Attached files

file filename
EX-32.1 - CHIEF EXECUTIVE OFFICER - REPUBLIC AIRWAYS HOLDINGS INCrjet33111ex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - REPUBLIC AIRWAYS HOLDINGS INCrjet33111ex312.htm
EX-32.2 - CHIEF FINANCIAL OFFICER - REPUBLIC AIRWAYS HOLDINGS INCrjet33111ex322.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - REPUBLIC AIRWAYS HOLDINGS INCrjet33111ex311.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED March 31, 2011
 
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM TO
 
COMMISSION FILE NUMBER: 000-49697
 
REPUBLIC AIRWAYS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE
06-1449146
(State or other jurisdiction of
(I.R.S. Employer Identification Number)
incorporation or organization)
 
 
8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268
(Address of principal executive offices) (Zip Code)
 
(317) 484-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
þYes  ¨ No
 
Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
¨Yes    ¨ No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) 
 
 Large accelerated filer ¨
 Accelerated filer ý
Non-accelerated filer ¨
 Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
 
¨  Yes    þNo
 
Number of shares of Common Stock outstanding as of the close of business on May 10, 2011:  48,192,048.

 

 

TABLE OF CONTENTS
 
 
Part I - Financial Information
 
Item 1.
Financial Statements:
 
 
 
 
 
Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
 
 
 
 
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2011 and 2010
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2011 and 2010
 
 
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited) 
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk 
 
 
 
Item 4.
Controls and Procedures
 
 
 
 
Part II - Other Information
 
Item 1A.
Risk Factors
 
 
 
Item 6. 
Exhibits
 
 
 
 
Signatures
 
 
Exhibit 31.1 Certification by Chief Executive Officer
 
 
 
Exhibit 31.2  Certification by Chief Financial Officer
 
 
 
Exhibit 32.1  Certification by Chief Executive Officer
 
 
 
Exhibit 32.2  Certification by Chief Financial Officer
 
  
 
   
All other items of this report are inapplicable

 

 

PART I. FINANCIAL INFORMATION
 
Item 1: Financial Statements
 
 

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except share and per share amounts)
 
 
March 31,
2011
 
December 31,
2010
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
241.4
 
 
$
291.2
 
Restricted cash
225.9
 
 
139.1
 
Receivables—net of allowance for doubtful accounts of $0.9 and $1.2, respectively
89.8
 
 
73.9
 
Inventories—net
99.1
 
 
94.6
 
Prepaid expenses and other current assets
75.0
 
 
56.4
 
Assets held for sale
43.1
 
 
43.5
 
Deferred income taxes
27.1
 
 
27.1
 
Total current assets
801.4
 
 
725.8
 
Aircraft and other equipment—net
3,134.0
 
 
3,173.5
 
Maintenance deposits
153.3
 
 
147.2
 
Other intangible assets—net
139.7
 
 
143.2
 
Other assets
180.6
 
 
159.0
 
Total
$
4,409.0
 
 
$
4,348.7
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
Current portion of long-term debt
$
294.8
 
 
$
269.0
 
Accounts payable
61.9
 
 
43.8
 
Air traffic liability
256.6
 
 
174.9
 
Deferred frequent flyer revenue
57.3
 
 
51.0
 
Accrued liabilities
281.7
 
 
246.6
 
Total current liabilities
952.3
 
 
785.3
 
Long-term debt—less current portion
2,253.9
 
 
2,308.7
 
Deferred frequent flyer revenue
89.0
 
 
102.3
 
Deferred credits and other non current liabilities
104.2
 
 
108.0
 
Deferred income taxes
421.2
 
 
434.7
 
Total liabilities
3,820.6
 
 
3,739.0
 
Stockholders' Equity:
 
 
 
 
 
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding
 
 
 
Common stock, $.001 par value; one vote per share;150,000,000 shares authorized;
58,062,574 and 58,062,574 shares issued and 48,196,303 and 48,173,058
shares outstanding, respectively
 
 
 
Additional paid-in capital
406.5
 
 
405.5
 
Treasury Stock, 9,333,266 shares at cost
(181.8
)
 
(181.8
)
Accumulated other comprehensive loss
(2.6
)
 
(2.7
)
Accumulated earnings
366.3
 
 
388.7
 
Total stockholders' equity
588.4
 
 
609.7
 
Total
$
4,409.0
 
 
$
4,348.7
 
See accompanying notes to the condensed consolidated financial statements (unaudited).

 

 

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share amounts)
 
 
 
Three Months Ended
March 31,
 
 
 
2011
 
2010
 
OPERATING REVENUES:
 
 
 
 
 
Fixed-fee service
 
$
258.8
 
 
$
251.0
 
 
Passenger service
 
377.6
 
 
336.5
 
 
Cargo and other
 
22.7
 
 
21.2
 
 
Total operating revenues
 
659.1
 
 
608.7
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
Wages and benefits
 
139.7
 
 
139.1
 
 
Aircraft fuel
 
180.8
 
 
144.1
 
 
Landing fees and airport rents
 
42.5
 
 
39.0
 
 
Aircraft and engine rent
 
60.1
 
 
60.8
 
 
Maintenance and repair
 
70.1
 
 
57.9
 
 
Insurance and taxes
 
10.4
 
 
10.8
 
 
Depreciation and amortization
 
51.1
 
 
51.5
 
 
Promotion and sales
 
38.7
 
 
32.5
 
 
Other impairment charges
 
 
 
11.5
 
 
Other
 
66.3
 
 
81.5
 
 
Total operating expenses
 
659.7
 
 
628.7
 
 
OPERATING LOSS
 
(0.6
)
 
(20.0
)
 
OTHER EXPENSE:
 
 
 
 
 
 
 
Interest expense
 
(35.5
)
 
(38.6
)
 
Other—net
 
0.2
 
 
0.2
 
 
Total other expense
 
(35.3
)
 
(38.4
)
 
LOSS BEFORE INCOME TAXES
 
(35.9
)
 
(58.4
)
 
INCOME TAX BENEFIT
 
(13.5
)
 
(21.9
)
 
NET LOSS
 
(22.4
)
 
(36.5
)
 
NET LOSS PER COMMON SHARE - BASIC
 
$
(0.46
)
 
$
(1.06
)
 
NET LOSS PER COMMON SHARE - DILUTED
 
$
(0.46
)
 
$
(1.06
)
 
 
See accompanying notes to the condensed consolidated financial statements (unaudited).

 

 

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
 
 
 
Three Months Ended
March 31,
 
 
2011
 
2010
NET CASH FROM OPERATING ACTIVITIES
 
$
7.7
 
 
$
24.3
 
INVESTING ACTIVITIES:
 
 
 
 
 
 
Purchase of aircraft and other equipment
 
(4.0
)
 
(14.2
)
Proceeds from sale of aircraft and other equipment
 
0.4
 
 
18.7
 
Aircraft deposits
 
(8.0
)
 
(13.7
)
Other, net
 
(8.3
)
 
4.0
 
NET CASH FROM INVESTING ACTIVITIES
 
(19.9
)
 
(5.2
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
Payments on debt
 
(51.4
)
 
(49.6
)
Proceeds from debt issuance
 
13.8
 
 
31.4
 
Payments on early extinguishment of debt
 
 
 
(11.3
)
Other, net
 
 
 
(0.8
)
NET CASH FROM FINANCING ACTIVITIES
 
(37.6
)
 
(30.3
)
NET DECREASE IN CASH AND CASH EQUIVALENTS
 
(49.8
)
 
(11.2
)
CASH AND CASH EQUIVALENTS—Beginning of period
 
291.2
 
 
157.5
 
CASH AND CASH EQUIVALENTS—End of period
 
$
241.4
 
 
$
146.3
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
 
 
 
CASH PAID FOR INTEREST AND INCOME TAXES:
 
 
 
 
 
 
Interest paid
 
$
32.0
 
 
$
37.3
 
Income taxes paid
 
0.2
 
 
0.5
 
NON-CASH INVESTING & FINANCING TRANSACTIONS:
 
 
 
 
 
 
Aircraft, inventories, and other equipment purchased through financing arrangements from manufacturer
 
 
 
$
10.0
 
Parts, training and lease credits from aircraft manufacturer
 
 
 
$
(0.8
)
Aircraft deposits financed
 
$
7.9
 
 
 
 
See accompanying notes to the condensed consolidated financial statements (unaudited).

 

 

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 
 

1. Organization and Business 
 
We are a Delaware holding company organized in 1996 that offers scheduled passenger services through our wholly-owned operating air carrier subsidiaries: Chautauqua Airlines, Inc. ("Chautauqua”), Shuttle America Corporation ("Shuttle”), Republic Airline Inc. ("Republic Airline”), Frontier Airlines, Inc. ("Frontier”), and Lynx Airlines, Inc. ("Lynx”). Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" refer to Republic Airways Holdings Inc. and our subsidiaries.
 
In the opinion of management, these financial statements reflect all adjustments that are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed March 15, 2011.
 
As of March 31, 2011, the Company’s operating airline subsidiaries offered scheduled passenger service on 1,585 flights daily to 130 cities in 41 states, Canada, Mexico, and Costa Rica under branded operations as Frontier Airlines and through fixed-fee code-share agreements with AMR Corp., the parent of American Airlines, Inc. (“American”), Continental Airlines, Inc. (“Continental”), Delta Air Lines, Inc. (“Delta”), United Air Lines, Inc. (“United”), and US Airways, Inc. (“US Airways”) (collectively referred to as our “Partners”).
 
On January 31, 2011, the Company entered into an amendment to the Delta Connection Agreement. The amendment establishes the annual base rate costs for certain periods, adds eight additional E170 aircraft within the scope of the agreement and amends certain provisions of the agreement. On April 26, 2011, the Company entered into a further amendment to the Delta agreement. The amendment adds an additional six E170 aircraft by October 2011 for a term of six years and amends certain other provisions of the agreement.
 
 

2. Summary of Significant Accounting Policies
 
Revenue Recognition – Under the Company’s fixed-fee code-share agreements, the Company is reimbursed an amount per aircraft designed to compensate the Company for certain aircraft ownership costs.  The Company has concluded that a component of its fixed-fee service revenue under the agreement discussed above is rental income, inasmuch as the agreement identifies the “right of use” of a specific type and number of aircraft over a stated period of time. The amounts deemed to be rental income during the three months ended March 31, 2011 and 2010 were $78.8 million and $80.1 million and have been included in fixed-fee service revenues in the Company’s condensed consolidated statements of operations.
 
Assets Held for Sale – Assets held for sale at March 31, 2011 consist of two Q400 grounded aircraft, flight equipment and spare aircraft parts recorded at the lower of carrying value or their estimated fair value less cost to sell.  
 
Stockholders’ Equity – The following summarizes the activity of the stockholders’ equity accounts for the period from December 31, 2010 through March 31, 2011.  Additional paid-in capital increased to $406.5 million from $405.5 million due to $1.0 million of stock compensation expense.  Accumulated other comprehensive loss decreased to $2.6 million from $2.7 million due to the reclassification adjustment for loss realized on derivatives, net of tax.  Accumulated earnings decreased from $388.7 million to $366.3 million based on current year to date net loss.  

 

 

    
Net Income (Loss) Per Common Share – The following table is based on the weighted average number of shares outstanding during the period. The following is a reconciliation of the weighted average common shares for the basic and diluted per share computations:
 
Three Months Ended
 
 
March 31,
2011
 
March 31,
2010
 
Basic and diluted loss per share:
 
 
 
 
 
 
 
 
 
Net loss (millions)
$
(22.4
)
 
$
(36.5
)
 
 
 
 
 
 
Weighted average common shares outstanding (millions)
48.2
 
 
34.3
 
 
 
 
 
 
 
Basic and diluted loss per share
$
(0.46
)
 
$
(1.06
)
 
 
The Company excluded 5.1 million and 4.0 million of employee stock options from the calculation of diluted net income per share due to their anti-dilutive impact for the three months ended March 31, 2011 and 2010.
 
The convertible note payable has a $22.3 million face value and is convertible in whole or in part up to 2.2 million shares of the Company’s common stock.  The convertible note payable was anti-dilutive for the three months ended March 31, 2011 and 2010, given that the Company was in a net loss position. As of March 31, 2010, the convertible note payable had a $25.0 million face value and was convertible in whole or in part up to 2.5 million shares of the Company's common stock. The Company had a reduction in the value of the note and the corresponding shares in the fourth quarter of 2010.
 
Fair Value Measurements - ASC Topic 820, “Fair Value Measurements and Disclosures” requires disclosures about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established.  The Topic establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
  
 
Level 1
quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
 
 
 
 
Level 2
quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
 
 
 
 
Level 3
unobservable inputs for the asset or liability.
   
The Company’s derivative contracts are privately negotiated contracts and are not exchange traded.   The recurring fair value measurements based on level 2 inputs are estimated with option pricing models that employ observable and certain unobservable inputs.  Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves and measures of volatility, among others.   The measurement of fair value of fuel hedging derivatives of $11.5 million and $2.7 million is recorded in prepaid expenses and other current assets in the consolidated balance sheets at March 31, 2011 and December 31, 2010, respectively. The benefit associated with the fair value measurement of the fuel hedge of $8.7 million is recorded in aircraft fuel on the statement of operations as of March 31, 2011. As of March 31, 2010 there was $1.6 million of expense recorded in aircraft fuel on the statement of operations. The Company does not hold or issue any derivative financial instruments for speculative trading purposes.  The Company chose not to designate these derivatives as hedges, and as such, realized and unrealized mark-to-market adjustments are included in aircraft fuel expense in the consolidated statements of operations.
 
New Accounting Pronouncements
 
In January 2010, the FASB issued an amendment to the Fair Value Measurements and Disclosures topic of the ASC. This amendment requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment was effective for periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and

 

 

settlements, which was effective for fiscal years beginning after December 15, 2010. Accordingly, the Company has adopted this amendment in the current year by adding additional disclosures, except for the additional Level 3 requirements. The Company does not have any Level 3 measurements as of March 31, 2011.
 
In October 2009, the FASB issued guidance that changes the accounting for revenue arrangements with multiple deliverables. The guidance requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices and eliminates the use of the residual method of allocation.  The guidance establishes a hierarchy for determining the selling price of a deliverable, based on vendor-specific objective evidence, third-party evidence or estimated selling price.   In addition, this guidance expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. The guidance will be effective for the Company prospectively for revenue arrangements entered into or materially modified on or after January 1, 2011, with early adoption permitted. The Company adopted this accounting standard on January 1, 2011 and the impact to the financial statements was not material.
 
 
3.  Debt
 
During the three months ended March 31, 2011, the Company received an additional $13.8 million related to the affinity credit card program which is reflected in current debt on the March 31, 2011, consolidated balance sheet.
 
We are required to comply with certain financial covenants under certain of our financing arrangements.  We are required to maintain a certain level of minimum unrestricted cash and maintain certain cash flow and working capital covenants.  As of March 31, 2011, we were in compliance with all our covenants.
 
 
4. Commitments and Contingencies
 
During the current quarter the Company took delivery of two A320 aircraft, which were lease financed.
 
The Company is subject to certain legal and administrative actions which management considers routine to its business activities. As of December 31, 2010, management believes, after consultation with legal counsel, the ultimate outcome of any pending legal matters will not have a material adverse effect on the Company's financial position, liquidity or results of operations.
 
American may terminate the code-share agreement without cause upon 180 days notice on or after September 30, 2011.  If American exercises this right, it is required to reimburse us for certain costs and the Company and American have certain "put" and "call" rights with respect to the aircraft we operate for them.
 
If Delta exercises its partial termination right or if we terminate the code-share agreement because of Delta's bankruptcy or insolvency, a breach of the agreement by Delta or because an event of force majeure has occurred that continues for at least two consecutive months, we may require Delta to either purchase or sublease any of the terminated aircraft we own at a specified price or to assume the lease of any aircraft that we lease. If we choose not to exercise this "put" right upon any termination by Delta, Delta has the right to require us to sell or sublease to them the terminated aircraft we own for a specified amount or to assume the leases of the terminated aircraft that we lease. Delta may also exercise this "call" right if it terminates the code-share agreement for any of the reasons set forth above.
 
United has a call option to assume our ownership or leasehold interest in certain aircraft if we wrongfully terminate the code-share agreements or if United terminates the agreements upon our breach for certain reasons.
 
As of March 31, 2011, approximately 54% of the Company's workforce is employed under union contracts. The union contract for our pilots and our flight attendants, except Frontier’s pilots, is currently amendable. The union contracts for our mechanics and tool room attendants and our material specialists are amendable in 2011.
 
 
5. Asset Impairment
 
As a result of the Company’s decision to unify its brand names, the Company announced its intent to discontinue the use of the tradename Midwest Airlines. During the three month period ended March 31, 2010, the Company fully impaired the value of the Midwest Airlines tradename intangible of $7.6 million to its fair value of zero based on level 3 inputs and incurred a write down on other assets related to the Midwest brand and aircraft liveries.  These impairments and other charges totaled $11.5 million in the first quarter of 2010 and are included in other impairment charges in the Statements of Operations.

 

 

 
 

6. Segment Reporting
 
Generally accepted accounting principles require disclosures related to components of a company for which separate financial information is available to and regularly evaluated by the company’s chief operating decision maker (“CODM”) when deciding how to allocate resources and in assessing performance.
 
The Company has identified three reportable segments: fixed-fee service, branded passenger service, and other.
 
Financial information as of and for the three months ended March 31, 2011 and 2010 for the Company’s reportable segments is as follows (in millions):
Three Months Ended
 
 
 
 
 
 
 
 
March 31, 2011
 
Fixed-fee
 
Branded
 
Other
 
Total
TOTAL OPERATING REVENUES
 
$
258.8
 
 
$
395.4
 
 
$
4.9
 
 
$
659.1
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
   Wages and benefits
 
56.7
 
 
83.0
 
 
 
 
139.7
 
   Aircraft fuel
 
22.1
 
 
158.7
 
 
 
 
180.8
 
   Landing fees and airport rents
 
12.9
 
 
29.6
 
 
 
 
42.5
 
   Aircraft and engine rent
 
22.6
 
 
36.6
 
 
0.9
 
 
60.1
 
   Maintenance and repair
 
43.5
 
 
26.6
 
 
 
 
70.1
 
   Insurance and taxes
 
5.3
 
 
5.1
 
 
 
 
10.4
 
   Depreciation and amortization
 
31.5
 
 
18.3
 
 
1.3
 
 
51.1
 
   Promotion and sales
 
 
 
38.7
 
 
 
 
38.7
 
   Other
 
21.1
 
 
45.2
 
 
 
 
66.3
 
Total operating expenses
 
215.7
 
 
441.8
 
 
2.2
 
 
659.7
 
OPERATING INCOME (LOSS)
 
43.1
 
 
(46.4
)
 
2.7
 
 
(0.6
)
Total non-operating expense, net
 
(25.5
)
 
(8.8
)
 
(1.0
)
 
(35.3
)
INCOME (LOSS) BEFORE INCOME TAXES
 
$
17.6
 
 
$
(55.2
)
 
$
1.7
 
 
$
(35.9
)
 
 
 
 
 
 
 
 
 
Total assets
 
$
2,780.7
 
 
$
1,414.9
 
 
$
213.4
 
 
$
4,409.0
 
Total debt
 
1,754.1
 
 
686.2
 
 
108.4
 
 
2,548.7
 
 

 

 

Three Months Ended
 
 
 
 
 
 
 
 
March 31, 2010
 
Fixed-fee
 
Branded
 
Other
 
Total
TOTAL OPERATING REVENUES
 
$
251.1
 
 
$
352.3
 
 
$
5.3
 
 
$
608.7
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
   Wages and benefits
 
58.2
 
 
80.8
 
 
0.1
 
 
139.1
 
   Aircraft fuel
 
14.5
 
 
129.5
 
 
0.1
 
 
144.1
 
   Landing fees and airport rents
 
12.4
 
 
26.6
 
 
 
 
39.0
 
   Aircraft and engine rent
 
23.7
 
 
35.2
 
 
1.9
 
 
60.8
 
   Maintenance and repair
 
41.2
 
 
16.5
 
 
0.2
 
 
57.9
 
   Insurance and taxes
 
5.2
 
 
5.6
 
 
 
 
10.8
 
   Depreciation and amortization
 
31.0
 
 
17.8
 
 
2.7
 
 
51.5
 
   Promotion and sales
 
 
 
32.5
 
 
 
 
32.5
 
Other impairment charges
 
 
 
11.5
 
 
 
 
11.5
 
   Other
 
23.2
 
 
57.7
 
 
0.6
 
 
81.5
 
Total operating expenses
 
209.4
 
 
413.7
 
 
5.6
 
 
628.7
 
OPERATING INCOME (LOSS)
 
41.7
 
 
(61.4
)
 
(0.3
)
 
(20.0
)
Total other non-operating expense, net
 
(27.4
)
 
(9.0
)
 
(2.0
)
 
(38.4
)
INCOME (LOSS) BEFORE INCOME TAXES
 
$
14.3
 
 
$
(70.4
)
 
$
(2.3
)
 
$
(58.4
)
 
 
 
 
 
 
 
 
 
Total assets
 
$
2,524.3
 
 
$
1,621.7
 
 
$
305.1
 
 
$
4,451.1
 
Total debt
 
1,834.5
 
 
729.7
 
 
197.2
 
 
2,761.4
 
 
7. Subsequent Events
 
In April 2011, the Company entered into employment agreements with Timothy P. Dooley to be Senior Vice President, Chief Financial Officer, Secretary and Treasurer, and Lars-Erik Arnell to be Senior Vice President, Corporate Development.
 
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. Republic Airways Holdings Inc. (the “Company”) may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass our beliefs, expectations, hopes or intentions regarding future events. Words such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of such terms or other terminology are used to identify forward-looking statements.  All forward-looking statements included in this release are made as of the date hereof and are based on information available to the Company as of such date. The Company assumes no obligation to update any forward-looking statement. Actual results may vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others, the risks discussed in our Annual Report on Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this Quarterly Report on Form 10-Q by reference. As used herein, "unit cost" means operating cost per Available Seat Mile (ASM).
 
Overview
 
We are a Delaware holding company organized in 1996 that offers scheduled passenger services through our wholly-owned operating air carrier subsidiaries: Chautauqua Airlines, Inc. ("Chautauqua”), Shuttle America Corporation ("Shuttle”), Republic Airline Inc. ("Republic Airline”), Frontier Airlines, Inc. ("Frontier”), and Lynx Airlines, Inc. ("Lynx”). Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" refer to Republic Airways Holdings Inc. and our subsidiaries.
 
As of March 31, 2011, the Company’s operating airline subsidiaries offered scheduled passenger service on 1,585 flights daily to 130 cities in 41 states, Canada, Mexico, and Costa Rica under branded operations as Frontier Airlines and through fixed-fee code-share agreements with AMR Corp., the parent of American Airlines, Inc. (“American”), Continental Airlines, Inc. (“Continental”), Delta Air Lines, Inc. (“Delta”), United Air Lines, Inc. (“United”), and US Airways, Inc. (“US Airways”) (collectively referred to as our “Partners”).

 

 

 
Our branded network has a regional focus in Milwaukee, Kansas City, and Denver.  The branded passenger service operation exposes us to changes in passenger demand, fare competition and fluctuations in fuel prices.  We are currently the largest carrier in Milwaukee and the third largest carrier in Denver.  The branded network has a significant base of frequent flyer members and strong support in the hub cities. 
 
Fleet
 
During the three months ended March 31, 2011, our operational fleet increased from 275 to 280. The Company took delivery of two A320 aircraft and incorporated three A319 aircraft into the Frontier operation.
   
 
Results of Operations
 
Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010
 
The following table sets forth fixed-fee operational statistics and the percentage-of-change for the periods identified below:
 
Operating Highlights - Fixed-Fee
 
Three Months Ended March 31,
 
 
2011
 
2010
 
Change
Fixed-fee service revenues, excluding fuel (millions) 1
 
236.7
 
 
236.4
 
 
0.1
 %
Passengers carried
 
3,749,929
 
 
3,818,256
 
 
(1.8
)%
Revenue passenger miles (millions) 2
 
1,824
 
 
1,964
 
 
(7.1
)%
Available seat miles ("ASM") (millions) 3
 
2,692
 
 
2,752
 
 
(2.2
)%
Passenger load factor 4
 
67.8
%
 
71.4
%
 
-3.6 pts
 
Cost per ASM, including interest expense (cents) 5 6
 
8.96
 
 
8.60
 
 
4.2
 %
Cost per ASM, including interest expense and excluding fuel expense (cents)6
 
8.14
 
 
8.07
 
 
0.9
 %
Operating aircraft at period end:
 
 
 
 
 
 
 
 
37-50 seat jets
 
65
 
 
63
 
 
3.2
 %
70-86 seat jets
 
112
 
 
112
 
 
 
Block hours 7
 
145,590
 
 
143,915
 
 
1.2
 %
Departures
 
84,804
 
 
82,399
 
 
2.9
 %
Average daily utilization of each aircraft (hours) 8
 
9.9
 
 
9.6
 
 
3.1
 %
Average length of aircraft flight (miles)
 
475
 
 
498
 
 
(4.6
)%
Average seat density
 
67
 
 
67
 
 
 

 

 

Operating Highlights - Branded
 
Three Months Ended March 31,
 
 
2011
 
2010
 
Change
Total revenues (millions)
 
$
395.4
 
 
$
352.3
 
 
12.2
 %
Passengers carried
 
3,245,040
 
 
3,211,375
 
 
1.0
 %
Revenue passenger miles (millions) 2
 
2,867
 
 
2,799
 
 
2.4
 %
Available seat miles ("ASM") (millions) 3
 
3,644
 
 
3,696
 
 
(1.4
)%
Passenger load factor 4
 
78.7
%
 
75.7
%
 
3.0 pts
 
Total revenue per available seat mile (cents)
 
10.84
 
 
9.53
 
 
13.9
 %
Passenger revenue per ASM (cents)
 
10.36
 
 
9.10
 
 
13.8
 %
Cost per ASM (cents) 5 6
 
12.12
 
 
11.19
 
 
8.3
 %
Fuel cost per ASM (cents) 9
 
4.35
 
 
3.50
 
 
24.3
 %
Cost per ASM, excluding fuel expense (cents) 5 6
 
7.77
 
 
7.38
 
 
5.3
 %
Gallons consumed
 
54,408,497
 
 
54,896,351
 
 
(0.9
)%
Average cost per gallon 9
 
$
2.92
 
 
$
2.36
 
 
23.7
 %
Operating aircraft at period end:
 
 
 
 
 
 
 
 
37-50 seat jets
 
13
 
 
11
 
 
18.2
 %
70-99 seat jets
 
35
 
 
39
 
 
(10.3
)%
120+ seat jets
 
55
 
 
52
 
 
5.8
 %
Block hours 7
 
89,350
 
 
96,059
 
 
(7.0
)%
Departures
 
41,839
 
 
45,341
 
 
(7.7
)%
Average daily utilization of each aircraft (hours) 8
 
10.9
 
 
11.1
 
 
(1.8
)%
Average length of aircraft flight (miles)
 
848.0
 
 
830.0
 
 
2.2
 %
Average seat density
 
103
 
 
98
 
 
5.1
 %
 
1.
Fixed-fee service revenues exclude cargo and other revenues and fuel expense that is pass-through cost for fixed-fee business.
 
2.
Revenue passenger miles are the number of scheduled miles flown by revenue passengers.
 
3.
Available seat miles are the number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
 
4.
Passenger load factor is revenue passenger miles divided by available seat miles.
 
5.
Total operating costs divided by available seat miles.
 
6.
Costs (in all periods) exclude impairments and other expenses not attributable to either fixed-fee or branded segments. Total operating and interest expenses excluding other impairment charges is not a calculation based on accounting principles generally accepted in the United States of America and should not be considered as an alternative to total operating expenses. Cost per available seat mile utilizing this measurement is included, as it is a measurement recognized by the investing public relative to the airline industry.
 
7.
Hours from takeoff to landing, including taxi time. 
 
8.
Average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival).
 
9.
Includes mark-to-market fuel hedge benefit of $8.7 million and expense of $1.6 million for the three months ended March 31, 2011 and 2010, respectively.

 

 

 
The following table sets forth information regarding the Company’s revenues and expenses for the three months ended March 31, 2011 and 2010. Individual expense components are also expressed in cents per ASM.
 
Three Months Ended
 
 
 
 
 
 
 
 
 
Cost per ASM
March 31, 2011
 
Fixed-fee
 
Branded
 
Other
 
Total
 
(cents)
TOTAL OPERATING REVENUES
 
$
258.8
 
 
$
395.4
 
 
$
4.9
 
 
$
659.1
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
   Wages and benefits
 
56.7
 
 
83.0
 
 
 
 
139.7
 
 
2.20
 
   Aircraft fuel
 
22.1
 
 
158.7
 
 
 
 
180.8
 
 
2.85
 
   Landing fees and airport rents
 
12.9
 
 
29.6
 
 
 
 
42.5
 
 
0.67
 
   Aircraft and engine rent
 
22.6
 
 
36.6
 
 
0.9
 
 
60.1
 
 
0.95
 
   Maintenance and repair
 
43.5
 
 
26.6
 
 
 
 
70.1
 
 
1.11
 
   Insurance and taxes
 
5.3
 
 
5.1
 
 
 
 
10.4
 
 
0.16
 
   Depreciation and amortization
 
31.5
 
 
18.3
 
 
1.3
 
 
51.1
 
 
0.81
 
   Promotion and sales
 
 
 
38.7
 
 
 
 
38.7
 
 
0.61
 
   Other
 
21.1
 
 
45.2
 
 
 
 
66.3
 
 
1.05
 
Total operating expenses
 
215.7
 
 
441.8
 
 
2.2
 
 
659.7
 
 
10.41
 
OPERATING INCOME (LOSS)
 
43.1
 
 
(46.4
)
 
2.7
 
 
(0.6
)
 
 
Total non-operating expense, net
 
(25.5
)
 
(8.8
)
 
(1.0
)
 
(35.3
)
 
(0.56
)
INCOME (LOSS) BEFORE INCOME TAXES
 
$
17.6
 
 
$
(55.2
)
 
$
1.7
 
 
$
(35.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
 
 
 
Cost per ASM
March 31, 2010
 
Fixed-fee
 
Branded
 
Other
 
Total
 
(cents)
TOTAL OPERATING REVENUES
 
$
251.1
 
 
$
352.3
 
 
$
5.3
 
 
$
608.7
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
   Wages and benefits
 
58.2
 
 
80.8
 
 
0.1
 
 
139.1
 
 
2.16
 
   Aircraft fuel
 
14.5
 
 
129.5
 
 
0.1
 
 
144.1
 
 
2.23
 
   Landing fees and airport rents
 
12.4
 
 
26.6
 
 
 
 
39.0
 
 
0.60
 
   Aircraft and engine rent
 
23.7
 
 
35.2
 
 
1.9
 
 
60.8
 
 
0.94
 
   Maintenance and repair
 
41.2
 
 
16.5
 
 
0.2
 
 
57.9
 
 
0.90
 
   Insurance and taxes
 
5.2
 
 
5.6
 
 
 
 
10.8
 
 
0.17
 
   Depreciation and amortization
 
31.0
 
 
17.8
 
 
2.7
 
 
51.5
 
 
0.80
 
   Promotion and sales
 
 
 
32.5
 
 
 
 
32.5
 
 
0.50
 
   Other impairment charges
 
 
 
11.5
 
 
 
 
11.5
 
 
0.18
 
   Other
 
23.2
 
 
57.7
 
 
0.6
 
 
81.5
 
 
1.26
 
Total operating expenses
 
209.4
 
 
413.7
 
 
5.6
 
 
628.7
 
 
9.75
 
OPERATING INCOME (LOSS)
 
41.7
 
 
(61.4
)
 
(0.3
)
 
(20.0
)
 
 
Total non-operating expense, net
 
(27.4
)
 
(9.0
)
 
(2.0
)
 
(38.4
)
 
(0.60
)
INCOME (LOSS) BEFORE INCOME TAXES
 
$
14.3
 
 
$
(70.4
)
 
$
(2.3
)
 
$
(58.4
)
 
 
 
Operating revenue in 2011 increased 8.3%, or $50.4 million, to $659.1 million from $608.7 million primarily as a result of increase in Frontier's unit revenues.  Total operating and interest expenses, excluding fuel and other impairment charges increased $2.7 million, to $514.4 million for 2011 compared to $511.7 million during 2010.
 
Factors relating to significant changes in operating expenses are discussed below. 
 
Aircraft fuel expense increased 25.5%, or $36.7 million, to $180.8 million for 2011 compared to $144.1 million for 2010 due primarily to the average cost per gallon for branded fuel increasing to $2.92 in 2011 compared to $2.36 in 2010. Fuel on the fixed-fee operation, which is a pass through cost, increased $7.6 million. The unit cost increased to 2.85¢ in 2011 compared to 2.23¢ in 2010.

 

 

 
Maintenance and repair expenses increased by 21.1%, or $12.2 million, to $70.1 million in 2011 compared to $57.9 million for 2010 due mainly to the increase of engine restoration and heavy check costs on Airbus aircraft.  The unit cost increased to 1.11¢ in 2011 compared to 0.90¢ in 2010.
 
Promotion and sales expenses increased 19.1%, or $6.2 million, to $38.7 million in 2011 compared to $32.5 million in 2010 primarily due to an increase in advertising expense and an increase in credit card interchange fees associated with the higher ticket prices.  The unit cost increased to 0.61¢ in 2011 compared to 0.50¢ in 2010.
 
Other impairment charges of $11.5 million for the three months ended March 31, 2010 were primarily the result of management’s decision to combine the branded operations under one name.  The unit cost was 0.18¢ in 2010.
 
Other expenses decreased 18.7%, or $15.2 million, to $66.3 million in 2011 from $81.5 million in 2010.  Integration and aircraft return costs decreased $11.1 million.  The unit cost decreased to 1.05¢ in 2011 compared to 1.26¢ in 2010. 
 
We recorded an income tax benefit of $13.5 million or 37.6% for the three months ended March 31, 2011, compared with an income tax benefit of $21.9 million or 37.5% effective tax rate in the prior year three months. The effective tax rate for the three months ended March 31, 2011, was slightly lower than the statutory rate due to non-deductible meals and entertainment expense which reduced our income tax benefit recorded related to the loss before income taxes of $35.9 million. 
 
Other Segment
 
The other segment includes all income and expense that are not associated with the branded or fixed-fee's normal operations. The revenue generated in the other segment consists of license fees on slots at DCA airport and aircraft sublease revenue. The expenses in this segment are related to the rent, depreciation, and interest on the subleased aircraft, unassigned aircraft expenses, and amortization on the slots.
 
 
Liquidity and Capital Resources
  
As of March 31, 2011, we had total cash of $467.3 million of which $241.4 million was unrestricted.  At March 31, 2011, we had a working capital deficit of $150.9 million.   The Company currently anticipates that its unrestricted cash on hand, the cash generated from operations, and other financings will be sufficient to meet its anticipated working capital and capital expenditure requirements for at least the next 12 months.
 
Working capital deficits are customary for airlines since the air traffic liability and a portion of the frequent flyer liability are classified as current liabilities.  Our liquidity depends to a large extent on the financial strength of our Partners in relation to our fixed-fee business and the number of passengers who fly in our branded passenger service, the fares they pay, our operating and capital expenditures, our financing activities, the amount of cash holdbacks imposed by our credit card processors, and the cost of fuel.  We cannot predict what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as volatile fuel prices, the economic recession, the global credit and liquidity crisis, weather-related disruptions, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism. 
 
Net cash provided by operating activities was $7.7 million and $24.3 million for the three months ended March 31, 2011 and 2010, respectively. The $16.6 million decrease in operating cash flows is primarily attributable to the increase in restricted cash related to increased levels of advanced bookings at a higher average fare during the same period in 2010. Under our current agreement, we are eligible to receive 5% of Visa/Mastercard settlements when travel is booked and 95% is available from our processor as passengers fly. The increase of $86.8 million in restricted cash is also attributable to the increase of advanced bookings at a higher average fare when comparing March 31, 2011 to December 31, 2010.
 
Net cash used in investing activities was $19.9 million and $5.2 million for the three months ended March 31, 2011 and 2010, respectively.  The increase in cash used in investing activities is primarily attributable to the $18.7 million of proceeds received from the sale of aircraft and other equipment in the first quarter of 2010.
 
Net cash used by financing activities was $37.6 million and $30.3 million for the three months ended March 31, 2011 and 2010, respectively.  During the first three months of 2011, we received proceeds of $13.8 million from our credit card affinity program. The $7.3 million increase in net cash used from the prior year relates to the difference between the payments on new debt offset by the decrease in proceeds compared to the prior year.

 

 

 
Aircraft Leases and Other Off-Balance Sheet Arrangements
 
We have significant obligations for aircraft and engines that are classified as operating leases and, therefore, are not reflected as liabilities on our balance sheet. Aircraft leases expire between 2011 and 2023. As of March 31, 2011, our total mandatory payments under operating leases for aircraft aggregated approximately $1.5 billion and total minimum annual aircraft rental payments for the next 12 months under all non-cancelable operating leases is approximately $242.2 million. 
 
Other non-cancelable operating leases consist of engines, terminal space, operating facilities, office space and office equipment. The leases expire through 2033. As of March 31, 2011, our total mandatory payments under other non-cancelable operating leases aggregated approximately $141.2 million. Total minimum annual other rental payments for the next 12 months are approximately $21.4 million.
 
Asset Impairment (2010)
 
As a result of the Company’s decision to unify its brand names, the Company announced its intent to discontinue the use of the tradename Midwest Airlines. During the three month period ended March 31, 2010, the Company fully impaired the value of the Midwest Airlines tradename intangible of $7.6 million to its fair value of zero based on level 3 inputs and incurred a write down on other assets related to the Midwest brand and aircraft liveries.  These impairments and other charges totaled $11.5 million in the first quarter of 2010 and are included in other impairment charges in the Statements of Operations.
 
 
Critical Accounting Policies
 
Recent Accounting Pronouncements
 
In January 2010, the FASB issued an amendment to the Fair Value Measurements and Disclosures topic of the ASC. This amendment requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment was effective for periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements, which was effective for fiscal years beginning after December 15, 2010. Accordingly, the Company has adopted this amendment in the current year by adding additional disclosures, except for the additional Level 3 requirements. The Company does not have any Level 3 measurements as of March 31, 2011.
 
In October 2009, the FASB issued guidance that changes the accounting for revenue arrangements with multiple deliverables. The guidance requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices and eliminates the use of the residual method of allocation.  The guidance establishes a hierarchy for determining the selling price of a deliverable, based on vendor-specific objective evidence, third-party evidence or estimated selling price.   In addition, this guidance expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. The guidance will be effective for the Company prospectively for revenue arrangements entered into or materially modified on or after January 1, 2011, with early adoption permitted. The Company adopted this accounting standard on January 1, 2011 and the impact to the financial statements was not material.
 
Item 3: Quantitative and Qualitative Disclosures about Market Risk
 
Interest Rates
 
Our earnings can be affected by changes in interest rates due to amount of cash and cash equivalents held and variable rate debt. At March 31, 2011 and December 31, 2010, approximately $488.9 million and $482.7 million, respectively, of our outstanding debt was at variable interest rates.   A one hundred basis point change in the LIBOR rate would increase or decrease interest expense by $4.9 million and $4.8 million, respectively.
 
Aircraft Fuel Price Risk
 
Our results of operations are materially impacted by changes in aircraft fuel prices. In an effort to manage our exposure to this risk, we periodically purchase call options on crude oil. We do not hold or issue any derivative financial instruments for trading purposes. These fuel hedges were not designated for hedge accounting, and, as such, realized and unrealized non-cash mark-to-market adjustments are included in aircraft fuel expense.  A one dollar change in the price per barrel of crude oil will

 

 

increase or decrease our fuel expense by $1.3 million for the three months ended March 31, 2011.  A one-cent change in the cost of each gallon of fuel would impact our pre-tax income by approximately $.5 million for the three months ended March 31, 2011, based on our current fleet and aircraft fuel consumption.
 
Airline Industry Competition
 
As mergers and other forms of industry consolidation including antitrust immunity grants take place, we might
or might not be included as a participant. Depending on which carriers combine and which assets, if any, are sold or otherwise transferred to other carriers in connection with such combinations, our competitive position relative to the post-combination carriers or other carriers that acquire such assets could be harmed. In addition, as carriers combine through traditional mergers or antitrust immunity grants, their route networks will grow and that growth will result in greater overlap with our network, which in turn could result in lower overall market share and revenues for us.
 
Item 4: Controls and Procedures
 
We maintain "disclosure controls and procedures", as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
 
Changes in Internal Control
 
Except as set forth below, during the three months ended March 31, 2011, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

 

 

 
Part II. OTHER INFORMATION
 
Item 1A. Risk Factors
 
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “10-K”), which could materially affect our business, financial condition or future results. The risks described in our 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
   
ITEM 6. Exhibits
 
(a)
Exhibits
 
 
31.1
 
Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
 
31.2
 
Certification by Timothy P. Dooley, Senior Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
 
32.1
 
Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
 
32.2
 
Certification by Timothy P. Dooley, Senior Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 

 

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
REPUBLIC AIRWAYS HOLDINGS INC.
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
Dated: May 10, 2011
By:
/s/ Bryan K. Bedford
 
 
Name: Bryan K. Bedford
 
 
Title: Chairman of the Board, Chief Executive Officer and President
 
 
(principal executive officer)
 
 
 
 
 
 
 
 
 
Dated: May 10, 2011
By:
/s/ Timothy P. Dooley
 
 
Name: Timothy P. Dooley
 
 
Title: Senior Vice President and Chief Financial Officer
 
 
(principal financial and accounting officer)