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 22, 2008

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-49697	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 1.02(a) Termination of a Material Definitive Agreement

On April 22, 2008, Frontier Airlines, Inc. ("Frontier") advised us that it would no longer abide by the terms of the Airline Services Agreement (the "ASA"), dated January 11, 2007, by and among Frontier, Republic Airline Inc., Frontier Airlines Holdings, Inc. and us. Frontier's rejection of the ASA was prompted by its filing for Chapter 11 bankruptcy protection on April 11, 2008.

The ASA is a fixed-fee code share agreement under which we would provide and operate 17 ERJ-170 aircraft for Frontier. Currently, we are operating 12 ERJ-170 aircraft under the ASA. On April 22, 2008, we reached an agreement with Frontier to remove four aircraft that have been placed into service with Frontier on May 1, 2008, an additional six aircraft on June 2, 2008 and the final two aircraft on June 23, 2008. We will seek to place these aircraft, along with five aircraft which were not placed into service under the ASA, with other airline partners and/or sell the aircraft.

No early termination penalties or fees would be incurred by us due to the termination of the ASA. We intend to file a damage claim for an estimated $260 million arising out of Frontier's rejection of the ASA in the bankruptcy court. A copy of the Company's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On April 23, 2008, Republic Airways Holdings Inc. (the “Company”) announced its results of operations for the quarter ended March 31, 2008. A copy of the Company’s press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit 99.1 Press Release Announcing Termination of Frontier Agreement

Exhibit 99.2 Press Release Announcing First Quarter 2008 Earnings

(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 23, 2008	By:	/s/ Robert H. Cooper
		Name: Robert H. Cooper
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number                                                                Description

99.1	Preee Release Announcing Termination of Frontier Agreement
99.2	Press Release Announcing First Quarter 2008 Earnings

EX-99.1

Exhibit 99.1

For Immediate release:

Contact Warren R. Wilkinson

Republic Airways Holdings

Tel. (317) 484-6042

Republic Airways Announces Termination of Frontier Agreement

Indianapolis, Indiana,(April 23, 2008) – Republic Airways Holdings (NASDAQ/NM: RJET), today reported that it has reached agreement with Frontier Airlines with respect to Frontier Airlines rejection of its Airline Services Agreement (“ASA”) in Frontier Airlines’ chapter 11 cases.  The agreement is subject to customary approvals.  Currently, the Company is operating 12 E170 aircraft under the ASA.

"We have enjoyed our partnership with Frontier and have a lot of respect for their people,” said Republic CEO Bryan Bedford.  “It's unfortunate that despite their many efforts to reorganize their business outside of Chapter 11, factors beyond their control conspired to force a deeper reorganization. We wish them success in their continuing efforts to combat persistently high oil prices."

The agreement provides for an orderly wind-down under which the Company will remove four aircraft on May 1, an additional six aircraft on June 2 and the final two aircraft on June 23, 2008. Immediately prior to Frontier's filing, the Company was generating approximately $6 million in gross monthly revenues under the ASA.  Under the ASA, Frontier pays for certain costs such as fuel and landing fees directly.

The Company has additional commitments on five E170 aircraft that would have otherwise been placed into service with Frontier during the second half of 2008.  The Company will seek to place the aircraft into service with other airline partners and/or sell the aircraft.

“We appreciate the great job Republic has done in helping us serve our customers,” said Frontier President and CEO Sean Menke. “Republic, while operating under the Frontier brand, provided a safe, efficient and customer friendly product that is hallmark to our Company. Unfortunately with current economic conditions and other business changes, we have been forced to drastically rethink the use of regional aircraft in our fleet mix.”

The Company intends to file a damage claim for approximately $260 million arising out of Frontier Airline’s rejection of the ASA.  The ultimate amount of the Company’s claim will be determined in the future by the Bankruptcy Court.  The ultimate recovery value of the claim is unknown at this time.

Management will discuss the Frontier situation during the Company's regularly scheduled 2008 first quarter earnings conference call scheduled for Thursday, April 24th at 11:00 a.m. EST.  

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 approximately 1,300 flights daily to 125 cities in 37 states, Canada, Mexico and Jamaica through airline services agreements with six U.S. airlines. All of the airlines’ flights are operated under their airline partner brand, such as AmericanConnection, Continental Express, Delta Connection, Frontier Airlines, United Express and US Airways Express. The airlines currently employ approximately 5,000 aviation professionals and operate 226 regional jets.

EX-99.2

Exhibit 99.2

For Immediate release:

Contact: Warren R. Wilkinson

Republic Airways Holdings

Tel. (317) 484-6042

Republic Airways Holdings Announces First Quarter 2008 Results

 Indianapolis, Indiana,(April 23, 2008) – Republic Airways Holdings Inc. (NASDAQ/NM: RJET) today reported operating revenues of $363.9 million for the quarter ended March 31, 2008, a 25.3% increase, compared to $290.4 million for the same period last year.  The Company reported net income of $20.2 million for the quarter ended March 31, 2008, compared to $19.3 million reported in the prior year’s first quarter.  The Company also reported earnings per diluted share of $0.55, compared to $0.44 for the same period last year. 

Included in the first quarter 2008 results were two adjustments: a $3.9 million pre-tax loss (non-cash) on an interest rate swap transaction, which reduced net income by $2.4 million and earnings per diluted share by $0.07 and a reserve on all pre-petition accounts receivables due from Frontier Airlines as of March 31, 2008, which reduced net income by $0.4 million and earnings per diluted share by $0.01.  Excluding these two items, net income for the quarter increased 19% to $23.0 million and earnings per diluted share increased 43% to $0.63. The primary items of significance affecting the first quarter of 2008 are outlined below.

First Quarter Highlights

Excluding reimbursement for fuel expense, which is a pass-through cost to our partners, regional airline service revenues increased 27.7% for the first quarter of 2008.  This increase was primarily as a result of a 32.1% increase in available seat miles (ASMs) to 3.2 billion ASMs, up from 2.5 billion ASMs and a 26.1% increase in block hours.  These increases reflect the addition of 38 aircraft that were placed into service since March 31, 2007.

Total operating expenses for the first quarter of 2008, including interest expense but excluding fuel charges (which are reimbursable by the Company’s major partners), of $246.9 million, increased approximately 27.2% from $194.1 million for the same quarter of 2007.  Operating cost per ASM (CASM), including interest expense but excluding fuel, decreased to 7.62¢ for the first quarter of 2008, from 7.91¢ for the same quarter of 2007.  

During the quarter the Company took delivery of seven 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.  At March 31, 2008, the Company’s fleet consisted of 226 regional jet aircraft.

Also during the quarter, the Company repurchased approximately 310,000 shares of its common stock for total consideration of approximately $6.0 million.  As of March 31, 2008, the Company had approximately $92.5 million authorized under its current share repurchase program.

In March 2008, in anticipation of financing the purchase of regional jet aircraft on firm order with the manufacturer, the Company entered into interest rate swap agreements with notional amounts totaling $420 million and a weighted average interest rate of 4.3%.  During the quarter ended March 31, 2008, the Company recorded a pre-tax non-operating loss of $3.9 million related to these agreements.   All of the swap agreements were settled on April 22, 2008 at a cash gain of $5.8 million.  The Company will therefore record a non-operating gain of $9.7 million, pre-tax in the 2nd quarter of 2008 as a result of the settlement.

Recent Developments

On April 11, 2008, Frontier Airlines Holdings, Inc. ("Frontier") and its subsidiary Frontier Airlines, Inc. filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code.  The Company currently operates 12 E170 aircraft under a code-share agreement with Frontier.  The agreement covers a total of 17 E170 aircraft through December 2019.  The Company and Frontier have negotiated an agreement in principle, subject to customary approvals, that would result in an orderly wind-down of the 12 aircraft over the next few months, with the last two aircraft being removed on June 23, 2008.  As of March 31, 2008, the Company fully reserved its existing receivables from Frontier, which amounted to approximately $0.6 million, pre-tax.  This reduced net income by approximately $0.4 million and earnings per fully diluted share by $0.01.  The Company will seek to place the aircraft into service with other airline partners and/or sell the aircraft.  The Company intends to file a damage claim for an estimated $260 million arising out of Frontier’s rejection of its agreement.  The ultimate amount of the Company’s claim will be determined in the future by the Bankruptcy Court.  At this time we cannot estimate the recovery value, if any, of the ultimate allowable claim.

Balance Sheet Information

At March 31, 2007 the Company had $149.5 million in cash and cash equivalents compared to $164.0 million as of December 31, 2007.  The Company’s long-term debt increased to $2.01 billion as of March 31, 2008, compared to $1.91 billion at December 31, 2007. 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 $750 million as of March 31, 2008.

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 approximately 1,300 flights daily to 125 cities in 37 states, Canada, Mexico and Jamaica 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 approximately 5,000 aviation professionals and operate 226 regional jet aircraft.

The Company will conduct a telephone briefing to discuss its first quarter results tomorrow, April 24th, at 11:00 a.m. EDT. For those wishing to participate please call 800-901-5231 and for international calls please dial 617-786-2961, the password is 78887799.  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,
	2008			2007			Change
OPERATING REVENUES
Regional airline services	$	359,545		$	284,402			26.4	%
Other		4,338			6,041			-28.2	%
Total operating revenues		363,883			290,443			25.3	%
OPERATING EXPENSES
Wages and benefits		63,364			50,742			24.9	%
Aircraft fuel		81,777			66,949			22.1	%
Landing fees		13,830			12,052			14.8	%
Aircraft and engine rent		33,960			27,034			25.6	%
Maintenance and repair		38,473			27,006			42.5	%
Insurance and taxes		5,800			4,046			43.4	%
Depreciation and amortization		30,893			24,510			26.0	%
Other		29,973			23,275			28.8	%
Total operating expenses		298,070			235,614			26.5	%
OPERATING INCOME		65,813			54,829			20.0	%
NON-OPERATING INCOME (EXPENSE)
Interest expense		(30,635	)		(25,404	)		20.6	%
Other — net		(2,735	)		2,786		NM
Total non-operating  income (expense)		(33,370	)		(22,618	)		47.5	%
INCOME BEFORE INCOME TAXES		32,443			32,211			0.7	%
INCOME TAX EXPENSE		12,292			12,931			-4.9	%
NET INCOME		20,151			19,280			4.5	%
PER SHARE, BASIC	$	0.56		$	0.45			24.4	%
PER SHARE, DILUTED	$	0.55		$	0.44			25.0	%
Weighted Average Common Shares
Basic		36,238			42,626			-15.0	%
Diluted		36,581			44,306			-17.4	%

Unaudited Operating Highlights
Operating Highlights	Three Months Ended March 31,
	2008			2007			Change
Regional airline services revenues, excluding fuel (000)		277,768			217,453			27.7	%
Passengers carried		4,441,737			3,250,296			36.7	%
Revenue passenger miles (000)		2,296,711			1,710,698			34.3	%
Available seat miles (000)		3,240,323			2,452,784			32.1	%
Passenger load factor		70.9	%		69.7	%	1.2 pts
Cost per available seat mile, including interest expense (cents)		10.14			10.64			-4.7	%
Fuel cost per available seat mile (cents)		2.52			2.73			-7.7	%
Cost per available seat mile, excluding fuel expense (cents)		7.62			7.91			-3.7	%
Operating aircraft at period end:
37-50 seat regional jets		118			109			8.3	%
70+ seat regional jets		108			80			35.0	%
Block hours		188,824			149,739			26.1	%
Departures		105,005			83,098			26.4	%
Average daily utilization of each aircraft (hours)		10.2			10.3			-1.0	%
Average aircraft stage length (miles)		514			519			-1.0	%