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Date

April 29, 2026

Call participants

  • Chairman and Chief Executive Officer — David Grizzle
  • President and Chief Commercial Officer — Matthew Koscal
  • Senior Vice President and Chief Financial Officer — Joe Allman

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Takeaways

  • Adjusted net income per diluted share -- $0.73, marking the first quarterly result post-Mesa merger, with prior-year fiscal first quarter excluding Mesa results.
  • Total revenue -- $527 million, representing a 34% increase due to Mesa integration and higher block hour production.
  • Adjusted pretax income -- $47 million, up 15%, with a resulting pretax margin of 8.9%.
  • Adjusted EBITDAR -- $100 million, a 14% increase, reflecting both operational expansion and Mesa consolidation.
  • Block hour production -- Grew 30%, benefiting from initial consolidation of Mesa's operations.
  • Weather impact -- Severe winter storms reduced the overall completion factor by three points to 94%, compared to 97% the previous year.
  • Fleet transition at United -- Completed swap of 38 new E175s for 38 E170s; 31 E170s redeployed to other partners or on long-term leases, with 7 remaining unallocated for charter and ad hoc use.
  • Capacity purchase agreements -- Nearly all revenue derives from long-term contracts with American, Delta, and United, insulating the company from fuel price volatility.
  • Integration progress -- Four core work streams in integration are on, or ahead of, plan; back office functions scheduled to be largely consolidated by the fourth quarter, with IT systems integration stretching to 2028.
  • FAA approvals -- Carmel Training Campus approved as a Mesa training facility, supporting consolidation of crew training infrastructure.
  • Heavy maintenance efficiency -- Fiscal first quarter marked a milestone with reduced heavy maintenance turnaround times for Mesa fleet, reflecting early operational synergies.
  • Labor agreements -- Joint agreement signed with flight attendant unions in December; ongoing productive negotiations with pilot unions IBT and ALPA.
  • Cash from operations -- $58 million generated in the fiscal first quarter, offset by capital investments of $95 million primarily for new aircraft.
  • Net leverage -- Remained flat quarter-end at 2.7x, with a stated goal to reduce it below 2.2x by year-end and ultimately under 1.5x.
  • Aircraft delivery schedule -- Embraer order book deferred; next delivery shifted from February 2027 to April 2028 to better match partner demand.
  • Full-year 2026 guidance reaffirmed -- Revenues projected over $2 billion, adjusted EBITDAR above $380 million, block hours of at least 865,000, capital expenditures of $170 million, and principal repayment of $165 million, with new debt proceeds expected at $75 million.
  • Attrition and staffing -- Attrition and hiring rates remain on plan; Lyft Academy is positioned to supply 20%-25% of new pilot hires during typical hiring years.

Summary

Leadership transitions were finalized, with Matthew Koscal set to become CEO and key executives promoted to executive vice president roles effective June 15. FAA approval of the Carmel Training Campus and the start of Mesa fleet maintenance harmonization signal advancement in post-merger integration. The company concluded United's E175/E170 fleet swap, leaving seven E170s for charter use or further opportunity. Capital expenditures spiked in the fiscal first quarter due to new aircraft and facility investments, with projections for decline throughout the year as construction projects wind down. Embraer aircraft deliveries were rescheduled for 2028 to align with evolving capacity requirements and maintain financial flexibility.

  • Republic Airways Holdings (RJET 3.71%) generated $9.5 million of merger and integration-related costs in the quarter, which management expects to subside as integration concludes.
  • Koscal said, "demand signals from our partners are cautiously optimistic and focused on smart capacity deployments," supporting the company's positive block hour and utilization expectations.
  • Allman noted that 70% of the fleet is unencumbered, creating future financial and operational leverage.
  • "We remain focused on executing our four clear work streams: consolidation of the back office functions, IT systems integration, fleet harmonization, and regulatory operating certificate harmonization," Koscal said, emphasizing operational integration priorities.
  • The company maintains ongoing strategic dialogue with airline partners regarding block hour production and potential future redeployment of unallocated E170 aircraft.

Industry glossary

  • Block hour: The time from an aircraft’s departure from the gate until its arrival at the destination gate, used as a core measure of aircraft utilization and billing in capacity purchase agreements.
  • Capacity purchase agreement: A contract where a regional carrier like Republic Airways Holdings operates flights on behalf of a major airline, receiving fixed payments while the partner manages fuel, ticket pricing, and demand risk.
  • EBITDAR: Earnings before interest, taxes, depreciation, amortization, and aircraft rent—used by airlines for comparative operational performance.
  • Lyft Academy: Republic Airways Holdings' in-house pilot training school, designed to provide a direct pipeline of new pilots to the airline.
  • Unencumbered aircraft: Aircraft owned by the company without outstanding debt or lease obligations, providing collateral and balance sheet flexibility.

Full Conference Call Transcript

Keely Mitchell: Thank you, Kara, and thank you everyone for joining our earnings call. On with me today are David Grizzle, Chairman and Chief Executive Officer; Matthew Koscal, President and Chief Commercial Officer; and Joe Allman, Senior Vice President and Chief Financial Officer. In the investor relations section of our website, you will find the earnings press release and slide presentation to accompany today's discussion. This call is being recorded and will be available for replay on our Investor Relations website. Today's discussion will include forward-looking statements regarding Republic Airways Holdings Inc.'s future performance, strategic initiatives, and market outlook.

These statements reflect our current expectations and beliefs based on information available to us today, but they are subject to various risks and uncertainties that could cause actual results to differ materially from our projections. The aviation industry operates in a dynamic environment with inherent risks, including regulatory changes, economic fluctuations, weather-related disruptions, and evolving market conditions that can significantly impact our operations and financial performance. Additionally, our business is subject to the operational and financial health of our major airline partners, labor market conditions, aircraft availability, and other factors beyond Republic Airways Holdings Inc.'s direct control.

For a comprehensive understanding of the specific risks and uncertainties that may affect our business and financial results, I encourage all participants to review the detailed disclosures in our filings with the Securities and Exchange Commission, including our Form 10-Ks on file with the SEC. These documents provide important context and detailed information that supplement today's discussion and are, or will be, available on both the SEC's website and in the Investor Relations section of Republic Airways Holdings Inc.'s website at rdebt.com. Throughout this webcast, we will also present and discuss non-GAAP financial measures. Reconciliations of our non-GAAP financial measures to their most directly comparable U.S.

GAAP financial measures, to the extent available and without unreasonable effort, appear in today's earnings press release and accompanying presentation, which are available on our Investor Relations website. And now I will turn the call over to David. Thank you.

David Grizzle: And good evening. Before we get into our prepared remarks, I would like to update everyone on the anticipated leadership changes. The board promoted Matt to the position of CEO effective June 15. Additionally, effective at the same time, the board promoted both Joe Allman, our CFO, and Paul Kinstad, our Chief Operating Officer, to the position of Executive Vice President. And I will continue in my role as Chairman. This completes our succession plan for Republic Airways Holdings Inc. following its merger with Mesa and return to the public markets. We are blessed to have such a seasoned leadership team. I have had a chance to work very closely with these talented executives during the last year.

I have tremendous respect for them, and Republic Airways Holdings Inc. is well positioned for the future. Our people and our culture are the backbone of our success, and we have an outstanding team. The 2026 marked a couple of significant milestones for our company. First, this is our first fiscal quarterly reporting period following the merger with Mesa last November, and as a reminder, our quarterly results from Q1 2025 do not include any Mesa results. We reported Q1 2026 adjusted net income per diluted share of $0.73. Revenues were $527 million and adjusted pretax income was $47 million, or an 8.9% pretax margin. These strong financial results demonstrate the resiliency of our business model to weather the storm.

The first quarter is generally our lowest quarter of block hours due to seasonality. This year, our operations were impacted by severe winter weather in January and February. Winter storms Fern and Hernando had a direct impact on our operations in the Northeast and Mid-Atlantic regions. As an example, during one day of Fern, we were unable to operate 87% of the airline because of weather, which in turn created large crew positioning disruptions. I want to thank our frontline crew members and operations center associates who worked tirelessly through these multiday disruptions and still delivered an exceptional product to all of our passengers and partners.

While our full-up completion factor was three points lower, or 94%, versus the prior year Q1 result of 97%, our controllable completion rate remained exceptional. And we were still able to achieve 80 days of perfect—that is to say, 100% controllable—completion factor performance in the quarter. I am continually impressed by the professionalism and dedication of our team as they serve our partners and passengers. The second significant milestone is the conclusion of our fleet transition efforts at United. We took delivery of the last three new E175 aircraft to conclude our fleet transition by swapping 38 new E175s for the 38 E170s at United.

We started this fleet transition program back in November 2022, and we now have all of the new aircraft in position and in service with United. Thirty-one of the 38 E170s removed from service have been redeployed to another partner, either in revenue service or under long-term leases. The last seven E170s removed from United are currently unallocated—meaning not assigned to any of our partners—and will be used for ad hoc charters and other support. As a reminder, substantially all our revenues are generated from capacity purchase agreements with our three airline partners, American, Delta, and United.

Our business model also protects us from fuel price increases as our partners are responsible for fuel, ground handling, and managing the passenger ticket pricing and demand management. We are responsible for providing safe, reliable, and cost-efficient operations. Now I would like to turn the call over to Matt to provide an update on our strategic focus and the ongoing integration efforts related to the merger. Matt?

Matthew Koscal: Thank you, David, and good evening, everyone. I want to begin by expressing how deeply humbled and grateful I am for the opportunity to lead our more than 8,400 dedicated Republic associates. It is a tremendous privilege to serve alongside such an exceptional team that shares a steadfast commitment to our culture of excellence, a culture that has defined who we are and enabled our continued success. As we look ahead to our next chapter of growth, I am fully committed to building upon this strong foundation and further strengthening it together.

I would also like to sincerely thank our board of directors and David for their trust and confidence in me and our executive leadership team as we carry Republic Airways Holdings Inc. forward. Turning our attention to the demand environment, despite the uncertainty that persists in the broader market and its effects on oil prices and ultimately jet fuel costs, the demand signals from our partners are cautiously optimistic and focused on smart capacity deployments. As such, the demand for large multiclass regional aircraft remains strong, particularly in the high-value hubs we service, and we do not expect that to change. Historically, our aircraft have actually seen increases in utilization even during uncertain economic conditions.

Our aircraft provide our partners the flexibility to deploy a lower seat density aircraft to right-size or match expected passenger demand and still capture business, premium, and basic economy fares. Earlier this month, an FAA order capped daily flights at Chicago O'Hare at 2,700 beginning in June. This presented another example of our agility and how we work closely with our partners. While we expect to see some adjustments to our O'Hare schedule in June, we do not expect any material long-term impacts to our flying, as many of those hours will be redeployed in other areas of our partners' networks.

We remain in constant communication with our partners to ensure we are ready to shift flying where they desire and protect the expected block hour production and schedules. Before I move to discuss the status of the integration, I think it is important to acknowledge that while the Northeast bore the brunt of winter weather this year, it was helpful for us to have some new geographic diversity in our network. The addition of Houston to our network as a result of the Mesa merger helped offset some of the lost flying days we had in the Northeast, and we look forward to expanding positively on this trend as we increase utilization at Mesa over the next couple of years.

Now let me turn my attention to our integration efforts. We have made substantial progress during the quarter on integration. We remain focused on executing our four clear work streams: consolidation of the back office functions, IT systems integration, fleet harmonization, and regulatory operating certificate harmonization. Regarding the first two work streams—consolidation of corporate functions and the integration of our IT systems—we have made great progress on both fronts in the quarter. We are slightly ahead of plan on the back office integration, and we expect that work to be substantially complete by Q4 of this year.

On the IT front, we continue to make investments across legacy Mesa to further enhance both hardware and software capabilities, and we believe these investments are already providing tangible benefits across the airline. This work stream is a multiyear process that does not fully wrap up until we complete the operating certificate harmonization process in 2028. Lastly, we were pleased to receive approval from the FAA to recognize our Carmel Training Campus as an approved Mesa training facility. This puts us one step closer to being able to train all of our crews at our state-of-the-art training campus in Carmel, Indiana.

On the fleet side, we are in the early stages of moving the Mesa fleet onto our standard maintenance cycle with full harmonization of our E175 programs. Completion of this process will allow us to drive maximum utilization, compliance consistency, and improved maintenance and inventory management across the combined fleet. In Q1, we achieved our first milestone on reduced heavy maintenance turnaround times, which is an early example of how legacy Republic can leverage planning and supply chain resources to unlock future value across the Mesa operation. This early improvement gives us increased confidence that we will achieve our target of completing the fleet harmonization work in late 2027.

The fourth work stream, the process of bringing two operations into a single harmonized airline with the FAA, coupled with associated technology and systems alignment, is expected to continue into 2028. The process will involve the filing and approval by the FAA of five revision cycles. The first revision cycle addresses the alignment of our safety systems and processes, and we anticipate submission of this in early May. The overall goal of the harmonization process is to create a unified airline from an FAA perspective with aligned manuals, maintenance programs, training, and operational oversight. Lastly, let me speak to our progress with our labor unions.

In December, we reached a joint collective bargaining agreement, or JCBA, with the two flight attendant labor unions, and the teams have spent considerable time on preparing for implementation of the JCBA throughout the first quarter. I want to acknowledge all the work and support that both the IBT and AFA provided to deliver an agreement. We appreciate the focus and energy those teams demonstrated in achieving the joint collective bargaining agreement. With respect to the pilots—of IBT at Republic, and ALPA at Mesa—we continue to have productive dialogue and negotiations. I would like to thank everyone for their continued hard work in this area. We look forward to providing you updates on our progress in the future.

On the staffing side of the house, we entered this year with slightly elevated staffing levels to ensure that we could deliver an excellent operation to our partners while we work through Mesa's integration. We are well positioned to meet the needs of our partners both now and in the future, and we are reaffirming our block hour guidance that we will produce more than 865 thousand block hours this year. 2026 continues to be a transformational year. Our investments in training infrastructure, technology, and our future aircraft delivery positions with Embraer put us in a position to serve our partners' needs well into the future.

To recap, we are on track with our integration targets and remain focused on continuing to deliver an exceptional operation for all of our partners. Once the aircraft maintenance harmonization process concludes, we expect to see an improvement in aircraft availability for schedule as heavy maintenance normalizes. We remain committed to successful execution of these initiatives and look forward to sharing updates with you as we progress throughout the year. We believe the end state will support greater operational efficiency, which will drive stronger margins and shareholder returns. Now I would like to turn the call over to Joe to walk us through Q1 financial results. Joe?

Joe Allman: Thanks, Matt, and good evening, everyone. Total revenue for the quarter was up 34% to $527 million due to a 30% increase in block hour production. This was our first full quarter of Mesa's operations. We incurred $9.5 million of merger and integration-related costs during the quarter. These are the costs associated with the integration and harmonization efforts that Matt just covered. We will continue to separately report these costs, and as the integration and harmonization activities begin to subside, we also expect the associated costs to subside. Our adjusted pretax income was $47 million, up 15% over Q1 2025, and adjusted EBITDAR for the quarter was $100 million, up 14% over the prior year period.

The improved Q1 2026 financial performance is attributable to the growth in operations from the Mesa transaction as well as the growth of Republic Airways Holdings Inc.'s fleet following the fleet transition David highlighted earlier. Focusing on cash flows and our balance sheet, we generated $58 million in cash from operations this quarter. Our cash outlay from investments in aircraft, property, and equipment, including predelivery deposits, increased to $95 million, driven by the acquisition of the three E175 aircraft. We received proceeds from new debt of $64 million and made scheduled principal repayments of $49 million during the quarter. Our adjusted net leverage was flat from year-end 2025 at 2.7x.

We expect our net leverage to continue to improve over the balance of 2026 as we remain focused on our initiatives to reduce net leverage below 2.2x by year-end 2026 and with a longer-term target of below 1.5x. We believe it is prudent to continue to strengthen our balance sheet and reduce debt, as this will best position our airline for the future. We recently reached an agreement with Embraer to reschedule our aircraft delivery positions. Originally, our next delivery was expected in February 2027. With the adjustments from Embraer, we now expect our first delivery in April 2028. This revised delivery skyline timing allows us the opportunity to match deliveries to expected demand from our airline partners.

We appreciate the longstanding partnership and relationship with the team at Embraer. Turning our focus to guidance, we issued full-year 2026 guidance eight weeks ago on March 4. At that time, the conflict in the Middle East was three or four days old. Since that time, we have seen an escalation of hostility and more volatility and uncertainty. Meanwhile, our discussions with our airline partners have been very positive and indicate a strong demand for our products. Therefore, we are reaffirming the guidance we previously issued. We expect revenues in excess of $2 billion and adjusted EBITDAR in excess of $380 million on block hour production of at least 865 thousand hours.

CapEx is anticipated to be $170 million, which is mainly driven by aircraft and engine CapEx, the completion of our campus and training center construction projects, and other general maintenance CapEx. We expect to repay $165 million of principal and receive proceeds of new debt of approximately $75 million. Despite the uncertainties that exist in the broader market, we remain confident in our ability to achieve these targets. Lastly, we are focused on ensuring an efficient integration and harmonization of the Mesa operation, and continuing to deliver on our brand promise of industry-leading operational performance and outstanding customer service to our airline partners and the passengers we carry.

We are well positioned for the future, and now I will turn the call over to David.

David Grizzle: Thank you, Joe. I am very proud of the whole Republic team, as they have been able to maintain our impeccable operating performance and deliver strong financial performance despite the challenges that come with winter weather. In addition to improving weather, which will allow us to fulfill our flight segments as scheduled, the demand signals from our partners for the remainder of the year remain quite strong. We believe that the headwinds faced this quarter will continue to subside and the company will be in a position to achieve positive momentum and significant growth throughout the rest of 2026.

We appreciate the support of our associates, our partners, and our shareholders, and we look forward to continuing to deliver our commitments and promises to all our stakeholders. Thank you again for joining us today and for your interest in Republic Airways Holdings Inc. Kara, we are ready to open the line for questions.

Operator: We will now open the call for questions. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star 1 to raise your hand. To withdraw your question, press star 1 again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Savanthi Syth with Raymond James. Your line is open. Please go ahead.

Savanthi Syth: Hey, good afternoon, everyone. I know it was not controllable factors, but I was kind of curious, with the kind of severe weather impact that you have had this quarter, was there kind of a notable impact on earnings that may be not normal that we should consider as we kind of think about the earnings power here?

Matthew Koscal: Savanthi, it is Matt. Thanks for the question. Thanks for joining the call. You are spot on. The impact was significant over what we saw last year, about a little over three full points. That is not typical for us in a quarter. We did not break out the impact, but in a more typical seasonal environment, we would expect the business to perform more robustly.

Savanthi Syth: Understood. And maybe on the—you know, United has shown some kind of creative thinking with the CRJ550 a few years back and now the 450. I am just wondering if there is an opportunity to do something like that with the E170s, even the E145 that you have operated in the past.

Matthew Koscal: Great question. As you look at it, I think we have a history of being a solution provider for our partners, and that has evolved throughout the years. We are positioned incredibly well. We are sitting here today with a strong plan for 2026 going into 2027 that is fully focused on a successful and flawless Mesa integration. Today, as you heard in our prepared remarks, the team is just performing exceptionally well in that regard. We are ahead of schedule on each of our work streams, and we could not be more proud of their efforts there.

As we continue to deliver on that and we strengthen our balance sheet, we believe that positions us incredibly well to continue to have flexibility to respond to our partners' needs, and we will continue to have those conversations with them and be ready to respond to their needs as they evolve.

Savanthi Syth: Got it. Alright. Thanks.

Operator: Your next question comes from the line of Duane Pfennigwerth with Evercore ISI. Your line is open. Please go ahead.

Duane Pfennigwerth: Hey, thank you. Just wondering longer term—appreciate the commentary on the deferrals—but how are you thinking about putting the order book to work, and would you think about those in terms of growth, or do you expect them to be primarily for fleet replacement by your customers?

Matthew Koscal: Hi, Duane. Thanks for the question. If you look at our past deployment, I think it has been a combination of both. We have found opportunities to deploy certain aircraft in a purely growth positioning, and then we have also found ways to do fleet replacement and redeployment of other aircraft to other partners, just as we have done in this completion of the E175 order at United. The beauty of the order book that we have had for several years now is we have ultimate flexibility.

We have a great relationship with Embraer, and we continue to be in dialogue with our partners to find the best deployment of those assets as opposed to just a deployment in the original order slot. That is what we think this deferral allows us to do—it allows us to find that ultimate, best solution with our codeshare partners on a future deployment for them.

Duane Pfennigwerth: Thanks. And then just for my follow-up, the presentation is very clear with the expected debt paydown over the balance of the year. But I wonder, as you look out longer term, do you see opportunities to refinance a portion of that debt as well, now that you have probably a different and improved credit profile?

Joe Allman: I do, Duane. It is a great question. Our focus right now is on just continuing to strengthen the balance sheet. We have a lot of unencumbered assets. As we referenced in the presentation, about 70% of the fleet today is free of financing. Now, some of those aircraft come from our partners, but we have a number of E175s and E170s that are debt free at this stage. We believe that flexibility, as we move forward, will put us in the best position to find unique and strategic ways to work with our airline partners and find the solutions that Matt referenced in his response just a second ago.

Duane Pfennigwerth: Thank you.

Operator: Your next question comes from the line of Michael Linenberg with Deutsche Bank. Your line is open. Please go ahead.

Michael Linenberg: Yes. Hey, good afternoon, everyone. Congrats, Matt, on your promotion. Question here just on the guidance for the year. When you look at what you have for block hours and what you have for EBITDAR, it looks like, despite all the intensity and complexity of the March quarter with the weather, you are actually running well ahead of plan. Are you ahead of plan? Do you feel like you are ahead of track?

Are there things that we need to consider in this year where maybe you take a temporary hit to block hours, or maybe there is some seasonality piece—even though I know historically you do not see as much seasonality with the regional carriers—something for us that maybe I am not looking at? It does seem like you are well ahead given what was a challenging quarter for everybody.

Matthew Koscal: Hey, Michael. This is Matt. Thank you very much. Appreciate the congratulations, and it is a great observation and a great question. In any other environment, if we are sitting here talking to you today, the quarter that we put together and what we are seeing in our block hour demand going into Q2, Q3, we would be taking up our guidance. Considering the macro uncertainty today, we just think it is prudent to get a little bit further into the year and see how things develop, and go from there. But we had an incredibly strong quarter—you are right, a lot of challenges—and we will provide you updates as we get further into the year.

Michael Linenberg: Okay, great. And then just my second question. As we think about the improvement in your leverage, it does look like the CapEx should come down because of the deferrals or the next airplane coming in 2028. I realize you are still on the hook for predelivery deposits. How should we think about CapEx as it trends over the next, I do not know, three to four quarters? It does seem like it is going to slope down and maybe it actually hits the bottom sometime in early 2027 before starting to pick back up again. Thanks for taking my questions.

Joe Allman: Thanks, Mike. This is Joe speaking. You are correct. We should see CapEx subside as we move throughout the year. The first quarter was our heaviest quarter, predominantly related to the aircraft deliveries. We will come up on the conclusion of the construction in our Carmel training campus, and just general maintenance CapEx—and I should say the CapEx associated with the investment that we are making at Mesa. Those opportunities will continue to present themselves as we progress throughout the year. But you are right—it is a downward slope from the first quarter.

Michael Linenberg: Okay. Thank you.

Operator: Your next question comes from the line of Savanthi Syth with Raymond James. Your line is open. Please go ahead.

Savanthi Syth: Hey, thanks for the follow-up. I was just kind of curious—a couple of months ago when you talked, you were expecting normal levels of attrition versus kind of an abnormal year last year. What have you seen, especially as some of the mainline airlines are cutting capacity? And just related to that, what is your plan for the Lyft Academy in terms of how much of your needs that pipeline will deliver?

Matthew Koscal: Great. Hey, Savanthi. Thanks. This is Matt. I will answer the second part first. Lyft Academy is positioned to satisfy about 20% to 25% of our hiring needs in a normal hiring year. Nothing changes in the throughput that we are planning to put through Lyft this year. It has been a great program, and the candidates that come through it perform exceptionally well and are incredibly loyal to the airline and their career path. As we look at the attrition trend, it is very much status quo to the update we provided to you just a few weeks ago. Our attrition curve and our hiring curve have been right on plan for us.

Operator: We have reached the end of the Q&A session. I will now turn the call back to David Grizzle for closing remarks.

David Grizzle: Thank you, Kara. Thank you all for joining us this afternoon. As you have heard, we are very pleased with how our people are working to execute our plan and achieving results of which we are very proud. We are grateful to all of you for your continuing support. Have a great evening.