Attached files
file | filename |
---|---|
8-K/A - REPUBLIC AIRWAYS HOLDINGS INC | v163009_8ka.htm |
EX-23.1 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex23-1.htm |
EX-99.1 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-1.htm |
EX-99.3 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-3.htm |
EX-99.2 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-2.htm |
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2009
combines the historical consolidated balance sheets of Republic Airlines
Holdings Inc. (“Republic”) and Midwest Air Group, Inc. (“Midwest”), giving
effect to the Merger (as defined in Note 1) as if it had occurred on June 30,
2009. The Unaudited Pro Forma Condensed Combined Statements of
Operations for the six months ended June 30, 2009 and for the year ended
December 31, 2008 combine the historical consolidated statements of operations
of Republic and Midwest, giving effect to the Merger as if it had occurred at
the beginning of the period presented. The historical consolidated financial
statements of Midwest have been adjusted to reflect certain reclassifications to
conform to Republic’s financial statement presentation.
The
Unaudited Pro Forma Condensed Combined Financial Statements were prepared using
the acquisition method of accounting with Republic treated as the acquiring
entity. Accordingly, the aggregate value of the consideration paid by Republic
to complete the Merger will be allocated to the assets acquired and liabilities
assumed from Midwest based upon their estimated fair values as of the date of
the Merger. A final determination of the fair value of assets
acquired and liabilities assumed from Midwest will be based on the actual net
tangible and intangible assets and liabilities of Midwest that existed as of the
date of the Merger. As the final valuations are being performed,
increases or decreases in the fair value of relevant balance sheet amounts will
result in adjustments, which may be material, to the balance sheet and/or
statements of operations.
These
Unaudited Pro Forma Condensed Combined Financial Statements have been developed
from and should be read in conjunction with (1) the unaudited interim condensed
consolidated financial statements of Republic contained in its Quarterly Report
on Form 10-Q for the six month period ended June 30, 2009; (2) the unaudited
interim condensed consolidated financial statements of Midwest for the six month
period ended June 30, 2009 included as Exhibit 99.1 in this Form 8-K/A; (3) the
audited consolidated financial statements of Republic contained in its Annual
Report on Form 10-K for the year ended December 31, 2008; and (4) the audited
consolidated financial statements of Midwest as of December 31, 2008 included as
Exhibit 99.2 in this Form 8-K/A. The Unaudited Pro Forma Condensed Combined
Financial Statements are provided for illustrative purposes only and do not
purport to represent Republic’s consolidated results of operations or
consolidated financial position had the Merger occurred on the dates assumed,
nor are these financial statements necessarily indicative of Republic’s future
consolidated results of operations or consolidated financial
position.
The
Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the
costs of any integration activities, benefits that may result from operating
efficiencies or revenue synergies expected to result from the
Merger.
- 1
-
REPUBLIC
AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE
30, 2009
Condensed
|
|||||||||||||||||
(In
thousands)
|
Historical
|
Pro
Forma
|
Combined
|
||||||||||||||
Republic
|
Midwest
|
Adjustments
|
Pro
Forma
|
||||||||||||||
Assets
|
|||||||||||||||||
Current
Assets:
|
|||||||||||||||||
Cash
and cash equivalents
|
$ | 97,371 | $ | 9,952 | $ | (6,000 | ) |
(C)
|
$ | 101,323 | |||||||
Restricted
cash
|
14,716 | 39,830 | - | 54,546 | |||||||||||||
Receivables—net
of allowance for doubtful accounts
|
36,921 | 6,521 | (320 | ) |
(D)
|
43,122 | |||||||||||
Fair
value of fuel derivatives
|
- | 175 | - | 175 | |||||||||||||
Inventories—net
|
58,236 | 4,028 | - | 62,264 | |||||||||||||
Prepaid
expenses and other current assets
|
15,320 | 2,285 | - | 17,605 | |||||||||||||
Notes
receivable—net of allowance
|
76,900 | - | (30,659 | ) |
(E)
|
46,241 | |||||||||||
Assets
held for sale
|
- | 8,340 | - | 8,340 | |||||||||||||
Deferred
income taxes
|
9,184 | 2,645 | - | 11,829 | |||||||||||||
Total
current assets
|
308,648 | 73,776 | (36,979 | ) | 345,445 | ||||||||||||
Aircraft
and other equipment—net
|
2,726,916 | 11,708 | - | 2,738,624 | |||||||||||||
Intangible
and other assets
|
190,386 | 37,611 | 16,007 |
(F)
|
244,004 | ||||||||||||
Goodwill
|
- | 48,248 | 101,104 |
(G)
|
149,352 | ||||||||||||
Total
|
$ | 3,225,950 | $ | 171,343 | $ | 80,132 | $ | 3,477,425 | |||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||||||||||||
Current
Liabilities:
|
|||||||||||||||||
Current
portion of long-term debt
|
$ | 141,214 | $ | 81,130 | $ | (61,674 | ) |
(H)
|
$ | 160,670 | |||||||
Accounts
payable
|
24,635 | 9,776 | (320 | ) |
(D)
|
34,091 | |||||||||||
Air
traffic liability
|
- | 56,835 | (14,100 | ) |
(L)
|
42,735 | |||||||||||
Unearned
revenue
|
- | 1,178 | - | 1,178 | |||||||||||||
Deferred
frequent flyer revenue
|
- | - | 15,136 |
(A)
|
15,136 | ||||||||||||
Accrued
liabilities
|
145,280 | - | 54,197 |
(A)
|
199,477 | ||||||||||||
Accrued
vacation pay
|
- | 2,842 | (2,842 | ) |
(A)
|
- | |||||||||||
Accrued
other
|
- | 66,491 | (66,491 | ) |
(A)
|
- | |||||||||||
Total
current liabilities
|
311,129 | 218,252 | (76,094 | ) | 453,287 | ||||||||||||
Long-term
debt—less current portion
|
2,082,216 | - | 25,000 |
(I)
|
2,107,216 | ||||||||||||
Deferred
frequent flyer revenue
|
- | 55,884 | (8,200 | ) |
(M)
|
47,684 | |||||||||||
Accrued
pension and other post retirement benefits
|
- | 9,853 | (9,853 | ) |
(B)
|
- | |||||||||||
Deferred
credits and other non current liabilities
|
79,863 | 4,650 | 24,778 |
(B)
(J)
|
109,291 | ||||||||||||
Deferred
income taxes
|
260,299 | 7,205 | - | 267,504 | |||||||||||||
Total
liabilities
|
2,733,507 | 295,844 | (44,369 | ) | 2,984,982 | ||||||||||||
Commitments
and contingencies
|
|||||||||||||||||
Republic
Airways Holdings Inc. Stockholders' Equity:
|
|||||||||||||||||
Preferred
stock
|
- | - | - | - | |||||||||||||
Common
stock
|
44 | 2,433 | (2,433 | ) |
(K)
|
44 | |||||||||||
Additional
paid-in capital
|
300,044 | 480,140 | (480,140 | ) |
(K)
|
300,044 | |||||||||||
Treasury
stock
|
(181,820 | ) | - | - | (181,820 | ) | |||||||||||
Accumulated
other comprehensive income (loss)
|
(2,371 | ) | 3,619 | (3,619 | ) |
(K)
|
(2,371 | ) | |||||||||
Accumulated
earnings/(deficit)
|
379,193 | (610,693 | ) | 610,693 |
(K)
|
379,193 | |||||||||||
Total
Republic Airways Holdings Inc. stockholders' equity
|
495,090 | (124,501 | ) | 124,501 | 495,090 | ||||||||||||
Noncontrolling
interests in Mokulele Flight Service, Inc. ("MFSI")
|
(2,647 | ) | - | - | (2,647 | ) | |||||||||||
Total
equity
|
492,443 | (124,501 | ) | 124,501 | 492,443 | ||||||||||||
Total
|
$ | 3,225,950 | $ | 171,343 | $ | 80,132 | $ | 3,477,425 |
See
accompanying notes to unaudited proforma condensed combined financial
information.
- 2
-
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR
THE SIX MONTHS ENDED JUNE 30, 2009
Pro
Forma
|
|||||||||||||||||
(In thousands)
|
Historical
|
Pro
Forma
|
Six
Months Ended
|
||||||||||||||
Republic
|
Midwest
|
Adjustments
|
June 30, 2009
|
||||||||||||||
OPERATING
REVENUES:
|
|||||||||||||||||
Regional
airline services
|
$ | 632,055 | $ | - | $ | (29,908 | ) |
(N)
|
$ | 602,147 | |||||||
Passenger
service
|
- | 169,554 | - | 169,554 | |||||||||||||
Cargo
|
- | 2,027 | - | 2,027 | |||||||||||||
Other
|
13,212 | 25,879 | - | 39,091 | |||||||||||||
Total
operating revenues
|
645,267 | 197,460 | (29,908 | ) | 812,819 | ||||||||||||
OPERATING
EXPENSES:
|
|||||||||||||||||
Wages
and benefits
|
130,582 | 38,385 | - | 168,967 | |||||||||||||
Aircraft
fuel
|
60,702 | 50,140 | 256 |
(R)
|
111,098 | ||||||||||||
Commissions
|
- | 5,906 | (5,906 | ) |
(R)
|
- | |||||||||||
Dining
services
|
- | 1,813 | (1,813 | ) |
(R)
|
- | |||||||||||
Station
rental, landing, and other fees
|
- | 18,900 | (18,900 | ) |
(R)
|
- | |||||||||||
Landing
fees and airport rents
|
35,408 | - | 12,248 |
(R)
|
47,656 | ||||||||||||
Aircraft
and engine rent
|
61,808 | 8,785 | - | 70,593 | |||||||||||||
Maintenance
and repair
|
92,635 | 6,844 | 381 |
(R)
|
99,860 | ||||||||||||
Capacity
purchase agreement
|
- | 50,965 | (29,908 | ) |
(N)
|
21,057 | |||||||||||
Insurance
and taxes
|
13,282 | - | 1,059 |
(R)
|
14,341 | ||||||||||||
Depreciation
and amortization
|
73,604 | 6,327 | 3,187 |
(F)
|
83,118 | ||||||||||||
Promotion
and sales
|
- | - | 14,418 |
(R)
|
14,418 | ||||||||||||
Restructuring
charges
|
- | (3,023 | ) | 3,023 |
(R)
|
- | |||||||||||
Loss
on fuel derivatives
|
- | 1,246 | - | 1,246 | |||||||||||||
Goodwill
impairment
|
13,335 | - | - | 13,335 | |||||||||||||
Other
impairment losses
|
93,352 | - | 93,352 | ||||||||||||||
Other
|
65,506 | 21,761 | (4,766 | ) |
(R)
|
82,501 | |||||||||||
Total
operating expenses
|
546,862 | 301,401 | (26,721 | ) | 821,542 | ||||||||||||
OPERATING
INCOME (LOSS)
|
98,405 | (103,941 | ) | (3,187 | ) | (8,723 | ) | ||||||||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||||||
Interest
expense
|
(70,384 | ) | (12,914 | ) | 302 |
(O)
(P)
|
(82,996 | ) | |||||||||
Other—net
|
7,639 | 99 | (1,302 | ) |
(O)
(Q)
|
6,436 | |||||||||||
Total
other income (expense)
|
(62,745 | ) | (12,815 | ) | (1,000 | ) | (76,560 | ) | |||||||||
INCOME
(LOSS) BEFORE INCOME TAXES
|
35,660 | (116,756 | ) | (4,187 | ) | (85,283 | ) | ||||||||||
INCOME
TAX EXPENSE
|
22,030 | (7,783 | ) | 14,247 | |||||||||||||
NET
INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)
|
13,630 | (108,973 | ) | (4,187 | ) | (99,530 | ) | ||||||||||
Add: Net
loss (income) attributable to noncontrolling interest in
MFSI
|
2,647 | - | - | 2,647 | |||||||||||||
Net
income (loss) of the Company
|
$ | 16,277 | $ | (108,973 | ) | $ | (4,187 | ) | $ | (96,883 | ) | ||||||
Weighted
average number of common and common equivalent shares outstanding,
basic
|
34,449 | 34,449 | |||||||||||||||
Net
income (loss) per share, basic
|
$ | 0.48 | $ | (2.81 | ) | ||||||||||||
Weighted
average number of common and common equivalent shares outstanding,
diluted
|
34,449 | 34,449 | |||||||||||||||
Net
income (loss) per share, diluted
|
$ | 0.48 | $ | (2.81 | ) |
See
accompanying notes to unaudited pro forma condensed combined financial
information.
- 3
-
REPUBLIC
AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2008
(In thousands)
|
Historical
|
Pro
Forma
|
|||||||||||||||||||
Predecessor
|
Succesor
|
Pro
Forma
|
Twelve
Months Ended
|
||||||||||||||||||
Republic
|
Midwest
|
Midwest
|
Adjustments
|
December
31, 2008
|
|||||||||||||||||
OPERATING
REVENUES:
|
|||||||||||||||||||||
Regional
airline services
|
$ | 1,462,211 | $ | - | $ | - | $ | (11,669 | ) |
(N)
|
$ | 1,450,542 | |||||||||
Passenger
service
|
- | 49,751 | 529,492 | - | 579,243 | ||||||||||||||||
Cargo
|
- | 984 | 7,605 | - | 8,589 | ||||||||||||||||
Other
|
17,544 | 6,907 | 56,975 | - | 81,426 | ||||||||||||||||
Total
operating revenues
|
1,479,755 | 57,642 | 594,072 | (11,669 | ) | 2,119,800 | |||||||||||||||
OPERATING
EXPENSES:
|
|||||||||||||||||||||
Wages
and benefits
|
252,336 | 17,802 | 119,074 | - | 389,212 | ||||||||||||||||
Aircraft
fuel
|
327,791 | 28,481 | 294,348 | 977 |
(R)
|
651,597 | |||||||||||||||
Commissions
|
- | 1,597 | 18,005 | (19,602 | ) |
(R)
|
- | ||||||||||||||
Dining
services
|
- | 725 | 5,174 | (5,899 | ) |
(R)
|
- | ||||||||||||||
Station
rental, landing, and other fees
|
- | 5,957 | 47,678 | (53,635 | ) |
(R)
|
- | ||||||||||||||
Landing
fees and airport rents
|
59,891 | - | - | 32,877 |
(R)
|
92,768 | |||||||||||||||
Aircraft
and engine rent
|
134,206 | 5,000 | 52,281 | (559 | ) |
(R)
|
190,928 | ||||||||||||||
Maintenance
and repair
|
169,425 | 5,629 | 33,383 | 208,437 | |||||||||||||||||
Capacity
purchase agreement
|
- | 5,105 | 68,978 | (11,669 | ) |
(N)
|
62,414 | ||||||||||||||
Insurance
and taxes
|
25,793 | - | - | 3,359 |
(R)
|
29,152 | |||||||||||||||
Depreciation
and amortization
|
133,206 | 1,306 | 23,390 | 6,373 |
(F)
|
164,275 | |||||||||||||||
Promotion
and sales
|
- | - | - | 40,424 |
(R)
|
40,424 | |||||||||||||||
Acquisition
charges
|
- | 23,138 | - | (23,138 | ) |
(R)
|
- | ||||||||||||||
Restructuring
charges
|
- | - | 38,311 | - | 38,311 | ||||||||||||||||
Loss
on fuel derivatives
|
- | 3,683 | 6,780 | - | 10,463 | ||||||||||||||||
Goodwill
impairment
|
- | - | 190,387 | - | 190,387 | ||||||||||||||||
Other
impairment losses
|
- | - | 171,459 | - | 171,459 | ||||||||||||||||
Other
|
122,012 | 2,102 | 59,471 | 25,196 |
(R)
|
208,781 | |||||||||||||||
Total
operating expenses
|
1,224,660 | 100,525 | 1,128,719 | (5,296 | ) | 2,448,608 | |||||||||||||||
OPERATING
INCOME (LOSS)
|
255,095 | (42,883 | ) | (534,647 | ) | (6,373 | ) | (328,808 | ) | ||||||||||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||||||||||
Interest
expense
|
(131,856 | ) | (93 | ) | (20,179 | ) | (1,318 | ) |
(O)
(P)
|
(153,446 | ) | ||||||||||
Other—net
|
14,176 | 619 | 2,174 | (682 | ) |
(O) (Q)
|
16,287 | ||||||||||||||
Total
other income (expense)
|
(117,680 | ) | 526 | (18,005 | ) | (2,000 | ) | (137,159 | ) | ||||||||||||
INCOME
(LOSS) BEFORE INCOME TAXES
|
137,415 | (42,357 | ) | (552,652 | ) | (8,373 | ) | (465,967 | ) | ||||||||||||
INCOME
TAX EXPENSE (BENEFIT)
|
52,835 | 279 | (50,932 | ) | - | 2,182 | |||||||||||||||
Net
income (loss) of the Company
|
$ | 84,580 | $ | (42,636 | ) | $ | (501,720 | ) | $ | (8,373 | ) | $ | (468,149 | ) | |||||||
Weighted
average number of common and common equivalent shares outstanding,
basic
|
34,885 | 34,885 | |||||||||||||||||||
Net
income (loss) per share, basic
|
$ | 2.43 | $ | (13.42 | ) | ||||||||||||||||
Weighted
average number of common and common equivalent shares outstanding,
diluted
|
34,949 | 34,885 | |||||||||||||||||||
Net
income (loss) per share, diluted
|
$ | 2.42 | $ | (13.42 | ) |
See
accompanying notes to unaudited pro forma condensed combined financial
information.
- 4
-
REPUBLIC
AIRWAYS HOLDINGS INC.
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In
thousands, except share and per share amounts)
1.
|
Basis
of Presentation
|
Midwest
Air Group, Inc.
On July
31, 2009, pursuant to the terms of the Agreement and Plan of Merger, dated as of
June 23, 2009, among Republic Airways Holdings Inc. (the “Company”), RJET
Acquisition, Inc. and Midwest Air Group, Inc. (“MAG”), as amended (the “Merger
Agreement”), RJET Acquisition, Inc. merged with and into MAG (the “Merger”) with
MAG continuing as the surviving corporation and becoming a wholly-owned
subsidiary of the Company. Pursuant to the Merger Agreement, at the
effective time of the Merger, the shares of MAG that were outstanding
immediately prior to the effective time of the Merger were converted into the
right to receive an aggregate amount in cash equal to $1.00. In
connection with the closing of the Merger, the Company also consummated the
transactions contemplated by the Investment Agreement, dated June 23, 2009 (the
“Investment Agreement”), among TPG Midwest US V, LLC, TPG Midwest International
V, LLC (together, the “TPG Entities”) and the Company. Pursuant to
the Investment Agreement, at the effective time of the Merger, the Company
purchased from the TPG Entities their $31,000 secured note from Midwest
Airlines, Inc., a wholly-owned subsidiary of MAG, for approximately $6,000 in
cash and issued the TPG Entities an 8% convertible note having a principal
amount of $25,000 and a five-year maturity and convertible by the TPG Entities
in whole or in part, from time to time, prior to maturity into
2,500,000 shares of the Company’s common stock, subject to adjustment
in certain circumstances.
2.
|
Estimates
of Fair Value of Assets Acquired and Liabilities
Assumed
|
The
accompanying Unaudited Pro Forma Condensed Combined Financial Information was
prepared in accordance with Statement of Financial Accounting Standards No. 141
(R), “Business Combinations.” This financial information reflects the
preliminary estimates of fair values.
The
Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to
reflect the preliminary allocation of the purchase price to identifiable net
assets acquired and the excess purchase price to goodwill. The
purchase price allocation is based upon a purchase price of approximately
$61,800. This amount was derived from assuming the $30,800 secured
note from TPG, $6,000 in cash contribution, and issuing a $25,000 convertible
note to TPG.
The
Company is in the process of determining the fair value of assets acquired and
liabilities assumed. This valuation process, as well as evaluation of
the related income tax implications of the transaction, is still in progress and
will likely not be completed prior to the filing of Republic’s Annual Report on
Form 10-K for the year ending December 31, 2009. The following table
represents a preliminary allocation of the total consideration to tangible and
intangible assets acquired and liabilities assumed from Midwest based on
Republic’s preliminary estimate of their respective fair values as of June 30,
2009:
- 5
-
Total
purchase consideration
|
||||
Cash
|
$ | 6,000 | ||
Convertible
note
|
25,000 | |||
Assumed
debt
|
30,800 | |||
Total
purchase consideration
|
61,800 | |||
Assets
acquired:
|
||||
Current
assets
|
73,700 | |||
Aircraft
and other equipment—net
|
11,700 | |||
Intangible
and other assets
|
53,600 | |||
Total
assets acquired
|
139,000 | |||
Liabilities
acquired:
|
||||
Current
liabilites
|
142,200 | |||
Negative
leaseholds
|
14,900 | |||
Long
term liabilities
|
69,500 | |||
226,600 | ||||
Goodwill
|
$ | 149,400 |
The
accompanying Unaudited Pro Forma Condensed Combined Financial Statements present
the pro forma consolidated financial position and results of operations of the
combined company based upon the historical financial statements of Republic and
Midwest, after giving effect to the Merger and the adjustments described in
these notes, and are intended to reflect the impact of the Merger on Republic’s
consolidated financial statements.
The pro
forma condensed combined information set forth in this Form 8-K/A is presented
for illustrative purposes only. Such information does not purport to be
indicative of the results of operations and financial position that actually
would have resulted had the acquisition occurred on the date indicated, nor is
it indicative of the results that may be expected in future periods. The pro
forma adjustments are based upon information and assumptions available at the
time of filing this Form 8-K/A.
3.
|
Pro Forma Financial Statements
and Adjustments
|
The
unaudited pro forma condensed combined financial statements give effect to the
following pro forma adjustments, and do not include any adjustments for material
non-recurring charges:
|
(A)
|
Reflects
a reclassification of certain Midwest current liabilities reported under
the Midwest financial statement classifications to Republic’s financial
statement classifications for consistency
purposes.
|
|
(B)
|
Reflects
a reclassification of accrued pension and other post retirement benefits
for Midwest of $9,853 to deferred credits and other non current
liabilities to conform with Republic’s
classification.
|
- 6
-
|
(C)
|
Represents
an adjustment of $6,000 to reduce cash and cash equivalents reflecting the
cash consideration paid to TPG upon closing of the
transaction.
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(D)
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Reflects
the elimination of intercompany receivables and payables of $320 between
the Company and Midwest.
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(E)
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Reflects
the elimination of the $30,659 note receivable due from
Midwest.
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(F)
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An increase of
intangible and other assets of $16,007 reflects the increase in the
estimated fair value of slots and the fair value of the credit card
agreement, resulting from the preliminary assessment of fair
value of assets acquired by Republic. As a result of this
adjustment, the Unaudited Pro Forma Condensed Combined Statements of
Operations reflect an increase of amortization expense of $3,187 for the
six months ended June 30, 2009 and $6,373 for the year ended December 31,
2008. The credit card agreement has a life of two
years and the slots will be reviewed
for impairment annually.
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(G)
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Represents
the adjustment to goodwill, resulting from the preliminary assessment of
fair value of assets acquired and liabilities assumed by
Republic.
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(H)
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Reflects
the intercompany elimination of Midwest’s $30,659 note payable to Republic
and $31,015 note payable to TPG, which was assumed by Republic as a result
of the Merger. The note payable to TPG was assumed by Republic
in connection with the cash payment of $6,000 and convertible note of
$25,000 given to TPG as consideration for the acquisition of
Midwest.
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(I)
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Represents
an adjustment to reflect the $25,000 convertible note payable issued by
Republic to TPG as part of the consideration paid to TPG upon closing of
the transaction. Republic is in the process of finalizing its
assessment of the accounting treatment for the conversion
feature. For purposes of the pro forma presentation, Republic
has used the stated interest rate on the convertible
note of 8% annually.
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(J)
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An
increase of $14,925 to reflect the assumption of negative leasehold
interests on aircraft and real property as part of Republic’s preliminary
assessment of fair value of assets acquired and liabilities assumed in the
acquisition of Midwest.
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(K)
|
Adjustment
reflects the elimination of all of Midwest’s shareholders’ deficit,
including $2,433 of common stock, $480,140 of additional paid-in capital,
$3,619 of accumulated other comprehensive loss, and an accumulated deficit
of $610,693.
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(L)
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Adjustment
reflects the decrease to the air traffic liability of $14,100 to the
preliminary estimated fair value of the
liability.
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(M)
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Adjustment
reflects the decrease of frequent flyer liability of $8,200 to the
preliminary estimated fair value of the
liability.
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(N)
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Adjustment
reflects the elimination of income and expense associated with Republic’s
regional airline service agreement with Midwest. The remaining
capacity purchase agreement expenses recognized in Midwest’s historical
financial statements are related to Midwest’s capacity purchase agreement
with SkyWest Airlines, Inc.
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(O)
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Reflects
the elimination of intercompany interest expense and income of $1,302 for
the six months ended June 30, 2009 and $682 for the year ended December
31, 2008 resulting from the note payable at Midwest to
Republic.
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(P)
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Reflects
an increase in interest expense of $1,000 for the six months ended June
30, 2009, and $2,000 for the year ended December 31, 2008, for interest on
the 8% annual, $25,000 convertible note payable to TPG resulting from the
Merger.
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(Q)
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Reflects
the elimination of intercompany interest income of Republic of $1,302 for
the six months ended June 30, 2009 and $682 for the year ended December
31, 2008 resulting from the loan provided to
Midwest.
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(R)
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Reflects
a reclassification of certain Republic and Midwest operating expenses
reported under the historical basis of presentation to conform with
Republic’s intended financial statement classifications for the
newly combined entity. In doing so, a new line item for
promotion and sales was created which is intended to include items such as
travel agent commissions, customer relations and reservations, credit card
fees, and other similar items.
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