Frontier Airlines 2014 Annual Report Download
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REPUBLIC AIRWAYS HOLDINGS INC.
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DOCUMENTS INCORPORATED BY REFERENCE
Table of contents
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Page 1
...No o Indicate 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... -
Page 2
... and Financial Disclosure Controls and Procedures Other Information Part III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters... -
Page 3
... of such terms or other terminology are used to identify forward-looking statements. All forward-looking statements included in this Annual Report on Form 10-K are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward... -
Page 4
... airline services, operating as United Express, Delta Connection, or US Tirways Express/Tmerican Eagle, including service out of their hubs and focus cities. The Company operated aircraft under a pro-rate agreement with Frontier Tirlines, Inc. ("Frontier") which terminated during the first quarter... -
Page 5
...The Company is actively seeking opportunities to transition out of its 50-seat operational fleet with the ultimate objective to operate a single fleet type. • • • Markets and Routes Markets Ts of December 31, 2014, we offered scheduled passenger service on 1,229 flights daily to 101 cities... -
Page 6
... levels of service as of December 31, 2014: Partner Delta United US Tirways/Tmerican Routes The following route map illustrates the routes we flew for our Partners as of December 31, 2014: Hub and Focus Cities New York, NY (LGT and JFK); Detroit, MI (DTW); Cincinnati, OH (CVG) Chicago, IL (ORD... -
Page 7
... for either the early removal of aircraft or agreement termination for activity levels below the minimums. We perform our heavy and overnight maintenance at our facilities in Columbus, Indianapolis, Louisville, Pittsburgh and Kansas City, and we perform routine maintenance services from select line... -
Page 8
... temporarily parked an operational spare. The Company may need to park additional ERJ aircraft in 2015 and 2016 as a result of the current labor dispute, which could cause us to fail to meet the required performance levels under our CPTs. Ts of December 31, 2014, we had 1,733 employees who are not... -
Page 9
...Tirways, Tmerican, Delta, and United, 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 10
...agreement for Shuttle to operate nine additional E170 aircraft to be placed into service between the third quarter of 2015 and the second quarter of 2016 for a term of six years per aircraft. The amendment also provides for an extension of the air transportation services provided by the Company with... -
Page 11
... competitive factors in the airline industry are location, fare pricing, frequent flyer loyalty programs, customer service, routes served, flight schedules, aircraft types and code-share relationships. Certain of our competitors are larger and have significantly greater financial and other resources... -
Page 12
... otherwise complying with the laws, rules and regulations to which we are subject. Our flight operations, maintenance programs, record keeping and training programs are conducted under FTT approved procedures. The DOT allows local airport authorities to implement procedures designed to abate special... -
Page 13
... to the Company's aircraft maintenance and operations, including equipment, ground facilities, dispatch, communications, flight training personnel, and other matters affecting air safety. To ensure compliance with its regulations, the FTT requires airlines to obtain, and the Company has obtained... -
Page 14
... to service to smaller communities, higher labor costs, reduced revenue due to loss of incentive payments and/or penalties under our CPTs and potential early termination of CPTs. In early February 2014, the Company announced it could not extend its CPTs with Tmerican Tirlines and United Tirlines... -
Page 15
... employees. We may be unable to mitigate the cost of 50-seat aircraft expiring from fixed-fee agreements. Ts of December 31, 2014, we have 41 50-seat regional jets operating under fixed-fee code-share agreements which are scheduled to expire between Tugust 2015 and May 2016. In most cases, the term... -
Page 16
...can be operated by the regional code-share partners of such major airlines. These CBTs limit regional airlines to flying aircraft with a maximum take-off weight (MTOW) of 86,000 pounds and a maximum passenger configuration of 76 seats. In addition, CBTs for Delta and United limit the total number of... -
Page 17
...a maximum cap. If our annual rate increases are less than our actual cost escalations or if we incur expenses that are greater than the pre-determined amounts payable by our code-share partners, our financial results will be negatively affected. T majority of the Company's limited life parts are not... -
Page 18
... 40 years of operations, should the public perceive regional aircraft as less safe making our Partners less inclined to renew our contracts in the future, or should new legislation impose additional burdens on us, our financial condition, results of operations and the price of our common stock could... -
Page 19
... to weather or air traffic control, although these factors may affect our ability to receive incentive payments for flying more than the minimum number of flights specified in our code-share agreements. The airline industry is heavily regulated. Tirlines are subject to extensive regulatory and legal... -
Page 20
... result in substantial costs, divert management's attention and resources, and harm our business. Future sales of our common stock by our stockholders or insiders could depress the price of our common stock. Sales of a large number of shares of our common stock or the availability of a large number... -
Page 21
... the issuance of up to 5,000,000 shares of preferred stock that can be created and issued by our board of directors without prior stockholder approval, commonly referred to as "blank check" preferred stock, with rights senior to those of our common stock; limit the persons who can call special... -
Page 22
ITEM 1B. UNRESOLVED STAFF COMMENTS None 22 -
Page 23
... Indianapolis, IN Columbus, OH Louisville, KY Pittsburgh, PT Kansas City, MO Milwaukee, WI 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... -
Page 24
... considers routine to its business activities. Ts of December 31, 2014, 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. 24 -
Page 25
ITEM 4. Mine Safety Disclosures Not Tpplicable. 25 -
Page 26
... 10,334 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 or other lender financing, financial... -
Page 27
... in air transportation (SIC 4512), including regional airlines, whose stocks trade on the NTSDTQ, for the same period. Below is a summary of certain information with respect to the equity compensation plans of the Company as of December 31, 2014: Number of securities remaining available for future... -
Page 28
... Report on Form 10-K. Years Ended December 31, 2014 Statement of Operations Data: Operating revenues: Fixed-fee service Passenger service Other Total operating revenues Operating expenses: Wages and benefits Tircraft fuel (2) Landing fees and airport rents (1) Tircraft and engine rent Maintenance... -
Page 29
... releasing valuation allowances for state NOL's resulting in a $4.8 million in tax benefit. In addition, the Company's effective state tax rate decreased, which resulted in $4.2 million in tax benefit. Years Ended December 31, 2014 Airline Operating Data: Block hours Departures Passengers carried... -
Page 30
2014 Consolidated Balance Sheet Data: Cash and cash equivalents Tircraft and other equipment-net Total assets Long-term debt, including current maturities Total stockholders' equity $ 223.9 2,860.9 3,494.0 2,339.2 620.5 $ 2013 276.7 2,563.6 3,271.3 2,166.8 550.7 $ 2012 (in millions) 210.8 2,311.2 ... -
Page 31
...additional aircraft in 2015 and 2016, which would negatively affect our revenues and operating results and further impair our ability to meet the required performance levels under our capacity purchase agreements. See "Risk Factors". Sale of Frontier In October 2013, the Company entered into a stock... -
Page 32
... fixed-fee charter service in Tugust of 2015. We expect to return the three leased aircraft to the lessor in 2015 and the remaining two aircraft are under a firm sales agreement. Business Strategy • Develop culture that attracts and retains qualified airline professionals - Working together, we... -
Page 33
...changes in wage rates for contract, and noncontract employees and changes in costs of our benefit plans. Aircraft Fuel Ts of December 31, 2014, all of our aircraft fuel for operations is supplied directly by our code-share partners, and thus, we do not record expense or the related revenue for those... -
Page 34
...The following tables sets forth information regarding the Company's statistical performance for the years ended December 31, 2014 and 2013. Operating Highlights 2014 Fixed-fee service Passenger service Other Total revenues (millions) Total fuel expense (millions) Operating aircraft at period end: 44... -
Page 35
... available seat mile utilizing this measurement is included as it is a measurement recognized by the investing public relative to the airline industry. Hours from takeoff to landing, including taxi time. Tverage number of hours per day that an aircraft flown in revenue service is operated (from gate... -
Page 36
...a loss on sale of E190 aircraft of $5.8 million. The 2013 impairment charges of $21.2 million related to owned E190 aircraft and the write-off of maintenance deposits on leased E190 aircraft. The decrease in non-operating expenses was primarily due to the fair value gain the Company recorded for the... -
Page 37
... the United code-share agreement. Only fuel for pro-rate and fixed-fee charter flying is included in the fuel amount for the year ended December 31, 2013. Revenue passenger miles are the number of scheduled miles flown by revenue passengers. Tvailable seat miles are the number of seats available for... -
Page 38
...$ $ 2013 Compared to 2012 Operating revenues decreased by 2.2% due to a decrease in pro-rate flying for Frontier (which terminated in the first quarter of 2014), representing approximately $193 million, offset by an increase in Q400 flying with United Tirlines, new fixed-fee E190 scheduled charter... -
Page 39
...-off of maintenance deposits on leased E190 aircraft. The impairment charge is primarily related to the anticipated termination of pro-rate flying completed by the E190 fleet during the first quarter of 2014. We recorded an income tax expense of $33.0 million or 40.6% effective tax rate during 2013... -
Page 40
... aircraft that have scheduled delivery dates beginning in early 2015 and continuing through 2017. In January 2014, Bombardier announced that the aircraft would not be expected into service until early 2016. The Company has stopped making pre-delivery deposit payments on these aircraft. The Company... -
Page 41
... the early removal of aircraft or agreement termination for activity levels below the minimums. Total payments under these long-term maintenance agreements were $173.0 million, $163.8 million, and $119.4 million, for the years ended December 31, 2014, 2013 and 2012, respectively. Cash payments for... -
Page 42
..."). The annual limitation is based upon the enterprise value of the Company on the IRC 382 ownership change date multiplied by the applicable long-term tax exempt rate. If the utilization of deferred tax asset, and other carry forwards becomes uncertain in future years, we will be required to record... -
Page 43
... sets forth summary quarterly financial information for the years ended December 31, 2014 and 2013. Quarters Ended March 31 (1) Continuing Operations - 2014 Operating revenues Operating income (2) Net income(3) (5) Income (loss) per share - basic: Income from continuing operations Income (loss) per... -
Page 44
... including commodity price risk (such as, to a limited extent, aircraft fuel prices) and interest rate risk. Interest Rates Our earnings can be affected by changes in interest rates due to the amount of cash and securities held and variable rate debt. Tt December 31, 2014 and 2013, approximately $45... -
Page 45
... FINANCIAL STATEMENTS Report of Independent Registered Public Tccounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Comprehensive Income (Loss) for the years... -
Page 46
... executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements... -
Page 47
...term debt - less current portion 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... -
Page 48
...CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (In millions, except per share amounts) 2014 OPERTTING REVENUES: Fixed-fee service Passenger service Other Total operating revenues OPERTTING EXPENSES: Wages and benefits Tircraft fuel Landing fees and airport... -
Page 49
REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (In Millions) 2014 NET INCOME Other comprehensive income (loss), net: Pension and other post-retirement plans, net of tax Reclassification ... -
Page 50
... INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (In millions) Accumulated Other Comprehensive Loss $ (4.0) $ Additional Paid-In Capital Balance at January 1, 2012 Stock compensation expense Other Net income Pension, net of... -
Page 51
REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (In millions) 2014 OPERTTING TCTIVITIES: Net income from continuing operations Tdjustments to reconcile net income from continuing operations to net cash from ... -
Page 52
... airline services, operating as United Express, Delta Connection, US Tirways Express/Tmerican Eagle, including service out of their hubs and focus cities. The Company operated aircraft under a pro-rate agreement with Frontier Tirlines, Inc. ("Frontier") which terminated during the first quarter... -
Page 53
...Tirways, Tmerican, Delta, and United, 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 54
...agreement for Shuttle to operate nine additional E170 aircraft to be placed into service between the third quarter of 2015 and the second quarter of 2016 for a term of six years per aircraft. The amendment also provides for an extension of the air transportation services provided by the Company with... -
Page 55
... for 12 years after the date it is placed in service thereunder, subject to United's right to extend the term for any group of 10 aircraft for four years. In January 2015, the Company finalized amendments to its agreements with United and Embraer to increase the number of E175 aircraft deliveries by... -
Page 56
... our long-term charter agreement, restricted amounts for satisfying debt and lease payments due within the next year and certificates of deposit that secure certain letters of credit issued for workers' compensation claim reserves and certain airport authorities. Restricted cash is carried at cost... -
Page 57
..., provision for accrued aircraft return costs, recoverability of maintenance deposits, fair value of financial instruments and valuation of deferred tax assets. Under the code-share agreements, the Company estimates operating costs for certain pass through costs and records revenue based on these... -
Page 58
... of its fixed-fee service revenues under the agreements discussed above is rental income, inasmuch as the agreements identify the "right of use" of a specific type and number of aircraft over a stated period of time. The amount deemed to be rental income during 2014, 2013 and 2012 was $433.7 million... -
Page 59
... December 15, 2015 and the Company is still evaluating the impact to the consolidated financial statements. In June 2014, the FTSB issued TSU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could... -
Page 60
... issued a convertible note payable with a face value of $25.0 million, provided call rights on 28 of its owned aircraft and agreed to parent company guarantees related to future minimum lease payments, among other commitments. The Company elected the fair value option under TSC 825-10, " Financial... -
Page 61
...11, 2014, the Company announced the early termination of its 44 to 50 seat fixed-fee agreements with United Tirlines and Tmerican Tirlines, which were scheduled to terminate in 2014. These agreements began to wind down in March 2014 and resulted in the grounding of 27 small jet aircraft. The Company... -
Page 62
... affiliate of Indigo Partners LLC and the sale was completed on December 3, 2013. Ts a result the Company reported Frontier as discontinued operations on the consolidated statement of operations and consolidated statement of cash flows for all periods presented. Summarized financial information for... -
Page 63
... included certain information technology, operations and back office support. Billings by Republic under these transitional services agreements of $2.8 million for the year ended December 31, 2014, are recorded as a reduction of the costs to provide the respective service in the applicable expense... -
Page 64
... December 31, 2014 and 2013 consist of the following (in millions): 2014 Indefinite-lived intangible assets: Tirport slots Other assets: Tircraft pre-delivery deposits Tircraft lease and long-term deposits Chautauqua restructuring asset - See Note 3 Prepaid aircraft rents Debt issue costs and other... -
Page 65
...in full in July 2014. (1) Convertible note payable, bearing interest at a fixed rate of 6%, face value of $25.0 million, net of discount $0.5 million, due in full in 2019. (2) Total unsecured debt Total debt Current portion Long term debt, less current portion (1) 2014 $ 2,238.1 $ 2013 1,995.0 41... -
Page 66
... and maintenance provider that has a guaranteed minimum annual flight hour requirement. The minimum guaranteed amount based on the Company's current operations is $2.6 million per year through December 2016 for the E145 family of aircraft and $10.3 million per year through December 2014 for... -
Page 67
... early removal of aircraft or agreement termination for activity levels below the minimums. Total payments under these long-term maintenance agreements were $173.0 million, $163.8 million, and $119.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Ts part of the Company... -
Page 68
... that members of the IBT Local 357 failed to ratify a proposed four-year pilot labor agreement, which would have increased pay, improved work rules and allotted a significant signing bonus to our pilots. Our inability to pay our pilots, especially our new hire first officers, market level wages is... -
Page 69
...Employee Stock Options The 2002 Equity Incentive Plan expired on Tpril 19, 2012 with 22,434 shares available to be issued. These shares were canceled in Tpril of 2012 and as of December 31, 2014, there are no shares available for future issuance under the 2002 plan. On December 23, 2013, the Company... -
Page 70
... last 3 years due to net operating losses. The weighted average grant date fair value of options granted in 2014, 2013 and 2012 was $4.80, $5.28, and $2.02, respectively. The Company estimates the fair value of stock options issued using the Black-Scholes option pricing model. Expected volatilities... -
Page 71
The grant date weighted-average fair value per share of restricted stock awards granted during the years ended December 31, 2014, 2013, and 2012, was $10.50, $11.23 and $4.98, respectively. The total fair value of shares vested during the years ended December 31, 2014, 2013, and 2012, was $3.1 ... -
Page 72
... the effective tax rate. The Company does not anticipate that total unrecognized tax benefits would significantly change within the next 12 months. The following table reconciles the Company's tax liability for uncertain tax positions for the year ended December 31 (in millions): 2014 Balance at... -
Page 73
... annual Internal Revenue Code limit) of their eligible compensation. The Company's expense under this plan was $6.3 million, $5.9 million, and $5.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Qualified Defined Benefit Plan - The Company has a qualified defined benefit... -
Page 74
...February 26, 2015, the Company received written notice from Delta exercising their right to extend 24 aircraft under the E145 code-share agreement from May 2016 to May 2021. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable ITEM 9A. CONTROLS... -
Page 75
...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 with copies of all Section 16(a) forms they file. Based upon a review... -
Page 76
... "Executive Compensation" and "Non-Employee Director Compensation for 2014" in the Company's definitive Proxy Statement to be used in connection with the 2015 Tnnual Meeting of Stockholders is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... -
Page 77
... by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 1, 2014) EMB-145LR Tmended and Restated Purchase Tgreement Number GCT-025/98, by and between Embraer-Empresa Brasileira de Teronáutica S.T. and Republic Tirways Holdings Inc., dated as of Tpril 19, 2002.(i) Partial... -
Page 78
...to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005) Tmended and Restated Letter Tgreement GCT-026/98, by and between Embraer-Empresa Brasileira de Teronáutica S.T. and Republic Tirways Holdings Inc., dated as of Tpril 19, 2002.(i) Tmendment Number 1 to Tmended and... -
Page 79
... among Delta Tirlines, Inc., Republic Tirways Holdings Inc., Chautauqua Tirlines, Inc. and Shuttle Tmerica Corp., dated as of July 28, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on Tugust 11, 2008) Third Tmended and Restated Employment Tgreement, dated as... -
Page 80
...utica S.T. and Republic Tirline Inc., dated as of November 9, 2004.(Incorporated by reference to the Registrant's Registration Statement on Form ...and Republic Tirline Inc., dated as of June 5, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on Tugust 11, 2008) ... -
Page 81
... Teronáutica S.T. and Republic Tirline inc., dated as of November 10, 2008.(Incorporated by reference to the Registrant's Tnnual Report on Form 10-K for the year ended December 31, 2008) United Express Tgreement, by and between United Tir Lines, Inc. and Shuttle Tmerica Corp., dated as of December... -
Page 82
... March 15, 2012, amended on January 14, 2015) Tmendment Number Seven to Delta Connection Tgreement, by and among Delta Tirlines, Inc., Shuttle Tmerica Corp. (as assignee of Republic Tirline, Inc.) and Republic Tirways Holdings Inc., dated as of December 11, 2014. Stock Purchase Tgreement, dated May... -
Page 83
... to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013) Master Sublease Tgreement between Republic Tirline Inc. and FLYBE Limited dated as of September 16, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on October 29, 2014) 82 10.32... -
Page 84
... Section 1350, as adopted pursuant to Section 906 of the Sarbanes-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... -
Page 85
.... REPUBLIC TIRWTYS HOLDINGS INC. (Registrant) Dated: February 27, 2015 By: /s/ Bryan K. Bedford Bryan K. Bedford Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Tct of 1934, this report has been signed... -
Page 86
... 27, 2015 Director February 27, 2015 Director February 27, 2015 Director February 27, 2015 Director February 27, 2015 Vice President and Corporate Controller (Principal Tccounting Officer) February 27, 2015 Executive Vice President and Chief Financial Officer (Principal Financial Officer) February... -
Page 87
... render his services to the Company, as its Executive Vice President and Chief Operating Officer, during the Term (as defined below). In connection with his employment as Executive Vice President and Chief Operating Officer, the Executive shall serve without additional payment or compensation of any... -
Page 88
... the Executive the compensation and provide the Executive with the benefits described below. (a) Base Salary. During the Term, the Company shall pay the Executive an annual base salary of $350,000 ("Base Salary"). The Board shall review the Executive's Base Salary each year and shall have the right... -
Page 89
... for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus severance compensation provided for in Section 5(a). (b) Disability. The Company, by written notice to the Executive, may immediately terminate the Executive's employment in... -
Page 90
...perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, or (iii) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated... -
Page 91
...compensation shall be paid in 12 equal monthly installments following a qualifying event, with the first payment payable on the first regular payroll date occurring in the calendar month following the date of the Executive's termination of employment, provided that the Company has received a release... -
Page 92
... last calendar year. This severance compensation shall be paid in a lump sum on the first day of the month occurring at least 30 days following the effective date of the termination of employment; (ii) all outstanding options to purchase shares of the Company's common stock held by the Executive on... -
Page 93
...of the corporation, or in the ownership of a substantial portion of the assets of the corporation, within the meaning of Code Section 409A(a)(2)(A)(v) and the regulations thereunder. (d) Termination by the Executive at End of Term. (i) If the Executive gives notice to terminate his employment at the... -
Page 94
... of termination, with the first payment payable on the first regular payroll date occurring in the calendar month following the effective date of termination of the Executive's employment, provided that the Company has received a release following termination of employment signed by the Executive or... -
Page 95
...any applicable tax withholding associated with such benefit. The Company will provide the UATP card to the Executive within 30 days of the termination of the Executive's employment and thereafter each year on the anniversary of such date during the lifetime of the Executive. 6. Fo Other Compensation... -
Page 96
...any prorata payout of performance shares pursuant to Section 5(b)(iv) or Section 5(d)(iii)), Executive agrees to refrain from any competition with Company Group. (c) To the fullest extent permitted by applicable law, for a period of 12 months after the termination of employment with Company (for any... -
Page 97
... hand, or mailed, certified or registered mail, return receipt requested and postage prepaid: If to the Company: Republic Airways Holdings Inc. 8909 Purdue Road Suite 300 Indianapolis, IF 46268 Attn: Chief Executive Officer With a copy to each member of the Board If to the Executive: Wayne C. Heller... -
Page 98
...a termination of the Executive's employment under the circumstances provided for in this Agreement, the vesting and other terms of any equity awards (including options to purchase stock of the Company, restricted stock, restricted stock units and performance shares) held by the Executive on the date... -
Page 99
... Executive's employment with the Company or service as an officer, director or manager of the Company or any of the Subsidiaries. The right of the Executive to indemnification hereunder shall vest at the time of occurrence or performance of any event, act or omission giving rise to any demand, claim... -
Page 100
... of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such excise tax and other applicable taxes, (all computed at the highest applicable marginal rates), results in the receipt by the Executive, on an after-tax basis, of the... -
Page 101
required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within 15 calendar days after the date on which right to a Payment is triggered (if requested ... -
Page 102
IF WITFESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. REPUBLIC AIRWAYS HOLDIFGS IFC. By: /s/ Mark Plaumann Fame: Mark Plaumann Title: Chairman of the Compensation Committee of the Board of Directors WAYFE C. HELLER /s/ Wayne C. Heller 16 I/3516069... -
Page 103
... or local statute, regulation, or common law regarding employment, employment discrimination, termination, retaliation, equal opportunity, or wage and hour. I specifically understand that I am releasing Claims based on age, race, color, sex, sexual orientation or preference, marital status, religion... -
Page 104
...Group's directors and officers liability insurance, if any, in each case, to the same extent provided to other senior executives of the Company, (v) any claims and rights that cannot be waived by law, including but not limited to my right to file an EEOC charge but hereby waive my right to financial... -
Page 105
... Number Seven Effective Date"), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the "Agreement"), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 ("Delta"), Shuttle America Corporation (as assignee of Republic Airline... -
Page 106
... sole discretion, to further extend the term of such ERJ 175 Baseline Aircraft for a period of five (5) years beyond the applicable ERJ 175 Baseline Aircraft Extension Term (the "ERJ 175 Baseline Aircraft Subsequent Extension Term"). Delta may exercise this option by providing Operator no less than... -
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... of five (5) years beyond each respective Amended Expiration Date (the "ERJ-170 Baseline Aircraft Extension Term") by providing Operator no less than [*] prior written notice. If Delta exercises such option for one or more ERJ-170 Baseline Aircraft, then the monthly Aircraft Rent/Ownership Cost with... -
Page 108
... respective In-Service Date, each of the Placement Aircraft shall be in compliance with the then-current Delta Connection standards including, but not limited to, with respect to WiFi, cabin carpets, seat belts, seat covers, curtains, class dividers, seat track covers, bin strips (if applicable) and... -
Page 109
... Aircraft may require "C-checks" on their respective airframes prior to the end of their respective terms under the Agreement. [*]. (ii) In addition, at the end of each Placement Aircraft's respective term under the Agreement, Delta shall pay to Operator in the month following the last flight... -
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... superseded hereby. B. The Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. C. Except as specifically stated herein, all other terms and conditions of the Agreement shall... -
Page 111
... duly authorized representatives: Republic Airways Holdings Inc. By: /s/ Bryan K. Bedford Name: Bryan K. Bedford Delta Air Lines, Inc. By: /s/ Don Bornhorst Name: Don Bornhorst Title: SVP Delta Connection Title: Chairman, President & CEO Shuttle America Corporation By: /s/ Bryan K. Bedford... -
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EXHIBIT A ERJ 175 Baseline Aircraft and ERJ 175 Baseline Aircraft Engines Engines Fleet Tail Number [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Serial Number [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] In-Service Baseline Extension Date Term [*] [*] [*] [*] [*] [*] ... -
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... [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Serial Number [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] In-Service Date [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Amended Expiration Date [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] 10/01/21 Baseline Aircraft Extension Term... -
Page 114
... E170 Placement E170 Placement E170 Placement E170 Placement Tail Number [*] [*] [*] [*] [*] [*] [*] [*] [*] Serial Number [*] [*] [*] [*] [*] [*] [*] [*] [*] In-Service Date 09/09/15 [*] [*] [*] [*] [*] [*] [*] 04/15/16 Placement Aircraft Term 09/09/21 [*] [*] [*] [*] [*] [*] [*] 04/15/22 ESN... -
Page 115
... desire to amend the Agreement to, among other things, extend the Term thereof with regard to 20 EMB-170 aircraft and 8 EMB-175 aircraft operated by Republic pursuant to the Agreement beyond the current expiration date of September 4, 2015. AGREEMENT NOW, THEREFORE, in consideration of the promises... -
Page 116
... Return Date"), and (ii) with respect to each New Aircraft shall commence on the in Service date for such New Aircraft and continue until the return date for each such New Aircraft listed in Annex B to the Agreement (each a "New Aircraft Return Date"), in all cases subject to the prior termination... -
Page 117
... Fifth Amendment shall be effective as of September 4, 2015 (the "Effective Date"). 2. effect. 3. This Fifth Amendment may be executed in counterparts, all of which when taken together shall... in this Fifth Amendment, all of the terms and conditions of the Agreement shall remain in full force and 3 -
Page 118
IN WITNESS WHEREOF, the parties have duly executed this Fifth Amendment as of the date first above written. US AIRWAYS, INC. By: /s/ Kenji Hashimoto Name: Kenji Hashimoto Title: SVP Regional REPUBLIC AIRLINE INC. By: /s/ Timothy P. Dooley Name: Timothy P. Dooley Title: EVP/CFO 1 -
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ANNEX A TO REPUBLIC JET SERVICE AGREEMENT (Term of EMB Aircraft) Aircraft 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Return Date 2 -
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ANNEX B TO REPUBLIC JET SERVICE AGREEMENT (Term for the New Aircraft) 3 -
Page 121
FAA Registration No. [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Return Date Mar-2019 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ... -
Page 122
-
Page 123
... with American Airlines Group Inc., United Continental Holdings, Inc., and Delta Air Lines, Inc.) appearing in this Annual Report on Form 10-K of Republic Airways Holdings Inc. and subsidiaries for the year ended December 31, 2014. /s/ DELOITTE & TOUCHE LLP Indianapolis, Indiana February 27, 2015 -
Page 124
... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2015 By: /s/ Bryan K. Bedford Bryan K. Bedford President, Chief Executive Officer... -
Page 125
...'s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2015 By: /s/ Timothy... -
Page 126
..., the financial condition and results of operations of the Company at the end of, and for the period covered by, the Report. By: /s/ Bryan K. Bedford President, Chief Executive Officer and Chairman of the Board February 27, 2015 A signed original of this written statement required by Section... -
Page 127
... respects, the financial condition and results of operations of the Company at the end of, and for the period covered by the Report. By: /s/ Timothy P. Dooley Executive Vice President and Chief Financial Officer February 27, 2015 A signed original of this written statement required by Section 906... -
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