Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2025 Results and Provides Update on Proposed Merger with Republic Airways Holdings Inc. Management to Hold Call Following Market Close Today August 13, 2025 PHOENIX, August 13, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) ("Mesa" or the "Company") today reported third quarter fiscal 2025 financial and operating results, as well as provided an update on the proposed merger (the "Merger") with Republic Airways Holdings Inc. ("Republic)". Third Quarter Fis ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 85-0302351 (State or other jurisdiction ...

Core Viewpoint - Lazydays Holdings, Inc. has successfully completed the asset sale of its Mesa, Arizona location to General R.V. Center, Inc., with plans to finalize two additional divestitures in Longmont, Colorado and Fort Pierce, Florida shortly [1][2]. Group 1: Company Overview - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences [3]. - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a comprehensive range of accessories, positioning itself as a go-to destination for RV enthusiasts [4]. Group 2: General RV Overview - General RV, founded in 1962, is the nation's premier RV dealer, operating over 20 full-service dealerships across multiple states, including its first location in Arizona [5]. - The company has nearly doubled its number of Supercenters nationwide in the past three years, providing a vast selection of RVs and services [2].

Financial Performance - Operating loss for the three months ended December 31, 2024, was $110.8 million, compared to an operating loss of $48.4 million for the same period in 2023, indicating a significant deterioration in financial performance [156]. - Total operating revenue decreased by $15.5 million, or 13.1%, to $103.2 million for the three months ended December 31, 2024, primarily due to a $20.4 million, or 20.2%, decrease in contract revenue [162]. - The number of passengers decreased by 304,556, or 18.9%, to 1,303,614 for the three months ended December 31, 2024, compared to 1,608,170 in the same period of 2023 [162]. - The company reported a net loss of $114.6 million for the three months ended December 31, 2024, compared to a net loss of $57.9 million for the same period in 2023 [180]. Revenue and Expenses - Contract revenue per available seat mile (CRASM) decreased by 6.2% to 9.24 cents for the three months ended December 31, 2024, compared to 9.85 cents in 2023 [158]. - Total operating expenses increased by $46.8 million, or 28.0%, to $214.0 million for the three months ended December 31, 2024, compared to $167.2 million in 2023 [163]. - Flight operations expense decreased by $16.5 million, or 31.9%, to $35.3 million for the three months ended December 31, 2024, primarily due to reduced pilot training expenses and lower pilot wages [163]. - Maintenance expense decreased by $2.1 million, or 4.3%, to $46.5 million for the three months ended December 31, 2024, driven by a decrease in wages [164]. - Total maintenance costs decreased by $2.1 million, or 4.3%, to $46.5 million for the three months ended December 31, 2024, primarily due to a significant reduction in engine overhaul costs [165]. - General and administrative expenses decreased by $2.5 million, or 20.7%, to $9.5 million for the three months ended December 31, 2024, mainly due to lower wages and insurance costs [166]. - Depreciation and amortization expense decreased by $5.3 million, or 40.0%, to $8.0 million for the three months ended December 31, 2024, due to the sale of aircraft [167]. Asset Management - Asset impairment charges increased by $25.3 million, or 62.6%, to $65.7 million for the three months ended December 31, 2024, compared to $40.4 million in 2023 [163]. - The company recorded an asset impairment of $65.7 million for the three months ended December 31, 2024, related to 10 E-175 aircraft [168]. - A loss on the sale of assets of $46.7 million was recorded for the three months ended December 31, 2024, primarily from the sale of eight E-175 aircraft [169]. Cash Flow and Liquidity - During the three months ended December 31, 2024, net cash used in operating activities was $11.6 million, compared to $7.8 million in the same period of 2023 [196][197]. - Net cash provided by investing activities for the three months ended December 31, 2024, totaled $115.8 million, primarily from proceeds of $117.7 million from the sale of aircraft and engines [199]. - Net cash used in financing activities during the three months ended December 31, 2024, was $79.9 million, all of which was for payments on long-term debt and finance leases [201]. - The company has $40.0 million in cash and cash equivalents and $3.0 million in restricted cash as of December 31, 2024 [192]. - As of December 31, 2024, the company has $143.3 million in principal maturity payments on long-term debt due within the next twelve months [185]. Debt and Financing - The company had aggregate federal and state net operating loss carryforwards of approximately $371.7 million and $176.1 million, respectively, as of December 31, 2024 [174]. - The effective tax rate from continuing operations was 1.5% for the three months ended December 31, 2024, compared to -1.5% for the same period in 2023 [172]. - The company entered into a purchase agreement for the sale of 18 E-175 aircraft to United for gross proceeds of $227.7 million, netting $84.7 million after debt retirement [192]. - The company has $145.1 million of variable-rate debt, with a hypothetical 100 basis point change in market interest rates potentially affecting interest expense by approximately $1.5 million in the three months ended December 31, 2024 [208]. - The company had $85.5 million of fixed-rate debt as of December 31, 2024, and a hypothetical 100 basis point change in market interest rates would not impact interest expense or materially affect the fair value of these instruments [209]. - Following the cessation of LIBOR, the company transitioned to SOFR for its debt arrangements, with $145.1 million of borrowings based on SOFR as of December 31, 2024 [210]. Operational Strategy - The company operated a fleet of 60 aircraft with approximately 228 daily departures as of December 31, 2024 [140]. - The company derived $3.9 million in revenues from its FSA with DHL, which terminated in March 2024 [140]. - A three percent (3%) increase in CPA block hour rates was implemented retroactive to January 1, 2025 [183]. - The company has entered into agreements to sell surplus assets, including 23 GE model CF34-8C engines for expected gross proceeds of $16.3 million [183]. - The company is actively seeking arrangements to sell other surplus assets related to the CRJ fleet to reduce debt and optimize operations [187]. - The company is largely sheltered from fuel price volatility due to agreements with major partners that directly supply and pay for fuel [212]. - The company has minimal foreign currency risks related to operating expenses in currencies other than the U.S. dollar, primarily the Canadian dollar, and a 10% change in exchange rates would not materially affect financial results [211].

Core Insights - Mesa Air Group reported its sixth consecutive quarter of positive EBITDA and EBITDAR performance, with an expected block-hour-per-day utilization of 9.8 in the upcoming quarter [3] - The company has transitioned its fleet to exclusively operate 60 E-175 aircraft, following the retirement of the CRJ-900, which it launched in 2003 [3] - The company is focused on closing sales of surplus CRJ assets and repaying debt obligations in preparation for a merger with Republic Airways [3] Financial Performance - Total operating revenues for Q2 2025 were $94.7 million, a decrease of $36.8 million, or 28.0%, compared to $131.6 million in Q2 2024 [4] - Contract revenue fell to $68.4 million, down by $45.4 million, or 39.9%, from $113.8 million in Q2 2024, primarily due to reduced contractual aircraft with United Airlines [4] - Total operating expenses increased to $152.0 million, an increase of $32.1 million, or 27%, compared to Q2 2024, largely due to net losses on asset sales [6] Loss and Adjusted Metrics - The company reported a net loss of $58.6 million, or $(1.42) per diluted share, compared to a net income of $11.7 million, or $0.28 per diluted share, in Q2 2024 [9] - Adjusted net loss for Q2 2025 was $2.9 million, or $(0.07) per diluted share, compared to an adjusted net income of $6.3 million, or $0.15 per diluted share, in Q2 2024 [9] - Adjusted EBITDA for Q2 2025 was $8.3 million, down from $26.8 million in Q2 2024, while adjusted EBITDAR was $9.6 million compared to $28.2 million in the prior year [10] Operational Highlights - The controllable completion factor for United was reported at 99.9% for Q2 2025, consistent with the previous year [11] - The company operated 60 large jets under its capacity purchase agreement with United, comprising 57 E-175s and three CRJ-900s [12] - Mesa's operational metrics showed a decrease in available seat miles by 11.3% and a reduction in block hours by 12.7% compared to Q2 2024 [22] Balance Sheet and Liquidity - As of March 31, 2025, Mesa had $54.1 million in unrestricted cash and cash equivalents, with total debt of $131.7 million, significantly reduced from $400.1 million a year prior [13] - The company paid down $25.6 million in debt during the quarter, primarily from CRJ asset sales [13] - Mesa's total assets were reported at $214.9 million, down from $596.9 million as of September 30, 2024 [20]

Financial Performance - Total operating revenues for Q4 2024 were $115.3 million, an increase of $0.9 million from Q4 2023[5] - Net loss for Q4 2024 was $24.9 million, or $(0.60) per diluted share, compared to a net loss of $28.3 million, or $(0.69) per diluted share, for Q4 2023[8] - Adjusted EBITDAR for Q4 2024 was $18.2 million, compared to an adjusted EBITDAR loss of $2.4 million for Q4 2023[9] - For fiscal full-year 2024, total operating revenues were $476.4 million, a decrease of $21.7 million, or 4.3%, from fiscal full-year 2023[11] - Fiscal full-year 2024 adjusted net loss was $23.0 million, or $(0.56) per diluted share, compared to an adjusted net loss of $79.5 million, or $(2.01) per diluted share, in fiscal full-year 2023[14] - The net loss for the twelve months ended September 30, 2024, was $91,015,000, compared to a net loss of $120,116,000 for the same period in 2023, indicating a 24.2% improvement[23] - GAAP net loss for the fiscal year ended September 30, 2024, was $91.015 million, translating to a loss of $2.21 per diluted share[33] - The adjusted loss for the fiscal year ended September 30, 2024, was $23.045 million, or $0.56 per diluted share, compared to an adjusted loss of $79.472 million, or $2.01 per diluted share, in 2023[33] Operating Expenses - Total operating expenses for Q4 2024 were $132.3 million, a decrease of $2.3 million, or 1.7%, versus Q4 2023[7] - Operating expenses decreased to $132,290,000 for the three months ended September 30, 2024, down from $134,608,000 in 2023, a reduction of 1.7%[23] - Aircraft rent expenses for the fiscal year ended September 30, 2024, were $7.797 million, compared to $6.200 million in 2023, indicating rising operational costs[33] Cash and Assets - As of March 31, 2025, Mesa had $54.1 million in unrestricted cash and cash equivalents[17] - Cash and cash equivalents decreased to $15,621,000 as of September 30, 2024, from $32,940,000 in 2023, a decline of 52.7%[24] - Total assets decreased to $596,858,000 as of September 30, 2024, from $898,467,000 in 2023, a decline of 33.6%[24] - Total current liabilities decreased to $174,458,000 as of September 30, 2024, from $267,906,000 in 2023, a reduction of 34.9%[24] Operational Metrics - The company operated at a 99.88% controllable completion factor for United during Q4 2024, compared to 99.54% in Q4 2023[10] - The controllable completion factor for United was 99.88% for the three months ended September 30, 2024, an increase of 0.3% from 99.54% in 2023[27] - The average number of passengers decreased by 5.4% to 1,435,580 for the three months ended September 30, 2024, compared to 1,517,870 in 2023[27] - The total operating loss for the three months ended September 30, 2024, was $17,033,000, compared to a loss of $20,242,000 in the same period of 2023, reflecting a 15.5% improvement[23] Asset Transactions and Gains - The company completed sales of 18 E-175 aircraft to United for gross proceeds of $227.7 million, with net proceeds of $84.7 million[4] - The company reported a $10.5 million gain on debt forgiveness during the fiscal year ended September 30, 2024[37] - Asset impairment related to held-for-sale assets was $73.7 million for the fiscal year ended September 30, 2024, compared to $50.6 million in 2023, indicating increased asset write-downs[34] - The company experienced a $6.1 million loss on changes in the fair value of investments in equity securities for the fiscal year ended September 30, 2024[35] Non-Recurring Costs - The company incurred $6.0 million in third-party costs associated with non-recurring transactions during the fiscal year ended September 30, 2024[36] - The company reported a $1.2 million non-recurring cost associated with transactions during the three months ended September 30, 2024[32] Adjusted Performance Metrics - Adjusted EBITDA for the fiscal year ended September 30, 2024, was $55.514 million, compared to $24.222 million in the previous year, representing a significant increase[33] - Adjusted EBITDAR for the fiscal year ended September 30, 2024, was $63.311 million, up from $30.422 million in the previous year, reflecting improved operational performance[33]

Part I [Business Overview](index=5&type=section&id=Item%201.%20Business) Mesa Air Group operates as a regional air carrier primarily under a Capacity Purchase Agreement with United Airlines, facing liquidity challenges addressed by strategic asset sales and a pending merger with Republic Airways [General Operations and Partner Agreements](index=5&type=section&id=1.1%20General%20Operations%20and%20Partner%20Agreements) Mesa's operations are primarily driven by its Capacity Purchase Agreement with United, which generated **97%** of FY2024 revenue and is transitioning to an all E-175 fleet by March 2025 - As of September 30, 2024, Mesa operated **67 aircraft** (55 E-175s, 12 CRJ-900s) for United Express; the United CPA accounted for **97% of consolidated contract revenues in FY2024**[14](index=14&type=chunk) - The company wound down its CPA with American Airlines on **April 3, 2023**, and its Flight Services Agreement with DHL on **March 1, 2024**[14](index=14&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - United is exercising its right to remove all CRJ-900 aircraft from the CPA, with the final **12** to be removed by the end of **February 2025**, transitioning Mesa to an all E-175 fleet for United[49](index=49&type=chunk) - Subsequent amendments to the United CPA extended rate increases through **March 2026** and provided for up to **$14.0 million** in reimbursements for pilot training costs related to the E-175 fleet transition[52](index=52&type=chunk)[53](index=53&type=chunk) [Merger with Republic Airways](index=5&type=section&id=1.2%20Merger%20with%20Republic%20Airways) Mesa entered a merger agreement with Republic Airways on April 4, 2025, contingent on approvals and a concurrent Three Party Agreement with United that includes CPA rate increases and asset dispositions - The company entered into a merger agreement with Republic Airways on **April 4, 2025**, with Mesa continuing as the surviving corporation[17](index=17&type=chunk) - A concurrent Three Party Agreement with United and Republic provides for the termination of the current United CPA, asset disposals, and a **3% increase** in CPA block hour rates, retroactive to **January 1, 2025**, subject to the merger's completion[25](index=25&type=chunk)[26](index=26&type=chunk)[32](index=32&type=chunk) - The merger's completion is contingent on several conditions, including shareholder approvals, regulatory clearance (HSR Act), and no material adverse effects on either company[21](index=21&type=chunk) [Liquidity and Going Concern](index=8&type=section&id=1.3%20Liquidity%20and%20Going%20Concern) Mesa reported a **$91.0 million net loss** in FY2024, raising going concern doubts, which management addressed through asset sales, debt restructuring, and CPA rate increases - FY2024 net loss was **$91.0 million**, largely due to a **$73.7 million** impairment expense on held-for-sale assets, raising concerns about the company's ability to fund operations and meet debt obligations[29](index=29&type=chunk) - Management's remediation plan includes significant asset sales, such as **18 E-175 aircraft** to United for **$227.7 million** gross proceeds and **15 CRJ-900 airframes** for **$19.0 million**[33](index=33&type=chunk) - The company obtained waivers for financial covenant defaults related to minimum liquidity requirements under its United Revolving Credit Facility and modifications to its UST Loan covenants[33](index=33&type=chunk)[36](index=36&type=chunk) - As of September 30, 2024, the company has **$50.5 million** in principal debt payments due within twelve months and a **$113.7 million** UST Loan payment due in October 2025[37](index=37&type=chunk) [Aircraft Fleet and Human Capital](index=11&type=section&id=1.4%20Aircraft%20Fleet%20and%20Human%20Capital) As of September 30, 2024, Mesa operated a fleet of **98 aircraft** with **67 active** under the United CPA, employing **1,838 people** with a significant unionized workforce Aircraft Fleet as of September 30, 2024 | Type | Active under CPA | Held for sale | Leased to third party | Unassigned | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | E-175 | 55 | — | — | 5 | 60 | | CRJ-900 | 12 | 24 | — | — | 36 | | CRJ-700 | — | — | 2 | — | 2 | | **Total** | **67** | **24** | **2** | **5** | **98** | - The company employed **1,838 people** as of September 30, 2024, including **596 pilots** and **559 flight attendants**[66](index=66&type=chunk) - Approximately **62.8%** of employees are represented by labor unions (ALPA and AFA), with collective bargaining agreements for both groups becoming amendable in 2022[70](index=70&type=chunk)[71](index=71&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) Mesa faces substantial risks including high dependency on the United CPA, significant debt, labor shortages, competition, and uncertainties related to its pending merger and the utilization of federal Net Operating Losses - **Dependence on United:** The company derives substantially all operating revenue from its CPA with United (**97% in FY2024**); termination or non-renewal of this agreement would have a material adverse effect[98](index=98&type=chunk)[99](index=99&type=chunk) - **Financial Risks:** The company has a significant amount of debt, with approximately **$310.3 million** in total long-term principal balance as of September 30, 2024; failure to comply with debt covenants could lead to acceleration of payments[104](index=104&type=chunk)[110](index=110&type=chunk) - **Labor Risks:** The business is vulnerable to pilot and mechanic shortages, which can increase attrition and labor costs; while recent pay raises have helped, a return to high attrition could negatively impact operations and finances[114](index=114&type=chunk)[115](index=115&type=chunk)[119](index=119&type=chunk) - **Merger Risks:** The merger with Republic is subject to numerous conditions, including shareholder and regulatory approvals, and may not be completed; failure to complete the merger could adversely affect the company[170](index=170&type=chunk)[171](index=171&type=chunk) - **Tax Asset Risks:** The ability to utilize approximately **$511.7 million** in federal Net Operating Loss (NOL) carryforwards may be limited by an "ownership change" under Section 382 of the Internal Revenue Code[148](index=148&type=chunk)[149](index=149&type=chunk) [Cybersecurity](index=39&type=section&id=Item%201C.%20Cybersecurity) Mesa's Board Audit Committee oversees its NIST-based cybersecurity program, which includes technical safeguards and third-party risk management, with no material threats identified as of the report date - The Board's Audit Committee oversees the cybersecurity program, which is integrated into the company's enterprise-wide risk management[184](index=184&type=chunk)[193](index=193&type=chunk) - The cybersecurity strategy includes technical safeguards, incident response plans, third-party risk management, and regular employee training; the company uses third-party firms for periodic assessments[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) - As of the filing date, the company does not believe that risks from cybersecurity threats are reasonably likely to have a material effect on its business, operations, or financial condition[197](index=197&type=chunk) [Properties](index=41&type=section&id=Item%202.%20Properties) As of September 30, 2024, Mesa's active fleet comprised **67 jets** (55 E-175s, 12 CRJ-900s) with a transition to an all E-175 fleet underway, supported by leased corporate and operational facilities Active Aircraft Fleet (as of Sep 30, 2024) | Aircraft Type | Owned | Leased | Total | Passenger Capacity | Average Age (years) | | :--- | :--- | :--- | :--- | :--- | :--- | | E-175 Regional Jet | 18 | 37 | 55 | 70-76 | 8.7 | | CRJ-900 Regional Jet | 7 | 5 | 12 | 76-79 | 18.2 | | CRJ-700 Regional Jet | — | 2 | 2 | 50-70 | 17.4 | - The company leases its corporate headquarters (**33,770 sq. ft.**) and training center (**23,783 sq. ft.**) in Phoenix, AZ, along with hangar and office space in Texas, Kentucky, and Washington D.C.[199](index=199&type=chunk) Part II [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=45&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Mesa's FY2024 saw a **4.3% revenue decrease** to **$476.4 million** and an improved net loss of **$91.0 million**, with management actively addressing persistent liquidity challenges through asset sales and debt restructuring [Results of Operations (FY 2024 vs. FY 2023)](index=53&type=section&id=7.1%20Results%20of%20Operations) In FY2024, total operating revenues decreased **4.3%** to **$476.4 million** due to reduced block hours, while operating expenses decreased **6.9%** to **$542.2 million**, narrowing the operating loss to **$65.8 million** despite increased asset impairment Operating Revenues Comparison (in thousands) | Revenue Type | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Contract | $404,322 | $421,298 | $(16,976) | (4.0)% | | Pass-through and other | $72,087 | $76,767 | $(4,680) | (6.1)% | | **Total operating revenues** | **$476,409** | **$498,065** | **$(21,656)** | **(4.3)%** | Operating Expenses Comparison (in thousands) | Expense Category | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Flight operations | $184,472 | $216,748 | $(32,276) | (14.9)% | | Maintenance | $184,725 | $199,648 | $(14,923) | (7.5)% | | Depreciation and amortization | $40,041 | $60,359 | $(20,318) | (33.7)% | | Asset impairment | $73,709 | $54,343 | $19,366 | 35.6% | | **Total operating expenses** | **$542,229** | **$582,411** | **$(40,182)** | **(6.9)%** | - The effective tax rate was **(0.6)%** in FY2024 compared to **6.9%** in FY2023, with the variance from the statutory rate primarily due to state taxes and changes in the valuation allowance on net operating losses[289](index=289&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=7.2%20Liquidity%20and%20Capital%20Resources) As of September 30, 2024, Mesa held **$15.6 million** in cash, with **$34.2 million** generated from operations and **$169.3 million** from asset sales, while facing significant near-term debt obligations including a **$113.7 million** UST Loan due in October 2025 - As of September 30, 2024, the company had **$15.6 million** in cash and cash equivalents and **$3.0 million** in restricted cash[313](index=313&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $34,244 | $(24,091) | | Net cash provided by investing activities | $148,788 | $142,285 | | Net cash used in financing activities | $(200,474) | $(143,147) | - The company has significant debt, including a **$113.7 million** UST Loan due in a single installment on October 30, 2025; total long-term debt principal (including current portion) was **$310.3 million**[104](index=104&type=chunk)[302](index=302&type=chunk) - The company has **$13.2 million** available for borrowing under its United Revolving Credit Facility as of September 30, 2024[104](index=104&type=chunk) [Critical Accounting Estimates](index=66&type=section&id=7.3%20Critical%20Accounting%20Estimates) Mesa's critical accounting estimates involve significant judgment in lease accounting, revenue recognition under the CPA (including **$123.0 million** in lease revenue for FY2024), long-lived asset impairment assessments, and income tax estimates, particularly the valuation allowance for deferred tax assets - **Revenue Recognition:** The CPA is treated as a single performance obligation (flight services) satisfied over time; a significant portion is deemed lease revenue, totaling **$123.0 million in FY2024**[360](index=360&type=chunk)[362](index=362&type=chunk) - **Property and Equipment Impairment:** The company groups assets at the CPA level for impairment testing; despite operating losses and CRJ-900 removals, no impairment was recorded on the operating fleet as future undiscounted cash flows exceeded carrying value[367](index=367&type=chunk)[370](index=370&type=chunk)[452](index=452&type=chunk) - **Income Taxes:** The company maintains a valuation allowance against deferred tax assets it deems not more-likely-than-not to be realized; the valuation allowance was **$41.6 million** as of September 30, 2024[371](index=371&type=chunk)[548](index=548&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited consolidated financial statements for FY2024 report a **$91.0 million net loss** on **$476.4 million** revenue, with total assets decreasing to **$596.9 million** and stockholders' equity to **$110.2 million**, reflecting significant asset sales and subsequent events like the Republic merger and debt restructuring Consolidated Financial Highlights (in thousands) | Metric | As of/For Year Ended Sep 30, 2024 | As of/For Year Ended Sep 30, 2023 | | :--- | :--- | :--- | | Total Operating Revenues | $476,409 | $498,065 | | Net Loss | $(91,015) | $(120,116) | | Total Assets | $596,858 | $898,467 | | Total Liabilities | $486,616 | $698,431 | | Total Stockholders' Equity | $110,242 | $200,036 | - **Subsequent Events:** After fiscal year-end, the company entered a merger agreement with Republic, agreed to sell **18 E-175s** to United for **$227.7 million** (expecting a **$120.6 million loss** in FY25), received **$4.5 million** in debt forgiveness from United, and obtained crucial debt covenant waivers[570](index=570&type=chunk)[577](index=577&type=chunk)[579](index=579&type=chunk)[580](index=580&type=chunk) - **Assets Held for Sale:** The company recorded a **$73.7 million** impairment charge in FY2024 related to classifying CRJ-900 aircraft, engines, and parts as held for sale[502](index=502&type=chunk) - The company has had three different auditors for the fiscal years presented: Ernst & Young LLP (FY2022), RSM US LLP (FY2023), and Marcum LLP (FY2024)[390](index=390&type=chunk)[397](index=397&type=chunk)[410](index=410&type=chunk) [Controls and Procedures](index=116&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of September 30, 2024, management concluded that disclosure controls and procedures were not effective, yet internal control over financial reporting was effective, with previously identified material weaknesses successfully remediated - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2024[587](index=587&type=chunk) - Despite the issue with disclosure controls, management determined that the company maintained **effective internal control over financial reporting (ICFR)** as of September 30, 2024[591](index=591&type=chunk) - Previously disclosed material weaknesses related to IT controls, debt covenant compliance, and an omitted subsequent event disclosure have been **remediated** as of September 30, 2024[592](index=592&type=chunk)[593](index=593&type=chunk)[596](index=596&type=chunk) Part III [Directors, Executive Officers, Compensation, and Corporate Governance](index=119&type=section&id=Items%2010-14) Information for Items 10 through 14, covering directors, executive officers, compensation, and corporate governance, is incorporated by reference from the company's definitive 2025 Proxy Statement - Information for Part III (Items 10, 11, 12, 13, and 14) is incorporated by reference from the company's 2025 Proxy Statement[602](index=602&type=chunk)[604](index=604&type=chunk)[605](index=605&type=chunk)[606](index=606&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=120&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section details the financial statements, schedules, and exhibits filed with the 10-K, including key agreements, debt waivers, and management certifications - This section contains the consolidated financial statements and a list of all exhibits filed with the 10-K, including material contracts and management compensatory plans[608](index=608&type=chunk)[610](index=610&type=chunk)

Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating Mesa Air Group, Inc. regarding its proposed merger with Republic Airways Holdings Inc. [1] - Under the merger agreement, Mesa shareholders will own between 6% and 12% of the combined company, contingent on Mesa meeting certain pre-closing criteria [1] Group 2 - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm operates from the Empire State Building in New York City [2]

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The news team covers medium and small-cap markets, as well as blue-chip companies, commodities, and broader investment stories [3] - Proactive's content includes insights across various sectors such as biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3] Group 2 - Proactive is committed to adopting technology to enhance workflows and content production [4] - The company utilizes automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [5]

Core Viewpoint - Republic Airways Holdings Inc. and Mesa Air Group, Inc. have announced a definitive agreement to merge, creating a leading publicly-traded regional airline company in an all-stock transaction, with the combined entity expected to be named Republic Airways Holdings Inc. and listed under the ticker symbol "RJET" [1][2][10] Company Overview - Republic Airways has been a significant player in the regional airline sector since 1974, operating a fleet of over 240 Embraer 170/175 aircraft and serving approximately 17.5 million passengers in 2024, with total revenues of around $1.5 billion and net income of approximately $65 million [3][6] - Mesa Air Group, founded in 1982, operates a fleet of 60 Embraer 175 aircraft, providing scheduled passenger service to 89 cities across 40 states and has approximately 1,700 employees [15] Strategic Rationale - The merger is expected to create economies of scale, enhancing operational efficiency and productivity through a larger, unified fleet, which will improve access to capital markets and attract global institutional investors [4][6] - The combined company is projected to generate revenues of approximately $1.9 billion, with adjusted EBITDA exceeding $320 million and pretax margins between 7% to 9%, excluding one-time merger costs [6][10] Management and Governance - The merged entity will be led by Republic's executive leadership team, with a Board of Directors consisting of six existing Republic directors and one independent director from Mesa [7] Transaction Details - Upon completion, Republic shareholders will own 88% of the combined company's common shares, while Mesa shareholders will own between 6% to 12% based on pre-closing criteria [8][10] - The transaction has received unanimous approval from both companies' Boards of Directors and is expected to close in late Q3 or early Q4 of 2025, subject to regulatory and shareholder approvals [10]