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): November 17, 2005

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation) 000-15495
(Commission
File Number) 85-0302351
(IRS Employer
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):

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

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

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

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

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Item 2.02 Results of Operations and Financial Condition

     On November 17, 2005, Mesa Air Group, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended September 30, 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 8.01 Other Events

     On November 17, 2005, the Company issued a press release announcing that its Board of Directors has authorized the Company to repurchase up to an additional ten million shares of its outstanding common stock. The ten million shares subject to the newly authorized repurchase program are in addition to the shares remaining under the prior repurchase programs. The full text of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits.

Exhibit No.	Description
99.1	Press release regarding Earning Release, dated November 17, 2005
99.2	Press release regarding Expanded Stock Repurchase Program, dated November 17, 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: November 18, 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 Record Fiscal 2005 Revenues and Earnings

PHOENIX, November 17, 2005 – Mesa Air Group, Inc. (NASDAQ-MESA) today announced 4th quarter after tax earnings of $15.0 million on operating revenues of $309.1 million. Total operating revenues for the fourth quarter of 2005 increased $49.1 million, or 18.9%, primarily the result of year-over-year increases in our regional jet fleet. Net income and earnings per share for the 4th quarter were $15.0 million and 36 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), respectively, as compared to net income of $10.7 million and 25 cents per share for the same period of fiscal 2004. Pro forma net income for the quarter was $14.7 million, or 35 cents per share. Pro forma net income excluded net investment gains of $0.3 million. This compares to pro forma earnings of $11.5 million, or 27 cents per share for the comparable period of fiscal 2004.

Total Available Seat Miles (ASMs) for the fourth quarter of 2005 increased 10.8% from the fourth quarter of 2004, primarily a result of an increase in the number of regional jets flown from 129 jets as of September 30, 2004 to 144 as of September 30, 2005. During the quarter, the Company took delivery of two 86-seat CRJ-900s for its America West Express operations. At September 30, 2005, Mesa’s fleet of regional jets was comprised of 92 50-seat regional jets, 15 70-seat regional jets and 37 86-seat regional jets (55 at America West, 36 at United, 49 at US Airways and 4 transitioning to Delta). The Company delivered one additional 86-seat regional jet to America West in the first quarter of fiscal 2006. In addition to its regional jet fleet, Mesa operates 38 turboprops, including 16 37-seat DH8-200s (6 at America West and 10 at United) and 22 B1900s (8 at Mesa independent and 14 at US Airways).

Year-to-date net income was $56.9 million on operating revenues of $1.1 billion. Total operating revenues for 2005 increased $239.5 million, or 26.7%, primarily the result of year-over-year increases in our regional jet fleet. Net income and earnings per share for the year were $56.9 million and $1.35 per share, respectively, as compared to net income of $26.3 million and 63 cents per share for 2004. Pro forma net income for the year was $55.1 million, or $1.31 per share. Pro forma net income excluded $1.1 million in net costs to return four non-operating Embraer 120 aircraft to the lessor, a $0.8 million gain on the early return of two Shorts 360 aircraft to the lessor, $0.6 million from a settlement of a dispute with a vendor and net investment gains of $1.4 million. This compares to pro forma earnings of $39.1 million, or 89 cents per share for the comparable period of fiscal 2004.

As of September 30, 2005, the Company’s cash, marketable securities and debt investments were approximately $280.4 million, which includes $8.8 million of restricted cash.

Events during the quarter:

The Company finalized an agreement with AAR Corp. for the sale, management, and repair of certain of its regional jet rotable spare parts. Under the agreement, AAR will purchase approximately $50 million in existing spare parts inventory to support Mesa’s current and future fleet of regional jets. AAR will provide asset management planning and support for Mesa’s spare part operational requirements and will manage the component repairs. The repair portion of this agreement is valued at an estimated $200 million over the life of the 10 year contract.

The Company completed the permanent financing of 15 CRJ-900 regional jets through a sale/leaseback transaction. As a result of this transaction, which is structured as an off-balance sheet operating lease, approximately $400 million in both the asset and related debt were removed from the Company’s balance sheet.

The Company announced its intention to establish an independent inter-island Hawaiian airline with service expected to begin in the 1st quarter of 2006. The airline will be conducted using state-of-the-art new generation regional jets in a high quality, high frequency service, connecting the islands of Hawaii with service to the Hilo, Honolulu, Kona, Lihue and Maui (Kahului) markets. The aircraft will be incremental to Mesa’s current fleet.

Also during the quarter, the Company began the transition of 59 regional jets out of its US Airways operations into operation with United and Delta. The Company began flying in revenue service for Delta on October 1^st and currently has eight aircraft with Delta.

“In spite of a difficult operating environment which led us to make significant changes to our operating plan, the Company posted record revenues and earnings for the year,” said Jonathan Ornstein, Mesa Air Group’s Chairman and Chief Executive Officer. “We believe these results reflect our ability to adapt to a changing environment and would not have been possible without operational flexibility, maintaining our focus on a high quality low cost product and the dedication of our motivated workforce. These attributes will allow us to successfully compete for future growth opportunities as the major airlines continue to restructure. As the fiscal year draws to a close, we would like to thank our airline partners, America West, Delta, Midwest Airlines, United and US Airways; our passengers; our suppliers, vendors and financial partners; our Board of Directors; and, most importantly, all of our people. Working together, we believe the future will continue to provide opportunity and job security to our employees and meaningful financial returns to our shareholders.”

Mesa’s operating statistics for the three months ended September 30,

	2005		2004		Change
Passengers		3,521,246		3,142,052		12.1	%
Available Seat Miles (000s)		2,352,687		2,123,444		10.8	%
Revenue Passenger Miles (000s)		1,694,256		1,564,340		8.3	%
Load Factor %		72.0		73.7	-1.7		pts.
Yield (cents)		18.0		16.6		8.4	%
Revenue per ASM (cents)		12.8		12.2		4.9	%
Operating Cost per ASM (cents) *		11.6		11.0		5.5	%
Operating Cost per ASM, excluding fuel expense (cents) *		7.8		8.0		-0.3	%
Block Hours (000s)		147		114		28.9	%
Average Stage Length (miles)		399		396		0.8	%

* Excluding one-time items

Mesa’s operating statistics for the year ended September 30,

	2005		2004		Change
Passengers		13,088,872		10,239,915		27.8	%
Available Seat Miles (000s)		8,715,749		7,107,684		22.6	%
Revenue Passenger Miles (000s)		6,185,864		5,035,165		22.9	%
Load Factor %		71.0		70.8	0.2		pts.
Yield (cents)		18.2		17.8		2.2	%
Revenue per ASM (cents)		13.0		12.6		3.2	%
Operating Cost per ASM (cents) *		11.6		11.9		-2.5	%
Operating Cost per ASM, excluding fuel expense (cents) *		8.1		9.2		-12.0	%
Block Hours (000s)		571		514		11.1	%
Average Stage Length (miles)		389		390		-0.3	%

* Excluding one-time items

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

	Three Months Ended
	September 30,			September 30,
	2005			2004
Operating revenues:
Passenger	$	300,851		$	252,025
Freight and other		8,219			7,984
Total operating revenues		309,070			260,009
Operating expenses:
Flight operations		82,637			81,403
Fuel		90,522			62,691
Maintenance		50,860			46,116
Aircraft and traffic servicing		16,886			18,472
Promotion and sales		785			1,260
General and administrative		18,218			14,989
Depreciation and amortization		13,357			9,292
Impairment and restructuring charges (credits)		—			(483	)
Total operating expenses		273,265			233,740
Operating income		35,805			26,269
Other income (expense):
Interest expense		(13,977	)		(7,416	)
Interest income		1,059			256
Other income (expense)		1,438			(396	)
Total other income (expense)		(11,480	)		(7,556	)
Income before income taxes		24,325			18,713
Income taxes		9,316			7,992
Net income	$	15,009		$	10,721
Income per common share:
Basic	$	0.52		$	0.35
Diluted	$	0.36		$	0.25
Weighted average shares — basic		28,646			30,884
Weighted average shares — diluted		46,113			48,724
Dilutive interest on convertible debentures included in interest expense (after tax)	$	1,524		$	1,437

	Three Months Ended
	September 30,			September 30,
	2005			2004
PRO FORMA (After tax):
Net income	$	15,009		$	10,721
Reversal of failed merger related costs		—			(232	)
Reversal of restructuring costs		—			(238	)
Tax effects related to executive compensation		—			852
Investment (income) loss		(265	)		380
Pro forma net income	$	14,744		$	11,483
Pro forma income per common share
Basic	$	0.51		$	0.37
Diluted	$	0.35		$	0.27
Weighted average shares — basic		28,646			30,884
Weighted average shares — diluted		46,113			48,724
Dilutive interest on convertible debentures included in interest expense (after tax)	$	1,524		$	1,437

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)

	Year Ended
	September 30,			September 30,
	2005			2004
Operating revenues:
Passenger	$	1,102,550		$	868,415
Freight and other		33,718			28,397
Total operating revenues		1,136,268			896,812
Operating expenses:
Flight operations		319,271			297,521
Fuel		304,256			194,510
Maintenance		198,695			163,463
Aircraft and traffic servicing		68,475			66,223
Promotion and sales		3,906			5,806
General and administrative		69,429			62,035
Depreciation and amortization		44,231			28,001
Impairment and restructuring charges (credits)		(1,257	)		11,895
Total operating expenses		1,007,006			829,454
Operating income		129,262			67,358
Other income (expense):
Interest expense		(44,466	)		(25,063	)
Interest income		2,901			1,163
Other income		4,469			1,723
Total other income (expense)		(37,096	)		(22,177	)
Income before income taxes		92,166			45,181
Income taxes		35,299			18,899
Net income	$	56,867		$	26,282
Income per common share:
Basic	$	1.95		$	0.83
Diluted	$	1.35		$	0.63
Weighted average shares — basic		29,215			31,490
Weighted average shares — diluted		46,559			49,774
Dilutive interest on convertible debentures included in interest expense (after tax)	$	6,097		$	5,027

	Year Ended
	September 30,			September 30,
	2005			2004
PRO FORMA (After tax):
Net income	$	56,867		$	26,282
Embraer 120 lease return costs		1,052			—
Reversal of restructuring costs		(775	)		(238	)
Beech 1900 return costs		—			7,200
Merger related costs		—			1,973
Executive compensation payments, net of change in effective tax rate		—			4,210
Insurance proceeds		(617	)		—
Investment (income) loss		(1,443	)		(341	)
Pro forma net income	$	55,084		$	39,086
Pro forma income per common share
Basic	$	1.89		$	1.24
Diluted	$	1.31		$	0.89
Weighted average shares — basic		29,215			31,490
Weighted average shares — diluted		46,559			49,774
Dilutive interest on convertible debentures included in interest expense (after tax)	$	6,097		$	5,027

*

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 fourth quarter results will be discussed in more detail on November 17, 2005 at 11:00 AM MST (Mountain Standard 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 182 aircraft with over 1,100 daily system departures to 176 cities, 43 states, the District of Columbia, Canada and Mexico. Mesa operates as America West Express, Delta Connection, US Airways Express and United Express under contractual agreements with America West, Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees. Mesa is a member of Regional Aviation Partners and the Regional Aviation Association.

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

EX-99.2

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE

FOR:	Mesa Air Group, Inc.	CONTACT:	Mr. Peter Murnane
	410 N. 44th St., Suite 700		602-685-4010
	Phoenix, AZ 85008

Mesa Air Group Announces Expanded Stock Repurchase Program

PHOENIX, Nov 17, 2005 — Mesa Air Group, Inc. (Nasdaq: MESA) today announced that its Board of Directors has authorized the Company to repurchase up to an additional ten million shares of its outstanding common stock. The Company has purchased approximately eight million shares of common stock under the repurchase programs previously approved by the Board of Directors in December 1999, January 2001, October 2002, October 2004 and April 2005, with approximately one million shares still available for purchase under such prior Board authorizations. The ten million shares subject to the newly authorized repurchase program are in addition to the shares remaining under the prior repurchase programs.

Repurchase of the common stock may be made in the open market, in privately negotiated transactions, or a combination of both. The timing and amounts of any purchases will depend on a variety of factors, including the market price of the common stock, the Company’s liquidity and overall market conditions.

Mesa currently operates 182 aircraft with over 1,100 daily system departures to over 176 cities, 43 states, the District of Columbia, Canada, and Mexico. Mesa operates as America West Express, Delta Connection, US Airways Express and United Express under contractual agreement with America West, Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines. The Company, 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.

For further information regarding this press release please visit our website at http://www.mesa-air.com.