SEC Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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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): May 5, 2016
Allegiant Travel Company
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(Exact name of registrant as specified in its charter)
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Nevada | 001-33166 | 20-4745737 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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1201 N. Town Center Drive,
Las Vegas, NV | | 89144 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (702) 851-7300
(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:
[ ] 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))
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
Following careful deliberation and a competitive process among the large accounting firms, on May 5, 2016, on the recommendation of the Audit Committee (the “Audit Committee”) of the Board of Directors of Allegiant Travel Company (the “Company”), the Board of Directors of the Company dismissed Ernst & Young, LLP (“EY”) as its independent registered public accounting firm and engaged KPMG, LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. EY had served as the Company’s independent registered public accounting firm since 2006.
The reports of EY on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through May 5, 2016 there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K of the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
During the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through May 5, 2016, the date of EY’s dismissal, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure any of which that, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period.
The Company provided EY with a copy of the disclosures it is making in this Form 8-K prior to the time this Form 8-K was filed with the SEC. The Company requested EY to furnish it a letter addressed to the SEC stating whether it agrees with the statements made herein, and if not, stating the respects in which it does not agree. The Company received the requested letter from EY, and a copy of that letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through May 5, 2016, neither the Company nor anyone acting on its behalf consulted with KPMG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. | Description of Document |
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16.1 | Letter from Ernst & Young, LLP to the Securities and Exchange Commission dated May 10, 2016, pursuant to Section 304(a)(3) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 10, 2016 | ALLEGIANT TRAVEL COMPANY | |
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| By: | /s/ Scott Sheldon | |
| Name: | Scott Sheldon | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
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Exhibit No. | Description of Document |
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16.1 | Letter from Ernst & Young, LLP to the Securities and Exchange Commission dated May 10, 2016, pursuant to Section 304(a)(3) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission. |