þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Mesa Air Group, Inc. 401(k) Plan Financial Statements as of and for the Years Ended September 30, 2007 and 2006, Supplemental Schedule as of September 30, 2007, and Report of Independent Registered Public Accounting Firm |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |||
FINANCIAL STATEMENTS: |
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Statements of Net Assets Available for Benefits as of September 30, 2007 and 2006 |
2 | |||
Statements of Changes in Net Assets Available for Benefits for the Years Ended September 30, 2007 and 2006 |
3 | |||
Notes to Financial Statements for the Years Ended September 30, 2007 and 2006 |
49 | |||
SUPPLEMENTAL SCHEDULE: |
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Form 5500, Schedule H, Part IV, Line 4iSupplemental Schedule of Assets (Held at End of Year) as of September 30, 2007 |
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/s/ DELOITTE & TOUCHE LLP | ||||
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ASSETS | 2007 | 2006 | ||||||
INVESTMENTS: |
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Participant directed: |
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At fair value: |
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Employer stock fund |
$ | 1,245,596 | $ | 2,352,422 | ||||
Mutual funds |
43,488,452 | 35,894,389 | ||||||
Money market fund |
661,453 | 217,056 | ||||||
Group annuity contract Nationwide: |
||||||||
Short Term Indexed Fixed Contract |
2,344,564 | 2,473,789 | ||||||
Uninvested cash |
| 1,242 | ||||||
Participant loans |
1,049,778 | 1,133,549 | ||||||
Total investments |
48,789,843 | 42,072,447 | ||||||
CONTRIBUTIONS RECEIVABLE: |
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Employee |
214,351 | 203,731 | ||||||
Employer |
49,237 | 67,508 | ||||||
Total contributions receivable |
263,588 | 271,239 | ||||||
Total assets |
49,053,431 | 42,343,686 | ||||||
LIABILITIESExcess contributions payable |
287,680 | 151,828 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 48,765,751 | $ | 42,191,858 | ||||
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2007 | 2006 | |||||||
ADDITIONS: |
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Investment income: |
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Dividend income |
$ | 2,888,791 | $ | 1,745,188 | ||||
Interest income |
234,193 | 174,356 | ||||||
Net appreciation in fair value of investments |
2,782,057 | 1,889,551 | ||||||
Total investment income |
5,905,041 | 3,809,095 | ||||||
Contributions: |
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Employee and rollover |
5,499,157 | 5,323,220 | ||||||
Employer |
1,329,563 | 1,223,083 | ||||||
Total contributions |
6,828,720 | 6,546,303 | ||||||
Total additions |
12,733,761 | 10,355,398 | ||||||
DEDUCTIONS: |
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Benefits paid to participants |
6,115,036 | 2,756,973 | ||||||
Loan and withdrawal fees |
44,832 | 34,865 | ||||||
Total deductions |
6,159,868 | 2,791,838 | ||||||
NET INCREASE |
6,573,893 | 7,563,560 | ||||||
NET ASSETS AVAILABLE FOR BENEFITSBeginning of year |
42,191,858 | 34,628,298 | ||||||
NET ASSETS AVAILABLE FOR BENEFITSEnd of year |
$ | 48,765,751 | $ | 42,191,858 | ||||
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1. | DESCRIPTION OF THE PLAN | |
The following description of the Mesa Air Group, Inc. 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. |
a. | GeneralThe Plan is a defined contribution Plan sponsored by Mesa Air Group, Inc. (the Employer). Under the provisions of the Plan, as amended, union and nonunion employees of the Employer and its affiliates, who are at least 21 years of age and have completed one year of service are eligible to participate (the Participants). The Plan is designed to qualify under Section 401(a) and 501(a) of the Internal Revenue Code (the Code or IRC), and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees may elect to allocate their contributions and their share of Employer contributions to various investment options as specified in the Plan. | ||
The most recent changes to the Plan approved during the fiscal year ended September 30, 2007 include a modification to Article II Eligibility Requirements and the addition of Appendix A Testing Elections / Effective Date Addendum. These changes are to be effective January 1, 2008 and had no impact on the Plan Participants during the fiscal 2007 Plan year. | |||
b. | EligibilityEmployees may participate in the Plan at the beginning of the month after they have completed one year of service and have also attained the age of 21. | ||
c. | Contributions and VestingVarious accounts have been established for pretax voluntary employee contributions, forfeitures and earnings or losses from Plan assets. |
| Employee Contribution AccountsEach year, Participants may contribute up to 85% of their pretax annual compensation, as defined in the Plan, subject to certain IRC limitations. | ||
| Employer Contribution AccountsContributions to this account are at the discretion of the Employer. In addition, the Employer may contribute to the Plan a discretionary amount as determined by the Employers Board of Directors as a profit-sharing contribution. Employer profit-sharing discretionary contributions are allocated to eligible active Participants based upon the ratio that each Participants annual compensation bears to the total of all active Participants annual compensation. Employer matching contributions were 30% of Participant contributions up to 10% of eligible compensation for the fiscal Plan year ended September 30, 2007 and for the period from April 15, 2006 to September 30, 2006. From October 1, 2005 to April 14, 2006, Employer matching contributions were 25% of Participant contributions up to 10% of eligible compensation. There were no discretionary contributions in Fiscal 2007 or 2006. | ||
| VestingEmployees are 100% vested in employee deferral contributions and are 20% vested in Employer contribution accounts after two years of service. Vesting subsequently increases 20% per year until the Participant becomes fully vested after six years. Participants also become fully vested upon death, total and permanent disability, or reaching age 65, if still employed by the Employer. |
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| Forfeited Accounts Forfeitures are reallocated and may be used to reduce Employer matching contributions. At September 30, 2007 and 2006, forfeited non vested accounts totaled $122,338 and $104,727, respectively. These accounts will be used to reduce future Employer contributions. During the year ended September 30, 2007 and 2006, Employer contributions were reduced by $105,730 and $71,042, respectively from forfeited non-vested accounts. |
d. | Participant AccountsIndividual accounts are maintained for each Plan Participant. Each Participants account is credited with the Participants contribution, the Employers matching contribution, and allocations of the Employers discretionary contributions and Plan earnings, and charged with withdrawals and an allocation of Plan losses. The Plans earnings and losses are allocated to each Participant in the ratio that each such Participants account balance for each fund bears to the total balance in that fund of all eligible Participants on the date of each such allocation. All contributions are directed by the Participant into his or her choice of investments offered by the Plan. | ||
e. | Investment OptionsAs of September 30, 2007, Participants may direct employee contributions in 1% increments in any of 16 mutual fund investment options offered by the trustee, Nationwide Trust Company FSB (Nationwide or Trustee), the Employer Stock Fund, which is a fund that invests in Mesa Air Group, Inc. common stock, a Nationwide Money Market instrument and the Short Term Indexed Fixed Contract. | ||
The Employer Stock Fund contained approximately 97% common stock in Mesa Air Group, Inc. with 3% cash pending investment at the Plan year end as of September 30, 2007 and 2006. | |||
The Short Term Indexed Fixed Contract is a group annuity contract with Nationwide Life Insurance Company (Nationwide Life). This contract is included in the Statements of Net Assets Available For Benefits at fair value (which approximates contract value). | |||
f. | BenefitsBenefits are available upon retirement, death, disability or termination. Benefits are paid in the form of a lump-sum payment or installments. Participants may withdraw amounts from their account as set forth in the provisions of the Plan document for certain hardship situations. | ||
g. | Participant LoansParticipants may borrow from their accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000, reduced by the highest outstanding loan balance during the preceding 12 months, or 50% of their vested benefits. Loan terms range from one through five years unless funds are used to purchase a primary residence. The loans are secured solely by the vested balance in the Participants account and accrue interest at a fixed rate determined by the Plan Administrator. The rates are generally comparable to those currently available from commercial institutions. Interest rates on existing loans range from 5.25% to 9.25% for both fiscal Plan years ending September 30, 2007 and 2006, respectively. Principal and interest are payable through monthly payroll deductions. | ||
h. | Plan TerminationAlthough it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to prior approval of the Internal Revenue Service and the Department of Labor. Upon complete discontinuance of contributions under the Plan, all Participants rights, as established by the Plan document, are not forfeited as a result of the Plan being terminated. |
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i. | Tax Status The Plan uses a prototype Plan document sponsored by Boyce and Associates, Inc. (Boyce). Boyce received an opinion letter from the Internal Revenue Service (IRS), dated October 29, 2001, which states that the prototype document satisfies the applicable provisions of the IRC. The Plan itself has not received a determination letter from the IRS. However, the Plans management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plans financial statements. |
j. | Uncertainty Regarding the Plan Sponsors Ability Continue as a Going Concern The accompanying financial statements and supplemental schedule have been prepared assuming that the Plan will continue as a going concern. Substantially all of the passenger revenue of Mesa Air Group, Inc. (the Plan Sponsor) is derived from code-share agreements with United Airlines, Inc., US Airways, Inc., and Delta Air Lines, Inc. (Delta). On March 28, 2008, Delta notified the Plan Sponsor of its intent to terminate the Delta Connection Agreement among Delta, the Plan Sponsor, and the Plan Sponsors wholly-owned subsidiary, Freedom Airlines, Inc. The Plan Sponsor vehemently denies there is any basis for terminating the Delta Connection Agreement and intends to vigorously defend its rights thereunder. The Plan Sponsor is currently evaluating alternative plans to continue to operate without the Delta Connection Agreement. The uncertainty regarding the Plan Sponsors ability to continue as a going concern raises substantial doubt about the Plans continuation. Should the Plan be terminated, the Plan would be liquidated subject to the terms of ERISA. The financial statements and supplemental schedule do not include any adjustments that might result from this uncertainty. |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting The accompanying financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles). | ||
Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. | ||
Risks and UncertaintiesThe Plan utilizes various investment instruments, including mutual funds and investment contracts. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the financial statements. | ||
Investment ValuationInvestments are stated at September 30, 2007 and 2006, as follows: Nationwide Short Term Indexed Fixed Contract consists of investments in a fully benefit-responsive group annuity contract and, therefore, has been presented at fair value, which approximates contract value; mutual fund investments are stated at market value based upon quoted market prices as determined by the Plan Trustee; the Employer Stock Fund, which contains Mesa Air Group, Inc. common stock and cash, is valued on a unitized basis, whereby the market value is represented by the quoted price of the common stock of Mesa Air Group, Inc. plus the cash. Purchases and sales of Mesa Air Group, Inc. common stock are recorded on a trade-date basis. Participant loans are valued at the outstanding loan balances. | ||
Income RecognitionDividend income is recorded on the ex-dividend date. Interest income is recorded when earned. | ||
Adoption of new Accounting GuidanceThe financial statements reflect the retroactive adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). As required by the FSP, the statements of net assets available for benefits presents investment contracts at fair value and, if the fair value varies from contract value, would have required an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The statements of changes in net assets available for benefits is presented on a fair value basis and was not affected by the adoption of the FSP. The adoption of this FSP did not impact the amount of net assets available for benefits at September 30, 2007 and 2006. | ||
Administrative ExpensesAll administrative expenses are paid by the Employer. |
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Payment of BenefitsBenefit payments to Participants are recorded upon distribution. Amounts allocated to accounts of Participants who have elected to withdraw from the Plan but have not yet been paid were $0 and $30,125 at September 30, 2007 and 2006, respectively. | ||
Excess Contributions PayableThe Plan is required to return contributions received during the Plan year in excess of the IRC limits back to the contributor. This liability was $287,680 and $151,828 as of September 30, 2007 and 2006, respectively | ||
3. | INVESTMENTS | |
The following is a summary of the Plans investments that exceeded 5% of total net assets available for benefits as of September 30, 2007 and 2006: |
Description | 2007 | 2006 | ||||||
Employer Stock Fund |
$ | 1,245,596 | $ | 2,352,422 | ||||
Mutual Funds: |
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American Funds EuroPacific Fund |
10,163,777 | 7,246,491 | ||||||
Vankamp Growth & Inc Fund A |
6,999,128 | 6,616,976 | ||||||
JPM MidCap Growth Fund |
6,266,839 | 5,434,674 | ||||||
Franklin Capital Growth Fund |
6,052,272 | 5,296,467 | ||||||
Aim Real Estate Fund |
| 2,466,795 | ||||||
Group annuity contractNationwide: |
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Short term indexed fixed contract |
$ | 2,344,564 | $ | 2,473,789 |
During the years ended September 30, 2007 and 2006, the Plans investments (including investments bought and sold, as well as held during the year) appreciated in value as follows: |
2007 | 2006 | |||||||
Nationwide Trust Company FSB: |
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Employer Stock Fund |
$ | (928,906 | ) | $ | 245,983 | |||
Mutual funds |
3,750,986 | 1,643,568 | ||||||
Total |
$ | 2,822,080 | $ | 1,889,551 | ||||
4. | INVESTMENT CONTRACT WITH INSURANCE COMPANY | |
The Short Term Indexed Fixed Contract is a fully benefit-responsive group annuity contract with Nationwide Life. Nationwide Life maintains the contributions in a general account, which is credited with earnings on the underlying investments and charged for Participant withdrawals and administrative expenses. The contract is presented in the financial statements at fair value, which approximates contract value, as reported to the Plan by Nationwide Life. Contract value represents contributions made under the contract, plus earnings, less Participant withdrawals. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The contract has certain restrictions that impact the ability to collect the full contract value, but Plan management believes that the occurrence of events that would cause the plan to transact at less than contract value is not probable. Nationwide Life may not terminate the contract at any amount less than contract value. There are no reserves recorded against the contract value for credit risk of the contract issuer or otherwise. | ||
Nationwide Life is contractually obligated to pay the principal and specified interest rate that is guaranteed to the Plan. The crediting interest rate is based on a formula agreed upon with the issuer, but may not be less than 0%. Such interest rates are reviewed on a quarterly basis for resetting. The crediting rate of contract will track current market yields on a trailing basis. The interest rates were 4.82% and 4.84% at September 30, 2007 and 2006, respectively. The average yield based on annualized earnings for the years ended September 30, 2007 and 2006 was 4.81% and 3.93%, respectively, and was computed by dividing the actual earnings of the contract for the plan year by the fair value of the investments at the beginning of the year. The average yield based on interest rates credited to Participants for the years ended September 30, 2007 and 2006 was 4.77% and 4.13%, respectively, and was computed by dividing the annualized earnings credited to Participants by the fair value of the investments on the same date. |
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The fair value of the investment contract at September 30, 2007 and 2006 was $2,344,564 and $2,473,789, respectively. | ||
5. | ALL EXEMPT PARTY-IN-INTEREST TRANSACTIONS | |
Certain Plan investments are shares of the Employer Stock Fund, which contains shares of Mesa Air Group, Inc. common stock. Therefore, these transactions qualify as exempt party-in-interest transactions. Certain Plan investments are shares of mutual funds and the Short Term Indexed Fixed investment contract managed by Nationwide Life. Nationwide Life is an affiliate of the Trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. | ||
6. | EXCESS CONTRIBUTIONS PAYABLE | |
The Plan failed to pass the Average Deferral Percentage Test (ADP) and the Actual Contribution Percentage Test (ACP) for the fiscal 2007 and 2006 Plan years, with respect to highly compensated employees (HCEs). In order to correct the failure of the ADP and ACP tests for the Plan year, federal law generally requires that corrective distributions be made no later than the end of the following Plan year. | ||
The Plan refunded excess contributions amounting to $151,828 for the 2006 fiscal Plan year prior to September 30, 2007. As of September 30, 2007, the Plan recorded a payable of $287,680 for the excess contributions related to the 2007 fiscal Plan year, which includes $39,810 of investment earnings. The excess contributions and earnings thereon will be refunded to the HCEs in the fiscal 2008 Plan year. | ||
7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
As a result of the excess Participant contributions payable as of September 30, 2007, the following are reconciliations of the financial statements to Form 5500 Annual Return/Report of Employee Benefit Plan to be filed with the IRS (Form 5500). | ||
The reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of September 30, 2007 and 2006 is as follows: |
2007 | 2006 | |||||||
Net assets available for benefits per the financial statements |
$ | 48,765,751 | $ | 42,191,858 | ||||
Excess contributions currently payable |
287,680 | 151,828 | ||||||
Net assets available for benefits per the Form 5500 |
$ | 49,053,431 | $ | 42,343,686 | ||||
The reconciliation of contributions per the financial statements to the Form 5500 for the Plan years ended September 30, 2007 and 2006 is as follows: |
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2007 | 2006 | |||||||
Employee and employer contributions per the financial statements |
$ | 7,059,006 | $ | 6,546,303 | ||||
Less: Prior year excess contribution amounts net of earnings paid in
current year |
(143,439 | ) | | |||||
Add: Excess contribution amounts net of earnings currently payable |
247,870 | 143,439 | ||||||
Net additions |
104,431 | 143,439 | ||||||
Employee and employer contributions per the Form 5500 |
$ | 7,163,437 | $ | 6,689,742 | ||||
The reconciliation of total investment income per the financial statements to the Form 5500 for the years ended September 30, 2007 and 2006 is as follows: |
2007 | 2006 | |||||||
Total investment income per financial statements |
$ | 5,945,064 | $ | 3,809,095 | ||||
Less: Prior year earnings on excess contribution amounts paid in
current year |
(8,389 | ) | | |||||
Add: Earnings on excess contribution amounts currently payable |
39,810 | 8,389 | ||||||
Net additions |
31,421 | 8,389 | ||||||
Total investment income per the Form 5500 |
$ | 5,976,485 | $ | 3,817,484 | ||||
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(a) | (b) | (c) | (d) | (e) | ||||||
Description of Investment | ||||||||||
Identity of Issue, | Including Maturity Date, | |||||||||
Borrower, Lessor or | Rate of Interest, Collateral, | Current | ||||||||
Similar Party | Par or Maturity Value | Cost | Value | |||||||
American Funds EuroPacific Growth Fund |
Mutual Fund | ** | $ | 10,163,777 | ||||||
VanKampen Growth and Income Fund |
Mutual Fund | ** | 6,999,128 | |||||||
JPM Diversified MidCap Growth Fund |
Mutual Fund | ** | 6,266,839 | |||||||
Franklin Capital Growth Fund |
Mutual Fund | ** | 6,052,272 | |||||||
De Am Svcs Fd A |
Mutual Fund | ** | 2,263,797 | |||||||
Fidelity Advisors Leveraged Co Stock Fund |
Mutual Fund | ** | 2,202,956 | |||||||
Evergreen Core Bond Fund |
Mutual Fund | ** | 1,797,644 | |||||||
AIM Real Estate Fund |
Mutual Fund | ** | 1,751,280 | |||||||
Lord Abbett Midcap Value Fund |
Mutual Fund | ** | 1,728,631 | |||||||
American Century Small Cap Value Fund |
Mutual Fund | ** | 971,723 | |||||||
American Century Small Company Fund |
Mutual Fund | ** | 869,830 | |||||||
UBS S & P500 Index Fund |
Mutual Fund | ** | 851,360 | |||||||
PIMCO High Yield Fund |
Mutual Fund | ** | 694,728 | |||||||
Leggmp Smcap Gr A |
Mutual Fund | ** | 444,568 | |||||||
AIM Midcap Core Equity Fund |
Mutual Fund | ** | 306,661 | |||||||
Davis NY Venture Fund |
Mutual Fund | ** | 123,258 | |||||||
* | Mesa Air Group, Inc. Employer Stock Fund |
Mesa Stock Fund | ** | 1,245,596 | ||||||
* | Nationwide Mny Mkt Inst |
Money Market | ** | 661,453 | ||||||
* | Short Term Indexed Fixed Annuity Contract |
Benefit-responsive Investment Contract | ** | 2,344,564 | ||||||
* | Loan Fund |
Maturing from October 2007 to September 2022, with interest rates ranging from 5.25% to 9.25% | ** | 1,049,778 | ||||||
TOTAL INVESTMENTS |
$ | 48,789,843 | ||||||||
* | Indicates party-in-interest to the Plan | |
** | Cost information is not required for participant-directed investments and therefore is not included. |
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