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Frontier Group Holdings, Inc. - Quarter Report: 2024 June (Form 10-Q)

Pre-tax impact— — — 1 Tax benefit (expense), related to non-GAAP adjustments— — — — 
Valuation allowance(b)
— — 5 — Net income (loss) impact$— $— $5 $1 Adjusted net income (loss)$31 $71 $10 $59 Adjusted pre-tax income (loss) reconciliation (unaudited):Income (loss) before income taxes$32 $88 $8 $71 Pre-tax impact— — — 1 Adjusted pre-tax income (loss)$32 $88 $8 $72 EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR reconciliation (unaudited):Net income (loss)$31 $71 $5 $58 Plus (minus):Interest expense8 7 17 13 Capitalized interest(7)(6)(16)(12)Interest income and other(8)(10)(15)(18)Income tax expense (benefit)1 17 3 13 Depreciation and amortization18 12 34 23 EBITDA43 91 28 77 Plus: Aircraft rent147 148 306 279 EBITDAR$190 $239 $334 $356 EBITDA$43 $91 $28 $77 
Plus (minus)(a)
Transaction and merger-related costs— — — 1 Adjusted EBITDA43 91 28 78 Plus: Aircraft rent147 148 306 279 Adjusted EBITDAR$190 $239 $334 $357 ___________________
(a)See “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest” above for discussion on adjusting items.
(b)During the six months ended June 30, 2024, we recorded a $5 million non-cash valuation allowance against our U.S. federal and state net operating loss deferred tax assets, which largely do not expire, mainly as a result of being in a three-year historical cumulative pre-tax loss position and due to the loss generated during the three months ended March 31, 2024, which has no impact on cash taxes and is not reflective of our effective tax rate for deductible net operating losses generated or actual cash tax obligations created. Please refer to “Notes to Condensed Consolidated Financial Statements—11. Income Taxes” for additional information.
See Notes to Condensed Consolidated Financial Statements
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Comparative Operating Statistics
The following table sets forth our operating statistics for the three and six months ended June 30, 2024 and 2023. These operating statistics are provided because they are commonly used in the airline industry and, as such, allow readers to compare our performance against our results for the corresponding prior year period, as well as against the performance of our peers.
Three Months Ended June 30,
Change
Six Months Ended June 30,Change
2024202320242023
Operating statistics (unaudited)(a)
Available seat miles (“ASMs”) (millions)10,552 9,337 13 %19,998 18,112 10 %
Departures57,176 45,408 26 %105,842 88,120 20 %
Average stage length (miles)899 1,038 (13)%925 1,045 (11)%
Block hours147,506 128,854 14 %279,563 251,824 11 %
Average aircraft in service145 123 18 %141 122 16 %
Aircraft – end of period148 126 17 %148 126 17 %
Average daily aircraft utilization (hours)11.2 11.5 (3)%10.9 11.4 (4)%
Passengers (thousands)8,899 7,596 17 %15,904 14,422 10 %
Average seats per departure204 198 3 %203 197 3 %
Revenue passenger miles (“RPMs”) (millions)8,238 7,964 3 %15,107 15,226 (1)%
Load Factor78.1 %85.3 %(7.2) pts75.5 %84.1 %(8.6) pts
Fare revenue per passenger ($)39.91 47.59 (16)%42.68 46.05 (7)%
Non-fare passenger revenue per passenger ($)66.80 76.89 (13)%70.15 77.06 (9)%
Other revenue per passenger ($)2.54 2.75 (8)%2.71 2.72 — %
Total ancillary revenue per passenger ($)69.34 79.64 (13)%72.86 79.78 (9)%
Total revenue per passenger ($)109.25 127.23 (14)%115.54 125.83 (8)%
Total revenue per available seat mile (“RASM”) (¢)9.21 10.35 (11)%9.19 10.02 (8)%
Cost per available seat mile (“CASM”) (¢)8.98 9.51 (6)%9.22 9.72 (5)%
CASM (excluding fuel) (¢) (b)
6.24 6.90 (10)%6.46 6.77 (5)%
CASM + net interest (¢) (b)
8.90 9.41 (5)%9.15 9.63 (5)%
Adjusted CASM (¢) (b)
8.98 9.51 (6)%9.22 9.71 (5)%
Adjusted CASM (excluding fuel) (¢) (b)
6.24 6.90 (10)%6.46 6.76 (4)%
Adjusted CASM (excluding fuel), stage-length adjusted to 1,000 miles (¢) (b)(c)
5.92 7.03 (16)%6.21 6.91 (10)%
Adjusted CASM + net interest (¢) (b)
8.90 9.41 (5)%9.15 9.62 (5)%
Fuel cost per gallon ($)2.84 2.69 6 %2.88 3.06 (6)%
Fuel gallons consumed (thousands)101,690 90,379 13 %191,347 174,966 9 %
Full-time equivalent employees8,100 6,692 21 %8,100 6,692 21 %
_______________
(a)Figures may not recalculate due to rounding. See “Glossary of Airline Terms” for definitions of terms used in this table.
(b)These metrics are not calculated in accordance with GAAP. For the reconciliation to corresponding GAAP measures, see “Results of Operations—Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”
(c)Stage-length adjusted to 1,000 miles: Adjusted CASM (excluding fuel) * Square root (stage length / 1,000).
See Notes to Condensed Consolidated Financial Statements
34
Liquidity, Capital Resources and Financial Position
Overview
As of June 30, 2024, we had $658 million in total available liquidity, made up of cash and cash equivalents. We had $452 million of total debt, net, of which $263 million is short-term and consists primarily of amounts outstanding under our pre-delivery deposit payment (“PDP”) facility (as amended from time to time, the “PDP Financing Facility”). Our total debt, net is comprised of $300 million outstanding under our PDP Financing Facility, $83 million outstanding under our pre-purchased miles facility with Barclays Bank Delaware (“Barclays”), $66 million in 10-year, low-interest loans from the U.S. Department of the Treasury (the “Treasury,” and such loans, the “PSP Promissory Notes”) and $6 million in secured indebtedness for our headquarters building, partially offset by $3 million in deferred debt acquisition costs and other discounts.
The previous note related to our headquarters had a maturity date in June 2024 and we repaid the remaining outstanding balance, inclusive of any unpaid principal, interest, and other amounts, during the three months ended June 30, 2024. Subsequent to the payoff of the loan, we entered into a loan agreement in the amount of $6 million, with a maturity date in June 2031, which was outstanding on our condensed consolidated balance sheet as of June 30, 2024. Please refer to “Notes to Condensed Consolidated Financial Statements—6. Debt” for additional information.
In connection with the PSP Promissory Notes and the term loan facility entered into with the Treasury on September 28, 2020, which was repaid in full on February 2, 2022, we issued warrants to purchase 3,117,940 shares of our common stock at a weighted-average price of $6.95 per share. We have the intent and ability to settle the warrants issued in common shares and we have classified the warrant liability to additional paid-in-capital on our condensed consolidated balance sheet. These warrants will expire between May 2025 and June 2026. No warrants have been exercised as of June 30, 2024.
We continue to monitor our covenant compliance with various parties, including, but not limited to, our lenders and credit card processors. As of the date of this report, we are in compliance with all of our covenants.
The following table presents the major indicators of our financial condition and liquidity as of:
June 30, 2024December 31, 2023
($ in millions)
Cash and cash equivalents$658 $609 
Total current assets, excluding cash and cash equivalents$289 $262 
Total current liabilities, excluding current maturities of long-term debt, net and operating leases$957 $858 
Current maturities of long-term debt, net$263 $251 
Long-term debt, net$189 $219 
Stockholders’ equity$520 $507 
Debt to capital ratio47 %48 %
Debt to capital ratio, including operating lease obligations89 %87 %
Use of Cash and Future Obligations
We expect to meet our cash requirements for the next twelve months through use of our available cash and cash equivalents, our PDP Financing Facility and cash flows from operating activities. We expect to meet our long-term cash requirements with cash flows from operating and financing activities, including, but not limited to, potential future borrowings under the PDP Financing Facility and/or potential issuances of debt or equity. We also have unencumbered loyalty and brand related assets, which we believe could generate significant additional liquidity, if desired. Our primary uses of cash are for working capital, aircraft PDPs, debt repayments and capital expenditures.
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Our single largest capital commitment relates to the acquisition of aircraft. As of June 30, 2024, we operated all of our 148 aircraft under operating leases. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each aircraft’s delivery date. As of June 30, 2024, we had $392 million of PDPs held by Airbus which have been partially financed by our PDP Financing Facility. As of June 30, 2024, our PDP Financing Facility, which allows us to draw up to an aggregate of $365 million, had $300 million outstanding. As of June 30, 2024, we had a firm obligation to purchase 198 A320neo family aircraft and 14 additional spare engines to be delivered by 2029. Of our aircraft commitments, 13 had committed operating leases for 2024 and 2025 deliveries, and 15 were subject to non-binding letters of intent to provide operating lease financing for 2025 and 2026 deliveries. We intend to evaluate financing options for the remaining aircraft.
During the three months ended June 30, 2024, we reached an agreement with one of our aircraft lessors which eliminated requirements to pay maintenance reserves held as collateral in advance of our required performance of major maintenance activities on its aircraft leases. As a result of the agreement, the lessor disbursed back to us previously paid aircraft maintenance deposits of approximately $104 million, resulting in us no longer having any aircraft maintenance deposits with any of our lessors as of June 30, 2024.
The following table summarizes current and long-term material cash requirements as of June 30, 2024, which we expect to fund primarily with operating and financing cash flows (in millions):
Material Cash Requirements
Remainder of 20242025202620272028ThereafterTotal
Debt obligations(a)
$141 $159 $— $— $69 $86 $455 
Interest commitments(b)
13 12 10 10 9 8 62 
Operating lease obligations(c)
307 622 595 566 490 2,180 4,760 
Flight equipment purchase obligations(d)
668 2,224 2,477 2,066 2,467 2,002 11,904 
Total$1,129 $3,017 $3,082 $2,642 $3,035 $4,276 $17,181 
__________________
(a)Includes principal commitments only associated with our PDP Financing Facility with borrowings as of June 30, 2024 pertaining to aircraft with deliveries through 2025, our affinity card unsecured debt due through 2029, our building note through June 2031 and the PSP Promissory Notes due through 2031. See “Notes to Condensed Consolidated Financial Statements — 6. Debt”.
(b)Represents interest on debt obligations.
(c)Represents gross cash payments related to our operating lease obligations that are not subject to discount as compared to the obligations measured on our condensed consolidated balance sheets. See “Notes to Condensed Consolidated Financial Statements — 7. Operating Leases”.
(d)Represents purchase commitments for aircraft and engines. In August 2024, Airbus agreed to an amended delivery schedule which delays previously scheduled firm aircraft delivery dates from 2025 through 2028 to later years. The table above reflects our commitments as of June 30, 2024 and does not reflect our aircraft purchase commitments after giving effect to this revised delivery schedule. See “Notes to Condensed Consolidated Financial Statements — 9. Commitments and Contingencies” and “Notes to Condensed Consolidated Financial Statements — 14. Subsequent Events” for further detail.
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Cash Flows
The following table presents information regarding our cash flows in the six months ended June 30, 2024 and 2023 (in millions):
Six Months Ended June 30,
20242023
Net cash used in operating activities$(13)$(34)
Net cash used in investing activities(34)(33)
Net cash provided by financing activities96 86 
Net increase in cash, cash equivalents and restricted cash49 19 
Cash, cash equivalents and restricted cash at beginning of period609 761 
Cash, cash equivalents and restricted cash at end of period$658 $780 
Operating Activities
During the six months ended June 30, 2024, net cash used in operating activities totaled $13 million, which was driven by non-cash adjustments of $102 million partially offset by $5 million of net income and $84 million of inflows from changes in operating assets and liabilities.
The $84 million of inflows from changes in operating assets and liabilities included:
•$82 million in decreases in our capitalized aircraft maintenance deposits;
•$70 million in increases in our air traffic liability driven by increased bookings;
•$28 million in increases in other liabilities driven primarily by passenger taxes payable;
•$9 million in increases in accounts payable; and
•$1 million in decreases in supplies and other current assets; partially offset by
•$105 million in increases in other long-term assets primarily driven by increases in prepaid maintenance, capitalized maintenance, and supplier incentives; and
•$1 million in increases in accounts receivable.
Our net income of $5 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:
•$148 million in gains recognized on sale-leaseback transactions; partially offset by
•$34 million in depreciation and amortization;
•$9 million in stock-based compensation expense; and
•$3 million in deferred income tax expense.
During the six months ended June 30, 2023, net cash used in operating activities totaled $34 million, which was driven by $79 million of outflows from changes in operating assets and liabilities and non-cash adjustments totaling $13 million, partially offset by $58 million of net income.
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The $79 million of outflows from changes in operating assets and liabilities included:
•$93 million in increases in other long-term assets driven by increases in capitalized maintenance, prepaid maintenance, prepaid bonuses and capitalized interest;
•$60 million in decreases in other liabilities driven primarily by leased aircraft return payments and decreased return costs, and other related accruals; and
•$9 million in increases in aircraft maintenance deposits; partially offset by
•$40 million in increases in our air traffic liability;
•$28 million in decreases in accounts receivable due to station and credit card receivables;
•$9 million in decreases in supplies and other current assets; and
•$6 million in increases in accounts payable.
Our net income of $58 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:
•$57 million in gains recognized on sale-leaseback transactions; partially offset by
•$23 million in depreciation and amortization;
•$13 million in deferred tax expense;
•$7 million in stock-based compensation expense; and
•$1 million in amortization of cash flow hedges, net of tax.
As of June 30, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our results of operations, financial condition or cash flows.
Investing Activities
During the six months ended June 30, 2024, net cash used in investing activities totaled $34 million, driven by:
•$48 million in cash outflows for capital expenditures; and
•$1 million in cash outflows relating to other investing activity; partially offset by
•$15 million in net proceeds for PDP activity.
During the six months ended June 30, 2023, net cash used in investing activities totaled $33 million, driven by:
•$23 million in cash outflows for capital expenditures;
•$9 million in net outflows for PDP activity; and
•$1 million in cash proceeds relating to other investing activity.
Financing Activities
During the six months ended June 30, 2024, net cash provided by financing activities was $96 million, driven by:
•$142 million in cash proceeds from debt issuances, consisting of $133 million drawn on our PDP Financing Facility, $6 million in new borrowing on our building note and a $3 million draw on our Barclays facility;
•$116 million in net proceeds received from sale-leaseback transactions; and
•$1 million in proceeds from the exercise of stock options; partially offset by
•$161 million in cash outflows from principal repayments on debt, which includes $145 million on our PDP Financing Facility and $16 million on our building note that reached maturity; and
•$2 million in cash outflows for payments related to tax withholdings of share-based awards.
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During the six months ended June 30, 2023, net cash provided by financing activities was $86 million, primarily driven by:
•$89 million in cash inflows from sale-leaseback transactions and spare engines delivered during the six months ended June 30, 2023; and
•$52 million in cash proceeds from debt issuances, consisting of $44 million in draws on our PDP Financing Facility and $9 million in draws on our Barclays facility, net of issuance costs; partially offset by
•$51 million in cash outflows from principal repayments on our PDP Financing Facility; and
•$5 million in cash outflows for payments related to tax withholdings of share-based awards.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates during the six months ended June 30, 2024. For information regarding our critical accounting policies and estimates, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in Part II, Item 7 of our 2023 Annual Report.
Recently Adopted Accounting Pronouncements
See “Notes to Consolidated Financial Statements —1. Summary of Significant Accounting Policies” included in Part II, Item 8 of our 2023 Annual Report for a discussion of recent accounting pronouncements.
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GLOSSARY OF AIRLINE TERMS
Set forth below is a glossary of industry terms:
“A320neo family” means, collectively, the Airbus series of single-aisle aircraft that feature the new engine option, including the A320neo and A321neo aircraft.
“Adjusted CASM” is a non-GAAP measure and means operating expenses, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Adjusted CASM including net interest” or “Adjusted CASM + net interest” is a non-GAAP measure and means the sum of Adjusted CASM and net interest expense (income) excluding special items divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Adjusted CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Air traffic liability” means the value of tickets, unearned membership fees and other related fees sold in advance of travel.
“Ancillary revenue” means the sum of non-fare passenger revenue and other revenue.
“Available seat miles” or “ASMs” means seats (empty or full) multiplied by miles the seats are flown.
“Average aircraft in service” means the average number of aircraft used in flight operations, as calculated on a daily basis.
“Average daily aircraft utilization” means block hours divided by number of days in the period divided by average aircraft in service.
“Average stage length” means the average number of miles flown per flight segment.
“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.
“CASM” or “unit costs” means operating expenses divided by ASMs.
“CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, divided by ASMs.
“CASM including net interest” or “CASM + net interest” is a non-GAAP measure and means the sum of CASM and net interest expense (income) divided by ASMs.
“DOT” means the United States Department of Transportation.
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“Fare revenue” consists of base fares for air travel, including miles redeemed under our frequent flyer program, unused and expired passenger credits, other redeemed or expired travel credits and revenue derived from charter flights.
“Fare revenue per passenger” means fare revenue divided by passengers.
“Load factor” means the percentage of aircraft seat miles actually occupied on a flight (RPMs divided by ASMs).
“Net interest expenses (income)” means interest expense, capitalized interest, interest income and other.
“Non-fare passenger revenue” consists of fees related to certain ancillary items such as baggage, service fees, seat selection, and other passenger-related revenue that is not included as part of base fares for travel.
“Non-fare passenger revenue per passenger” means non-fare passenger revenue divided by passengers.
“Other revenue” consists primarily of services not directly related to providing transportation, such as the advertising, marketing and brand elements of the FRONTIER Miles affinity credit card program and commissions revenue from the sale of items such as rental cars and hotels.
“Other revenue per passenger” means other revenue divided by passengers.
“Passengers” means the total number of passengers flown on all flight segments.
“Passenger revenue” consists of fare revenue and non-fare passenger revenue.
“PDP” means pre-delivery deposit payments, which are payments required by aircraft manufacturers in advance of delivery of the aircraft.
“RASM” or “unit revenue” means total revenue divided by ASMs.
“Revenue passenger miles” or “RPMs” means the number of miles flown by passengers.
“Total ancillary revenue per passenger” means ancillary revenue divided by passengers.
“Total revenue per passenger” means the sum of fare revenue, non-fare passenger revenue, and other revenue (collectively, “Total Revenue”) divided by passengers.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are subject to market risks in the ordinary course of our business. These risks include commodity price risk, with respect to aircraft fuel, as well as interest rate risk, specifically with respect to our floating rate obligations and aircraft lease contracts. The adverse effects of changes in these markets could pose a potential loss 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 vary materially due to changes in the price and availability of aircraft fuel and are also impacted by the number of aircraft in use and the number of flights we operate. Aircraft fuel represented approximately 30%, 30%, 27% and 30% of total operating expenses for the three and six months ended June 30, 2024 and 2023, respectively. Unexpected changes in the pricing of aircraft fuel or a shortage or disruption in the supply could have a material adverse effect on our business, results of operations and financial condition. Based on our fuel consumption for the 12 months ended June 30, 2024, a hypothetical 10% increase in the average price per gallon of aircraft fuel would have increased aircraft fuel expense by approximately $114 million.
Interest Rates. We are subject to market risk associated with changing interest rates, due to Secured Overnight Financing Rate (“SOFR”) based interest rates on our PDP Financing Facility and Effective Federal Funds Rate (“EFFR”) based interest rates on our affinity card advance purchase of miles. During the six months ended June 30, 2024, as applied to our average debt balances, a hypothetical increase of 100 basis points in average annual interest rates on our variable-rate debt would have increased the annual interest expense by $4 million.
We are also exposed to interest rate risk through aircraft lease contracts for the time period between agreement of terms and commencement of the lease, where portions of the rental payments are adjusted and become fixed based on swap rates. As part of our risk management program, we have historically entered into contracts in order to limit the exposure to fluctuations in interest rates. During each of the three and six months ended June 30, 2024 and 2023, we did not enter into any swaps and, therefore, paid no upfront premiums for interest rate hedges. As of June 30, 2024, we had no interest rate hedges outstanding.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the three months ended June 30, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we have been and will continue to be subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained. We believe the ultimate outcome of such lawsuits, proceedings and reviews is not reasonably likely, individually or in the aggregate, to have a material adverse effect on our business, results of operations and financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” contained in our 2023 Annual Report, other than the risk factors disclosed in Item 1A “Risk Factors” contained in our Quarterly Report for the quarter ended March 31, 2024. Investors are urged to review all such risk factors carefully.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
We do not have a share repurchase program and no shares were repurchased during the second quarter of 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Flight Equipment Commitments
On August 7, 2024, the Company and Airbus entered into a binding term sheet, subject to execution of customary closing documentation, to, among other things, update the remaining firm aircraft purchase order delivery schedule, which defers previously scheduled firm aircraft delivery dates from 2025 through 2028 to later years. These changes are reflected in the table below and reflect scheduled aircraft received in July 2024:
A320neoA321neoTotal AircraftEngines
Year Ending
Remainder of 2024    
2025    
2026    
2027    
2028    
Thereafter    
Total    

The foregoing information is included for the purpose of providing the disclosures required under “Item 1.01 – Entry Into a Material Definitive Agreement” of Form 8-K.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended June 30, 2024, none of our directors or officers , modified or any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement” except as follows:
, , our , a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to shares of our common stock until .
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ITEM 6. EXHIBITS
Incorporated by Reference Filed Herewith
Exhibit Number
Exhibit DescriptionForm File NumberDateNumber
3.1
8-K001-403044/6/20213.1
3.2
8-K
001-403047/25/20243.1
4.1
S-1333-2540043/8/20214.2
4.2
X
10.1†
X
10.2
X
10.3
X
31.1
X
31.2
X
32.1*
X
32.2*
X
101.INS
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document.X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X
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__________________
*    The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
†     Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
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SIGNATURE
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.
FRONTIER GROUP HOLDINGS, INC.
Date: August 8, 2024By: /s/ Mark C. Mitchell
Mark C. Mitchell
Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
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