SEC Filing | Frontier Group Holdings, Inc.

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fron-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ 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 001-40304

https://cdn.kscope.io/c2431f25acd3ab931ab0ce3b48dade34-fron-20220331_g1.jpg

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware			46-3681866
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

4545 Airport Way

Denver, CO 80239

(720) 374-4550

(Address of principal executive offices, including zip code, and registrant’s telephone number, including area code)

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, $0.001 par value

ULCC

The Nasdaq Stock Market LLC

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 217,550,059 shares of common stock, par value of $0.001, outstanding as of May 6, 2022.

TABLE OF CONTENTS


			Page
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Operations			5

Condensed Consolidated Statements of Cash Flows			6
Condensed Consolidated Statements of Stockholders’ Equity			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Glossary of Airline Terms			42
Item 3. Quantitative and Qualitative Disclosures about Market Risk			44
Item 4. Controls and Procedures			44

Part II. Other Information
Item 1. Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			86
Item 3. Defaults Upon Senior Securities			87
Item 4. Mine Safety Disclosures			87
Item 5. Other Information			87
Item 6. Exhibits			87

Signature			89

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical factors are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “intends,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “targets,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 23, 2022. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A, “Risk Factors”, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other factors set forth in other parts of this Quarterly Report on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Summary Risk Factors

Our business is subject to a number of risks and uncertainties that may affect our business, results of operations and financial condition, or the trading price of our common stock or other securities. We are also subject to risks in relation to the proposed merger with Spirit Airlines, Inc. (“Spirit”). We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risks and uncertainties emerge from time to time. Management cannot predict such new risks and uncertainties, nor can it assess the extent to which any of the risk factors below or any such new risks and uncertainties, or any combination thereof, may impact our business. The risks identified below are more fully described in Part II, Item 1A. Risk Factors. Such factors include:

Risks Related to Our Industry

•the impact the COVID-19 pandemic and measures to reduce its spread continue to have on our business, results of operations and financial condition and the timing and nature of the related recovery of the airline industry;

•certain restrictions on our business in connection with accepting financial assistance under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and related legislation;

•the ability to operate in an exceedingly competitive industry against legacy network airlines, low-cost carriers (“LCCs”) and other ultra low-cost carriers (“ULCCs”);

•the price and availability of aircraft fuel;

•any restrictions on or increased taxes applicable to charges for non-fare products and services paid by airline passengers or the imposition of burdensome consumer protection regulations or laws;

•changes in economic conditions;

•competition from air travel substitutes;

•threatened or actual terrorist attacks or security concerns;

•factors beyond our control, including air traffic congestion at airports, air traffic control inefficiencies, government shutdowns, aircraft and engine defects, adverse weather conditions, increased security measures, or outbreak of disease;

•our presence in international emerging markets that may experience political or economic instability;

•increases in insurance costs or inability to secure adequate insurance coverage;

•decline or suspension in funding or operations of the U.S. federal government or its agencies; and

•deployment of new 5G C-band service by wireless communications service providers.

Risks Related to the Merger

•the pendency of the proposed merger may cause disruption in our business;

•failure to complete the merger in a timely manner or at all could negatively impact the market price of our common stock, as well as our future business and our results of operations and financial condition;

•in order to complete the merger, we and Spirit must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions, completion of the merger may be jeopardized or the anticipated benefits of the merger could be reduced;

•although we expect that the merger will result in synergies and other benefits to us, we may not realize those benefits because of difficulties related to integration, the achievement of such synergies and other challenges;

•we face challenges in integrating our computer, communications and other technology systems;

•the combined company is expected to incur substantial expenses related to the merger and the integration of Frontier and Spirit;

•uncertainties associated with the merger may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of the combined company;

•the future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the merger;

•following the closing of the merger, we will be bound by all of the obligations and liabilities of both companies; and

•the need to integrate the Frontier and Spirit workforces following the merger and negotiate new joint labor agreements presents the potential for delay in achieving expected synergies, increased labor costs or labor disputes that could adversely affect the combined company’s operations.

Risks Related to Our Business

•our failure to implement our business strategy successfully;

•our ability to control our costs and maintain a competitive cost structure;

•our ability to grow or maintain our unit revenues or maintain our non-fare revenues;

•any increased labor costs, union disputes and other labor-related disruptions;

•our inability to expand or operate reliably and efficiently out of airports where we operate or desire to operate;

•any damage to our reputation or brand image could adversely affect our business or financial results;

•our reputation and business being adversely affected in the event of an emergency, accident, or similar public incident involving our aircraft or personnel;

•any negative publicity regarding our customer service;

•our inability to maintain a high daily aircraft utilization rate;

•any changes in governmental regulation;

•the impact of climate change and related regulations and consumer preferences;

•our ability to obtain financing or access capital markets;

•the long-term nature of our fleet order book and the unproven new engine technology utilized by the aircraft in our order book;

•our maintenance obligations;

•aircraft-related fixed obligations that could impair our liquidity; and

•our reliance on third-party specialists and other commercial partners to perform functions integral to our operations.

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited, in millions, except for share and per share data)


	March 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	727	$	918

Accounts receivable, net	60		50
Supplies, net	41		29
Other current assets	48		40
Total current assets	876		1,037
Property and equipment, net	191		186
Operating lease right-of-use assets	2,403		2,426
Pre-delivery deposits for flight equipment	285		260
Aircraft maintenance deposits	102		98
Intangible assets, net	28		29
Other assets	251		199
Total assets	$	4,136	$	4,235
Liabilities and stockholders’ equity
Accounts payable	$	93	$	86
Air traffic liability	363		273
Frequent flyer liability	14		13
Current maturities of long-term debt, net	145		127
Current maturities of operating leases	446		444
Other current liabilities	387		383
Total current liabilities	1,448		1,326
Long-term debt, net	207		287
Long-term operating leases	1,964		1,991
Long-term frequent flyer liability	37		41
Other long-term liabilities	71		60
Total liabilities	3,727		3,705
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value per share, with 217,499,881 and 217,065,096 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	—		—
Additional paid-in capital	381		381
Retained earnings	38		159
Accumulated other comprehensive income (loss)	(10)		(10)
Total stockholders’ equity	409		530
Total liabilities and stockholders’ equity	$	4,136	$	4,235

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(unaudited, in millions, except for per share data)


	Three Months Ended March 31,
		2022		2021
Operating revenues:
Passenger		$	588	$	262
Other		17		9
Total operating revenues		605		271
Operating expenses:
Aircraft fuel		215		84
Salaries, wages and benefits		172		139
Aircraft rent		128		138
Station operations		105		70
Sales and marketing		32		17
Maintenance materials and repairs		34		26
Depreciation and amortization		13		8
CARES Act credits		—		(136)
Transaction and merger-related costs		11		—
Other operating		48		17
Total operating expenses		758		363
Operating income (loss)		(153)		(92)
Other income (expense):
Interest expense		(9)		(22)
Capitalized interest		1		1

Total other income (expense)		(8)		(21)
Income (loss) before income taxes		(161)		(113)
Income tax expense (benefit)		(40)		(22)
Net income (loss)		$	(121)	$	(91)
Earnings (loss) per share:
Basic		$	(0.56)	$	(0.46)
Diluted		$	(0.56)	$	(0.46)

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in millions)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	(121)	$	(91)
Deferred income taxes	(40)		(22)
Depreciation and amortization	13		8
Gains recognized on sale-leaseback transactions	(7)		(15)
Loss on extinguishment of debt	7		—

Warrant liability unrealized loss	—		20
Stock-based compensation	3		3



Changes in operating assets and liabilities:
Accounts receivable	(9)		(20)
Supplies and other current assets	(13)		(13)
Aircraft maintenance deposits	(4)		(4)
Other long-term assets	(17)		(8)
Accounts payable	5		6
Air traffic liability	90		95
Other liabilities	6		71
Cash provided by (used in) operating activities	(87)		30
Cash flows from investing activities:
Capital expenditures	(7)		(3)
Pre-delivery deposits for flight equipment, net of refunds	(25)		12
Other	(1)		(2)
Cash provided by (used in) investing activities	(33)		7
Cash flows from financing activities:
Proceeds from issuance of debt	97		26
Principal repayments on debt	(165)		(22)
Proceeds from sale-leaseback transactions	—		13


Minimum tax withholdings on share-based awards	(3)		(3)
Cash provided by (used in) financing activities	(71)		14
Net increase (decrease) in cash, cash equivalents and restricted cash	(191)		51
Cash, cash equivalents and restricted cash, beginning of period	918		378
Cash, cash equivalents and restricted cash, end of period	$	727	$	429

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited, in millions, except for share data)


	Common Stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Total
	Shares	Amount
Balance at December 31, 2020	199,438,098	$	—	$	60	$	261	$	(11)	$	310
Net loss	—	—		—		(91)		—		(91)
Shares issued in connection with vesting of restricted stock units	505,438	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(146,490)	—		(3)		—		—		(3)
Restricted stock unit repurchases	(20,368)	—		—		—		—		—
Stock option exercises	640,121	—		—		—		—		—
Stock-based compensation	—	—		3		—		—		3
Balance at March 31, 2021	200,416,799	$	—	$	60	$	170	$	(11)	$	219

Balance at December 31, 2021	217,065,096	$	—	$	381	$	159	$	(10)	$	530
Net loss	—	—		—		(121)		—		(121)
Shares issued in connection with vesting of restricted stock units	676,146	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(275,822)	—		(3)		—		—		(3)


Stock option exercises	34,461	—		—		—		—		—
Stock-based compensation	—	—		3		—		—		3
Balance at March 31, 2022	217,499,881	$	—	$	381	$	38	$	(10)	$	409

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Frontier Group Holdings, Inc. (“FGHI” or the “Company”) and its wholly-owned direct and indirect subsidiaries, including Frontier Airlines Holdings, Inc. (“FAH”) and Frontier Airlines, Inc. (“Frontier”). All wholly-owned subsidiaries are consolidated, with all intercompany transactions and balances being eliminated.

The Company is an ultra low-cost, low-fare airline headquartered in Denver, Colorado that offers flights throughout the United States and to select international destinations in the Americas, serving approximately 120 airports.

The Company is managed as a single business unit that primarily provides air transportation for passengers. Management has concluded there is only one reportable segment.

The accompanying condensed consolidated financial statements include the accounts of the Company and reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 23, 2022 (the “2021 Annual Report”).

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year. The air transportation business is subject to significant seasonal fluctuations and is volatile and highly affected by economic cycles and trends. In addition, the Company has continued to be impacted from the novel strain of coronavirus (“COVID-19”) pandemic during the three months ended March 31, 2022, as well as during the comparable period in 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Initial Public Offering

On March 31, 2021, the Company’s registration statement on Form S-1 relating to the Company’s initial public offering (“IPO”) was declared effective by the SEC, and the Company’s common stock began trading on the NASDAQ Global Select Market on April 1, 2021 under the symbol “ULCC”.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

2. Impact of COVID-19

Impact of the COVID-19 Pandemic

Beginning in March 2020, the rapid spread of COVID-19, along with government-mandated restrictions on travel, required stay-in-place orders, and other social distancing measures, resulted in the decline in demand for air travel which continued to have a material adverse effect on the Company’s business and results of operations for the three months ended March 31, 2022 and the comparable prior year period. Although the Company has seen significant recovery of demand through the quarter ended March 31, 2022 as compared to the corresponding prior year period, the Company is unable to predict the future spread and impact of COVID-19, including future variants of the virus such as the recent Omicron variant and its subvariants, or the efficacy and adherence rates of vaccines and other therapeutics and the resulting measures that may be introduced by governments or other parties and what impact those measures may have on the demand for air travel.

Beginning in December 2020, the Food and Drug Administration issued emergency use authorizations for various vaccines for COVID-19. Widespread distribution of the vaccines has led to increased confidence in travel, particularly in the domestic leisure market on which the Company’s business is focused. While the Company has experienced a meaningful increase in passenger volumes, as well as bookings, since the vaccines became widely available, demand recovery may continue to be hampered as a result of new variants or subvariants of the virus. The Company continues to closely monitor the COVID-19 pandemic and the need to adjust capacity as well as deploy other operational and cost-control measures, as necessary, to preserve short-term liquidity needs and ensure long-term viability of the Company and its strategies. Any anticipated adjustments to capacity and other cost savings initiatives implemented by the Company may vary from actual demand and capacity needs.

The Company continues to monitor covenant compliance with various parties, including, but not limited to, its lenders and credit card processors, and as of March 31, 2022, and through the date of this report, the Company is in compliance with all of its covenants, except the Company has obtained a waiver of relief for the covenant provisions through the second quarter of 2022 related to one of its credit card processors that represents less than 10% of total revenues, which may require future waivers or an amendment to the existing covenants to reflect any additional COVID-19 pandemic impacts.

COVID-19 Relief Funding

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) became law on March 27, 2020 and includes various provisions to protect the U.S. airline industry, its employees, and many other stakeholders. The CARES Act is a relief package intended to assist many aspects of the American economy, including providing the airline industry with up to $25 billion for a Payroll Support Program (the “PSP”) to be used for employee wages, salaries, and benefits and up to $25 billion in loans. Through 2020 and 2021, the Company participated in the PSP, as well as the second Payroll Support Program (“PSP2”) and the third Payroll Support Program (“PSP3,” and together with the PSP and the PSP2, the “PSPs”) offered by the U.S. Department of the Treasury (the “Treasury”), each of which included both a grant and an unsecured 10-year, low-interest promissory note. The grants were recognized within the Company’s condensed consolidated statements of operations over the periods they were intended to support payroll. See Note 7 for further information on the promissory notes entered into with the Treasury as a result of participation in the payroll support programs (collectively, the “PSP Promissory Notes”) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Relief Funding” in our 2021 Annual Report for additional detail on the CARES Act and the PSPs.

On September 28, 2020, the Company entered into a loan agreement with the Treasury for a term loan facility of up to $574 million pursuant to the secured loan program established under the CARES Act (the “Treasury Loan”). As of December 31, 2021, the Company had borrowed $150 million under the Treasury Loan, for which the right to draw any further funds lapsed in May 2021. On February 2, 2022, the Company repaid the Treasury Loan which included the $150 million principal balance along with accrued interest and associated fees of $1 million.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

On January 15, 2021, as a result of the Consolidated Appropriations Act, 2021 (the “PSP Extension Law”), which extended the PSP provisions of the CARES Act, the Company entered into an agreement with the Treasury for installment funding under the PSP2, under which the Company received $161 million, comprised of a $143 million grant (the “PSP2 Grant”) for the continuation of payroll support from the date of the agreement through March 31, 2021, and an $18 million unsecured 10-year, low-interest loan (the “PSP2 Promissory Note”). During the three months ended March 31, 2021, $140 million of PSP2 proceeds were received and the remaining $21 million was received during the second quarter of 2021. The Company recognized $125 million of PSP2 Grant proceeds, net of deferred financing costs, during the three months ended March 31, 2021 within CARES Act credits in the Company’s condensed consolidated statements of operations and $3 million was deferred until the second quarter of 2021. The Company received $12 million of the PSP2 Promissory Note as of March 31, 2021.

In connection with the Company’s participation in the PSPs and the Treasury Loan, the Company has been and will continue to be subject to certain restrictions and limitations, including, but not limited to:

•restrictions on repurchases of equity securities listed on a national securities exchange or payment of dividends until February 2, 2023;

•requirements to maintain certain levels of scheduled services through March 31, 2022 (including to destinations where there may currently be significantly reduced or no demand);

•a prohibition on involuntary terminations or furloughs of employees (except for health, disability, cause, or certain disciplinary reasons) through September 30, 2021;

•a prohibition on reducing the salary, wages or benefits of employees (other than executive officers or independent contractors, or as otherwise permitted under the terms of the PSPs) through September 30, 2021;

•limits on certain executive compensation, including limiting pay increases and severance pay or other benefits upon terminations, until April 1, 2023;

•limitations on the use of the grant funds exclusively for the continuation of payment of employee wages, salaries and benefits; and

•additional reporting and recordkeeping requirements.

As part of the PSP Promissory Notes and the Treasury Loan, the Company issued to the Treasury warrants to purchase 3,117,940 shares of FGHI common stock at a weighted average price of $6.95 per share. The initial fair value of these warrants upon issuance was treated as a loan discount, which reduced the carrying value of the related debt, and is amortized utilizing the effective interest method as interest expense in the Company’s condensed consolidated statements of operations over the term of each loan. These awards were originally classified as liability-based awards within other current liabilities on the condensed consolidated balance sheets, with periodic mark to market remeasurements being included in interest expense in the Company’s condensed consolidated statements of operations given the Company only had the option of settling in cash prior to being publicly traded. As a result of the IPO, the Company has the intent and ability to settle the warrants issued to the Treasury in shares and as a result, as of April 6, 2021, the Company reclassified the warrant liability to additional paid-in capital on the condensed consolidated balance sheet and is no longer required to mark to market the warrants. The Company recorded no mark to market adjustments during the three months ended March 31, 2022, and recorded $20 million during the three months ended March 31, 2021, to interest expense within the Company’s condensed consolidated statements of operations. The Treasury has not exercised any warrants as of March 31, 2022.

The CARES Act also provided for an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes that the Company qualified for beginning on April 1, 2020. In December 2020, the CARES Employee Retention Credit program was extended and enhanced through June 30, 2021. The American Rescue Plan Act, enacted on March 11, 2021, further extended the availability of the CARES Employee Retention Credit through December 31, 2021. After the first quarter of 2021, the Company did not qualify for any additional CARES Employee Retention Credits. During the three months ended March 31, 2021, the Company recognized $11 million related to the CARES Employee Retention Credit within CARES Act credits in the Company’s condensed consolidated statements of operations.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

3. Revenue Recognition

As of December 31, 2021, the Company’s current air traffic liability balance was $273 million. During the three months ended March 31, 2022, 67% of the air traffic liability as of December 31, 2021 has been recognized as passenger revenue within the condensed consolidated statements of operations. As of March 31, 2022, the Company’s current air traffic liability is $363 million, of which $47 million is related to customer rights to book future travel, which either expire within 3 or 12 months after issuance if not redeemed by the customer. The amounts expected not to be redeemed are recognized over the historical pattern of rights exercised by customers to fare revenues in passenger revenues within the condensed consolidated statements of operations.

During the three months ended March 31, 2022 and 2021, the Company recognized $22 million and $10 million of revenue, respectively, in passenger revenues within the condensed consolidated statements of operations, primarily related to expected and actual expiration of customer rights to book future travel.

Frequent Flyer Program

The Company’s Frontier Miles frequent flyer program provides frequent flyer travel awards to program members based on accumulated mileage credits. Mileage credits are generally accumulated as a result of travel, purchases using the co-branded credit card and purchases from other participating partners.

The Company defers revenue for mileage credits earned by passengers under its Frontier Miles program based on the equivalent ticket value a passenger receives by redeeming mileage credits for a ticket rather than paying cash.

Mileage credits are also sold to participating companies, including credit card companies and other third parties. Sales to credit card companies include multiple promised goods and services, which the Company evaluates to determine whether they represent performance obligations. The Company determined these arrangements have three separate performance obligations: (i) mileage credits to be awarded, (ii) licensing of brand and access to member lists and (iii) advertising and marketing efforts. Total arrangement consideration is allocated to each performance obligation on the basis of the deliverables relative standalone selling price. For mileage credits, the Company considers a number of entity-specific factors when developing the best estimate of the standalone selling price, including the number of mileage credits needed to redeem an award, average fare of comparable segments, breakage and restrictions. For licensing of brand and access to member lists, the Company considers both market-specific factors and entity-specific factors, including general profit margins realized in the marketplace and industry, brand power, market royalty rates and size of customer base. For the advertising and marketing performance obligation, the Company considers market-specific factors and entity-specific factors, including the Company’s internal costs of providing services, volume of marketing efforts and overall advertising plan.

Consideration allocated based on the relative standalone selling price to both the brand licensing and access to member lists and advertising and marketing elements is recognized as other revenue in the Company’s condensed consolidated statements of operations over time as mileage credits are delivered. The consideration allocated to the transportation portion of these mileage credit sales is deferred and recognized as a component of passenger revenue in the Company’s condensed consolidated statements of operations at the time of travel for mileage credits redeemed. Mileage credits that the Company estimates are not likely to be redeemed are subject to breakage and are recognized as a portion of passenger revenues in the Company’s condensed consolidated statements of operations in proportion to the pattern of rights exercised by customers. Management uses statistical models to estimate breakage based on historical redemption patterns. A change in assumptions as to the period over which mileage credits are expected to be redeemed, the actual redemption activity for mileage credits or the estimated fair value of mileage credits expected to be redeemed could have an impact on revenues in the year in which the change occurs and in future years. Redemptions are allocated between sold and flown mileage credits based on historical patterns.

As a result of the reduction in demand due to the COVID-19 pandemic, the Company extended the expiration dates of mileage credits issued under its frequent flyer program.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The Company has a credit card affinity agreement with its credit card partner Barclays Bank Delaware (“Barclays”) through 2029, which provides for joint marketing, grants certain benefits to co-branded credit card holders and allows Barclays to market using the Company’s customer database. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by consumers.

Operating revenues are comprised of passenger revenues, which includes fare and non-fare passenger revenues, and other revenues. Disaggregated operating revenues are as follows (in millions):


	Three Months Ended March 31,
		2022		2021
Passenger revenues:
Fare		$	229	$	100
Non-fare passenger revenues:
Service fees		162		62
Baggage		130		67
Seat selection		54		24
Other		13		9
Total non-fare passenger revenue		359		162
Total passenger revenues		588		262
Other revenues		17		9
Total operating revenues		$	605	$	271

The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by principal geographic region, as defined by the U.S. Department of Transportation (the “DOT”), are as follows (in millions):


	Three Months Ended March 31,
		2022		2021
Domestic		$	546	$	259
Latin America		59		12
Total operating revenues		$	605	$	271

During the three months ended March 31, 2022 and 2021, no revenue from any one foreign country, other than Mexico, represented greater than 5% of the Company’s total operating revenue. The Company attributes operating revenues by geographic region based upon the origin and destination of each passenger flight segment. The Company’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions.

4. Other Current Assets

Other current assets consist of the following (in millions):


	March 31, 2022		December 31, 2021
Prepaid expenses	$	23	$	14
Income tax receivable	3		3
Passenger and other taxes receivable	2		9
Other	20		14
Total other current assets	$	48	$	40

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

5. Financial Derivative Instruments and Risk Management

The Company is exposed to variability in jet fuel prices. Aircraft fuel is one of the Company’s largest operating expenses. Increases in jet fuel prices may adversely impact its financial performance, operating cash flow and financial position. As part of its risk management program, the Company may enter into derivative contracts in order to limit exposure to the fluctuations in jet fuel prices. During the three months ended March 31, 2022 and 2021, the Company did not enter into fuel hedges and therefore, paid no upfront premiums for fuel hedges. As of March 31, 2022 and December 31, 2021, there were no fuel hedges outstanding.

Additionally, the Company may be exposed to interest rate risk through aircraft lease contracts for the time period between agreement of terms and commencement of the lease, when portions of rental payments can be adjusted and become fixed based on the seven- or nine-year swap rate. As part of its risk management program, the Company may enter into contracts in order to limit the exposure to fluctuations in interest rates. During the three months ended March 31, 2022 and 2021, the Company did not enter into any swaps and therefore, paid no upfront premiums for options. As of March 31, 2022 and December 31, 2021, the Company had no interest rate hedges outstanding.

The Company formally designates and accounts for derivative instruments that meet established accounting criteria under ASC 815, Derivatives and Hedging, as cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instruments is recorded in accumulated other comprehensive income/loss (“AOCI/L”), a component of stockholders’ equity on the condensed consolidated balance sheets. The Company recognizes the associated gains or losses deferred in AOCI/L as well as the amounts that are paid or received in connection with the purchase or sale of fuel-related financial derivative instruments (i.e., premium costs of option contracts) as a component of aircraft fuel expense within the condensed consolidated statements of operations in the period that the jet fuel subject to hedging is consumed. For interest rate derivatives, the Company recognizes the associated gains or losses deferred in AOCI/L as well as amounts that are paid or received in connection with the purchase or sale of interest rate derivative instruments (i.e., premium costs of swaption contracts) as a component of aircraft rent expense within the condensed consolidated statements of operations over the period of the related aircraft lease. The assets and liabilities associated with the Company’s fuel and interest rate derivative instruments are presented on a gross basis and include upfront premiums paid. These assets and liabilities are recorded as a component of other current assets and other current liabilities, respectively, on the Company’s condensed consolidated balance sheets. The Company does not enter into derivative instruments for speculative purposes.

As of March 31, 2022 and December 31, 2021, $10 million is included in AOCI/L related to interest rate hedging instruments that is expected to be reclassified into aircraft rent within the condensed consolidated statements of operations over the aircraft lease term of the hedging instrument.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

6. Other Current Liabilities

Other current liabilities consist of the following (in millions):


	March 31, 2022		December 31, 2021
Passenger and other taxes and fees payable	$	99	$	84
Salaries, wages and benefits	84		89
Station obligations	57		64
Aircraft maintenance	50		36
Fuel liabilities	33		23
Leased aircraft return costs	24		25
Current portion of phantom equity units (Note 9)	—		26
Other current liabilities	40		36
Total other current liabilities	$	387	$	383

7. Debt

The Company’s debt obligations are as follows (in millions):


	March 31, 2022		December 31, 2021
Secured debt:
Pre-delivery credit facility(a)	$	200	$	174
Treasury Loan(b)	—		150
Floating rate building note(c)	18		18
Unsecured debt:
PSP Promissory Notes(d)	66		66
Affinity card advance purchase of mileage credits(e)	71		15
Total debt	355		423
Less current maturities of long-term debt, net	(145)		(127)
Less long-term debt acquisition costs and other discounts	(3)		(9)
Long-term debt, net	$	207	$	287

__________________

(a)The Company, through an affiliate, entered into the pre-delivery payment (“PDP”) facility with Citibank, N.A. in December 2014 (“PDP Financing Facility”). The PDP Financing Facility is collateralized by the Company’s purchase agreement for Airbus A320neo and A321neo aircraft deliveries through the term of the facility (see Note 10). In December 2020, the PDP Financing Facility was amended and restated to reduce the commitment of Citibank, N.A., as initial lender, to $150 million, remove the ability to draw further unsecured borrowings and to provide collateral for the borrowings not secured by aircraft outstanding as of that date. In May 2021, the Company amended the facility to increase the total available capacity to $200 million and expanded the number of financial institution participants as lenders. In December 2021, the facility was amended and restated to extend the availability of the facility through December 2024 to include additional 2023 and 2024 aircraft deliveries, and in March 2022 the facility was further amended to re-align the PDP Financing Facility with the updated future aircraft deliveries.

Interest is paid every 90 days based on a three-month LIBOR plus a margin for each individual tranche. The PDP Financing Facility consists of separate loans for each PDP aircraft. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus, (ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence with the last scheduled delivery of aircraft contemplated in the PDP Financing Facility, as currently in effect, expected to be in the fourth quarter of 2024.

(b)On September 28, 2020, the Company entered into the Treasury Loan with the Treasury for a term loan facility of up to $574 million, and had borrowed $150 million under the loan as of December 31, 2021. On February 2, 2022, the Company repaid the Treasury Loan in full, along with accrued interest and associated fees of $1 million. Additionally, the Company recognized a $7 million loss on the extinguishment of debt for the three months ended March 31, 2022 from the write-off of unamortized deferred financing costs associated with the loan. The

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

repayment terminated the loan agreement with the Treasury and unencumbered the Company’s co-branded credit card program and related brand assets that secured the Treasury Loan.

(c)Represents a note with a commercial bank related to the Company’s headquarters building. Under the terms of the agreement, the Company will repay the outstanding principal balance in quarterly payments beginning in January 2022 until the maturity date in December 2023. On the maturity date, one final balloon payment will be made to cover all unpaid principal, accrued unpaid interest and other amounts due. The interest rate of one-month LIBOR plus a margin is payable monthly.

(d)On April 30, 2020, the Company executed a promissory note under the PSP agreement with the Treasury from which the Company received a $33 million unsecured 10-year, low-interest loan (the “PSP Promissory Note”). Subsequently, the Company entered into the PSP2 with the Treasury in January 2021 and the PSP3 with the Treasury in April 2021, from which the Company received an additional $18 million and $15 million of proceeds, respectively, evidenced by promissory notes with the same terms as the original PSP Promissory Note. The PSP Promissory Notes include an annual interest rate of 1.00% for the first five years and the Secured Overnight Financing Rate ("SOFR") plus 2.00% in the final five years. The loans can be prepaid at par at any time without incurring a penalty.

(e)The Company entered into an agreement with Barclays in 2003 to provide for joint marketing, grant certain benefits to co-branded credit card holders (“Cardholders”), and allow Barclays to market using the Company’s customer database. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by consumers. In addition, Barclays will pre-purchase miles if the Company meets certain conditions precedent. On September 15, 2020 the Company entered into a new agreement with Barclays to amend and extend the agreement to 2029. The pre-purchased miles facility amount is to be reset on January 15 of each calendar year through, and including, January 15, 2028 based on the aggregate amount of fees payable by Barclays to the Company on a calendar year basis, up to an aggregate maximum facility amount of $200 million. Per the terms of the Treasury Loan, the facility amount could not be extended above $15 million until full extinguishment of the Treasury Loan, which occurred in February 2022, and, as a result, the Company borrowed an additional $56 million in the first quarter of 2022. The Company pays interest on a monthly basis, which is based on a one-month LIBOR plus a margin. Beginning March 31, 2028, the facility is scheduled to be repaid in 12 equal monthly installments.

Cash payments for interest related to debt was $2 million and $1 million for the three months ended March 31, 2022 and 2021, respectively.

The Company has issued standby letters of credit and surety bonds to various airport authorities and vendors that are collateralized by restricted cash and as of March 31, 2022 and December 31, 2021, the Company did not have any outstanding letters of credit that were drawn upon.

As of March 31, 2022, future maturities of debt are payable as follows (in millions):


	March 31, 2022
Remainder of 2022	$	114
2023	97
2024	6
2025	—
2026	—
Thereafter	138
Total debt principal payments	$	355

8. Operating Leases

The Company leases property and equipment under operating leases. For leases with initial terms greater than 12 months, the related operating lease right-of-use asset and corresponding operating lease liability are recorded at the present value of lease payments over the term on the Company’s condensed consolidated balance sheets. Some leases include rental escalation clauses, renewal options, termination options, and/or other items that cause variability that are factored into the determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts, except for certain flight training equipment, for which consideration is allocated between lease and non-lease components.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Aircraft

As of March 31, 2022, the Company leased 112 aircraft with remaining terms ranging from one month to twelve years, all of which are under operating leases and are included within right-of-use asset and lease liabilities on the Company’s condensed consolidated balance sheets. In addition, as of March 31, 2022, the Company leased 21 spare engines, which are all under operating leases, with the remaining terms ranging from one month to twelve years. As of March 31, 2022, the lease rates for seven of the engines depend on usage-based metrics which are variable and as such, these leases are not recorded on the Company’s condensed consolidated balance sheets as a right-of-use asset and lease liability.

During the three months ended March 31, 2022 and 2021, the Company executed sale-leaseback transactions with third-party lessors for two and three new Airbus A320 family aircraft, respectively. Additionally, the Company did not complete a sale-leaseback transaction for any engines during the three months ended March 31, 2022, and completed a sale-leaseback transaction for one engine during the three months ended March 31, 2021. All of the leases from sale-leaseback transactions have been accounted for as operating leases. The Company recognized net sale-leaseback gains of $7 million and $15 million during the three months ended March 31, 2022 and 2021, respectively, which are included as a component of other operating expenses within the condensed consolidated statements of operations.

In May 2021, the Company entered into an early termination and buyout agreement with one of its lessors for six aircraft previously owned by the Company, which stipulated that four A319 aircraft originally scheduled to be returned in December 2021 would be returned during the second and third quarters of 2021 and the two A320ceo aircraft would return as scheduled during the fourth quarter of 2021. The early returns of these aircraft retired the remaining A319 aircraft in the Company’s fleet. As a result of this early termination and buyout arrangement, the Company recorded a $6 million charge included as a component of rent expense within the condensed consolidated statement of operations for the three months ended March 31, 2021, related to the accelerated rent and lease return obligations of which $4 million was related to the A319 aircraft returning in the second quarter.

Aircraft Rent Expense and Maintenance Obligations

During the three months ended March 31, 2022 and 2021, aircraft rent expense was $128 million and $138 million, respectively. Aircraft rent expense includes supplemental rent, which is made up of maintenance reserves paid or to be paid that are not probable of being reimbursed and probable lease return condition obligations. Supplemental rent expense, which includes payments for maintenance-related reserves that were deemed non-recoverable and any impact from changes in estimates, was less than $1 million and $1 million for the three months ended March 31, 2022 and 2021, respectively. The portion of supplemental rent expense related to probable lease return condition obligations was $15 million and $14 million for three months ended March 31, 2022 and 2021, respectively.

Additionally, certain of the Company’s aircraft lease agreements require the Company to pay maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. As of March 31, 2022 and December 31, 2021, the Company had aircraft maintenance deposits that are expected to be recoverable of $114 million and $108 million, respectively, on the Company’s condensed consolidated balance sheets, of which $12 million and $10 million, respectively, are included in accounts receivable, net on the condensed consolidated balance sheet as the eligible maintenance has been performed. The remaining $102 million and $98 million are included within aircraft maintenance deposits on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively.

A majority of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles. Maintenance reserves collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft. As of March 31, 2022, fixed maintenance reserve payments for aircraft and spare engines, including estimated amounts for contractual price escalations, are expected to be $2

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

million for the remainder of 2022 and $3 million per year for the years 2023 through 2025, $4 million for 2026 and $9 million thereafter before consideration of reimbursements.

Airport Facilities

The Company’s facility leases are primarily for space at approximately 120 airports that are primarily located in the United States. These leases are classified as operating leases and reflect the use of airport terminals, ticket counters, office space, and maintenance facilities. Generally, this space is leased from government agencies that control the use of the airport. The majority of these leases are short-term in nature and renew on an evergreen basis. For these leases, the contractual term is used as the lease term. As of March 31, 2022, the remaining lease terms vary from one month to eleven years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually, and because of the variable nature of the rates, these leases are not recorded on the condensed consolidated balance sheets as a right-of-use assets and lease liabilities.

In May 2022, the Company entered into a 10-year airport use and lease agreement with the City and County of Denver for the Company’s operations at Denver International Airport which includes a new ground-level boarding facility and 14 accompanying gates.

Other Ground Property and Equipment

The Company leases certain other assets such as flight training equipment, building space, and various other equipment. Certain of the Company’s leases for other assets are deemed to contain fixed rental payments and, as such, are classified as operating leases and are recorded on the condensed consolidated balance sheets as a right-of-use asset and liability. The remaining lease terms range from one month to seven years as of March 31, 2022.

Lessor Concessions

In response to the COVID-19 pandemic, beginning in 2020, the Company was granted payment deferrals on leases included in the Company’s right-of-use assets for certain aircraft and engines from lessors along with airport facilities and other vendors that are not included in the Company’s right-of-use assets. As these deferred payments are made, the Company will recognize the deferred payments in aircraft rent or station operations, as applicable, in the condensed consolidated statements of operations. There were no deferrals or payments, and therefore no impact to aircraft rent or station operations within the condensed consolidated statements of operations, for the three months ended March 31, 2022. The deferrals for three months ended March 31, 2021 decreased operating cash flows and unfavorably impacted the Company’s results of operations by $11 million, including a $19 million unfavorable impact to aircraft rent and an $8 million favorable impact to station operations. As of March 31, 2022, the Company had paid back all of its aircraft rent deferrals, and had $11 million in station deferrals which will be recognized to station operations within the condensed consolidated statements of operations in future periods as the deferrals are repaid.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Lease Costs

The table below presents certain information related to lease costs for operating leases during the three months ended March 31, 2022 and 2021 (in millions):


	Three Months Ended March 31,
		2022		2021
Operating lease cost(a)		$	117	$	107
Variable lease cost(a)		55		65
Total lease costs		$	172	$	172

______________

(a)Expenses are included within aircraft rent, station operations, maintenance materials and repairs and other operating within the Company’s condensed consolidated statements of operations.

During the three months ended March 31, 2022 and 2021, the Company acquired, through new operating leases, operating lease assets totaling $61 million and $120 million, respectively, which are included in operating lease right-of-use assets on the condensed consolidated balance sheets. During the three months ended March 31, 2022 and 2021, the Company paid cash of $117 million and $108 million, respectively, for amounts included in the measurement of lease liabilities.

9. Stock-Based Compensation and Stockholders’ Equity

During each of the three months ended March 31, 2022 and 2021, the Company recognized $3 million in stock-based compensation expense, which is included as a component of salaries, wages and benefits within the condensed consolidated statements of operations.

Stock Options and Restricted Awards

In April 2014, the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). Under the terms of the 2014 Plan, 38 million shares of FGHI common stock were reserved for issuance. Concurrently with the Company’s IPO on April 1, 2021, the Company approved the 2021 Incentive Award Plan (the “2021 Plan”), which reserved 7 million shares of FGHI common stock for future issuance of stock-based compensation awards. Additionally, the 2014 Plan terminated and the 11 million awards issued from the 2014 Plan that were outstanding as of the IPO were retained for any subsequent exercise or vesting of such awards and no further grants will be made from the 2014 Plan. Any shares that are subsequently forfeited from the 2014 Plan will become available for future issuances under the 2021 Plan. Additional shares become available for issuance under the 2021 Plan based on an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (i) one percent (1%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by the Company’s board of directors; provided, however, that no more than 30 million shares of stock may be issued upon the exercise of incentive stock options. On January 1, 2022, 2,170,650 shares were added to the 2021 Plan as a result of the annual increase.

There were no stock options granted during the three months ended March 31, 2022. During the three months ended March 31, 2022, 34,461 vested stock options were exercised with a weighted average exercise price of $6.28 per share. As of March 31, 2022, the weighted average exercise price of outstanding options was $1.97.

During the three months ended March 31, 2022, 1,009,091 restricted stock units were issued with a weighted average grant date fair value of $12.60 per share. During the three months ended March 31, 2022, 676,146 restricted stock units vested, of which 275,822 restricted stock units were withheld to cover employee taxes with a weighted average grant date fair value of $12.17 and $12.18 per share, respectively.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Liability-Classified Awards

On December 3, 2013, to give effect to the reorganization of the Company’s corporate structure, an agreement was reached to amend and restate a phantom equity agreement with the Company’s pilots. Under the terms of this agreement, when an amendment to the underlying collective bargaining agreement was approved, the Company’s pilots employed in June 2011, (the “Participating Pilots”), through their agent, FAPAInvest, LLC, received phantom equity units. Each unit represented the right to receive common stock or cash in connection with certain events, including a qualifying initial public offering, such stock to be distributed or cash paid to the Participating Pilots in 2020 and 2022 based on a predetermined formula. In accordance with the amended and restated phantom equity agreement, the obligation became fixed as of December 31, 2019 and was no longer subject to valuation adjustments. As of December 31, 2021, the remaining liability was $26 million and presented within other current liabilities on the Company’s condensed consolidated balance sheet. During the three months ended March 31, 2022 the $26 million was fully paid.

Stockholders’ Equity

As of March 31, 2022 and December 31, 2021, the Company has authorized common stock (voting), common stock (non-voting) and preferred stock of 750,000,000, 150,000,000 and 10,000,000 shares, respectively, of which only common stock (voting) were issued and outstanding. All classes of equity have a par value of $0.001 per share.

10. Commitments and Contingencies

Flight Equipment Commitments

As of March 31, 2022, the Company’s firm aircraft and engine orders consisted of the following:


	A320neo	A321neo	Total Aircraft	Engines
Year Ending
Remainder of 2022	7	5	12	5
2023	—	21	21	2
2024	—	24	24	2
2025	17	13	30	3
2026	19	22	41	3
Thereafter	31	73	104	6
Total	74	158	232	21

During December 2017, the Company entered into an amendment to the previously existing master purchase agreement with Airbus. Pursuant to this amendment and subsequent amendments, the Company has a commitment to purchase an incremental 67 A320neo and 67 A321neo aircraft (“incremental aircraft”) which were originally scheduled to be delivered through 2026, and further extended through 2028. In November 2021, the Company entered into an amendment with Airbus to add an additional 91 A321neo aircraft (“supplemental aircraft”) to the committed purchase agreement. These supplemental aircraft are expected to be delivered starting in 2023 and continuing through 2029, and are reflected in the table above. The Company, at its option, has the right to convert 18 A320neo aircraft to A321XLR aircraft. The conversion right is available until December 31, 2022 and is not reflected in the table above as this option has not been exercised. The Company’s agreements with Airbus provide for, among other things, varying purchase incentives, which have been allocated proportionally and are accounted for as an offsetting reduction to the cost of the backlog aircraft and increase to the cost of the incremental aircraft. As a result, cash paid for backlog aircraft will be more than the associated capitalized cost of the aircraft and results in the recognition of a deferred purchase incentive within other assets on the condensed consolidated balance sheets,

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

which will ultimately be offset by the lower cash payments in connection with the purchase of the incremental aircraft.

As of March 31, 2022, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, were approximately $681 million for the remainder of 2022, $1,215 million in 2023, $1,450 million in 2024, $1,755 million in 2025, $2,346 million in 2026 and $6,218 million thereafter.

During July 2021, the Company signed a letter of intent with two of its leasing partners to add ten additional A321neo aircraft through direct leases, with deliveries beginning in the second half of 2022 and continuing into the first half of 2023. As of March 31, 2022, the Company has entered into a signed direct lease agreement for seven of the additional aircraft, while the remaining three are covered under a non-binding letter of intent. None of these ten aircraft that will be acquired through direct leases are reflected in the table above given these are not committed purchase agreements.

Litigation and Other Contingencies

On March 12, 2021, the DOT advised the Company that it was in receipt of information indicating that the Company had failed to comply with certain DOT consumer protection requirements relating to consumer refund and credit practices and requested that the Company provide certain information to the DOT. The original DOT request for information and subsequent correspondence and requests have been focused on the Company’s refund practices on Company initiated flight cancellations and/or significant schedule changes in flights as a result of the COVID-19 pandemic. The Company is fully cooperating with the DOT request and the review of this matter is still in process.

The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company regularly evaluates the status of such matters to assess whether a loss is probable and reasonably estimable in determining whether an accrual is appropriate. Furthermore, in determining whether disclosure is appropriate, the Company evaluates each matter to assess if there is at least a reasonable possibility that a loss or additional losses may have been incurred and whether an estimate of possible loss or range of loss can be made. The Company believes the ultimate outcome of such lawsuits, proceedings, and reviews will not, individually or in the aggregate, have a material adverse effect on its condensed consolidated financial position, liquidity, or results of operations and that the Company’s current accruals cover matters where loss is deemed probable and can be reasonably estimated.

The ultimate outcome of legal actions is unpredictable and can be subject to significant uncertainties, and it is difficult to determine whether any loss is probable or even possible. Additionally, it is also difficult to estimate the amount of loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Thus, actual losses may be in excess of any recorded liability or the range of reasonably possible loss.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Employees

The Company has seven union-represented employee groups that together represent approximately 88% of all employees as of March 31, 2022. The table below sets forth the Company’s employee groups and status of the collective bargaining agreements as of March 31, 2022:

Percentage of Workforce

Employee Group

Representative

Amendable Date

March 31, 2022

Pilots

Air Line Pilots Association (ALPA)

January 2024

31%

Flight Attendants

Association of Flight Attendants (AFA-CWA)

May 2024

52%

Aircraft Technicians

International Brotherhood of Teamsters (IBT)

March 2024

Aircraft Appearance

IBT

October 2023

Dispatchers

Transport Workers Union (TWU)

December 2021(a)

Material Specialists

IBT

March 2022(a)

<1%

Maintenance Control

IBT

October 2023

<1%

__________________

(a)The Company’s collective bargaining agreements with its dispatchers and material specialists, represented by TWU and IBT, respectively, were amendable as of March 31, 2022 and negotiations are ongoing, however, each agreement is operating under its current arrangement until an amendment has been reached.

The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical and dental claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $4 million and $5 million for health care claims including those estimated to be incurred but not yet paid as of March 31, 2022 and December 31, 2021, respectively, which is included as a component of other current liabilities on the condensed consolidated balance sheets.

General Indemnifications

The Company has various leases with respect to real property as well as various agreements among airlines relating to fuel consortia or fuel farms at airports. Under some of these contracts, the Company is party to joint and several liability regarding environmental damages. Under others, where the Company is a member of an LLC or other entity that contracts directly with the airport operator, liabilities are borne through the fuel consortia structure.

The Company’s aircraft, services, equipment lease and sale and financing agreements typically contain provisions requiring us, as the lessee, obligor or recipient of services, to indemnify the other parties to those agreements, including certain of those parties’ related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or such other equipment. The Company believes that its insurance would cover most of its exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft, services, equipment lease and sale and financing agreements described above.

Certain of the Company’s aircraft and other financing transactions include provisions that require payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these financing transactions and other agreements, the Company also bears the risk of certain changes in tax laws that would subject payments to non-U.S. entities to withholding taxes.

Certain of these indemnities survive the length of the related financing or lease. The Company cannot reasonably estimate the potential future payments under the indemnities and related provisions described above because it cannot predict (i) when and under what circumstances these provisions may be triggered, and (ii) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

11. Net Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed pursuant to the two-class method. Under the two-class method, the Company attributes net income to common stock and other participating rights (including those with vested share-based awards). Basic net earnings per share is calculated by taking net income, less earnings allocated to participating rights, divided by the basic weighted average common stock outstanding. Net loss per share is calculated by taking net loss divided by basic weighted average common stock outstanding as participating rights do not share in losses. In accordance with the two-class method, diluted net earnings per share is calculated using the more dilutive impact of the treasury-stock method or from reducing net income for the earnings allocated to participating rights. The following table sets forth the computation of net earnings (loss) per share on a basic and diluted basis pursuant to the two-class method for the periods indicated (in millions, except for share and per share data):


	Three Months Ended March 31,
		2022		2021
Basic:
Net income (loss)		$	(121)	$	(91)
Less: net income attributable to participating rights		—		—
Net income (loss) attributable to common stockholders		$	(121)	$	(91)
Weighted average common shares outstanding, basic		217,264,414		199,482,701
Net earnings (loss) per share, basic		$	(0.56)	$	(0.46)
Diluted:
Net income (loss)		$	(121)	$	(91)
Less: net income attributable to participating rights		—		—
Net income (loss) attributable to common stockholders		$	(121)	$	(91)
Weighted average common shares outstanding, basic		217,264,414		199,482,701
Effect of dilutive potential common shares		—		—
Weighted average common shares outstanding, diluted		217,264,414		199,482,701
Net earnings (loss) per share, diluted		$	(0.56)	$	(0.46)

Due to the net losses incurred during the three months ended March 31, 2022 and 2021, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding given that the effect of all equity awards is anti-dilutive.

12. Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures relating to how fair value is determined for assets and liabilities are required, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash are comprised of liquid money market funds, time deposits and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value.

Debt

The estimated fair value of the Company’s debt agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 long-term debt.

The carrying amounts and estimated fair values of the Company’s debt are as follows (in millions):


	March 31, 2022				December 31, 2021
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Secured debt:
Pre-delivery credit facility	$	200	$	201	$	174	$	175
Treasury Loan	—		—		150		156
Floating rate building note	18		18		18		19
Unsecured debt:
PSP Promissory Notes	66		55		66		58
Affinity card advance purchase of mileage credits	71		67		15		14
Total debt	$	355	$	341	$	423	$	422

The tables below present disclosures about the fair value of assets and liabilities measured at fair value on a recurring basis in the Company’s condensed consolidated financial statements (in millions):



	Fair Value Measurements as of March 31, 2022
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	727	$	727	$	—	$	—


	Fair Value Measurements as of December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	918	$	918	$	—	$	—

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2021 and March 31, 2022.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

13. Related Parties

Management Services

The Company is assessed a quarterly fee to Indigo Partners, LLC (“Indigo Partners”) for management services, plus expense reimbursements and the annual fees of each member of the Company’s board of directors that is affiliated with Indigo Partners. Indigo Partners manages an investment fund that is the controlling stockholder of the Company. The expenses related to Indigo Partners’ management fees, expense reimbursements and director compensation were less than $1 million for the three months ended March 31, 2022 and 2021, which are included as other operating expenses within the Company’s condensed consolidated statements of operations.

Codeshare Arrangement

The Company entered into a codeshare agreement with Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (an airline based in Mexico doing business as “Volaris”) during 2018, under which sales began in July 2018. Two of the Company’s directors are members of the board of directors of Volaris. As of March 31, 2022, Indigo Partners holds approximately 18% of the total outstanding common stock of Volaris.

In August 2018, the Company and Volaris began operating scheduled codeshare flights. The codeshare agreement provides for codeshare fees and revenue sharing for the codeshare flights. Each party bears its own costs and expenses of performance under the agreement, is required to indemnify the other party for certain claims and losses arising out of or related to the agreement and is responsible for complying with certain marketing and product display guidelines. The codeshare agreement also establishes a joint management committee, which includes representatives from both parties and generally oversees the management of the transactions and relationships contemplated by the agreement. The codeshare agreement is subject to automatic renewals and may be terminated by either party at any time upon the satisfaction of certain conditions.

14. The Proposed Merger with Spirit Airlines, Inc.

On February 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Top Gun Acquisition Corp. (“Merger Sub”), a direct wholly-owned subsidiary of the Company, and Spirit Airlines, Inc. (“Spirit”). The Merger Agreement provides that, among other things, the Merger Sub will be merged with and into Spirit (the “Merger”), with Spirit surviving the Merger and continuing as a wholly-owned subsidiary of the Company.

The closing of the Merger is subject to the satisfaction of customary conditions, including, but not limited to: (i) the adoption of the Merger Agreement by Spirit’s stockholders; (ii) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other required regulatory approvals including the receipt of all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations of the U.S. Department of Justice, the Federal Trade Commission, Federal Aviation Administration, the DOT, and the Federal Communications Commission; (iii) the absence of any law or order prohibiting the consummation of the transactions; (iv) the effectiveness of a registration statement on Form S-4 filed by the Company registering shares of the Company’s common stock to be issued in the Merger; (v) the authorization and approval for listing on NASDAQ of the Company’s shares to be issued to holders of Spirit’s common stock in the Merger; (vi) the absence of any material adverse effect (as defined in the Merger Agreement) on either party; (vii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; and (viii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects.

Subsequent to the closing of the Merger and at the effective time of the Merger, each share of common stock of Spirit, par value $0.0001 per share, issued and outstanding (other than shares owned by the Company, Spirit, or their

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

respective subsidiaries immediately prior to the effective time) will be converted into the right to receive 1.9126 shares of common stock, par value $0.001 per share, of the Company and $2.13 per share in cash, without interest.

The Merger Agreement also specifies termination rights for both Spirit and the Company including, without limitation, a right for either party to terminate the Merger if it is not consummated on or before February 5, 2023, subject to certain extensions if needed to obtain regulatory approvals. If the Merger Agreement were to be terminated in specified circumstances, including the acceptance of a “Superior Proposal” as defined in the Merger Agreement, Spirit would be required to pay the Company a termination fee of $94 million.

The Company currently expects the Merger to occur in the second half of 2022, although there can be no assurance regarding timing of completion of regulatory processes. The Merger Agreement also includes a methodology by which certain expenses will be borne by each company. During the three months ended March 31, 2022, the Company recorded $11 million of expenses related to the planned Merger with Spirit within transaction and merger-related costs within the condensed consolidated statement of operations. These costs included $8 million related to transaction costs, which are made up of banking, legal, and accounting fees, amongst others, charged in connection with the merger, and $3 million of retention bonus expense. Costs that become payable upon completion of the Merger, which include certain banking fees and retention bonus costs, will be recognized upon consummation of the Merger. The Company has capitalized $1 million of costs incurred related to the anticipated equity issuance as a component of other current assets on the condensed consolidated balance sheet.

On March 29, 2022, Spirit received an unsolicited proposal from JetBlue Airways Corporation (“JetBlue”) to acquire all outstanding shares of Spirit’s common stock for $33.00 per share in cash provided that, among other things, Spirit terminates the Merger Agreement in accordance with its terms. Such a termination has not occurred as of the date of this report and, on May 2, 2022, Spirit announced that its board of directors had determined not to pursue the JetBlue proposal.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on February 23, 2022 (the “2021 Annual Report”).

Overview

Frontier Airlines is an ultra low-cost carrier whose business strategy is focused on Low Fares Done Right. We are headquartered in Denver, Colorado and offer flights throughout the United States and to select near international destinations in the Americas. Our unique strategy is underpinned by our low-cost structure and superior low-fare brand.

Impact of the COVID-19 Pandemic

Beginning in March 2020, the rapid spread of the coronavirus (“COVID-19”), along with government-mandated restrictions on travel, required stay-in-place orders, and other social distancing measures, resulted in the decline in demand for air travel which continued to have a material adverse effect on our business and results of operations for the three months ended March 31, 2022 and the corresponding prior year period. We have received significant financial assistance from the U.S. Department of the Treasury (“Treasury”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the first Payroll Support Program (the “PSP”), the second Payroll Support Program (the “PSP2”) and the third Payroll Support Program (the “PSP3”, and together with the PSP and the PSP2, the “PSPs”). Please refer to “Notes to Condensed Consolidated Financial Statements — 2. Impact of COVID-19” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — COVID-19 Relief Funding” in our 2021 Annual Report for additional detail on the CARES Act and the PSPs, and “Notes to Condensed Consolidated Financial Statements — 7. Debt” further information on the promissory notes entered into with the Treasury as a result of participation in the PSPs (collectively, the “PSP Promissory Notes”). The impact on our condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 are as follows:

On September 28, 2020, we entered into a loan agreement with the Treasury for a term loan facility of up to $574 million pursuant to the secured loan program established under the CARES Act (the “Treasury Loan”). As of December 31, 2021, we borrowed $150 million under the Treasury Loan, for which the right to draw any further funds lapsed in May 2021. On February 2, 2022, we repaid the Treasury Loan which included the $150 million principal balance along with accrued interest and associated fees of $1 million. Additionally, we recognized a $7 million non-cash charge on the extinguishment of debt for the three months ended March 31, 2022 from the write-off of unamortized deferred financing costs associated with the Treasury Loan.

During the three months ended March 31, 2021, we entered into an agreement with the Treasury for installment funding under the PSP2 (the “PSP2 Agreement”), under which we received $161 million, comprised of a $143 million grant (the “PSP2 Grant”) for the continuation of payroll support through March 31, 2021 and an $18 million unsecured 10-year, low-interest loan (the “PSP2 Promissory Note”). During the three months ended March 31, 2021, $140 million of PSP2 proceeds were received and the remaining $21 million was received during the second quarter of 2021. We recognized $125 million of PSP2 Grant proceeds, net of deferred financing costs, during the three months ended March 31, 2021 within CARES Act credits in our condensed consolidated statements of operations and $3 million was deferred until the second quarter of 2021. We also received $12 million of the PSP2 Promissory Note as of March 31, 2021.

In connection with our participation in the PSPs and the Treasury Loan, we have been and will continue to be subject to certain restrictions and limitations, including, but not limited to:

•restrictions on repurchases of equity securities listed on a national securities exchange or payment of dividends until February 2, 2023;

•requirements to maintain certain levels of scheduled services through March 31, 2022 (including to destinations where there may currently be significantly reduced or no demand);

•a prohibition on involuntary terminations or furloughs of employees (except for health, disability, cause, or certain disciplinary reasons) through September 30, 2021;

•limits on certain executive compensation, including limiting pay increases and severance pay or other benefits upon terminations, until April 1, 2023;

•limitations on the use of the grant funds exclusively for the continuation of payment of employee wages, salaries and benefits; and

•additional reporting and recordkeeping requirements.

As part of the PSP Promissory Notes and the Treasury Loan, we issued to the Treasury warrants to purchase 3,117,940 shares of our common stock at a weighted average price of $6.95 per share. The initial fair value of these warrants upon issuance was treated as a loan discount, which reduced the carrying value of the related Treasury Loan and PSP Promissory Notes, and is amortized utilizing the effective interest method as interest expense in our condensed consolidated statements of operations over the term of each loan. These awards were originally classified as liability-based awards within other current liabilities on the condensed consolidated balance sheets, with periodic mark to market remeasurements being included in interest expense in the condensed consolidated statements of operations given we only had the option of settling in cash prior to being publicly traded. As a result of our initial public offering of our common stock (the “IPO”), we have the intent and ability to settle the warrants issued to the Treasury in shares and as a result, as of April 6, 2021, we reclassified the warrant liability to additional paid-in capital on the condensed consolidated balance sheet and are no longer required to mark to market the warrants. We recorded no mark to market adjustments during the three months ended March 31, 2022, and recorded $20 million during the three months ended March 31, 2021, to interest expense within the condensed consolidated statements of operations. The Treasury has not exercised any warrants as of March 31, 2022.

The CARES Act also provided for an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes that we qualified for beginning on April 1, 2020. In December 2020, the CARES Employee Retention Credit program was extended and enhanced through June 30, 2021. The American Rescue Plan Act, enacted on March 11, 2021, further extended the availability of the CARES Employee Retention Credit through December 31, 2021. After the first quarter of 2021, we did not qualify for any additional CARES Employee Retention Credits. During the three months ended March 31, 2021, we recognized $11 million related to the CARES Employee Retention Credit within CARES Act credits in our condensed consolidated statements of operations.

Proposed Merger with Spirit Airlines, Inc.

On February 5, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spirit Airlines, Inc. (“Spirit”) and Top Gun Acquisition Corp. (“Merger Sub”), a direct wholly-owned subsidiary of ours, where Merger Sub will merge with and into Spirit (the “Merger”), with Spirit continuing as a wholly-owned subsidiary of ours. Pursuant to the Merger Agreement, upon the ultimate completion of the merger we will combine with Spirit to create America's most competitive ultra-low fare airline. The Merger is expected to close in the second half of 2022, subject to satisfaction of customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders. Our controlling stockholder has approved the transaction and related issuance of shares of our common stock upon signing of the Merger Agreement. Each share of common stock of Spirit will be converted into the right to receive 1.9126 shares of our common stock, and $2.13 per share in cash, without interest. During the three months ended March 31, 2022, we recorded $11 million of expenses related to the

planned Merger with Spirit within transaction and merger-related costs within the condensed consolidated statement of operations. These costs included $8 million related to transaction costs, which are made up of banking, legal, and accounting fees, amongst others, charged in connection with the merger, and $3 million of retention bonus expense. Costs that become payable upon completion of the Merger, which include certain banking fees and retention bonus costs, will be recognized upon consummation of the Merger. Please refer to “Notes to Condensed Consolidated Financial Statements — 14. The Proposed Merger with Spirit Airlines, Inc.” for additional detail.

Results of Operations

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Total operating revenues for the three months ended March 31, 2022 totaled $605 million, an increase of 123% compared to the three months ended March 31, 2021, primarily due to a 62% increase in capacity, as measured by available seat miles (“ASMs”), as the demand for leisure travel continues to recover from the COVID-19 pandemic. Additionally, our operating revenues were favorably impacted by a 38% increase in total revenue per available seat mile (“RASM”) as compared to the corresponding period in 2021.

Total operating expenses during the three months ended March 31, 2022 totaled $758 million, including $11 million of transaction and merger-related costs, resulting in a cost per available seat mile (“CASM”) of 10.19¢, compared to 7.89¢ for the three months ended March 31, 2021. Fuel expense was 156% higher during the three months ended March 31, 2022, as compared to the corresponding prior year period, driven by a 59% increase in fuel rates and a 62% increase in fuel consumption associated with a 62% increase in our capacity. Our non-fuel expenses increased by 95% compared to the corresponding prior year period, driven primarily by the $136 million benefit from the recognition of grant funding received under the PSP2 Agreement and CARES Employee Retention Credits during the three months ended March 31, 2021, along with higher capacity and the resulting increase in operations during the three months ended March 31, 2022. CASM (excluding fuel) increased by 20%, from 6.07¢ for the three months ended March 31, 2021 to 7.30¢ for the three months ended March 31, 2022. This was driven primarily by CARES Act credits and higher gains on sale-leaseback transactions that reduced our operating expenses during the three months ended March 31, 2021, partially offset by the fixed nature of aircraft rent and aircraft and engine deferral paybacks for the three months ended March 31, 2021, as well as a decrease in salaries, wages and benefits per ASMs as capacity growth outpaced headcount growth. Adjusted CASM (excluding fuel), which excludes the impact of the CARES Act credits, transaction and merger-related costs and early lease termination costs for the remaining A319 aircraft returned in 2021, decreased from 8.96¢ for the three months ended March 31, 2021 to 7.15¢ for the three months ended March 31, 2022. See the reconciliation to corresponding GAAP measures provided below.

We generated a net loss of $121 million during the three months ended March 31, 2022 and a net loss of $91 million during the three months ended March 31, 2021, as a result of the significant reduction in demand beginning in March 2020 caused by the COVID-19 pandemic. Our results for the three months ended March 31, 2022 include $11 million of transaction and merger-related costs within operating expenses and $7 million in other non-operating expenses related to the write-off of unamortized deferred financing costs due to the paydown of the Treasury Loan. Our results for the three months ended March 31, 2021 include CARES Act credits and other charges that in total reduced our operating expenses by $132 million. which included $136 million related to funding recognized from the PSP2 Grant and the recognition of CARES Employee Retention Credits partly offset by $4 million in costs incurred with the early termination of our A319 leased aircraft, and $20 million in other non-operating expenses related to mark to market adjustments associated with the warrants issued pursuant to the Treasury Loan and PSP Promissory Notes. As a result of our IPO and the resulting reclassification of warrants from liability-based awards to equity based awards, as of April 6, 2021, we no longer mark to market the warrants. Considering these aforementioned non-GAAP adjustments and the related tax expense/(benefit) of $6 million and ($30 million) for the three months ended March 31, 2022 and 2021, respectively, our adjusted net loss was $109 million for the three months ended March 31, 2022, as compared to an adjusted net loss of $173 million for the comparable prior year period. See the reconciliation to corresponding GAAP measures provided below.

Operating Revenues


	Three Months Ended March 31,
	2022		2021		Change
Operating revenues ($ in millions):
Passenger	$	588	$	262	$	326	124	%
Other	17		9		8		89	%
Total operating revenues	$	605	$	271	$	334	123	%

Operating statistics:
Available seat miles (ASMs) (millions)	7,442		4,592		2,850		62	%
Revenue passenger miles (RPMs) (millions)	5,524		3,211		2,313		72	%
Average stage length (statute miles)	995		973		22		2	%
Load factor (%)	74.2%		69.9%		4.3 pts		N/A
Total revenue per available seat mile (RASM) (¢)	8.13		5.91		2.22		38	%
Total revenue per passenger ($)	111.48		83.38		28.10		34	%
Passengers (thousands)	5,428		3,252		2,176		67	%

Total operating revenue increased $334 million, or 123%, during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, as we experienced increased demand for leisure travel. Revenue was favorably impacted by the 62% capacity growth, as measured by ASMs, due to an increase of 12% in average aircraft in service during the three months ended March 31, 2022, compared to the corresponding prior year period and an average daily aircraft utilization of 10.8 hours per day in the three months ended March 31, 2022, a 48% increase from the corresponding prior year period, alongside an increase in load factor. Additionally, our RASM was favorably impacted by total revenue per passenger due to a 37% increase in fare revenue per passenger and a 32% increase in ancillary revenue per passenger as well as a 4.3% increase in load factors during the three months ended March 31, 2022, compared to the corresponding prior year period.

Operating Expenses


	Three Months Ended March 31,								Cost per ASM
	2022		2021		Change				2022		2021		Change
Operating expenses ($ in millions):(a)
Aircraft fuel	$	215	$	84	$	131	156	%	2.89	¢	1.82	¢	59	%
Salaries, wages and benefits	172		139		33		24	%	2.31		3.03		(24)	%
Aircraft rent	128		138		(10)		(7)	%	1.72		3.01		(43)	%
Station operations	105		70		35		50	%	1.41		1.52		(7)	%
Sales and marketing	32		17		15		88	%	0.43		0.37		16	%
Maintenance materials and repairs	34		26		8		31	%	0.46		0.57		(19)	%
Depreciation and amortization	13		8		5		63	%	0.17		0.17		—	%
CARES Act credits	—		(136)		136		N/M		—		(2.96)		N/M