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DATE

Thursday, July 30, 2026 at 9:00 a.m. ET

CALL PARTICIPANTS

• Corporate Controller - Keely Mitchell
• President and Chief Executive Officer - Matthew Koscal
• Executive Vice President and Chief Financial Officer - Joe Allman

TAKEAWAYS

• Revenue -- $571 million for **Republic Airways Holdings Inc.** (RJET +20.61%), representing an 8% increase over the previous quarter driven by strong partner demand.
• Adjusted Net Income -- $41.3 million or $0.89 per diluted share, excluding costs for executive separation, merger integration, and mark-to-market adjustments on investments.
• GAAP Net Income -- $31.2 million or $0.68 per diluted share, reflecting impact from CEO transition costs and duplicative overhead during the Mesa integration.
• Adjusted EBITDAR -- $109.6 million for the quarter, supported by improved aircraft utilization and higher production.
• Block Hour Production -- increased 7% sequentially from the first quarter due to higher scheduled utilization and improved operational reliability.
• Completion Factor -- reached 98% in the second quarter, rising from approximately 94% in the first quarter because of more favorable weather conditions.
• Controllable Completion Factor -- 99.99% across nearly 120,000 flights, with the company achieving 85 days of perfect controllable performance.
• Unrestricted Cash -- $278 million at quarter end, up from $273.4 million reported at the end of March.
• Debt Repayment -- $43 million in mandatory and scheduled payments during the second quarter.
• Total Debt and Lease Liabilities -- $1.2 billion at the end of the period as the company continues deleveraging initiatives.
• Tariff Refunds -- $20 million received during the quarter, which was applied to reduce the cost basis of aircraft assets.
• Operating Fleet -- 314 total aircraft, with 275 operated under capacity purchase agreements and 31 aircraft leased to a major partner.
• Unallocated Aircraft -- eight aircraft remain unallocated, and management is currently working on redeployment opportunities for these assets.
• Capital Expenditures -- $21 million for the quarter, primarily focused on aircraft rotable parts and maintenance.
• Embraer Deliveries -- 26 delivery positions remaining, with the next scheduled aircraft delivery expected in April 2028.
• 2026 Revenue Guidance -- increased to greater than $2.1 billion, up from the previous target of greater than $2 billion.
• 2026 Block Hour Guidance -- raised to approximately 880,000 hours, representing a 2% increase from the prior forecast of 865,000 hours.
• 2026 Adjusted EBITDAR Guidance -- updated to a range of $395 million to $405 million, exceeding the previous target of greater than $380 million.
• Q3 Performance Headwind -- completion factor fell to 91% through July 28, 2026, due to severe weather across the East Coast and Mid-Atlantic regions.
• Mesa Integration Milestone -- received FAA approval on the first of five revision cycles for safety management systems, with the full process expected to conclude in early 2028.

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RISKS

• Koscal stated, "July weather across the East Coast and in the Mid-Atlantic, the heart of our Northeast operations has been severe. Through July 28, our completion factor for the month stood at 91%," noting this was below levels seen during major winter storms earlier in the year.

SUMMARY

Management reported improved sequential performance during the second quarter, characterized by higher block hour production and a substantial increase in completion factors. The company raised its full-year financial and operational guidance, citing sustained demand from airline partners despite recent severe weather disruptions in the third quarter. Strategic focus remains centered on the multiyear integration of Mesa, which is currently trending ahead of schedule across key work streams including back-office consolidation and fleet maintenance harmonization. The company also confirmed progress in labor relations, including the implementation of new contract provisions for flight attendants and the election of union representation for mechanics.

• The company anticipates moving the Mesa network and operations center to its Carmel, Indiana, campus in the third quarter of 2026 to further align organizational cultures.
• CEO Koscal noted that despite the significant weather-related noise in July, "the organic demand signal remains strong" from partners through the second half of the year.
• Management expects to file the second FAA revision cycle, covering preflight procedures and activities, during the third quarter of 2026.
• The alignment of maintenance programs at Mesa is projected to increase scheduled lines available to fly by 10% to 15% once the fleet reaches full health.
• CFO Allman indicated that partner airlines are continuing to seek increased daily utilization from the fleet, with current scheduled aircraft lines of flying operating between 9.5 to 9.8 hours.
• The company continues to hold significant equity interests in third parties, including a 40% stake in Cape Air and warrants in Eve.
• New labor provisions for flight attendants, including the introduction of boarding pay, became active earlier this month following the ratification of a joint collective bargaining agreement.

INDUSTRY GLOSSARY

• ALPA (Air Line Pilots Association): The largest airline pilot union in the world, representing pilots at various commercial airlines.
• Block Hours: A standard industry metric measuring the time from when an aircraft first moves from its gate for departure until it reaches its gate at the destination.
• CPA (Capacity Purchase Agreement): A contractual arrangement where a major airline pays a regional carrier to operate flights under the major airline's brand.
• EBITDAR: A financial metric used in the airline industry representing earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs.
• IBT (International Brotherhood of Teamsters): A labor union representing various airline employee groups, including mechanics and flight attendants.
• JCBA (Joint Collective Bargaining Agreement): A single labor contract covering employees from two or more merged companies.
• SMS (Safety Management System): A formal, top-down, organization-wide approach to managing safety risks and assuring the effectiveness of safety risk controls.

Full Conference Call Transcript

Operator: Hello, everyone. Thank you for joining us, and welcome to the Republic Airways Second Quarter 2026 Earnings Call. [Operator Instructions] I will now hand the conference over to Keely Mitchell, Corporate Controller. Keely, please go ahead.

Keely Mitchell: Thank you, Kenneth, and thank you, everyone, for joining our earnings call. On with me today are Matt Koscal, President and Chief Executive Officer; and Joe Allman, Executive 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' 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'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 our detailed disclosures in our filings with the Securities and Exchange Commission, including our Form 10-K on file with the SEC and subsequent periodic reports. 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 our company website at rjet.com. Additionally, 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 they are available without unreasonable efforts 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 Matt.

Matthew Koscal: Thank you, Keely, and good morning, everyone. Before I turn to results, let me briefly acknowledge where we are as a leadership team. As you know, I stepped into the CEO role last month when David Grizzle returned to his role as Non-Executive Chairman. I'm grateful for David's continued partnership on the Board and for the confidence the Board and our associates have placed in this team. My focus and this team's focus is exactly where it has been, investing in our people to maintain a culture of excellence, focused on safe, reliable flying and the disciplined execution of our integration and growth strategy.

Earlier this morning, we reported second quarter adjusted net income of $41 million or $0.89 per diluted share. Demand from our partners remained strong throughout the quarter. We saw increase in scheduled block hour utilization of approximately 2% and much better weather for most of the quarter, resulting in an increased completion factor of 98%, up from just under 94% in the first quarter. Together, those factors drove block hour production up nearly 7% sequentially over Q1. These results are the hard work and dedication of our frontline crew and technicians who ensure we deliver safe, reliable flying every single day and the teams working around the clock behind the scenes.

Our crew schedulers, dispatchers and maintenance controllers and many others support our operations 24/7, and none of what we accomplished on the line happens without them. Together, our Republic and Mesa associates delivered 85 days of perfect controllable completion factor and an overall 99.99% controllable completion factor on nearly 120,000 completed flights during the quarter. That is a standard of excellence that sets us apart in this industry and it's by design. To all 8,500 of our Republic and Mesa associates, thank you for an outstanding quarter and for delivering on our mission. Now let me turn to the integration of Mesa and Republic.

I'm pleased to report that we remain ahead of schedule and this quarter delivered a significant milestone. We received FAA acceptance and approval on the first of 5 revision cycles, the step that harmonizes our safety management systems across both airlines. That progress runs across all 4 of our core work streams: back-office consolidation, IT systems integration, maintenance and fleet harmonization and our path toward a single operating certificate, each led by our integration office touching every department in the company. We anticipate filing revision cycle 2, which covers the preflight procedures and activities during the third quarter. The remaining revision cycles are scheduled for completion throughout 2027 and into early 2028.

We continue to make substantial progress on Mesa's fleet health and maintenance harmonization. We continue to see reduced heavy check footprint and improved turnaround times, which will support better aircraft availability in the back half of 2027 and beyond. And finally, during the third quarter, we anticipate moving Mesa's network and operations center to our aviation campus here in Carmel, Indiana. This represents an important milestone in further aligning the cultures of our 2 airlines. I know change can be difficult, and I want to thank our integration office and the broader team for their leadership and commitment through this transition. Let me turn for a moment to labor. We've reached some meaningful milestones.

We are actively implementing the flight attendant Joint Collective Bargaining Agreement or JCBA, that was ratified earlier this year. And I'm pleased to say several important provisions are now live for our flight attendants, including the introduction of boarding pay earlier this month. These are real, tangible improvements for our flight attendants who care for our passengers every day. With respect to our pilots, we continue to actively negotiate with the IBT and ALPA teams, and I want to thank both unions for their continued engagement, and we will provide further updates as meaningful progress is achieved. In May, Republic's mechanic associates elected IBT as their bargaining representative.

We are still early in the stages here and look forward to engaging constructively with our mechanics and their representatives as that process moves forward. Now let me turn the call over to Joe to review the financial highlights for the quarter, and then I'll come back to provide an update on guidance. Joe?

Joe Allman: Thanks, Matt, and good morning, everyone. As Matt noted, strong partner demand and improved operating performance drove block hour production up 7% sequentially and revenues up 8% to approximately $571 million for the quarter. Second quarter GAAP net income was $31.2 million or $0.68 per diluted share. Pretax income was $43.4 million. Excluding executive separation and merger-related items and the mark-to-market on our Eve investment and adjustments to our equity investment in Cape Air, both of which are included in the non-operating income expense line, adjusted net income was $41.3 million or $0.89 per diluted share. Adjusted pretax income was $57.4 million and adjusted EBITDAR was $109.6 million for the quarter.

The adjustments primarily consist of costs associated with the CEO transition, other severance related to the Mesa integration and professional fees tied to the ongoing integration work and certain duplicative overheads at Mesa. These items are expected to subside as the integration milestones are achieved and when we reach the end of the revision cycle process in early 2028. Turning to the balance sheet. We ended the quarter with $278 million in unrestricted cash, up slightly from $273 million at the end of March. Capital expenditures during the quarter were approximately $21 million, and we repaid $43 million of debt.

During the quarter, we received refunds of tariffs paid of approximately $20 million, and the offset went to reduce the basis in the aircraft and does not have a material impact on our financial results or guidance. Total debt and lease liabilities stood at $1.2 billion at quarter end. We continue to make solid progress on our deleveraging initiatives. Our fleet ended the quarter at 314 aircrafts, unchanged from March. And just a reminder, 275 aircrafts are operating under capacity purchase agreements, 31 aircrafts are on lease to a partner and 8 aircrafts remain unallocated. We remain focused on finding solutions to meet our partners' growth needs and continue to work on redeployment opportunities of the unallocated aircraft.

Lastly, I noted on our last call, we have 26 delivery positions with Embraer, and our next scheduled delivery position is in April of 2028. We retain significant fleet flexibility to meet our partners' needs and fund future growth of our business. And with that, I'll turn the call back over to Matt to provide us an update on 2026 guidance. Matt?

Matthew Koscal: Thank you, Joe. Turning to guidance. The improved operating environment we experienced in Q2 has not translated to the start of Q3. July weather across the East Coast and in the Mid-Atlantic, the heart of our Northeast operations has been severe. Through July 28, our completion factor for the month stood at 91%. To put that in perspective, that is below where we ended in either January or February, the months hit by major winter storms. But here's what I want you and our team to hear clearly. Our people have met the moment.

Through some of the most demanding conditions we've seen, our associates delivered post [ irregular ] operations recovery efforts that reflect the culture of excellence that we've built, maintaining a 99.99% controllable completion factor in this environment. This gives me real confidence in what our team is capable of delivering for the back half of the year. On our Q1 call, I said absent the macro uncertainty, guidance would have been increased at that time. Despite the recent headwinds we just discussed, with an additional quarter completed, we are now able to increase our guidance for the year.

We now expect the following: 2026 block hour production of approximately 880,000 hours, up roughly 2% from our previous guidance of at least 865,000 hours; revenue is expected to be greater than $2.1 billion, up from the greater than $2 billion target; and adjusted EBITDAR in the range of $395 million to $405 million, up from the greater than $380 million target we previously provided. We have no changes to our previously issued guidance for capital expenditures or debt reduction. To recap, despite a more volatile market and the extraordinary weather challenges of the third quarter so far, we continue to see solid demand for our product, and we are raising our full year outlook.

We remain focused on cost discipline and executing on our strategic initiative, the successful integration of Mesa and Republic. We are ahead of schedule on each of our integration work streams. We've consolidated back-office responsibilities. We received FAA approval on our first revision cycle. And next month, we take the important step of relocating Mesa's network and operations center to our Carmel campus in Indiana. Each of these steps brings us closer to greater efficiencies, stronger financial performance and enhanced long-term shareholder value. We said 2026 would be a transformational year for Republic. It is proving to be exactly that.

None of this progress would be possible without the dedication of our associates and the continued support of our partners and shareholders. As we move through the second half of the year, we remain focused on executing our integration priorities and continuing to deliver safe and reliable air service. And with that, Kenneth, we are ready to open the line for questions.

Operator: [Operator Instructions] Your first question comes from the line of Savi Syth with Raymond James.

Savanthi Syth: Just on the guidance, Matt, you mentioned that -- in last call, you said that just given the uncertainty, you weren't taking it up. And I was just curious, is this kind of confidence to take your guidance up just based on what you've completed already? Or are you getting kind of greater confidence from your partners as they schedule kind of their block hours?

Matthew Koscal: Savi, this is Matt. Thanks for the question. Thanks for joining the call. It's a bit of both. We -- as we talked in the first quarter, we had seen a demand signal that was greater than where we entered the year and what our plan and forecast was. And we continue to see that demand signal as we go through Q3 and Q4. Q3, we do have some noise and a lot of it is this weather disruption. As I said, we're at 91% through earlier this week. Our worst month during winter storms was just over 92%. So that kind of gives you an idea of the magnitude of that impact.

But despite that noise, the organic demand signal remains strong. Demand for the product is strong, and we feel confident that we can take that number up through the back half of the year here.

Savanthi Syth: That's helpful. And then -- just on the Mesa alignment side, I know a lot -- you were working on kind of aligning the maintenance on the aircraft. I was wondering where you were in kind of aligning that and getting kind of that fleet closer to kind of the legacy Republic fleet?

Matthew Koscal: Yes. So great question. And let me break it up as kind of answering it in 2 parts. First, we have our internal metrics of, are we meeting our turn time reductions that we had planned for and the improvement that we thought we could bring to the Mesa maintenance program, and we are. We're actually seeing all of those improvements on an aircraft-by-aircraft turn time. We still need to get through the entire fleet, though, right? So it's just -- it changes the amount of duration that it takes for us to get through the entire fleet. It accelerates that. So you still don't start to see that real improvement or that impact till the back half of 2027.

It just means though that the ability for us to actually meet those improved turn times ensures that, that work gets done by the end of 2027 as opposed to going through 2028 if we were on the previous turn times at Mesa.

Operator: Your next question comes from the line of Michael Linenberg with Deutsche Bank.

Michael Linenberg: It's always nice to hear an airline characterize the year as a transformational year and still post double-digit operating and pretax margins. And so my question is just, as you -- in the release, you talk about the integration taking 18 to 24 months and then you get to a point where you expect to realize true operational synergies. How can we express that in margin improvement? We're at 10% on a pretax, 12% operating. Are we talking a couple of hundred basis points of margin improvement once the full integration is complete? How should we think about that?

Matthew Koscal: Yes. So Mike, I don't know if we're ready to unpack what it looks like at the end of the road here yet. We're going to be able to unpack 2027 for you as we get towards our end of year forecast here, and we'll give you a bit of a peek into that. We really don't start to appreciate the full effects of this until we get through that back half of 2027 and fully into 2028, right?

As we get into 2028, you'll start to see a lot of the noise, the redundancy and the fleet improvement, right, that increase in utilization that we'll unlock at Mesa and in the fleet there begin to contribute both to the top line and to the bottom line. But I think the 2027 forecast that we're working through now will help unpack a bit of that and start to shape up what 2028 can look like as well.

Michael Linenberg: Matt, when you talk about the fleet utilization, maybe to put some numbers around that, where are you today on a daily utilization? And where do you think that could go?

Matthew Koscal: So, let me unpack where I really think the improvement on the Mesa side is. In the fleet utilization concept there, we believe we could actually add about 10% to 15% when we get to full health on the maintenance program at Mesa. If we look at the difference between the maintenance program at Mesa and the maintenance program at Republic, how we've historically operated those fleets, we think there's a greater than 10% improvement in the overall Mesa fleet once we get to the end of that 2027, 2028 time frame.

The daily utilization per aircraft will fluctuate a little bit up and down from where we're at today seasonally, but it's really getting more of those aircraft put to work.

Joe Allman: Yes. Mike, this is Joe speaking. And Matt's exactly right. It's really an increase in scheduled lines available to fly as the maintenance aircraft come back online. And so you get that what I'll call normal pickup to what we're seeing today on that fleet. And on a scheduled available aircraft line of flying, we're somewhere in that above 9.5, probably closer to 9.8. And our partners want to continue to try to squeeze as much utilization as they can out of fleet. So we're ready to respond, and we're positioning the fleet to be in a position to capture that utilization when available.

Michael Linenberg: My second actually is to you, Joe. Can you just remind us, this is a quick one, just your percentages of what you own of Eve and Cape Air?

Joe Allman: Yes. So we're about a 40% owner in the Cape Air equity. And on the Eve investment, that's really a mark-to-market on the warrants that we hold related to Eve that flows through the non-operating line.

Operator: There are no further questions at this time. I will now turn the call back to Matt Koscal, President and Chief Executive Officer, for closing remarks.

Matthew Koscal: Thank you, Kenneth, and thank you all for joining us this morning. We've accomplished a great deal in the first half of the year, and that would not have been possible without the dedication of our over 8,500 aviation professionals and the trust and support of our long-term partners. Have a great rest of your day, and I look forward to providing a further update next quarter.

Operator: This concludes today's call. Thank you for attending. You may now disconnect.