TAMPA, Fla., May 23, 2025 /PRNewswire/ -- Lazydays Holdings, Inc. (NASDAQCM: GORV) ("Lazydays" or the "Company") announced today that it has closed on the asset sale of its Mesa, Arizona location to General R.V. Center, Inc. ("General RV"). The companies expect to complete the remaining two divestitures in Longmont, Colorado and Fort Pierce, Florida in the coming weeks. "Introducing General RV to a new state is always exciting, and we have appreciated the collaboration by the Lazydays team to help us achiev ...

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]

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]

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☐ 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 ...

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]

Financial Performance - Total operating revenues for Q3 2024 were $110.8 million, a decrease of $3.9 million, or 3.4%, from $114.7 million in Q3 2023[4] - The net loss for Q3 2024 was $19.9 million, or $(0.48) per diluted share, compared to a net loss of $47.6 million, or $(1.17) per diluted share, in Q3 2023[5] - Adjusted EBITDAR for Q3 2024 was $10.6 million, compared to an adjusted EBITDAR loss of $0.9 million in Q3 2023[6] - GAAP net loss for the three months ended June 30, 2024, was $19,908,000, compared to a net loss of $47,560,000 for the same period in 2023, showing an improvement of approximately 58%[17] - Adjusted EBITDA for the three months ended June 30, 2024, was $8,948,000, compared to a loss of $1,762,000 in the same period of 2023[17] - The average net income per diluted share improved from $(1.17) in June 2023 to $(0.48) in June 2024, reflecting a positive trend[17] Revenue Sources - United Express contract revenue increased by 8.0% year-over-year to $95.6 million, despite a 3.3% decrease in block hours[1] Operating Expenses - Total operating expenses decreased by $35.1 million, or 22.7%, to $119.8 million in Q3 2024, primarily due to a $22.6 million lower asset impairment loss[5] Cash and Debt Management - Mesa ended the June quarter with $16.3 million in unrestricted cash and cash equivalents, and total debt decreased to $366.4 million from $577.5 million a year earlier[8] - Total current assets decreased from $138,586,000 in September 2023 to $84,908,000 in June 2024, a decline of approximately 38.7%[12] - Current liabilities reduced from $267,906,000 in September 2023 to $187,494,000 in June 2024, representing a decrease of about 30%[12] - Long-term debt and finance leases, excluding current portion, decreased from $364,728,000 in September 2023 to $287,749,000 in June 2024, a reduction of about 21%[13] - The company reported a total non-current liabilities decrease from $430,525,000 in September 2023 to $341,984,000 in June 2024, a reduction of approximately 20.5%[13] Operational Efficiency - The controllable completion factor for United was 99.94% in Q3 2024, up from 98.83% in Q3 2023[7] - The controllable completion factor improved to 99.94% in June 2024 from 98.83% in June 2023, an increase of 1.1%[15] Fleet Transition - Mesa has agreed to accelerate the transition to an all E-175 fleet by March 1, 2025, with United reimbursing up to $14 million for associated costs[1] - Mesa's focus for fiscal year 2025 will be on increasing utilization and maintaining operational performance as it transitions to flying all E-175s[3] Stockholder Equity - Total stockholders' equity fell from $200,036,000 in September 2023 to $134,887,000 in June 2024, a decline of approximately 32.5%[14] Capacity Metrics - Available seat miles decreased by 4.0% from 1,002,945,000 in June 2023 to 962,669,000 in June 2024[15]

Financial Performance - For the three months ended June 30, 2024, operating revenues decreased by $3.9 million, or 3.4%, to $110.8 million compared to the same period in 2023 [118]. - Contract revenue increased by $1.2 million, or 1.3%, to $95.6 million, primarily due to an increased United block hour compensation rate [118]. - Pass-through and other revenue decreased by $5.1 million, or 25.3%, to $15.2 million, attributed to a decrease in pass-through maintenance related to the E-175 fleet [118]. - Operating loss for the three months ended June 30, 2024, was $9.0 million, an improvement from a loss of $40.2 million in the same period in 2023 [114]. - Total operating revenue decreased by $22.5 million, or 5.9%, to $361.2 million for the nine months ended June 30, 2024, compared to the same period in 2023 [129]. - Contract revenue decreased by $16.1 million, or 4.9%, to $310.5 million for the nine months ended June 30, 2024, primarily due to reduced block hours flown and fewer aircraft under contract [129]. - Operating loss improved to $48.8 million for the nine months ended June 30, 2024, compared to an operating loss of $64.1 million for the same period in 2023 [125]. - The company reported a net loss of $66.1 million for the nine months ended June 30, 2024, including a non-cash impairment charge of $50.9 million [144]. Operating Expenses - Total operating expenses decreased by $35.1 million, or 22.7%, to $119.8 million for the three months ended June 30, 2024 [119]. - Flight operations expense decreased by $6.1 million, or 11.8%, to $45.5 million, driven by reduced pilot training expenses and lower pilot wages [119]. - Maintenance expense decreased by $6.8 million, or 13.3%, to $44.3 million, primarily due to a decrease in pass-through engine overhaul costs [119]. - General and administrative expense decreased by $1.6 million, or 14.4%, to $9.7 million for the three months ended June 30, 2024, driven by decreases in wages and pass-through insurance costs [121]. - Depreciation and amortization expense decreased by $5.6 million, or 36.5%, to $9.7 million for the three months ended June 30, 2024, due to aircraft being sold or classified as non-depreciable assets [121]. - Total operating expenses decreased by $37.9 million, or 8.5%, to $409.9 million for the nine months ended June 30, 2024, compared to the same period in 2023 [131]. - Total maintenance costs decreased by $8.2 million, or 5.6%, to $137.2 million for the nine months ended June 30, 2024, compared to $145.3 million for the same period in 2023 [134]. - General and administrative expenses decreased by $6.0 million, or 15.5%, to $32.9 million for the nine months ended June 30, 2024, primarily driven by decreases in pass-through property taxes and insurance costs [135]. - Depreciation and amortization expense decreased by $14.2 million, or 30.2%, to $32.8 million for the nine months ended June 30, 2024, due to aircraft being classified as non-depreciable assets held for sale [135]. Asset Management - The total value of assets reclassified to held for sale was $48.5 million, with an impairment recorded of $23.0 million [102]. - Asset impairment of $50.9 million was recorded for the nine months ended June 30, 2024, primarily related to 19 CRJ-900 airframes and 77 GE model CF34-8C engines designated as held for sale [136]. - The company is actively seeking arrangements to sell surplus assets related to the CRJ fleet to reduce debt and optimize operations [146]. - The company expects to close the sale of the final engine by the end of October 2024, with gross proceeds expected to be $0.7 million [145]. Cash Flow and Liquidity - Net cash provided by operating activities for the nine months ended June 30, 2024, was $19.6 million, compared to a net cash used of $13.8 million for the same period in 2023 [153][156]. - Net cash flow provided by investing activities totaled $112.9 million for the nine months ended June 30, 2024, with proceeds from the sale of aircraft and engines totaling $127.1 million [157]. - Net cash used in financing activities was $149.3 million for the nine months ended June 30, 2024, with principal repayments on long-term debt amounting to $235.2 million [159]. - The company has $16.3 million in cash and cash equivalents and $3.0 million in restricted cash as of June 30, 2024 [151]. - The company has $72.8 million in principal maturity payments on long-term debt due within the next twelve months, which will be met through cash on hand and ongoing cash flows [147]. - As of July 16, 2024, the company was not in compliance with a financial covenant related to a minimum liquidity requirement of $15.0 million but reached an agreement with United for a waiver through December 31, 2024 [143]. - The company entered into a Waiver Agreement to address a projected financial covenant default for the fiscal quarter ending June 30, 2024 [145]. Debt and Interest Rate Management - As of June 30, 2024, the company had $230.4 million of variable-rate debt, with a hypothetical 100 basis point change in market interest rates potentially affecting interest expense by approximately $2.3 million [164]. - The company had $136.2 million of fixed-rate debt as of June 30, 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 [164]. - The transition from LIBOR to SOFR for the company's debt arrangements was completed between July 31, 2023, and December 31, 2023, with $160.4 million of borrowings based on SOFR as of June 30, 2024 [166]. - The company does not purchase or hold derivative instruments to protect against interest rate changes [164]. Market and Operational Risks - The company is subject to market risks including interest rate risk and limited commodity price risk related to foreign exchange transactions [163]. - The company has de minimis foreign currency risks related to station operating expenses, primarily in Canadian dollars, with revenue denominated in U.S. dollars [166]. - The company has not had a formal hedging program for foreign currency, and a 10% change in current exchange rates would not materially affect financial results [166]. - The company's agreements largely shelter it from fuel price volatility, as fuel is directly paid and supplied by major partners [166]. - The sensitivity analysis provided does not consider the effects of adverse changes on overall economic activity or additional actions the company may take to mitigate exposure [163]. - There have been no material changes to the critical accounting estimates as explained in the Annual Report for the fiscal year ended September 30, 2023 [162].