Mesa Air Group Q3 2025 Earnings Call - Merger with Republic Airways to Reshape Future with Strong Scale and Balance Sheet

Call Moderator, Mesa Air Group: Good day and welcome to the Mesa Air Group fiscal third quarter 2025 earnings call. All participants will be in a listen-only mode, and because of the pendency of the company’s merger, there will not be an opportunity to ask questions on today’s call. I will now turn the call over to the Mesa Investor Relations for a safe harbor statement. Please note that additional legal disclosures will be read at the end of the call following management remarks. Please go ahead.

Investor Relations, Mesa Air Group: Good morning. Before we begin, please note that today’s call contains forward-looking statements, including statements concerning the planned merger with Republic Airways, future revenues, costs, and fleet plans. These statements represent our predictions and expectations of future events, but numerous risks and uncertainties can cause actual results that differ materially from those projected. Information about these risks and uncertainties can be found in our earnings press release issued this morning, as well as our filings with the SEC, including our most recent Form 10-K, Form 10-Q, and the Form S-4 filed on July 10th, 2025, which remains subject to further update and revision. The information we are giving you on the call this morning is as of today’s date, so we undertake no obligation to update the information subsequently. I would now like to turn the conference over to Jonathan Ornstein, Mesa Chairman and CEO. Please go ahead, Jonathan.

Jonathan Ornstein, Chairman and CEO, Mesa Air Group: Thank you and good morning, everyone. Welcome to Mesa’s earnings call for the third fiscal quarter ending June 30, 2025. Today, I’ll provide a very brief summary of our quarterly results, which were filed earlier today, but I want to dedicate the majority of our time to update our planned merger with Republic Airways. As we’ve communicated, we believe the future of our business is best understood by looking at the strengths of the combined company, and I want to provide our investors with a clear database picture of that future. First, I would like to take a moment to thank all of our employees at Mesa for delivering on a great quarter. Your ability to continue to improve our operational performance and passenger net promoter scores, all while preparing the company for a transformative merger, is a testament to your professionalism, hard work, and dedication.

I’m incredibly proud of what you have all accomplished. Looking back on the third quarter, Mesa’s results reflect the final stages of our strategic transition. We are now a single fleet operator of the Embraer 175, a move that has simplified our operations and laid the foundation for improved efficiency. Our last CRJ crews initiated EJET training in March and anticipated to support revenue flying by the end of August. As a result of the efficiency gain from our single fleet strategy and the benefit of being fully staffed since late last year, we saw an increase of daily block hour realization of 15.4% year over year in the third quarter. Turning now to our P&L from the third quarter, total operating revenues in Q3 2025 were $92.8 million, lower by $18 million, or 16.3%, compared to $110.8 million for Q3 2024.

Contract revenue was $69.9 million, lower by $25.7 million, or 26.8%, compared to $95.6 million in Q3 2024. These decreases were driven by the reduction in contractual aircraft with United. In addition, the disposition of certain Embraer 175 aircraft contributed to lower aircraft ownership revenue. Total operating expenses in Q3 2025 were $92.9 million, a decrease of $26.9 million, or 22.4% versus Q3 2024. Compared to Q3 2024, the decrease primarily reflects flight operations expense that was lower by $8.9 million, or 19.6%, due to fewer contracted aircraft and decreases in pilot training costs and depreciation and amortization expense that was lower by $6.4 million, or 65.3%, primarily due to the retirement and sale of CRJ 900 aircraft and engines. The decrease was also driven in part by $7.9 million lower asset impairment expense.

Mesa’s Q3 2025 results reflect net income of $20.9 million, or $0.50 per diluted share, compared to a net loss of $19.9 million, or a loss of $0.48 per diluted share for Q3 2024. Mesa’s Q3 2025 adjusted net loss was $600,000, or a loss of $0.01 per diluted share versus an adjusted net loss of $9.4 million, or a loss of $0.23 per diluted share in Q3 2024. Our near break-even adjusted net loss would have been a profit in the third quarter if not for the continuing costs related to CRJ 900 aircraft and engines that have been agreed upon to be sold but have not yet closed. Mesa’s adjusted EBITDA for Q3 2025 was $6 million, compared to adjusted EBITDA of $8.9 million in Q3 2024. Adjusted EBITDA was $6.1 million for Q3 2025, compared to EBITDA of $10.6 million for Q3 2024.

Mesa ended the June 2025 quarter with $42.5 million in unrestricted cash and cash equivalents. As of June 30, 2025, we had $113.7 million in total debt, secured primarily with aircraft and engines, compared to a balance of $366.4 million as of June 30, 2024, reflecting our significant strides to enhance our balance sheet over the past year. However, it’s important to note that for several reasons, we believe our historical financial performance is not indicative of the trajectory of our new combined entity we are creating. Let me turn to providing you an update on the progress we made on our merger with Republic Airways. We are delighted with this transaction as a result of months of hard work by everyone involved.

As the primary source document for the go forward business, the S-4 filed on July 10th provides a comprehensive look at the strategic rationale and financial strength of the combined airline. Let me remind you that this document remains subject to further review and update and should not be relied upon until declared effective by the SEC. First, let’s talk about scale. For calendar year 2025, the combined company is now expected to have 12-month run rate annual revenue of approximately $1.8 billion-$2 billion. Additionally, for the first six months of calendar year 2025, Republic has generated approximately $169 million in adjusted EBITDA. Mesa generated $14 million in EBITDA over the same six-month period. Together, this is a total of $183 million. Our expectation is that this week we will continue to see strong combined financial performance in the second half of the calendar year.

Moreover, our combination creates a regional airline powerhouse. As of today, the combined companies have a single unified fleet of over 300 Embraer 170 and 175 aircraft. Republic anticipates taking delivery of nine E175 aircraft by the end of December 2025 and has an additional 26 aircraft on order for delivery late in 2026 through early 2028. This enhanced scale will enable more efficient flying, fleet efficiency, crew resource management, and most importantly, utility to our major airline customers. I want to highlight the operational excellence that underpins these numbers. United’s—excuse me—Republic’s Q1 2025 results were very strong, fueled by the fact that the airline is now fully staffed. For the first time since 2019, like Mesa, they are seeing a return to normal block hour production, a key indicator of both operational health and efficiency that would be a hallmark of the combined entity.

As a result, Republic produced $394.8 million and $405.6 million in revenue with adjusted EBITDA of $83.5 million and $85.3 million in Q1 and Q2 2025, respectively. A reconciliation of Republic’s adjusted EBITDA to the most comparable GAAP measure is included in Mesa’s Q3 2025 earnings release. Second, the merger will fundamentally transform Mesa’s existing balance sheet. As part of the transaction, Mesa will not contribute any debt to the combined airline. All of Mesa’s existing secured and unsecured debt facilities will be settled at closing. The pro forma combined company is forecasted to have a strong liquidity position with an excess of $300 million in cash and liquidity. Pro forma net debt is expected to be approximately $800 million. This is a game changer for Mesa, creating a well-capitalized airline and the financial strength to invest in our people, our fleet, and our product like never before.

Third, our revenue model will be completely overhauled. The Mesa business segment will enter into a brand new 10-year capacity purchase agreement with United Airlines upon merger closing, aligning with Republic’s current successful CPA structure. This provides a stable, predictable, and profitable revenue stream for our operation within the larger combined entity. When you combine this enhanced scale, a fortified balance sheet, and a stable long-term revenue model, you get a combined entity that can more effectively compete and favorably compare with the only other public competitor in our business today. We will have the largest fleet of the most preferred regional aircraft in our industry, the Embraer 175, along with the financial strength and operational excellence to be the regional airline of choice for our partners and passengers. I cannot overstate my confidence in the Republic Airways management team.

I’ve had the privilege of getting to know them intimately over the last two years, and they are without a doubt the right team to lead our combined company. In particular, I’d like to recognize Matt Koskal, the President of Republic. I have complete confidence that Matt, who will lead the Mesa integration and the entire Republic team, are poised to take our combined business to new heights. As we enter the second half of the calendar year, we are nearing the finish line on this transaction. Republic Airways has already achieved the necessary approvals from its shareholders, and the waiting period under the HSR Act with respect to filings by Mesa and Republic has expired. We remain on track to close the transaction in the second half of this calendar year, pending the SEC declaring our registration statement effective and approval of Mesa’s shareholders.

In summary, while our third quarter results reflect a company in transition, our future is incredibly bright. The merger with Republic Airways is a transformative opportunity to create a new leader in the regional airline industry, and we’re more confident than ever that this is the right path forward for Mesa and its stakeholders. This concludes our remarks, and the remainder of the call will consist of additional required safe harbor disclosures. Thank you for your time and your continued support.

Thank you. Please note that this earnings call script contains information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as anticipate, estimate, expect, project, plan, intend, believe, may, might, will, should, can, have, likely, and similar expressions are used to identify forward-looking statements. These forward-looking statements are based on the company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements.

These factors include, without limitation, the ability to complete the proposed merger with Republic on the proposed terms or on the anticipated timeline, or at all, including the risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions that consummate the proposed transaction. For additional information about factors that cause actual results to differ materially from those described in the forward-looking statement, please refer to the company’s filings with the SEC, including the risk factors contained in its most recent annual report, in Form 10-K, and the company’s other subsequent filings with the SEC. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether it results in new information, future events, or otherwise, except as required by applicable laws. Participants in the solicitation.

Mesa and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies for Mesa’s stockholders with respect to the merger. Additional information regarding the identity of participants in the solicitation of proxies and description of the direct or indirect interest in the proposed transaction by security holdings or otherwise will be set forth in the proxy statement and other materials we file with the SEC in connection with the proposed transaction when they become available. No offer for solicitation. A registration statement relating to these securities has been filed with the SEC but has not yet become effective.

These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective, and the information in this communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, subscribe for, or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law. No offer for securities shall be made except by means of a prospectus subject to Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Additional information where to find it. This communication relates to a proposed business combination between Mesa and Republic.

In connection with this proposed business combination, on July 10th, 2025, Mesa filed with the SEC a registration statement in Form S-4, Form S-1, containing preliminary proxy statement prospectus of Mesa and other documents related to the proposed transaction. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, Mesa will file with the SEC a definitive proxy statement of prospectus, and a definitive proxy statement prospectus will be mailed to stockholders of Mesa. Investors and security holders of Mesa are urged to read the proxy statement prospectus and other documents that may be filed with the SEC carefully and in their entirety because they will contain important information about the proposed transaction.

Investors and security holders may obtain a free copy of the proxy statement prospectus and other documents when available that Mesa files with the SEC at the SEC’s website at www.sec.gov. In addition, these documents may be obtained from Mesa free of charge by directing requests to www.investor.mesa-air.com. Thank you.

Call Moderator, Mesa Air Group: Thank you. This concludes today’s call.