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Allegiant Travel CO - Quarter Report: 2019 June (Form 10-Q)



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, 2019
 
 
 
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
algtheaderq417a07.jpg
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 $.001
 
ALGT
 
NASDAQ Stock 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 15, 2019, the registrant had 16,306,083 shares of common stock, $.001 par value per share, outstanding.




Allegiant Travel Company
Form 10-Q
Table of Contents

PART I.
FINANCIAL INFORMATION
 
 
 
 
ITEM 1.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.
 
 
 
 

2



PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands)

 
June 30, 2019
 
December 31, 2018
 
(unaudited)
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
453,852

 
$
81,520

Restricted cash
14,318

 
14,391

Short-term investments
216,746

 
314,464

Accounts receivable
36,100

 
36,014

Expendable parts, supplies and fuel, net
25,131

 
19,516

Prepaid expenses and other current assets
34,100

 
29,343

TOTAL CURRENT ASSETS
780,247

 
495,248

Property and equipment, net
2,019,774

 
1,847,268

Long-term investments
24,704

 
51,526

Deferred major maintenance, net
89,868

 
67,873

Operating lease right-of-use assets, net
22,233

 

Deposits and other assets
45,374

 
36,753

TOTAL ASSETS:
$
2,982,200

 
$
2,498,668

CURRENT LIABILITIES
 
 
 
Accounts payable
$
32,097

 
$
27,452

Accrued liabilities
147,483

 
122,027

Air traffic liability
267,050

 
212,230

Current maturities of long-term debt and finance lease obligations, net of related costs
160,523

 
152,287

TOTAL CURRENT LIABILITIES
607,153

 
513,996

Long-term debt and finance lease obligations, net of current maturities and related costs
1,338,734

 
1,119,446

Deferred income taxes
199,689

 
164,027

Other noncurrent liabilities
32,115

 
10,878

TOTAL LIABILITIES:
2,177,691

 
1,808,347

SHAREHOLDERS' EQUITY
 
 
 
Common stock, par value $.001
23

 
23

Treasury shares
(605,115
)
 
(605,037
)
Additional paid in capital
280,783

 
270,935

Accumulated other comprehensive loss, net
(4
)
 
(661
)
Retained earnings
1,128,822

 
1,025,061

TOTAL EQUITY:
804,509

 
690,321

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:
$
2,982,200

 
$
2,498,668

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

3



ALLEGIANT TRAVEL COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
 (unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
OPERATING REVENUES:
 
 
 
 
 
 
 
Passenger
$
454,779

 
$
405,572

 
$
874,755

 
$
802,343

Third party products
18,208


17,799

 
35,350

 
28,124

Fixed fee contracts
12,487

 
7,653

 
23,061

 
18,209

Other
6,285

 
5,756

 
10,215

 
13,548

   Total operating revenues
491,759

 
436,780

 
943,381

 
862,224

OPERATING EXPENSES:
 
 
 
 
 
 
 
Salary and benefits
113,592

 
101,645

 
233,003

 
214,608

Aircraft fuel
119,987

 
122,454

 
219,670

 
228,481

Station operations
45,870

 
41,553

 
84,835

 
79,137

Maintenance and repairs
20,877

 
24,611

 
43,701

 
43,881

Depreciation and amortization
38,494

 
29,833

 
74,676

 
57,983

Sales and marketing
20,540

 
18,348

 
41,466

 
37,426

Aircraft lease rental

 
75

 

 
96

Other
24,294

 
24,039

 
46,849

 
46,422

   Total operating expenses
383,654

 
362,558

 
744,200

 
708,034

OPERATING INCOME
108,105

 
74,222

 
199,181

 
154,190

OTHER (INCOME) EXPENSES:
 
 
 
 
 
 
 
Interest expense
20,942

 
13,251

 
39,025

 
26,158

Capitalized interest
(1,038
)
 
(95
)
 
(2,541
)
 
(278
)
Interest income
(3,502
)
 
(1,927
)
 
(6,703
)
 
(3,834
)
Loss on debt extinguishment

 

 
3,677

 

Other, net
(86
)
 
(50
)
 
15

 
(290
)
   Total other expenses
16,316

 
11,179

 
33,473

 
21,756

INCOME BEFORE INCOME TAXES
91,789

 
63,043

 
165,708

 
132,434

PROVISION FOR INCOME TAXES
21,246

 
13,027

 
38,041

 
27,225

NET INCOME
$
70,543

 
$
50,016

 
$
127,667

 
$
105,209

Earnings per share to common shareholders:
 
 
 
 
 
 
 
Basic
$
4.33

 
$
3.10

 
$
7.85

 
$
6.53

Diluted
$
4.33

 
$
3.10

 
$
7.84

 
$
6.52

Shares used for computation:
 
 
 
 
 
 
 
Basic
16,063

 
15,939

 
16,037

 
15,898

Diluted
16,069

 
15,945

 
16,050

 
15,914

 
 
 
 
 
 
 
 
Cash dividends declared per share:
$
0.70

 
$
0.70

 
$
1.40

 
$
1.40


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

4



ALLEGIANT TRAVEL COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
NET INCOME
$
70,543

 
$
50,016

 
$
127,667

 
$
105,209

Other comprehensive income:
 

 
 

 
 
 
 
Change in available for sale securities, net of tax
177

 
113

 
654

 
(843
)
Foreign currency translation adjustments
9

 
113

 
3

 
214

Change in derivatives, net of tax

 
1,260

 

 
996

Total other comprehensive income
186

 
1,486

 
657

 
367

TOTAL COMPREHENSIVE INCOME
$
70,729

 
$
51,502

 
$
128,324

 
$
105,576


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

5



ALLEGIANT TRAVEL COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
 
Three Months Ended June 30, 2019
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Common
 
 
 
Additional
 
other
 
 
 
 
 
Total
 
stock
 
Par
 
paid-in
 
comprehensive
 
Retained
 
Treasury
 
shareholders'
 
outstanding
 
value
 
capital
 
income (loss)
 
earnings
 
shares
 
equity
Balance at March 31, 2019
16,284

 
$
23


$
276,247


$
(190
)

$
1,069,690


$
(607,316
)

$
738,454

Share-based compensation
6

 

 
4,536

 

 

 

 
4,536

Shares repurchased by the Company and held as treasury shares
(5
)
 

 

 

 

 
(730
)
 
(730
)
Stock issued under employee stock purchase plan
20

 

 

 

 

 
2,931

 
2,931

Cash dividends, $0.70 per share

 

 

 

 
(11,411
)
 

 
(11,411
)
Other comprehensive income

 

 

 
186

 

 

 
186

Net income

 

 

 

 
70,543

 

 
70,543

Balance at June 30, 2019
16,305

 
$
23

 
$
280,783

 
$
(4
)
 
$
1,128,822

 
$
(605,115
)
 
$
804,509


 
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Common
 
 
 
Additional
 
other
 
 
 
 
 
Total
 
stock
 
Par
 
paid-in
 
comprehensive
 
Retained
 
Treasury
 
shareholders'
 
outstanding
 
value
 
capital
 
income (loss)
 
earnings
 
shares
 
equity
Balance at December 31, 2018
16,183

 
$
23

 
$
270,935

 
$
(661
)
 
$
1,025,061

 
$
(605,037
)
 
$
690,321

Share-based compensation
124

 

 
9,848

 

 

 

 
9,848

Shares repurchased by the Company and held as treasury shares
(22
)
 

 

 

 

 
(3,009
)
 
(3,009
)
Stock issued under employee stock purchase plan
20

 

 

 

 

 
2,931

 
2,931

Cash dividends, $1.40 per share

 

 

 

 
(22,805
)
 

 
(22,805
)
Other comprehensive income

 

 

 
657

 
(551
)
 

 
106

Net income

 

 

 

 
127,667

 

 
127,667

Cumulative effect of the New Lease Standard (see Note 5)

 

 

 

 
(550
)
 

 
(550
)
Balance at June 30, 2019
16,305

 
$
23

 
$
280,783

 
$
(4
)
 
$
1,128,822

 
$
(605,115
)
 
$
804,509




6



 
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Common
 
 
 
Additional
 
other
 
 
 
 
 
Total
 
stock
 
Par
 
paid-in
 
comprehensive
 
Retained
 
Treasury
 
shareholders'
 
outstanding
 
value
 
capital
 
income (loss)
 
earnings
 
shares
 
equity
Balance at March 31, 2018
16,151

 
$
23

 
$
259,225

 
$
(3,959
)
 
$
952,403

 
$
(607,888
)
 
$
599,804

Share-based compensation

 

 
3,809

 

 

 

 
3,809

Issuance of common stock, net of forfeitures
5

 

 

 

 

 

 

Shares repurchased by the Company and held as treasury shares
(5
)
 

 

 

 

 
(761
)
 
(761
)
Stock issued under employee stock purchase plan
10

 

 

 

 

 
1,624

 
1,624

Cash dividends, $0.70 per share

 

 

 

 
(11,310
)
 

 
(11,310
)
Other comprehensive income

 

 

 
1,486

 

 

 
1,486

Net income

 

 

 

 
50,016

 

 
50,016

Balance at June 30, 2018
16,161

 
$
23

 
$
263,034

 
$
(2,473
)
 
$
991,109

 
$
(607,025
)
 
$
644,668


 
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Common
 
 
 
Additional
 
other
 
 
 
 
 
Total
 
stock
 
Par
 
paid-in
 
comprehensive
 
Retained
 
Treasury
 
shareholders'
 
outstanding
 
value
 
capital
 
income (loss)
 
earnings
 
shares
 
equity
Balance at December 31, 2017
16,066

 
$
23

 
$
253,840

 
$
(2,840
)
 
$
907,943

 
$
(605,655
)
 
$
553,311

Share-based compensation
98

 

 
9,194

 

 

 

 
9,194

Issuance of common stock, net of forfeitures
5

 

 

 

 

 

 

Shares repurchased by the Company and held as treasury shares
(18
)
 

 

 

 

 
(2,994
)
 
(2,994
)
Stock issued under employee stock purchase plan
10

 

 

 

 

 
1,624

 
1,624

Cash dividends, $1.40 per share

 

 

 

 
(22,605
)
 

 
(22,605
)
Other comprehensive income

 

 

 
367

 
562

 

 
929

Net income

 

 

 

 
105,209

 

 
105,209

Balance at June 30, 2018
16,161

 
$
23

 
$
263,034

 
$
(2,473
)
 
$
991,109

 
$
(607,025
)
 
$
644,668






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


7



ALLEGIANT TRAVEL COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 
Six Months Ended June 30,
 
2019
 
2018
OPERATING ACTIVITIES:
 
 
 
Net income
$
127,667

 
$
105,209

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
74,676

 
57,983

Gain on aircraft and other equipment disposals
(8,294
)
 
(1,491
)
Share-based compensation expense
9,128

 
6,106

Deferred income taxes
35,634

 
25,241

Other adjustments
5,199

 
1,237

Changes in certain assets and liabilities:
 
 
 
Accounts receivable
(86
)
 
46,873

Prepaid expenses
(4,257
)
 
(10,516
)
Accounts payable
4,449

 
7,631

Accrued liabilities
14,681

 
20,859

Air traffic liability
54,820

 
32,633

Deferred major maintenance
(31,591
)
 
(7,841
)
Other assets/liabilities
(4,514
)
 
(689
)
Net cash provided by operating activities
277,512

 
283,235

INVESTING ACTIVITIES:
 
 
 
Purchase of investment securities
(130,627
)
 
(168,923
)
Proceeds from maturities of investment securities
258,076

 
199,294

Purchase of property and equipment, including capitalized interest
(234,469
)
 
(187,456
)
Other investing activities
10,201

 
(1,468
)
Net cash used in investing activities
(96,819
)
 
(158,553
)
FINANCING ACTIVITIES:
 
 
 
Cash dividends paid to shareholders
(22,805
)
 
(22,605
)
Proceeds from the issuance of debt
770,435

 
10,797

Principal payments on debt and finance lease obligations
(522,616
)
 
(142,399
)
Debt issuance costs
(30,759
)
 
(409
)
Other financing activities
(2,689
)
 
1,529

Net cash provided by (used in) financing activities
191,566

 
(153,087
)
Net change in cash, cash equivalents, and restricted cash
372,259

 
(28,405
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
95,911

 
70,639

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
$
468,170

 
$
42,234

 
 
 
 
CASH PAYMENTS (RECEIPTS) FOR:
 
 
 
Interest paid, net of amount capitalized
$
36,886

 
$
24,370

Income tax refunds
(3,340
)
 
(41,284
)
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
 
 
 
Property capitalized under operating leases
23,320

 

Flight equipment acquired under finance leases

 
102,609




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


8



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. 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 reclassifications have been made to prior year financial statements to conform to classifications used in the current year. 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, 2018 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.

Recent Accounting Pronouncements

Recently Adopted Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), (the "New Lease Standard"). This standard requires leases, other than short-term, to be recognized on the balance sheet as a lease liability and a corresponding right-of-use asset.

Lease payments include fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and others as required by the standard. Lease payments do not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components. This standard is effective for interim and annual reporting periods beginning after December 15, 2018 and the Company adopted the New Lease Standard as of January 1, 2019. The Company also elected the package of practical expedients, which among other things, does not require reassessment of lease classification.

The Company adopted the New Lease Standard using the modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, "Targeted Improvements - Leases (Topic 842)." Under this method, the cumulative effect adjustment to the opening balance of retained earnings is recognized at the adoption date. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption on January 1, 2019.

The Company's consolidated balance sheet was affected by this standard, but the consolidated statement of income and liquidity were not significantly impacted. The most significant change to the consolidated balance sheet upon adoption on January 1, 2019 relates to the recognition of new right-of-use (ROU) assets of $18.0 million and operating liabilities of $19.1 million. The Company's accounting for finance leases remains substantially unchanged.

See Note 5, "Leases," for more information.

Note 2 — Revenue Recognition


9


Passenger Revenue

Passenger revenue is the most significant category in our reported operating revenues. Passenger revenue is primarily composed of scheduled service revenue (including passenger ticket sales and credit voucher breakage), revenue from ancillary air-related charges (including seat fees, baggage fees, and other travel-related services performed in conjunction with a passenger’s flight), as well as co-brand credit card point redemptions, as outlined below:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2019
 
2018
 
2019
 
2018
Scheduled service
$
237,685

 
$
235,746

 
$
472,456

 
$
474,267

Ancillary air-related charges
213,527

 
167,630

 
395,227

 
322,347

Co-brand redemptions
3,567

 
2,196

 
7,072

 
5,729

Total passenger revenue
$
454,779

 
$
405,572

 
$
874,755

 
$
802,343



Sales of passenger tickets not yet flown are recorded in air traffic liability. Passenger revenue is recognized when transportation is provided or when ticket voucher breakage occurs, to the extent different from estimated breakage.

The contract term of passenger tickets is twelve months and revenue associated with future travel will principally be recognized within this time frame. During the six months ended June 30, 2019, $204.8 million was recognized into passenger revenue that was recorded in the air traffic liability balance of $212.2 million at December 31, 2018.

Co-brand redemptions

In relation to the travel component of the 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 is provided.

The following table presents the activity of the co-brand point liability as of the dates indicated:
 
Six Months Ended June 30,
(in thousands)
2019
 
2018
Balance at January 1
$
10,708

 
$
8,903

Points awarded (deferral of revenue)
8,827

 
6,898

Points redeemed (recognition of revenue)
(7,072
)
 
(5,730
)
Balance at June 30
$
12,463

 
$
10,071



As of June 30, 2019 and 2018, $9.8 million and $6.9 million, respectively, of the current points liability is reflected in Accrued liabilities and represents our current estimate of revenue to be recognized in the next twelve months based on historical trends, with the remaining balance reflected in Other noncurrent liabilities expected to be recognized into revenue in periods thereafter.


10



Note 3 — Property and Equipment

Property and equipment:

(in thousands)
As of June 30, 2019
 
As of December 31, 2018
Flight equipment, including pre-delivery deposits
$
2,089,440

 
$
1,905,157

Computer hardware and software
149,354

 
140,385

Land and buildings/leasehold improvements
85,939

 
85,925

Other property and equipment
121,285

 
89,778

Total property and equipment
2,446,018

 
2,221,245

Less accumulated depreciation and amortization
(426,244
)
 
(373,977
)
Property and equipment, net
$
2,019,774

 
$
1,847,268



Note 4 — Long-Term Debt

Long-term debt and finance lease obligations:

(in thousands)
As of June 30, 2019
 
As of December 31, 2018
Fixed-rate debt and finance lease obligations due through 2029(1) (2)
$
321,646

 
$
640,806

Variable-rate debt due through 2029
1,177,611

 
630,927

Total long-term debt and finance lease obligations, net of related costs
1,499,257

 
1,271,733

Less current maturities, net of related costs(1)
160,523

 
152,287

Long-term debt and finance lease obligations, net of current maturities and related costs
$
1,338,734

 
$
1,119,446

 
 
 
 
Weighted average fixed-interest rate on debt
4.7
%
 
5.3
%
Weighted average variable-interest rate on debt
5.1
%
 
4.2
%

(1) As of June 30, 2019, and December 31, 2018, respectively, $80.1 million and $428.0 million of the Company's Unsecured Senior Notes were classified as long-term as management refinanced the borrowings on a long-term basis in February 2019, as discussed below. 
(2) Includes finance lease obligations secured by five aircraft.

Maturities of long-term debt and finance lease obligations for the remainder of 2019 and for the next four years and thereafter, in the aggregate, are: remaining in 2019 - $168.1 million; 2020 - $138.9 million; 2021 - $133.4 million; 2022 - $113.9 million; 2023 - $100.9 million; and $844.1 million thereafter.

Consolidated Variable Interest Entity

In March 2019, the Company, through a wholly owned subsidiary, entered into agreements with a trust to borrow $44.0 million secured by one aircraft. The trust was funded on inception. These borrowings bear interest at a blended rate of 3.8 percent, payable in quarterly installments through April 2029, at which time the Company will have a purchase option at a fixed amount. As this transaction is a common control transaction, the Company, as the primary beneficiary, has measured and recorded the assets and liabilities at their carrying values, which were $39.1 million and $44.0 million, respectively, at the time of borrowing.

Senior Secured Revolving Credit Facility

The Company has a senior secured revolving credit facility under which it is able to borrow up to $81.0 million. There was no balance under this facility as of June 30, 2019. The facility has a term of 24 months and is based on the value of aircraft placed in the collateral pool. Aircraft remain in the collateral pool for up to two years, and, as of June 30, 2019, there were four aircraft in the collateral pool.

11




Secured Debt

In June 2019, the Company entered into an agreement to borrow $213.0 million secured by 23 aircraft. The borrowing bears interest at a floating rate based on LIBOR, and is payable in quarterly installments over five years. A portion of the proceeds was used for the prepayment of six existing debt agreements and the repayment of the outstanding balance on the senior secured revolving credit facility.

During the second quarter 2019, the Company borrowed a total of $63.4 million under multiple loan agreements secured by spare engines. The borrowings bear interest at a floating rate based on LIBOR, and are payable in quarterly installments, with terms ranging from seven to ten years.

Term Loan

In February 2019, the Company entered into a Credit and Guaranty Agreement (the “Term Loan”) to borrow $450.0 million, guaranteed by all of the Company's subsidiaries, excluding Sunseeker Resorts Inc. and its subsidiaries, and other insignificant subsidiaries (the "Term Loan Guarantors"). The Term Loan is secured by substantially all property and assets of the Company and the Term Loan Guarantors, excluding aircraft and aircraft engines, and excluding certain other assets. The Term Loan has a five-year term, bears interest based on LIBOR and provides for quarterly interest payments along with quarterly principal payments of $1.1 million through February 2024, at which time the Term Loan is due. The Term Loan may be prepaid at any time without penalty.

In connection with the Term Loan, the Company conducted a tender offer for its 5.5 percent senior unsecured obligation, as outlined below.

General Unsecured Senior Notes

Since December 2016 and until February 2019, the Company had outstanding $450.0 million aggregate principal amount of senior unsecured obligations (the "Notes") which bore interest at 5.5 percent per year and matured in July 2019.

In connection with the Term Loan discussed above, the Company completed a tender offer in February 2019, whereby it purchased $347.9 million of the Notes, and incurred related debt extinguishment costs of $3.7 million. The indenture governing the Notes was amended to eliminate most of the restrictive covenants and certain events of default and amend certain other provisions applicable to the Notes. The $428.0 million net proceeds from the Term Loan were used to purchase the Notes, of which the remaining $102.1 million outstanding at June 30, 2019 was paid at maturity in July 2019.

Construction Loan Agreement

In March 2019, Sunseeker Florida, Inc. (“SFI”), a wholly-owned subsidiary of the Company, entered into a Construction Loan Agreement with certain lenders affiliated with TPG Sixth Street Partners, LLC (the “Lender”). Under the Construction Loan Agreement, SFI may borrow up to $175.0 million (the “Loan”) to fund the construction of Phase 1 of Sunseeker Resort -Charlotte Harbor (the “Project”). No amount has been drawn under this agreement as of June 30, 2019.

Under the Construction Loan Agreement, the Lender is to provide the final $175.0 million of funding for the Project, with initial funding to come from the Company. The loan is secured by the Project and, for a period of time, the surrounding land owned by SFI. The Company has guaranteed one-third of the debt, has agreed to bear responsibility under a Non-Recourse Carve-Out Guaranty, and has agreed to guarantee completion of the Project in accordance with approved plans and specifications. All of the shares in SFI are also pledged to secure the loan. The Loan bears interest based on LIBOR and matures in March 2023.

Note 5 — Leases

The Company determines if an arrangement is a lease at inception and has lease agreements for office facilities, office equipment, certain airport and terminal facilities, and other space and assets. These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2019 to 2036.

As a result of the New Lease Standard, certain real estate and property leases, and various other operating leases have been measured on the balance sheet with a lease liability and right-of-use asset ("ROU"). Airport terminal leases mostly include

12


variable lease payments outside of those based on a fixed index, and are therefore excluded from consideration. Accounting for finance leases is substantially unchanged.

ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available.

Lease terms include options to extend when it is reasonably certain that the option will be exercised. Leases with a term of twelve months or less are not recorded on the balance sheet. Additionally, lease and non-lease components are accounted for as a single lease component for real estate agreements.

In addition to operating leases, the Company leases certain aircraft and, as of June 30, 2019, had five aircraft under finance leases with remaining terms to 2029.

Lease Costs

The components of lease expense were as follows:

 
 
Three Months Ended
 
Six Months Ended
(in thousands)
Classification on the Statements of Income
June 30, 2019
 
June 30, 2019
Finance lease costs:
 
 
 
 
Amortization of assets
Depreciation and amortization
$
1,629

 
$
3,259

Interest on lease liabilities
Interest expense
1,326

 
2,672

Operating lease cost
Station operations; Maintenance and repairs; Other operating expense
805

 
1,581

Variable lease cost
Station operations; Maintenance and repairs; Other operating expense
2,703

 
5,797

Total lease cost
 
$
6,463

 
$
13,309



Lease position as of June 30, 2019

The table below presents the lease-related assets and liabilities recorded on the balance sheet.


13


 
 
As of
(in thousands)
Classification on the Balance Sheet
June 30, 2019
Assets
 
 
Operating lease assets
Operating lease right-of-use assets, net
$
22,233

Finance lease assets
Property and equipment, net
114,924

Total lease assets
 
$
137,157

 
 
 
Liabilities
 
 
Current
 
 
Operating
Accrued liabilities
$
2,240

Finance
Current maturities of long-term debt and finance lease obligations
7,499

Noncurrent
 
 
Operating
Other noncurrent liabilities
21,476

Finance
Long-term debt and finance lease obligations
111,805

Total lease liabilities
 
$
143,020

 
 
 
Weighted-average remaining lease term
 
 
Operating leases
 
9.3 years

Finance leases
 
10.4 years

Weighted-average discount rate
 
 
Operating leases
 
4.2
%
Finance leases
 
4.4
%


Other Information

The table below presents supplemental cash flow information related to leases during the three and six months ended June 30, 2019.

 
Three Months Ended
 
Six Months Ended
(in thousands)
June 30, 2019
 
June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
 
 
Operating cash flows for operating leases
$
643

 
1,272

Operating cash flows for finance leases
1,326

 
2,672

Financing cash flows for finance leases
1,824

 
3,628



Maturities of Lease Liabilities

The table below indicates the future minimum payments of lease liabilities as of June 30, 2019.


14


(in thousands)
Operating Leases
 
Finance Leases
Remaining in 2019
$
1,586

 
$
6,300

2020
3,206

 
12,600

2021
3,249

 
12,600

2022
3,294

 
11,095

2023
3,147

 
10,500

Thereafter
14,325

 
103,459

Total lease payments
28,807

 
156,554

Less imputed interest
(5,091
)
 
(37,250
)
Total lease obligations
23,716

 
119,304

Less current obligations
(2,240
)
 
(7,499
)
Long-term lease obligations
$
21,476

 
$
111,805



The Company adopted the New Lease Standard on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption. Future annual minimum lease payments as of December 31, 2018 were as follows:

(in thousands)
Operating Leases
 
Capital Leases
2019
$
8,102

 
$
12,600

2020
6,031

 
12,600

2021
3,643

 
12,600

2022
1,630

 
11,095

2023
1,626

 
10,500

Thereafter
8,297

 
103,458

Total lease payments
$
29,329

 
162,853

Less imputed interest
 
 
(39,922
)
Total lease obligations
 
 
122,931

Less current obligations
 
 
(7,336
)
Long-term lease obligations
 
 
$
115,595




Note 6 — Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants.

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company uses the market approach valuation technique to determine fair value for investment securities. The assets classified as Level 1 consist of money market funds for which original cost approximates fair value. The assets classified as Level 2 consist of commercial paper, municipal debt securities, federal agency debt securities, US Treasury Bonds, and corporate debt securities, which are valued using quoted market prices or alternative pricing sources including transactions involving identical or comparable assets and models utilizing market observable inputs. The Company has no investment securities classified as Level 3.

For those assets classified as Level 2 that are not in active markets, the Company obtains fair value from pricing sources using quoted market prices for identical or comparable instruments, and uses pricing models which include all significant observable

15


inputs: maturity dates, issue dates, settlement dates, benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities, bids, offers and other market related data. These inputs are observable or can be derived from, or corroborated by, observable market data for substantially the full term of the asset.

Financial instruments measured at fair value on a recurring basis:
 
 
As of June 30, 2019
 
As of December 31, 2018
(in thousands)
Total
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
Cash equivalents
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
310,550

 
$
310,550

 
$

 
$
43,281

 
$
43,281

 
$

Commercial paper
110,429

 

 
110,429

 
29,138

 

 
29,138

Municipal debt securities
2,408

 

 
2,408

 

 

 

Federal agency debt securities
950

 

 
950

 

 

 

US Treasury bonds

 

 

 
1,415

 

 
1,415

Total cash equivalents
424,337

 
310,550

 
113,787

 
73,834

 
43,281

 
30,553

Short-term
 

 
 

 
 
 
 

 
 

 
 

Commercial paper
138,332

 

 
138,332

 
180,846

 

 
180,846

Corporate debt securities
55,729

 

 
55,729

 
101,489

 

 
101,489

Federal agency debt securities
10,504

 

 
10,504

 
11,887

 

 
11,887

Municipal debt securities
7,450

 

 
7,450

 
14,252

 

 
14,252

US Treasury bonds
4,731

 

 
4,731

 
5,990

 

 
5,990

Total short-term
216,746

 

 
216,746

 
314,464

 

 
314,464

Long-term
 

 
 

 
 

 
 

 
 

 
 

Corporate debt securities
20,367

 

 
20,367

 
37,334

 

 
37,334

US Treasury bonds
3,068

 

 
3,068

 
2,901

 

 
2,901

Federal agency debt securities
1,269

 

 
1,269

 
11,291

 

 
11,291

Total long-term
24,704

 

 
24,704

 
51,526

 

 
51,526

Total financial instruments
$
665,787

 
$
310,550

 
$
355,237

 
$
439,824

 
$
43,281

 
$
396,543


The fair value of the Company’s publicly held long-term debt is determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized its publicly held debt as Level 2. The Company's remaining debt is not publicly held, and the Company has determined the estimated fair value of these notes to be Level 3, as certain inputs used to determine the 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, including current maturities and without reduction for related costs are as follows:

 
As of June 30, 2019
 
As of December 31, 2018
 
 
(in thousands)
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
Hierarchy Level
Publicly held debt
$
102,090

 
$
102,154

 
$
450,463

 
$
451,026

 
2
Non-publicly held debt
1,303,593

 
1,098,068

 
703,372

 
619,379

 
3
Total long-term debt
$
1,405,683

 
$
1,200,222

 
$
1,153,835

 
$
1,070,405

 
 


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


16


Note 7 — Earnings per Share

Basic and diluted earnings per share are computed pursuant to the two-class method. Under this method, the Company attributes net income 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 and six months ended June 30, 2019 and 2018, respectively, the second method, which assumes unvested awards are not vested, was used in the computation because it was more dilutive than the first method.

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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Basic:
 
 
 
 
 
 
 
Net income
$
70,543

 
$
50,016

 
$
127,667

 
$
105,209

Less net income allocated to participating securities
(997
)
 
(659
)
 
(1,791
)
 
(1,427
)
Net income attributable to common stock
$
69,546

 
$
49,357

 
$
125,876

 
$
103,782

Earnings per share, basic
$
4.33

 
$
3.10

 
$
7.85

 
$
6.53

Weighted-average shares outstanding
16,063

 
15,939

 
16,037

 
15,898

Diluted:
 

 
 

 
 

 
 

Net income
$
70,543

 
$
50,016

 
$
127,667

 
$
105,209

Less net income allocated to participating securities
(996
)
 
(658
)
 
(1,790
)
 
(1,425
)
Net income attributable to common stock
$
69,547

 
$
49,358

 
$
125,877

 
$
103,784

Earnings per share, diluted
$
4.33

 
$
3.10

 
$
7.84

 
$
6.52

Weighted-average shares outstanding
16,063

 
15,939

 
16,037

 
15,898

Dilutive effect of stock options and restricted stock
39

 
44

 
39

 
63

Adjusted weighted-average shares outstanding under treasury stock method
16,102

 
15,983

 
16,076

 
15,961

Participating securities excluded under two-class method
(33
)
 
(38
)
 
(26
)
 
(47
)
Adjusted weighted-average shares outstanding under two-class method
16,069

 
15,945

 
16,050

 
15,914




Note 8 — Commitments and Contingencies

As of June 30, 2019, the Company had firm commitments to purchase nine Airbus A320 series aircraft and one CFM engine.


17


The Company's contractual purchase commitments consist primarily of aircraft and engine acquisitions. The total future commitments are as follows:

(in thousands)
As of June 30, 2019
Remaining in 2019
$
120,927

2020
33,800

2021
500

2022
18,000

Total commitments
$
173,227



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 pending legal or administrative matters will not have a material adverse impact on its financial position, liquidity or results of operations.

Note 9 — 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 three operating segments: the Airline, Sunseeker Resort, and Other non-airline.

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 operation of Kingsway golf course. Plans for the resort include a 500-room hotel and two towers offering an estimated 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.

Other non-Airline Segment

The other non-airline segment includes the Teesnap golf course management solution and Allegiant Nonstop family entertainment centers. Allegiant Nonstop family entertainment centers are comprised of games, attractions, and food facilities.

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


18



(in thousands)
Airline
 
Sunseeker Resort
 
Other non- airline
 
Consolidated
Three Months Ended June 30, 2019
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
    Passenger
$
454,779

 
$

 
$

 
$
454,779

    Third party products
18,208

 

 

 
18,208

    Fixed fee contract
12,487

 

 

 
12,487

    Other
1,299

 
373

 
4,613

 
6,285

Operating income (loss)
115,546

 
(1,695
)
 
(5,746
)
 
108,105

Interest expense, net
15,924

 
478

 

 
16,402

Depreciation and amortization
36,890

 
326

 
1,278

 
38,494

Capital expenditures
98,128

 
11,296

 
2,494

 
111,918

Three Months Ended June 30, 2018
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
    Passenger
$
405,572

 
$

 
$

 
$
405,572

    Third party products
17,799

 

 

 
17,799

    Fixed fee contract
7,653

 

 

 
7,653

    Other
3,531

 

 
2,225

 
5,756

Operating income (loss)
76,054

 
(301
)
 
(1,531
)
 
74,222

Interest expense, net
11,229

 

 

 
11,229

Depreciation and amortization
29,405

 
10

 
418

 
29,833

Capital expenditures
106,360

 
9,204

 
2,725

 
118,289

 
 
 
 
 
 
 
 
(in thousands)
Airline
 
Sunseeker Resort
 
Other non- airline
 
Consolidated
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
    Passenger
$
874,755

 
$

 
$

 
$
874,755

    Third party products
35,350

 

 

 
35,350

    Fixed fee contract
23,061

 

 

 
23,061

    Other
1,930

 
1,275

 
7,010

 
10,215

Operating income (loss)
214,035

 
(2,917
)
 
(11,937
)
 
199,181

Interest expense, net
29,145

 
636

 

 
29,781

Depreciation and amortization
72,119

 
482

 
2,075

 
74,676

Capital expenditures
207,048

 
16,571

 
10,850

 
234,469

Six Months Ended June 30, 2018
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
    Passenger
$
802,343

 
$

 
$

 
$
802,343

    Third party products
28,124

 

 

 
28,124

    Fixed fee contract
18,209

 

 

 
18,209

    Other
10,197

 

 
3,351

 
13,548

Operating income (loss)
158,004

 
(446
)
 
(3,368
)
 
154,190

Interest expense, net
22,046

 

 

 
22,046

Depreciation and amortization
57,172

 
17

 
794

 
57,983

Capital expenditures
165,934

 
17,344

 
4,178

 
187,456










19



Total assets were as follows as of the date indicated:
(in thousands)
June 30, 2019
 
December 31, 2018
Airline
$
2,859,309

 
$
2,422,523

Sunseeker Resort
80,895

 
56,047

Other non-airline
41,996

 
20,098

Consolidated
$
2,982,200

 
$
2,498,668




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, 2019 and 2018. Also discussed is our financial position as of June 30, 2019 and December 31, 2018. 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, 2018. 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 Quarter 2019 Review
Highlights:

Achieved 23.7 percent airline operating margin, which represents a 6.2 percentage point increase year over year;
produced a 6.1 percent decrease in airline operating CASM excluding fuel;
recognized our second consecutive quarter of ancillary air-related revenue per passenger exceeding $50, with a total of $51.68 this quarter;
achieved industry leading controllable completion of more than 99.9% during the quarter;
improved A14 performance (flight arrival within 14 minutes of scheduled arrival) by 2.8 percentage points compared to 2018;
added two aircraft into service and expect an additional six to be added in the back half of 2019; and
announced 10 new routes, and began service on 35 routes previously announced.

AIRCRAFT

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

 
June 30, 2019
 
December 31, 2018
 
June 30, 2018
A319
37

 
32

 
31

A320 (1)
49

 
44

 
35

MD-80

 

 
27

Total
86

 
76

 
93


(1) Does not include four aircraft of which we have taken delivery, but were not yet in service as of June 30, 2019.

As of June 30, 2019, we had firm commitments to purchase nine aircraft. We expect delivery of six of these aircraft in 2019 and the remaining aircraft in 2020 and 2022. We continually consider aircraft acquisitions on an opportunistic basis.

Fleet Plan

The below table indicates the number of aircraft expected to be in service as of the dates indicated, based on currently scheduled additions to our operating fleet.

 
As of September 30, 2019
 
As of December 31, 2019
A319
37

 
38

A320
53

 
55

Total
90

 
93


NETWORK

As of June 30, 2019, we were selling 459 routes versus 414 as of the same date last year, which represents a 10.9 percent increase. Our total number of origination cities and leisure destinations (for operating routes) were 95 and 26, respectively, as of June 30, 2019. Based on our currently published schedule through May 2020, and service announcements and cancellations by other airlines as of June 30, 2019, we will have direct competition (which we consider to be similar non-stop service between markets) on approximately 100 routes as of that date.


20


During the second quarter of 2019, we announced 10 new routes including service into three new cities - Redmond, OR; State College, PA; and Traverse City, MI. These new routes are planned to begin service in October 2019.

During the second quarter 2019, we also began service on 35 routes announced previously, including our inaugural scheduled flights to Anchorage, AK.

In April 2019, we filed an application with the U.S. Department of Transportation to offer scheduled service to Mexico. This is the first step in beginning to offer international service to our leisure travelers, with non-stop flights between the United States and Mexico.

TRENDS

The transition to an all-Airbus fleet continues to produce positive operating results. Despite having an average of seven fewer aircraft in service during the second quarter 2019 compared to 2018, scheduled service ASMs increased 13.6 percent on a 13.8 percent increase in departures, and scheduled service passengers increased 12.2 percent. We accomplished the increased capacity by increasing aircraft utilization (block hours per aircraft) by 20.5 percent compared to the second quarter 2018. We were able to grow airline operating margin by 6.2 percentage points due, in large part, to reduced costs per ASM which were impacted significantly by an 8.1 percent increase in fuel efficiency.

During the second quarter, we flew more on off-peak days (32.8 percent of our scheduled ASMs for the quarter were on Tuesdays, Wednesdays or Saturdays compared to 30.6 percent in the same quarter last year). This contributed to our profitability, but led to a small decline in unit revenue.

Additionally, we have led or tied for the industry lead in controllable completion factor for 16 of the past 18 months, including every month in the first half of 2019, during which time we had only ten days that were affected by maintenance cancellations.

In July 2019, we announced the evaluation of strategic alternatives for our Teesnap golf course management solution entity, which will trigger held-for-sale classification in the third quarter 2019.

The construction of Sunseeker Resort continues to progress.

RESULTS OF OPERATIONS

Comparison of three months ended June 30, 2019 to three months ended June 30, 2018

Operating Revenue

Passenger revenue. For the second quarter 2019, passenger revenue increased 12.1 percent compared to second quarter 2018. The increase was driven primarily by a 13.8 percent increase in scheduled service departures, which resulted in a 12.2 percent increase in scheduled service passengers. The 13.5 percent increase in air-related ancillary average fare offset the decrease in scheduled service average fare. Increases in the customer convenience fee and baggage fees contributed to the increase in air-related ancillary unit revenue to $51.68 per passenger.

Third party products revenue. Third party products revenue for the second quarter 2019 increased 2.3 percent, compared to the same period in 2018. This is primarily the result of increased revenue from our co-branded credit card program, as well as an increase in net revenue from rental cars.

Fixed fee contract revenue. Fixed fee contract revenue for the second quarter 2019 increased 63.2 percent when compared to 2018. This is primarily the result of a 61.0 percent increase in related departures, which is largely attributable to greater availability of spare aircraft due to improved operations and an all-Airbus fleet.

Other revenue. Other revenue increased by $0.5 million for the second quarter 2019 from 2018, due to increased revenue from our non-airline activities. This increase was partially offset by a decrease in aircraft lease revenue, as we had six aircraft on lease to a European carrier during the second quarter of 2018 and none during 2019.

Operating Expenses

We primarily evaluate our expense management by comparing our costs per 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

21


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
 
2019
 
2018
 
Change
Airline unitized costs
 
 
 
 
 
Salary and benefits
$
2.46

 
$
2.55

 
(3.5
)%
Station operations
1.03

 
1.06

 
(2.8
)
Depreciation and amortization
0.83

 
0.75

 
10.7

Maintenance and repairs
0.47

 
0.63

 
(25.4
)
Sales and marketing
0.45

 
0.47

 
(4.3
)
Other
0.41

 
0.56

 
(26.8
)
Airline CASM, excluding fuel
5.65


6.02


(6.1
)
Aircraft fuel
2.70

 
3.12

 
(13.5
)
Airline CASM
8.35


9.14


(8.6
)
 
 
 
 
 
 
Airline CASM
8.35


9.14


(8.6
)
Non-airline operating CASM*
0.28

 
0.10

 
180.0

Operating CASM (consolidated)
8.63

 
9.24

 
(6.6
)
*Includes operating costs associated with Sunseeker Resort and other non-airline related activity. Various components of this measure do not have a direct correlation to ASMs but must be included to calculate total operating CASM. Total operating CASM is reported to facilitate comparison with airlines reporting total costs on a per ASM basis.

Salary and benefits expense. Salary and benefits expense increased $11.9 million, or 11.8 percent, for the second quarter 2019 when compared to the same period in 2018. The increase is largely due to an 8.8 percent increase in full-time equivalent employees supporting a 12.6 percent increase in system block hours, and increased activity in our non-airline subsidiaries. Pilot salaries and wages per ASM decreased 6.9 percent for the quarter, due to improved pilot productivity efficiencies as we have transitioned to an all-Airbus fleet.

Aircraft fuel expense. Aircraft fuel expense decreased $2.5 million, or 2.0 percent, for the second quarter 2019 compared to second quarter 2018, despite a 4.9 percent increase in system fuel gallons consumed on a 13.4 percent increase in system ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 8.1 percent year over year, due to our transition to an all-Airbus fleet which are significantly more fuel efficient than the MD-80 aircraft we operated before their retirement which concluded in November 2018. Also, system average fuel cost per gallon decreased 6.7 percent year over year, further contributing to the overall decrease in aircraft fuel expense.

Station operations expense. Station operations expense for the second quarter 2019 increased $4.3 million, or 10.4 percent, on a 13.8 percent increase in scheduled service departures. The increase in departures outpaced the increase in expense due to additional station incentives realized compared to the same period in 2018.

Maintenance and repairs expense. Maintenance and repairs expense for the second quarter 2019 decreased $3.7 million, or 15.2 percent, compared to the same period in 2018 mostly due to a decrease in non-major maintenance events. The cost of major maintenance events for our Airbus aircraft is deferred in accordance with the deferral method of accounting and the amortization of these expenses is included in depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the second quarter 2019 increased 29.0 percent year over year. The average number of Airbus aircraft in service increased 38.7 percent year over year. Further, the MD-80 fleet operating in 2018 was fully depreciated prior to 2018. Amortization of major maintenance costs was $6.1 million for the second quarter 2019 compared to $2.6 million for the second quarter 2018, with increases expected to continue as our Airbus aircraft count and related deferred maintenance costs grow.

Sales and marketing expense. Sales and marketing expense for the second quarter 2019 increased $2.2 million compared to the same period in 2018, partly due to an increase in net credit card fees paid as a result of the 12.1 percent increase in passenger

22


revenue year over year. There were also increased expenses related to various marketing initiatives, including our multi-year partnerships with the Vegas Golden Knights and Minor League Baseball.

Non-airline expenses

Non-airline expenses are included in the various line items discussed above, as appropriate. The non-airline expenses include those from our Teesnap golf management business, Kingsway golf course, Allegiant Nonstop family entertainment centers, and operating expenses attributable to Sunseeker Resort (most of the Sunseeker Resort expenses are being capitalized at this time). We expect these expenses to increase with the growth in the number of family entertainment centers and the continued operation of Teesnap pending a possible sale.

Income Tax Expense

Our effective tax rate was 23.1 percent for the three months ended June 30, 2019, compared to 20.7 percent for the three months ended June 30, 2018. The effective tax rate for the three months ended June 30, 2019 differed from the statutory federal income tax rate of 21.0 percent primarily due to state taxes. While we expect our tax rate to be fairly consistent in the near term, it will vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items during interim periods may also affect our tax rates. We expect to be a non-cash taxpayer for federal income tax purposes for 2019.

23


Comparison of six months ended June 30, 2019 to six months ended June 30, 2018
 
Operating Revenue

Passenger revenue. For the six months ended June 30, 2019, passenger revenue increased 9.0 percent compared with 2018. The increase was mostly attributable to a 9.5 percent increase in scheduled service departures, which resulted in an 8.5 percent increase in scheduled service passengers. Average total fare per passenger increased slightly during the six month period as the increase in air-related ancillary revenue per passenger more than offset the decrease in scheduled service average fare. Increases in the customer convenience fee and baggage fees contributed to a 13.0 percent increase in air-related ancillary unit revenue to $52.32 per passenger.
Third party products revenue. Third party products revenue for the six months ended June 30, 2019 increased 25.7 percent over the same period in 2018. This is primarily the result of increased revenue from our co-branded credit card program, as well as an increase in net revenue from rental cars.

Fixed fee contract revenue. Fixed fee contract revenue for the six months ended June 30, 2019 increased 26.6 percent compared with 2018, primarily due to a 20.3 percent increase in related departures. This was made possible by greater availability of spare aircraft due to improved operations and an all-Airbus fleet.

Other revenue. Other revenue decreased $3.3 million for the six months ended June 30, 2019 compared to 2018 primarily due to a decrease in aircraft lease revenue. We had six aircraft on lease to a European carrier during the first half of 2018 and none during 2019. The effects of this decrease were slightly offset by increases in revenue from our non-airline activities.

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
 
2019
 
2018
 
Change
Airline unitized costs
 
 
 
 
 
Salary and benefits
$
2.69

 
$
2.77

 
(2.9
)%
Station operations
1.02

 
1.03

 
(1.0
)
Depreciation and amortization
0.86

 
0.75

 
14.7

Maintenance and repairs
0.52

 
0.57

 
(8.8
)
Sales and marketing
0.49

 
0.49

 

Other
0.42

 
0.56

 
(25.0
)
Airline CASM, excluding fuel
6.00


6.17


(2.8
)
Aircraft fuel
2.63

 
2.99

 
(12.0
)
Airline CASM
8.63

 
9.16

 
(5.8
)
 
 
 
 
 
 
Airline CASM
8.63

 
9.16

 
(5.8
)
Non-airline operating CASM*
0.27

 
0.09

 
200.0

Operating CASM (consolidated)
8.90

 
9.25

 
(3.8
)
*Includes operating costs associated with Sunseeker Resort and other non-airline related activity. Various components of this measure do not have a direct correlation to ASMs but must be included to calculate total operating CASM. Total operating CASM is reported to facilitate comparison with airlines reporting total costs on a per ASM basis.
Salary and benefits expense. Salary and benefits expense increased $18.4 million, or 8.6 percent, for the six months ended June 30, 2019 compared to the same period in 2018. The increase is largely attributable to an 8.8 percent increase in the number of full-time equivalent employees supporting an 8.1 percent increase in system block hours, as well as increased activity in our non-airline subsidiaries. Pilot salaries and wages per ASM decreased 2.9 percent for the six months ended June 30, 2019, due to improved pilot productivity efficiencies as we have transitioned to an all-Airbus fleet.
Aircraft fuel expense. Aircraft fuel expense decreased $8.8 million, or 3.9 percent, for the six months ended June 30, 2019 compared to the same period in 2018, despite a 0.4 percent increase in system fuel gallons consumed on a 9.2 percent increase in system ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 8.8

24


percent year over year, due to our transition to an all-Airbus fleet. Also, system average fuel cost per gallon decreased 4.4 percent year over year, further contributing to the overall decrease in aircraft fuel expense.
Station operations expense. Station operations expense for the six months ended June 30, 2019 increased 7.2 percent on a 9.5 percent increase in scheduled service departures compared to the same period in 2018. The increase in departures outpaced the increase in expense due to additional station incentives realized compared to the same period in 2018.

Maintenance and repairs expense. Maintenance and repairs expense for the six months ended June 30, 2019 remained flat year over year. We had fewer non-major maintenance events in 2019, a reduction which was offset by higher overall repair costs for our Airbus fleet than our MD-80 fleet (though less frequent). Additionally, the cost of major maintenance events for our Airbus aircraft is being deferred in accordance with the deferral method of accounting and the amortization of these expenses is included under depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the six months ended June 30, 2019 increased $16.7 million, or 28.8 percent, compared to the same period in 2018. The average number of Airbus aircraft in service increased 43.6 percent year over year. Amortization of major maintenance costs was $10.9 million for the six months ended June 30, 2019 compared to $5.1 million for 2018, with increases expected to continue as our Airbus aircraft count and related deferred maintenance costs grow.

Sales and marketing expense. Sales and marketing expense for the six months ended June 30, 2019 increased $4.0 million compared to the same period in 2018, partly due to an increase in net credit card fees paid as a result of a 9.0 percent increase in passenger revenue year over year. There were also increased expenses related to various marketing initiatives, including our multi-year partnerships with the Vegas Golden Knights and Minor League Baseball.

Other expense. Other expense remained flat year over year, as there were increases in general administrative expenses which were offset by over $12.0 million in gains from MD-80 and other aircraft part sales.

Non-airline expenses

Non-airline expenses are included in the various line items discussed above, as appropriate. The non-airline expenses include those from our Teesnap golf management business, Kingsway golf course, Allegiant Nonstop family entertainment centers, and operating expenses attributable to Sunseeker Resort (most of the Sunseeker Resort expenses are being capitalized at this time).
 
Income Tax Expense

Our effective tax rate was 23.0 percent for the six months ended June 30, 2019, compared to 20.6 percent for the six months ended June 30, 2018. The effective tax rate for the six months ended June 30, 2019 differed from the statutory federal income tax rate of 21.0 percent primarily due to state taxes. While we expect our tax rate to be fairly consistent in the near term, it will vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items during interim periods may also affect our tax rates. We expect to be a non-cash taxpayer for federal income tax purposes for 2019.


25


Comparative Consolidated Operating Statistics

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

 
Three Months Ended June 30,
 
Percent
 
2019
 
2018
 
Change(1)
Operating statistics (unaudited):
 
 
 
 
 
Total system statistics:
 
 
 
 
 
Passengers
4,169,536

 
3,704,113

 
12.6

Revenue passenger miles (RPMs) (thousands)
3,654,369

 
3,276,599

 
11.5

Available seat miles (ASMs) (thousands)
4,447,066

 
3,922,294

 
13.4

Load factor
82.2
%
 
83.5
%
 
(1.3
)
Operating expense per ASM (CASM) (cents)
8.63

 
9.24

 
(6.6
)
Fuel expense per ASM (cents)
2.70

 
3.12

 
(13.5
)
Operating CASM, excluding fuel (cents)
5.93

 
6.12

 
(3.1
)
ASMs per gallon of fuel
82.3

 
76.1

 
8.1

Departures
30,547

 
27,063

 
12.9

Block hours
68,332

 
60,707

 
12.6

Average stage length (miles)
853

 
858

 
(0.6
)
Average number of operating aircraft during period
85.0

 
92.0

 
(7.6
)
Average block hours per aircraft per day
8.8

 
7.3

 
20.5

Full-time equivalent employees at end of period
4,179

 
3,840

 
8.8

Fuel gallons consumed (thousands)
54,064

 
51,516

 
4.9

Average fuel cost per gallon
$
2.22

 
$
2.38

 
(6.7
)
Scheduled service statistics:
 
 
 
 
 
Passengers
4,131,855

 
3,681,944

 
12.2

Revenue passenger miles (RPMs) (thousands)
3,603,076

 
3,245,774

 
11.0

Available seat miles (ASMs) (thousands)
4,311,182

 
3,795,815

 
13.6

Load factor
83.6
%
 
85.5
%
 
(1.9
)
Departures
29,567

 
25,992

 
13.8

Block hours
66,135

 
58,536

 
13.0

Total passenger revenue per ASM (TRASM) (cents)(2)
10.97

 
11.15

 
(1.6
)
Average fare - scheduled service(3)
$
58.39

 
$
64.62

 
(9.6
)
Average fare - air-related charges(3)
$
51.68

 
$
45.53

 
13.5

Average fare - third party products
$
4.40

 
$
4.84

 
(9.1
)
Average fare - total
$
114.47

 
$
114.99

 
(0.5
)
Average stage length (miles)
853

 
864

 
(1.3
)
Fuel gallons consumed (thousands)
52,327

 
49,671

 
5.3

Average fuel cost per gallon
$
2.22

 
$
2.37

 
(6.3
)
Rental car days sold
540,960

 
404,355

 
33.8

Hotel room nights sold
114,191

 
93,484

 
22.2

Percent of sales through website during period
93.5
%
 
93.9
%
 
(0.4
)
(1) Except load factor and percent of sales through website during period, which are presented as a percentage point change.
(2) 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.
(3) Reflects division of passenger revenue between scheduled service and air-related charges in the Company's booking path.


26


 
Six Months Ended June 30,
 
Percent
 
2019
 
2018
 
Change(1)
Operating statistics (unaudited):
 
 
 
 
 
Total system statistics:
 
 
 
 
 
Passengers
7,619,814

 
7,007,064

 
8.7

Revenue passenger miles (RPMs) (thousands)
6,882,963

 
6,371,403

 
8.0

Available seat miles (ASMs) (thousands)
8,357,304

 
7,650,857

 
9.2

Load factor
82.4
%
 
83.3
%
 
(0.9
)
Operating expense per ASM (CASM) (cents)
8.90

 
9.25

 
(3.8
)
Fuel expense per ASM (cents)
2.63

 
2.99

 
(12.0
)
Operating CASM, excluding fuel (cents)
6.27

 
6.26

 
0.2

ASMs per gallon of fuel
83.1

 
76.4

 
8.8

Departures
55,747

 
51,311

 
8.6

Block hours
128,151

 
118,510

 
8.1

Average stage length (miles)
876

 
883

 
(0.8
)
Average number of operating aircraft during period
82.3

 
90.8

 
(9.4
)
Average block hours per aircraft per day
8.6

 
7.2

 
19.4

Full-time equivalent employees at end of period
4,179

 
3,840

 
8.8

Fuel gallons consumed (thousands)
100,537

 
100,156

 
0.4

Average fuel cost per gallon
$
2.18

 
$
2.28

 
(4.4
)
Scheduled service statistics:
 
 
 
 
 
Passengers
7,553,393

 
6,961,312

 
8.5

Revenue passenger miles (RPMs) (thousands)
6,794,122

 
6,310,393

 
7.7

Available seat miles (ASMs) (thousands)
8,113,315

 
7,397,830

 
9.7

Load factor
83.7
%
 
85.3
%
 
(1.6
)
Departures
53,911

 
49,256

 
9.5

Block hours
124,098

 
114,224

 
8.6

Total passenger revenue per ASM (TRASM) (cents)(2)
11.22

 
11.23

 
(0.1
)
Average fare - scheduled service(3)
$
63.49

 
$
68.95

 
(7.9
)
Average fare - air-related charges(3)
$
52.32

 
$
46.31

 
13.0

Average fare - third party products
$
4.68

 
$
4.04

 
15.8

Average fare - total
$
120.49

 
$
119.30

 
1.0

Average stage length (miles)
878

 
889

 
(1.2
)
Fuel gallons consumed (thousands)
97,395

 
96,542

 
0.9

Average fuel cost per gallon
$
2.18

 
$
2.27

 
(4.0
)
Rental car days sold
1,012,558

 
802,942

 
26.1

Hotel room nights sold
219,206

 
202,468

 
8.3

Percent of sales through website during period
93.5
%
 
93.9
%
 
(0.4
)
(1) Except load factor and percent of sales through website during period, which are presented as a percentage point change.
(2) 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.
(3) Reflects division of passenger revenue between scheduled service and air-related charges in the Company's booking path.


27


LIQUIDITY AND CAPITAL RESOURCES

Current liquidity

Cash, cash equivalents and investment securities (short-term and long-term) increased at June 30, 2019 to $695.3 million, from $447.5 million at December 31, 2018. Investment securities represent highly liquid marketable securities which are available-for-sale.

The increase in cash at June 30, 2019 is due primarily to cash generated from operations as well as debt proceeds in the second quarter. We received $213.0 million of debt proceeds from a financing secured by 23 aircraft, and generated $100.8 million in net proceeds after the early payoff of six loans and our revolving debt secured by aircraft. In the second quarter, we also borrowed $63.4 million secured by spare engines. We had 26 unencumbered aircraft at June 30, 2019.

In July 2019, we repaid the remaining $102.1 million principal balance of our high yield debt at maturity.

Restricted cash represents escrowed funds under fixed fee contracts 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.

Our operating cash flows and long-term debt borrowings have allowed us to invest in our fleet transition, return capital to shareholders in the form of recurring regular quarterly dividends, and invest in Sunseeker Resort and our Allegiant Nonstop family entertainment centers. Our future capital needs are primarily for the acquisition of additional aircraft, including our existing aircraft commitments, as well as planned capital outlay related to Sunseeker Resort and other travel and leisure initiatives.

We believe we have more than adequate liquidity resources through our operating cash flows, borrowings, debt commitments, and cash balances, to meet our future contractual obligations. In addition, we continue to consider raising funds through debt financing on an opportunistic basis.

In addition to our recurring quarterly cash dividend, our current share repurchase authority is $100 million. There is no expiration to this program.

Debt

Our long-term debt and finance lease obligations balance, without reduction for related issuance costs, increased from $1.3 billion as of December 31, 2018 to $1.5 billion as of June 30, 2019. During the first half of 2019, we borrowed $450.0 million under the Term Loan plus an additional $320.4 million secured by aircraft and engines, while repurchasing $347.9 million of our unsecured notes (the remaining balance of which was paid at maturity in July 2019). Additionally, we paid off six loans and the outstanding balance on our revolving credit facility for a combined $112.2 million in payoffs, and also made scheduled principal payments on our other existing debt.

In March 2019, we entered into a Construction Loan Agreement with certain lenders affiliated with TPG Sixth Street Partners, LLC under which we may borrow up to $175.0 million to fund the construction of Phase 1 of Sunseeker Resort - Charlotte Harbor. No amounts under this loan agreement have been drawn to date.

Sources and Uses of Cash

Operating Activities. During the six months ended June 30, 2019, our operating activities provided $277.5 million of cash compared to $283.2 million during the same period of 2018. The decrease is due to a one-time tax benefit of $41.3 million in 2018 that was not applicable in the current year, as well as the net effect of changes in certain asset and liability accounts. These were partially offset by a $22.5 million increase in net income in 2019.

Operating cash inflows are primarily derived from providing air transportation and related ancillary products and services to customers, and we expect to use that cash flow to purchase aircraft and equipment, make scheduled debt payments, invest in Sunseeker Resort - Charlotte Harbor and other travel and leisure initiatives, and return capital to shareholders through share repurchases and dividends. 


28


Investing Activities. Cash used in investing activities was $96.8 million during the six months ended June 30, 2019 compared to $158.6 million for the same period in 2018. A $47.0 million year-over-year increase in cash outlays for the purchase of property and equipment was offset as cash proceeds from maturities of investment securities (net of purchases) were $127.4 million during the six months ended June 30, 2019, compared to $30.4 million for the same period in 2018. Additionally, in the first six months of 2019 we had an $11.7 million increase in cash from other investing activities compared to the same period last year, mostly related to proceeds received from the sales of MD-80 parts.

Financing Activities. Cash provided by financing activities for the six months ended June 30, 2019 was $191.6 million, compared to $153.1 million cash used in financing activities during the same period in 2018. This year-over-year fluctuation is primarily due to debt proceeds, as we entered into debt agreements totaling $770.4 million during the six months ended June 30, 2019, compared to $10.8 million in the first half of 2018. The increase in debt proceeds was partially offset by an increase in principal payments on, and early payoffs of, long-term debt and finance lease obligations in the current year compared to 2018.

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 information concerning our possible or assumed future results of operations, business strategies, fleet plan, financing plans, competitive position, industry environment, potential growth opportunities, future service to be provided, the effects of future regulation and competition, and the development of a resort in Southwest Florida. 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” 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, an accident involving, or problems with, our aircraft, public perception of our safety, our reliance on our automated systems, our reliance on third parties to deliver aircraft under contract to us on a timely basis, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, the ability to obtain regulatory approvals as needed , the effect of economic conditions on leisure travel, debt covenants and balances, the ability to finance aircraft under contract, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the possible loss of key personnel, economic and other conditions in markets in which we operate, the ability to successfully develop and finance a resort in Southwest Florida, governmental regulation, increases in maintenance costs and cyclical and seasonal fluctuations in our operating results.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no changes to our critical accounting policies and estimates, as of June 30, 2019, from those disclosed in the Consolidated Financial Statements and accompanying notes contained in our 2018 Form 10-K.

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, as aircraft fuel expense represented 29.5 percent of our operating expenses for the six months ended June 30, 2019. 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 three and six months ended June 30, 2019, a hypothetical ten percent increase in the average price per gallon of fuel would

29


have increased fuel expense by approximately $11.9 million and $21.6 million, respectively. We have not hedged fuel price risk for many years.

Interest Rates

As of June 30, 2019, we had $1.2 billion in variable-rate debt, including current maturities and without reduction for related costs. A hypothetical 100 basis point increase in market interest rates for the three and six months ended June 30, 2019, would have affected interest expense by approximately $2.2 million and $4.6 million, respectively.

As of June 30, 2019, we had $202.9 million of fixed-rate debt, including current maturities and without reduction for related costs. Of this amount, $102.1 million was repaid in July 2019. A hypothetical 100 basis point change in market interest rates would not impact interest expense on our fixed rate debt as of such date.

Item 4. Controls and Procedures

As of June 30, 2019, 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.

Except as noted below, there were no changes in our internal control over financial reporting that occurred during the quarter ending June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Effective January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). Although the New Lease Standard did not have a material impact on our ongoing net income, changes were made to relevant business processes and the related control activities in order to monitor and maintain appropriate controls over financial reporting. The operating effectiveness of these changes will be evaluated as part of our annual assessment on the effectiveness of internal controls over financial reporting.

 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.

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

Our Repurchases of Equity Securities

The following table reflects the repurchases of our common stock during the second quarter 2019:

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)
April
 
388

 
$
131.74

 
None
 
 
May
 
4,703

 
$
144.31

 
None
 
 
June
 

 
$

 
None
 
 
Total
 
5,091

 
$
143.35

 
 
 
$
100,000

(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 the 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 the 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


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Item 6. Exhibits
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
(1) Incorporated by reference to Exhibit filed with Registration Statement #333-134145 filed by the Company with the Commission and amendments thereto.
(2) Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on April 25, 2018.
(3) Certain confidential information in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.



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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:
July 31, 2019
By:
/s/ Gregory Anderson
 
 
Gregory Anderson, as duly authorized officer of the Company (Chief Financial Officer) and as Principal Financial Officer

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