8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2005

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-15495	85-0302351
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

410 North 44th Street, Suite 700
Phoenix, Arizona, 85008

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (602) 685-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Ex-99.1

Item 2.02 Results of Operations and Financial Condition

     On April 26, 2005, Mesa Air Group, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended March 31, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

     The information in this Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Item 9.01 Financial Statements and Exhibits

(c)   Exhibits.

Exhibit No.	Description
99.1	Press release, dated April 26, 2005

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 hereunto duly authorized.

	MESA AIR GROUP, INC.
Date: April 26, 2005	By: /s/ GEORGE MURNANE III
	Name: GEORGE MURNANE III
	Title: Executive Vice President and CFO

EX-99.1

Exhibit 99.1

NEWS RELEASE

     FOR IMMEDIATE RELEASE

FOR:	Mesa Air Group, Inc.	CONTACT:	Peter Murnane
	410 N. 44th St.		602-685-4010
	Phoenix, AZ 85008

Mesa Air Group Reports 2nd Quarter 2005 Earnings

PHOENIX, April 26, 2005 – Mesa Air Group, Inc. (NASDAQ-MESA) today announced 2^nd quarter after tax earnings of $10.8 million on revenues of $263.8 million. Total operating revenues for the second quarter of 2005 increased $54.2 million, or 25.8%, primarily as a result of a 24.6% increase in available seat miles (ASMs). Earnings per share for the 2^nd quarter were 26 cents per share on a diluted basis (all amounts reported herein are after tax and all per share amounts reported hereafter are on a diluted basis) as compared to net income of $1.8 million or 5 cents per share for the same period of fiscal 2004. Pro forma net income for the quarter was $11.9 million, or 28 cents per share. Pro forma net income excluded $0.6 million from a settlement of a dispute with a vendor and net investment losses of $1.6 million. This compares to pro forma earnings of $9.6 million, or 22 cents per share for the comparable period of fiscal 2004.

Total ASMs for the second quarter of 2005 increased 24.6% from the second quarter of 2005, primarily as a result of an increase in the number of regional jets flown from 116 jets as of March 31, 2004 to 136 of March 31, 2005. During the quarter, the Company took delivery of four 86-seat CRJ-900s for our America West flying. These deliveries increased Mesa’s fleet of regional jets to 136 regional jet aircraft, comprised of 92 50-seat regional jets, 15 70-seat regional jets and 29 86-seat regional jets (47 America West, 30 United and 59 US Airways. During the remainder of fiscal 2005, the Company is contractually committed to delivering to America West nine 86-seat regional jets). In addition, Mesa operates 42 turboprops, 16 37-seat DH8-200s (6 America West and 10 United) and 26 B1900s (10 Mesa and 16 US Airways).

As of March 31, 2005, the Company’s cash, marketable securities and debt investments were approximately $255.9 million, including $10.3 million of restricted cash.

“With many thanks for our employees’ contributions, we are pleased to announce our 14th consecutive profitable quarter on a pro forma basis,” said Jonathan Ornstein, Mesa’s Chairman and CEO. “In spite of the good results, we remain cognizant of the challenges faced by our airline partners and remain supportive of their restructuring efforts. As a result, there may be significant changes to our Company’s operations. We believe Mesa’s position as one of the lowest cost operators of regional jet aircraft makes us particularly well suited to face today’s difficult environment.”

Mesa’s operating statistics for the three months ended March 31,

	2005		2004		Change
Passengers		2,897,114		2,169,630		33.5	%
Available Seat Miles (000s)		1,976,122		1,585,606		24.6	%
Revenue passenger miles (000s)		1,376,419		1,059,520		29.9	%
Load Factor %		69.7		66.8	2.9 pts
Yield (cents)		18.0		19.8		-9.1	%
Revenue per ASM (cents)		12.5		13.2		-5.3	%
Operating Cost per ASM (cents) *		11.9		12.0		-0.8	%
Operating Cost per ASM, excluding fuel expense (cents) *		8.6		9.3		-7.5	%
Average Stage Length (miles)		434.8		384.8		13.0	%

     • Excluding one-time items

Mesa’s operating statistics for the six months ended March 31,

	2005		2004		Change
Passengers		6,074,665		4,271,230		42.2	%
Available Seat Miles (000s)		4,010,548		3,042,393		31.8	%
Revenue passenger miles (000s)		2,813,634		2,050,459		37.2	%
Load Factor %		70.2		67.4	2.8pts.
Yield (cents)		18.8		19.4		-3.1	%
Revenue per ASM (cents)		13.2		13.1		0.8	%
Operating Cost per ASM (cents) *		11.7		11.8		-0.8	%
Operating Cost per ASM, excluding fuel expense (cents) *		8.5		9.3		-8.6	%
Stage Length (miles)		384.0		379.6		1.2	%

     • Excluding one-time items

MESA AIR GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended
	March 31,			March 31,
	2005			2004
Operating revenues:
Passenger	$	255,529		$	202,549
Freight and other		8,286			7,115
Total operating revenues		263,815			209,664
Operating expenses:
Flight operations		79,115			73,865
Fuel		65,194			42,768
Maintenance		46,928			37,192
Aircraft and traffic servicing		17,591			16,029
Promotion and sales		815			1,443
General and administrative		15,655			14,925
Depreciation and amortization		10,113			5,417
Impairment and restructuring charges		—			11,317
Total operating expenses		235,411			202,956
Operating income		28,404			6,708
Other income (expense):
Interest expense		(10,194	)		(5,223	)
Interest income		464			393
Other income (expense)		(1,094	)		1,131
Total other income (expense)		(10,824	)		(3,699	)
Income before income taxes		17,581			3,009
Income taxes		6,733			1,240
Net income	$	10,848		$	1,769
Income per common share:
Basic	$	0.37		$	0.06
Diluted	$	0.26		$	0.05
Weighted average shares — basic		29,585			31,741
Weighted average shares — diluted		47,601			32,923
Dilutive interest on convertible debentures included in interest expense (after tax)	$	1,524		$	—

	Three Months Ended
	March 31,			March 31,
	2005			2004
PRO FORMA (After tax):
Net income	$	10,848		$	1,769
Settlement of dispute with vendor		(617	)		—
Beech 1900 return costs		—			6,655
Merger Related Costs		—			(845	)
Executive compensation payments, net of change in effective tax rate		—			2,448
Investment (income) loss		1,645			(411	)
Pro forma net income	$	11,876		$	9,616
Pro forma income per common share
Basic	$	0.40		$	0.30
Diluted	$	0.28		$	0.22
Weighted average shares — basic		29,585			31,741
Weighted average shares — diluted		47,601			49,855
Dilutive interest on convertible debentures included in interest expense (after tax)	$	1,524		$	1,215

To supplement our consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP measures of pro forma net income and pro forma earnings per share, which are adjusted from our GAAP results as shown above. These non-GAAP adjustments are provided to enhance the user’s overall understanding of our current financial performance. We believe the non-GAAP results provide useful information to both management and investors by excluding certain charges and other amounts that we believe are not indicative of our core operating results. These non-GAAP measures are included to provide investors and management with an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations and to provide a more consistent basis for comparison between quarters. In addition, since we have historically reported pro forma results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. These measures are not in accordance with or an alternative for, GAAP and may be different from pro forma measures used by other companies.

Amounts reported above for prior year pro forma earnings per share amounts have been restated to reflect the Company’s adoption of Emerging Issues Task Force Issue Number 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.”

MESA AIR GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

	Six Months Ended
	March 31,			March 31,
	2005			2004
Operating revenues:
Passenger	$	511,917		$	383,872
Freight and other		16,702			13,345
Total operating revenues		528,620			397,217
Operating expenses:
Flight operations		158,339			138,678
Fuel		132,308			78,700
Maintenance		95,534			73,886
Aircraft and traffic servicing		34,368			29,852
Promotion and sales		2,160			3,091
General and administrative		31,188			32,016
Depreciation and amortization		19,286			11,372
Impairment and restructuring charges (credits)		(1,257	)		11,317
Total operating expenses		471,926			378,912
Operating income		56,694			18,305
Other income (expense):
Interest expense		(18,935	)		(10,707	)
Interest income		1,058			610
Other income		1,254			1,834
Total other income (expense)		(16,623	)		(8,263	)
Income before income taxes		40,072			10,042
Income taxes		15,348			4,139
Net income	$	24,724		$	5,903
Income per common share:
Basic	$	0.83		$	0.19
Diluted	$	0.58		$	0.16
Weighted average shares — basic		29,685			31,732
Weighted average shares — diluted		47,644			49,998
Dilutive interest on convertible debentures included in interest expense (after tax)	$	3,049		$	2,176

	Six Months Ended
	March 31,			March 31,
	2005			2004
PRO FORMA (After tax):
Net income	$	24,724		$	5,903
Embraer 120 lease return costs		1,052			—
Reversal of Shorts 360 restructuring costs		(775	)		—
Beech 1900 return costs		—			6,655
Merger related costs		—			2,228
Executive compensation payments, net of change in effective tax rate		—			2,873
Insurance proceeds		(617	)		—
Investment (income) loss		(515	)		(732	)
Pro forma net income	$	23,869		$	16,927
Pro forma income per common share
Basic	$	0.80		$	0.53
Diluted	$	0.56		$	0.38
Weighted average shares — basic		29,685			31,732
Weighted average shares — diluted		47,644			49,998
Dilutive interest on convertible debentures included in interest expense (after tax)	$	3,049		$	2,176

*

To supplement our consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP measures of pro forma net income and pro forma earnings per share, which are adjusted from our GAAP results as shown above. These non-GAAP adjustments are provided to enhance the user’s overall understanding of our current financial performance. We believe the non-GAAP results provide useful information to both management and investors by excluding certain charges and other amounts that we believe are not indicative of our core operating results. These non-GAAP measures are included to provide investors and management with an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations and to provide a more consistent basis for comparison between quarters. In addition, since we have historically reported pro forma results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. These measures are not in accordance with or an alternative for, GAAP and may be different from pro forma measures used by other companies.

Amounts reported above for prior year pro forma earnings per share amounts have been restated to reflect the Company’s adoption of Emerging Issues Task Force Issue Number 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.”

Mesa’s second quarter results will be discussed in more detail on April 26, 2005 at 11:00 AM PDST (Pacific Daylight Savings Time) via teleconference. The live audio Webcast of the call will be available on Mesa’s Web site at www.mesa-air.com. There will also be a replay of the call available beginning approximately one hour after its conclusion at the same Web address.

Mesa currently operates 180 aircraft with over 1,100 daily system departures to 165 cities, 44 states, the District of Columbia, Canada and Mexico. Mesa operates as America West Express, US Airways Express and United Express under contractual agreement with America West, US Airways and United Airlines, respectively, and independently as Mesa Airlines. The Company, which was founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. The Company was named 2005 Regional Airline of the Year by Air Transport World Magazine.

This press release contains various forward-looking statements that are based on management’s beliefs, as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable; it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected. The Company does not intend to update these forward-looking statements prior to its next filing with the Securities and Exchange Commission.

For further information regarding this press release please contact Peter Murnane at 602-685-4010 or peter.murnane@mesa-air.com

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