UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~June 30, 2022~~March 31, 2023

or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to_______

Commission File Number 001-33166

Allegiant Travel Company

(Exact Name of Registrant as Specified in Its Charter)


Nevada		20-4745737

(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

1201 North Town Center Drive
Las Vegas,	Nevada	89144
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 851-7300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001

ALGT

NASDAQ ~~Stock~~Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 22, 2022,~~April 24, 2023, the registrant had ~~18,181,322~~18,429,004 shares of common stock, $0.001 par value per share, outstanding.

ALLEGIANT TRAVEL COMPANY

FORM 10-Q

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION

ITEM 1.	Consolidated Financial Statements	3

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2021

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3629

ITEM 4.	Controls and Procedures	3729

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	3830

ITEM 1A.	Risk Factors	3830

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3830

ITEM 3.	Defaults Upon Senior Securities	3830

ITEM 4.	Mine Safety Disclosures	3830

ITEM 5.	Other Information	3830

ITEM 6.	Exhibits	3931

	Signatures	4032

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(unaudited)					(unaudited)
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	396,091	$	363,378	Cash and cash equivalents	$	317,573	$	229,989
Restricted cash	Restricted cash	21,960		37,323		Restricted cash	17,157		15,457
Short-term investments	Short-term investments	813,243		819,478		Short-term investments	690,593		725,063
Accounts receivable	Accounts receivable	85,315		62,659		Accounts receivable	57,798		106,578
Expendable parts, supplies and fuel, net	Expendable parts, supplies and fuel, net	35,566		27,500		Expendable parts, supplies and fuel, net	35,086		35,546
Prepaid expenses and other current assets	Prepaid expenses and other current assets	50,270		28,073		Prepaid expenses and other current assets	181,893		161,636

TOTAL CURRENT ASSETS	TOTAL CURRENT ASSETS	1,402,445		1,338,411		TOTAL CURRENT ASSETS	1,300,100		1,274,269
Property and equipment, net	Property and equipment, net	2,555,334		2,259,507		Property and equipment, net	2,946,941		2,810,693
Long-term investments	Long-term investments	—		2,231		Long-term investments	68,801		63,318
Deferred major maintenance, net	Deferred major maintenance, net	147,387		146,850		Deferred major maintenance, net	162,221		157,410
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	121,078		130,087		Operating lease right-of-use assets, net	106,999		111,679
Deposits and other assets	Deposits and other assets	211,629		113,987		Deposits and other assets	95,359		93,928
TOTAL ASSETS:	TOTAL ASSETS:	$	4,437,873	$	3,991,073	TOTAL ASSETS:	$	4,680,421	$	4,511,297
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	63,558	$	43,566	Accounts payable	$	65,936	$	58,335
Accrued liabilities	Accrued liabilities	226,083		162,892		Accrued liabilities	225,510		226,276
Current operating lease liabilities	Current operating lease liabilities	19,551		19,081		Current operating lease liabilities	20,200		19,973
Air traffic liability	Air traffic liability	451,087		307,453		Air traffic liability	479,530		379,459
Loyalty program liability						Loyalty program liability	36,417		32,888
Current maturities of long-term debt and finance lease obligations, net of related costs	Current maturities of long-term debt and finance lease obligations, net of related costs	157,957		130,053		Current maturities of long-term debt and finance lease obligations, net of related costs	289,669		152,900
TOTAL CURRENT LIABILITIES	TOTAL CURRENT LIABILITIES	918,236		663,045		TOTAL CURRENT LIABILITIES	1,117,262		869,831
Long-term debt and finance lease obligations, net of current maturities and related costs	Long-term debt and finance lease obligations, net of current maturities and related costs	1,803,533		1,612,486		Long-term debt and finance lease obligations, net of current maturities and related costs	1,816,151		1,944,078
Deferred income taxes	Deferred income taxes	345,118		346,137		Deferred income taxes	348,334		346,388
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	105,198		115,067		Noncurrent operating lease liabilities	89,903		94,972
Loyalty program liability						Loyalty program liability	23,216		23,612
Other noncurrent liabilities	Other noncurrent liabilities	33,417		30,786		Other noncurrent liabilities	14,158		11,718
TOTAL LIABILITIES:	TOTAL LIABILITIES:	3,205,502		2,767,521		TOTAL LIABILITIES:	3,409,024		3,290,599
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY					SHAREHOLDERS' EQUITY
Common stock, par value $0.001	Common stock, par value $0.001	25		25		Common stock, par value $0.001	25		25
Treasury shares	Treasury shares	(633,332)		(638,057)		Treasury shares	(672,493)		(660,023)
Additional paid in capital	Additional paid in capital	698,982		692,053		Additional paid in capital	714,506		709,471
Accumulated other comprehensive income, net	Accumulated other comprehensive income, net	2,744		2,056		Accumulated other comprehensive income, net	3,242		1,257
Retained earnings	Retained earnings	1,163,952		1,167,475		Retained earnings	1,226,117		1,169,968
TOTAL EQUITY:	TOTAL EQUITY:	1,232,371		1,223,552		TOTAL EQUITY:	1,271,397		1,220,698
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:	$	4,437,873	$	3,991,073	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:	$	4,680,421	$	4,511,297

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
OPERATING REVENUES:	OPERATING REVENUES:									OPERATING REVENUES:
Passenger	Passenger	$	592,604	$	443,747	$	1,056,566	$	700,441	Passenger	$	609,277	$	463,961
Third party products	Third party products	27,787		23,001		50,267		36,622		Third party products	26,037		22,480
Fixed fee contracts	Fixed fee contracts	8,920		5,134		22,305		12,827		Fixed fee contracts	14,117		13,386
Other	Other	536		551		818		1,667		Other	256		282
Total operating revenues	Total operating revenues	629,847		472,433		1,129,956		751,557		Total operating revenues	649,687		500,109
OPERATING EXPENSES:	OPERATING EXPENSES:									OPERATING EXPENSES:
Aircraft fuel	Aircraft fuel	257,288		109,456		421,425		192,305		Aircraft fuel	189,546		164,137
Salaries and benefits	Salaries and benefits	139,681		121,906		273,691		239,856		Salaries and benefits	159,623		134,010
Station operations	Station operations	66,909		57,210		132,652		100,303		Station operations	61,520		65,744
Depreciation and amortization	Depreciation and amortization	49,183		44,522		95,526		87,696		Depreciation and amortization	54,680		46,343
Maintenance and repairs	Maintenance and repairs	31,123		22,597		58,943		45,968		Maintenance and repairs	26,442		27,820
Sales and marketing	Sales and marketing	27,297		17,632		49,647		29,241		Sales and marketing	26,928		22,350
Aircraft lease rental		5,451		5,117		11,584		9,837
Aircraft lease rentals										Aircraft lease rentals	7,092		6,132
Other	Other	26,643		15,501		52,845		33,276		Other	30,643		26,202
Payroll Support Programs grant recognition		—		(61,213)		—		(152,971)

Special charges	Special charges	142		854		284		2,592		Special charges	(1,612)		142
Total operating expenses	Total operating expenses	603,717		333,582		1,096,597		588,103		Total operating expenses	554,862		492,880
OPERATING INCOME	OPERATING INCOME	26,130		138,851		33,359		163,454		OPERATING INCOME	94,825		7,229
OTHER (INCOME) EXPENSES:	OTHER (INCOME) EXPENSES:									OTHER (INCOME) EXPENSES:
Interest expense	Interest expense	24,497		16,720		44,288		33,508		Interest expense	35,708		19,791
Capitalized interest	Capitalized interest	(2,082)		—		(3,298)		—		Capitalized interest	(5,180)		(1,216)
Interest income	Interest income	(2,218)		(500)		(2,991)		(963)		Interest income	(10,128)		(773)
Loss on debt extinguishment		—		71		—		71

Other, net	Other, net	101		(11)		95		(404)		Other, net	7		(6)
Total other expenses	Total other expenses	20,298		16,280		38,094		32,212		Total other expenses	20,407		17,796
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	5,832		122,571		(4,735)		131,242		INCOME (LOSS) BEFORE INCOME TAXES	74,418		(10,567)
INCOME TAX PROVISION (BENEFIT)	INCOME TAX PROVISION (BENEFIT)	1,474		27,544		(1,212)		29,346		INCOME TAX PROVISION (BENEFIT)	18,269		(2,686)
NET INCOME (LOSS)	NET INCOME (LOSS)	$	4,358	$	95,027	$	(3,523)	$	101,896	NET INCOME (LOSS)	$	56,149	$	(7,881)
Earnings (loss) per share to common shareholders:	Earnings (loss) per share to common shareholders:									Earnings (loss) per share to common shareholders:
Basic	Basic	$	0.24	$	5.49	$	(0.20)	$	6.04	Basic	$	3.09	$	(0.44)
Diluted	Diluted	$	0.24	$	5.49	$	(0.20)	$	6.04	Diluted	$	3.09	$	(0.44)
Shares used for computation:	Shares used for computation:									Shares used for computation:
Basic	Basic	17,987		17,064		17,970		16,618		Basic	17,766		17,954
Diluted	Diluted	18,006		17,073		17,970		16,632		Diluted	17,769		17,954

Cash dividends declared per share:	Cash dividends declared per share:	$	—	$	—	$	—	$	—	Cash dividends declared per share:	$	—	$	—

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
NET INCOME (LOSS)	NET INCOME (LOSS)	$	4,358	$	95,027	$	(3,523)	$	101,896	NET INCOME (LOSS)	$	56,149	$	(7,881)
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Change in available for sale securities, net of tax	Change in available for sale securities, net of tax	(2,667)		(126)		688		(98)		Change in available for sale securities, net of tax	1,985		3,355

Total other comprehensive income		(2,667)		(126)		688		(98)
Total other comprehensive income (loss)										Total other comprehensive income (loss)	1,985		3,355
TOTAL COMPREHENSIVE INCOME (LOSS)	TOTAL COMPREHENSIVE INCOME (LOSS)	$	1,691	$	94,901	$	(2,835)	$	101,798	TOTAL COMPREHENSIVE INCOME (LOSS)	$	58,134	$	(4,526)

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)

Three Months Ended June 30, 2022
Common stock outstanding Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Treasury shares Total shareholders' equity
Balance at March 31, 2022 18,119 $ 25 $ 695,323 $ 5,411 $ 1,159,594 $ (638,057) $ 1,222,296
Share-based compensation 31 — 3,659 — — — 3,659
Stock issued under employee stock purchase plan 30 — — — — 4,725 4,725
Other comprehensive (loss) — — — (2,667) — — (2,667)
Net income — — — — 4,358 — 4,358
Balance at June 30, 2022 18,180 $ 25 $ 698,982 $ 2,744 $ 1,163,952 $ (633,332) $ 1,232,371


	Three Months Ended March 31, 2023
	Common stock outstanding	Par value		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Treasury shares		Total shareholders' equity
Balance at December 31, 2022	18,128	$	25	$	709,471	$	1,257	$	1,169,968	$	(660,023)	$	1,220,698
Share-based compensation	(5)	—		5,035		—		—		—		5,035
Shares repurchased by the Company and held as treasury shares	(125)	—		—		—		—		(12,470)		(12,470)


Other comprehensive income	—	—		—		1,985		—		—		1,985

Net income	—	—		—		—		56,149		—		56,149
Balance at March 31, 2023	17,998	$	25	$	714,506	$	3,242	$	1,226,117	$	(672,493)	$	1,271,397

Six Months Ended June 30, 2022
Common stock outstanding Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Treasury shares Total shareholders' equity
Balance at December 31, 2021 18,111 $ 25 $ 692,053 $ 2,056 $ 1,167,475 $ (638,057) $ 1,223,552
Share-based compensation 39 — 6,929 — — — 6,929
Stock issued under employee stock purchase plan 30 — — — — 4,725 4,725
Other comprehensive income — — — 688 — — 688
Net (loss) — — — — (3,523) — (3,523)
Balance at June 30, 2022 18,180 $ 25 $ 698,982 $ 2,744 $ 1,163,952 $ (633,332) $ 1,232,371

Three Months Ended June 30, 2021
Common stock outstanding Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Treasury shares Total shareholders' equity
Balance at March 31, 2021 16,416 $ 23 $ 333,147 $ 1 $ 1,022,491 $ (646,008) $ 709,654
Share-based compensation 1 — 3,504 — — — 3,504
Issuance of common stock, net of forfeitures 1,553 2 335,137 — — — 335,139
Stock issued under employee stock purchase plan 16 — — — — 3,831 3,831
Other comprehensive (loss) — — — (126) — — (126)
Payroll Support Programs warrant issuance — — 105 — — — 105
Net income — — — — 95,027 — 95,027
Balance at June 30, 2021 17,986 $ 25 $ 671,893 $ (125) $ 1,117,518 $ (642,177) $ 1,147,134


	Three Months Ended March 31, 2022
	Common stock outstanding	Par value		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Treasury shares		Total shareholders' equity
Balance at December 31, 2021	18,111	$	25	$	692,053	$	2,056	$	1,167,475	$	(638,057)	$	1,223,552
Share-based compensation	8	—		3,270		—		—		—		3,270



Other comprehensive income	—	—		—		3,355		—		—		3,355

Net (loss)	—	—		—		—		(7,881)		—		(7,881)
Balance at March 31, 2022	18,119	$	25	$	695,323	$	5,411	$	1,159,594	$	(638,057)	$	1,222,296

Six Months Ended June 30, 2021
Common stock outstanding Par value Additional paid-in capital Accumulated other comprehensive income Retained earnings Treasury shares Total shareholders' equity
Balance at December 31, 2020 16,405 $ 23 $ 329,753 $ (27) $ 1,015,622 $ (646,008) $ 699,363
Share-based compensation 12 — 6,898 — — — 6,898
Issuance of common stock, net of forfeitures 1,553 2 335,137 — — — 335,139
Stock issued under employee stock purchase plan 16 — — — — 3,831 3,831
Other comprehensive (loss) — — — (98) — — (98)
Payroll Support Programs warrant issuance — — 105 — — — 105
Net income — — — — 101,896 — 101,896
Balance at June 30, 2021 17,986 $ 25 $ 671,893 $ (125) $ 1,117,518 $ (642,177) $ 1,147,134

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	(3,523)	$	101,896	Net income (loss)	$	56,149	$	(7,881)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	Adjustments to reconcile net income (loss) to net cash provided by operating activities:					Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	95,526		87,696		Depreciation and amortization	54,680		46,343
Special charges	Special charges	284		2,592		Special charges	(1,835)		142
Other adjustments	Other adjustments	13,657		18,184		Other adjustments	1,592		6,155
Changes in certain assets and liabilities:	Changes in certain assets and liabilities:					Changes in certain assets and liabilities:
Air traffic liability	Air traffic liability	143,634		129,220		Air traffic liability	100,071		145,169
Deferred Payroll Support Programs grant recognition		—		49,210

Other - net	Other - net	(21,796)		16,175		Other - net	4,743		(13,927)
Net cash provided by operating activities	Net cash provided by operating activities	227,782		404,973		Net cash provided by operating activities	215,400		176,001
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of investment securities	Purchase of investment securities	(672,318)		(673,722)		Purchase of investment securities	(251,937)		(302,161)
Proceeds from maturities of investment securities	Proceeds from maturities of investment securities	675,656		436,364		Proceeds from maturities of investment securities	288,591		311,332
Aircraft pre-delivery deposits	Aircraft pre-delivery deposits	(51,111)		(3,300)		Aircraft pre-delivery deposits	(33,516)		(46,694)
Purchase of property and equipment	Purchase of property and equipment	(205,158)		(131,184)		Purchase of property and equipment	(129,883)		(71,659)

Other investing activities	Other investing activities	645		2,443		Other investing activities	12,506		(572)
Net cash (used in) investing activities	Net cash (used in) investing activities	(252,286)		(369,399)		Net cash (used in) investing activities	(114,239)		(109,754)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Proceeds from the issuance of debt and finance lease obligations	Proceeds from the issuance of debt and finance lease obligations	195,800		106,657		Proceeds from the issuance of debt and finance lease obligations	59,516		—

Repurchase of common stock						Repurchase of common stock	(12,470)		—
Principal payments on debt and finance lease obligations	Principal payments on debt and finance lease obligations	(70,502)		(199,627)		Principal payments on debt and finance lease obligations	(51,492)		(37,335)
Debt issuance costs	Debt issuance costs	(669)		(606)		Debt issuance costs	(877)		(308)
Proceeds from issuance of common stock		—		335,137

Other financing activities	Other financing activities	(82,775)		3,936		Other financing activities	(6,554)		—
Net cash provided by financing activities		41,854		245,497
Net cash (used in) financing activities						Net cash (used in) financing activities	(11,877)		(37,643)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	17,350		281,071		NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	89,284		28,604
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	400,701		170,319		CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	245,446		400,701
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	418,051	$	451,390	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	334,730	$	429,305

CASH PAYMENTS (RECEIPTS) FOR:
CASH PAYMENTS FOR:						CASH PAYMENTS FOR:
Interest paid, net of amount capitalized	Interest paid, net of amount capitalized	$	36,828	$	26,379	Interest paid, net of amount capitalized	$	41,645	$	18,007
Income tax payments (refunds)		(46)		4,873
Income tax payments						Income tax payments	14		17
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:	SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:					SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Right-of-use (ROU) assets acquired		$	—	$	23,157

Flight equipment acquired under finance leases	Flight equipment acquired under finance leases	90,476		13,833		Flight equipment acquired under finance leases	—		68,211
Purchases of property and equipment in accrued liabilities	Purchases of property and equipment in accrued liabilities	45,887		5,088		Purchases of property and equipment in accrued liabilities	69,240		37,083

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Allegiant Travel Company (the “Company”) and its majority-owned operating subsidiaries. The Company's investments in unconsolidated affiliates, which are 50 percent or less owned, are accounted for under the equity or cost method, and are insignificant to the consolidated financial statements. All intercompany balances and transactions have been eliminated.

These unaudited consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the financial position, results of operations, and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the annual report of the Company on Form 10-K for the year ended December 31, ~~2021~~2022 and filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.

The Company has reclassified certain prior period amounts to conform to the current period presentation. ~~Unless otherwise noted, all amounts disclosed~~

Note 2 — Sunseeker Special Charges

As a result of Hurricane Ian's direct hit on the southwest coast of Florida on September 28, 2022, the construction site of Sunseeker Resort at Charlotte Harbor (the "Resort" or "Sunseeker Resort") was damaged. Additionally in the fourth quarter of 2022, there was another weather-related event and a fire that caused additional damage. Based on the Company’s assessment of these damages and the anticipated future restoration costs, an estimated loss of $52.1 million was recorded as a special charge in 2022.

During the quarter ended March 31, 2023, the Company recorded $1.8 million of insurance recoveries. The recoveries are ~~stated before consideration~~offset by $0.2 million of ~~income taxes.~~additional losses recorded during the quarter, resulting in a special charge of $(1.6) million. To date, the Company has recorded insurance recoveries of $19.9 million related to Hurricane Ian and subsequent insurance events.

Note 23 — Revenue Recognition

Passenger Revenue

Passenger revenue is the most significant category in the Company's reported operating revenues, as outlined below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2022		2021		2022		2021		(in thousands)	2023		2022
Scheduled service	Scheduled service	$	297,343	$	225,613	$	521,196	$	357,540	Scheduled service	$	311,728	$	223,854
Ancillary air-related charges	Ancillary air-related charges	283,551		213,445		513,016		334,518		Ancillary air-related charges	283,902		229,464
Loyalty redemptions	Loyalty redemptions	11,710		4,689		22,354		8,383		Loyalty redemptions	13,647		10,643
Total passenger revenue	Total passenger revenue	$	592,604	$	443,747	$	1,056,566	$	700,441	Total passenger revenue	$	609,277	$	463,961

Sales of passenger tickets not yet flown are recorded in air traffic liability. Passenger revenue is recognized when transportation is provided. As of ~~June 30, 2022,~~March 31, 2023, the air traffic liability balance was ~~$451.1~~$479.5 million, of which approximately ~~$392.5~~$425.3 million was related to forward bookings, with the remaining ~~$58.6~~$54.2 million related to credit vouchers for future travel.

The normal contract term of passenger tickets is 12 months and passenger revenue associated with future travel will principally be recognized within this time frame. Of the ~~$307.5~~$379.5 million that was recorded in the air traffic liability balance as of December 31, ~~2021,~~2022, approximately ~~69.3~~68.8 percent was recognized into passenger revenue during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

In 2020, the Company announced that credit vouchers issued for canceled travel beginning in January 2020 would have an extended expiration date of two years from the original booking date. This policy continued for vouchers issued through June 30, 2021. Effective July 1, 2021, vouchers issued have an expiration date of one year from the original booking date.

The Company periodically evaluates the estimated amount of credit vouchers expected to expire unused and any adjustment is removed from air traffic liability and included in passenger revenue in the period in which the evaluation is complete. Estimates of passenger revenue to be recognized from air traffic liability for credit voucher breakage may be subject to variability and differ from historical experience due to the change in contract duration and uncertainty regarding demand for future air travel.

Loyalty redemptions

In relation to the travel component of the Allways® Allegiant ~~World Mastercard®~~co-branded credit card contract with Bank of America, the Company has a performance obligation to provide cardholders with points to be used for future travel award redemptions. Therefore, consideration received from Bank of America related to the travel component is deferred based on its relative selling price and is recognized into passenger revenue when the points are redeemed and the ~~transportation~~underlying service is provided. Similarly, in relation to the Allways Rewards program, points earned through the program are deferred based on the stand-alone selling price and recognized into passenger revenue when the points are redeemed and the underlying service has been provided.

The following table presents the activity of the point liability for the periods indicated:


		Six Months Ended June 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2023		2022
Points balance at January 1	Points balance at January 1	$	40,490	$	21,841	Points balance at January 1	$	56,541	$	40,490
Points awarded (deferral of revenue)	Points awarded (deferral of revenue)	35,821		10,696		Points awarded (deferral of revenue)	16,739		16,957
Points redeemed (recognition of revenue)	Points redeemed (recognition of revenue)	(22,354)		(8,383)		Points redeemed (recognition of revenue)	(13,647)		(10,643)
Points balance at June 30		$	53,957	$	24,154
Points balance at March 31						Points balance at March 31	$	59,633	$	46,804

~~As of June 30, 2022 and 2021, $29.4 million and $11.7 million, respectively,~~The current portion of the ~~current points~~loyalty program liability ~~is reflected in accrued liabilities and~~ represents the ~~current~~ estimate of revenue to be recognized in the next 12 months based on historical trends, with the remaining balance reflected in ~~other~~ noncurrent liabilities expected to be recognized into revenue in periods thereafter.

Note 34 — Property and Equipment

The following table summarizes the Company's property and equipment as of the dates indicated:


(in thousands)	(in thousands)	June 30, 2022		December 31, 2021		(in thousands)	March 31, 2023		December 31, 2022
Flight equipment, including pre-delivery deposits	Flight equipment, including pre-delivery deposits	$	2,749,955	$	2,573,657	Flight equipment, including pre-delivery deposits	$	3,000,824	$	2,937,767
Computer hardware and software	Computer hardware and software	180,085		160,237		Computer hardware and software	230,034		209,808
Land and buildings/leasehold improvements	Land and buildings/leasehold improvements	59,897		59,735		Land and buildings/leasehold improvements	62,157		62,227
Other property and equipment	Other property and equipment	88,137		78,192		Other property and equipment	100,213		95,156
Sunseeker Resort	Sunseeker Resort	221,240		83,864		Sunseeker Resort	406,192		320,572
Total property and equipment	Total property and equipment	3,299,314		2,955,685		Total property and equipment	3,799,420		3,625,530
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(743,980)		(696,178)		Less accumulated depreciation and amortization	(852,479)		(814,837)
Property and equipment, net	Property and equipment, net	$	2,555,334	$	2,259,507	Property and equipment, net	$	2,946,941	$	2,810,693

Accrued capital expenditures as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 were ~~$45.9~~$69.2 million and ~~$17.7~~$54.6 million, respectively.

Note 45 — Long-Term Debt

The following table summarizes the Company's long-term debt and finance lease obligations as of the dates indicated:


(in thousands)	(in thousands)	June 30, 2022		December 31, 2021		(in thousands)	March 31, 2023		December 31, 2022
Fixed-rate debt and finance lease obligations due through 2032	Fixed-rate debt and finance lease obligations due through 2032	$	1,047,543	$	827,382	Fixed-rate debt and finance lease obligations due through 2032	$	1,719,077	$	1,720,998
Variable-rate debt due through 2029	Variable-rate debt due through 2029	913,947		915,157		Variable-rate debt due through 2029	386,743		375,980
Total debt and finance lease obligations, net of related costs	Total debt and finance lease obligations, net of related costs	1,961,490		1,742,539		Total debt and finance lease obligations, net of related costs	2,105,820		2,096,978
Less current maturities, net of related costs	Less current maturities, net of related costs	157,957		130,053		Less current maturities, net of related costs	289,669		152,900
Long-term debt and finance lease obligations, net of current maturities and related costs	Long-term debt and finance lease obligations, net of current maturities and related costs	$	1,803,533	$	1,612,486	Long-term debt and finance lease obligations, net of current maturities and related costs	$	1,816,151	$	1,944,078

Weighted average fixed-interest rate on debt	Weighted average fixed-interest rate on debt	5.7%		5.8%		Weighted average fixed-interest rate on debt	6.4%		6.5%
Weighted average variable-interest rate on debt	Weighted average variable-interest rate on debt	3.9%		2.5%		Weighted average variable-interest rate on debt	6.6%		6.1%


				Interest Rate(s) Per Annum at				March 31, 2023		December 31, 2022
(in thousands)	Maturity Dates			March 31, 2023
Senior secured notes	2024	—	2027	7.25	%	—	8.50%	$	700,000	$	700,000
Consolidated variable interest entities	2024	—	2029	2.92	%	—	4.10%	103,966		79,453
Revolving credit facilities	2024	—	2027	7.32%				62,844		30,327
Debt secured by aircraft, engines, other equipment and real estate	2023	—	2029	1.87	%	—	7.45%	438,282		466,335
Finance leases	2028	—	2032	4.44	%	—	7.00%	473,339		494,328
Construction loan agreement	2028			5.75%				350,000		350,000

Total debt								$	2,128,431	$	2,120,443
Related costs								(22,611)		(23,465)
Total debt net of related costs								$	2,105,820	$	2,096,978

Maturities of ~~long-term~~long term debt ~~and finance lease obligations for the remainder~~as of ~~2022 and~~March 31, 2023, for the next ~~four~~five years and thereafter, in the aggregate, are: ~~remaining in 2022 - $73.4 million; 2023 - $153.1 million; 2024 - $823.6 million; 2025 - $143.6 million; 2026 - $137.2 million; and $630.6 million thereafter.~~

~~Construction Loan Agreement~~

In October 2021, Sunseeker Florida, Inc. (“SFI”), a wholly-owned subsidiary of the Company, entered into a Credit Agreement pursuant to which SFI may borrow up to $350.0 million funded by one or more entities directly or indirectly managed by Castlelake, L.P. (“Lender”) to fund the remaining construction of the initial phases of Sunseeker Resort at Charlotte Harbor (the "Resort"). In 2021, the Company made a $30 million deposit into a construction disbursement account and in April 2022, the lender funded $87.5 million into the construction disbursement account for the Resort. As of June 30, 2022, $262.5 million has been advanced under this Credit Agreement.

~~Other Secured Debt~~

In April 2022, the Company borrowed $62.3 million under a loan agreement secured by Airbus A320 series aircraft. The notes bear interest at a fixed rate, payable in quarterly installments maturing in April 2027.

In April 2022, the Company borrowed $46.0 million under a loan agreement secured by Airbus A320 series aircraft. The notes bear interest at a variable rate, payable in quarterly installments maturing in April 2028.


(in thousands)	As of March 31, 2023
Remaining in 2023	$	104,631
2024	365,058
2025	161,775
2026	155,579
2027	709,921
2028	278,929
Thereafter	329,927
Total debt and finance lease obligations, net of related costs	$	2,105,820

Revolving Credit Facility

In February 2023, the Company, through a wholly owned subsidiary, entered into a credit agreement with Credit Agricole Corporate and Investment Bank, under which the Company is entitled to borrow up to $100.0 million. This revolving credit facility replaced a revolving credit facility with the same lender which was to expire in March 2023. The revolving credit facility has a maturity date of March 31, 2026 and the borrowing ability is based on the value of aircraft and engines placed into the collateral pool. The notes under the facility bear interest at a floating rate based on SOFR. As of March 31, 2023, the facility remains undrawn.

Consolidated Variable Interest Entities

In February 2023, the Company, through a wholly owned subsidiary, entered into agreements with a trust to borrow $27.0 million secured by one Airbus A320 series aircraft. The trust was funded on inception. The borrowing bears interest at a rate of 2.92 percent and is payable in monthly installments through February 2029, at which time the Company will have a purchase option at a fixed amount.

Note 56 — Income Taxes

The Company recorded an $18.3 million income tax expense at an effective tax rate of ~~25.3~~24.5 percent and ~~22.5~~a $2.7 million income tax benefit at a 25.4 percent effective tax rate for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The effective tax rate for the three months ended ~~June 30, 2022~~March 31, 2023 differed from the statutory Federal income tax rate of 21.0 percent primarily due to state income taxes and the impact of permanent tax differences. While the Company expects its effective tax rate to be fairly consistent in the near term, it will vary depending on recurring items such as the amount of income earned in each state and the state tax rate applicable to such income. Discrete items during interim periods may also affect the Company's tax rates.

The Company recorded an effective tax rate of 25.6 percent and 22.4 percent for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the six months ended June 30, 2022 differed from the statutory Federal income tax rate of 21.0 percent primarily due to state income taxes and the impact of permanent tax differences of which none are individually significant.

1314

Note 67 — Fair Value Measurements

The Company utilizes the market approach to measure the fair value of its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The assets classified as Level 2 primarily utilize quoted market prices or alternative pricing sources including transactions involving identical or comparable assets and models utilizing market observable inputs for valuation of these securities. No changes in valuation techniques or inputs occurred during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Financial instruments measured at fair value on a recurring basis:


		June 30, 2022						December 31, 2021							As of March 31, 2023						As of December 31, 2022
(in thousands)	(in thousands)	Total		Level 1		Level 2		Total		Level 1		Level 2		(in thousands)	Total		Level 1		Level 2		Total		Level 1		Level 2
Cash equivalents	Cash equivalents													Cash equivalents
Money market funds	Money market funds	$	64,859	$	64,859	$	—	$	25,019	$	25,019	$	—	Money market funds	$	105,574	$	105,574	$	—	$	88,073	$	88,073	$	—
Commercial Paper		193,710		—		193,710		179,455		—		179,455
Commercial paper														Commercial paper	70,727		—		70,727		50,791		—		50,791
Municipal debt securities	Municipal debt securities	43,267		—		43,267		63,875		—		63,875		Municipal debt securities	7,593		—		7,593		8,599		—		8,599

Total cash equivalents	Total cash equivalents	301,836		64,859		236,977		268,349		25,019		243,330		Total cash equivalents	183,894		105,574		78,320		147,463		88,073		59,390
Short-term	Short-term													Short-term
Commercial paper	Commercial paper	462,917		—		462,917		419,469		—		419,469		Commercial paper	373,285		—		373,285		421,279		—		421,279

US Treasury Bonds														US Treasury Bonds	23,457		—		23,457		—		—		—
Corporate debt securities	Corporate debt securities	195,698		—		195,698		234,436		—		234,436		Corporate debt securities	133,273		—		133,273		166,136		—		166,136
Municipal debt securities	Municipal debt securities	103,272		—		103,272		165,573		—		165,573		Municipal debt securities	12,157		—		12,157		30,426		—		30,426
Federal agency debt securities	Federal agency debt securities	51,356		—		51,356		—		—		—		Federal agency debt securities	148,421		—		148,421		107,222		—		107,222
Total short-term	Total short-term	813,243		—		813,243		819,478		—		819,478		Total short-term	690,593		—		690,593		725,063		—		725,063
Long-term	Long-term													Long-term

Federal agency debt securities														Federal agency debt securities	38,261		—		38,261		20,050		—		20,050
Corporate debt securities														Corporate debt securities	22,904		—		22,904		35,688		—		35,688

Municipal debt securities	Municipal debt securities	—		—		—		2,231		—		2,231		Municipal debt securities	7,636		—		7,636		7,580		—		7,580

Total long-term	Total long-term	—		—		—		2,231		—		2,231		Total long-term	68,801		—		68,801		63,318		—		63,318
Total financial instruments	Total financial instruments	$	1,115,079	$	64,859	$	1,050,220	$	1,090,058	$	25,019	$	1,065,039	Total financial instruments	$	943,288	$	105,574	$	837,714	$	935,844	$	88,073	$	847,771

None of the Company's debt is publicly held and as a result, the Company has determined the estimated fair value of these notes to be Level 3. Certain inputs used to determine fair value are unobservable and, therefore, could be sensitive to changes in inputs. The Company utilizes the discounted cash flow method to estimate the fair value of Level 3 debt.

Carrying value and estimated fair value of long-term debt, excluding finance leases, including current maturities and without reduction for related costs, are as follows:


		June 30, 2022				December 31, 2021						As of March 31, 2023				As of December 31, 2022
(in thousands)	(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Hierarchy Level	(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Hierarchy Level
Non-publicly held debt	Non-publicly held debt	$	1,580,302	$	1,275,697	$	1,447,462	$	1,261,170	3	Non-publicly held debt	$	1,655,092	$	1,636,067	$	1,626,114	$	1,561,939	3

Due to their short-term nature, the carrying amounts of cash, restricted cash, accounts receivable and accounts payable approximate fair value.

1415

Note 78 — Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed pursuant to the two-class method. Under this method, the Company attributes net income (loss) to two classes: common stock and unvested restricted stock. Unvested restricted stock awards granted to employees under the Company’s Long-Term Incentive Plan are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock.

Diluted net income per share is calculated using the more dilutive of the two methods. Under both methods, the exercise of employee stock options is assumed using the treasury stock method. The assumption of vesting of restricted stock, however, differs:

1.Assume vesting of restricted stock using the treasury stock method.

2.Assume unvested restricted stock awards are not vested, and allocate earnings to common shares and unvested restricted stock awards using the two-class method.

For the three months ended ~~June 30, 2022, the second method was used because it was more dilutive than the first method. For the six months ended June 30,~~March 31, 2022, basic and diluted ~~(loss)~~loss per share are the same because of the ~~(loss)~~loss position.

The following table sets forth the computation of net income (loss) per share, on a basic and diluted basis, for the periods indicated (share count and dollar amounts other than per-share amounts in the table are in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Basic:	Basic:									Basic:
Net income (loss)	Net income (loss)	$	4,358	$	95,027	$	(3,523)	$	101,896	Net income (loss)	$	56,149	$	(7,881)
Less income allocated to participating securities	Less income allocated to participating securities	(39)		(1,285)		—		(1,451)		Less income allocated to participating securities	(1,254)		—
Net income (loss) attributable to common stock	Net income (loss) attributable to common stock	$	4,319	$	93,742	$	(3,523)	$	100,445	Net income (loss) attributable to common stock	$	54,895	$	(7,881)
Earnings (loss) per share, basic	Earnings (loss) per share, basic	$	0.24	$	5.49	$	(0.20)	$	6.04	Earnings (loss) per share, basic	$	3.09	$	(0.44)
Weighted-average shares outstanding	Weighted-average shares outstanding	17,987		17,064		17,970		16,618		Weighted-average shares outstanding	17,766		17,954
Diluted:	Diluted:									Diluted:
Net income (loss)	Net income (loss)	$	4,358	$	95,027	$	(3,523)	$	101,896	Net income (loss)	$	56,149	$	(7,881)
Less income allocated to participating securities	Less income allocated to participating securities	(39)		(1,284)		—		(1,449)		Less income allocated to participating securities	(1,254)		—
Net income (loss) attributable to common stock	Net income (loss) attributable to common stock	$	4,319	$	93,743	$	(3,523)	$	100,447	Net income (loss) attributable to common stock	$	54,895	$	(7,881)
Earnings (loss) per share, diluted	Earnings (loss) per share, diluted	$	0.24	$	5.49	$	(0.20)	$	6.04	Earnings (loss) per share, diluted	$	3.09	$	(0.44)
Weighted-average shares outstanding	Weighted-average shares outstanding	17,987		17,064		17,970		16,618		Weighted-average shares outstanding	17,766		17,954
Dilutive effect of stock options and restricted stock	Dilutive effect of stock options and restricted stock	31		123		—		128		Dilutive effect of stock options and restricted stock	104		—
Adjusted weighted-average shares outstanding under treasury stock method	Adjusted weighted-average shares outstanding under treasury stock method	18,018		17,187		17,970		16,746		Adjusted weighted-average shares outstanding under treasury stock method	17,870		17,954
Participating securities excluded under two-class method	Participating securities excluded under two-class method	(12)		(114)		—		(114)		Participating securities excluded under two-class method	(101)		—
Adjusted weighted-average shares outstanding under two-class method	Adjusted weighted-average shares outstanding under two-class method	18,006		17,073		17,970		16,632		Adjusted weighted-average shares outstanding under two-class method	17,769		17,954

1516

Note 89 — Contingencies

The Company is subject to certain legal and administrative actions it considers routine to its business activities. The Company believes the ultimate outcome of any potential and pending legal or administrative matters will not have a material adverse impact on its financial position, liquidity or results of operations.

1617

Note 910 — Segments

Operating segments are components of a company for which separate financial and operating information is regularly evaluated and reported to the Chief Operating Decision Maker ("CODM"), and is used to allocate resources and analyze performance. The Company's CODM is the executive leadership team, which reviews information about the Company's 2two operating segments: Airline and Sunseeker Resort.

Airline Segment

The Airline segment operates as a single business unit and includes all scheduled service air transportation, ancillary air-related products and services, third party products and services, fixed fee contract air transportation and other airline-related revenue. The CODM evaluation includes, but is not limited to, route and flight profitability data, ancillary and third party product and service offering statistics, and fixed fee contract information when making resource allocation decisions with the goal of optimizing consolidated financial results.

Sunseeker Resort Segment

The Sunseeker Resort segment represents activity related to the development and construction of Sunseeker Resort in Southwest Florida, as well as the renovation of Aileron Golf Course (formerly known as Kingsway Golf Course). Plans for the resort include a 500-room hotel and 2two towers offering more than 180 one, two and three-bedroom suites, bar and restaurant options, and other amenities. The golf course is a short drive from the resort ~~site~~ and is considered, from a planning and strategic perspective, to be an additional resort amenity. The construction of Sunseeker Resort is an extension of the Company's leisure travel focus and it is expected that many customers flying to Southwest Florida on Allegiant will elect to stay at this resort and enjoy its amenities.

Selected information for the Company's segments and the reconciliation to the consolidated financial statement amounts are as follows:


(in thousands)	(in thousands)	Airline		Sunseeker Resort		Consolidated		(in thousands)	Airline		Sunseeker Resort		Consolidated
Three Months Ended June 30, 2022
Three Months Ended March 31, 2023								Three Months Ended March 31, 2023
Operating revenue:	Operating revenue:							Operating revenue:
Passenger	Passenger	$	592,604	$	—	$	592,604	Passenger	$	609,277	$	—	$	609,277
Third party products	Third party products	27,787		—		27,787		Third party products	26,037		—		26,037
Fixed fee contract		8,920		—		8,920
Fixed fee contracts								Fixed fee contracts	14,117		—		14,117
Other	Other	536		—		536		Other	251		5		256
Operating income (loss)	Operating income (loss)	27,882		(1,752)		26,130		Operating income (loss)	97,574		(2,749)		94,825
Interest expense, net	Interest expense, net	17,402		2,795		20,197		Interest expense, net	18,741		1,695		20,436
Depreciation and amortization	Depreciation and amortization	49,170		13		49,183		Depreciation and amortization	54,622		58		54,680
Capital expenditures	Capital expenditures	96,023		73,595		169,618		Capital expenditures	92,432		85,620		178,052
Three Months Ended June 30, 2021
Three Months Ended March 31, 2022								Three Months Ended March 31, 2022
Operating revenue:	Operating revenue:							Operating revenue:
Passenger	Passenger	$	443,747	$	—	$	443,747	Passenger	$	463,961	$	—	$	463,961
Third party products	Third party products	23,001		—		23,001		Third party products	22,480		—		22,480
Fixed fee contract		5,134		—		5,134
Fixed fee contracts								Fixed fee contracts	13,386		—		13,386
Other	Other	551		—		551		Other	281		1		282
Operating income (loss)	Operating income (loss)	141,233		(2,382)		138,851		Operating income (loss)	10,176		(2,947)		7,229
Interest expense, net	Interest expense, net	16,220		—		16,220		Interest expense, net	15,828		1,974		17,802
Depreciation and amortization	Depreciation and amortization	44,485		37		44,522		Depreciation and amortization	46,341		2		46,343
Capital expenditures	Capital expenditures	81,041		—		81,041		Capital expenditures	142,178		63,781		205,959

1718

(in thousands) Airline Sunseeker Resort Consolidated
Six Months Ended June 30, 2022
Operating revenue:
    Passenger $ 1,056,566 $ — $ 1,056,566
    Third party products 50,267 — 50,267
    Fixed fee contract 22,305 — 22,305
    Other 818 — 818
Operating income (loss) 38,059 (4,700) 33,359
Interest expense, net 33,230 4,769 37,999
Depreciation and amortization 95,509 17 95,526
Capital expenditures 238,201 137,376 375,577
Six Months Ended June 30, 2021
Operating revenue:
Passenger $ 700,441 $ — $ 700,441
Third party products 36,622 — 36,622
Fixed fee contract 12,827 — 12,827
Other 1,667 — 1,667
Operating income (loss) 166,697 (3,243) 163,454
Interest expense, net 32,545 — 32,545
Depreciation and amortization 87,621 75 87,696
Capital expenditures 138,715 — 138,715

Total assets were as follows as of the dates indicated:

(in thousands) As of June 30, 2022 As of December 31, 2021
Airline $ 4,086,293 $ 3,872,041
Sunseeker Resort 351,580 119,032
Consolidated $ 4,437,873 $ 3,991,073

~~Note 10 — Subsequent Events~~

In August 2022, the Company entered into a new revolving credit facility under which it is entitled to borrow up to a $100 million. The facility has a term of 24 months and the borrowing ability is based on the value of aircraft and engines placed into the collateral pool.


(in thousands)	As of March 31, 2023		As of December 31, 2022
Airline	$	4,130,023	$	4,047,134
Sunseeker Resort	550,398		464,163

Consolidated	$	4,680,421	$	4,511,297

Note 11 — Subsequent Events

In April, 2023, the Company received advances of $55.9 million under the $200 million credit facility used to fund pre-delivery deposits for the Company's Boeing order.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents factors that had a material effect on our results of operations during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022. Also discussed is our financial position as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. You should read this discussion in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, ~~2021.~~2022. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

~~Second~~First Quarter ~~2022~~2023 Review

~~Highlights:~~First quarter 2023 highlights include:

–Earnings per share of ~~$0.24~~$3.09

–~~In June 2022, John Redmond transitioned into the chief executive officer role replacing founder Maurice Gallagher who assumed the role~~Operating income of ~~executive Chairman.~~$94.8 million, yielding an operating margin of 14.6 percent

–Total operating revenue was ~~$629.8~~$649.7 million, up ~~28.1~~29.9 percent ~~year~~ over ~~three-year~~prior year

–~~The month~~Total fixed fee contracts revenue of ~~June was~~$14.1 million, the highest ~~revenue-generating month~~first-quarter total in company history ~~in both absolute dollars and unitized on a~~

–Total revenue per ~~flight basis~~available seat mile or TRASM of 13.89 cents, up 28.8 percent year-over-year

–Load factor of 85.8 percent, a 6.9 point improvement year-over-year

–Total average fare of $154.12, up 17.5 percent year-over-year, the highest quarterly average fare in company history

–Total average ancillary revenue per passenger, including third party products, of $75.19, up 10.7 percent as compared to first quarter 2022 driven by overall strength in core products and the Allegiant Extra rollout

–Acquired ~~42.7~~over 46 thousand new Allways ~~Allegiant World Mastercard~~rewards credit card holders during the quarter, ~~up 65 percent~~the highest quarterly acquisition in program history

–Received $28 million in remuneration from ~~2019~~the co-branded credit card during the quarter

21–Allegiant recently named to the Forbes' America's Best Midsize Employers for 2023, Newsweek's America's Greatest Workplaces for Diversity 2023, and Fortune's America's Most Innovative Companies 2023 lists

AIRCRAFT

The following table sets forth the aircraft in service and operated by us as of the dates indicated:


		June 30, 2022	December 31, 2021		March 31, 2023	December 31, 2022
A319	A319	35	35	A319	35	35
A320(1)	A320(1)	80	73	A320(1)	89	86
Total	Total	115	108	Total	124	121

(1)Does not include ~~seven~~two aircraft of which we have taken delivery as of ~~June 30, 2022,~~March 31, 2023, but were not yet in service as of that date.

As of ~~June 30, 2022,~~March 31, 2023, we are party to a forward purchase ~~agreement~~agreements for 5053 aircraft with ~~eight~~five deliveries expected in 2023, 24 in 2024 and the remainder thereafter. Two of the aircraft scheduled for delivery in 2023 ~~and~~are the ~~remainder~~initial aircraft under our Boeing contract, ~~thereafter. Additionally, we~~which are ~~party~~scheduled to ~~finance leases for five aircraft expected to deliver later~~be delivered in ~~2022.~~

fourth quarter 2023.

NETWORK

As of ~~June 30, 2022,~~March 31, 2023, we were selling ~~610~~574 routes versus ~~607~~617 as of the same date in ~~2021~~2022. As discussed below, overall capacity and ~~459~~the number of routes served have been reduced to preserve systemwide operational reliability. We expect route count to remain below 2022 levels throughout the year as we focus on our core markets during our busiest travel periods. We have identified 1,400 incremental routes as opportunities for future network growth, of ~~June 30, 2019,~~ which ~~represents a 0.5 and 32.9 percent increase, respectively.~~over 80% currently have no current non-stop service. Our total active number of origination cities and leisure destinations were 9693 and 32, respectively, as of ~~June 30, 2022.~~March 31, 2023.

Our unique model is predicated around expanding and contracting capacity to meet seasonal travel demands. ~~We maintained a broad network and selling presence during the pandemic and have grown our network over 2019 levels as air travel demand has recovered.~~

TRENDS

COVID-19

The COVID-19 pandemic significantly impacted our operating results in 2020 and 2021 and we suffered numerous cancellations due to the effect of the Omicron variant on flight crews into first quarter 2022. Although legislation has been passed to end the national emergency from the pandemic, future outbreaks of COVID-19 or other similar diseases may ~~continue to~~ impact our operations into the future. We believe that demand in the foreseeable future could ~~fluctuate~~vary in response to fluctuations in COVID-19 cases, variants

of the virus, hospitalizations, deaths, treatment efficacy, the availability of vaccines, CDC recommendations, and government restrictions.

Strong Demand Momentum

As concerns over COVID-19 have declined, we ~~saw~~have seen significant increases in load factors and average total fare per passenger beginning in March 2022, and continuing ~~through the year~~ to date.

Aircraft Fuel

The cost of fuel is volatile, as it is subject to many economic and geopolitical factors we can neither control nor predict. Significant increases in fuel costs could materially affect our operating results and profitability. We have not sought to use financial derivative products to hedge our exposure to fuel price volatility, nor do we have any plans to do so in the future.

The cost per gallon of fuel began to increase significantly in 2021 and the increases were exacerbated by the geopolitical impact of the war in Ukraine. As a result, the average fuel cost per gallon increased by ~~113.9~~11.4 percent in first quarter 2023 over first quarter 2022. Fuel prices reached a peak in the second quarter of 2022, and have declined by approximately 22 percent since that time as we have seen refinery costs decline by 15 percent year over ~~second quarter 2021 and 94.6 percent over second quarter 2019.~~year. Fuel costs remain significantly higher than prior periods. We expect high fuel costs will continue to impact our total costs and operating results.

~~Network Growth~~

D~~uring the three months ended June 30, 2022, we announced service o~~n ten new routes including three hyper seasonal routes. We will continue to manage capacity to meet demand, which we believe is a core strength of our business model. However, we have pulled back some of our growth in 2022 due to staffing challenges as mentioned below.

Boeing Agreement

In December 2021, we signed an agreement with The Boeing Company to purchase 50 newly manufactured 737MAX aircraft scheduled to be delivered in 2023 to 2025 with options to purchase an additional 50 737’s. We believe this new aircraft purchase is ~~complimentary~~complementary with our low cost strategy based on of our intent to retain ownership of the aircraft, the longer useful life for depreciation purposes, expected fuel savings and operational reliability from the use of these new aircraft.

Operations

~~Staffing challenges~~Delays for aircraft in heavy maintenance, pilot constraints, airport construction disruption and ~~employee call-outs~~air traffic control delays in certain markets continue to impact our operations and ~~costs and~~ we have further pulled back some of our ~~planned growth for 2022~~capacity in 2023 as a result. We believe these issues are not unique to Allegiant nor do we believe they are systemic. ~~Our irregular operations costs are also impacted by our policy to compensate passengers for their inconvenience in addition to the ticket price, not generally done in the airline industry.~~

We are investing incrementally in our employee hiring and retention and our operations in an attempt to improve performance and this may put pressure on unit costs in the near term. However, if these problems persist, we may suffer reputational damage and incur higher costs for irregular operations.

Union Negotiations

The collective bargaining agreement with our pilots is currently amendable and the parties have ~~begun~~jointly requested the involvement of the National Mediation Board ("NMB") to ~~discuss~~assist with the ~~terms~~negotiations. The mediation process with the NMB has begun. We are also in the process of negotiating a new ~~labor~~contract with the union representing our flight attendants. Further, we have reached a tentative agreement with the union for ~~this work group.~~ our flight dispatchers which will increase pay rates and extend the term of that collective bargaining agreement by two years.

The terms of any new collective bargaining agreement will impact our costs over the term of the contract.

Pilot Scarcity

The supply of pilots necessary for airline industry growth may be a limiting factor. The pandemic resulted in more than 3,000 early pilot retirements across U.S. mainline and cargo carriers and the pipeline for new pilots does not appear at the present time to be sufficiently robust to replace retired pilots and to allow for projected industry growth. The ability to hire and retain pilots will be critical to our and the industry’s growth.

Engagement of Schneider Electric as ESG Consultant

We ~~have entered into a three-year~~are continuing our partnership with Schneider Electric to help us develop anour Environmental, Social and Governance (ESG) ~~program including:~~

–~~Identifying and prioritizing relevant ESG topics through a materiality assessment~~

–~~Establishing~~program. During 2023, we expect to establish ESG goals and environmental goal achievement plans

–~~Developing an inaugural ESG report referencing the Global Reporting Initiative (GRI)~~ and ~~Sustainability Accounting Standards Board (SASB) frameworks~~

–~~Providing ongoing~~will continue to provide carbon emissions reporting of Scope 1, 2, and 3 greenhouse gas (GHG) ~~emissions~~

–~~Supporting the communications efforts around our ESG program~~emissions.

VivaAerobus Alliance

In December 2021, we announced plans for a fully-integrated commercial alliance agreement with VivaAerobus, designed to expand options for nonstop leisure air travel on transborder flights between ~~our markets in the~~ United States and Mexico. We and VivaAerobus have submitted a joint application to the DOT requesting approval of and antitrust immunity for the alliance. ~~The transactions are also subject~~In January 2023, the DOT declared our application substantially complete, but we have yet to ~~clearance by~~receive a final ruling from the DOT. Allegiant and VivaAerobus have received approval from the Mexican Federal Economic Competition ~~Commission.~~Commission to proceed with the alliance.

We and VivaAerobus currently expect to offer new routes under the alliance ~~beginning~~ in ~~the first quarter of~~late 2023, pending U.S. governmental approval of the ~~applications.~~applications and the return of Mexico to a Category 1 status under the FAA’s International Aviation Safety Assessment (“IASA”) program. The Category 1 status allows foreign airlines to expand their services to U.S. destinations and enter into codeshare partnerships with U.S. airlines. The FAA and Mexican Authorities currently anticipate an upgrade to Category 1 this summer pending successful completion of the final steps of the process.

Sunseeker Resort

~~We recommenced the construction~~Construction of ~~our~~ Sunseeker Resort ~~in Southwest Florida in August 2021~~Charlotte Harbor is continuing and ~~construction is ongoing with the expectation~~we expect to open the ~~Resort~~resort in ~~second quarter~~October 2023.

2523

RESULTS OF OPERATIONS

Comparison of three months ended ~~June 30, 2022~~March 31, 2023 to three months ended ~~June 30, 2021~~March 31, 2022

As comparisons of our ~~2022~~first quarter 2023 results to ~~periods during 2021~~the first quarter of 2022 reflect ~~disproportionate~~ changes due to the continued impact of the COVID-19 pandemic on air travel during ~~2021, we have also provided analysis~~the first quarter of ~~certain revenue and expense line items to 2019 results where helpful to understand trends in our performance.~~2022, year-over-year comparisons below are not necessarily indicative of expected full year-over-year results.

Operating Revenue

Passenger revenue. For the ~~second~~first quarter ~~2022,~~2023, passenger revenue increased ~~33.5~~31.3 percent compared to the same period in ~~2021 as~~2022 on relatively flat capacity year over year, with scheduled service ~~passengers were up 28.0 percent due to stronger~~available seat miles (ASMs) increasing by 1.4 percent. Stronger passenger demand drove a 24.8 percent increase in ~~general~~average base fare and ~~when compared to lower passenger demand related to COVID-19 during the second quarter 2021. In addition, stronger passenger demand resulted in~~ a ~~4.8 percent~~6.9 percentage point increase in scheduled service ~~average base fare.~~

Passenger revenue for the second quarter 2022, as compared to second quarter 2019, increased by 30.3 percent, as passengers increased by 14.0 percent on a 13.4 percent increase in capacity resulting in a 3.7 percentage point increase in load factor. ~~Average total fare per scheduled service passenger increased by 15.0 percent over the same period in 2019 as a result of a 16.5~~An 11.3 percent increase in ancillary air-related revenue per passenger, ~~and a 34.1 percent~~excluding third party products, also contributed to the increase in passenger revenue.

The increase in ancillary ~~third party revenue per passenger.~~

~~The increase in air ancillary~~air-related revenue per passenger over the same period in ~~2019~~2022 was primarily driven by ~~increased revenue from~~overall strength in core products and the ~~sale of~~ ~~bundled products as bundled products were not offered during the same period in 2019.~~Allegiant Extra rollout.

Third party products revenue. Third party products revenue for the ~~second~~first quarter ~~2022~~2023 increased ~~20.8~~15.8 percent compared to the ~~second~~first quarter ~~2021 and 52.6 percent compared to the second quarter 2019.~~2022. The increase from ~~2021~~2022 is primarily the result of ~~greater travel demand for rental cars and hotels over the same period in 2021 and increased Allways® Rewards Program revenues. Increased rental car and hotel rates combined with~~ a ~~6.2~~$2.8 million, or 23.6 percent, increase in ~~rental car days sold and 8.1 percent increase in room nights sold contributed to~~ the ~~substantial increase over 2021.~~

~~The increase from 2019 is attributable to increased rental car rates (which more than offset the impact~~marketing component of ~~fewer rental car days) and growth in our Allways® Rewards Program~~co-branded credit card revenues.

Fixed fee contract revenue. Fixed fee contract revenue for the ~~second~~first quarter ~~2022~~2023 increased ~~73.7~~5.5 percent compared to the same period in ~~2021 as a result of a 10.1 percent~~2022 on stronger than expected performance during March Madness.The increase ~~in fixed fee departures when compared to lower charter activity during the 2021 quarter impacted~~was also driven by ~~the pandemic. In addition,~~increased fuel per gallon pass throughs, ~~(which is~~which are accounted for as fixed fee contract ~~revenue) increased 113.9 percent as compared to 2021.~~

revenue. Fixed fee ~~contract revenue for the second quarter 2022, as compared to 2019, decreased by 28.6 percent as a result of a 36.9 percent decrease in fixed fee revenue departures.~~departures were relatively flat year over year.

Operating Expenses

We primarily evaluate our expense management by comparing our costs per available seat mile (ASM) across different periods, which enables us to assess trends in each expense category. The following table presents unit costs on a per ASM basis, or CASM, for the indicated ~~periods, 2019 being included as a more representative pre-pandemic second quarter comparison.~~periods. Excluding fuel on a per ASM basis provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors beyond our control.


		Three Months Ended June 30,			Percent Change					Three Months Ended March 31,				Percent Change
Unitized costs (in cents)	Unitized costs (in cents)	2022	2021	2019	YoY		Yo3Y		Unitized costs (in cents)	2023		2022			YoY
Aircraft fuel	Aircraft fuel	5.16	2.38	2.70	116.8	%	91.1	%	Aircraft fuel	4.05	¢	3.55	¢		14.1	%
Salaries and benefits	Salaries and benefits	2.80	2.65	2.55	5.7		9.8		Salaries and benefits	3.41		2.90			17.6
Station operations	Station operations	1.34	1.25	1.03	7.2		30.1		Station operations	1.32		1.42			(7.0)
Depreciation and amortization	Depreciation and amortization	0.99	0.97	0.87	2.1		13.8		Depreciation and amortization	1.17		1.00			17.0
Maintenance and repairs	Maintenance and repairs	0.62	0.49	0.47	26.5		31.9		Maintenance and repairs	0.57		0.60			(5.0)
Sales and marketing	Sales and marketing	0.55	0.38	0.46	44.7		19.6		Sales and marketing	0.58		0.48			20.8
Aircraft lease rentals	Aircraft lease rentals	0.11	0.11	—	—		NM		Aircraft lease rentals	0.15		0.13			15.4
Other	Other	0.53	0.34	0.55	55.9		(3.6)		Other	0.64		0.59			8.5
Payroll Support Programs grant recognition		—	(1.33)	—	NM		NM

Special charges	Special charges	0.00	0.02	—	NM		NM		Special charges	(0.03)		—			NM
CASM	CASM	12.10	7.26	8.63	66.7		40.2		CASM	11.86	¢	10.67	¢		11.2
Operating CASM, excluding fuel	Operating CASM, excluding fuel	6.94	4.88	5.93	42.2		17.0		Operating CASM, excluding fuel	7.81	¢	7.12	¢		9.7
Sunseeker Resort CASM	Sunseeker Resort CASM	0.04	0.05	0.05	(20.0)		(20.0)		Sunseeker Resort CASM	0.06		0.06			—
Operating CASM, excluding fuel and Sunseeker Resort activity	Operating CASM, excluding fuel and Sunseeker Resort activity	6.90	4.83	5.88	42.9		17.3		Operating CASM, excluding fuel and Sunseeker Resort activity	7.75	¢	7.06	¢		9.8

NM - Not meaningful

Aircraft fuel expense.Aircraft fuel expense increased ~~$147.8~~$25.4 million, or ~~135.1~~15.5 percent, for the ~~second~~first quarter ~~2022~~2023 compared to ~~second~~first quarter ~~2021.~~2022. This is primarily due to ~~a 113.9~~an 11.4 percent increase in average fuel cost per gallon and a ~~10.0~~3.7 percent increase in ~~fuel~~ gallons ~~consumed on an 8.6 percent increase in capacity.~~consumed.

~~When compared to the same period in 2019, aircraft fuel expense increased by 114.4 percent as average fuel cost per gallon increased 94.6 percent and fuel gallons consumed increased 10.2 percent.~~

Salaries and benefits expense. Salaries and benefits expense increased ~~$17.8~~$25.6 million, or ~~14.6~~19.1 percent, for the ~~second~~first quarter ~~2022~~2023 when compared to the same period in ~~2021.~~2022. The increase is primarily due to a ~~27.3~~17.1 percent increase in the number of full time equivalent employees from the ~~second~~first quarter ~~2021.~~2022.

When compared to the same period in 2019, salaries and benefits expense increased by $26.1 million or 23.0 percent on a 25.1 percent increase in the number of full time equivalent employees year over three-year.

Station operations expense. Station operations expense for the ~~second~~first quarter ~~2022 increased $9.7~~2023 decreased $4.2 million, or ~~17.0~~6.4 percent compared to the same period in ~~2021~~2022 due to ~~increased departures of 2.0~~an 86.5 percent ~~and increased costs associated with~~decrease in customer compensation related to irregular operations ~~and increased airport fees.~~

~~As compared to the same period in 2019, station operations expense increased~~offset by ~~$21.0 million or 45.9 percent due to~~ a ~~5.2~~2.3 percent increase in departures ~~increased costs associated with irregular operations~~ and ~~increased airport fees.~~continued inflationary pressures on landing fees, ground handling, and other stations related expense.

Depreciation and amortization expense. Depreciation and amortization expense for the ~~second~~first quarter ~~2022~~2023 increased by ~~10.5~~18.0 percent as compared to the ~~second~~first quarter ~~2021 as~~2022 driven by a 12.1 percent increase in the average number of aircraft ~~related assets~~owned and in service ~~increased 13.2 percent for~~as well as an increase in the ~~period ended June 30, 2022 as compared to June 30, 2021.~~

~~Compared to the same period in 2019, depreciation and~~ amortization ~~expense increased $10.7 million or 27.8 percent as aircraft related assets in service increased 30.6 percent for the period ended June 30, 2022 as compared to June 30, 2021.~~of major maintenance costs.

Maintenance and repairs expense. Maintenance and repairs expense for the ~~second~~first quarter ~~2022 increased $8.5~~2023 decreased $1.4 million, or ~~37.7~~5.0 percent, compared to the same period in ~~2021. Routine maintenance costs increased as the average number of aircraft in service increased 11.3 percent year over year and as a result of increased costs related to outsourced labor in~~ 2022, ~~(largely attributable to our smaller bases and outstations).~~

~~Compared to the same period in 2019, maintenance and repairs expense increased by $10.2 million or 49.1 percent~~ primarily due to a ~~33.3 percent increase~~higher volume of repairs in the ~~average number of aircraft in service and as a result of increased costs related to outsourced labor in 2022.~~prior year quarter.

Sales and marketing expense. Sales and marketing expense for the ~~second~~first quarter ~~2022~~2023 increased by ~~54.8~~20.5 percent compared to the same period in ~~2021,~~2022, primarily due to an increase in ~~net~~ credit card fees as a result of a ~~33.5~~31.3 percent increase in passenger revenue ~~year-over-year as well as reduced advertising spend in the second quarter 2021 during the pandemic.~~year-over-year.

Compared to the same period in 2019, sales and marketing expense increased by 32.9 percent primarily due to an increase in net credit card fees as a result of a 30.3 percent increase in passenger revenue compared to the same period in 2019.

Other operating expense. Other operating expense increased ~~$11.1~~$4.4 million or ~~71.9~~16.9 percent for the ~~second~~first quarter ~~2022~~2023 compared to the ~~second~~first quarter ~~2021~~2022 attributable to ~~increased service and~~ incremental increases in ~~our employee training activity.~~outsourced labor and software support associated with ongoing IT initiatives.

~~Payroll Support Programs grant~~Special charges. During first quarter 2023, we recorded $(1.6) million of special charges as recognition~~. During 2021, we received $203.9~~ of $1.8 million ~~in funds through the payroll support programs and recognized $61.2~~of insurance recoveries were offset by $0.2 million ~~as an offset to operating expense on our statement~~ of ~~income~~additional charges during the ~~second quarter of 2021. The funds were fully utilized in 2021. There were no such funds received in 2022.~~quarter.

Interest Expense and Income

Interest expense for the quarter ended ~~June 30, 2022~~March 31, 2023 increased by ~~$7.8~~$15.9 million, or ~~46.5~~80.4 percent over ~~second~~first quarter ~~2021,~~2022, due to new fixed rate debt and finance lease transactions entered into since ~~second~~first quarter ~~2021~~2022 as well as a ~~1.4 percent~~3.5 percentage point increase in the weighted average variable interest rate ~~year over year.~~year-over-year due to increases in the indexes. The increase in interest expense was partially offset by a $9.4 million increase in interest income compared to first quarter 2022, due to higher yields on investments in debt securities.

Income Tax Expense

~~Our~~We recorded an $18.3 million income tax expense at an effective tax rate ~~was 25.3~~of 24.5 percent and ~~22.5~~a $2.7 million income tax benefit at a 25.4 percent effective tax rate for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The effective tax rate for the three months ended ~~June 30, 2022~~March 31, 2023 differed from the statutory Federal income tax rate of 21.0 percent primarily due to state income taxes and the impact of permanent tax differences.

~~Comparison of six months ended June 30, 2022 to six months ended June 30, 2021~~

As comparisons of our 2022 results to periods during 2021 reflect disproportionate changes due to the continued impact of the pandemic on air travel during 2021, we have also provided analysis of certain revenue and expense line items to 2019 results where helpful to understand trends in our performance.

~~Operating Revenue~~

~~Passenger revenue~~. For the six months ended June 30, 2022, passenger revenue increased 50.8 percent compared with the same period in 2021 as scheduled service passengers were up 40.3 percent due to stronger passenger demand in general and when compared to lower passenger demand related to COVID-19 during the first six months of 2021. In addition, stronger passenger demand resulted in a 5.9 percent increase in scheduled service average base fare.

Passenger revenue for the first six months of 2022, as compared to the first six months of 2019 increased by 20.8 percent, as passengers increased by 11.2 percent on a 15.0 percent increase in capacity, resulting in a 0.3 percentage point decrease in load factor. Average total fare per scheduled service passenger increased by 9.1 percent over the same period in 2019 as a result of a 16.5 percent increase in ancillary air related revenue per passenger.

~~The increase in ancillary air related revenue per passenger over the same period in 2019 was primarily driven by increased revenue from the sale of~~ ~~bundled products as bundled products were not offered in the 2019 period~~.

~~Third party products revenue.~~ Third party products revenue for the six months ended June 30, 2022 increased 37.3 percent over the same period in 2021 and 42.2 percent when compared to 2019. The increase from 2021 is primarily the result of greater travel demand for rental cars and hotels and increased Allways® Rewards Program revenues. Increased rental car and hotel rates combined with a 17.2 percent increase in rental car days sold and a 17.2 percent increase in room nights sold contributed to the substantial increase over 2021.

~~The increase from 2019 is attributable to increased rental car rates (which more than offset the impact of fewer rental car days) and substantial growth in our Allways® Rewards Program revenues.~~

~~Fixed fee contract revenue.~~ Fixed fee contract revenue for the six months ended June 30, 2022 increased 73.9 percent compared to the same period in 2021 as a result of a 13.5 percent increase in fixed fee departures largely due to lower charter activity during the pandemic in the same period of 2021. In addition, charter rates were lower in 2021.

Fixed fee contract revenue for the six months ended June 30, 2022, as compared to 2019, decreased by 3.3 percent points as a result of a 17.4 percent decrease in fixed fee departures, partially offset by higher charter rates and higher fuel cost passthroughs.

~~Operating Expenses~~

~~The following table presents unit costs on a per ASM basis, defined as Operating CASM, for the indicated periods:~~

Six Months Ended June 30, Percent Change
Unitized costs (in cents) 2022 2021 2019 YoY Yo3Y
Aircraft fuel 4.39 2.23 2.63 96.9 % 66.9 %
Salaries and benefits 2.85 2.79 2.79 2.2 2.2
Station operations 1.38 1.17 1.02 17.9 35.3
Depreciation and amortization 0.99 1.02 0.89 (2.9) 11.2
Maintenance and repairs 0.61 0.53 0.52 15.1 17.3
Sales and marketing 0.52 0.34 0.50 52.9 4.0
Aircraft lease rentals 0.12 0.11 — 9.1 NM
Other 0.55 0.39 0.56 41.0 (1.8)
Payroll Support Programs grant recognition — (1.78) — (100.0) NM
Special charges — 0.03 — (100.0) NM
CASM 11.41 6.83 8.91 67.1 28.1
Operating CASM, excluding fuel (2)
7.02 4.60 6.28 52.6 11.8
Sunseeker Resort CASM 0.05 0.04 0.05 25.0 —
Operating CASM, excluding fuel and Sunseeker Resort activity 6.97 4.56 6.23 52.9 11.9

~~Aircraft fuel expense.~~ Aircraft fuel expense increased $229.1 million, or 119.1 percent, for the six months ended June 30, 2022 compared to the same period in 2021. This is primarily driven by a 91.3 percent increase in average fuel cost per gallon. In addition, ASMs increased by 11.6 percent contributing to a 14.6 percent increase in fuel gallons consumed.

Aircraft fuel expense increased by $201.8 million or 91.8 percent for the six months ended June 30, 2022 compared to the same period in 2019. This is primarily driven by an increase in average fuel cost per gallon of 71.1 percent in addition to a 15.0 percent increase in ASMs resulting in a 12.4 percent increase in fuel gallons consumed.

~~Salaries and benefits expense.~~ Salaries and benefits expense increased $33.8 million, or 14.1 percent, for the six months ended June 30, 2022 compared to the same period in 2021. The increase is primarily due to a 27.3 percent increase in the number of full time equivalent employees from the same period in 2021, offset by the employee retention tax credit recognized in the first quarter of 2022.

Salaries and benefits expense for the six months ended June 30, 2022 increased by $40.7 million or 17.5 percent as compared to the same period in 2019. The increase is primarily due to a 25.1 percent increase in the number of full time equivalent employees from same period in 2019 offset by the employee retention tax credit recognized in the first quarter of 2022.

~~Station operations expense.~~ Station operations expense for the six months ended June 30, 2022 increased $32.3 million or 32.3 percent due to a 6.0 percent increase in departures, increased costs associated with irregular operations, and increased airport and landing fees.

As compared to the six month period ended June 30, 2019, station operations expense increased by $47.8 million or 56.4 percent due to an 8.8 percent increase in departures, increased costs associated with irregular operations and increased airport fees.

Irregular operations costs in 2022 were significantly attributable to COVID absences due to the Omicron variant in January and February. These absences resulted in numerous flight cancellations. Higher than usual cancellations continued into the second quarter as a result of staffing challenges and other factors. The amount of irregular operations costs is significantly impacted by our decision to compensate impacted passengers for their inconvenience in addition to the ticket price.

~~Depreciation and amortization expense~~. Depreciation and amortization expense for the six months ended June 30, 2022 increased $7.8 million or 8.9 percent as compared to the same period in 2021 due to a 13.0 percent increase in the average depreciable aircraft related assets in service.

When compared to the six months ended June 30, 2019, depreciation and amortization expense increased 27.9 percent as the average depreciable aircraft related assets in service during the period increased 32.2 percent.

~~Maintenance and repairs expense~~. Maintenance and repairs expense for the six months ended June 30, 2022 increased by $13.0 million or 28.2 percent compared to the same period in 2021. Routine maintenance costs increased as the average number of aircraft in service increased 12.0 percent year-over-year and as a result of increased costs related to outsourced labor in 2022.

As compared to the six months ended June 30, 2019, maintenance and repairs expense increased by $15.2 million or 34.9 percent as the number of aircraft in service increased by 35.4 percent and increased costs related to outsourced labor in 2022 (largely attributable to our smaller bases and outstations).

~~Sales and marketing expense.~~ Sales and marketing expense for the six months ended June 30, 2022 increased 69.8 percent compared to the same period in 2021, due to an increase in net credit card fees as a result of a 50.8 percent increase in passenger revenue year-over-year as well as reduced advertising spend in the first six months of 2021 during the pandemic.

Compared to the six months ended June 30, 2019, sales and marketing expense increased 19.7 percent due to an increase in net credit card fees as a result of a 20.8 percent increase in passenger revenue.

~~Other expense.~~ Other expense for the six months ended June 30, 2022 increased by $19.6 million or 58.8 percent year over year, due to increased service, incremental increases in our employee training activity and offset by decreased activity in our non-airline subsidiaries due to the sale of Teesnap in the second quarter of 2021.

~~Payroll Support Programs grant recognition.~~ During 2021, we received $203.9 million in funds through the payroll support programs and recognized $153.0 million as an offset to operating expense on our income statement for the six month period ending June 30, 2021. The funds were fully utilized in 2021. There were no such funds received in 2022.

~~Income Tax Expense~~

We recorded a $1.2 million income tax benefit (25.6 percent effective tax rate) compared to a $29.3 million tax expense (22.4 percent effective tax rate) for the six months ended June 30, 2022 and 2021, respectively. The 25.6 percent effective tax rate for the six months ended June 30, 2022 differed from the statutory federal income tax rate of 21.0 percent primarily due to state income taxes and the impact of permanent tax differences. The 22.4 percent effective tax rate for the six months ended June 30, 2021 differed from the statutory federal income tax rate of 21.0 percent primarily due to the state income taxes and the impact of ASU 2016-09 related to share-based payments.

3125

Comparative ~~Consolidated~~Airline-Only Operating Statistics

The following tables set forth our airline operating statistics for the periods indicated:


		Three Months Ended June 30,						Percent Change (1)					Three Months Ended March 31,						Percent Change (1)
		2022		2021		2019		YoY		Yo3Y			2023			2022				YoY
Operating statistics (unaudited):
Airline operating statistics (unaudited):												Airline operating statistics (unaudited):
Total system statistics:	Total system statistics:											Total system statistics:
Passengers	Passengers	4,740,399		3,699,217		4,169,536		28.1	%	13.7	%	Passengers	4,148,453			3,734,262				11.1	%
Available seat miles (ASMs) (thousands)	Available seat miles (ASMs) (thousands)	4,990,086		4,594,542		4,447,066		8.6		12.2		Available seat miles (ASMs) (thousands)	4,677,622			4,620,144				1.2
Airline operating expense per ASM (CASM) (cents)												Airline operating expense per ASM (CASM) (cents)	11.80		¢	10.61		¢		11.2

Operating expense per ASM (CASM) (cents)		12.10		7.26		8.63		66.7		40.2
Fuel expense per ASM (cents)	Fuel expense per ASM (cents)	5.16		2.38		2.70		116.8		91.1		Fuel expense per ASM (cents)	4.05		¢	3.55		¢		14.1
Airline operating CASM, excluding fuel (cents)												Airline operating CASM, excluding fuel (cents)	7.75		¢	7.06		¢		9.8

Operating CASM, excluding fuel (cents)		6.94		4.88		5.93		42.2		17.0
ASMs per gallon of fuel		83.7		84.8		82.3		(1.3)		1.7

Departures	Departures	32,138		31,507		30,547		2.0		5.2		Departures	29,145			28,494				2.3
Block hours	Block hours	75,472		69,809		68,332		8.1		10.4		Block hours	71,790			69,655				3.1
Average stage length (miles)	Average stage length (miles)	881		838		853		5.1		3.3		Average stage length (miles)	908			920				(1.3)
Average number of operating aircraft during period	Average number of operating aircraft during period	113.3		101.8		85.0		11.3		33.3		Average number of operating aircraft during period	122.7			109.5				12.1
Average block hours per aircraft per day	Average block hours per aircraft per day	7.3		7.5		8.8		(2.7)		(17.0)		Average block hours per aircraft per day	6.5			7.1				(8.5)
Full-time equivalent employees at end of period	Full-time equivalent employees at end of period	5,226		4,104		4,179		27.3		25.1		Full-time equivalent employees at end of period	5,318			4,692				13.3
Fuel gallons consumed (thousands)	Fuel gallons consumed (thousands)	59,588		54,188		54,064		10.0		10.2		Fuel gallons consumed (thousands)	55,434			53,438				3.7
ASMs per gallon of fuel												ASMs per gallon of fuel	84.4			86.5				(2.4)
Average fuel cost per gallon	Average fuel cost per gallon	$	4.32	$	2.02	$	2.22	113.9		94.6		Average fuel cost per gallon	$	3.42		$	3.07			11.4


Scheduled service statistics:	Scheduled service statistics:												Scheduled service statistics:
Passengers	Passengers	4,711,001			3,680,254			4,131,855			28.0	14.0	Passengers	4,122,196			3,709,104			11.1
Revenue passenger miles (RPMs) (thousands)	Revenue passenger miles (RPMs) (thousands)	4,267,828			3,188,215			3,603,076			33.9	18.4	Revenue passenger miles (RPMs) (thousands)	3,925,362			3,558,045			10.3
Available seat miles (ASMs) (thousands)	Available seat miles (ASMs) (thousands)	4,888,539			4,505,786			4,311,182			8.5	13.4	Available seat miles (ASMs) (thousands)	4,573,766			4,512,315			1.4
Load factor	Load factor	87.3		%	70.8		%	83.6		%	16.5	3.7	Load factor	85.8		%	78.9		%	6.9
Departures	Departures	31,402			30,763			29,567			2.1	6.2	Departures	28,273			27,637			2.3
Block hours	Block hours	73,857			68,334			66,135			8.1	11.7	Block hours	70,009			67,829			3.2
Average seats per departure	Average seats per departure	175.6			173.6			170.9			1.2	2.8	Average seats per departure	176.0			175.6			0.2
Yield (cents) (2)	Yield (cents) (2)	7.24			7.22			6.70			0.3	8.1	Yield (cents) (2)	8.29		¢	6.59		¢	25.8
Total passenger revenue per ASM (TRASM) (cents)(3)	Total passenger revenue per ASM (TRASM) (cents)(3)	12.69			10.36			10.97			22.5	15.7	Total passenger revenue per ASM (TRASM) (cents)(3)	13.89		¢	10.78		¢	28.8
Average fare - scheduled service(4)	Average fare - scheduled service(4)	$	65.60		$	62.58		$	58.39		4.8	12.3	Average fare - scheduled service(4)	$	78.93		$	63.22		24.8
Average fare - air-related charges(4)	Average fare - air-related charges(4)	$	60.19		$	58.00		$	51.68		3.8	16.5	Average fare - air-related charges(4)	$	68.87		$	61.87		11.3
Average fare - third party products	Average fare - third party products	$	5.90		$	6.25		$	4.40		(5.6)	34.1	Average fare - third party products	$	6.32		$	6.06		4.3
Average fare - total	Average fare - total	$	131.69		$	126.82		$	114.47		3.8	15.0	Average fare - total	$	154.12		$	131.15		17.5
Average stage length (miles)	Average stage length (miles)	883			842			853			4.9	3.5	Average stage length (miles)	915			926			(1.2)
Fuel gallons consumed (thousands)	Fuel gallons consumed (thousands)	58,332			53,022			52,327			10.0	11.5	Fuel gallons consumed (thousands)	54,145			52,110			3.9
Average fuel cost per gallon	Average fuel cost per gallon	$	4.33		$	2.01		$	2.22		115.4	95.0	Average fuel cost per gallon	$	3.42		$	3.01		13.6
Rental car days sold	Rental car days sold	430,004			404,760			540,960			6.2	(20.5)	Rental car days sold	354,426			367,094			(3.5)
Hotel room nights sold	Hotel room nights sold	78,590			72,701			114,191			8.1	(31.2)	Hotel room nights sold	68,939			72,539			(5.0)
Percent of sales through website during period	Percent of sales through website during period	96.3		%	94.3		%	93.5		%	2.0	2.8	Percent of sales through website during period	95.6		%	96.0		%	(0.4)

(1)Except load factor and percent of sales through website during period, which are presented as a percentage point change.

(2)Defined as scheduled service revenue divided by revenue passenger miles.

(3)Various components of this measure do not have a direct correlation to ASMs. This measure is provided on a per ASM basis so as to facilitate comparison with airlines reporting revenues on a per ASM basis.

(4)Reflects division of passenger revenue between scheduled service (base fare) and air-related charges in our booking path.

~~Comparative Consolidated Operating Statistics~~

~~The following tables set forth our operating statistics for the periods indicated:~~

Six Months Ended June 30,
Percent Change (1)
2022 2021 2019 YoY Yo3Y
Operating statistics (unaudited):
Total system statistics:
Passengers 8,474,661 6,033,720 7,619,814 40.5 % 11.2 %
Available seat miles (ASMs) (thousands) 9,610,230 8,608,531 8,357,304 11.6 15.0
Operating expense per ASM (CASM) (cents) 11.41 6.83 8.90 67.1 28.2
Fuel expense per ASM (cents) 4.39 2.23 2.63 96.9 66.9
Operating CASM, excluding fuel (cents) 7.03 4.60 6.27 52.8 12.1
ASMs per gallon of fuel 85.0 87.3 83.1 (2.6) 2.3
Departures 60,632 57,191 55,747 6.0 8.8
Block hours 145,127 130,183 128,151 11.5 13.2
Average stage length (miles) 899 865 876 3.9 2.6
Average number of operating aircraft during period 111.4 99.5 82.3 12.0 35.4
Average block hours per aircraft per day 7.2 7.2 8.6 — (16.3)
Full-time equivalent employees at end of period 5,226 4,104 4,179 27.3 25.1
Fuel gallons consumed (thousands) 113,026 98,614 100,537 14.6 12.4
Average fuel cost per gallon $ 3.73 $ 1.95 $ 2.18 91.3 71.1

Scheduled service statistics:
Passengers 8,420,105 6,003,556 7,553,393 40.3 11.5
Revenue passenger miles (RPMs) (thousands) 7,825,873 5,354,632 6,794,122 46.2 15.2
Available seat miles (ASMs) (thousands) 9,400,853 8,426,876 8,113,315 11.6 15.9
Load factor 83.2 % 63.5 % 83.7 % 19.7 (0.5)
Departures 59,039 55,710 53,911 6.0 9.5
Block hours 141,686 127,185 124,098 11.4 14.2
Average seats per departure 175.6 173.6 171.2 1.2 2.6
Yield (cents) (2)
6.95 6.83 7.06 1.8 (1.6)
Total passenger revenue per ASM (TRASM) (cents)(3)
11.77 8.75 11.22 34.5 4.9
Average fare - scheduled service(4)
$ 64.55 $ 60.95 $ 63.49 5.9 1.7
Average fare - air-related charges(4)
$ 60.93 $ 55.72 $ 52.32 9.4 16.5
Average fare - third party products $ 5.97 $ 6.10 $ 4.68 (2.1) 27.6
Average fare - total $ 131.45 $ 122.77 $ 120.49 7.1 9.1
Average stage length (miles) 903 869 878 3.9 2.8
Fuel gallons consumed (thousands) 110,442 96,329 97,395 14.7 13.4
Average fuel cost per gallon $ 3.67 $ 1.92 $ 2.18 91.1 68.3
Rental car days sold 797,098 680,344 1,012,558 17.2 (21.3)
Hotel room nights sold 151,129 128,909 219,206 17.2 (31.1)
Percent of sales through website during period 96.2 % 93.8 % 93.5 % 2.4 2.7

~~(1) Except load factor and percent of sales through website during period, which are presented as a percentage point change.~~

~~(2) Defined as scheduled service revenue divided by revenue passenger miles.~~

(3) Various components of this measure do not have a direct correlation to ASMs. This measure is provided on a per ASM basis so as to facilitate comparison with airlines reporting revenues on a per ASM basis.

~~(4) Reflects division of passenger revenue between scheduled service (base fare) and air-related charges in our booking path.~~

3326

LIQUIDITY AND CAPITAL RESOURCES

Current liquidity

Cash, cash equivalents and investment securities (short-term and long-term) increased to ~~$1.21~~$1.08 billion at ~~June 30, 2022,~~March 31, 2023, from ~~$1.19~~$1.02 billion at December 31, ~~2021.~~2022. Investment securities represent highly liquid marketable securities which are available-for-sale.

Restricted cash represents escrowed funds under fixed fee contracts, escrowed airport project funds and cash collateral against letters of credit required by hotel properties for guaranteed room availability, airports and certain other parties. Under our fixed fee flying contracts, we require our customers to prepay for flights to be provided by us. The prepayments are escrowed until the flight is completed and are recorded as restricted cash with a corresponding amount reflected as air traffic liability.

We suspended share repurchases and our quarterly cash dividend in 2020 as part of cash conservation efforts in response to the effects of COVID-19 on our business. In connection with our receipt of financial support under the payroll support program, we agreed not to repurchase shares or pay cash dividends through September 30, 2022.

We believe we have more than adequate liquidity resources through our cash balances, operating cash flows, availability under revolving credit facilities, and borrowings to meet our future contractual obligations. We will continue to consider raising funds through debt financing on an opportunistic basis.

Debt

Our debt and finance lease obligations balance, without reduction for related issuance costs, increased slightly from ~~$1.77~~$2.12 billion as of December 31, ~~2021~~2022 to ~~$1.98~~$2.13 billion as of ~~June 30,~~March 31, 2023. Net debt (total debt less unrestricted cash, cash equivalents, and investments) as of March 31, 2023 was $1.03 billion, a decrease of $49.8 million from December 31, 2022. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we exercised a $15.2 million purchase option on one Airbus A320 finance leased aircraft and subsequently refinanced the same aircraft for $27.0 million. We also entered into ~~debt and finance leases for $286.3~~a revolving credit facility to borrow up to $100 million ~~and~~which remains undrawn. During this period, we made principal payments on debt of ~~$70.5~~$51.5 million.

As of March 31, 2023, approximately 82 percent of our debt and finance lease obligations are fixed-rate.

Sources and Uses of Cash

Operating Activities. Operating cash inflows are primarily derived from providing air transportation and related ancillary products and services to customers. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, our operating activities provided ~~$227.8~~$215.4 million of cash compared to ~~$405.0~~$176.0 million during the same period ~~2021.~~2022. This change is mostly attributable to a ~~$105.4~~$64.0 million ~~decrease~~increase in net income offset by changes in current assets and ~~due to payroll support funds having been received in 2021, but not in 2022.~~liability accounts.

Investing Activities. Cash used for investing activities was ~~$252.3~~$114.2 million during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to ~~$369.4~~$109.8 million used for investing activities during the same period in ~~2021.~~2022. The change is due to a ~~$239.3~~$58.2 million ~~increase in proceeds from maturities of investment securities in the first six months of 2022 offset by a $121.8~~ increase in purchases of property and equipment, ~~including $51.1~~offset by a decrease of $13.2 million ~~related to~~in aircraft pre-delivery deposits ~~during~~and a $27.5 million increase in proceeds from maturities, net of purchases, of investment securities compared to the ~~six~~three months ended ~~June 30,~~March 31, 2022.

Financing Activities. Cash ~~provided by~~used for financing activities for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was ~~$41.9~~$11.9 million, compared to ~~$245.5~~$37.6 million for the same period in ~~2021.~~2022. The change ~~resulted from $335.1~~was the result of $59.5 million ofin proceeds from debt and finance lease obligations in the ~~issuance~~three months ended March 31, 2023, compared to none in the prior year quarter, which was offset by $12.5 million used for repurchases of common stock in the ~~first six~~three months ~~of 2021 offset~~ended March 31, 2023, compared to none in the prior year quarter and by ~~$129.1~~a $14.2 million ~~of higher~~increase in principal payments ~~in the 2021 period compared to the same period in 2022. The increased activity in other financing activities is a direct offset to the increase in proceeds from the issuance~~ of debt ~~obligations relating to funds advanced to the construction disbursement account for Sunseeker Resort.~~and finance lease obligations.

3427

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this quarterly report on Form 10-Q, and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are based on our management’s beliefs and assumptions, and on information currently available to our management. Forward-looking statements include our statements regarding the number of contracted aircraft to be placed in service in the future, the timing of aircraft deliveries and retirements, the implementation of a joint alliance with VivaAerobus, the ~~development of~~opening date for our Sunseeker Resort, as well as other information concerning future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. 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," "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 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 a result of accepting government grants under the government 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 impact of government regulations on the airline industry, the ability to finance aircraft to be acquired, the ability to obtain necessary ~~U.S. and Mexican~~ government approvals to implement the announced alliance with VivaAerobus and to otherwise prepare to offer international service, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the impact of management changes and 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~~cost, cyclical and seasonal fluctuations in our operating ~~results.~~results and the perceived acceptability of our environmental, social, and governance efforts.

Any forward-looking statements are based on information available to us today and we undertake no obligation to publicly update any forward-looking statements, whether as a result of future events, new information or otherwise.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting estimates during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. For information regarding our critical accounting policies and estimates, see disclosures in the Consolidated Financial Statements and accompanying notes contained in our ~~2021~~2022 Form 10-K, and in Note 1 of Notes to Consolidated Financial Statements (unaudited).

3528

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to certain market risks, including commodity prices (specifically aircraft fuel). The adverse effects of changes in these markets could pose potential losses as discussed below. The sensitivity analysis provided does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel

Our results of operations can be significantly impacted by changes in the price and availability of aircraft fuel. Aircraft fuel expense for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 represented ~~38.4~~34.2 percent of our total operating expenses. Increases in fuel prices, or a shortage of supply, could have a material impact on our operations and operating results. Based on our fuel consumption for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, a hypothetical ten percent increase in the average price per gallon of fuel would have increased fuel expense by approximately ~~$42.0~~$18.9 million. We have not hedged fuel price risk for many years.

Interest Rates

As of ~~June 30, 2022,~~March 31, 2023, we had ~~$0.99 billion~~$391.6 million of variable-rate debt, including current maturities and without reduction for ~~$10.2~~$4.9 million in related costs. A hypothetical 100 basis point change in interest rates would have affected interest expense on variable rate debt by approximately ~~$4.8~~$0.9 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Item 4. Controls and Procedures

As of ~~June 30, 2022,~~March 31, 2023, under the supervision and with the participation of our management, including our chief executive officer ("CEO") and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ending ~~June 30, 2022,~~March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3729

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to certain legal and administrative actions we consider routine to our business activities. We believe the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on our financial position, liquidity or results of operations.

Item 1A. Risk Factors

We have evaluated our risk factors and determined there are no changes to those set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and filed with the Commission on ~~March 1, 2022.~~February 27, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our Repurchases of Equity Securities

~~(a) On June 22, 2022, we granted shares~~The following table reflects the repurchases of ~~restricted stock under the Company’s 2022 Long-term Incentive Plan to each of~~ our six non-employee directors, totaling 6,000 shares of restricted stock. These shares of restricted stock represent the equity portion of each director’s annual compensation for serving on our board and vest on June 22, 2023. In addition, on August 1, 2022, we issued 17,876 shares of restricted stock to Scott Sheldon, our president and chief operating Officer, and 16,812 shares of restricted stock to Gregory Anderson, our president and chief financial officer, under their respective employment agreements. These shares of restricted stock represent the base equity grant for the period under their employment agreements and vest over three years. All of these shares were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the issuance did not involve a public offering.

~~(b) Not applicable~~

~~(c) We did not repurchase any~~ common stock during the ~~second~~first quarter ~~2022.~~2023:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of our Publicly Announced Plan	Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs (in thousands) (2)
January	7,028	$	86.02	None
February	84,010	$	98.94	83,973
March	34,431	$	103.29	33,681
Total	125,469	$	99.41	117,654	$	88,196

(1)Includes shares repurchased from employees who vested a portion of their restricted stock grants. These share repurchases were made at the election of each employee pursuant to an offer to repurchase by us. In each case, the shares repurchased constituted a portion of vested shares necessary to satisfy income tax withholding requirements.

(2)Represents the remaining dollar amount of open market purchases of our common stock which has been authorized by our board under a share repurchase program.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

3830

Item 6. Exhibits


3.1			Articles of Incorporation of Allegiant Travel Company. (Incorporated by reference to Exhibit 3.1 to Registration Statement No. 333-134145 filed with the Commission on July 6, 2006).
3.2			Bylaws of Allegiant Travel Company as amended on October 18, 2021. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on July 28, ~~2022.~~2022 ).
10.1			~~Employment~~Separation Agreement ~~dated as~~and Mutual Release of ~~April 27, 2022~~All Claims between the Company and ~~John Redmond~~
~~10.2~~			~~Restricted Stock Agreement~~Scott Sheldon dated ~~June 1, 2022 between the Company and John Redmond.~~
~~10.3~~			~~Stock Option Agreement dated June 1, 2022 between the Company and John Redmond.~~January 27, 2023.
31.1			Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Executive Officer
31.2			Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Financial Officer
32			Section 1350 Certifications
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Labels Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

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 thereunto duly authorized.


		ALLEGIANT TRAVEL COMPANY


Date:	~~August 4, 2022~~May 8, 2023	By:	/s/ ~~Gregory Anderson~~Robert J. Neal
		~~Gregory Anderson,~~Robert J. Neal, as duly authorized officer of the Company ~~(President~~(Senior Vice President and Chief Financial Officer) and as Principal Financial Officer

4032


	Six Months Ended June 30, 2022
	Common stock outstanding	Par value		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Treasury shares		Total shareholders' equity
Balance at December 31, 2021	18,111	$	25	$	692,053	$	2,056	$	1,167,475	$	(638,057)	$	1,223,552
Share-based compensation	39	—		6,929		—		—		—		6,929

Stock issued under employee stock purchase plan	30	—		—		—		—		4,725		4,725
Other comprehensive income	—	—		—		688		—		—		688

Net (loss)	—	—		—		—		(3,523)		—		(3,523)
Balance at June 30, 2022	18,180	$	25	$	698,982	$	2,744	$	1,163,952	$	(633,332)	$	1,232,371


	Six Months Ended June 30, 2021
	Common stock outstanding	Par value		Additional paid-in capital		Accumulated other comprehensive income		Retained earnings		Treasury shares		Total shareholders' equity
Balance at December 31, 2020	16,405	$	23	$	329,753	$	(27)	$	1,015,622	$	(646,008)	$	699,363
Share-based compensation	12	—		6,898		—		—		—		6,898
Issuance of common stock, net of forfeitures	1,553	2		335,137		—		—		—		335,139
Stock issued under employee stock purchase plan	16	—		—		—		—		3,831		3,831

Other comprehensive (loss)	—	—		—		(98)		—		—		(98)
Payroll Support Programs warrant issuance	—	—		105		—		—		—		105
Net income	—	—		—		—		101,896		—		101,896
Balance at June 30, 2021	17,986	$	25	$	671,893	$	(125)	$	1,117,518	$	(642,177)	$	1,147,134


(in thousands)	As of June 30, 2022		As of December 31, 2021
Airline	$	4,086,293	$	3,872,041
Sunseeker Resort	351,580		119,032

Consolidated	$	4,437,873	$	3,991,073


Scheduled service statistics:
Passengers	8,420,105			6,003,556			7,553,393			40.3	11.5
Revenue passenger miles (RPMs) (thousands)	7,825,873			5,354,632			6,794,122			46.2	15.2
Available seat miles (ASMs) (thousands)	9,400,853			8,426,876			8,113,315			11.6	15.9
Load factor	83.2		%	63.5		%	83.7		%	19.7	(0.5)
Departures	59,039			55,710			53,911			6.0	9.5
Block hours	141,686			127,185			124,098			11.4	14.2
Average seats per departure	175.6			173.6			171.2			1.2	2.6
Yield (cents) (2)	6.95			6.83			7.06			1.8	(1.6)
Total passenger revenue per ASM (TRASM) (cents)(3)	11.77			8.75			11.22			34.5	4.9
Average fare - scheduled service(4)	$	64.55		$	60.95		$	63.49		5.9	1.7
Average fare - air-related charges(4)	$	60.93		$	55.72		$	52.32		9.4	16.5
Average fare - third party products	$	5.97		$	6.10		$	4.68		(2.1)	27.6
Average fare - total	$	131.45		$	122.77		$	120.49		7.1	9.1
Average stage length (miles)	903			869			878			3.9	2.8
Fuel gallons consumed (thousands)	110,442			96,329			97,395			14.7	13.4
Average fuel cost per gallon	$	3.67		$	1.92		$	2.18		91.1	68.3
Rental car days sold	797,098			680,344			1,012,558			17.2	(21.3)
Hotel room nights sold	151,129			128,909			219,206			17.2	(31.1)
Percent of sales through website during period	96.2		%	93.8		%	93.5		%	2.4	2.7