0001362468falseLas
VegasNV00013624682022-11-022022-11-02
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):
November 2, 2022
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Allegiant Travel Company |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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001-33166 |
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20-4745737 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1201 North Town Center Drive |
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Las Vegas, NV
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89144 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area
code: (702)
851-7300
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N/A |
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(Former name or former address, if changed since last
report.) |
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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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common stock, par value $0.001
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ALGT
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NASDAQ Stock Market
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Indicate by check mark whether the registrant is an emerging growth
company as in Rule 405 of the Securities Act of 1933 (Section 17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (Section 17 CFR §240.12b-2 of this
chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Section 2 Financial Information
Item 2.02 Results of Operations and
Financial Condition.
On November 2, 2022, Allegiant Travel Company (the “Company”)
issued the press release attached as Exhibit 99.1 to this Form 8-K
concerning our results of operations for the quarter and nine
months ended September 30, 2022.
This information is being furnished under Item 2.02 of Form 8-K.
This report and Exhibit 99.1 are deemed to be furnished and are not
considered “filed” with the Securities and Exchange Commission. As
such, this information shall not be incorporated by reference into
any of our reports or other filings made with the Securities and
Exchange Commission.
Non-GAAP Financial Measures: The press release contains non-GAAP
financial measures as such term is defined in Regulation G under
the rules of the Securities and Exchange Commission. While the
Company believes these financial measures are useful in evaluating
the Company’s performance, this information should be considered to
be supplemental in nature and not as a substitute for or superior
to the related financial information prepared in accordance with
GAAP. Further, these non-GAAP financial measures may differ from
similarly titled measures presented by other
companies.
Forward-Looking Statements: Under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, statements in the
press release that are not historical facts are forward-looking
statements. These forward-looking statements are only estimates or
predictions based on our management's beliefs and assumptions and
on information currently available to our management.
Forward-looking statements include our statements regarding future
airline operations, revenue and expenses, ASM growth, expected
capital expenditures, the timing of aircraft acquisitions and
retirements, the number of contracted aircraft to be placed in
service in the future, our ability to consummate announced aircraft
transactions, number of possible future markets that may be served,
the implementation of a joint alliance with Viva Aerobus, the
development of our Sunseeker Resort,
as well as other information concerning future results of
operations, business strategies, financing plans, competitive
position, industry environment, and potential growth opportunities.
Forward-looking statements include all statements that are not
historical facts and can be identified by the use of
forward-looking terminology such as the words "believe," "expect,"
“guidance,” "anticipate," "intend," "plan," "estimate," “project”,
“hope” or similar expressions.
Forward-looking statements involve risks, uncertainties and
assumptions. Actual results may differ materially from those
expressed in the forward-looking statements. Important risk factors
that could cause our results to differ materially from those
expressed in the forward-looking statements generally may be found
in our periodic reports filed with the Securities and Exchange
Commission at
www.sec.gov.
These risk factors include, without limitation, the impact of
Hurricane Ian on our Florida markets and on completion of Sunseeker
Resort, the impact and duration of the COVID-19 pandemic on airline
travel and the economy, liquidity issues resulting from the effect
of the COVID-19 pandemic on our business, restrictions imposed on
us as a result of accepting grants and loans under the payroll
support programs, an accident involving, or problems with, our
aircraft, public perception of our safety, our reliance on our
automated systems, our reliance on third parties to deliver
aircraft under contract to us on a timely basis, risk of breach of
security of personal data, volatility of fuel costs, labor issues
and costs, the ability to obtain regulatory approvals as needed ,
the effect of economic conditions on leisure travel, debt covenants
and balances, the ability to finance aircraft to be acquired, the
ability to obtain necessary government approvals to implement the
announced alliance with Viva Aerobus and to otherwise prepare to
offer international service from our markets, terrorist attacks,
risks inherent to airlines, our competitive environment, our
reliance on third parties who provide facilities or services to us,
the possible loss of key personnel, economic and other conditions
in markets in which we operate, the ability to successfully develop
a resort in Southwest Florida, governmental regulation, increases
in maintenance costs and cyclical and seasonal fluctuations in our
operating results.
Any forward-looking statements are based on information available
to us today and we undertake no obligation to update publicly any
forward-looking statements, whether as a result of future events,
new information or otherwise.
Section 9 Financial Statements and
Exhibits
Item 9.01 Financial Statements and
Exhibits.
a.Not
applicable.
b.Not
applicable.
c.Not
applicable.
d.Exhibits
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Exhibit No. |
Description of Document |
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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: November 2, 2022 |
ALLEGIANT TRAVEL COMPANY |
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By: |
/s/ Gregory C. Anderson |
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Name: |
Gregory C. Anderson |
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Title: |
President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
Description of Document |
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