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Organization and Operations | 9 Months Ended
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Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract] |
Organization and Operations |
1. | Organization and Operations
About Mesa Air Group, Inc. Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. ("Mesa" or the "Company") is the holding company of Mesa Airlines, Inc. ("Mesa Airlines"), a regional air carrier providing scheduled flight service to 116 cities in 36 states, the District of Columbia, and Mexico as well as cargo services out of Cincinnati/Northern Kentucky International Airport. As of June 30, 2021, Mesa operated, under the Company’s Capacity Purchase Agreements, Flight Services Agreement or as operational spares, a fleet of 155 aircraft with approximately 470 daily departures and 3,191 employees. Mesa also leases 12 aircraft to a third party. Mesa operates all of its flights on behalf of major partners as either American Eagle, United Express, or DHL Express flights pursuant to the terms of Capacity Purchase Agreements (“CPAs”) entered into with American Airlines, Inc. (“American”) and United Airlines, Inc. (“United”) and a Flight Services Agreement (“FSA”) with DHL Network Operations (USA), Inc. (“DHL”). The financial arrangements between the Company and its major partners involve a revenue-guarantee arrangement whereby the major partner pays fixed-fees for each aircraft under contract, departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time), and reimbursement of certain direct operating expenses in exchange for providing flight services. The major partners also pay certain expenses directly to suppliers, such as fuel, ground operations and landing fees. Under the terms of these capacity purchase agreements, the major partner controls route selection, pricing, and seat inventories, reducing the Company's exposure to fluctuations in passenger traffic, fare levels, and fuel prices. American Capacity Purchase Agreement As of June 30, 2021, the Company operated 45 CRJ-900 aircraft under the American Capacity Purchase Agreement (the “American CPA”). In exchange for providing flight services, we receive a fixed monthly minimum amount per aircraft under contract plus certain additional amounts based upon the number of flights and block hours flown during each month. In addition, we may also receive incentives or incur penalties based upon our operational performance, including controllable on-time departures and controllable completion percentages. American also reimburses us for certain costs on an actual basis, including passenger liability and hull insurance and aircraft property taxes. Other expenses, including fuel and certain landing fees, are directly paid to suppliers by American. In addition, American also provides, at no cost to us, certain ground handling and customer service functions, as well as airport-related facilities and gates at American hubs and cities where we operate. On November 19, 2020, we entered into an Amended and Restated American Capacity Purchase Agreement (the “Amended and Restated American Capacity Purchase Agreement”) which was effective as of January 1, 2021 and amended and restated the Code Share and Revenue Sharing Agreement dated as of March 20, 2001 (as amended, supplemented and modified, the “Existing CPA”), between Mesa Airlines and American. The Amended and Restated American Capacity Purchase Agreement included the following amendments to the Existing CPA:
| • | Extended the CPA for a five-year term, commencing January 1, 2021 to December 31, 2025;
| • | Reduced the number of aircraft operated under the agreement to 40 CRJ-900 aircraft; and
| • | Provided American the option in its sole discretion to withdraw up to: (a) 10 aircraft during calendar year 2021, provided that for the 6-month period ending June 30, 2021, American may only exercise this right if the number of mainline narrow body aircraft in American’s fleet has been reduced by a specified number of aircraft during such period, (b) 5 aircraft during each of calendar years 2022 and 2023, and (c) during the period from January 1, 2024 to July 31, 2024, American can remove the first 20 aircraft to the extent not otherwise removed in 2021 – 2023, and thereafter they have the right to remove the last 20 aircraft.
On December 22, 2020, we entered into Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated American Capacity Purchase Agreement. The amendments in Amendment No. 1 reflect the following:
| • | Addition of CRJ-900 aircraft to the Amended and Restated American Capacity Purchase Agreement (collectively, the “Incremental Aircraft”) in accordance with the following schedule: (i) 3 aircraft, commencing January 5, 2021 to March 3, 2021, and (ii) increasing to a total of 5 aircraft, commencing March 4, 2021. The term of the Incremental Aircraft will be determined by American in its sole discretion.
| • | American’s right, exercisable in its sole discretion, to withdraw any Incremental Aircraft upon 60 days’ prior notice. American may specify one or more dates for the withdrawal of such Incremental Aircraft.
On April 9, 2021, we entered into Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated American Capacity Purchase Agreement. The amendments in Amendment No. 2 reflect the following:
| • | Addition of CRJ-900 aircraft to the American CPA (collectively, the “Incremental Aircraft”) in accordance with the following schedule and as an extension to Amendment No. 1: (i) 5 aircraft, commencing March 4, 2021 to May 5, 2021, and (ii) decreasing to a total of 3 aircraft, commencing May 6, 2021 to June 2, 2021, and (iii) increasing to a total of 5 aircraft commencing on June 3, 2021 until August 17, 2021.
| • | American’s right, exercisable in its sole discretion, to withdraw any Incremental Aircraft upon 60 days’ prior notice. American may specify one or more dates for the withdrawal of such Incremental Aircraft.
On August 9, 2021, we entered into Amendment No. 5 (“Amendment No. 5”) to the Amended and Restated American Capacity Purchase Agreement. The amendments in Amendment No. 5 reflect the following:
| • | Waiver of the operational performance metrics for the month of August 2021. Additionally, the date for calculating operational performance criteria related to defaults is effective September 2021.
| • | Extension of the deadline for completing certain cabin interior and refurbishment requirements as defined in the American CPA to December 31, 2021.
| • | Increase to incentive and penalty compensation in the American CPA, effective beginning in October 2021.
Our Amended and Restated American Capacity Purchase Agreement is subject to termination prior to its expiration, subject to the Company’s right to cure, in various circumstances including:
| • | If either American or the Company become insolvent, file for bankruptcy, or fail to pay the debts as they become due, the non-defaulting party may terminate the agreement;
| • | Failure by the Company or American to perform the covenants, conditions, or provisions of the American Capacity Purchase Agreement, subject to 15 days' notice and cure rights;
| • | If we are required by the FAA or the DOT to suspend operations and we have not resumed operations within three business days, except as a result of an emergency airworthiness directive from the FAA affecting all similarly equipped aircraft, American may terminate the agreement;
| • | If our controllable flight completion factor falls below certain levels for a specified period of time, subject to our right to cure;
| • | Upon the occurrence of a force majeure event (as defined in the Amended and Restated American Capacity Purchase Agreement) that lasts for a specified period of consecutive days and affects our ability to operate scheduled flights, including a future epidemic or pandemic;
| • | If a labor dispute affects our ability to operate over a specified number of days or we operate in violation of any existing American collective bargaining agreement; or
| • | Upon a change in our ownership or control without the written approval of American.
Our Amended and Restated American Capacity Purchase Agreement is also subject to withdrawal rights, providing American with the right and option to withdraw one aircraft, upon each occurrence of the following:
| • | If our controllable flight completion factor (“CCF”) falls below certain levels for a specified period of time;
| • | If our controllable on time departures (“CD0”) fall below certain levels for a specified period of time; or
| • | Failure to meet certain cabin interior and refurbishment requirements.
United Capacity Purchase Agreement As of June 30, 2021, we operated 60 E-175 and 20 E-175LL aircraft for United under the United Capacity Purchase Agreement (the “United CPA”). In exchange for providing the flight services under our United CPA, we receive a fixed monthly minimum amount per aircraft under contract plus certain additional amounts based upon the number of flights and block hours flown and the results of passenger satisfaction surveys. United also reimburses us for certain costs on an actual basis, including property tax per aircraft and passenger liability insurance. Other expenses, including fuel and certain landing fees, are directly paid to suppliers by United. Under our United CPA, United owns 42 of the 60 E-175 and all of the E-175LL aircraft and leases them to us at nominal amounts. United reimburses us on a pass-through basis for all costs related to heavy airframe and engine maintenance, landing gear, auxiliary power units ("APUs") and component maintenance for the 42 United owned E-175 aircraft. On November 26, 2019, we amended and restated our United CPA. The Amended and Restated United CPA included the following amendments:
| • | Addition of 20 new E-175 LL aircraft to be financed by us and operated for a period of twelve (12) years from the aircraft acceptance and in-service date, expiring between November 2032 and June 2033.
| • | Extended the term of the (i) 42 E-175 aircraft leased from United for an additional five (5) years, which now expire between 2024 and 2028, and (ii) 18 E-175 aircraft that we own for an additional five (5) years, which now expire in 2028.
| • | Agreed to lease our CRJ-700 aircraft to another United Express service provider for a term of nine (9) years. We ceased operating our CRJ-700 fleet in February 2021 in connection with the transfer of those aircraft into a lease agreement. The amendment also granted United a right to purchase the leased CRJ-700 aircraft at any point during the nine (9) year lease term for an amount representing the appraised value of the aircraft.
On November 4, 2020, we amended and restated our United CPA. The amendments reflect the following:
| • | Transferred the financing and ownership of the 20 new E-175 LL aircraft to United. The aircraft are leased to the Company at nominal amounts to operate for a period of twelve (12) years from the aircraft acceptance and in-service date, expiring between November 2032 and June 2033. As of June 30, 2021, all 20 E-175LL have been delivered.
Our United CPA is subject to the following termination rights prior to its expiration:
| • | Permits United, subject to certain conditions, including the payment of certain costs tied to aircraft type, to terminate the agreement in its discretion, or remove E-175 aircraft from service, by giving us notice of 90 days or more.
| • | If United elects to terminate our United CPA in its entirety or permanently remove select aircraft from service, we are permitted to return any of the affected E-175 aircraft leased from United at no cost to us.
| • | Commencing five (5) years after the actual in-service date, United has the right to remove the E-175 aircraft from service by giving us notice of 90 days or more, subject to certain conditions, including the payment of certain wind-down expenses plus, if removed prior to the ten (10) year anniversary of the in-service date, certain accelerated margin payments.
DHL Flight Services Agreement On December 20, 2019, the Company entered into a Flight Services Agreement with DHL. Under the terms of this agreement, Mesa operates two Boeing 737-400F aircraft to provide cargo air transportation services to DHL. In exchange for providing such services, the Company receives a fee per block hour with a minimum block hour guarantee. The Company is eligible for a monthly performance bonus or subject to a monthly penalty based on timeliness and completion performance. Ground support including fueling and airport fees are paid directly by DHL. Under our Flight Services Agreement, DHL leases two Boeing 737-400F aircraft and subleases them to us at nominal amounts. DHL reimburses us on a pass-through basis for all costs related to heavy maintenance including C-checks, off- wing engine maintenance and overhauls including LLPs, Landing Gear overhauls and LLPs, thrust reverser overhauls, and APU overhauls and LLPs. Certain items such as fuel, de-icing fluids, landing fees, aircraft ground handling fees, en-route navigation fees and custom fees are paid directly to suppliers by DHL or otherwise reimbursed if incurred by the Company. The Flight Services Agreement expires five (5) years from the commencement date of the first aircraft placed into service, which was in October 2020. DHL has the option to extend the agreement with respect to one or more aircraft for a period of one year with 90 days’ advance written notice. Our DHL Flight Services Agreement is subject to following termination rights prior to its expiration:
| • | At any time after the first anniversary of the commencement date of the first aircraft placed in service with 90 day’s written notice.
| • | Failure to comply with performance standards for three consecutive measurement periods.
| • | DHL may terminate the agreement for a specific aircraft if it is subject to a total loss and the Company does not provide alternate services.

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