SEC Company Response from REPUBLIC AIRWAYS HOLDINGS INC (CIK 0001159154) — Nov 23, 2005
REPUBLIC AIRWAYS HOLDINGS INC (CIK 0001159154)
Date: Nov. 23, 2005 · CIK: 0001159154 · Accession: 0001104659-05-057557
AI Filing Summary & Sentiment
Referenced dates: November 1, 2005
Letter
VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-3561 Re: Republic Airways Holdings Inc. Current Report on Form 8-K filed on October 14, 2005 (“Form 8-K”) File No. 0-49697
Dear Mr. Fay:
On behalf of Republic Airways Holdings Inc. (the “Company”), set forth below is the Company’s response to the Staff’s comment contained in the Staff’s letter dated November 1, 2005, and received by the Company on November 21, 2005. The Company’s response is set forth after the Staff’s comment.
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements
1. We note that the Audit Committee reached its conclusion regarding restating the financial statements after discussion with Deloitte & Touche LLP. As this issue was raised by the independent auditors, Item 4.02(c) of Form 8-K requires you to provide your independent accountant with a copy of the disclosure you are making in response to Item 4.02(b) and request that it furnish you with a letter stating whether it agrees with the statements you have made in response to Item 4.02(b). If your independent accountant does not agree with your disclosure, it should explain why not. Amend your Form 8-K to file this letter as an exhibit no later than two business days after you receive it.
Response:
The Company was not notified by Deloitte & Touche LLP (“Deloitte”), its independent registered public accounting firm, that its prior report should no longer be relied upon prior to the filing of the Form 8-K. Management and the Company’s Audit Committee had discussed the accounting for reimbursable pass-
through costs with Deloitte. The Company believes the language in the Form 8-K filed is acceptable, since an Item 4.02(b) event did not occur. Consequently, the Company does not believe it is necessary to amend the Form 8-K to include a letter from Deloitte and Deloitte concurs with the Company.
Please note that on behalf of the Company, the Company acknowledges that:
• it is responsible for the adequacy and accuracy of the disclosures in its filings;
• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing; and
• it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any additional comments or questions, please feel free to contact the undersigned at (212) 318-3388.
Very truly
yours,
/s/ Gregg J.
Berman
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CORRESP 1 filename1.htm Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership 666 Fifth Avenue, 31st Floor New York, New York 10103-3198 www.fulbright.com Gregg J. Berman direct dial: (212) 318-3388 Partner telephone: (212) 318-3000 gberman@fulbright.com facsimile: (212) 318-3400 November 23, 2005 VIA EDGAR AND FEDERAL EXPRESS Mr. Michael Fay Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-3561 Re: Republic Airways Holdings Inc. Current Report on Form 8-K filed on October 14, 2005 (“Form 8-K”) File No. 0-49697 Dear Mr. Fay: On behalf of Republic Airways Holdings Inc. (the “Company”), set forth below is the Company’s response to the Staff’s comment contained in the Staff’s letter dated November 1, 2005, and received by the Company on November 21, 2005. The Company’s response is set forth after the Staff’s comment. Item 4.02(a) Non-Reliance on Previously Issued Financial Statements 1. We note that the Audit Committee reached its conclusion regarding restating the financial statements after discussion with Deloitte & Touche LLP. As this issue was raised by the independent auditors, Item 4.02(c) of Form 8-K requires you to provide your independent accountant with a copy of the disclosure you are making in response to Item 4.02(b) and request that it furnish you with a letter stating whether it agrees with the statements you have made in response to Item 4.02(b). If your independent accountant does not agree with your disclosure, it should explain why not. Amend your Form 8-K to file this letter as an exhibit no later than two business days after you receive it. Response: The Company was not notified by Deloitte & Touche LLP (“Deloitte”), its independent registered public accounting firm, that its prior report should no longer be relied upon prior to the filing of the Form 8-K. Management and the Company’s Audit Committee had discussed the accounting for reimbursable pass- through costs with Deloitte. The Company believes the language in the Form 8-K filed is acceptable, since an Item 4.02(b) event did not occur. Consequently, the Company does not believe it is necessary to amend the Form 8-K to include a letter from Deloitte and Deloitte concurs with the Company. Please note that on behalf of the Company, the Company acknowledges that: • it is responsible for the adequacy and accuracy of the disclosures in its filings; • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing; and • it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any additional comments or questions, please feel free to contact the undersigned at (212) 318-3388. Very truly yours, /s/ Gregg J. Berman Gregg J. Berman Enclosures cc: Theresa Messinese Robert H. Cooper Robert Colin 2