Mesa Air Group Inc. Files 10-K/A Amendment No. 1 for Fiscal Year Ended Sept 30, 2023

TL;DR

<b>Mesa Air Group, Inc. has filed an amendment to its annual report for the fiscal year ending September 30, 2023.</b>

AI Summary

MESA AIR GROUP INC (RJET) filed a Amended Annual Report (10-K/A) with the SEC on February 27, 2024. Mesa Air Group, Inc. filed an Amendment No. 1 to its Form 10-K for the fiscal year ended September 30, 2023. The company is incorporated in Nevada and its principal executive offices are located in Phoenix, Arizona. Mesa Air Group, Inc. is registered under the ticker symbol MESA on the Nasdaq Global Select Market. The filing indicates that the company has been subject to Section 13 or 15(d) filing requirements for the past 90 days. Mesa Air Group, Inc. has submitted electronically every Interactive Data File required for the preceding 12 months.

Why It Matters

For investors and stakeholders tracking MESA AIR GROUP INC, this filing contains several important signals. This amendment suggests potential updates or corrections to the previously filed annual report, which could contain material information for investors. As an accelerated filer, Mesa Air Group's filings are closely watched for financial health and operational status, impacting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — MESA AIR GROUP INC shows moderate risk based on this filing. The company is an accelerated filer, indicating a certain level of financial activity and reporting, but the filing is an amendment, suggesting potential issues or changes that require further scrutiny.

Analyst Insight

Investors should review the specific changes and additions in Amendment No. 1 to the 10-K filing to understand any material updates to Mesa Air Group's financial position or business operations.

Key Numbers

• 2023-09-30 — Fiscal Year End (Reported fiscal year end date)
• 2024-02-27 — Filing Date (Date of the 10-K/A filing)
• 001-38626 — Commission File Number (SEC file number for Mesa Air Group, Inc.)
• 85-0302351 — IRS Number (Employer Identification Number)

Key Players & Entities

• MESA AIR GROUP INC (company) — Filer name
• 001-38626 (other) — Commission file number
• NEVADA (other) — State of incorporation
• 85-0302351 (other) — IRS Employer Identification No.
• 410 NORTH 44TH STREET , SUITE 700 PHOENIX , ARIZONA 85008 (other) — Business address
• MESA (other) — Trading Symbol
• Nasdaq Global Select Market (company) — Name of Exchange
• 20230930 (date) — Fiscal year ended

FAQ

Industry Context

Mesa Air Group operates in the air transportation industry, providing regional flight services.

Regulatory Implications

The company is subject to regulations by the Securities and Exchange Commission (SEC) for its public filings.

What Investors Should Do

1. Review Amendment No. 1 to the 10-K for specific changes and disclosures.
2. Analyze Mesa Air Group's financial performance and operational status based on the amended filing.
3. Monitor future filings for any further updates or significant developments.

Key Dates

• 2023-09-30: Fiscal Year End — The period covered by the annual report.
• 2024-02-27: Filing Date — Date of the 10-K/A filing.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed annual report for the fiscal year ended September 30, 2023.

Key Financial Figures

• $10 billion — . Artist has been involved in more than $10 billion in aviation, debt, equity and lease pla
• $5 billion — e oversees United's operating costs and $5 billion capital budget and manages the business
• $200 million — r a secured term loan facility of up to $200 million (the " Treasury Loan Agreement "). We u
• $195 million — an Agreement "). We ultimately borrowed $195 million under that facility. Under the terms of

Filing Documents

• mesa-20230930.htm (10-K/A) — 1250KB
• mesa-ex31_1.htm (EX-31.1) — 13KB
• mesa-ex31_2.htm (EX-31.2) — 13KB
• mesa-ex32_1.htm (EX-32.1) — 5KB
• mesa-ex32_2.htm (EX-32.2) — 5KB
• 0000950170-24-020518.txt (&nbsp;) — 1645KB
• mesa-20230930.xsd (EX-101.SCH) — 52KB
• mesa-20230930_htm.xml (XML) — 11KB

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance

Executive Compensation

Item 11. Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services PART IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 3 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance Set forth below is the name, age, position and a description of the business experience of each of our executive officers and each of our directors as of September 30, 2023: Directors Ellen N. Artist Age : 67 Director Since : 2011 Committees : Audit Committee Chair; Audit Committee Financial Expert; member of our Nominating; and Corporate Governance Committee Principal Occupation : Principal, ENA Advisors, LLC Experience : Ms. Artist has more than 35 years of experience in aviation finance as a bankruptcy trustee, financial advisor, financial principal and commercial lender. Ms. Artist has served as Principal of ENA Advisors since July 2005. Ms. Artist led the out-of-court restructuring of lease and loan obligations for both Independence Air and American Airlines, Inc. During the course of her career, Ms. Artist has been involved in more than $10 billion in aviation, debt, equity and lease placements. Ms. Artist was formerly a founding partner at both The Seabury Group, LLC, from 1996 to 2002, and Sky Works Capital, LLC, from 2002 to 2005, two investment banking boutiques specializing in aviation activities. Other areas of expertise for Ms. Artist include claims resolution, trust accounting, litigation and interaction with counsel. Ms. Artist is a graduate of Northwestern University with a B.A. in Economics and received an M.B.A. with distinction from New York University specializing in Finance and Accounting. We believe Ms. Artist is qualified to serve on our Board due to her experience in the aviation industry, her financial expertise and general business expertise. Other Directorships : None Mitchell I. Gordon Age : 66 Director Since : 2011 Committees : Member of our Audit and Compensation Committees Principal Occupation : Chief Executive Officer, Edition Capital Partners, LLC & Adgile Media Group, LLC Experience : Mr. Gordon has more than 30 year

Executive Compensation

Item 11. Executive Compensation Compensation Discussion and Analysis The following discussion and analysis should be read in conjunction with "Compensation of Named Executive Officers" and the related tables that follow. In this section, we describe the material components of our executive compensation program for our named executive officers (" NEO's "), whose compensation is set forth in the 2023 Summary Compensation Table and other compensation tables contained herein. The rules regarding disclosure of certain executive compensation in proxy statements and in other filings permitted the omission of this CD&A during the period we were classified as an emerging growth company. We ceased to qualify as an emerging growth company in 2023. Accordingly, the information set forth herein is not directly comparable to the information disclosed in our prior proxy statements. For our 2023 fiscal year, our NEOs were: 9 Jonathan G. Ornstein, our Chairman and CEO Michael J. Lotz, our President and CFO Brian S. Gillman, our Executive Vice President and General Counsel Torque Zubeck, our former CFO (former principal financial officer) Bradford R. Rich, our former Chief Operating Officer Mr. Rich retired in April 2023 and Mr. Zubeck resigned effective September 15, 2023. We have included disclosure herein regarding both individuals despite their departure prior the end of fiscal 2023. In the case of Mr. Zubeck, SEC rules require disclosure of all individuals who served as a principal financial officer of the Company during the fiscal year ended September 30, 2023 (" Fiscal Year 2023 "). Note, also, that until this fiscal year, the Company qualified as an emerging growth company, which permitted disclosure for only three NEOs (including the CEO) and the omission of the formal CD&A. Effective with the filing of the Company's proxy statement for its 2024 annual shareholders meeting, the Company is now required to disclose its three most highly compensated execut

Executive Compensation Philosophy and Objectives

Executive Compensation Philosophy and Objectives The Company's executive compensation policies, as endorsed by the Compensation Committee, are based on the principles that compensation should, to a significant extent, be reflective of the financial performance of the Company, and that a significant portion of executive officers' compensation should be provided through long-term incentives. The Compensation Committee seeks to have compensation of the Company's executive officers set at levels that are sufficiently competitive so that the Company may attract, retain and motivate highly qualified directors and executive officers to contribute to the Company's success. In assessing the overall compensation for executive officers, the Committee will consider the Company's performance, relative shareholder return and industry position, market compensation data, awards given to the Company's executive officers in past years, and the recommendations of third-party consultants. The Company seeks to provide a balanced compensation program consisting of base salaries, cash incentives, equity-based incentives, perquisites and deferred compensation, but to emphasize incentive compens

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