employment by the Company, including, but not limited to, certain information relating to the
business plans, trade practices, finances, accounting methods, methods of operations, trade
secrets, marketing plans or programs, forecasts, statistics relating to routes and markets,
contracts, customers, compensation arrangements, and business opportunities. Executive agrees that
the Confidential Information is proprietary to the Company.
5.2 GENERAL KNOWLEDGE. The general skills and experience gained by Executive during
Executives employment or engagement by the Company, and information publicly available without
breach of any duty owed by any person to the Company or generally known within the airline
- 11 -
industry, is not considered Confidential Information. Executive is not restricted from working
with a person or entity which has independently developed information or materials similar to the
Confidential Information, but in such a circumstance, Executive agrees not to disclose the fact
that any similarity exists between the Confidential Information and the independently developed
information and materials, and Executive understands that such similarity does not excuse Executive
from the non-disclosure and other obligations in this Agreement.
5.3 EXECUTIVE OBLIGATIONS AS TO CONFIDENTIAL INFORMATION AND MATERIALS. During
Executives employment or engagement by the Company, Executive shall have access to the
Confidential Information and shall occupy a position of trust and confidence with respect to the
Confidential Information and the Companys affairs and business. Executive agrees to take the
following steps to preserve the confidential and proprietary nature of the Confidential
Information:
(a) NON-DISCLOSURE. During Executives Employment or engagement by the Company and
for a period of two years after the termination of Executives Employment or engagement by the
Company for any reason, Executive shall not use, disclose or otherwise permit any person or entity
access to any of the Confidential Information other than as required in the performance of
Executives duties with the Company and other than is required to be disclosed by law or by any
court, administrative agency, or arbitration panel.
(b) PREVENT DISCLOSURE. During and for a period of two years after Executives
Employment or engagement by the Company, except as provided in Section 5.3(a), Executive shall take
all reasonable precautions to prevent disclosure of the Confidential Information to unauthorized
persons or entities, other than is required to be disclosed by law or by any court, administrative
agency, or arbitration panel.
(c) RETURN ALL MATERIALS. Upon termination of Executives employment or engagement
by the Company for any reason whatsoever, or earlier if requested by the Company, Executive shall
deliver to the Company all tangible materials relating to, but not limited to, the Confidential
Information and any other information regarding the Company, including any documentation, records,
listings, notes, data, sketches, drawings, memoranda, models, accounts, reference materials,
samples, machine-readable media and equipment which in any way relate to the Confidential
Information and shall not retain any copies of any of the above materials.
ARTICLE VI
MISCELLANEOUS
6.1 DEFINITIONS. For purposes of this Agreement, the following terms shall have the
following meanings:
(a) Across the Board Reduction as defined in Section 2.1;
(b) Accrued Base Salary as defined in Section 4.1(a);
(c) Accrued Benefits as defined in Section 4.1(d);
(d) Accrued Reimbursable Expenses as defined in u;
(e) Accrued Vacation Payment as defined in Section 4.1(b);
(f) Base Salary as defined in Section 2.1;
(g) Board shall mean the Board of Directors of the Company;
- 12 -
(h) Cause shall mean the occurrence of any of the following:
(i) Executives willful misconduct with respect to the Companys business
which results in a material detriment to the Company;
(ii) Executive is convicted of, or enters a plea of nolo contendere with
respect to, a felony offense; or
(iii) the continued failure or refusal by Executive, other than by reason of
Executives disability, to perform the duties required of him by this Agreement, which
failure or refusal is material and is not cured within 45 days following receipt by
Executive of written notice from the Board specifying the factors or events constituting
such failure or refusal, except that, as to any failure or refusal that is curable but
cannot reasonably be cured within such 45-day period, no Cause shall be deemed to have
occurred unless Executive fails to take reasonable steps to cure such failure or refusal
within such 45-day period, and furthermore, no failure of Executive to satisfy any goals,
forecasts, or other financial or business criteria established by the Company, standing
alone, shall constitute Cause.
(i) Change of Control shall mean and shall be deemed to have occurred if:
(i) After the date of this Agreement, any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or any successor provision), or any other persons who the Board of
Directors determines in good faith is acting as a group, becomes the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act or any successor provision)
directly or indirectly of securities of the Company representing 30% or more of the
combined voting power of the Companys then outstanding securities ordinarily having the
right to vote at an election of directors;
(ii) Individuals who, as of the date of this Agreement, constitute the Board
(the Incumbent Board) cease for any reason to constitute at least 60% of the members of
the Board, except that any person who becomes a member of the Board subsequent to the date
of this Agreement whose election, or nomination for election by the Companys stockholders
was approved by a vote of at least 60% of the members then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption of office
is in connection with an actual or threatened election contest relating to the election of
directors of the Company) shall be, for purposes of this Agreement, considered as though
such person were a member of the Incumbent Board; or
(iii) Consummation of
|
(A) |
|
a reorganization, merger,
consolidation, or sale or other disposition of all or
substantially all of the assets of the Company, in each case,
with or to a corporation or other person or entity |
|
(1) |
|
of
which persons who were the holders of each class of
the Companys capital stock immediately prior to
such transaction do not receive voting securities,
as a result of their ownership of such capital
stock immediately prior to such transaction, that
constitute both |
|
(x) |
|
more than 51% of each class of capital
stock and |
- 13 -
|
(y) |
|
more than 51% of the combined voting
power of the outstanding voting securities
entitled to vote generally in the election of
directors of the reorganized, merged,
consolidated or purchasing corporation (or in
the case of a non-corporate person or entity,
functionally equivalent voting power), or |
|
(2) |
|
80% of
the members of the Board of which corporation (or
functional equivalent in the case of a
non-corporate person or entity) were not members of
the Incumbent Board at the time of the execution of
the initial agreement providing for such
reorganization, merger, consolidation or sale; |
|
(B) |
|
the sale or other
disposition of any material route system operated by the
Company or any subsidiary (regardless of how such sale or
disposition is effected); for this purpose a route system is
material if the gross revenues attributable to such route
system exceed or would exceed 50% of the Companys gross
revenues on a consolidated basis or if the gross profits
reasonably attributable to such route system exceed or would
exceed 50% of the gross profits of the Company on a
consolidated basis, either |
(x) for the fiscal year of the Company immediately prior to
the sale or disposition or
(y) based on reasonable projections, for the fiscal year in
which the sale or disposition occurs; or
|
(C) |
|
a liquidation or
dissolution of the Company. |
(j) Confidential Information as defined in Section 5.1;
(k) Continued Benefits as defined in Section 4.3(g);
(l) Expiration Date as defined in Section 1.3;
(m) Good Reason shall mean the occurrence of any of the following:
(i) Any change by the Company in Executives title, or any significant
diminishment in Executives function, duties or responsibilities from those associated with
his functions, duties or responsibilities as of December 31, 2005;
(ii) Any material breach of this Agreement or any other agreement between
the Company and Executive (and for purposes of this Agreement, any default by the Company
to make any payment or to provide any fringe benefit shall be considered material) which
remains uncured for a period of 10 days after Executive gives the Company notice of such
breach specifying in reasonable detail the event(s) constituting such breach;
(iii) Except with Executives prior written consent, relocation of
Executives principal place of employment to a location greater than 50 miles from Phoenix,
Arizona, or requiring Executive to travel on the Companys business more than is required
by Section 1.4; or
- 14 -
(iv) Other than an Across the Board Reduction, any reduction by the Company
in Executives Base Salary, bonus opportunity or benefits to which Executive is entitled
under this Agreement.
(n) Incentive Bonus as defined in Section 2.2;
(o) Market Price means the officially quoted closing price of the common stock of
the Company, as reported by the principal exchange on which the common stock of the Company is
traded for the date in question. If there are no transactions on such date, the Market Price shall
be determined as of the immediately preceding date on which there were transactions. If no such
prices are reported on such exchange, then Market Price shall mean the average of the high and low
sale prices for the common stock of the Company (or if no sales prices are reported, the average of
the high and low bid prices) as reported by a quotation system of general circulation to brokers
and dealers. If the common stock of the Company is not traded on any exchange or in the
over-the-counter market, the Market Price of the common stock of the Company on any date shall be
determined in good faith by the parties.
(p) Notice of Termination shall mean a notice which shall indicate the specific
termination provision of this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Executives employment under
the provision so indicated. Each Notice of Termination shall be delivered at least 30 days prior to
the effective date of termination;
(q) Prime Rate means the prime rate announced by The Wall Street Journal from time
to time.
(r) Retirement shall mean normal retirement at age 65;
(s) Threshold Bonus shall mean a cash bonus equal to $80,000 (which is based on
the Threshold level of bonus under Bonus Level Fiscal 2006 as set forth in Exhibit A).
(t) Total Disability or Totally Disabled shall mean Executives failure
substantially to perform his duties under this Agreement on a full-time basis for a period
exceeding 180 consecutive days or for periods aggregating more than 180 days during any
twelve-month period as a result of incapacity due to physical or mental illness, or the occurrence
or existence of a condition that would permanently render Executive unable to substantially perform
his duties under this Agreement on a full-time basis. If there is a dispute as to whether Executive
is or was physically or mentally unable to perform his duties under this Agreement, such dispute
shall be submitted for resolution to a licensed physician selected by Executive but subject to the
reasonable approval of the Company. If such a dispute arises, Executive shall submit to such
examinations and shall provide such information as such physician may request, and the
determination of the physician as to Executives physical or mental condition shall be binding and
conclusive.
6.2 KEY MAN INSURANCE. In addition to the insurance policy described in Section
2.5(c), the Company shall have the right, in its sole discretion, to purchase key man insurance
on the life of Executive. The Company shall be the owner and beneficiary of any such policy. If the
Company elects to purchase such a policy, Executive shall take such physical examinations and
supply such information as may be reasonably requested by the insurer.
6.3 SUCCESSORS, BINDING AGREEMENT. This Agreement shall be binding upon and run to
the benefit of the Company, its successors and assigns, and shall inure to the benefit of and be
enforceable by Executives personal or legal representatives, beneficiaries, designees, executors,
administrators, heirs, distributees, devisees and legatees.
- 15 -
6.4 MODIFICATION; NO WAIVER. This Agreement may not be modified or amended except by
an instrument in writing signed by the parties to this Agreement. No term or condition of this
Agreement shall be deemed to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument by the party charged
with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated in such waiver, and each such waiver shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or condition for the future or
as to any other term or condition.
6.5 SEVERABILITY. The covenants and agreements contained in this Agreement are
separate and severable and the invalidity or unenforceability of any one or more of such covenants
or agreements, if not material to the employment arrangement that is the basis for this Agreement,
shall not affect the validity or enforceability of any other covenant or agreement contained in
this Agreement. If, in any judicial proceeding, a court shall refuse to enforce one or more of the
covenants or agreements contained in this Agreement because the duration thereof is too long, or
the scope thereof is too broad, it is expressly agreed between the parties to this Agreement that
such duration or scope shall be deemed reduced to the extent necessary to permit the enforcement of
such covenants or agreements.
6.6 NOTICES. All the notices and other communications required or permitted under
this Agreement shall be in writing and shall be delivered personally or sent by registered or
certified mail, return receipt requested, to the parties to this Agreement at the following
addresses:
If to the Company, to it at:
Mesa Air Group, Inc.
410 North 44th Street, Suite 700
Phoenix, AZ 85008
Attn: Chair of Board of Directors
If Executive, to him at:
5909 East Sanna Street
Paradise Valley, AZ 85253
Notices shall be deemed to have been given and received upon personal delivery or three business
days after having been deposited, if sent by registered or certified mail.
6.7 ASSIGNMENT. This Agreement and any rights under this Agreement shall not be
assignable by either party without the prior written consent of the other party except as otherwise
specifically provided for in this Agreement.
6.8 ENTIRE UNDERSTANDING. This Agreement (together with the Exhibits incorporated as
a part of this Agreement) constitutes the entire understanding between the parties to this
Agreement and no agreement, representation, warranty or covenant has been made by either party
except as expressly set forth in this Agreement.
6.9 EXECUTIVES REPRESENTATIONS. Executive represents and warrants that neither the
execution and delivery of this Agreement nor the performance of his duties under this Agreement
violates the provisions of any other agreement to which he is a party or by which he is bound.
6.10 INTEREST ON PAST DUE AMOUNTS; ATTORNEYS FEES. All amounts under this Agreement
that are not paid when due shall bear interest at the rate of 4% per annum above the Prime Rate,
from the date such payments were due until paid. In addition, any party who breaches this Agreement
shall be obligated to pay the reasonable attorneys fees and costs incurred by the other party in
seeking to enforce the terms of this Agreement.
- 16 -
6.11 GOVERNING LAW. This Agreement shall be construed in accordance with and
governed for all purposes by the laws of the State of Arizona applicable to contracts executed and
wholly performed within such state.
[SIGNATURE PAGES FOLLOW]
- 17 -
This Employment Agreement is entered into as of the date written above.
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MESA AIR GROUP, INC. (Company) |
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By: |
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/s/ Michael Lotz |
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Name: |
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MICHAEL LOTZ |
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Title: |
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President |
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/s/ George Murnane |
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George Murnane III (Executive) |
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- 18 -
EXHIBIT A
MINIMUM INCENTIVE BONUS
INCENTIVE BONUS
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BONUS LEVEL |
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% CHANGE |
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QUARTERLY |
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ANNUAL |
FISCAL 2006(1) |
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IN EPS (2) |
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AMOUNT (3) |
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AMOUNT (4) |
MINIMUM |
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POSITIVE |
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$ |
10,000 |
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$ |
40,000 |
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THRESHOLD |
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5 |
% |
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$ |
20,000 |
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$ |
80,000 |
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TARGET |
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10 |
% |
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$ |
30,000 |
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$ |
120,000 |
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MAXIMUM |
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15 |
% |
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$ |
45,000 |
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$ |
180,000 |
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NOTE 1 FOR EACH FISCAL YEAR ONLY THE % CHANGE IN EPS WILL BE REVIEWED. THE % CHANGE IN EPS WILL
NOT BE GREATER THAN THE INITIAL YEAR.
NOTE 2 EPS IS DEFINED AS GROSS PROFIT/LOSS BEFORE TAXES AND ONE-TIME NON-RECURRING ITEMS DIVIDED
BY BASIC OUTSTANDING SHARES. THESE PERCENTAGES WILL CHANGE ANNUALLY BUT NOT BE GREATER THAN THE
INITIAL YEAR.
NOTE 3 THE QUARTERLY AMOUNT WILL BE PAID FOR EACH OF THE FIRST THREE FISCAL QUARTERS BASED ON THE
10Q FINANCIAL REPORTS FILED WITH THE SEC. THE ANNUAL AMOUNT WILL BE PAID FOR THE FOURTH QUARTER
LESS ANY AMOUNTS PAID FOR THE FIRST THREE QUARTERS BASED ON THE 10K FINANCIAL REPORTS FILED WITH
THE SEC. THESE AMOUNTS WILL NOT BE DECREASED OVER THE TERM OF THE AGREEMENT.
NOTE 4 THESE AMOUNTS WILL NOT BE DECREASED OVER THE TERM OF THE AGREEMENT.
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- 19 -
exv31w1
Exhibit 31.1
MESA AIR GROUP, INC. AND ITS SUBSIDIARIES
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Jonathan G. Ornstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mesa Air Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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/s/ JONATHAN G. ORNSTEIN |
Jonathan G. Ornstein |
Chairman of the Board and Chief Executive Officer |
Mesa Air Group, Inc. |
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Date: May 10, 2006 |
37
exv31w2
Exhibit 31.2
MESA AIR GROUP, INC. AND ITS SUBSIDIARIES
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, George Murnane III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mesa Air Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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/s/ GEORGE MURNANE III |
George Murnane III |
Executive Vice President and Chief Financial Officer |
Mesa Air Group, Inc. |
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Date: May 10, 2006 |
38
exv32w1
Exhibit 32.1
MESA AIR GROUP, INC. AND ITS SUBSIDIARIES
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mesa Air Group, Inc. (the Company) on Form 10-Q for
the period ended March 31, 2006, as filed with the Securities and Exchange Commission on the date
hereof (the Report), I, Jonathan G. Ornstein, Chairman and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. §§ 1350, as adopted pursuant to §§ 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
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By
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/s/ Jonathan G. Ornstein |
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Jonathan G. Ornstein |
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Chairman of the Board and |
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Chief Executive Officer |
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Date: May 10, 2006
39
exv32w2
Exhibit 32.2
MESA AIR GROUP, INC. AND ITS SUBSIDIARIES
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mesa Air Group, Inc. (the Company) on Form 10-Q for
the period ended March 31, 2006, as filed with the Securities and Exchange Commission on the date
hereof (the Report), I, George Murnane III, Executive Vice President and Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. §§ 1350, as adopted pursuant to §§ 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
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By
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/s/ George Murnane III
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George Murnane III |
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Executive Vice President and |
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Chief Financial Officer |
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Date: May 10, 2006
40