SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 4.01|| |
Changes in Registrant’s Certifying Accountant.
On March 13, 2023, Mesa Air Group, Inc. (the “Company”), upon the approval of the Audit Committee (the “Committee”) of the Board of Directors of the Company, notified Ernst & Young LLP (“EY), the Company’s current independent registered public accounting firm, that it would be dismissed from that position effective March 17, 2023.
The audit reports of EY on the Company’s consolidated financial statements as of and for the years ended September 30, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended September 30, 2022 and 2021 and quarterly period ended December 31, 2022, there were no (1) disagreements with EY on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with its reports; and (2) events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company’s internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 described therein (the “2022 10-K”). The material weaknesses related to our review and oversight control activities which did not operate at a sufficient level of precision to detect errors related to (1) the application of the accounting for net operating loss carryforwards governed by the Tax Cuts and Jobs Act (TCJA) and (2) the accounting for the impairment of the assets. Internal controls in place were not operating effectively to prevent and detect a material misstatement. We have established plans to remediate these material weaknesses outlined in the 2022 10-K.
The Company provided EY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that EY furnish the Company with a letter addressed to the SEC stating whether or not EY agrees with the above statements. The letter from EY is filed with this Current Report on Form 8-K as exhibit 16.1.
On March 17, 2023 the Committee appointed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2023.
During the Company’s two most recent fiscal years ended September, 2022 and 2021 and quarterly period ended December 31, 2022, neither the Company nor anyone acting on its behalf consulted with RSM regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
|Item 9.01|| |
Financial Statements and Exhibits.
|16.1||Letter from Ernst & Young LLP, dated March 17, 2023|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: March 17, 2023||MESA AIR GROUP, INC.|
|Name:||Brian S. Gillman|
|Title:||Executive Vice President and General Counsel|
March 17, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated March 17, 2023, of Mesa Air Group, Inc. and are in agreement with the statements contained in the (first through fifth paragraphs therein). We have no basis to agree or disagree with other statements of the registrant contained therein.
Regarding the registrants statement concerning the lack of internal control to prepare financial statements, included in the second paragraph therein, we had considered such matter in determining the nature, timing and extent of procedures performed in our audit of the registrants 2022 financial statements.
/s/ Ernst & Young LLP