8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2007

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

	Delaware
	(State or other jurisdiction of incorporation)
000-49697		06-1449146
(Commission File Number)		(IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

 Registrant’s telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On April 25, 2007, Republic Airways Holdings Inc. (the “Company”) announced its results of operations for the quarter ended March 31, 2007. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. issued April 25, 2007, relating to its first quarter 2007 results.

(All other items on this report are inapplicable.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPUBLIC AIRWAYS HOLDINGS INC.
Date: April 26, 2007	By:	/s/ Robert H. Cooper
		Name: Robert H. Cooper
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Description

99.1 Press Release of Republic Airways Holdings Inc. issued on April 25, 2007, relating to its first quarter 2007 results.

EX-99.1

For Immediate release:

Exhibit 99.1

Contact: Warren R. Wilkinson

Republic Airways Holdings

Tel. (317) 484- 6042

Republic Airways Holdings Announces First Quarter 2007 Results

Indianapolis, Indiana,(April 25, 2007) - Republic Airways Holdings Inc. (NASDAQ/NM: RJET) today reported operating revenues of $290.4 million for the quarter ended March 31, 2007, a 12.9% increase, compared to $257.3 million for the same period last year.  The Company reported net income of $19.3 million for the quarter ended March 31, 2007, a 14.1% improvement over the $16.9 million reported in the prior year’s first quarter. The Company also reported earnings per diluted share of $0.44, compared to $0.39 for the same period last year.  The primary items of significance affecting the first quarter of 2007 are outlined below.

First Quarter Highlights

Excluding reimbursement for fuel expense, which is a pass-through cost to our partners, passenger revenues increased 26.7% for the first quarter of 2007. This increase was primarily as a result of a 24.8% increase in available seat miles (ASMs) to 2.5 billion ASMs, up from 2.0 billion ASMs and a 23.1% increase in block hours. These increases reflect the addition of 25 E170/175 regional jet aircraft placed into service since March 31, 2006 and 14 CRJ-200 regional jet aircraft placed into service during the first quarter of 2007.

Total operating expenses for the first quarter of 2007, including interest expense but excluding fuel charges (which are reimbursable by the Company’s major partners), of $194.1 million, increased approximately 25.4% from $154.8 million for the same quarter of 2006. Operating cost per ASM (CASM), including interest expense but excluding fuel, remained unchanged at 7.9¢.

During the quarter the Company took delivery of four new 86-seat E175 regional jets which were placed into fixed-fee service for US Airways. The Company entered into fixed rate debt financing arrangements for these aircraft. The Company also took delivery of ten 50-seat CRJ-200 regional jet aircraft on short-term leases which were placed into service with Continental. At present, the Company is operating 25 regional jets for Continental, 17 CRJ-200s and 8 E145s. Additionally the Company began service for Frontier Airlines with four 70-seat aircraft that had been delivered in 2006. At March 31, 2007, the Company’s fleet consisted of 189 regional jets including 95 E145 family aircraft, 76 E170 aircraft, 4 E175 aircraft and 14 CRJ200 aircraft.

On March 13, 2007, the Company amended its agreements with Delta Air Lines. The amendments provide for the cancellation of the Company’s warrants of 3,435,000 shares of common stock that had been issued to Delta, a decrease in the Company’s block hour reimbursement rates of approximately 3% for the sixteen 70-seat aircraft and the twenty-four 50-seat aircraft operated for Delta, and the early removal of the fifteen 37-seat aircraft between September 2008 and April 2009. The Company was also granted a pre-petition, unsecured general claim in the amount of $91 million. These agreements were approved by the Bankruptcy Court on March 27, 2007.

On March 16, 2007, the Company entered into an agreement with WexAir LLC, the company's former majority stockholder, to purchase two million shares of its Common Stock, par value $.001 per share, at a price of $20.50 per share, for total consideration of $41,000,000. The transaction settled on March 21, 2007.

Recent Developments

In April, the Company sold its $91 million pre-petition unsecured creditor claim against Delta Air Lines for approximately $44.6 million.

In order to reduce operational disruptions resulting from higher than planned pilot attrition and the integration of the CRJ fleet, the Company has reduced scheduled ASMs and block hours by approximately 3-4% for the months of May through September of 2007. The Company’s website has been updated with adjusted ASM and block hour forecasts for the remainder of 2007. The Company still expects to add a total of 54 regional jet aircraft to its fixed-fee operations during 2007, but at a more moderate integration pace than was previously planned.

Balance Sheet Information

At March 31, 2007 the Company had $156.5 million in cash and cash equivalents compared to $195.5 million as of December 31, 2006.  The Company’s long-term debt increased to $1.54 billion as of March 31, 2007, compared to $1.48 billion at December 31, 2006. All of the Company’s long-term debt is at fixed interest rates, and is secured by the aircraft. The Company also has significant long-term operating lease obligations.  At a 7% discount factor, the present value of these lease obligations was approximately $743.5 million as of March 31, 2007.

Corporate Information

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America. The airlines offer scheduled passenger service on more than 1,000 flights daily to 108 cities in 36 states, Canada, Mexico and the Bahamas through airline services agreements with six U.S. airlines. All flights are operated under the airline partner brand, such as AmericanConnection, Delta Connection, United Express, US Airways Express, Continental Express and Frontier. The airlines currently employ more than 3,800 aviation professionals and operate 189 regional jet aircraft.

The Company will conduct a telephone briefing to discuss its first quarter results tomorrow, April 26^th, at 10:30 a.m. EDT. For those wishing to participate please call 866-510-0705 and for international calls please dial 617-597-5363, the password is 59541385. A live Webcast of this briefing will also be available online at www.rjet.com - investor relations.

Additional Information

In addition to historical information, this release contains forward-looking statements. Republic Airways may, from time-to-time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass Republic Airways’ beliefs, expectations, hopes or intentions regarding future events. Words such as "expects," "intends," "believes," "anticipates," "should," "likely" and similar expressions identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to Republic Airways as of such date. Republic Airways assumes no obligation to update any forward-looking statement. Actual results may vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others, the risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this release by reference.

REPUBLIC AIRWAYS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars and Shares in Thousands, Except per Share Amounts)
(Unaudited)
Financial Highlights	Three Months Ended March 31,
	2007			2006			Change
OPERATING REVENUES
Passenger	$	284,402		$	248,176			14.6	%
Other		6,041			9,168			-34.1	%
Total operating revenues		290,443			257,344			12.9	%
OPERATING EXPENSES
Wages and benefits		50,742			40,145			26.4	%
Aircraft fuel		66,949			76,523			-12.5	%
Landing fees		12,052			8,594			40.2	%
Aircraft and engine rent		27,034			20,352			32.8	%
Maintenance and repair		27,006			22,381			20.7	%
Insurance and taxes		4,046			4,292			-5.7	%
Depreciation and amortization		24,510			21,418			14.4	%
Other		23,275			15,722			48.0	%
Total operating expenses		235,614			209,427			12.5	%
OPERATING INCOME		54,829			47,917			14.4	%
OTHER INCOME (EXPENSE)
Interest expense		(25,404	)		(21,869	)		16.2	%
Other income		2,786			1,966			41.7	%
Total other income (expense)		(22,618	)		(19,903	)		13.6	%
INCOME BEFORE INCOME TAXES		32,211			28,014			15.0	%
INCOME TAX EXPENSE		12,931			11,114			16.3	%
NET INCOME		19,280			16,900			14.1	%
PER SHARE, BASIC	$	0.45		$	0.40			12.5	%
PER SHARE, DILUTED	$	0.44		$	0.39			12.8	%
Weighted Average Common Shares
Basic		42,626			41,836			1.9	%
Diluted		44,306			42,944			3.2	%

Unaudited Operating Highlights
Operating Highlights	Three Months Ended March 31,
	2007			2006			Change
Passenger Revenues, excluding fuel (000)		217,453			171,653			26.7	%
Passengers carried		3,250,296			2,555,248			27.2	%
Revenue passenger miles (000)		1,710,698			1,374,290			24.5	%
Available seat miles (000)		2,452,784			1,965,202			24.8	%
Passenger load factor		69.7	%		69.9	%		-0.2 pts
Cost per available seat mile, including interest expense (cents)		10.64			11.77			-9.6	%
Fuel cost per available seat mile (cents)		2.73			3.89			-29.8	%
Cost per available seat mile, excluding fuel expense (cents)		7.91			7.88			0.4	%
Operating Aircraft at period end:
37-50 seat regional jets		109			95			14.7	%
70+ seat regional jets		80			57			40.4	%
Block hours		149,739			121,632			23.1	%
Departures		83,098			69,156			20.2	%
Average daily utilization of each aircraft (hours)		10.3			10.2			1.0	%
Average aircraft stage length (miles)		519			524			-1.0	%