eastunder
2年前
Mesa Air Group Reports Second Quarter Fiscal 2024 Results
June 18, 2024 07:05 ET
Source: Mesa Air Group, Inc.
PHOENIX, June 18, 2024 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported second quarter fiscal 2024 financial and operating results.
Second Quarter Fiscal 2024 Update:
Total operating revenues of $131.6 million
Pre-tax income of $11.7 million, net income of $11.7 million or $0.28 per diluted share
Adjusted net income1 of $6.3 million2 or $0.15 per diluted share
Adjusted EBITDAR1 of $28.2 million
Flew 99.85% controllable completion factor
Additional Updates:
Closed on additional five engines associated with RASPRO finance lease since June 2024 announcement
Renegotiated operating lease on two CRJ aircraft into a fully amortized buyout lease, reducing payments by $9.5 million over life of lease
“Our second quarter results have begun to demonstrate an improvement in our business and reflect our efforts over the past year-and-a-half to restructure and strengthen our operations, P&L, and balance sheet,” said Jonathan Ornstein, Chairman and CEO. “Given meaningfully improved block-hour rates on our E-175 flying, coupled with our initiatives to eliminate surplus CRJ assets, we achieved our first GAAP and adjusted net profits in 11 quarters, as well as our best adjusted EBITDAR result over that period. Concurrently, Mesa has reduced its total debt by $221.5 million, or 36%, over the past year.
“While we still have work to do as we transition out of our CRJ-900 fleet and build our E-175 flying, we expect to remain cash-flow neutral for the remainder of the fiscal year. With an optimized asset base, our ongoing transition toward higher-margin E-175 flying, and the continued reduction in pilot attrition and strength in our pilot pipeline, we look forward to returning to consistent profitability in the future.”
Second Quarter Fiscal 2024 Details
Total operating revenues in Q2 2024 were $131.6 million, an increase of $9.7 million, or 8.0%, from $121.8 million for Q2 2023. Contract revenue decreased $10.0 million, or 9.7%. These increases were primarily driven by higher E-175 block-hour rates with United Airlines, effective as of October 1, 2023. Mesa recognized the increased rates for Q2 2024, as well as an additional $8.8 million for Q1 2024, in this quarter. Pass-through revenue decreased by $0.3 million, or 1.6%. Mesa’s Q2 2024 results include, per GAAP, the recognition of $7.9 million of previously deferred revenue, versus the deferral of $5.7 million in Q2 2023. The remaining deferred revenue balance of $10.2 million will be recognized as flights are completed over the remaining term of the United contract.
Total operating expenses in Q2 2024 were $119.9 million, a decrease of $28.8 million, or 19.3%, versus Q2 2023. This decrease primarily reflects $14.1 million lower asset impairment losses, $6.7 million lower depreciation and amortization expense, and $5.5 million, or 10.0% lower, flight operations expense, driven by Mesa’s divestiture of surplus CRJ assets.
Mesa’s Q2 2024 results reflect net income of $11.7 million, or $0.28 per diluted share, compared to a net loss of $35.1 million, or $(0.88) per diluted share, for Q2 2023. Mesa’s Q2 2024 adjusted net income was $6.3 million, or $0.15 per diluted share, versus an adjusted net loss of $21.3 million, or $(0.53) per diluted share, in Q2 2023.
Mesa’s adjusted EBITDA1 for Q2 2024 was $26.8 million, compared to adjusted EBITDA of $7.1 million for Q2 2023. Adjusted EBITDAR was $28.2 million for Q2 2024, compared to adjusted EBITDAR of $7.9 million in Q2 2023.
______________________
1 See Reconciliation of GAAP versus non-GAAP Disclosures
2 Adjusted net income primarily excludes $10.5 million gain on debt forgiveness during quarter
Second Quarter Fiscal 2024 Operating Performance
Operationally, the Company reported a controllable completion factor of 99.85% for United during Q2 2024. This is compared to a controllable completion factor of 99.63% for United during Q2 2023. Controllable completion factor excludes cancellations due to weather and air traffic control.
For Q2 2024, approximately 98% of the Company’s total revenue was derived from its contract with United. The Company’s CPA with United provides for 80 large (70/76 seats) jets, comprising a mix of E-175s and CRJ-900s. In Q2 2024, Mesa’s fleet mix comprised 56 E-175s and 24 CRJ-900s.
Balance Sheet and Cash Flow
Mesa ended the March quarter with $18.5 million in unrestricted cash and cash equivalents. As of March 31, 2024, the Company had $400.0 million in total debt, secured primarily with aircraft and engines, compared to a balance of $621.6 million as of March 31, 2023. During the quarter, the Company made $38.8 million of debt payments related to CRJ engine sale transactions, achieved $10.5 million in loan forgiveness from United as a result of operational performance, and had a net reduction of $7.6 million on its line of credit with United. The Company also made $27.1 million in scheduled debt payments.
eastunder
2年前
Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2023 Results
January 26, 2024 09:22 ET
Source: Mesa Air Group, Inc.
https://www.globenewswire.com/news-release/2024/01/26/2817998/0/en/Mesa-Air-Group-Reports-Fourth-Quarter-and-Fiscal-Full-Year-2023-Results.html
PHOENIX, Jan. 26, 2024 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported fourth quarter and fiscal full-year 2023 financial and operating results.
Fiscal Fourth Quarter Financial Update:
Total operating revenues of $114.4 million
Pre-tax loss of $31.3 million, net loss of $28.3 million or $(0.69) per diluted share
Adjusted net loss1 of $26.4 million2 or $(0.64) per diluted share
Developments Subsequent to Fourth Quarter End:
Entered into agreements with United Airlines for amendments to CPA and credit agreements
Increased block-hour rates in CPA projected to generate approximately $63.5 million in incremental revenue over next twelve months
Sold or entered into agreements to sell excess CRJ-900 aircraft and related engines for combined gross proceeds of $198.0 million, which has been and will be used to pay down $174.3 million in debt
Produced December block hours of 46,660, a 5% increase over the September quarter
Jonathan Ornstein, Chairman and CEO, said, “While fiscal 2023 was a difficult year and conditions remain challenging, our recent announcements make us more optimistic for 2024. We expect our improved operating and financial agreements with United will provide Mesa substantial additional revenue and liquidity. The CPA rate increase is especially impactful, as we are seeing improvement in block-hour production. For the December quarter, we increased block hours 5% from the September quarter. Block-hour production is heavily dependent on pilot attrition and hiring, and we remain focused on driving pilot throughput, executing captain upgrades, and holding attrition at stabilized levels.”
Fiscal Fourth Quarter Results:
Total operating revenues in Q4 2023 were $114.4 million, a decrease of $11.3 million, or 9.0%, from $125.6 million for Q4 2022. Contract revenue decreased $16.0 million, or 14.4%. These decreases were primarily driven by a reduction in CRJ-900 block hours and fewer aircraft under contract, partially offset by higher United Airlines block-hour rates for new pilot pay scales. Pass-through revenue, driven by higher pass-through maintenance expense, increased by $4.7 million, or 31.6%. Mesa’s Q4 2023 results include, per GAAP, the recognition of $1.7 million of previously deferred revenue, versus the deferral of $1.3 million in Q4 2022. The remaining deferred revenue balance of $21.0 million will be recognized as flights are completed over the remaining term of the United Airlines contract.
Total operating expenses in Q4 2023 were $134.6 million, a decrease of $127.5 million, or 48.6%, versus Q4 2022, primarily reflecting a $132.3 million asset impairment loss related to Mesa’s CRJ-900 fleet in Q4 2022. Adjusted operating expenses, excluding asset impairment losses, were $131.2 million. This result reflects an $8.4 million increase in maintenance expense to $54.3 million, primarily due to an increase in pass-through c-check expense, and an $8.3 million increase in flight operations expense to $52.0 million, primarily reflecting higher pilot pay scales and increased pilot training. This increase was offset by a $8.3 million decrease in aircraft rent, attributable to the reclassification from operating lease to finance lease for certain CRJ-900s, and a $6.3 million decrease in depreciation and amortization, primarily driven by the lower depreciable base from the CRJ-900 asset impairment charge in Q4 2022.
Mesa’s Q4 2023 results reflect a net loss of $28.3 million, or $(0.69) per diluted share, compared to a net loss of $115.6 million, or $(3.18) per diluted share for Q4 2022. Mesa’s Q4 2023 adjusted net loss1 was $26.4 million, or $(0.64) per diluted share, versus an adjusted net loss of $13.5 million, or $(0.37) per diluted share, in Q4 2022.
Mesa’s Adjusted EBITDA1 for Q4 2023 was a $2.9 million loss, compared to Adjusted EBITDA of $13.8 million for Q4 2022. Adjusted EBITDAR1 was a $2.5 million loss for Q4 2023, compared to Adjusted EBITDAR of $22.4 million in Q4 2022.
Fiscal Fourth Quarter Operating Performance:
Operationally, the Company reported a controllable completion factor of 99.5% for United during Q4 2023. This is compared to a controllable completion factor of 99.7% for United during Q4 2022. This excludes cancellations due to weather and air traffic control.
For Q4 2023, the Company’s on-time performance with 14 minutes for arrivals was 79.5%, compared to 79.0% for Q4 2022.
For Q4 2023, approximately 95.0% of the Company’s total revenue was derived from its contract with United Airlines. The Company’s CPA with United Airlines provides for 80 large (70/76 seats) jets, comprising a mix of E-175s and CRJ-900s. In Q4 2023, Mesa’s fleet mix comprised 54 E-175s and 26 CRJ-900s, as well as four 737 cargo aircraft.
Fiscal Full-Year 2023 Results:
For fiscal full-year 2023, total operating revenues were $498.1 million, a decrease of $32.9 million, or 6.2%, from $531.0 million for fiscal full-year 2022. Contract revenue decreased $57.2 million, or 12%. This was primarily driven by a reduction in block hours and fewer aircraft under contract, partially offset by higher United Airlines block-hour rates for new pilot pay scales. Pass-through revenue, driven by higher pass-through maintenance expense, increased by $24.3 million, or 46.2%. Mesa’s fiscal full-year 2023 results include, per GAAP, the recognition of $3.0 million of previously deferred revenue, versus the recognition of $10.4 million of previously deferred revenue in fiscal full-year 2022.
Total operating expenses in fiscal full-year 2023 were $582.4 million, a decrease of $133.6 million, or 18.7%, versus fiscal full-year 2022, primarily reflecting a $132.3 million asset impairment loss related to Mesa’s CRJ-900 fleet in Q4 2022. Adjusted operating expenses, excluding asset impairment losses, were $528.1 million, 3.0% lower versus $544.2 million in fiscal full-year 2022. This result reflects a $30.8 million decrease in aircraft rent, primarily attributable to the reclassification from operating lease to finance lease for certain CRJ-900s, and a $21.2 million decrease in depreciation and amortization, primarily driven by the lower depreciable base from the CRJ-900 asset impairment charge in Q4 2022. The decrease was partially offset by a $39.7 million increase in flight operations expense to $216.7 million, primarily reflecting higher pilot pay scales and increased pilot training.
Mesa’s fiscal full-year 2023 results reflect a net loss of $120.1 million, or $(3.04) per diluted share, compared to a net loss of $182.7 million, or $(5.06) per diluted share, for fiscal full-year 2022. Mesa’s fiscal full-year 2023 adjusted net loss was $79.5 million, or $(2.01) per diluted share, versus an adjusted net loss of $40.2 million, or $(1.12) per diluted share, in fiscal full-year 2022.
Mesa’s Adjusted EBITDA for fiscal full-year 2023 was $24.2 million, compared to $66.6 million in fiscal full-year 2022. Adjusted EBITDAR was $30.4 million for fiscal full-year 2023, compared to $103.6 million in fiscal full-year 2022.
Balance Sheet and Cash Flow:
Mesa ended the fourth quarter with $32.9 million in unrestricted cash and equivalents. As of September 30, 2023, the Company had $538.3 million in total debt, secured primarily with aircraft and engines. The Company made $19.7 million in scheduled debt payments, $32.5 million of debt payments related to CRJ asset sale transactions, and $4.2 million of finance lease payments in the quarter.
Conference Call Details:
Mesa Air Group will not host a conference call to discuss fourth quarter and full-year 2023 results.
About Mesa Air Group, Inc.
Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 86 cities in 36 states, the District of Columbia, Canada, Cuba, and Mexico as well as cargo services out of Cincinnati/Northern Kentucky International Airport. As of September 30, 2023, Mesa operated a fleet of 80 regional aircraft, with approximately 296 daily departures, and four 737 cargo aircraft. The Company had approximately 2,303 employees. Mesa operates all its flights as either United Express or DHL Express flights pursuant to the terms of a capacity purchase agreement entered into with United Airlines, Inc. and a flight service agreement with DHL.
eastunder
2年前
Mesa 8k discussing the reason for reporting delay
the Company identified an approximately $30 million factual balance sheet misstatement associated with the classification of debt on the condensed consolidated balance sheet as of June 30, 2023.
https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm
Item 4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On January 18, 2023, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management and RSM US LLP (“RSM”), the Company’s independent registered accounting firm for the year ended September 30, 2023, that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended June 30, 2023, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “3rd Quarter 10-Q”) filed with the SEC on August 14, 2023, the earnings release relating to the Company’s financial results as of and for the fiscal quarter ended June 30, 2023 and in reports, related earnings releases, investor presentations or similar communications of the specified financial statements, should no longer be relied upon for the reason discussed below.
Subsequent to the filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and in connection with the preparation of its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Form 10-K”), the Company identified an approximately $30 million factual balance sheet misstatement associated with the classification of debt on the condensed consolidated balance sheet as of June 30, 2023. This error was due to certain debt covenant requirements that were not met under its Second Amended and Restated Credit and Guaranty Agreement dated as of June 30, 2022 (as amended, the “United Credit Agreement”), with United Airlines, Inc. (“United”). The debt covenants consisted of the 12-month rolling consolidated interest and rental coverage ratio covenants for the fiscal period ended June 30, 2023 and September 30, 2023. As a result, the $30 million should have been classified as current debt on the face of the balance sheet as opposed to long-term debt. In addition, the Company incorrectly stated in the going concern disclosures within the footnotes to its condensed consolidated financial statements included in the 3rd Quarter 10-Q that, as of June 30, 2023, the Company was in compliance with all of its debt covenants.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The control deficiency and the Company’s remediation plan with respect to such resulting material weakness will be described in more detail in the 2023 Form 10-K
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with RSM, the Company’s independent registered public accounting firm.
As a result of the foregoing, as soon as practicable, the Company intends to file its Annual Report on Form 10-K for the year ended September 30, 2023. The Company will disclose the nature, timing, and extent of the error as of June 30, 2023 within the 2023 Form 10-K. Accordingly, the Company expects that the balance of approximately $30 million will be classified as long-term debt as of September 30, 2023 when the 2023 Form 10-K is filed.
Except as discussed above, the classification error had no impact on the Company’s cash and cash equivalent balances or total assets for the applicable period, nor any other item on the condensed consolidated balance sheet. It also had no impact on the Company’s condensed consolidated statement of operations, including total operating revenues and operating expenses, net loss, its condensed consolidated statements of cash flows, including total cash flows, or any non-GAAP measure reported.
eastunder
2年前
Mesa Air Group Enters New Agreements with United Airlines for Improved Operating and Financing Terms and Provides Update on CRJ-900 Asset Sale Program
January 18, 2024 16:20 ET
| Source: Mesa Air Group, Inc.
https://www.globenewswire.com/news-release/2024/01/18/2811975/0/en/Mesa-Air-Group-Enters-New-Agreements-with-United-Airlines-for-Improved-Operating-and-Financing-Terms-and-Provides-Update-on-CRJ-900-Asset-Sale-Program.html
PHOENIX, Jan. 18, 2024 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced agreements with United Airlines (“United”) to amend its capacity purchase agreement and certain credit agreements between the parties to significantly improve Mesa’s operating income and liquidity over the next twelve months. The Company also issued an update on its efforts to sell excess CRJ-900 assets to reduce debt and bolster liquidity.
United Agreements Highlights:
Increased block-hour rate in United CPA, retroactive to October 1, 2023 through December 31, 2024, projected to generate approximately $63.5 million in incremental revenue over next twelve months
Extinguishment of $12.6 million of outstanding United bridge loan and revolving credit facility debt in exchange for Mesa’s vested equity investment in privately held Heart Aerospace, originally purchased for $5.0 million; Mesa retains 222,222 unvested “penny” warrants (1) in Heart
Release as collateral of Mesa’s equity investment in Archer Aviation common stock, comprising 2.27 million vested shares and 1.17 million unvested “penny” warrants (1)
(1) Exercisable upon certain conditions
CRJ-900 Asset Sale Program Update:
Since September 2023, Mesa sold or entered into agreements to sell excess CRJ-900 aircraft and related engines for combined gross proceeds of $198.0 million, which has been and will be used to pay down $174.3 million in debt:
Sold 7 CRJ-900 NextGen aircraft for gross proceeds of $71.2 million
Sold 7 remaining of 11 CRJ-900s previously contracted for sale for gross proceeds of $21.0 million
Entered into agreements to sell 15 CRJ-900 airframes and 65 CF34-8C5 engines to various third parties for total gross proceeds of $105.8 million
Jonathan Ornstein, Chairman and CEO, said, “Following exhaustive negotiations over the past year, we reached several agreements with United that will increase rates per block-hour to long-sought market levels and provide additional liquidity. We believe these new agreements, combined with our CRJ-related asset sales, will enable Mesa to generate substantial incremental contract revenue and improve margins. While the situation remains challenging, this stability is critical as we continue to restore our pilot capabilities, drive increased fleet utilization, and step up block-hour production.
“Without a doubt, the past twelve months concluded a year of restructuring for Mesa’s operations and finances, culminating with the significantly improved agreement with United. We appreciate United’s support, and we are very thankful and proud of our pilots, flight attendants, mechanics, dispatchers, financial personnel, and support staff for their patience and diligent work to facilitate this complex process. I am confident we have the dedicated people to be a strong regional operation for United and for the over six million passengers we safely flew last year.”
United Agreements Details
On January 11, 2024, Mesa entered into an agreement with United that significantly increases the block-hour rate under its CPA, covering the period from October 1, 2023 to December 31, 2024. The Company expects this increase will provide Mesa approximately $63.5 million in incremental revenue over the next twelve months and bolster liquidity. Mesa and United also agreed to amend certain notice requirements related to eight CRJ-900 aircraft covered under the CPA and to extend United’s waiver of utilization requirements for aircraft under contract until June 30, 2024.
In conjunction with the CPA amendment, United agreed to reduce the outstanding balance on the revolving credit facility by $2.1 million and relieve the full $10.5 million principal amount of the bridge loan it previously issued to Mesa, in exchange for Mesa’s investment in privately-held Heart Aerospace (“Heart”). Mesa originally purchased the stake in Heart for $5.0 million; and following this transaction, Mesa continues to hold 222,222 unvested warrants, each struck at a value of $0.01, in Heart.
As a result of the bridge loan elimination, Mesa’s equity investment in Archer Aviation (“Archer”) is released as collateral. Mesa currently owns 2.27 million vested shares and 1.17 million unvested warrants, each struck at a value of $0.01, in Archer common stock.
CRJ-900 Asset Sale Program Details
During the September quarter, Mesa closed on the sale of three of the seven CRJ-900 NextGen aircraft that it previously agreed to sell to a third party. Subsequent to quarter end, Mesa closed on the sale of the remaining four aircraft. The sales of these seven CRJ-900s generated gross proceeds of approximately $71.2 million, resulting in the elimination of approximately $63.2 million of debt principal, approximately $27.3 million of which was reflected in Mesa’s total debt balance as of September 30, 2023, and creating approximately $8.0 million in additional liquidity.
Using proceeds from the sales of the seven CRJ-900 NextGen aircraft, Mesa retired approximately $59.0 million outstanding on its loan from Export Development Bank of Canada (“EDC”) and repaid $4.2 million of its junior note to MHI RJ Aviation Group (“MHIRJ”), which together financed those assets. As a result of the partial repayment of the MHIRJ junior note, Mesa met the conditions for MHIRJ to forgive the remaining approximately $5.0 million outstanding on the note.
During the fourth quarter, Mesa also closed on the sales of three of seven CRJ-900s aircraft that it previously agreed to sell to a third party. Subsequent to quarter end, Mesa closed on the sale of the final four aircraft under this agreement. The sales of these seven CRJ-900s generated gross proceeds of approximately $21.0 million, resulting in the elimination of approximately $10.8 million in debt principal, approximately $5.3 million of which was reflected in Mesa’s total debt balance as of September 30, 2023, and creating $10.2 million in additional liquidity.
Subsequent to quarter end, Mesa also entered into several new asset sale agreements to sell 15 CRJ-900 airframes and 65 CF34-8C5 engines for total proceeds of $105.8 million. These transactions are anticipated to eliminate approximately $89.8 million of debt and finance lease buyout obligations, creating approximately $16.0 million of additional liquidity and meaningfully reducing the Company’s go-forward cash interest expense, with the majority expected to close by March 2024. Mesa remains engaged in additional efforts to market and sell excess CRJ-900 assets.
During fiscal full-year 2023, Mesa had a peak total debt balance of $701.3 million at the end of Q1 2023. Over the subsequent three quarters, Mesa has reduced total debt by $161.6 million to an estimated $539.7 million balance at the end of Q4 2023 as a result of CRJ-related asset sales and scheduled principal repayments. For fiscal full-year 2024, the Company expects the completion of CRJ-related asset sale agreements currently entered into and scheduled principal repayments through Q4 2024 will reduce total debt by an additional $225.4 million, for a projected total debt balance of $310.3 million at fiscal year end. Of the $310.3 million debt balance, $158.8 million is attributable to E-175 aircraft that are pass-through to United Airlines under Mesa’s CPA; $110.7 million is U.S. Treasury debt collateralized primarily by 31 CRJ-900s; $35.6 million is United Airlines debt collateralized with aircraft parts; and $9.2 million is attributable to future lease obligations.
Conference Call Information
Mesa will host a call on January 19, 2024 at 2:00 pm EST to discuss the developments outlined above. Please visit Mesa’s investor relations website at https://investor.mesa-air.com for dial-in details. The call can also be accessed via webcast at the investor relations website. A recorded version will be available on the website approximately two hours after the call for approximately 14 days.
Form 10-K for Fiscal Full-Year 2023
The Company continues to work diligently to complete Form 10-K for the period ended September 30, 2023 and plans to file the Form 10-K as soon as possible. The current delay in the filing is related to a financial ratio covenant in a credit agreement with United, which is a carryover from the Company’s prior CIT loan agreement that United assumed. The Company has determined it was not in compliance with the covenant as of June 30, 2023 and has issued an 8-K, which provides further details.
About Mesa Air Group, Inc.
Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 89 cities in 40 states, the District of Columbia, the Bahamas, Canada, Cuba, and Mexico as well as cargo services out of Cincinnati/Northern Kentucky International Airport. As of June 30, 2023, Mesa operated a fleet of 80 aircraft, with approximately 277 daily departures, and four 737 cargo aircraft. The Company had approximately 2,341 employees. Mesa operates all its flights as either United Express or DHL Express flights pursuant to the terms of a capacity purchase agreement entered into with United Airlines, Inc. and a flight service agreement with DHL.
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