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United States securities and exchange commission logo
March 15, 2021
Barry L. Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re: Frontier Group
Holdings, Inc.
Registration
Statement on Form S-1
Filed March 8, 2021
File No. 333-254004
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February
26, 2021
CIK No. 0001670076
Dear Mr. Biffle:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement Filed on Form S-1
Summary
Overview, page 2
1. We note your disclosure
that you have increased your ancillary revenues from $12.80 per
passenger in 2013 to
$57.11 per passenger in 2019 and $62.45 per passenger in 2020.
Please define what you
consider "ancillary revenues."
Barry L. Biffle
FirstName LastNameBarry L. Biffle
Frontier Group Holdings, Inc.
Comapany
March NameFrontier Group Holdings, Inc.
15, 2021
March2 15, 2021 Page 2
Page
FirstName LastName
Summary
Low Fares Done Right - Our Business Strategy
Strong Liquidity and Capital Structure, page 9
2. We note that your total available liquidity of $963 million includes
$161 million of
income tax receivable you expect to collect in 2021. Tell us why you
believe it is
appropriate to include an amount you have not collected or have access
to in a liquidity
measure as of December 31, 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
72
3. We reviewed your response to comment 7. Discuss and analyze your
financial position
and the changes in your financial condition as required by Item 303(a)
and (b) of
Regulation S-K. Specifically, discuss and analyze material changes to
your balance sheet
and discuss material events and uncertainties that may impact your
future financial
condition. Also discuss and analyze statistical data that you believe
will enhance
understanding of your financial condition.
Operating Expenses
Aircraft Rent, page 76
4. You state that $33 million of rent related to 2020 was deferred to
2021 which favorably
impacted your cash flows and results of operations. To ensure a
balanced discussion,
discuss the impact this deferral will have on 2021 and specify whether
the deferred
payments will be in addition to contractual 2021 rental payments.
Trends and Uncertainties Affecting Our Business, page 78
5. In the fourth paragraph of this section you present and discuss
Adjusted CASM including
net interest. Please also present and discuss CASM alongside this
measure.
Results of Operations, page 84
6. We note your presentation of Adjusted CASM + net interest and CASM +
net interest.
Tell us why you believe it is appropriate to adjust CASM, which is
based on operating
costs, by net interest, a non-operating expense.
Business
Competition, page 116
7. We note your presentation of Adjusted CASM (Excluding Fuel) and
Adjusted CASM +
net interest for your competitors. Please state, if true, that you
calculated the metrics for
each of the airlines shown based on publicly available information,
along with a statement
indicating that you believe the methodology you used was applied
consistently.
Barry L. Biffle
Frontier Group Holdings, Inc.
March 15, 2021
Page 3
8. We reviewed your response to comment 12. You state that the individual
measures may
not be comparable across all carriers; however, you believe the measures
taken together
provide investors with a better picture of the economic advantage
provided by the
Company s low costs. Tell us how you considered presenting CASM within
your table
alongside your current measures since that is a measure that is generally
comparable
across all carriers.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
9. Please provide supplemental disclosures of cash paid for interest
expense.
Note 17. Income Taxes, page F-43
10. You disclose a tax benefit of $147 million in 2020. Yet you disclose an
effective income
tax rate of 39.5%. Please revise your federal statutory income tax rate
reconciliation.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Yong Kim at (202) 551-3323 or Gus Rodriguez, Accounting
Branch
Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements
and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura
Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
FirstName LastNameBarry L. Biffle
Division of
Corporation Finance
Comapany NameFrontier Group Holdings, Inc.
Office of Energy &
Transportation
March 15, 2021 Page 3
cc: Tony Richmond
FirstName LastName