Frontier Airlines 2012 Annual Report Download
Download and view the complete annual report
Please find the complete 2012 Frontier Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
 |
 |
___________________________________
x
o
REPUBLIC AIRWAYS HOLDINGS INC.
_____________________________
ox
ox
xo
xo
o
oxo
o
ox
DOCUMENTS INCORPORATED BY REFERENCE
Table of contents
-
Page 1
... reporting company o The aggregate market value of Common Stock held by non-affiliates (based upon the closing sale price of the Common Stock on the NTSDTQ National Market System (now the NTSDTQ Global Market System) on June 30, 2012 was approximately $269,114,505. Indicate the number of shares... -
Page 2
... Statements and Supplementary Data Changes in and Disagreements with Tccountants on Tccounting and Financial Disclosure Controls and Procedures Other Information 31 33 36 55 56 89 89 90 Part III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance... -
Page 3
... 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 of... -
Page 4
... and reported operating income improvement of $118.1 million in 2012. We view Frontier as an efficient, low-cost producer of narrowbody capacity and believe it is well-positioned to compete in Denver. We have fixed-fee regional jet code-share agreements with each of our Partners that require us... -
Page 5
..., and cost-efficient solutions for our Partners. We remain focused on anticipating and continuing to assist our Partners with their business strategies. • Take advantage of growth opportunities to operate larger regional jets - Network carrier consolidation, along with high fuel prices, has... -
Page 6
... opportunities and anticipate an increase in our ancillary sales per passenger in future periods. Markets and Routes Markets Ts of December 31, 2012 , we offered scheduled passenger service on 1,578 flights daily to 141 cities in 45 states, the Bahamas, Canada, Costa Rica, Dominican Republic... -
Page 7
Frontier Routes The following illustrates the routes we flew for our Frontier operations as of December 31, 2012 : 7 -
Page 8
... have long term maintenance agreements for our Tirbus aircraft and some Embraer aircraft (except for the information above), and we have made significant deposits with the aircraft lessors for future maintenance events which will reduce future cash requirements. Ts of December 31, 2012 and 2011 we... -
Page 9
.... We have never experienced any work stoppages or other job actions and generally consider our relationship with our employees to be good. 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... -
Page 10
...Age Position 51 54 39 52 57 55 57 60 52 51 Chairman of the Board, President and Chief Executive Officer Executive Vice President, Chief Operating Officer Senior Vice President, Chief Financial Officer, Treasurer and Secretary Senior Vice President, Corporate Development Director Director Director... -
Page 11
..., Delta, United and Continental, we are compensated on a fixed-fee basis on all of our 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 reservations, ticket issuance... -
Page 12
... fees, passenger liability insurance, hull insurance, war risk insurance, de-icing costs, and aircraft property taxes are some of the pass through costs included in our fixed-fee services revenue. Beginning in June 2009 we did not record fuel expense and the related revenue for the Delta operations... -
Page 13
... required to pay certain maintenance costs in transferring the aircraft to Tmerican's maintenance program. On January 24, 2013, the Company announced that it had reached an agreement with Tmerican to operate 53 Embraer E175 aircraft under the Tmerican Eagle brand with service to start in June 2013... -
Page 14
...a number of bankruptcies and liquidations among major and regional carriers and our recent acquisitions of branded carriers adds these risks to our business. The principal competitive factors in the airline industry are fare pricing, customer service, flight schedules and aircraft types. The airline... -
Page 15
... of air in the United States. We believe the aircraft in our fleet meet all emission standards issued by the EPT. We may become subject to additional taxes or requirements to obtain permits for green house gas emissions. Safety and Health Regulation The Company and its third-party maintenance... -
Page 16
... 31, 2012 , we have 71 small regional jets (37-50 seat aircraft), 70 of which are operating under fixed-fee code-share agreements and one aircraft is operating under pro-rate agreements. These aircraft are scheduled to be removed from fixed-fee operations between January 2014 and May 2016. In... -
Page 17
... effect on our financial condition, results of operations and the price of our common stock. 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 have negotiated "scope... -
Page 18
... fuel costs has been and may continue to be limited by economic and competitive conditions. We depend heavily on the Denver market to be successful. Our business strategy for Frontier is heavily focused on our Denver hub. Ts of December 31, 2012 , 89% of our flights originate or depart from Denver... -
Page 19
... their status as marketing alliance partners. Tmong other things, they share the use of two-letter flight designator codes to identify their flights and fares in the computerized reservation systems and permit reciprocity in their frequent flyer programs. Frontier does not have an extensive network... -
Page 20
... our income and our competitiveness for future business opportunities. Ts of December 31, 2012 , approximately 60% of the Company's workforce is employed under union contracts. Because of the high level of unionization among our employees, we are subject to risks of work interruption or stoppage and... -
Page 21
...-balance sheet obligations and any inability to pay would adversely impact our operations. The airline business is very capital intensive and, as a result, many airline companies are highly leveraged. During the years ended December 31, 2012 and 2011, our mandatory debt service payments for aircraft... -
Page 22
...or by an interruption of fleet service as a result of unscheduled or unanticipated maintenance requirements for our aircraft. Our business could be harmed if we lose the services of our key personnel. Our business depends upon the efforts of our Chief Executive Officer, Bryan Bedford, and our other... -
Page 23
... 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. Increases in insurance costs or... -
Page 24
... their operations. Generally, revenues for airlines depend on the number of passengers carried, the fare paid by each passenger and service factors, such as the timeliness of departure and arrival. Demand for air travel could weaken in an economic recession. Economic weakness in the United States... -
Page 25
... payments for flying more than the minimum number of flights specified in our code-share agreements. Should we enter into pro-rate revenue sharing agreements in the future our regional airline business will not be protected against weather or air traffic control cancellations and our operating... -
Page 26
... securities class action litigation against companies following periods of volatility in the market price of their securities. Tny similar litigation against us could result in substantial costs, divert management's attention and resources and harm our business. Future sales of our common stock... -
Page 27
...by or at the direction of persons who are not citizens of the United States if the number of such shares would exceed applicable foreign ownership restrictions. U.S. law currently requires that no more than 25% of the voting stock of our company or any other domestic airline may be owned directly or... -
Page 28
... Kansas City, MO Honolulu, HI Milwaukee, WI Denver, CO Our employees perform substantially all routine airframe and engine maintenance and periodic inspection of equipment. Our Partners or third parties provide ground support services and ticket handling services in all cities we serve our Partners... -
Page 29
..., 2012, management believes, after consultation with legal counsel, the ultimate outcome of any pending legal matters, except the information discussed below, will not have a material adverse effect on the Company's financial position, liquidity or results of operations. On June 10, 2011, Frontier... -
Page 30
ITEM 4. Mine Safety Disclosures Not Tpplicable. 30 -
Page 31
... date, there was no public market for our common stock. The following table sets forth the high and low sales prices of our common stock for the periods indicated. Year Ended December 31, 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2012 First Quarter Second... -
Page 32
... Stock Market (U.S. Companies) and (ii) an index of companies engaged in air transportation (SIC 4512), including regional airlines, whose stocks trade on the NTSDTQ, for the same period. Below is a summary of the equity compensation plans as of December 31, 2012 : Number of securities to be issued... -
Page 33
... Tnnual Report on Form 10-K. Years Ended December 31, 2012 2011 2010 2009 2008 (in millions) Statement of Operations Data: Operating revenues: Fixed-fee service Passenger service Charter and other $ Total operating revenues Operating expenses: Wages and benefits Tircraft fuel (2) Landing fees... -
Page 34
... 2008 Airline Operating Data: Passengers carried Revenue passenger miles (2) Tvailable seat miles(3) Passenger load factor (4) Revenue per available seat mile (5) Cost per available seat mile (6) Tverage passenger trip length (miles) Number of aircraft in operations (end of period): Regional Jets... -
Page 35
... accounting principles generally accepted in the United States of Tmerica 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... -
Page 36
... and reported operating income improvement of $118.1 million in 2012. We view Frontier as an efficient, low-cost producer of narrowbody capacity and believe it is well-positioned to compete in Denver. We have fixed-fee regional jet code-share agreements with each of our Partners that require us... -
Page 37
..., and cost-efficient solutions for our Partners. We remain focused on anticipating and continuing to assist our Partners with their business strategies. • Take advantage of growth opportunities to operate larger regional jets - Network carrier consolidation, along with high fuel prices, has... -
Page 38
... aircraft utilization are the most significant drivers of our revenue, as opposed to the number of passengers we carry or the fare the passengers pay. Passenger Service - Branded passenger service includes passenger ticket revenue and pro-rate revenue on our Frontier airline. Unlike our fixed fee... -
Page 39
... Republic segment includes all regional flying performed under fixed-fee and pro-rate agreements, subleasing activities, regional charter operations and the cost of any unallocated regional aircraft. The Frontier segment includes passenger service revenues and expenses for operating our Tirbus fleet... -
Page 40
... costs are shared between Republic and Frontier. Republic incurs fuel expense based on gallons consumed flying under the pro-rate agreement. The following tables sets forth information regarding the Company's statistical performance for the years ended December 31, 2012 and 2011. Operating... -
Page 41
... 1, 2012, United agreed to supply fuel directly to our flights under its code-share agreements and the Company will no longer recognize the cost of fuel and related revenue for fuel used under the United Code-Share Tgreement. Revenue passenger miles are the number of scheduled miles flown by revenue... -
Page 42
... number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival). Includes mark-to-market fuel hedge expense (benefit) of $2.2 and $(3.8) million for the years ended December 31, 2012 and 2011. 10. There were 15 Q400 aircraft added to service... -
Page 43
... and benefits Tircraft fuel Landing fees and airport rents Tircraft and engine rent Maintenance and repair Insurance and taxes Depreciation and amortization Promotion and sales Other impairment charges Other Total operating expenses $ 2012 1,102.1 247.9 27.4 1,377.4 2011 Republic Cost per Cost... -
Page 44
... due to an increase in scheduled heavy check maintenance on all aircraft and engine restorations on 50-seat aircraft. The decrease in promotion and sales unit cost was primarily related to the reduction in pro-rate flying for Frontier. The impairment in 2011 was primarily attributable to charge... -
Page 45
... Operating aircraft at period end: 37-50 seats 2011 $ $ $ Twelve Months Ended December 31, 2010 Change 1,534.0 $ 1,319.9 16.2 % $ 177.9 70.5 % 303.3 $ 1,110.7 24.0 % 1,377.8 73 148 731,440 78 147 740,489 440,452 69-99 seats Block hours 6 Departures Passengers carried Revenue passenger miles... -
Page 46
...the number of scheduled miles those seats are flown. Passenger load factor is revenue passenger miles divided by available seat miles. Total operating costs divided by available seat miles. Costs (in all periods) exclude impairments and other expenses not attributable to either Republic or Frontier... -
Page 47
... (6.3)% Frontier Years Ended December 31 Passenger service Cargo and other 2011 2010 Cost per ASM (cents) 2011 Cost per ASM (cents) 2010 Variance % Variance TOTTL OPERTTING REVENUES OPERTTING EXPENSES: Wages and benefits Tircraft fuel Landing fees and airport rents Tircraft and engine rent... -
Page 48
...pro-rate fuel being recorded on the Republic segment. Maintenance and repair unit cost increased 0.28¢ per TSM primarily due to higher scheduled heavy check maintenance and more engine restorations on 50-seat aircraft. Ts discussed above, the $90.2 million credit represents payments from Frontier... -
Page 49
... number of passengers who fly in our Frontier operations, the fares they pay, the cost of fuel, our operating and capital expenditures, our financing activities, the financial strength of our Partners in relation to our fixed-fee business, and the amount of cash holdbacks imposed by our credit card... -
Page 50
... Ts we enter new markets, increase the amount of space we lease, or add leased aircraft, we are often required to provide the airport authorities and lessors with a letter of credit. We also provide letters of credit for our workers' compensation insurance. Ts of December 31, 2012 and 2011, we had... -
Page 51
... have long term maintenance agreements for our Tirbus aircraft and some Embraer aircraft (except for the information above), and we have made significant deposits with the aircraft lessors for future maintenance events which will reduce future cash requirements. Ts of December 31, 2012 and 2011 we... -
Page 52
... Programs-The Company has a frequent flyer program that offers incentives to travel on its airlines and promotes customer loyalty. The program allows participants to earn mileage credits by flying on Frontier and through participating companies, such as credit card companies, hotels, and car rental... -
Page 53
... enough miles to redeem awards, or their account will deactivate after a period of inactivity, in which case the Company will recognize the related revenue when the miles expire as passenger service revenue. During 2012, we notified Frontier Early Returns Members that program rules would change such... -
Page 54
... 2011, respectively. (3) Includes $191.1 million of impairment charges for the fourth quarter of 2011. (4) Includes $9.8 million of frequent flyer revenue for the fourth quarter of 2012 related to the expiration of mileage credits resulting from a change in the Early Returns Program for Frontier... -
Page 55
... the actual cost to us to acquire these aircraft. To the extent we place these aircraft in service under our code-share agreements, our reimbursement rates may not be adjusted higher or lower to reflect any changes in our aircraft rental rates. Aircraft Fuel Price Risk Our results of operations are... -
Page 56
... CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Tccounting Firm 57 58 59 60 61 62 63 56 Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010 Consolidated Statements of... -
Page 57
..., the financial position of Republic Tirways Holdings Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 , in conformity with accounting principles generally accepted in... -
Page 58
...INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2011 (In millions, except share and per share amounts) 2012 ASSETS Current Tssets: Cash and cash equivalents 2011 $ 247.2 147.1 $ 219.3 Restricted cash Receivables-net of allowance for doubtful accounts of $2.9 and... -
Page 59
REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 , 2011 AND 2010 (In millions, except per share amounts) 2012 OPERTTING REVENUES: Fixed-fee service 2011 2010 $ Passenger service Charter and other 1,102.1 1,556.8 152.0 2,... -
Page 60
REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2012 , 2011 AND 2010 (In Millions) NET INCOME (LOSS) OF THE COMPTNY Other comprehensive income (loss), net: Pension and other postretirement plans, net of tax ... -
Page 61
... STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2012 , 2011 AND 2010 (In millions) Tccumulated Tdditional Other Paid-In Treasury Stock Comprehensive Tccumulated Earnings Total Capital Loss Balance at January 1, 2010 Stock compensation expense Exercise of employee stock... -
Page 62
... from refinancing of aircraft and issuance of debt (216.1) (208.5) 70.7 (214.4) 6.9 49.3 101.9 (60.0) Proceeds from common stock offerings, net Payments on early extinguishment of debt Proceeds from exercise of stock options Payments for debt issue costs Net cash from financing activities... -
Page 63
... are regional jet aircraft operated by Republic under a pro rate agreement with Frontier. Frontier, which we purchased out of bankruptcy in 2009, is a low-fare carrier that is in Denver, Colorado. We have fixed-fee regional jet code-share agreements with each of our Partners that require us to... -
Page 64
... costs are shared between Republic and Frontier. Republic incurs fuel expense based on gallons consumed flying under the pro-rate agreement. US Airways Code-Share Agreements Under our fixed-fee Jet Services Tgreements with US Tirways, we operated, as of December 31, 2012 , nine E145 aircraft... -
Page 65
... risk insurance, liability insurance and aircraft property taxes are pass through costs and included in our fixed-fee services revenue. Beginning in July 2012 we did not record fuel expense and the related revenue for the United operations. Unless otherwise extended or amended, the E170 code-share... -
Page 66
...-fee service revenues are derived from code-share agreements with US Tirways, Delta, Tmerican, United, and Continental. 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. During the years... -
Page 67
... of deposit that secure certain letters of credit issued for workers' compensation claim reserves and certain airport authorities. Restricted cash is carried at cost, which management believes approximates fair value. Restricted cash consisted of the following as of December 31, 2012 and 2011: 67 -
Page 68
...of customer sales Funds held for cash supported letters of credit and deposits on charter flights Other Total $ $ December 31, 2011 2012 109.7 $ 114.5 32.0 31.9 5.5 4.9 147.1 $ 151.4 Receivables primarily consist of amounts due from credit card companies and customers of our aircraft maintenance... -
Page 69
... and security fees. Passenger service revenues that have been deferred are included in the accompanying consolidated balance sheets as air traffic liability. Included in passenger service revenue are change fees imposed on passengers for making schedule changes to non-refundable tickets. Change fees... -
Page 70
... a frequent flyer program that offers incentives to travel on its airlines and promotes customer loyalty. The program allows participants to earn mileage credits by flying on Frontier and through participating in partner programs with other companies, such as credit card companies, hotels, and car... -
Page 71
... opportunities, may result in material changes to the deferred frequent flyer revenue balance as well as recognized revenue from the program. • Mileage Credits Sold - The Company has agreements with its co-branded credit card partner that require its partner to purchase miles as they are awarded... -
Page 72
... balance sheets for cash and cash equivalents, restricted cash, receivables, and accounts payable approximate fair values because of their immediate or short-term maturity of these financial instruments. Segment Information -The Company has two reportable operating segments: Republic and Frontier... -
Page 73
... the consolidated statements of operations related to our hedge contracts (in millions) for the years ended: 2012 Tircraft fuel expense (benefit) December 31, 2011 2010 $ 2.2 $ (3.8) $ 3.6 Fair Value of Debt - Market risk associated with our fixed and variable rate long-term debt primarily... -
Page 74
... held for sale as of December 31, 2011 primarily consisted of assets acquired from Frontier that were not planned to be used in operations. The Q400 were placed back into service during the second half of 2012 as a result of the new code-share agreement with Continental, which resulted in additional... -
Page 75
... which is reported in other operating expense in the consolidated statements of operations. In December 2011, we recorded a $191.1 million impairment charge as discussed in Note 3. 6. OTHER INTANGIBLE ASSETS On Tpril 30, 2012 and Tugust 23, 2012, the Company sold slots to United and Delta at Newark... -
Page 76
... liabilities consist of the following as of December 31 (in millions): Tccrued wages, benefits and related taxes Tccrued maintenance Tccrued interest payable Deferred revenue Other $ Total accrued liabilities $ 76 2012 52.6 46.0 17.6 28.1 94.5 238.8 2011 $ 43.6 63.5 18.8 30.3 $ 102.6 258.8 -
Page 77
... in 2014. Convertible note payable, bearing interest at a fixed rate of 6%, face value of $25.0 million, net of discount $2.1 million, due in full in 2019. 2,029.3 2,290.8 22.3 22.3 22.9 - Debt from affinity credit card program, bearing interest of 2.21% as of December 31, 2012 (LIBOR plus... -
Page 78
... method through January 2023. Future maturities of debt are payable, as follows for the years ending December 31 (in millions): 2013 2014 276.2 256.1 244.4 2015 2016 2017 Thereafter Total $ 227.0 285.7 830.1 2,119.5 9. COMMITMENTS Ts of December 31, 2012 , the Company leased 125 aircraft... -
Page 79
... Embraer 135 aircraft. The Company will record a liability for lease return conditions for the remaining leased aircraft once it is probable and estimable. Future minimum payments under non-cancelable operating leases are as follows for the years ending December 31 (in millions): 2013 2014 $ 2015... -
Page 80
... million in annual cost savings on average over the next three years, which may have a material adverse effect on our business, financial condition or results of operations. Ts of December 31, 2012 , approximately 60% of the Company's workforce is employed under union contracts. The union contracts... -
Page 81
... a portion of our Embraer 190 aircraft, and to increase our liquidity position. The following table summarizes common stock activity for the years ended December 31, 2012 , 2011, and 2010: (in millions) 2012 Beginning balance Stock offering Shares issued for stock options exercised Vesting of... -
Page 82
... rate is based on historical information and management's best estimate of future forfeitures. The expected term of options granted is derived from historical exercise experience and represents the period of time the Company expects options granted to be outstanding. Option valuation models require... -
Page 83
...: Restricted Stock Unvested at January 1, 2012 Vested Issued Surrendered Unvested at December 31, 2012 Awards 351,792 (145,797) 457,500 (25,625) 637,870 The grant date weighted-average fair value per share of restricted stock awards granted during the years ended December 31, 2012 , 2011, and... -
Page 84
... tax assets and liabilities as of December 31 are as follows (in millions): 2012 2011 DEFERRED TTX TSSETS: Current: Deferred frequent flyer revenue Nondeductible reserves and accruals Total Valuation allowance Total current deferred tax assets $ 21.0 $ 22.9 43.9 (12.6) 31.3 25.9 23.4 49.3 (14... -
Page 85
... of net operating losses previously reserved that were forgone in tax return filings Tdditions (deductions) for change in current year analysis Balance at December 31, $ $ 2012 182.5 $ - (0.1) 0.1 182.5 $ 2011 2010 166.9 $ 16.2 - (0.6) 182.5 $ 200.9 5.7 (36.3) (3.4) 166.9 The future use of... -
Page 86
...2011, was $5.5 million (net of tax of $2.3 million ), $4.1 million (net of tax of $2.6 million) and $1.5 million (net of tax of $0.9 million ), respectively. Expected Cash Flows - In 2013, no significant employer contributions are expected for the defined benefit plan. Total future benefit payments... -
Page 87
... rents. Selling and distribution costs are shared between Republic and Frontier. Republic incurs fuel expense based on gallons consumed flying under the pro-rate agreement. Segment financial information for the years ended December 31, 2012 , 2011, and 2010 for the Company's operating segments is as... -
Page 88
... and payment for costs and fees related to the Tvailable Tircraft, including for "C-checks" and usage of engine life limited parts. On January 24, 2013, the Company announced that it had reached an agreement with Tmerican to operate 53 Embraer E175 aircraft under the Tmerican Eagle brand. The... -
Page 89
... 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... -
Page 90
... person who beneficially owns more than ten percent of the Company's common stock, file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors, and greater than ten percent beneficial owners are required by SEC regulations to furnish the Company... -
Page 91
..., FINANCIAL STATEMENTS SCHEDULES (a) Documents filed as part of this report: Report of Independent Registered Public Tccounting Firm, Financial Statements: Consolidated Balance Sheets as of December 31, 2012 and 2011, Consolidated Statements of Operations for the years ended December 31, 2012 , 2011... -
Page 92
..., Inc. and the Flight Dispatchers in the employ of Chautauqua Tirlines, Inc. as represented by Transport Workers Union of Tmerica, TFL-CIO, dated as of June 1, 2007.(xxvi) Tgreement between Chautauqua Tirlines, Inc. and the Passenger and Fleet Service Employees in the service of Chautauqua Tirlines... -
Page 93
..., by and among Republic Tirways Holdings Inc., Imprimis Investors, LLC, Wexford Spectrum Fund I, L.P., Wexford Offshore Spectrum Fund, Wexford Partners Investment Co. LLC, WexTir LLC, and Delta Tir Lines, Inc.(i) Loan and Security Tgreement, by and between Fleet Capital Corporation and Chautauqua... -
Page 94
... 22, 2004.(iv) Form of warrant to purchase shares of common stock of Republic Tirways Holdings Inc. issued to Delta Tir Lines, Inc.(i) Form of warrant to purchase shares of common stock of Republic Tirways Holdings Inc. issued to Delta Tir Lines, Inc.(i) Delta Connection Tgreement, dated as of June... -
Page 95
... de Teronáutica S.T. and Republic Tirline Inc., dated as of September 5, 2008.(xxxiii) Tmendment No. 23 to Purchase Tgreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Teronáutica S.T. and Republic Tirline Inc., dated as of November 10, 2008. (xxxiv) Letter Tgreement DCT-015/2004... -
Page 96
... as of September 5, 2008.(xxxiii) Tmendment No. 16 to Letter Tgreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Teronáutica S.T. and Republic Tirline inc., dated as of November 10, 2008.(xxxiv) United Express Tgreement, by and between United Tir Lines, Inc. and Shuttle Tmerica... -
Page 97
... Frontier Tirlines, Inc., Republic Tirways Holdings Inc., Lynx Tviation, Inc. and Tirbus Financial Services, dated as of October 30, 2009. (xxxvi) Evidence of Transfer of Claim by Republic Tirways Holdings Inc. in favor of JPMorgan Chase Bank, N.T., dated as of Tpril 11, 2007.(xxiii) Stock Purchase... -
Page 98
... 11, 2011 Tmendment Number Two to Letter Tgreement between Embraer S.T. (fromerly known as Embraer - Empresa Brasileira de Teronautica S.T.) and Republic Tirline Inc., dated as of November 16, 2011. Letter of Tgreement 67, by and between Frontier Tirlines. Inc. and the Frontier pilots represented by... -
Page 99
...-Oxley Tct of 2002. Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T.) Portions of the indicated document have been afforded confidential treatment and have been filed separately with the Commission as required by Rule 406. T request for confidential... -
Page 100
... to the Registrant's Tnnual Report on Form 10-K for the year ended December 31, 2008. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 11, 2009. Incorporated by reference to the Registrant's Current Report on Form 10-K filed on May 21, 2009. Incorporated... -
Page 101
... of the Board, Chief Executive Officer and President (Principal Executive Officer) March 14, 2013 /s/ Timothy P. Dooley Timothy P. Dooley /s/ Lawrence J. Cohen Lawrence J. Cohen Director Senior Vice President and Chief Financial Officer (principal financial and accounting officer) March 14... -
Page 102
... Whlmhngton, County of New Castle, and the name of hts reghstered agent shall be The Corporathon Servhge Company. Section 1.02. Other Offices. The ... applhgable law. To the extent the speghal meethng of stogkholders hs galled for the purpose of nomhnathng persons for elegthon to the Board of... -
Page 103
... be prhma faghe evhdenge of the ghvhng of sugh nothge or report. Nothge shall be deemed to have been ghven to all stogkholders of regord who share an address hf nothge hs ghven hn aggordange whth the "householdhng" rules set forth hn Rule 14a-3(e) under the Exghange Agt and Segthon 233 of the DGCL... -
Page 104
...of the 10th day before the meethng date. Sugh lhst shall be arranged hn alphabethgal order and shall show the address of eagh stogkholder and the number of shares reghstered hn the name of eagh stogkholder. Sugh lhst shall be open to the examhnathon of any stogkholder, for any purpose germane to the... -
Page 105
... of the proxhes representhng sugh shares. Section 2.11. Treasury Stock. The Corporathon shall not vote, dhregtly or hndhregtly, shares of hts own gaphtal stogk owned by ht; and sugh shares shall not be gounted hn determhnhng the total number of outstandhng shares of the Corporathon's gaphtal stogk... -
Page 106
...the Board of Dhregtors, a Proposhng Stogkholder's nothge to the Segretary of the Corporathon shall set forth (h) the name, age, bushness address and reshdenge address of eagh nomhnee proposed hn sugh nothge, (hh) the prhnghpal oggupathon or employment of eagh sugh nomhnee, (hhh) the number of shares... -
Page 107
... (E) a representathon that the Proposhng Stogkholder hs a holder of regord of shares of the Corporathon enthtled to vote at the meethng and hntends to appear hn person at the meethng to nomhnate the person or persons speghfhed hn the nothge, and (F) a representathon whether the Proposhng Stogkholder... -
Page 108
..., "Public Disclosure " shall mean a dhsglosure made hn a press release hssued by the Corporathon or hn a dogument fhled by the Corporathon whth the Segurhthes and Exghange Commhsshon pursuant to Segthon 13, 14 or 15(d) of the Exghange Agt. Section 2.13. Meetings by Remote Communications . The Board... -
Page 109
..., Additional Directors, and Removal From Office . If any vagangy oggurs hn the Board of Dhregtors gaused by death, reshgnathon, rethrement, dhsqualhfhgathon, or removal from offhge of any dhregtor, or otherwhse, or hf any new dhregtorshhp hs greated by an hngrease hn the authorhzed number of... -
Page 110
... or sugh gommhttee. Section 3.12. Rules and Regulations . The Board of Dhregtors may adopt sugh rules and regulathons not hngonshstent whth the provhshons of law, the Certhfhgate of Ingorporathon or these Bylaws for the gondugt of hts meethngs and management of the affahrs of the Corporathon as... -
Page 111
...of hts progeedhngs and report the same to the Board of Dhregtors when requhred. Compensation . Members of speghal or standhng gommhttees may be allowed gompensathon for attendhng meethngs, hf the Board of Dhregtors shall so determhne. Section 4.03. ARTICLE V. NOTICE Section 5.01. Methods of Giving... -
Page 112
... the offhgers need be a stogkholder of the Corporathon. Section 6.02 Election and Term of Office. The offhgers of the Corporathon shall be elegted by the Board of Dhregtors. If sugh elegthon hs not held at the meethng held annually for the elegthon of offhgers, sugh offhgers may be so elegted at any... -
Page 113
... perform sugh other duthes as from thme to thme may be presgrhbed by the Board of Dhregtors or the Exeguthve Commhttee or asshgned by the Chahrman of the Board of Dhregtors. Section 6.08 Chief Executive Officer . The Chhef Exeguthve Offhger shall be the ghhef exeguthve offhger of the Corporathon and... -
Page 114
... for the fahthful dhsgharge of thehr duthes hn sugh sums and whth sugh surethes as the Board of Dhregtors shall determhne. Section 6.14. Chief Financial Officer . Subjegt to the dhregthon of the Board of Dhregtors and the Preshdent, the Chhef Fhnanghal Offhger shall perform all duthes and have all... -
Page 115
... thme to thme, the Board of Dhregtors shall determhne by resoluthon whhgh person or persons may shgn or endorse all ghegks, drafts, other orders for payment of money, notes, bonds, debentures or other evhdenges of hndebtedness that are hssued hn the name of or payable by the Corporathon, and only... -
Page 116
... or hnterest hn sugh share or shares on the part of any other person, whether or not ht shall have express or other nothge thereof, exgept as otherwhse provhded by the laws of the State of Delaware. Section 7.05. Regulations . The Board of Dhregtors may make sugh addhthonal rules and regulathons as... -
Page 117
... provhded, further, that sugh expenses hngurred by other employees and agents may be so pahd hn advange upon sugh terms and gondhthons, hf any, as the Board of Dhregtors deems approprhate. Section 9.03. Right of Claimant to Bring Action Against the Corporation . If a glahm under Segthon 9.01 hs not... -
Page 118
..., whthout lhmhtathon, a letter of gredht) to ensure that payment of sugh amounts as may be negessary to effegt hndemnhfhgathon as provhded hn thhs arthgle. Section 9.06. Indemnification of Employees and Agents of the Corporation . The Corporathon may, by agthon of the Board of Dhregtors, grant... -
Page 119
... extent. ARTICLE X. MISCELLANEOUS Section 10.01. Seal. The gorporate seal, hf one hs authorhzed by the Board of Dhregtors, shall have hnsgrhbed thereon the name of the Corporathon, and the words "Corporate Seal, Delaware." The seal may be used by gaushng ht or a fagshmhle thereof to be hmpressed or... -
Page 120
... of Republic Airways Holdings Inc.'s and subsidiaries internal control over financial reporting, appearing in this Annual Report on Form 10-K of Republic Airways Holdings Inc. and subsidiaries for the year ended December 31, 2012. /s/ DELOITTE & TOUCHE LLP Indianapolis, Indiana March 14, 2013 -
Page 121
... financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules... -
Page 122
... financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules... -
Page 123
... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2012 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 124
...the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy P. Dooley, Senior Vice President and Chief Financial Officer of the Company, hereby... -
Page 125