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Morningstar® Document Research℠
FORM 10-K
REPUBLIC AIRWAYS HOLDINGS INC - RJET
Filed: February 21, 2008 (period: February 20, 2008)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    Morningstar Document Research ® ℠FORM 10-K REPUBLIC AIRWAYS HOLDINGS INC - RJET Filed: February 21, 2008 (period: February 20, 2008) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ...not check if a smaller reporting company) 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 � No ⌧ Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered...

  • Page 3
    ... shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement to be used in connection with its 2008 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 4
    ...Procedures Other Information Part III Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions Principal Accountant Fees and Services Part IV...

  • Page 5
    ... In addition to historical information, this Annual Report on Form 10-K 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...

  • Page 6
    ...2007, respectively. Currently, we provide our Partners with regional jet service, operating as AmericanConnection, Continental Express, Delta Connection, Frontier Airlines, US Airways Express, or United Express, including service out of their hubs and focus cities in Atlanta, Boston, Denver, Chicago...

  • Page 7
    ... operations in St. Louis with American; in New York, Boston, Indianapolis, Philadelphia, Pittsburgh and Washington, D.C. with US Airways; in Columbus, Atlanta and Cincinnati with Delta; in Chicago and Washington D.C. with United, in Houston and Cleveland with Continental and in Denver with Frontier...

  • Page 8
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 9
    -6- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 10
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 11
    -7- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 12
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 13
    -8- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 14
    ... in Indianapolis, Columbus, Louisville, Pittsburgh and St. Louis, and we perform routine maintenance services from select line maintenance stations. All mechanics and avionics specialists employed by us have appropriate training and experience and hold required licenses issued by the FAA. We...

  • Page 15
    ... entertainment business management firm, which he founded in 1988. The firm is responsible for the financial affairs for numerous entertainment industry clients. Mr. Landesman is a member of the Media Entertainment Roundtable Committee and he is a certified public accountant. -10- Source: REPUBLIC...

  • Page 16
    ... our US Airways Express, AmericanConnection, Delta Connection, United Express, Continental Express and Frontier Airlines flights. In addition, under our code-share agreements, our passengers participate in frequent flyer programs of the Partners, and the Partners provide additional services such as...

  • Page 17
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 18
    ...31, 2007, we operated 15 ERJ-140 aircraft for American under a fixed-fee code-share agreement and provided 90 flights per day between St. Louis and designated outlying cities. Under the code-share agreement, American retains all passenger, certain cargo and other revenues associated with each flight...

  • Page 19
    ... 16 ERJ-170 aircraft for Delta under fixed-fee code-share agreements. As of December 31, 2007, we provided 330 flights per day as Delta Connection between Cincinnati, Columbus and Atlanta and designated outlying cities. In connection with a marketing agreement among Delta, Continental and Northwest...

  • Page 20
    ...-fee code-share agreements with United to operate seven ERJ-145 aircraft and 38 ERJ-170 aircraft to provide United Express Service in markets to be determined by United. As of December 31, 2007, we operated seven ERJ-145 aircraft and 28 ERJ-170 aircraft and provided 200 flights per day as United...

  • Page 21
    ... reports of a material nature. United may immediately terminate the respective code-share agreements if Chautauqua Airlines or Shuttle America operates, except pursuant to preexisting agreements with US Airways and Delta, any additional aircraft or turboprop aircraft pursuant to a marketing or code...

  • Page 22
    ...operated as code-share partners of major airlines, but also face competition from low-fare airlines and major airlines on some of our routes. The principal competitive factors in the airline industry are location, fare pricing, frequent flyer loyalty programs, customer service, routes served, flight...

  • Page 23
    ...created by our regional jet fixed-fee code-share agreements with US Airways, American, Delta, United, Continental and Frontier for all of our regional airline service revenues. Any material modification to, or termination of, our code-share agreements with any of these Partners could have a material...

  • Page 24
    ... regional affiliates to fly ERJ-190 and higher capacity aircraft and it is possible that our other partners will make the same decision. A decision by US Airways, American, Delta, United, Continental or Frontier to phase out our contract based code-share relationships and instead acquire and operate...

  • Page 25
    ... airports. United's hub airports are Denver, Washington Dulles, Los Angeles, Chicago O'Hare, Seattle and San Francisco. Our Partners may be restricted in increasing the level of business that they conduct with us, thereby limiting our growth. In general, the pilots' unions of certain major airlines...

  • Page 26
    ... airline other than Delta. Neither US Airways, United, Continental nor Frontier has similar "scope" limits on the size of aircraft we can operate for our other Partners. We cannot assure you that these "scope" clauses will not become more restrictive in the future. Any additional limit on the number...

  • Page 27
    ... pilots, customer service employees, flight attendants and dispatchers. We cannot assure you that future agreements with our employees' unions will be on terms in line with our expectations or comparable to agreements entered into by our competitors, and any future agreements may increase our labor...

  • Page 28
    ... create a public perception that our aircraft are not safe, which could result in air travelers being reluctant to fly on our aircraft and a decrease in revenues. Such a decrease could materially adversely affect our financial condition, results of operations and the price of our common stock. We...

  • Page 29
    ...be imposed on airlines and we cannot assure you that laws or regulations enacted in the future will not materially adversely affect our financial condition, results of operations and the price of our common stock. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar...

  • Page 30
    -23- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 31
    ... concerning our Partners, competitors, the airline industry or the economy in general; • strategic actions by us, our Partners or our competitors, such as acquisitions or restructurings; • media reports and publications about the safety of our aircraft or the aircraft types we operate; • new...

  • Page 32
    ... of ethics, adopted by our Board of Directors, which applies to all our employees, can also be found on our website, www.rjet.com/investor relations.html. Our audit committee charter is also available on our website. ITEM 1B. UNRESOLVED STAFF COMMENTS Not Applicable -25- Source: REPUBLIC AIRWAYS...

  • Page 33
    ... US Airways American Delta (2) United (3) Continental Frontier Total 15 âˆ' 24 24 24 25 54 15 15 15 âˆ' 24 (1) Excludes two ERJ-135 aircraft and one ERJ-145 aircraft that are not operated for any of our Partners. We use these aircraft for charter service and spares. (2) In August 2007, we...

  • Page 34
    ..., IN Indianapolis, IN Columbus, OH Louisville, KY Pittsburgh, PA St. Louis, MO In August 2007, we entered into a lease agreement for a 20,440 square foot flight and in-flight training center located in Plainfield, Indiana. The facility is expected to open in February 2008. Our employees perform...

  • Page 35
    ... 1, 2008 there were 36 stockholders of record of our common stock. We have never paid cash dividends on our common stock. The payment of future dividends is within the discretion of our board of directors and will depend upon our future earnings, our capital requirements, bank financing, financial...

  • Page 36
    ...) an index of companies engaged in air transportation (SIC 4512 and 4513), including regional airlines, whose stocks trade on the Nasdaq, for the same period. Below is a summary of the equity compensation plans as of December 31, 2007: A Number of securities to be issued upon exercise of outstanding...

  • Page 37
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 38
    ... market conditions, securities law limitations and other factors. The stock buy-back program does not obligate us to acquire any specific number of shares in any period, and may be modified, suspended, extended or discontinued at any time without prior notice. -30- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 39
    ...) Statement of Operations Data: Operating revenues: Regional airline services Charter and ground handling Other Total operating revenues Operating expenses: Wages and benefits Aircraft fuel (1) Passenger fees and commissions Landing fees Aircraft and engine rent Maintenance and repair Insurance and...

  • Page 40
    ... seat miles (000's) (5) Passenger load factor (6) Revenue per available seat mile (7) Cost per available seat mile (8) EBITDA (9) Average passenger trip length (miles) Number of aircraft in operations (end of period): Regional Jets: Owned Leased Saab Turboprops (10): Owned Leased Total aircraft...

  • Page 41
    ...and the related revenue for US Airways operations because US Airways pays for fuel directly. Beginning in January 2007, for certain United locations, we do not record fuel expense and the related revenue because United pays for fuel directly. Continental and Frontier also pay fuel directly and their...

  • Page 42
    ...) (7,124) (2) 1,057 (4,405) 14,937 - (1,716) 91,627 (10) Excludes two Saab 340 aircraft held for sale at December 31, 2003, one as of December 31, 2004, five as of December 31, 2005. -33- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 43
    ...2007, respectively. Currently, we provide our Partners with regional jet service, operating as AmericanConnection, Continental Express, Delta Connection, Frontier Airlines, US Airways Express, or United Express, including service out of their hubs and focus cities in Atlanta, Boston, Denver, Chicago...

  • Page 44
    ... the related revenue for US Airways operations because US Airways pays for fuel directly. Beginning in January 2007, for certain United locations, we do not record fuel expense and the related revenue because United pays for fuel Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered...

  • Page 45
    directly. Continental and Frontier pay fuel directly and their operations began in January and March 2007, respectively. -35- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 46
    ...costs of crew training, crew travel, airport, passenger and ground handling related expenses, all other lease expenses, professional fees and all other administrative, facilities and operational overhead expenses not included in other line items above. -36- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 47
    ...available seat miles. (5) Cost of aircraft fuel, including fuel taxes and into-plane fees. (6) Beginning in May 2005, we do not record fuel expense and the related revenue for US Airways operations because US Airways pays for fuel directly. Beginning in January 2007, for certain United locations, we...

  • Page 48
    (8) Average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival). -38- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 49
    ...an airline in Mexico during 2007. Other operating revenue decreased $3.7 million due to a decrease in payments from US Airways for the use of aircraft take-off and landing slots at LaGuardia airport, which expired at the end of 2006. Total operating and interest expenses, excluding fuel increased by...

  • Page 50
    ... meals and entertainment expense, primarily for our flight crews. In addition, during the fourth quarter of 2007 the Company reduced its estimated blended state tax rate based on its current operations. -40- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar...

  • Page 51
    ... 2006 with current Partners and will begin service for Frontier in the spring of 2007. Other operating revenue increased $6.4 million due to a full year of sublease revenue on aircraft and payments from US Airways for the use of aircraft take-off and landing slots in 2006 which we began recording in...

  • Page 52
    ... in flight crew training and travel expenses, passenger catering costs, and administrative expenses to support the increased 70-seat regional jet operations, offset by a decrease of $6.3 million in payments made to American in 2005 related to operating 70-seat aircraft at Chautauqua. The unit cost...

  • Page 53
    .... In January 2007, the Company and Frontier entered into an agreement, whereby, Republic will operate for Frontier 17 ERJ-170 aircraft. Nine of the 17 aircraft are currently in service and the remaining eight aircraft will be transitioned from our current Partners. We expect to fund future capital...

  • Page 54
    -43- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 55
    ... believe the contract will be terminated prior to the expiration date. The Company has a long-term agreement to provide, manage and repair certain airframe components and spare parts on the CRJ-200 aircraft through December 2009. Total payments under these long-term maintenance agreements were $76...

  • Page 56
    ... on the application of these and other accounting policies, see Note 2 in the notes to the consolidated financial statements. • Revenue Recognition. Under our fixed-fee arrangements with American, Delta, USAirways, United, Continental and Frontier, the Company receives a fixed-fee, as well...

  • Page 57
    ... are also reviewed annually. •Reportable Segments. The Company's only reportable segment is scheduled transportation of passengers and air freight under code-share agreements. In addition, the Company has charter service, aircraft leasing and commuter slot licensing fee revenues. These activities...

  • Page 58
    ... number of shares outstanding: Basic Diluted 2006 Operating revenues Operating income Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted New Accounting Standards $ $ $ $ In July 2006, the Financial Accounting Standards Board (FASB) issued...

  • Page 59
    ... income. We currently intend to finance the acquisition of aircraft through the manufacturer, third-party leases or long-term borrowings. Changes in interest rates may impact the actual cost to us to acquire these aircraft. To the extent we place these aircraft in service under our code-share...

  • Page 60
    ...8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2007 and 2006 Consolidated Statements of Income for...

  • Page 61
    ... 1 to the consolidated financial statements, substantially all revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc., United Air Lines, Inc., Continental Airlines, Inc., and Frontier Airlines, Inc. As discussed...

  • Page 62
    Indianapolis, Indiana February 19, 2008 -50- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 63
    ...Deferred credits and other non current liabilities Deferred income taxes Total liabilities Commitments and contingencies 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...

  • Page 64
    ... STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005 (In thousands, except per share amounts) OPERATING REVENUES: Regional airline services Charter and ground handling Other Total operating revenues OPERATING EXPENSES: Wages and benefits Aircraft fuel Landing fees Aircraft...

  • Page 65
    REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005 (In thousands) Accumulated Other Comprehensive Loss $ Balance at January 1, 2005 Stock compensation expense Common stock ...

  • Page 66
    ... (2,367) (8,574) 83,626 (24,318) (2,367) (32,892) $ 43 $ 293,127 $ - $ (142,411) $ (3,009) $ 278,336 $ 426,086 See accompanying notes to consolidated financial statements. -53- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 67
    ... other current assets Accounts payable Accrued and other liabilities Deferred revenue (Delta pre-petition claim) Other assets Net cash from operating activities INVESTING ACTIVITIES: Purchase of aircraft and other equipment Purchase of commuter slots Proceeds from sale of aircraft equipment Aircraft...

  • Page 68
    ... passenger and air freight service as US Airways Express, AmericanConnection, Delta Connection,United Express, Continental Express and Frontier Airlines under code-share agreements with US Airways, Inc. ("US Airways"), AMR Corporation ("American"), Delta Air Lines, Inc. ("Delta"), United Air Lines...

  • Page 69
    ... the Company's revenue is derived from agreements with its Partners. Termination of any of these code-share agreements could have a material adverse effect on the Company's financial position, results of operations and cash flows. -56- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008...

  • Page 70
    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation-The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Chautauqua, Shuttle America and Republic Airline. All significant intercompany accounts and transactions are eliminated in...

  • Page 71
    ... with American, Delta, US Airways, United, Continental and Frontier, the Company receives fixed-fees, as well as reimbursement of specified "pass-through" costs on a gross basis with additional possible incentives from our Partners for superior service. Regional airline service revenues are...

  • Page 72
    -58- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 73
    ... average aircraft in service during the term of the agreements with Delta. Stock Compensation-The Company maintains stock-based compensation plans which allow for the issuance of nonqualified stock options to officers, other key employees of the Company, and to members of the Board of Directors...

  • Page 74
    ... of the dilutive net income per common share. Segment Information-The Company has one reportable operating segment for the scheduled transportation of passengers and air freight under code-share agreements. The Company's charter service, slot leasing and aircraft leasing revenues are not considered...

  • Page 75
    ... an agreed rate. Prior to the expiration of the agreement to license the commuter slots, US Airways has the right to repurchase all, but not less than all, of the DCA commuter slots at a predetermined price. -61- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar...

  • Page 76
    ...and $10,957 as of December 31, 2007 and 2006, respectively. The American code-share agreement requires a debt sinking fund for the Company's required semi-annual payments. The Company's revolving credit facility with Bank of America Business Capital has a liquidity covenant, a specified fixed charge...

  • Page 77
    ... for these return conditions as of December 31, 2007, because the leases expire beginning in 2009. The Company will record a liability for these return conditions once the liability is probable and reasonably estimable. -63Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by...

  • Page 78
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 79
    ... the code-share agreements or if United terminates the agreements for our breach of certain reasons. As of December 31, 2007, approximately 77% of the Company's workforce is employed under union contracts. The union contract for Pilots is currently amendable. -64- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 80
    ... recorded as treasury stock on the Company's consolidated balance sheet. On August 28, 2007, the Company's Board of Directors authorized the purchase of up to $100,000 of the Company's common stock. The buy-back program provided for the shares to be purchased on the open market or through privately...

  • Page 81
    -65- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 82
    ... to expense relating to the stock option plans. The Company has a policy of issuing new common shares to satisfy the exercise of stock options. At December 31, 2007 there was $7,808 of unrecognized stock-based employee compensation expense for unvested stock options, and the expected remaining...

  • Page 83
    ... the Delta code-share agreement, the Company had issued warrants to purchase shares of its common stock related to the code-share agreement. Warrants issued were accounted for under SFAS No. 123 and EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring...

  • Page 84
    ...for the unrecognized tax benefits by up to $1,500. In addition, the Company's 2001 through 2007 tax years remain subject to examination by major tax jurisdictions due to our net operating loss carryforwards. -68- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar...

  • Page 85
    ... return costs. In December 2005, Shuttle America's turboprop code-share agreement with United expired thus allowing for the return of our Saab aircraft to the lessor. An agreement was reached with the lessors that released the Company of any further financial obligations upon return of the aircraft...

  • Page 86
    ... and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the Company's management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 using the criteria issued by the Committee of Sponsoring...

  • Page 87
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 88
    ... applicable to its executive officers, directors and greater than ten percent beneficial owners were complied with. Corporate Governance The information set forth under the caption "Corporate Governance" in the Company's definitive Proxy Statement to be used in connection with the 2008 Annual...

  • Page 89
    ...Agreement.(xxi) 2007 Equity Incentive Plan.(xxv) Form of Option Agreement for Non-Employee Directors.(i) Form of Option Agreement for Officers.(i) Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc. and Bryan...

  • Page 90
    ... Chautauqua Airlines, Inc. and the Flight Dispatchers in the employ of Chautauqua Airlines, Inc. as represented by Transport Workers Union of America, AFL-CIO, dated as of June 1, 2007.(xxvi) Agreement between Chautauqua Airlines, Inc. and the Passenger and Fleet Service Employees in the service of...

  • Page 91
    ... by and between Fleet Capital Corporation and Chautauqua Airlines, Inc.(i) Lease Agreement by and between the Indianapolis Airport Authority and Chautauqua Airlines, Inc. dba US Airways Express, dated as of June 17, 1994.(i) Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by...

  • Page 92
    ... as of December 27, 2001. There are fourteen additional Aircraft Security Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i) -73- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 93
    ... of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i) Form of warrant to purchase shares of common stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i) Delta Connection Agreement, dated as of June 7, 2002, by and among Delta Air Lines, Inc., Chautauqua Airlines...

  • Page 94
    ...Second Amended and Restated Employment Agreement, by and between Wayne C. Heller and Republic Airways Holdings Inc., dated as of September 5, 2007. (xxvii) Port Columbus International Airport Signatory Airline Operating Agreement and Lease, dated as of January 1, 2000.(i) Office/Shop Space Permit by...

  • Page 95
    ... 28, 2005.(x) Amendment No. 4 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronбutica S.A.and Republic Airline Inc., dated as of April 13, 2005.(x) -75- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 96
    ... Lines, Inc., Republic Airline Inc. and Republic Airways Holdings Inc.(vi) 10.45(a)†Amendment Number One to Delta Connection Agreement, by and among Delta Air Lines, Inc., Shuttle America Corp. (as assignee of Republic Airline Inc.) and Republic Airways Holdings Inc., dated as of March 12, 2007...

  • Page 97
    ...among Delta Airlines, Inc., Republic Airways Holdings Inc., Chautauqua Airlines, Inc. and Shuttle America Corp., dated as of March 12, 2007.(xxiii) 10.46 Stock Purchase Agreement, dated May 6, 2005, by and among Republic Airways Holdings, inc., Shuttle America Corporation and Shuttle Acquisition LLC...

  • Page 98
    ... to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. Incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 10, 2007. -78- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document...

  • Page 99
    ... this report to be signed on its behalf by the undersigned, thereunto duly authorized. REPUBLIC AIRWAYS HOLDINGS INC. (Registrant) Dated: February 20, 2008 By: /s/ Bryan K. Bedford Bryan K. Bedford Chairman of the Board, Chief Executive Officer and President (principal executive officer) Pursuant...

  • Page 100
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 101
    ... revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc., United Air Lines, Inc., Continental Airlines, Inc., Frontier Airlines, Inc., (ii) on January 1, 2006, the Company adopted Statement of Financial Accounting...

  • Page 102
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„

  • Page 103
    ...-Chief Executive Officer I, Bryan K. Bedford, Chief Executive Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact...

  • Page 104
    ... management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2008 By: /s/ Robert H. Cooper Robert H. Cooper Executive Vice President, Chief Financial Officer, Treasurer and Secretary Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 105
    ... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan K. Bedford, President, Chief Executive Officer and Chairman of the Board of the...

  • Page 106
    ... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert H. Cooper, Executive Vice President, Chief Financial Officer, Treasurer and...

  • Page 107
    _____ Created by Morningstar® Document Researchâ„ http://documentresearch.morningstar.com Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 21, 2008 Powered by Morningstar® Document Researchâ„