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): February 16, 2006

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-44697	06-1449146
(State or other jurisdiction of incorporation)	(Commission File Number)	IRS Employer Indentification 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 2.02Results of Operations and Financial Condition.

On February 16, 2006, Republic Airways Holdings Inc. (the “Company”) announced its results of operations for the quarter and full year ended December 31, 2005. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

Not Applicable.

(b)Pro Forma Financial Information.

Not Applicable.

(c)Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. issued on February 16, 2006, relating to its fourth quarter 2005 results.

(All other items on this report are inapplicable.)

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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: February 16, 2006	By:	/s/ Robert H. Cooper
		Name: Robert H. Cooper
		Title; Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit NumberDescription

99.1Press Release of Republic Airways Holdings Inc. issued on February 16, 2006, relating to its fourth quarter 2005 results.

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EX-99.1 CHARTER

                           ;                      
60;             Contact:

 EXHIBIT 99.1

 For Immediate release:

 Contact: Warren R. Wilkinson

 Republic Airways Holdings

     Tel. (317) 484- 6042

Republic Airways Holdings Announces Fourth Quarter

and 2005 Annual Earnings

Indianapolis, Indiana,(February 16, 2006) - Republic Airways Holdings Inc. (NASDAQ/NM: RJET) today reported operating revenues of $251.8 million for the quarter ended December 31, 2005, a 33.6% increase, compared to $188.5 million for the same period last year.  The Company also reported net income of $18.5 million or $0.43 per diluted share, for the quarter ended December 31, 2005.

These results include a one-time, non-cash item. During the quarter the Company reversed an accrual for estimated return charges on turboprop aircraft leases of $2.5 million, net of tax, or $0.06 per diluted share, due to a settlement that was reached with the lessors.

Net of this adjustment, net income was $15.9 million or $0.37 per diluted share compared to $14.8 million of net income or $0.56 per diluted share for the same period last year.  Weighted average diluted common shares outstanding increased from 26.2 million to 42.9 million, or 64.0% as a result of the Company’s follow on offerings of common stock in February and July 2005.

The primary items of significance affecting the fourth quarter of 2005 are outlined below:

Total operating revenues for the fourth quarter of 2005 increased primarily as a result of a 46.2% increase in available seat miles (ASMs) to 1.85 billion ASMs, up from 1.27 billion ASMs, and a 17.2% increase in block hours. These increases reflect the addition of thirty-six 70-seat regional jet aircraft that were placed into service throughout the year and the reduction of seven 50-seat regional jet aircraft that were removed from fixed-fee operations between September and November 2005. Five aircraft were removed from US Airways and two were removed from United. Of these seven aircraft, five have been subleased off-shore and two have been placed into our charter operations.

Total operating expenses for the fourth quarter of 2005, including interest expense but excluding fuel charges (which are reimbursable by the Company’s major partners) and the one-time, non-cash item, of $147.9 million, increased approximately 34.7% from $109.8 million for the same quarter of 2004. Operating cost per ASM (CASM), including interest expense but excluding fuel and the one-time, non-cash item, decreased to 7.97¢, a 7.9% decrease compared to the prior year’s 8.65¢.

The company increased its operating fleet of aircraft to 142 (48 Delta, 40 US Airways, 35 United, 15 American, and four Charter) as of December 31, 2005, from 111 regional jet aircraft as of December 31, 2004.  During the quarter, the Company took delivery of twelve 70-seat regional jet aircraft (seven from US Airways, three for United and two for Delta) and removed four 50-seat regional jet aircraft (two from US Airways and two from United).

At December 31, 2005, the Company had $162.0 million in cash and marketable securities compared to $46.2 million as of December 31, 2004.  The Company entered into debt financing arrangements for the five new aircraft delivered from the factory during the quarter. The Company’s long-term debt increased to $1.41 billion as of December 31, 2005, compared to $0.85 billion at December 31, 2004. The Company has significant long-term lease obligations that are classified as operating leases and are not reflected as liabilities on the Company’s consolidated balance sheets.  At a 7.0% discount factor, the present value of these lease obligations was approximately $591.8 million as of December 31, 2005.

The Company’s total Debt (including off-balance sheet leases) to Capital ratio decreased from 7.9 to 1 in 2004 to 4.7 to 1 in 2005, reflecting the Company’s issuance of common stock in February and July 2005 of approximately $187 million.

For the full year ended December 31, 2005, operating revenues increased 40.0% to $905.0 million, compared to $646.3 million for the same period last year. The Company also reported net income of $60.7 million for 2005, or $1.66 per diluted share.

Net of the one-time, non-cash adjustment, net income improved 49.4% to $58.1 million, or $1.59 per diluted share compared to $38.9 million, or $1.62 per diluted share, in 2004. Weighted average diluted common shares outstanding increased from 23.9 million to 36.6 million, or 52.9% as a result of the Company’s follow on offerings of common stock in February and July 2005.

Total ASMs for 2005 increased 42.1% from 2004 to 6.6 billion and block hours for 2005 increased 23.8% from 2004 to 464,000. During the year, the Company placed into service thirty-six 70-seat regional jet aircraft and removed seven 50-seat regional jets from fixed-fee service. The Company’s average stage length increased 10.9% from 439 in 2004 to 487 in 2005, reflecting the longer flight segments being flown by the 70-seat aircraft.

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Corporate Information

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that operates Chautauqua Airlines, Republic Airlines and Shuttle America. The company offers scheduled passenger service on approximately 800 flights daily to 78 cities in 33 states, Canada and the Bahamas through airline services agreements with four major U.S. airlines. All of its scheduled flights are operated under its major airline partner brand, such as AmericanConnection, Delta Connection, United Express and US Airways Express. The airline currently employs approximately 3,100 aviation professionals and operates 145 regional jet aircraft including 50 E170 aircraft.

The Company will conduct a telephone briefing to discuss its fourth quarter results today at 11:00 a.m. EDT. A live Webcast of this briefing will 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 risk factors disclosed in the Company’s most recent filing with the Securities and Exchange Commission.

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REPUBLIC AIRWAYS HOLDINGS INC. CONSOLIDATED STATEMENTS OF INCOME (Dollars and Shares in Thousands, Except per Share Amounts) (Unaudited)
	Three Months Ended December 31						Year Ended December 31
	2005			2004			2005			2004
OPERATING REVENUES
Passenger		240,504			186,037			883,906			636,389
Other		11,272			2,483			21,115			9,935
Total operating revenues		251,776			188,520			905,021			646,324
OPERATING EXPENSES
Wages and benefits		38,344			29,494			143,826			112,305
Aircraft fuel (see note below)		79,383			56,981			278,923			174,208
Landing fees		7,415			6,613			30,376			24,201
Aircraft and engine rent		20,217			20,413			77,725			74,514
Maintenance and repair		19,901			17,188			76,481			70,290
Insurance and taxes		3,638			3,116			16,117			13,186
Depreciation and amortization		20,933			10,641			64,877			34,412
Impairment loss and accrued aircraft return costs		(4,218	)		0			(4,218	)		1,441
Other		16,378			12,801			62,195			50,422
Total operating expenses		201,991			157,247			746,302			554,979
OPERATING INCOME		49,785			31,273			158,719			91,345
OTHER INCOME (EXPENSE)
Interest expense		(21,037	)		(9,489	)		(63,546	)		(28,464	)
Other income		1,818			227			5,002			518
Total other income (expense)		(19,219	)		(9,262	)		(58,544	)		(27,946	)
INCOME BEFORE INCOME TAXES		30,566			22,011			100,175			63,399
INCOME TAX EXPENSE		12,103			7,245			39,521			24,547
NET INCOME		18,463			14,766			60,654			38,852
PER SHARE, BASIC	$	0.44		$	0.58		$	1.69		$	1.66
PER SHARE, DILUTED	$	0.43		$	0.56		$	1.66		$	1.62
Weighted Average Common Shares
Basic		41,696			25,543			35,584			23,350
Diluted		42,916			26,165			36,548			23,907

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Unaudited Operating Highlights
Operating Highlights	Three Months Ended December 31									Year Ended December 31
	2005			2004			Change			2005			2004			Change
Passengers carried		2,368,044			1,970,902			20.2	%		9,137,132			6,842,407			33.5	%
Revenue passenger miles (000)		1,272,631			868,357			46.6	%		4,516,518			3,062,940			47.5	%
Available seat miles (000)		1,854,656			1,268,434			46.2	%		6,559,966			4,618,043			42.1	%
Passenger load factor		68.6	%		68.5	%		0.1 pts			68.8	%		66.3	%		2.5 pts
Cost per available seat mile, including interest expense (cents)		12.03			13.14			(8.4	%)		12.35			12.63			(2.3	%)
Fuel cost per available seat mile (cents) (see note below)		4.28			4.49			(4.7	%)		4.25			3.77			12.7	%
Impairment cost (credit) per available seat mile (cents)		(0.22	)		0.00			NM			(0.06	)		0.03			(300.0	%)
Cost per available seat mile, excluding fuel expense and impairment costs (cents)		7.97			8.65			(7.9	%)		8.16			8.83			(7.6	%)
Block hours		118,980			101,533			17.2	%		464,041			374,749			23.8	%
Departures		67,371			63,428			6.2	%		274,765			236,798			16.0	%
Average daily utilization of each aircraft (hours)		10.28			10.35			(0.6	%)		10.50			10.27			2.2	%
Average aircraft stage length		533			435			22.5	%		487			440			10.7	%

Note: Beginning in May 2005, US Airways elected to provide fuel directly for all of the Company’s US Airways Express aircraft operations. This change eliminates fuel expense and the related fuel reimbursement (previously recorded as revenue) for the US Airways operations. Operating profits are not affected by this change.

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