0001159154-12-000033.txt : 20121101 0001159154-12-000033.hdr.sgml : 20121101 20121101115941 ACCESSION NUMBER: 0001159154-12-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121101 DATE AS OF CHANGE: 20121101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49697 FILM NUMBER: 121172695 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-484-6000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 8-K 1 earningsrelease3rdq2012.htm 8-K EarningsRelease 3rdQ 2012



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): October 31, 2012

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):

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

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

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

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





Item 2.02    Results of Operations and Financial Condition.

On October 31, 2012, Republic Airways Holdings Inc. (the “Company”) announced its results of operations for the quarter ended September 30, 2012. A copy of the Company's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The press release furnished as Exhibit 99.1 contains financial measures that are not calculated in accordance with accounting principles generally accepted in the United States (GAAP).  The non-GAAP financial measures included in the press release are consolidated EBITDAR and consolidated EBITDAR margin. EBITDAR is earnings before interest expense, income tax expense, depreciation and amortization expense, and aircraft and engine rents.  Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the press release. 

The non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.  Management, however, believes that these non-GAAP financial measures, when used in conjunction with the results presented in accordance with GAAP, may provide a more complete understanding of the Company's results and may facilitate a fuller analysis of the Company's results, particularly in evaluating performance from one period to another.  Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analysis of results and to illustrate the results giving effect to the non-GAAP adjustments shown in the reconciliations.  Management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.
    

Item 9.01    Financial Statements and Exhibits .
    
(d)    Exhibits.

99.1    Press Release of Republic Airways Holdings Inc. issued on October 31, 2012, relating to its third quarter and annual 2012 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.


By:     /s/ Timothy P. Dooley    
Name:    Timothy P. Dooley
Title:    Senior Vice President and
Chief Financial Officer


Dated: November 1, 2012






EXHIBIT INDEX
Exhibit Number                    Description
99.1    Press Release of Republic Airways Holdings Inc. issued on October 31, 2012, relating to its third quarter and annual 2012 results.



 EX-99.1 2 exhibit9913rdqtr2012erpres.htm PRESS RELEASE Exhibit 99.1 3rd qtr 2012 ER Press Release


For Immediate Release:
        
Contact: Margaret Miller
Republic Airways Holdings
Tel. (317) 246-2628


Republic Airways Holdings Reports Third Quarter 2012 Financial Results
Reports Operating Margin of 8.3% on Frontier

Indianapolis, Indiana (October 31, 2012) - Republic Airways Holdings Inc. (NASDAQ/NM: RJET) today reported net income of $25.8 million, or $0.51 per diluted share, for the quarter ended September 30, 2012. This compares to net income of $9.0 million, or $0.18 per diluted share, for the same period last year. Operating revenues of $713.1 million, decreased 7.1%, compared to $767.9 million for last year's third quarter, on a 5.7% decrease in consolidated capacity.

“We continue to see improved financial performance on our Frontier Airlines business segment, made possible through our restructuring efforts completed last year and continued network and fleet optimization,” said Republic Airways Holdings Chairman, President and CEO Bryan Bedford. “We have been engaged in a similar restructuring effort with our Chautauqua Airlines subsidiary, our regional carrier which operates all of our smaller 44- and 50-passenger regional jets. Thus far, that effort has resulted in meaningful financial improvements. We are extremely grateful to our many business partners, who have supported our restructuring program; however, we still have work to accomplish to fully stabilize this division of our business. We will continue to work with all our remaining stakeholders to fully obtain the financial improvements necessary to ensure the sustainability of Chautauqua, which is vital to create long-term opportunities for our small regional jet business at Republic.”

The Company reported the following key metrics for the third quarter and the first nine months of 2012:

 
 
Three months ended September 30,
 
Nine months ended September 30,
(Unaudited)
 
2012
2011
% Change
 
2012
2011
% Change
(in millions, except as noted)
 
 
 
 
 
 
 
 
Consolidated operating revenues
 
$
713.1

$
767.9

(7.1
)%
 
$
2,138.8

$
2,166.7

(1.3
)%
Consolidated ASMs
 
6,472

6,863

(5.7
)%
 
19,234

19,936

(3.5
)%
Consolidated operating margin
 
10.3
%
6.4
%
3.9 pts

 
7.5
%
2.8
 %
4.7 pts

Consolidated net income
 
$
25.8

$
9.0

186.7
 %
 
$
38.7

$
(28.3
)
236.7
 %
Diluted Earnings per share (dollars)
 
$
0.51

$
0.18

183.3
 %
 
$
0.79

$
(0.59
)
233.9
 %
 
 
 
 
 
 
 
 
 
Consolidated EBITDAR
 
$
183.1

$
166.6

9.9
 %
 
$
490.2

$
405.9

20.8
 %
Consolidated EBITDAR margin
 
25.7
%
21.7
%
4.0 pts

 
22.9
%
18.7
 %
4.2 pts

 
 
 
 
 
 
 
 
 
Frontier total revenue per ASM (cents)
 
12.33

11.70

5.4
 %
 
11.98

11.22

6.8
 %
Frontier operating income (loss)
 
$
31.1

$
0.1

nm

 
$
26.4

$
(67.9
)
nm

Frontier operating margin
 
8.3
%
—

8.3 pts

 
2.4
%
(6.8
)%
9.2 pts







Business Segment Presentation
As announced in the fourth quarter of 2011, the Company has adjusted its presentation of business segments in 2012 and has revised the prior year's information to conform to the current period segment presentation. Reportable segments now consist of Republic and Frontier. The Republic segment includes all regional flying performed by sub-100-seat aircraft operating under either fixed-fee or pro-rate agreements, subleasing activities, regional charter operations as well as the cost of any unassigned regional aircraft. The Frontier segment includes passenger service revenues and expenses for operating Frontier's Airbus fleet, as well as its charter and cargo operations.

Republic Segment Summary
Republic revenues decreased 14.9%, or $58.9 million, compared to the prior year's third quarter, due primarily to a decrease of $29.3 million in fuel reimbursement under its fixed-fee agreements. Effective July 1, 2012, Republic no longer records fuel expense and does not recognize fuel-related pass-through revenue under any of its fixed-fee agreements. The remaining revenue decrease is due to lower block hour production on Republic, which decreased 3.7% from the prior year's third quarter, due mainly to 50-seat aircraft that remained unassigned after being discontinued from Frontier pro-rate operations in Milwaukee.

Income before taxes for Republic was $12.6 million for the quarter, compared to a pre-tax income of $16.7 million for the third quarter of 2011. Pre-tax results on Republic were negatively impacted by $2.9 million, or 0.08 cents per ASM of other expenses comprised of a loss of $11.2 million associated with the sale of five E190 aircraft which was partially offset by an $8.3 million gain on the sale of slots.

Fuel costs for Republic were $25.4 million for the quarter, a decrease of $53.7 million from the prior year's third quarter, due mainly to the removal of any fuel expense under fixed-fee agreements. The price per gallon decreased 4.2% from $3.35 to $3.21 year over year for the quarter. The Company has removed more than 20 aircraft from pro-rate operations over the last year, which resulted in lower fuel consumption in the third quarter of 2012. The majority of these aircraft have been placed into fixed-fee service or subleased.

Cost per Available Seat Mile (“CASM”), including interest expense but excluding fuel, increased 7.3% to 8.74¢ for the third quarter of 2012, from 8.15¢ for the same quarter of 2011. The increase is mainly due to expenses for aircraft that were unassigned and not producing ASMs during the quarter, and reduced seat count on our 58 US Airways E-jets, which have been reconfigured with first class cabins with approximately 7% fewer seats.

As of September 30, 2012, Republic operated 63 aircraft with 44-50 seats and 131 aircraft with 69-80 seats to support its fixed-fee commercial agreements. Additionally, Republic operated one aircraft with 50 seats and 17 aircraft with 99 seats under pro-rate agreements with Frontier. Nine 37- to 76-seat aircraft remained unassigned as of September 30, 2012.

Frontier Segment Summary
Total Frontier revenues increased 1.1% to $375.7 million for the quarter, compared to $371.6 million for the same period in 2011. Capacity on Frontier, as measured by ASMs, decreased 4.0% from the prior year's third quarter. Load factor for the third quarter was 91.6%, an increase of 0.8 points from the third quarter of 2011. Total revenue per ASM (“TRASM”) was 12.33¢, an increase of 5.4% from the same quarter in 2011.

For the quarter ended September 30, 2012, Frontier posted pre-tax income of $29.8 million compared to a pre-tax loss of $1.5 million for the quarter ended September 30, 2011. The significant improvement in




Frontier's financial results was driven by solid unit revenue increases and lower unit costs as a result of the network and financial restructuring completed in 2011.

The operating unit cost for Frontier operations, excluding fuel, was 6.86¢ for the quarter, a 3.1% decrease compared to 7.08¢ for the same quarter in 2011. Frontier's unit cost for the third quarter of 2012 includes approximately 0.34¢ related to expenses associated with pro-rate operations between Republic and Frontier.

Fuel costs for Frontier were $135.4 million for the quarter, a decrease of $11.3 million from the prior year's third quarter. The fuel cost per gallon, including into-plane taxes and fees, decreased 3.2% to $3.31 for the third quarter of 2012, compared to $3.42 for last year's third quarter. The third quarter results include a benefit on fuel hedges of $1.6 million, or $0.04 per gallon, while the 2011 results include an expense of $5.0 million, or $0.12 per gallon. Frontier currently has approximately ten percent of its anticipated Airbus fuel consumption hedged through March 31, 2013.

As of September 30, 2012, Frontier operated a total of 57 Airbus aircraft versus 59 Airbus aircraft as of September 30, 2011. One A319 aircraft was pulled down from the operations during the quarter to prepare the aircraft for return to the lessor during the fourth quarter

Recent Business Developments
On July 25, 2012, the Company announced the sale of five E190 aircraft to US Airways. Three of the aircraft will be delivered in the fourth quarter of 2012, and the remaining two aircraft are planned for delivery in the first quarter of 2013.

On October 25, 2012, the Company announced it had entered into a multi-year charter contract to operate five E190 aircraft on behalf of Caesars Entertainment Operating Company. The aircraft are expected to go into service in January 2013 and will be sourced through a reduction in E190 pro-rate operations between Republic and Frontier.

On October 26, 2012, the Company amended its contract with Delta Air Lines to operate an additional seven 50-seat E145 aircraft under its existing capacity purchase agreement for a one-year period. All seven aircraft are expected to be in service before the end of 2012. The Company does not expect to have any unassigned aircraft by the end of 2012.

On October 29, 2012, the Company finalized its restructuring agreements with several key stakeholders on its 50-seat regional jet program. The agreements, combined with other business improvement initiatives, are expected to improve the operating cash flow of the Company by approximately $45 million annually over the next five years. However, the Company is still in negotiations with several other critical stakeholders which are necessary to complete the comprehensive restructuring effort for Chautauqua Airlines.

Balance Sheet and Liquidity
The Company's total cash balance increased $46.6 million to $417.3 million as of September 30, 2012, compared to December 31, 2011. Restricted cash increased $38.7 million, to $190.1 million, from December 31, 2011. The Company's unrestricted cash balance increased $7.9 million, to $227.2 million, from December 31, 2011. A condensed cash flow statement has been provided in the tables section of this release.

The Company's debt decreased to $2.20 billion as of September 30, 2012, compared to $2.36 billion at December 31, 2011. As of September 30, 2012, approximately 85% of the total debt is at a fixed interest rate. The Company has significant long-term lease obligations for aircraft that are classified as operating leases and are not reflected as liabilities on the Company's consolidated balance sheet. At a 6.0% discount




factor, the present value of these lease obligations was approximately $1.07 billion and $1.20 billion as of September 30, 2012 and December 31, 2011, respectively. A condensed balance sheet as of September 30, 2012 and December 31, 2011 has been provided in the tables section of this release.

Corporate Information
Republic Airways Holdings, based in Indianapolis, Indiana, is an airline holding company that owns Chautauqua Airlines, Frontier Airlines, Republic Airlines and Shuttle America, collectively “the airlines.” The airlines operate a combined fleet of more than 280 aircraft and offer scheduled passenger service on nearly 1,500 flights daily to over 135 cities in the U.S. as well as to the Bahamas, Canada, Costa Rica, Dominican Republic, Jamaica, Mexico and the Turks and Caicos islands under branded operations at Frontier, and through fixed-fee flights operated under airline partner brands, including AmericanConnection, Continental Express, Delta Connection, United Express, and US Airways Express. The airlines currently employ approximately 10,000 aviation professionals. For more information on Republic Airways, please visit our website at www.rjet.com.

The Company will conduct a telephone briefing to discuss its third quarter results tomorrow afternoon (Thursday, November 1) at 1:00 p.m. EST. This call is being webcast by Thomson/Reuters and can be accessed at Republic Airways Holdings' website at www.rjet.com. Those wishing to participate can do so by calling 866-783-2137. International callers can participate by calling +1-857-350-1596; the password is 87562548.

Additional Information
In addition to historical information, this release contains forward-looking statements. Republic Airways Holdings Inc. 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,” “may,” “will,” “should,” “plan,” “estimate,” “predict,” “potential,” “continue,” or “likely” and similar expressions as well as the negative of such expressions are used to identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to Republic Airways as of such date. Republic Airways assumes no obligation to update any forward-looking statement. Actual results may vary, and could differ materially, from those anticipated, estimated, projected or expected in these forward-looking statements for a number of reasons, including, among others, the risk factors disclosed in the Company's most recent filing with the Securities and Exchange Commission.








REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share amounts)
 (Unaudited)
 
Three Months Ended
Nine Months Ended
 
2012
 
2011
 
Change
2012
 
2011
 
Change
OPERATING REVENUES:
 
 
 
 
 
 
 
 
 
 
Fixed-fee service
$
268.7

 
$
277.1

 
(3.0
)%
$
828.7

 
$
808.9

 
2.4
 %
Passenger service
409.1

 
469.0

 
(12.8
)%
1,190.4

 
1,291.7

 
(7.8
)%
Cargo and other
35.3

 
21.8

 
61.9
 %
119.7

 
66.1

 
81.1
 %
Total operating revenues
713.1

 
767.9

 
(7.1
)%
2,138.8

 
2,166.7

 
(1.3
)%
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
Wages and benefits
142.6

 
141.5

 
0.8
 %
420.5

 
425.9

 
(1.3
)%
Aircraft fuel
160.8

 
225.8

 
(28.8
)%
543.7

 
633.4

 
(14.2
)%
Landing fees and airport rents
40.7

 
40.5

 
0.5
 %
129.6

 
126.0

 
2.9
 %
Aircraft and engine rent
61.9

 
68.4

 
(9.5
)%
186.1

 
193.8

 
(4.0
)%
Maintenance and repair
80.4

 
80.5

 
(0.1
)%
225.4

 
228.8

 
(1.5
)%
Insurance and taxes
9.2

 
11.1

 
(17.1
)%
30.7

 
32.4

 
(5.2
)%
Depreciation and amortization
47.7

 
49.3

 
(3.2
)%
143.3

 
151.6

 
(5.5
)%
Promotion and sales
27.5

 
33.4

 
(17.7
)%
86.7

 
105.7

 
(18.0
)%
Other
68.8

 
68.5

 
0.4
 %
212.0

 
208.6

 
1.6
 %
Total operating expenses
639.6

 
719.0

 
(11.0
)%
1,978.0

 
2,106.2

 
(6.1
)%
OPERATING INCOME
73.5

 
48.9

 
50.3
 %
160.8

 
60.5

 
165.8
 %
 
 
 
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
 
 
Interest expense
(31.1
)
 
(33.8
)
 
8.0
 %
(96.2
)
 
(104.2
)
 
7.7
 %
Other-net
—

 
0.1

 
(100.0
)%
0.2

 
0.4

 
(50.0
)%
Total other income (expense)
(31.1
)
 
(33.7
)
 
7.7
 %
(96.0
)
 
(103.8
)
 
7.5
 %
 
 
 
 
 
 
 
 
 
 
 
(LOSS) INCOME BEFORE INCOME TAXES
42.4

 
15.2

 
178.9
 %
64.8

 
(43.3
)
 
249.7
 %
 
 
 
 
 
 
 
 
 
 
 
INCOME TAX (BENEFIT) EXPENSE
16.6

 
6.2

 
167.7
 %
26.1

 
(15.0
)
 
274.0
 %
 
 
 
 
 
 
 
 
 
 
 
NET (LOSS) INCOME OF THE COMPANY
$
25.8

 
$
9.0

 
186.7
 %
$
38.7

 
$
(28.3
)
 
236.7
 %
NET (LOSS) INCOME PER COMMON SHARE - BASIC
$
0.53

 
$
0.19

 
178.9
 %
$
0.80

 
$
(0.59
)
 
235.6
 %
NET (LOSS) INCOME PER COMMON SHARE - DILUTED
$
0.51

 
$
0.18

 
183.3
 %
$
0.79

 
$
(0.59
)
 
233.9
 %
Weighted average common shares
 
 
 
 
 
 
 
 
 
 
     Basic
48.5

 
48.2

 
0.6
 %
48.5

 
48.3

 
0.4
 %
     Diluted
50.8

 
50.8

 
—
 %
50.3

 
48.3

 
4.1
 %

 





REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except share and per share amounts) 
(Unaudited)
 
September 30,
2012
 
December 31,
2011
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
227.2

 
$
219.3

Restricted cash
190.1

 
151.4

Receivables—net of allowance for doubtful accounts of $2.2 and $0.6, respectively
96.6

 
89.0

Inventories—net
96.5

 
101.8

Prepaid expenses and other current assets
47.1

 
64.2

Assets held for sale
1.0

 
33.0

Deferred income taxes
35.3

 
35.3

Total current assets
693.8

 
694.0

Aircraft and other equipment—net
2,708.0

 
2,808.7

Maintenance deposits
173.8

 
146.0

Other intangible assets—net
66.6

 
86.5

Other assets
180.6

 
166.5

Total
$
3,822.8

 
$
3,901.7

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Current Liabilities:
 

 
 

Current portion of long-term debt
$
283.0

 
$
284.6

Accounts payable
42.7

 
43.9

Air traffic liability
179.0

 
179.5

Deferred frequent flyer revenue
58.9

 
68.2

Accrued liabilities
278.9

 
258.8

Total current liabilities
842.5

 
835.0

Long-term debt—less current portion
1,919.4

 
2,074.5

Deferred frequent flyer revenue—less current portion
68.0

 
68.1

Deferred credits and other non-current liabilities
111.9

 
110.4

Deferred income taxes
379.3

 
353.2

Total liabilities
3,321.1

 
3,441.2

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 shares authorized;
 58,505,699 and 58,097,574 shares issued and 48,491,600 and 48,412,516
shares outstanding, respectively
—

 
—

Additional paid-in capital
411.6

 
409.4

Treasury stock, 9,333,266 shares at cost
(181.8
)
 
(181.8
)
Accumulated other comprehensive loss
(3.7
)
 
(4.0
)
Accumulated earnings
275.6

 
236.9

Total stockholders' equity
501.7

 
460.5

Total
$
3,822.8

 
$
3,901.7





REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
 (Unaudited)
 
 
Nine Months Ended
September 30,
 
 
2012
 
2011
NET CASH FROM OPERATING ACTIVITIES
 
$
182.8

 
$
79.1

INVESTING ACTIVITIES:
 
 

 
 

Purchase of aircraft and other equipment
 
(27.3
)
 
(21.7
)
Proceeds from sale of other assets
 
23.3

 
77.1

Aircraft deposits
 
(8.0
)
 
(19.4
)
Other, net
 
(4.4
)
 
(5.9
)
NET CASH FROM INVESTING ACTIVITIES
 
(16.4
)
 
30.1

FINANCING ACTIVITIES:
 
 

 
 

Payments on debt
 
(158.3
)
 
(154.8
)
Proceeds from debt issuance
 
—

 
13.8

Payments on early extinguishment of debt
 
—

 
(74.4
)
Other, net
 
(0.2
)
 
(0.3
)
NET CASH FROM FINANCING ACTIVITIES
 
(158.5
)
 
(215.7
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
7.9

 
(106.5
)
CASH AND CASH EQUIVALENTS—Beginning of period
 
219.3

 
291.2

CASH AND CASH EQUIVALENTS—End of period
 
$
227.2

 
$
184.7

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 

 
 

CASH PAID FOR INTEREST AND INCOME TAXES:
 
 

 
 

Interest paid
 
$
91.7

 
$
95.4

Income taxes paid
 
0.3

 
0.4

NON-CASH INVESTING & FINANCING TRANSACTIONS:
 
 
 
 
Engines received and not yet paid
 
$
—

 
$
5.0

 





REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED OPERATING HIGHLIGHTS

Operating Highlights - Republic1
 
Three Months Ended September 30,
 
 
2012
 
2011
 
Change
Total revenues (millions)
 
$
337.4

 
$
396.3

 
(14.9
)%
Total fuel expense (millions)2
 
$
25.4

 
$
79.1

 
(67.9
)%
Operating aircraft at period end:
 
 
 
 
 
 
   37-50 seats3
 
64

 
73

 
(12.3
)%
   69-99 seats4

148

 
147

 
0.7
 %
Block hours
 
178,251

 
185,167

 
(3.7
)%
Departures
 
104,660

 
109,749

 
(4.6
)%
Passengers carried
 
5,333,769

 
5,449,621

 
(2.1
)%
Revenue passenger miles (thousands)
 
2,691,022

 
2,812,197

 
(4.3
)%
Available seat miles (thousands)
 
3,423,773

 
3,686,740

 
(7.1
)%
Passenger load factor
 
78.6
%
 
76.3
%
 
2.3 pts

Total cost per available seat mile, including interest expense (cents)
 
9.49

 
10.30

 
(7.9
)%
Cost per available seat mile, including interest expense and excluding fuel expense (cents)
 
8.74

 
8.15

 
7.3
 %
Gallons consumed
 
7,923,584

 
23,581,416

 
(66.4
)%
Average cost per gallon
 
$
3.21

 
$
3.35

 
(4.2
)%
Average daily utilization of each aircraft (hours)
 
10.1

 
10.0

 
1.0
 %
Average length of aircraft flight (miles)
 
462

 
498

 
(7.2
)%
Average seat density
 
67

 
68

 
(1.5
)%
Operating Highlights - Frontier1
 
Three Months Ended September 30,
 
 
2012
 
2011
 
Change
Total revenues (millions)
 
$
375.7

 
$
371.6

 
1.1
 %
Total fuel expense (millions)
 
$
135.4

 
$
146.7

 
(7.7
)%
Operating aircraft at period end:
 
 
 
 
 
 
   120 seats
 
3

 
4

 
(25.0
)%
   136-138 seats6
 
38

 
41

 
(7.3
)%
   162-168 seats
 
16

 
14

 
14.3
 %
Passengers carried
 
2,847,658

 
3,049,190

 
(6.6
)%
Revenue passenger miles (thousands)
 
2,791,051

 
2,882,634

 
(3.2
)%
Available seat miles (thousands)
 
3,048,042

 
3,176,162

 
(4.0
)%
Passenger load factor
 
91.6
%
 
90.8
%
 
0.8 pts

Total revenue per available seat mile (cents)
 
12.33

 
11.70

 
5.4
 %
Operating cost per available seat mile (cents) 5
 
11.31

 
11.70

 
(3.3
)%
Fuel cost per available seat mile (cents) 5
 
4.44

 
4.62

 
(3.9
)%
Cost per available seat mile, excluding fuel expense (cents)6
 
6.86

 
7.08

 
(3.1
)%
Gallons consumed
 
40,915,327

 
42,941,699

 
(4.7
)%
Average cost per gallon 5
 
$
3.31

 
$
3.42

 
(3.2
)%
Block hours
 
53,950

 
58,279

 
(7.4
)%
Departures
 
21,884

 
24,048

 
(9.0
)%
Average daily utilization of each aircraft (hours)
 
10.8

 
11.2

 
(3.6
)%
Average length of aircraft flight (miles)
 
967

 
940

 
2.9
 %
Average seat density
 
144

 
141

 
2.1
 %





1.
See business segment presentation discussion for information regarding our change in segments.

2.
Includes $29.3 million for the three months ended September 30, 2011, which is passed-through under our fixed-fee agreements with our partners.

3.
Excludes seven aircraft as of September 30, 2012 that are unassigned.

4.
Excludes two aircraft as of September 30, 2012 and September 30, 2011 that are unassigned.

5.
Includes mark-to-market fuel hedge benefit of $1.6 million and expense of $5.0 million for the three months ended September 30, 2012 and 2011.

6.
Excludes one aircraft as of September 30, 2012 that is unassigned.




REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED OPERATING HIGHLIGHTS

Operating Highlights - Republic1
 
Nine Months Ended September 30,
 
 
2012
 
2011
 
Change
Total revenues (millions)
 
$
1,050.0

 
$
1,174.7

 
(10.6
)%
Total fuel expense (millions)2
 
$
139.6

 
$
243.0

 
(42.6
)%
Operating aircraft at period end:
 
 
 
 
 
 
   37-50 seats3
 
64

 
73

 
(12.3
)%
   69-99 seats4
 
148

 
147

 
0.7
 %
Block hours
 
524,961

 
557,379

 
(5.8
)%
Departures
 
306,396

 
327,226

 
(6.4
)%
Passengers carried
 
14,949,272

 
15,861,037

 
(5.7
)%
Revenue passenger miles (thousands)
 
7,559,567

 
8,216,950

 
(8.0
)%
Available seat miles (thousands)
 
10,143,323

 
11,090,589

 
(8.5
)%
Passenger load factor
 
74.5
%
 
74.1
%
 
0.4 pts

Total cost per available seat mile, including interest expense (cents)
 
9.93

 
10.32

 
(3.8
)%
Cost per available seat mile, including interest expense and excluding fuel expense (cents)
 
8.56

 
8.13

 
5.3
 %
Gallons consumed
 
42,569,841

 
72,954,235

 
(41.6
)%
Average cost per gallon
 
3.28

 
3.33

 
(1.5
)%
Average daily utilization of each aircraft (hours)
 
$
10.0

 
$
10.0

 
—
 %
Average length of aircraft flight (miles)
 
465

 
501

 
(7.2
)%
Average seat density
 
68

 
68

 
—
 %
Operating Highlights - Frontier1
 
Nine Months Ended September 30,
 
 
2012
 
2011
 
Change
Total revenues (millions)
 
$
1,088.8

 
$
992.0

 
9.8
 %
Total fuel expense (millions)
 
$
404.1

 
$
390.4

 
3.5
 %
Operating aircraft at period end:
 
 
 
 
 
 
   120 seats
 
3

 
4

 
(25.0
)%
   136-138 seats6
 
38

 
41

 
(7.3
)%
   162-168 seats
 
16

 
14

 
14.3
 %
Passengers carried
 
8,104,148

 
7,852,132

 
3.2
 %
Revenue passenger miles (thousands)
 
8,074,557

 
7,682,907

 
5.1
 %
Available seat miles (thousands)
 
9,090,183

 
8,845,118

 
2.8
 %
Passenger load factor
 
88.8
%
 
86.9
%
 
1.9 pts

Total revenue per available seat mile (cents)
 
11.98

 
11.22

 
6.8
 %
Operating cost per available seat mile (cents) 5
 
11.69

 
11.98

 
(2.4
)%
Fuel cost per available seat mile (cents) 5
 
4.45

 
4.41

 
0.9
 %
Cost per available seat mile, excluding fuel expense (cents)6
 
7.24

 
7.57

 
(4.4
)%
Gallons consumed
 
120,758,047

 
119,399,700

 
1.1
 %
Average cost per gallon 5
 
$
3.35

 
$
3.27

 
2.4
 %
Block hours
 
163,832

 
165,116

 
(0.8
)%
Departures
 
64,741

 
65,836

 
(1.7
)%
Average daily utilization of each aircraft (hours)
 
11.1

 
11.4

 
(2.6
)%
Average length of aircraft flight (miles)
 
985

 
965

 
2.1
 %
Average seat density
 
142

 
139

 
2.2
 %







1.
See business segment presentation discussion for information regarding our change in segments.

2.
Includes $48.2 million and $79.2 million for the nine months ended September 30, 2012 and 2011, respectively, which is passed-through under our fixed-fee agreements with our partners.

3.
Excludes seven aircraft as of September 30, 2012 that are unassigned.

4.
Excludes two aircraft as of September 30, 2012 and September 30, 2011 that are unassigned.

5.
Includes mark-to-market fuel hedge expense of $1.8 million and benefit of $0.2 million for the nine months ended September 30, 2012 and 2011, respectively.

6.
Excludes one aircraft as of September 30, 2012 that is unassigned.






The Company is providing disclosure of the reconciliation of reported non-GAAP financial measures to its comparable GAAP basis financial measures. The Company believes that the non-GAAP financial measures provide investors meaningful measurements of the Company's financial performance.

Non-GAAP Reconciliation of Net Income to EBITDAR
 
 
 
 
 
 
 
 
($ in millions)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2012
2011
% Change
 
2012
2011
% Change
GAAP net income
 
$
25.8

$
9.0

186.7
 %
 
$
38.7

$
(28.3
)
236.7
 %
Adjust:
 
 
 
 
 
 
 
 
Interest and other expense
 
31.1

33.7

(7.7
)%
 
96.0

103.8

(7.5
)%
Income tax expense
 
16.6

6.2

167.7
 %
 
26.1

(15.0
)
274.0
 %
Depreciation and amortization
 
47.7

49.3

(3.2
)%
 
143.3

151.6

(5.5
)%
Aircraft and engine rents
 
61.9

68.4

(9.5
)%
 
186.1

193.8

(4.0
)%
EBITDAR
 
$
183.1

$
166.6

9.9
 %
 
$
490.2

$
405.9

20.8
 %
 
 
 
 
 
 
 
 
 
Total Operating Revenues
 
713.1

767.9

(7.1
)%
 
2,138.8

2,166.7

(1.3
)%
EBITDAR
 
183.1

166.6

9.9
 %
 
490.2

405.9

20.8
 %
EBITDAR Margin
 
25.7
%
21.7
%
4.0 pts

 
22.9
%
18.7
%
4.2 pts