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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year end September 30, 2005 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _____________________ | ||
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004: |
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EX-23.1 |
ASSETS | 2005 | 2004 | ||||||
INVESTMENTS: |
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Participant directed: |
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At fair value: |
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Employer stock fund |
$ | 3,463,354 | $ | 2,678,996 | ||||
Mutual funds |
27,431,372 | 19,933,862 | ||||||
Money market funds |
32,545 | 31,584 | ||||||
At contract value: |
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Group annuity contractNationwide: |
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Short Term Indexed Fixed Contract |
2,623,724 | 2,689,222 | ||||||
Participant loans |
928,236 | 781,122 | ||||||
Total investments |
34,479,231 | 26,114,786 | ||||||
CONTRIBUTIONS RECEIVABLE: |
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Employee |
187,440 | 143,881 | ||||||
Employer |
36,627 | 27,137 | ||||||
Total contributions receivable |
224,067 | 171,018 | ||||||
Total assets |
34,703,298 | 26,285,804 | ||||||
LIABILITIES |
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EXCESS CONTRIBUTIONS PAYABLE |
75,000 | | ||||||
Total liabilities |
75,000 | | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 34,628,298 | $ | 26,285,804 | ||||
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2005 | 2004 | |||||||
ADDITIONS: |
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Investment income: |
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Dividend income |
$ | 382,743 | $ | 193,889 | ||||
Interest income |
117,998 | 58,235 | ||||||
Net appreciation (depreciation) in fair value of investments |
4,804,160 | (1,035,267 | ) | |||||
Total investment income (loss) |
5,304,901 | (783,143 | ) | |||||
Contributions: |
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Employee and rollover |
4,563,948 | 3,827,233 | ||||||
Employer |
928,250 | 758,929 | ||||||
Total contributions |
5,492,198 | 4,586,162 | ||||||
Total additions |
10,797,099 | 3,803,019 | ||||||
DEDUCTIONS: |
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Benefits paid to participants |
(2,423,808 | ) | (2,964,875 | ) | ||||
Loan and withdrawal fees |
(30,797 | ) | (40,934 | ) | ||||
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS |
8,342,494 | 797,210 | ||||||
NET ASSETS AVAILABLE FOR BENEFITSBeginning of year |
26,285,804 | 25,488,594 | ||||||
NET ASSETS AVAILABLE FOR BENEFITSEnd of year |
$ | 34,628,298 | $ | 26,285,804 | ||||
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1. | DESCRIPTION OF THE PLAN | |
The following description of the Mesa Air Group, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. On March 1, 2004, the Trustee of the Plan was changed from Putnam Fiduciary Trust Company (Putnam) to Nationwide Trust Company FSB (Nationwide). On October 11, 2005, the recordkeeper was changed from E.A. Edberg & Associates to Boyce Associates. | ||
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 21 years of age and have completed one year of service are eligible to participate. The Plan is designed to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code (the Code), 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. | ||
EligibilityEmployees may participate immediately in the Plan if they have completed one year of service and have also attained the age of 21. | ||
Contributions and VestingVarious accounts have been established for pretax voluntary employee contributions, forfeitures, and earnings or losses from Plan assets. Accounts in use and their major provisions are as follows: | ||
Employee Contribution AccountSalary Reduction Contribution Accounts have been established for pretax voluntary employee contributions ranging from 1% to 15% of employee compensation up to the annual deferral limit set by the Code. | ||
Employer Contributions AccountContributions 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 active participants based upon the ratio that each participants annual compensation bears to the total of all active participants annual compensation. In 2005 and 2004, Employer matching contributions were 25% of participant contributions up to 10% of compensation. | ||
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 AccountsForfeitures are reallocated and may be used to reduce Employer matching contributions. At September 30, 2005 and 2004, forfeited nonvested accounts totaled $29,856 and $64,361, respectively. These accounts will be used to reduce future Employer contributions. During the years ended September 30, 2005 and 2004, Employer contributions were reduced by $47,717 and $21,497, respectively, from forfeited nonvested accounts. | ||
Participant AccountsEach participants account is credited with the participants contribution, the Employers matching contribution, an allocation of the Employers discretionary contribution and the Plans earnings. The Employers discretionary profit-sharing contribution is allocated to each participant in the ratio that each such participants basic contribution for the Plan year bears to all basic contributions of all participants. The Plans earnings 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. | ||
Investment OptionsAs of September 30, 2005, participants may direct employee contributions in 1% increments in any of 16 investment options offered by Nationwide, the Employer Stock Fund, which is a fund that invests in Mesa Air Group, Inc. common stock, and the Short Term Indexed Fixed Contract. | ||
At September 30, 2005, the Employer Stock Fund contained approximately 98% common stock in Mesa Air Group, Inc. and 2% cash pending investment. | ||
The Short Term Indexed Fixed Contract is a group annuity contract with Nationwide. This contract is included in the financial statements at contract value (which is equal to fair value). | ||
Voting rights on directed investments will be passed through to participants for all investments. | ||
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. | ||
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. The loans accrue interest at a fixed rate determined by the Plan administrator. The rate will be comparable to those currently available from commercial institutions. Interest rates on existing loans range from 5.25% to 9% as of September 30, 2005. Principal and interest are payable through monthly payroll deductions. At September 30, 2005, there were approximately $79,000 of loans in default. | ||
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 (IRS) and the Department of Labor. Upon complete discontinuance of contributions under the Plan, all employees rights are nonforfeitable. |
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Tax StatusThe Plan uses a prototype plan document sponsored by E.A. Edberg & Associates (Edberg). Edberg received an opinion letter from the IRS, dated August 7, 2001, which states that the prototype document satisfies the applicable provisions of the Code. 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 Code. Therefore, no provision for income tax has been included in the Plans financial statements. |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of AccountingThe accompanying financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America using the accrual basis of accounting. | ||
Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. | ||
Investment ValuationInvestments are stated at September 30, 2005 and 2004, as follows: Nationwide Short Term Indexed Fixed Contract consists of investments in a fully benefit responsive group annuity contract and, therefore, has been presented in the financial statements at 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. 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 are recorded on a trade-date basis. | ||
Participant LoansParticipant loans are valued at cost, which approximates fair value. | ||
Income RecognitionDividends are recorded on the ex-dividend date. Interest is recorded when earned. | ||
Administrative ExpensesAll administrative expenses are paid by the Employer. | ||
Payment of BenefitsBenefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $240,076 and $98,241 at September 30, 2005 and 2004, respectively. | ||
Excess Contributions RefundableThe Plan is required to return contributions received during the Plan year in excess of the Code limits. | ||
ReclassificationCertain amounts in the accompanying 2004 financial statements have been reclassified to conform to the current year presentation. |
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3. | INVESTMENTS | |
The following is a summary of the Plans investments that exceeded 5% of net assets available for benefits as of September 30, 2005 and 2004. |
Description | 2005 | 2004 | ||||||
Employer Stock Fund |
$ | 3,463,354 | $ | 2,678,996 | ||||
Mutual funds: |
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VanKampen Growth and Income Fund |
5,598,267 | 4,501,114 | ||||||
Franklin Capital Growth Fund |
5,067,107 | 4,855,309 | ||||||
American Funds EuroPacific Fund |
4,973,891 | 3,335,442 | ||||||
JPM MidCap Growth Fund |
4,802,668 | 4,128,780 | ||||||
Group annuity contractNationwide: |
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Short Term Indexed Fixed Contract |
2,623,724 | 2,689,222 |
Description | 2005 | 2004 | ||||||
Putnam Fiduciary Trust Company: |
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Employer Stock Fund |
$ | | $ | (1,075,411 | ) | |||
Mutual funds |
| 2,452,685 | ||||||
Nationwide Trust Company FSB: |
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Employer Stock Fund |
1,615,744 | (1,801,192 | ) | |||||
Mutual funds |
3,188,416 | (611,349 | ) | |||||
Total |
$ | 4,804,160 | $ | (1,035,267 | ) | |||
4. | INVESTMENT CONTRACT WITH INSURANCE COMPANY | |
The Plan has a benefit-responsive investment contract with Nationwide Life Insurance Company (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 included in the financial statements at contract value as reported to the Plan by Nationwide Life. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. |
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There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rates were 2.99% and 1.18% at September 30, 2005 and 2004, respectively. Such interest rates are reviewed on a quarterly basis for resetting. The average yield for the year ended September 30, 2005 was 2.36%. | ||
The fair value of the investment contract at September 30, 2005 and 2004, was $2,623,724 and $2,689,222, respectively. |
5. | RELATED-PARTY TRANSACTIONS | |
During the six month period ended March 31, 2004, certain Plan investments were shares of mutual funds managed by Putnam, the trustee of the Plan in those periods as defined in the Plan document. Additionally, certain Plan investments are shares of Mesa Air Group, Inc. common stock. Therefore, these transactions qualify as party-in-interest transactions. |
6. | EXCESS PARTICIPANT CONTRIBUTIONS REFUNDABLE | |
The Plan failed to pass the Average Deferral Percentage (ADP) Test and the Actual Contribution Percentage (ACP) Test for the 2005 and 2004 Plan years, with respect to highly compensated employees. In order to correct the failure of the ADP and ACP Tests for the Plan year, federal law generally required that corrective distributions be made no later than the end of the following Plan year. | ||
The Plan refunded excess contributions amounting to $4,711 for the 2004 Plan year by September 30, 2005. At September 30, 2005, the Plan recorded a payable of $75,000 for the excess contributions related to that Plan year. This will be refunded to the highly compensated employees, and the amount includes approximately $8,745 of investment earnings. |
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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 | |||||
* Mesa Air Group, Inc. Employer Stock Fund
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Company Stock | ** | $ | 3,463,354 | ||||
VanKampen Growth and Income Fund
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Mutual Fund | ** | 5,598,267 | |||||
Franklin Capital Growth Fund
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Mutual Fund | ** | 5,067,107 | |||||
American Funds EuroPacific Fund
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Mutual Fund | ** | 4,973,891 | |||||
JPM MidCap Growth Fund
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Mutual Fund | ** | 4,802,668 | |||||
Evergreen Core Fund
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Mutual Fund | ** | 1,642,254 | |||||
AIM Real Estate Fund
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Mutual Fund | ** | 1,315,478 | |||||
Lord Abbett Midcap Value Fund
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Mutual Fund | ** | 978,195 | |||||
American Century Small Company Fund
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Mutual Fund | ** | 941,078 | |||||
Davis NY Venture Fund
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Mutual Fund | ** | 761,996 | |||||
American Century Small Cap Value Fund
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Mutual Fund | ** | 544,824 | |||||
UBS S & P 500 Index Fund
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Mutual Fund | ** | 313,950 | |||||
PIMCO High Yield Fund
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Mutual Fund | ** | 215,153 | |||||
AIM Midcap Core Equity Fund
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Mutual Fund | ** | 163,102 | |||||
Salbro IS Small Cap Growth Fund
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Mutual Fund | ** | 113,409 | |||||
Gartmore Money Market Fund
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Money Market Fund | ** | 32,545 | |||||
Short Term Indexed Fund
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Group Annuity Contract | ** | 2,623,724 | |||||
Participant loans
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Maturing from October 2005 to February 2020, with interest rates ranging from 5.25% to 9.00% |
** | 928,236 | |||||
TOTAL INVESTMENTS
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$ | 34,479,231 | ||||||
* | Indicates party-in-interest to the Plan | |
** | Not applicableparticipant-directed investment |
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