Mail Stop 3561
June 12, 2006
Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Registration Statement on Form S-1
Filed on May 15, 2006
File No. 333-134145
Dear Mr. Levy,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please provide your exhibits and any missing information that
is
not dependent on the price range as soon as possible. As the
exhibits and additional disclosure may trigger a number of
disclosure
matters, we will need a reasonable period of time to review this
information as well as all disclosure in the registration
statement
that you modify or add as a result of the new information, and may
have additional comments.
Prospectus Summary, page 1
2. The disclosure in the summary should be a balanced presentation
of
your business. For example, we note the disclosure regarding the
additional customers you might serve if you begin service in the
65
additional cities you have identified. You should balance this
disclosure with a statement indicating the current status of your
business and whether you have entered into agreements to begin
service in any of these additional cities. Additionally, you
discuss
the growth of your revenues, but should clarify that your net
income
dropped during the last year.
3. Please disclose in this section the percentage of common stock
that will be owned by management and their affiliates and discuss
the
significant control over your business they will exercise. Ensure
that your discussion indicates that, by agreement, Mr. Gallagher
is
entitled to a seat on your board of directors. Also disclose any
other similar agreements regarding control of the company.
Finally,
provide a brief explanation of the 2005 transactions by which
management and their affiliates bought a controlling interest in
the
company.
Risk Factors, page 12
4. Please provide a separate risk factor describing the terms of
the
registration rights agreement you discuss on page 87 and any
material
risks to stockholders such rights may pose. In this regard, we
note
that you are required to register an offering by selling
shareholders
holding at least 25% of securities with registration rights when
they
propose to sell shares with an aggregate offering price of $30
million or more.
We rely on third parties, page 19
5. Expand this risk factor to disclose the number of third party
contractors on which you are dependent for certain facilities and
services and discuss whether you would be able to find suitable
replacements in a timely manner if these contracts were
terminated.
Further, we note from disclosure throughout the document that you
appear to be dependent on just one credit card processing company
and
one vendor to support your automated systems. Revise the related
risk factors or provide separate risk factors, as appropriate, to
better explain whether your dependence on these third parties
poses a
risk to your company and whether you would be able to find
suitable
replacements if your contracts with these vendors were terminated.
Our maintenance costs will increase as our fleet ages, page 14
6. Expand the text of this risk factor to explain what the typical
age of an aircraft is in order to better put this risk in context
for
investors.
Our reputation and financial results could be harmed in the event
of
an accident, page 14
7. Expand this risk factor to disclose whether you have had any
past
experience with accidents or incidents involving your aircraft and
whether such events, if any, materially affected your business.
Use of Proceeds, page 29
8. Revise to provide more specific disclosure regarding your use
of
proceeds. For example, you should disclose the approximate amount
intended to be used for the purchase of additional aircraft. We
note
from page F-20 that you recently purchased two MD83 aircraft for
$8.1
million. How much of the proceeds of the offering do you expect
to
spend on additional aircraft? Furthermore, it appears from your
disclosure on page 84 that you may repay Mr. Gallagher with
proceeds
from the offering. If true, revise your Use of Proceeds
disclosure
to include the amount payable to Mr. Gallagher from the proceeds
of
the offering. See Item 504 of Regulation S-K, including
Instruction
4.
Capitalization, page 30
9. Please revise your capitalization table and related disclosures
to
discuss your company`s "actual" capitalization as of the latest
balance sheet date for which financial statements are required
under
Rule 3-12 of Regulation S-X.
10. You disclose that on a pro forma basis, your capitalization
table
reflects the automatic conversion of all of your outstanding
redeemable convertible preferred shares into 7,512,600 shares of
common stock, in conjunction with the closing of your offering.
However, we note per Note 12 to your financial statements that, in
2005, you issued a total of 9,885,000 shares of Series A and
Series B
convertible preferred shares, which are to be converted into
common
shares on a one-for-one basis. As such, it appears that you have
assumed that the completion of your offering will occur both prior
to
December 31, 2007, and at a filing range above a predetermined
price,
which would result in the cancellation of 24% of your outstanding
preferred shares. Please specifically disclose that your pro
forma
capitalization assumes the cancellation of 24% of your preferred
shares and disclose the predetermined price which will trigger the
cancellation.
Dilution, page 31
11. Please disclose your net tangible book value per share prior
to
giving effect to your pro forma adjustments. The disclosure of
the
net tangible book value per share as well as the other disclosures
in
this section of your registration statement should be as of the
balance sheet date that corresponds to the latest balance sheet
date
for which financial statements are required to be provided under
Rule
3-12 of Regulation S-X. Please revise your dilution table and
related disclosures, accordingly.
12. Per your disclosures in "The Offering" section of your
document,
as well as Note 12 to your financial statements, it appears that
the
total number of shares outstanding upon the completion of your
offering could differ depending on whether the midpoint of the
price
range set forth on the cover page of your prospectus is at least
$15.79 per share. It appears that 24% of your outstanding
preferred
shares will be cancelled prior to the completion of your offering
if
the midpoint of the price range is at least $15.79. However, it
appears that all of your outstanding preferred stock will be
converted to common stock if the midpoint of the price range is
not
at least $15.79. Given that the treatment of your outstanding
preferred shares upon the completion of your offering directly
impacts the computation of various amounts included in your
dilution
table, please tell us management`s intentions with regard to the
cancellation of the preferred shares if the midpoint of your price
range per your prospectus is at least $15.79 per share, but your
shares ultimately price below the established/ disclosed price
range.
In addition, please tell us and disclose whether your computations
in
the dilution section of your document assume the cancellation of
24%
of your outstanding preferred shares. Disclosures in other areas
of
your registration statement (e.g. your pro forma financial
statements
and the disclosures regarding your reorganization) should also
fully
discuss your assumptions with regard to the treatment of your
preferred shares outstanding immediately prior to your offering.
Selected Financial and Operating Data, page 32
13. We note your presentation of the Non-GAAP financial measures
EBITDA and EBITDAR. However, we do not believe that the fact that
these Non-GAAP financial measures may provide useful information
regarding i) your ability to service debt and lease payments and
ii)
your ability to fund capital expenditures can be your sole support
for presenting these Non-GAAP financial measures in your
registration
statement. Furthermore, we note that your Non-GAAP financial
measure
EBITDAR includes an adjustment for aircraft lease rental expense.
Item 10(e)(ii)(A) of Regulation S-K does not allow charges that
required, or will require, cash settlement to be excluded from the
computation of Non-GAAP liquidity measures. As such, please
discontinue the use of EBITDAR, or tell us why you believe the
presentation of EBITDAR is permitted. In addition, please tell us
and revise your registration statement to disclose substantive
reasons - specific to your company - which you believe explain why
the presentation of EBITDA provides useful information to your
investors, regarding your financial condition and/or results of
operations. Alternatively, please also discontinue the disclosure
of
EBITDA. Refer to the guidance outlined in Section II.B of our
release regarding the "Conditions for Use of Non-GAAP Financial
Measures."
14. Additionally, it appears that you have presented EBITDA as a
Non-
GAAP measure of liquidity. As such, should you determine that you
can substantively support your decision to disclose EBITDA in your
registration statement, we believe that you should revise your
document to provide a reconciliation of EBITDA to a measure of
cash
flow, and not net income or loss. Please refer to the guidance
provided in question number 12 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
measures."
15. We note that the "Operating Statistics" which have been
reflected
in your "Summary of Consolidated Financial Information" and
"Selected
Financial and Operating Data" for the year ended December 31, 2001
appear to have been computed based upon combined predecessor and
successor financial data. The presentation of information derived
from combined predecessor and successor financial data is not
considered appropriate due to the change in basis that resulted
from
the adoption of fresh-start accounting, upon emergence from
bankruptcy. As such, please revise your disclosures to present
your
predecessor and successor operating statistics separately.
Unaudited Pro Forma Condensed Consolidated Financial Information,
page 37
16. Please provide a pro forma balance sheet as of the end of the
most recent period for which a consolidated balance sheet is
required
under Article 3-01 of Regulation S-X. Refer to the requirements
of
Article 11-02(c)(1) of Regulation S-X. In addition, we note that
a
pro forma balance sheet for the period ended December 31, 2005 is
no
longer required. As such, please delete the pro forma balance
sheet
for the period ended December 31, 2005.
17. Pro forma condensed statements of income should be provided
for
the most recent fiscal year and for the period from the most
recent
fiscal year end through the most recent interim date for which a
balance sheet is required. As such, please provide a pro forma
condensed consolidated statement of operations for the period from
December 31, 2005 through the balance sheet date as of which
updated
financial statements are required to be provided. Please refer to
the requirements of Article 11-02(c)(2)(i) of Regulation S-X.
Management`s Discussion and Analysis, page 42
General
18. Please expand your disclosures in MD&A to provide a discussion
of
changes to your financial condition and your results of operations
through the date of your updated interim financial statements,
when
such financial statements are filed.
Results of Operations, page 45
19. Revise to specifically explain the decrease in net income
between
2004 and 2005, including a discussion of the business reasons
underlying the decrease in flight hours associated with one of
your
fixed fee flying arrangements.
Other (Income) Expense, page 47
20. We note that you recognized a gain on fuel derivatives of
approximately $4.4 million in the 2004 fiscal year. Given the
materiality of this gain relative to your net income, and relative
to
the gains on fuel derivatives which were recognized in the other
periods presented in your financial statements, please tell us and
expand your MD&A disclosures to discuss the specific underlying
factors that resulted in the recognition of a gain of $4.4 million
in
2004.
Liquidity and Capital Resources, page 50
21. Expand this section to provide a discussion regarding your
ability to meet both short and long-term capital needs. See
Section
IV of SEC Release 33-8350.
22. In the third paragraph of this section, you indicate that cash
provided by operating activities increased in 2005 primarily due
to
an increase in net income, among other things. As your net income
decreased between 2004 and 2005, revise to clarify this statement.
23. In the fourth paragraph of this section, you indicate that the
increase in investing activities was primarily driven by an
increase
in the purchase of "investments available-for-sale." Revise to
clarify this term.
Critical Accounting Policies and Estimates, page 51
24. We note that you adopted a share option program in 2005, under
which you issued 384,000 options at exercise prices between $3.50
and
$4.50. You state that these options were granted at exercise
prices
that approximate the fair value market value of your underlying
common stock as of the date of grant, and as such, it appears that
no
compensation expense was recognized under the provisions of APB
No.
25. It appears that you also issued 8,000 options with an
exercise
price of $13.00 in 2006, which would be subject to the accounting
treatment of SFAS No. 123(R). We also note that you issued
162,500
warrants with exercise prices of $4.40, in 2005, as part of the
consideration for services provided by a placement agent in
connection with issuance of your preferred shares. Due to the
complexities of the assumptions and judgments required to value
your
options, warrants, and underlying common stock as of the grant
dates
of your options and warrants, and given the impact of your current
assumptions on the recognition of compensation expense in fiscal
year
2005 under APB No. 25, and in future years under SFAS No. 123(R),
we
believe that a discussion of stock-based compensation should be
included in the "Critical Accounting Policies and Estimates"
section
of MD&A. Please expand your MD&A discussion, accordingly.
25. In addition, please tell us and disclose how you determined
that
the exercise price of your options approximated the fair value of
your common stock on the date that the options were issued,
resulting
in the recognition of no compensation expense under the provisions
of
APB No. 25. Your response should specifically address how you
determined the fair value of your common stock as of the grant
date
of your options, citing any valuation techniques that were
utilized.
You should also explain why you believed the fair value of your
common stock was between $3.50 and $4.50 per share on the dates
that
your options were granted, but have used an assumed fair value of
$8.75 per common share as of December 31, 2005 (per page 79 of the
registration statement), for purposes of computing the fair value
of
unexercised in-the-money options held by your executive officers.
Please tell us specific factors which would have resulted in an
increase to the valuation of your common shares between the dates
when your options were issued and December 31, 2005.
Industry, page 54
26. Throughout this section you provide statistics regarding the
airline industry. Please provide support for these statistics.
Additionally, please provide copies of the reports by the World
Travel & Tourism Counsel, the Las Vegas Convention and Visitors
Authority, Airports Council International, the Orlando/Orange
County
Convention and Visitors Bureau, Inc. and any other entity whose
reports you mention in the filing, clearly marking the relevant
sections that support references made in the prospectus. Tell us
whether the information provided by these sources is available to
the
public without charge or at a nominal cost and provide appropriate
details in that respect. If the source is not publicly available
at
nominal or no cost, it appears that consent of the third party to
the
use of the information in the prospectus and to the reference to
that
firm should be obtained and filed as an exhibit. Please see Rule
436
of Regulation C and Item 601(b)(23) of Regulation S-K for
additional
guidance. Alternatively, you may adopt these statements as your
own.
Business, page 60
27. Please expand your disclosure in this section to explain the
nature and results of your bankruptcy, as required by Item
101(a)(1)
of Regulation S-K. For example, please explain how your 1997
business strategy and management team differed from the company
you
established when you emerged from bankruptcy in 2002.
28. We note from page F-10 that your contract relationships with
third parties accounted for 48%, 43% and 19% of total revenues
during
2003, 2004 and 2005. Please either confirm that no one customer
accounted for 10% or more of your revenues or revise your Business
section to identify any large customers. For example, was
Harrah`s
responsible for 10% or more of your 2005 revenues? Revise or
advise
as appropriate and refer to Item 101(c)(1)(vii) of Regulation S-K.
Management, page 76
29. Please describe the positions and offices held by Mr.
Gallagher
during his active involvement with the management of your company
from June 2001 until becoming the CEO in August 2003. Refer to
Item
401(b) of Regulation S-K.
Stock Option Exercises and Holdings, page 79
30. As a follow-up to comment 25 above, please revise the
description
of and numbers included in this table to indicate that the value
of
unexercised in-the-money options at December 31, 2005 is
calculated
using the mid point of the offering range as opposed to a December
31, 2005 valuation. See Section IV.C of SEC Release 33-7009.
Alternatively, explain the basis for your use of a different price
in
a footnote to the table.
Employee Benefit Plans
Long-Term Incentive Plan, page 79
31. We note that your 2006 Long-Term Incentive Plan was adopted by
your board of directors and approved by your stockholders in April
of
2006. If you intend to grant options or equity shares covered by
this plan to your officers, employees, or directors prior to or in
connection with your planned public offering, please tell us and
revise the MD&A section to your document to discuss the number of
options or equity shares to be granted, the expected terms of
those
options or equity shares, and the amount of expense that the you
expect to recognize in connection with the option or equity share
grants. Your response and your revised disclosure should also
explain
how any expense to be recognized will be determined.
Principal Stockholders, page 82
32. As a follow-up to comments 10 and 12 above, please revise this
section to clarify how the ownership interests currently held by
your
stockholders will be converted during the reorganization. In this
regard, we note that footnote 1 to the principal and selling
stockholders table indicates that the ownership listed in the
table
is based on a conversion ratio of at least $15.79/share. However,
page F-20 indicates that your shares of preferred stock will be
converted to common stock on a one-for-one basis. Please revise
to
clarify.
33. We note your disclosure in footnote 3 indicating that ComVest
is
also a selling stockholder. Is ComVest the only selling
stockholder?
If not, the other selling stockholders should be identified, as
well.
Additionally, revise this footnote to identify the individual or
individuals who share voting and/or dispositive power with respect
to
the shares being offered for resale by ComVest and any other legal
entities offering shares for resale. If Messrs. Falk and Priddy
are
the only individuals who share voting and dispositive power over
the
ComVest shares, revise to clarify.
Related Party Transactions, page 84
34. We note your statement in the first paragraph that "[o]ther
than
the indemnification, employment and consulting agreements
described
herein, the related party transactions since January 2005 are
described in this section. Please note that all transactions
required to be disclosed pursuant to Item 404 of Regulation S-K
should be described in this section. Revise accordingly.
Where You Can Find Additional Information, page 100
35. Please revise to include our new address: 100 F Street, NE,
Washington, DC 20549.
Notes to Consolidated Financial Statements
General
36. You state on page 18 of the "Risk Factors" section of your
document that 64.4% of your fixed fee contract revenue was derived
from Harrah`s Entertainment, Inc. As such, it appears that your
revenue derived from Harrah`s Entertainment exceeded 10% of your
company`s total revenues. Please provide the disclosures required
by
paragraph 39 of SFAS No. 131 in the footnotes to your financial
statements.
Summary of Significant Accounting Policies
Organization and Basis of Presentation, page F-7
37. You state that your company operates in one reportable
segment.
However, we note that the services which your company provides
include scheduled flight services and fixed fee charter services.
Given that your scheduled flight services and fixed fee charter
services appear to have different revenue models (fixed fees
versus
non-fixed fees), unique customers, and different cash flow
streams,
it appears that these services may have different economic
characteristics and may not meet the aggregation criteria of
paragraph 17 of SFAS No. 131. Furthermore, we note that the
revenues
from both your scheduled flight services and fixed fee charter
services exceed the quantitative thresholds outlined in paragraph
18
of SFAS No. 131. As such, please confirm for us and disclose, if
true, that your chief operating decision maker ("CODM") only
reviews
consolidated profitability information as presented in your
consolidated statements, and additional detailed profitability
information, specific to your scheduled flight services and fixed
fee
charter services, is not made available to the CODM. Also, if the
CODM only obtains revenue information because specific expense
allocation information is not available, please state this fact.
Alternatively, please provide all segment disclosures required by
paragraphs 25 through 31 of SFAS No. 131.
Cash and Cash Equivalents and Restricted Cash, page F-7
38. You state that restricted cash represents amounts escrowed
relating to your air traffic liability, as required by fixed fee
contract customers, and amounts relating to letters of credit
required by hotel properties for guaranteed room availability.
Given
that i) your air traffic liability was significantly greater at
December 31, 2005 than at December 31, 2004 and ii) your sales of
hotel rooms appear to have significantly influenced the growth in
your ancillary revenues, please tell us and disclose in the
"Liquidity" section of MD&A the reason(s) why your aggregate
short-
term and long-term restricted cash balances declined by
approximately
$7.4 million between December 31, 2004 and December 31, 2005. In
your response and expanded disclosures, specifically discuss the
circumstances under which your fixed fee contract customers
require
you to escrow amounts related to your air traffic liability. In
addition, please disclose the total dollar amount of your letters
of
credit that were outstanding as of December 31, 2005.
Revenue Recognition, page F-10
39. Please disclose when you recognize revenue attributable to the
sale of hotel rooms and rental cars, and the reason your
accounting
policy is appropriate. In addition, since your air travel is
bundled
with this ancillary revenue, tell us how you have considered the
guidance in EITF 00-21.
Earnings per Share, page F-11
40. We note that 322,362 employee stock options and 107,740 stock
purchase warrants are not included in your calculation of diluted
net
income per share for the year ended December 31, 2005 due to their
anti-dilutive impact. Please tell how you arrived at your
conclusion
that your outstanding stock options and warrants were anti-
dilutive
for December 31, 2005. As part of your response, tell us how you
determined the average fair value of the shares of your common
stock
for the year ended December 31, 2005, and what that value was
determined to be.
41. Furthermore, we note that although the 322,362 employee stock
options and 107,740 stock purchase warrants were not included in
the
your calculation of diluted net income per share in your audited
financial statements for the year ended December 31, 2005, you
disclose in your unaudited pro forma condensed consolidated
financial
information (on page 39 of your registration statement) that the
number of diluted shares outstanding includes 381,000 and 162,500
shares of common stock to be issued upon exercise of outstanding
stock options and outstanding warrants, respectively. We are
unclear
as to why the dilutive impact of your outstanding stock options
and
warrants would differ on a historical basis versus pro forma
basis.
As such, please reconcile and/or revise your disclosure.
Shareholders` / Members` Equity, page F-19
42. Please tell us the fair value of your common shares in August
2003 and provide us any underlying analysis that supports your
determination of fair value. In addition, explain to us why you
have
not recognized any compensation expense in connection with this
sale
of shares to your officers in accordance with APB No. 25.
Redeemable Convertible Preferred Shares, page F-19
43. We note that your Series A and Series B convertible preferred
shares which were issued in May of 2005 for $4.00 per share are
convertible at any time (and at the option of the holder) into
common
shares on a one-for-one basis. Please tell us how the conversion
terms of the preferred shares were determined, and how you
determined
whether a beneficial conversion feature existed at the time that
your
preferred shares were issued. In your response, please
specifically
tell us how you determined the fair value of your common stock as
of
the date that your preferred shares were issued. Also, tell us
whether you obtained a contemporaneous valuation of your common
shares from an independent valuation specialist at the time that
the
conversion terms of your preferred shares were determined, or
explain
why an independent valuation was deemed to be unnecessary.
44. You state in Note 12 to your financial statements that, in May
of
2005, your company completed a private placement offering in which
all authorized Series A redeemable convertible preferred shares
were
issued at $4.00 per share for total proceeds to your company of
$39,540,000. However, we note per your balance sheet and
statement
of cash flows that your issuance of Series A redeemable
convertible
preferred shares only provided $34,540,000 in proceeds to your
company. Please reconcile and revise your disclosures,
accordingly.
Recent Sales of Unregistered Securities, page II-2
45. Where you refer to a time period between 2005 and 2006, please
provide the month and year. Also, specify the names or classes of
purchasers for the stock options and the corresponding exercise
prices for the options, as well as the aggregate offering price
received by the company. Refer to paragraphs (a), (b) and (c) of
Item 701 of Regulation S-K.
Exhibits
46. Please file the following agreements as exhibits to the
registration statement or tell us why you do not believe they are
material to your business for purposes of Item 601(b)(10) of
Regulation S-K:
* Fuel management agreement referenced on page 73 and any material
agreements with other fuel suppliers;
* Agreement with Harrah`s Entertainment Inc;
* Agreement with single vendor to support your automated systems;
and
* Credit card processing agreement described on page 50.
Additionally, please provide us with copies of the employment
agreements you describe on page 81 once the terms of such
agreements
have been finalized.
**********
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters. Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.
Sincerely,
Sara Kalin
Legal Branch Chief
cc: Via Facsimile: (404) 233-2188
Mr. Robert Goldberg, Esq.
Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
June 12, 2006
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