ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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20-4745737
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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1201 North Town Center Drive
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Las Vegas, Nevada
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89144
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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Nasdaq Global Select Market
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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Traditional Airline Approach
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Allegiant Approach
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•
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Focus on business and leisure travelers
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•
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Focus on leisure travelers
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•
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Provide high frequency service from big cities
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•
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Provide low frequency service from small and medium-sized cities
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•
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Use smaller aircraft to provide connecting service from smaller markets through hubs
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•
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Use larger jet aircraft to provide nonstop service from origination cities direct to leisure destinations
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•
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Utilize bundled pricing
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•
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Utilize unbundled pricing of air-related services and products
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•
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Sell through various intermediaries
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•
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Sell only directly to travelers
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•
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Offer flight connections
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•
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Do not offer connecting flights
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•
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Use code-share arrangements to increase passenger traffic
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•
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Do not use code-share arrangements
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Routes to Orlando
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68
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Routes to Las Vegas
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54
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Routes to Tampa/St. Petersburg
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54
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Routes to Phoenix
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42
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Routes to Punta Gorda
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40
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Routes to Los Angeles
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25
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Other routes
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106
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Total routes
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389
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Employee Group
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Representative
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Status of Agreement
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Flight Dispatchers
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International Brotherhood of Teamsters, Airline Division, Local 986
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Elected representation in October 2016. Negotiations are ongoing.
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•
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incur additional indebtedness;
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•
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incur liens;
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•
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make restricted payments (including paying dividends on, redeeming, repurchasing, or retiring our capital stock);
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•
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make investments; and
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•
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consolidate, merge, or sell all or substantially all of our assets.
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•
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under agreements governing our indebtedness;
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•
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make it more difficult to satisfy our other future obligations, including our obligations to pay the purchase price in respect of current and future aircraft purchase contracts;
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•
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require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available to fund internal growth through working capital, capital expenditures, and for other purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business, the competitive environment, legislation and our industry;
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•
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make us more vulnerable to adverse changes in our business, economic, industry, market or competitive conditions and adverse changes in government regulation;
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•
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expose us to interest rate and pricing increases on indebtedness and financing arrangements;
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•
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restrict us from pursuing strategic acquisitions or exploiting certain business opportunities;
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•
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subject us to a greater risk of non-compliance with financial and other restrictive covenants in financing arrangements;
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•
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limit, among other things, our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, execution of our business strategy and other purposes or raise equity capital in the future and increasing the costs of such additional financings; and
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•
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place us at a competitive disadvantage compared to our competitors who may not be as highly leveraged or who have less debt in relation to cash flow.
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•
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fuel price volatility, and the effect of economic and geopolitical factors and worldwide oil supply and consumption on fuel availability
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•
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announcements concerning our competitors, the airline industry, or the economy in general
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•
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strategic actions by us or our competitors, such as acquisitions or restructurings
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•
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media reports and publications about the safety of our aircraft or the aircraft types we operate
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•
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new regulatory pronouncements and changes in regulatory guidelines
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•
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announcements concerning our business strategy
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•
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our ability to grow service in the future as rapidly as the market anticipates as we continue to add more cities to our network
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•
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general and industry-specific economic conditions
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•
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changes in financial estimates or recommendations by securities analysts
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•
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substantial sales of our common stock or other actions by investors with significant shareholdings
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•
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additional issuances of our common stock
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•
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labor work actions
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•
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general market conditions
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•
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advance notification procedures for matters to be brought before stockholder meetings
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•
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a limitation on who may call stockholder meetings
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•
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the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without a stockholder vote
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Aircraft Type
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Owned (1)
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Seating Capacity
(per aircraft) |
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Age Range (years)
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Average Age
in Years |
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MD-83/88
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37
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166
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22-32
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27.8
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Airbus A319 (2)
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22
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156
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11-14
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12.4
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Airbus A320 (3)
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30
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177/186
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0-21
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11.4
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Total aircraft
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89
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(1)
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Refer to Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5 – Long-Term Debt for discussion of notes payable collateralized by our aircraft.
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(2)
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Does not include 11 owned aircraft currently on lease to a European carrier until 2018 or three aircraft of which we had taken delivery but not placed into service as of December 31, 2017.
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(3)
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Does not include two aircraft of which we had taken delivery but not placed into service as of December 31, 2017.
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MD-83/88
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32
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A319
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26
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A320
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31
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Total
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89
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Airport
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Location
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Asheville Regional Airport
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Fletcher, North Carolina
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Bellingham International Airport
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Bellingham, Washington
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Cincinnati/Northern Kentucky International Airport
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Hebron, Kentucky
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Destin-Fort Walton Beach Airport
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Destin, Florida
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Ft. Lauderdale-Hollywood International Airport
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Ft. Lauderdale, Florida
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Los Angeles International Airport
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Los Angeles, California
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McCarran International Airport
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Las Vegas, Nevada
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Myrtle Beach International Airport
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Myrtle Beach, South Carolina
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Oakland International Airport
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Oakland, California
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Orlando Sanford International Airport
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Sanford, Florida
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Phoenix-Mesa Gateway Airport
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Mesa, Arizona
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Pittsburgh International Airport
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Pittsburgh, Pennsylvania
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Punta Gorda Airport
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Punta Gorda, Florida
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St. Petersburg-Clearwater International Airport
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St. Petersburg, Florida
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Period
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High
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Low
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2017
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1st Quarter
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$
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182.25
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$
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153.40
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2nd Quarter
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$
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169.15
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$
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134.65
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3rd Quarter
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$
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147.00
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$
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111.54
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4th Quarter
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$
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162.35
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$
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125.95
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2016
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1st Quarter
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$
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182.50
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$
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134.64
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2nd Quarter
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$
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183.91
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$
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135.57
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3rd Quarter
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$
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152.81
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$
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127.70
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4th Quarter
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$
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173.82
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$
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131.45
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Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (b)
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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (c)
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Equity compensation plans approved by security holders (a)
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27,575
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$
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97.88
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1,578,456
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(a)
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There are no securities to be issued under any equity compensation plans not approved by our security holders.
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(b)
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The shares shown as being issuable under equity compensation plans approved by our security holders exclude unvested restricted stock awards of
192,890
as all restricted stock awards are deemed to have been issued, and exclude all outstanding stock appreciation rights ("SARs") which are settled in cash.
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(c)
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Our 2016 Long-Term Incentive Plan applies a fungible ratio such that a full-value award, such as a restricted stock grant or restricted stock unit grant, will be counted at two times its number for purposes of the plan limit. As a result, only a maximum of 789,228 shares of restricted stock are remaining for future issuance under the 2016 Long-Term Incentive Plan.
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid per Share
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Total Number of
Shares Purchased as Part of our Publicly Announced Plan |
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Approximate Dollar Value of Shares that
May Yet be Purchased Under the Plans or Programs (in thousands) (2) |
|||||
October
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44
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$
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141.35
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None
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November
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46
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126.85
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None
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December
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None
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N/A
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None
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Total
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90
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$
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133.94
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None
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$
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100,000
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(1)
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Reflects shares repurchased from employees who vested a portion of their restricted stock grants. These share repurchases were made at the election of each employee pursuant to an offer to repurchase by us. In each case, the shares repurchased constituted a portion of vested shares necessary to satisfy income tax withholding requirements.
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(2)
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Represents the remaining dollar amount of open market purchases of our common stock which has been authorized by the Board under a share repurchase program.
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12/31/2012
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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||||||||||||
ALGT
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$
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100.00
|
|
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$
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146.70
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|
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$
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211.25
|
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$
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238.84
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$
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240.16
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$
|
228.10
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Nasdaq Composite Index
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$
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100.00
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|
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$
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138.32
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|
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$
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156.85
|
|
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$
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165.84
|
|
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$
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178.28
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|
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$
|
228.63
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AMEX Airline Index
|
|
$
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100.00
|
|
|
$
|
157.63
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|
|
$
|
235.44
|
|
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$
|
196.56
|
|
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$
|
250.67
|
|
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$
|
263.77
|
|
|
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For the Year Ended December 31,
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||||||||||||||||||
FINANCIAL DATA
(in thousands except per share amounts)
:
|
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2017
(3)
|
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2016
|
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2015
|
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2014
(3)
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2013
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||||||||||
Total operating revenue
|
|
$
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1,503,778
|
|
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$
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1,362,831
|
|
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$
|
1,262,188
|
|
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$
|
1,137,046
|
|
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$
|
996,150
|
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Total operating expenses
|
|
1,276,609
|
|
|
992,273
|
|
|
890,486
|
|
|
979,701
|
|
|
841,413
|
|
|||||
Operating income
|
|
227,169
|
|
|
370,558
|
|
|
371,702
|
|
|
157,345
|
|
|
154,737
|
|
|||||
Total other expense
(1)
|
|
31,623
|
|
|
24,600
|
|
|
24,983
|
|
|
20,214
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|
|
8,057
|
|
|||||
Income before income taxes
|
|
195,546
|
|
|
345,958
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|
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346,719
|
|
|
137,131
|
|
|
146,680
|
|
|||||
Net income attributable to Allegiant Travel Company
|
|
$
|
194,902
|
|
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$
|
219,590
|
|
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$
|
220,374
|
|
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$
|
86,689
|
|
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$
|
92,273
|
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Earnings per share to common shareholders
(2)
:
|
|
|
|
|
|
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|
|
|
|
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|||||
Basic
|
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$
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11.94
|
|
|
$
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13.23
|
|
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$
|
12.97
|
|
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$
|
4.87
|
|
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$
|
4.85
|
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Diluted
|
|
$
|
11.93
|
|
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$
|
13.21
|
|
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$
|
12.94
|
|
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$
|
4.86
|
|
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$
|
4.82
|
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Cash dividends declared per share
|
|
$
|
2.80
|
|
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$
|
2.40
|
|
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$
|
2.75
|
|
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$
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2.50
|
|
|
$
|
2.25
|
|
Total assets
|
|
$
|
2,180,157
|
|
|
$
|
1,671,576
|
|
|
$
|
1,358,331
|
|
|
$
|
1,240,986
|
|
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$
|
935,889
|
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Total long-term debt, net of related costs
|
|
1,164,892
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|
|
808,274
|
|
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641,678
|
|
|
588,794
|
|
|
236,574
|
|
|||||
Shareholders' equity
|
|
547,947
|
|
|
473,622
|
|
|
350,005
|
|
|
294,065
|
|
|
377,317
|
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(1)
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Net of capitalized interest of $3.2 million in 2017 and $1.8 million in 2016.
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(2)
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Our unvested restricted stock awards are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock. The Basic and Diluted earnings per share for the periods presented reflect the two-class method mandated by accounting guidance for the calculation of earnings per share. The two-class method adjusts both the net income and shares used in the calculation. Application of the two-class method did not have a significant impact on the basic or diluted earnings per share for the periods presented.
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(3)
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Operating expenses, operating income, net income and earnings per share in these years were impacted by special items: (a) a non-cash impairment charge of $35.3 million to our MD-80 fleet and related assets in the fourth quarter of 2017; (b) a $74.7 million income tax benefit from the remeasurement of deferred taxes due to the passage of the Tax Cuts and Jobs Act of 2017; and (c) a non-cash impairment charge of $43.3 million to six Boeing 757-200 aircraft and related assets in the fourth quarter of 2014.
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For the Year Ended December 31,
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||||||||||||||||||
OPERATING DATA:
(unaudited)
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2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Total system statistics:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passengers
|
12,310,122
|
|
|
11,128,191
|
|
|
9,500,611
|
|
|
8,154,357
|
|
|
7,241,063
|
|
|||||
Revenue passenger miles (RPMs) (thousands)
|
11,106,772
|
|
|
10,282,827
|
|
|
8,944,952
|
|
|
7,825,962
|
|
|
7,129,416
|
|
|||||
Available seat miles (ASMs) (thousands)
|
13,612,003
|
|
|
12,375,505
|
|
|
10,526,610
|
|
|
8,945,616
|
|
|
8,146,135
|
|
|||||
Load factor
|
81.6
|
%
|
|
83.1
|
%
|
|
85.0
|
%
|
|
87.5
|
%
|
|
87.5
|
%
|
|||||
Operating expense per ASM (CASM) (cents)**
|
9.38
|
|
|
8.02
|
|
|
8.45
|
|
|
10.95
|
|
|
10.33
|
|
|||||
Fuel expense per ASM (cents)***
|
2.52
|
|
|
2.08
|
|
|
2.64
|
|
|
4.34
|
|
|
4.73
|
|
|||||
Operating CASM, excluding fuel (cents)**
|
6.86
|
|
|
5.94
|
|
|
5.81
|
|
|
6.61
|
|
|
5.60
|
|
|||||
ASMs per gallon of fuel
|
72.96
|
|
|
71.62
|
|
|
70.20
|
|
|
69.38
|
|
|
67.62
|
|
|||||
Departures
|
93,061
|
|
|
82,341
|
|
|
68,653
|
|
|
56,961
|
|
|
51,083
|
|
|||||
Block hours
|
212,405
|
|
|
190,706
|
|
|
160,431
|
|
|
135,572
|
|
|
125,449
|
|
|||||
Average stage length (miles)
|
870
|
|
|
889
|
|
|
900
|
|
|
918
|
|
|
933
|
|
|||||
Average number of operating aircraft during period
|
87.3
|
|
|
83.3
|
|
|
74.3
|
|
|
68.8
|
|
|
62.9
|
|
|||||
Average block hours per aircraft per day
|
6.7
|
|
|
6.3
|
|
|
5.9
|
|
|
5.4
|
|
|
5.5
|
|
|||||
Full-time equivalent employees at end of period
|
3,752
|
|
|
3,416
|
|
|
2,846
|
|
|
2,411
|
|
|
2,065
|
|
|||||
Fuel gallons consumed (thousands)
|
186,563
|
|
|
172,796
|
|
|
149,951
|
|
|
128,933
|
|
|
120,476
|
|
|||||
Average fuel cost per gallon***
|
$
|
1.84
|
|
|
$
|
1.49
|
|
|
$
|
1.86
|
|
|
$
|
3.01
|
|
|
$
|
3.20
|
|
Scheduled service statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Passengers
|
12,138,146
|
|
|
11,003,864
|
|
|
9,355,097
|
|
|
8,017,442
|
|
|
7,103,375
|
|
|||||
Revenue passenger miles (RPMs) (thousands)
|
10,901,161
|
|
|
10,130,675
|
|
|
8,821,908
|
|
|
7,711,696
|
|
|
7,015,108
|
|
|||||
Available seat miles (ASMs) (thousands)
|
13,031,824
|
|
|
11,921,733
|
|
|
10,236,075
|
|
|
8,693,631
|
|
|
7,892,896
|
|
|||||
Load factor
|
83.7
|
%
|
|
85.0
|
%
|
|
86.2
|
%
|
|
88.7
|
%
|
|
88.9
|
%
|
|||||
Departures
|
88,432
|
|
|
78,747
|
|
|
65,683
|
|
|
54,440
|
|
|
48,389
|
|
|||||
Block hours
|
202,752
|
|
|
183,290
|
|
|
155,403
|
|
|
131,210
|
|
|
120,620
|
|
|||||
Total scheduled service revenue per ASM (TRASM)* (cents)
|
10.88
|
|
|
10.89
|
|
|
11.82
|
|
|
12.66
|
|
|
12.37
|
|
|||||
Average fare - scheduled service
|
$
|
67.41
|
|
|
$
|
68.47
|
|
|
$
|
78.63
|
|
|
$
|
91.30
|
|
|
$
|
91.69
|
|
Average fare - ancillary air-related charges
|
$
|
45.02
|
|
|
$
|
45.40
|
|
|
$
|
46.43
|
|
|
$
|
41.37
|
|
|
$
|
40.52
|
|
Average fare - ancillary third party products
|
$
|
4.34
|
|
|
$
|
4.08
|
|
|
$
|
4.29
|
|
|
$
|
4.56
|
|
|
$
|
5.21
|
|
Average fare - total
|
$
|
116.77
|
|
|
$
|
117.95
|
|
|
$
|
129.35
|
|
|
$
|
137.23
|
|
|
$
|
137.42
|
|
Average stage length (miles)
|
876
|
|
|
895
|
|
|
915
|
|
|
934
|
|
|
952
|
|
|||||
Fuel gallons consumed (thousands)
|
178,298
|
|
|
166,528
|
|
|
145,654
|
|
|
125,173
|
|
|
116,370
|
|
|||||
Percent of sales through website during period
|
94.0
|
%
|
|
94.2
|
%
|
|
95.1
|
%
|
|
93.8
|
%
|
|
92.0
|
%
|
|||||
OTHER DATA:
(unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Hotel room nights
|
390,986
|
|
|
439,942
|
|
|
452,272
|
|
|
528,329
|
|
|
595,697
|
|
|||||
Rental car days
|
1,415,901
|
|
|
1,502,326
|
|
|
1,204,982
|
|
|
916,640
|
|
|
844,858
|
|
*
|
Various components of this measure do not have a direct correlation to ASMs. These figures are provided on a per ASM basis so as to facilitate comparisons with airlines reporting revenues on a per ASM basis.
|
**
|
Includes effects of special items in 2017 and 2014. 2016 CASM also includes effect of fuel tax refund of $8.3 million.
|
***
|
Includes effect of fuel tax refund of $8.3 million (approximately $0.05 per gallon) in 2016.
|
•
|
Solidified plans to transition to an all Airbus fleet by the end of 2018;
|
•
|
added 19 Airbus A320 series aircraft into service, and retired 10 MD-80 aircraft and four Boeing 757-200 aircraft;
|
•
|
returned $131.9 million to shareholders during the year - $86.2 million through open market stock repurchases and $45.7 million through the payment of recurring cash dividends;
|
•
|
realized a one-time tax benefit of
$74.7 million
resulting from the Tax Cuts and Jobs Act passed in December 2017;
|
•
|
operated 401 routes at
December 31, 2017
versus 360 at the end of 2016; and
|
•
|
announced plans to develop Sunseeker Resorts, a hotel/condo resort in Port Charlotte, Florida.
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
MD-80
|
37
|
|
|
47
|
|
|
51
|
|
B757-200
|
—
|
|
|
4
|
|
|
5
|
|
A319 (1)
|
22
|
|
|
17
|
|
|
10
|
|
A320 (2)
|
30
|
|
|
16
|
|
|
14
|
|
Total
|
89
|
|
|
84
|
|
|
80
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
Leisure destinations
|
19
|
|
|
21
|
|
|
17
|
|
Origination cities
|
101
|
|
|
97
|
|
|
88
|
|
Total cities
|
120
|
|
|
118
|
|
|
105
|
|
Total routes
|
401
|
|
|
360
|
|
|
296
|
|
|
For the Year Ended December 31,
|
|
Percent
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Salary and benefits
|
$
|
30.19
|
|
|
$
|
26.24
|
|
|
15.1
|
%
|
Aircraft fuel*
|
27.89
|
|
|
23.12
|
|
|
20.6
|
|
||
Station operations
|
11.58
|
|
|
11.15
|
|
|
3.9
|
|
||
Maintenance and repairs
|
9.22
|
|
|
9.98
|
|
|
(7.6
|
)
|
||
Depreciation and amortization
|
9.89
|
|
|
9.45
|
|
|
4.7
|
|
||
Sales and marketing
|
4.28
|
|
|
1.84
|
|
|
132.6
|
|
||
Aircraft lease rentals
|
0.25
|
|
|
0.08
|
|
|
212.5
|
|
||
Other
|
7.54
|
|
|
7.29
|
|
|
3.4
|
|
||
Special charge**
|
2.86
|
|
|
—
|
|
|
NM
|
|
||
Operating expense per passenger
|
$
|
103.70
|
|
|
$
|
89.15
|
|
|
16.3
|
%
|
Operating expense per passenger, excluding fuel
|
$
|
75.81
|
|
|
$
|
66.03
|
|
|
14.8
|
%
|
|
For the Year Ended December 31,
|
|
Percent
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Salary and benefits
|
|
2.73
|
¢
|
|
|
2.36
|
¢
|
|
15.7
|
%
|
Aircraft fuel*
|
2.52
|
|
|
2.08
|
|
|
21.2
|
|
||
Station operations
|
1.05
|
|
|
1.00
|
|
|
5.0
|
|
||
Maintenance and repairs
|
0.83
|
|
|
0.90
|
|
|
(7.8
|
)
|
||
Depreciation and amortization
|
0.89
|
|
|
0.85
|
|
|
4.7
|
|
||
Sales and marketing
|
0.39
|
|
|
0.17
|
|
|
129.4
|
|
||
Aircraft lease rentals
|
0.02
|
|
|
0.01
|
|
|
100.0
|
|
||
Other
|
0.69
|
|
|
0.65
|
|
|
6.2
|
|
||
Special charge**
|
0.26
|
|
|
—
|
|
|
NM
|
|
||
CASM
|
|
9.38
|
¢
|
|
|
8.02
|
¢
|
|
17.0
|
%
|
Operating CASM, excluding fuel
|
|
6.86
|
¢
|
|
|
5.94
|
¢
|
|
15.5
|
%
|
|
For the Year Ended December 31,
|
|
Percentage
|
|||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Aircraft fuel*
|
$
|
23.12
|
|
|
$
|
29.30
|
|
|
(21.1
|
)%
|
Salary and benefits
|
26.24
|
|
|
24.19
|
|
|
8.5
|
|
||
Station operations
|
11.15
|
|
|
10.77
|
|
|
3.5
|
|
||
Maintenance and repairs
|
9.98
|
|
|
9.74
|
|
|
2.5
|
|
||
Depreciation and amortization
|
9.45
|
|
|
10.33
|
|
|
(8.5
|
)
|
||
Sales and marketing
|
1.84
|
|
|
2.25
|
|
|
(18.2
|
)
|
||
Aircraft lease rentals
|
0.08
|
|
|
0.24
|
|
|
(66.7
|
)
|
||
Other
|
7.29
|
|
|
6.91
|
|
|
5.5
|
|
||
Operating expense per passenger
|
$
|
89.15
|
|
|
$
|
93.73
|
|
|
(4.9
|
)%
|
Operating expense per passenger, excluding fuel
|
$
|
66.03
|
|
|
$
|
64.43
|
|
|
2.5
|
%
|
|
For the Year Ended December 31,
|
|
|
Percentage
|
||||||
|
2016
|
|
|
2015
|
|
|
Change
|
|||
Aircraft fuel*
|
2.08
|
|
¢
|
|
2.64
|
|
¢
|
|
(21.2
|
)%
|
Salary and benefits
|
2.36
|
|
|
|
2.18
|
|
|
|
8.3
|
|
Station operations
|
1.00
|
|
|
|
0.97
|
|
|
|
3.1
|
|
Maintenance and repairs
|
0.90
|
|
|
|
0.88
|
|
|
|
2.3
|
|
Depreciation and amortization
|
0.85
|
|
|
|
0.93
|
|
|
|
(8.6
|
)
|
Sales and marketing
|
0.17
|
|
|
|
0.20
|
|
|
|
(15.0
|
)
|
Aircraft lease rental
|
0.01
|
|
|
|
0.02
|
|
|
|
(50.0
|
)
|
Other
|
0.65
|
|
|
|
0.63
|
|
|
|
3.2
|
|
Operating expense per ASM (CASM)
|
8.02
|
|
¢
|
|
8.45
|
|
¢
|
|
(5.1
|
)%
|
CASM, excluding fuel
|
5.94
|
|
¢
|
|
5.81
|
|
¢
|
|
2.2
|
%
|
|
|
Total
|
|
Less than 1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than 5 years
|
||||||||||
Long-term debt obligations (1)
|
|
$
|
1,299,828
|
|
|
$
|
263,742
|
|
|
$
|
709,348
|
|
|
$
|
125,067
|
|
|
$
|
201,671
|
|
Operating lease obligations (2) (5)
|
|
28,426
|
|
|
7,455
|
|
|
11,308
|
|
|
3,839
|
|
|
5,824
|
|
|||||
Aircraft acquisition obligations (3) (5)
|
|
574,114
|
|
|
150,264
|
|
|
163,870
|
|
|
61,530
|
|
|
198,450
|
|
|||||
Airport fees under use and lease agreements (4) (5)
|
|
27,077
|
|
|
11,336
|
|
|
15,678
|
|
|
63
|
|
|
—
|
|
|||||
Total future payments under contractual obligations
|
|
$
|
1,929,445
|
|
|
$
|
432,797
|
|
|
$
|
900,204
|
|
|
$
|
190,499
|
|
|
$
|
405,945
|
|
(1)
|
Long-term debt obligations (including variable interest entities) include scheduled interest payments, using LIBOR rates as of December 31, 2017, and excludes debt issuance costs.
|
(2)
|
Operating lease obligations include the lease and use of gate space and areas surrounding gates, operating support areas in airport terminals under use and lease agreements, and leases of office, warehouse and other space.
|
(3)
|
Includes aircraft acquisition obligations under existing aircraft purchase agreements and capital lease agreements.
|
(4)
|
Obligations for common and joint use space in the airport terminal facilities under use and lease agreements.
|
(5)
|
Not reflected on our balance sheet.
|
|
Twelve Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
||||
|
2017
|
|
2016
|
||||
Reconciliation of operating CASM, excluding fuel and special item (millions)
|
|||||||
Total operating expense (GAAP)
|
$
|
1,276.6
|
|
|
$
|
992.3
|
|
Less aircraft fuel expense
|
343.3
|
|
|
257.3
|
|
||
Total operating expense less fuel*
|
933.3
|
|
|
735.0
|
|
||
Special item:
|
|
|
|
||||
Write down of MD-80 fleet
|
35.3
|
|
|
—
|
|
||
Total operating expense less fuel and special item*
|
898.0
|
|
|
735.0
|
|
||
System available seat miles
|
13,612.0
|
|
|
12,375.5
|
|
||
Cost per available seat mile (cents) as reported
|
9.38
|
|
|
8.02
|
|
||
Cost per available seat mile excluding fuel and special item (cents)*
|
6.60
|
|
|
5.94
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
375,837
|
|
|
$
|
400,614
|
|
|
$
|
348,769
|
|
|
$
|
378,558
|
|
Operating income
|
72,888
|
|
|
85,196
|
|
|
42,916
|
|
|
26,168
|
|
||||
Net income attributable to Allegiant Travel Company
|
41,632
|
|
|
48,475
|
|
|
22,293
|
|
|
82,502
|
|
||||
Earnings per share to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
2.50
|
|
|
2.94
|
|
|
1.39
|
|
|
5.13
|
|
||||
Diluted
|
2.50
|
|
|
2.94
|
|
|
1.39
|
|
|
5.13
|
|
||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
348,615
|
|
|
$
|
344,851
|
|
|
$
|
333,481
|
|
|
$
|
335,883
|
|
Operating income
|
121,126
|
|
|
104,476
|
|
|
76,840
|
|
|
68,115
|
|
||||
Net income attributable to Allegiant Travel Company
|
71,980
|
|
|
60,847
|
|
|
45,453
|
|
|
41,310
|
|
||||
Earnings per share to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
4.29
|
|
|
3.69
|
|
|
2.76
|
|
|
2.49
|
|
||||
Diluted
|
4.29
|
|
|
3.68
|
|
|
2.75
|
|
|
2.48
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
59,449
|
|
|
$
|
64,711
|
|
Restricted cash
|
11,190
|
|
|
11,647
|
|
||
Short-term investments
|
352,681
|
|
|
269,269
|
|
||
Accounts receivable
|
71,057
|
|
|
40,667
|
|
||
Expendable parts, supplies and fuel, net of reserve of $13,756 and $7,205
|
17,647
|
|
|
16,797
|
|
||
Prepaid expenses
|
23,931
|
|
|
16,277
|
|
||
Other current assets
|
5,320
|
|
|
2,686
|
|
||
TOTAL CURRENT ASSETS
|
541,275
|
|
|
422,054
|
|
||
Property and equipment, net of accumulated depreciation of $276,548 and $466,151 (including $112,750 and $0 from VIEs, Note 5)
|
1,512,415
|
|
|
1,095,314
|
|
||
Long-term investments
|
78,570
|
|
|
124,834
|
|
||
Deferred major maintenance, net of accumulated amortization of $8,218 and $1,510
|
31,326
|
|
|
17,347
|
|
||
Deposits and other assets
|
16,571
|
|
|
12,027
|
|
||
TOTAL ASSETS
|
$
|
2,180,157
|
|
|
$
|
1,671,576
|
|
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
20,108
|
|
|
$
|
16,010
|
|
Accrued liabilities
|
105,127
|
|
|
96,661
|
|
||
Air traffic liability
|
210,184
|
|
|
194,001
|
|
||
Current maturities of notes payable, net of related costs of $2,298 and $1,868 (including $8,935 and $0 from VIEs, Note 5)
|
214,761
|
|
|
86,226
|
|
||
TOTAL CURRENT LIABILITIES
|
550,180
|
|
|
392,898
|
|
||
LONG-TERM DEBT AND OTHER LONG-TERM LIABILITIES:
|
|
|
|
||||
Long-term debt, net of current maturities and related costs of $3,812 and $3,035 (including $92,424 and $0 from VIEs, Note 5)
|
950,131
|
|
|
722,048
|
|
||
Deferred income taxes
|
118,492
|
|
|
75,338
|
|
||
Other noncurrent liabilities
|
13,407
|
|
|
7,670
|
|
||
TOTAL LIABILITIES:
|
1,632,210
|
|
|
1,197,954
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 12)
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock, par value $.001, 100,000,000 shares authorized; 22,515,997 and 22,469,413 shares issued; 16,066,404 and 16,633,425 shares outstanding, as of December 31, 2017 and 2016, respectively
|
23
|
|
|
22
|
|
||
Treasury stock, at cost, 6,449,593 and 5,835,988 shares at December 31, 2017 and 2016, respectively
|
(605,655
|
)
|
|
(517,803
|
)
|
||
Additional paid in capital
|
253,840
|
|
|
238,236
|
|
||
Accumulated other comprehensive loss, net
|
(2,840
|
)
|
|
(230
|
)
|
||
Retained earnings
|
902,579
|
|
|
753,397
|
|
||
TOTAL EQUITY
|
547,947
|
|
|
473,622
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
2,180,157
|
|
|
$
|
1,671,576
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING REVENUE:
|
|
|
|
|
|
||||||
Scheduled service revenue
|
$
|
818,136
|
|
|
$
|
753,414
|
|
|
$
|
735,563
|
|
Ancillary revenue:
|
|
|
|
|
|
||||||
Air-related charges
|
546,476
|
|
|
499,542
|
|
|
434,317
|
|
|||
Third party products
|
52,707
|
|
|
44,940
|
|
|
40,177
|
|
|||
Total ancillary revenue
|
599,183
|
|
|
544,482
|
|
|
474,494
|
|
|||
Fixed fee contract revenue
|
48,708
|
|
|
31,972
|
|
|
19,747
|
|
|||
Other revenue
|
37,751
|
|
|
32,963
|
|
|
32,384
|
|
|||
Total operating revenue
|
1,503,778
|
|
|
1,362,831
|
|
|
1,262,188
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Salary and benefits
|
371,599
|
|
|
291,974
|
|
|
229,802
|
|
|||
Aircraft fuel
|
343,333
|
|
|
257,332
|
|
|
278,394
|
|
|||
Station operations
|
142,581
|
|
|
124,052
|
|
|
102,294
|
|
|||
Depreciation and amortization
|
121,713
|
|
|
105,216
|
|
|
98,097
|
|
|||
Maintenance and repairs
|
113,481
|
|
|
111,070
|
|
|
92,575
|
|
|||
Sales and marketing
|
52,711
|
|
|
20,527
|
|
|
21,349
|
|
|||
Aircraft lease rentals
|
3,098
|
|
|
924
|
|
|
2,326
|
|
|||
Other
|
92,840
|
|
|
81,178
|
|
|
65,649
|
|
|||
Special charge
|
35,253
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
1,276,609
|
|
|
992,273
|
|
|
890,486
|
|
|||
OPERATING INCOME
|
227,169
|
|
|
370,558
|
|
|
371,702
|
|
|||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
||||||
Interest income
|
(5,808
|
)
|
|
(3,010
|
)
|
|
(1,452
|
)
|
|||
Interest expense
|
38,990
|
|
|
28,836
|
|
|
26,510
|
|
|||
Other, net
|
(1,559
|
)
|
|
(1,226
|
)
|
|
(75
|
)
|
|||
Total other expense
|
31,623
|
|
|
24,600
|
|
|
24,983
|
|
|||
INCOME BEFORE INCOME TAXES
|
195,546
|
|
|
345,958
|
|
|
346,719
|
|
|||
PROVISION FOR INCOME TAXES
|
644
|
|
|
126,368
|
|
|
126,389
|
|
|||
NET INCOME
|
194,902
|
|
|
219,590
|
|
|
220,330
|
|
|||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||
NET INCOME ATTRIBUTABLE TO ALLEGIANT TRAVEL COMPANY
|
$
|
194,902
|
|
|
$
|
219,590
|
|
|
$
|
220,374
|
|
Earnings per share to common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
11.94
|
|
|
$
|
13.23
|
|
|
$
|
12.97
|
|
Diluted
|
$
|
11.93
|
|
|
$
|
13.21
|
|
|
$
|
12.94
|
|
Shares used for computation:
|
|
|
|
|
|
||||||
Basic
|
16,073
|
|
|
16,465
|
|
|
16,923
|
|
|||
Diluted
|
16,095
|
|
|
16,489
|
|
|
16,962
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per share:
|
$
|
2.80
|
|
|
$
|
2.40
|
|
|
$
|
2.75
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
194,902
|
|
|
$
|
219,590
|
|
|
$
|
220,330
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Change in available for sale securities, net of tax
|
49
|
|
|
318
|
|
|
(185
|
)
|
|||
Foreign currency translation adjustments
|
(681
|
)
|
|
88
|
|
|
226
|
|
|||
Change in derivatives, net of tax
|
(871
|
)
|
|
(424
|
)
|
|
874
|
|
|||
Reclassification of derivative gains into Other revenue
|
(1,107
|
)
|
|
(1,046
|
)
|
|
(1,292
|
)
|
|||
Total other comprehensive loss
|
(2,610
|
)
|
|
(1,064
|
)
|
|
(377
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
192,292
|
|
|
218,526
|
|
|
219,953
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO ALLEGIANT TRAVEL COMPANY
|
$
|
192,292
|
|
|
$
|
218,526
|
|
|
$
|
219,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Allegiant
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Travel
|
|
|
|
|
|||||||||||||||||
|
Common
|
|
|
|
Additional
|
|
other
|
|
|
|
|
|
Company
|
|
|
|
Total
|
|||||||||||||||||
|
stock
|
|
Par
|
|
paid-in
|
|
comprehensive
|
|
Retained
|
|
Treasury
|
|
shareholders'
|
|
Noncontrolling
|
|
shareholders'
|
|||||||||||||||||
|
outstanding
|
|
value
|
|
capital
|
|
income (loss)
|
|
earnings
|
|
shares
|
|
equity
|
|
interest
|
|
equity
|
|||||||||||||||||
Balance at December 31, 2014
|
17,413
|
|
|
$
|
22
|
|
|
$
|
221,257
|
|
|
$
|
1,211
|
|
|
$
|
395,783
|
|
|
$
|
(325,396
|
)
|
|
$
|
292,877
|
|
|
$
|
1,188
|
|
|
$
|
294,065
|
|
Share-based compensation
|
37
|
|
|
—
|
|
|
7,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,307
|
|
|
—
|
|
|
7,307
|
|
||||||||
Issuance of common stock, net of forfeitures
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
3,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,865
|
|
|
—
|
|
|
3,865
|
|
||||||||
Liquidation of ownership interest in subsidiary
|
—
|
|
|
—
|
|
|
(3,484
|
)
|
|
—
|
|
|
3,926
|
|
|
—
|
|
|
442
|
|
|
(1,144
|
)
|
|
(702
|
)
|
||||||||
Shares repurchased by the Company and held as treasury shares
|
(695
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,455
|
)
|
|
(129,455
|
)
|
|
—
|
|
|
(129,455
|
)
|
||||||||
Stock issued under employee stock purchase plan
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,436
|
|
|
1,436
|
|
|
—
|
|
|
1,436
|
|
||||||||
Cash dividends declared, $2.75 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,464
|
)
|
|
—
|
|
|
(46,464
|
)
|
|
—
|
|
|
(46,464
|
)
|
||||||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
(377
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,374
|
|
|
—
|
|
|
220,374
|
|
|
(44
|
)
|
|
220,330
|
|
||||||||
Balance at December 31, 2015
|
16,803
|
|
|
$
|
22
|
|
|
$
|
228,945
|
|
|
$
|
834
|
|
|
$
|
573,619
|
|
|
$
|
(453,415
|
)
|
|
$
|
350,005
|
|
|
$
|
—
|
|
|
$
|
350,005
|
|
Share-based compensation
|
5
|
|
|
—
|
|
|
9,291
|
|
|
—
|
|
|
|
|
|
|
9,291
|
|
|
—
|
|
|
9,291
|
|
||||||||||
Issuance of common stock, net of forfeitures
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares repurchased by the Company and held as treasury shares
|
(402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(66,371
|
)
|
|
(66,371
|
)
|
|
—
|
|
|
(66,371
|
)
|
|||||||||
Stock issued under employee stock purchase plan
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,983
|
|
|
1,983
|
|
|
—
|
|
|
1,983
|
|
|||||||||
Cash dividends declared, $2.40 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,812
|
)
|
|
|
|
(39,812
|
)
|
|
—
|
|
|
(39,812
|
)
|
|||||||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|
|
|
|
|
(1,064
|
)
|
|
—
|
|
|
(1,064
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,590
|
|
|
|
|
219,590
|
|
|
—
|
|
|
219,590
|
|
|||||||||
Balance at December 31, 2016
|
16,633
|
|
|
$
|
22
|
|
|
$
|
238,236
|
|
|
$
|
(230
|
)
|
|
$
|
753,397
|
|
|
$
|
(517,803
|
)
|
|
$
|
473,622
|
|
|
$
|
—
|
|
|
$
|
473,622
|
|
Share-based compensation
|
16
|
|
|
—
|
|
|
15,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,604
|
|
|
—
|
|
|
15,604
|
|
||||||||
Issuance of common stock, net of forfeitures
|
31
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Shares repurchased by the Company and held as treasury shares
|
(632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,457
|
)
|
|
(90,457
|
)
|
|
—
|
|
|
(90,457
|
)
|
||||||||
Stock issued under employee stock purchase plan
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,605
|
|
|
2,605
|
|
|
—
|
|
|
2,605
|
|
||||||||
Cash dividends declared, $2.80 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,720
|
)
|
|
—
|
|
|
(45,720
|
)
|
|
—
|
|
|
(45,720
|
)
|
||||||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,610
|
)
|
|
—
|
|
|
—
|
|
|
(2,610
|
)
|
|
—
|
|
|
(2,610
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194,902
|
|
|
—
|
|
|
194,902
|
|
|
—
|
|
|
194,902
|
|
||||||||
Balance at December 31, 2017
|
16,066
|
|
|
$
|
23
|
|
|
$
|
253,840
|
|
|
$
|
(2,840
|
)
|
|
$
|
902,579
|
|
|
$
|
(605,655
|
)
|
|
$
|
547,947
|
|
|
$
|
—
|
|
|
$
|
547,947
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
194,902
|
|
|
$
|
219,590
|
|
|
$
|
220,330
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
121,713
|
|
|
105,216
|
|
|
98,097
|
|
|||
Loss on aircraft and other equipment disposals
|
9,334
|
|
|
4,981
|
|
|
4,630
|
|
|||
Special charge
|
35,253
|
|
|
—
|
|
|
—
|
|
|||
Provision for obsolescence of expendable parts, supplies and fuel
|
4,576
|
|
|
2,598
|
|
|
1,604
|
|
|||
Amortization of deferred financing costs
|
1,357
|
|
|
1,688
|
|
|
1,099
|
|
|||
Share-based compensation expense
|
13,856
|
|
|
9,389
|
|
|
10,474
|
|
|||
Deferred income taxes
|
42,473
|
|
|
29,846
|
|
|
8,979
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
(3,865
|
)
|
|||
Changes in certain assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(30,568
|
)
|
|
(18,201
|
)
|
|
(1,693
|
)
|
|||
(Increase) decrease in prepaid expenses
|
(7,654
|
)
|
|
1,999
|
|
|
6,030
|
|
|||
Increase (decrease) in accounts payable
|
4,798
|
|
|
9,209
|
|
|
(6,431
|
)
|
|||
Increase (decrease) in accrued liabilities
|
9,251
|
|
|
7,596
|
|
|
14,673
|
|
|||
Increase (decrease) in air traffic liability
|
16,183
|
|
|
(4,135
|
)
|
|
12,821
|
|
|||
Change in deferred major maintenance
|
(20,687
|
)
|
|
(18,857
|
)
|
|
—
|
|
|||
Other, net
|
(3,656
|
)
|
|
(4,058
|
)
|
|
(1,381
|
)
|
|||
Net cash provided by operating activities
|
391,131
|
|
|
346,861
|
|
|
365,367
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of investment securities
|
(363,300
|
)
|
|
(444,532
|
)
|
|
(357,546
|
)
|
|||
Proceeds from maturities of investment securities
|
319,915
|
|
|
361,082
|
|
|
373,816
|
|
|||
Aircraft pre-delivery deposits
|
(11,810
|
)
|
|
(125,434
|
)
|
|
—
|
|
|||
Purchase of property and equipment, including capitalized interest
|
(568,439
|
)
|
|
(199,743
|
)
|
|
(252,686
|
)
|
|||
Other investing activities
|
5,115
|
|
|
6,790
|
|
|
2,198
|
|
|||
Net cash used in investing activities
|
(618,519
|
)
|
|
(401,837
|
)
|
|
(234,218
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash dividends paid to shareholders
|
(45,720
|
)
|
|
(67,540
|
)
|
|
(62,439
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
3,865
|
|
|||
Proceeds from the issuance of debt
|
497,540
|
|
|
321,160
|
|
|
121,000
|
|
|||
Repurchase of common stock
|
(90,457
|
)
|
|
(66,371
|
)
|
|
(129,455
|
)
|
|||
Principal payments on debt
|
(138,858
|
)
|
|
(154,080
|
)
|
|
(67,930
|
)
|
|||
Other financing activities
|
(379
|
)
|
|
(594
|
)
|
|
1,312
|
|
|||
Net cash provided by (used in) financing activities
|
222,126
|
|
|
32,575
|
|
|
(133,647
|
)
|
|||
Net change in cash and cash equivalents
|
(5,262
|
)
|
|
(22,401
|
)
|
|
(2,498
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
64,711
|
|
|
87,112
|
|
|
89,610
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
59,449
|
|
|
$
|
64,711
|
|
|
$
|
87,112
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash payments for:
|
|
|
|
|
|
||||||
Interest paid, net of amount capitalized
|
$
|
35,998
|
|
|
$
|
26,454
|
|
|
$
|
26,307
|
|
Income taxes, net of refunds
|
$
|
(17,954
|
)
|
|
$
|
110,612
|
|
|
$
|
111,399
|
|
Aircraft, engines and related rotable parts
|
10-25 years
|
Buildings
|
25 years
|
Equipment and leasehold improvements
|
3-7 years
|
Computer hardware and software
|
3-5 years
|
1.
|
Assume vesting of restricted stock using the treasury stock method.
|
2.
|
Assume unvested restricted stock awards are not vested, and allocate earnings to common shares and unvested restricted stock awards using the two-class method.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income
|
$
|
194,902
|
|
|
$
|
219,590
|
|
|
$
|
220,374
|
|
Less net income allocated to participating securities
|
(2,917
|
)
|
|
(1,748
|
)
|
|
(961
|
)
|
|||
Net income attributable to common stock
|
$
|
191,985
|
|
|
$
|
217,842
|
|
|
$
|
219,413
|
|
Net income per share, basic
|
$
|
11.94
|
|
|
$
|
13.23
|
|
|
$
|
12.97
|
|
Weighted-average shares outstanding
|
16,073
|
|
|
16,465
|
|
|
16,923
|
|
|||
Diluted:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
194,902
|
|
|
$
|
219,590
|
|
|
$
|
220,374
|
|
Less net income allocated to participating securities
|
(2,914
|
)
|
|
(1,746
|
)
|
|
(958
|
)
|
|||
Net income attributable to common stock
|
$
|
191,988
|
|
|
$
|
217,844
|
|
|
$
|
219,416
|
|
Net income per share, diluted
|
$
|
11.93
|
|
|
$
|
13.21
|
|
|
$
|
12.94
|
|
Weighted-average shares outstanding
|
16,073
|
|
|
16,465
|
|
|
16,923
|
|
|||
Dilutive effect of stock options and restricted stock
|
74
|
|
|
42
|
|
|
69
|
|
|||
Adjusted weighted-average shares outstanding under treasury stock method
|
16,147
|
|
|
16,507
|
|
|
16,992
|
|
|||
Participating securities excluded under two-class method
|
(52
|
)
|
|
(18
|
)
|
|
(30
|
)
|
|||
Adjusted weighted-average shares outstanding under two-class method
|
16,095
|
|
|
16,489
|
|
|
16,962
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||
Flight equipment, including pre-delivery deposits
|
$
|
1,539,433
|
|
|
$
|
1,377,829
|
|
Computer hardware and software
|
123,675
|
|
|
101,850
|
|
||
Other property and equipment
|
125,855
|
|
|
81,786
|
|
||
Total property and equipment
|
1,788,963
|
|
|
1,561,465
|
|
||
Less accumulated depreciation and amortization
|
(276,548
|
)
|
|
(466,151
|
)
|
||
Property and equipment, net
|
$
|
1,512,415
|
|
|
$
|
1,095,314
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||
Salaries, wages and benefits
|
$
|
35,516
|
|
|
$
|
38,860
|
|
Interest
|
13,326
|
|
|
11,891
|
|
||
Station expenses
|
12,026
|
|
|
14,799
|
|
||
Passenger fees
|
11,420
|
|
|
11,200
|
|
||
Property taxes
|
7,851
|
|
|
6,613
|
|
||
Maintenance and repairs
|
5,481
|
|
|
4,953
|
|
||
Advertising accruals
|
4,154
|
|
|
676
|
|
||
Passenger taxes
|
447
|
|
|
394
|
|
||
Other accruals
|
14,906
|
|
|
7,275
|
|
||
Total accrued liabilities
|
$
|
105,127
|
|
|
$
|
96,661
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||
Fixed-rate notes payable due through 2020
|
$
|
465,462
|
|
|
$
|
465,748
|
|
Variable-rate notes payable due through 2027
|
699,430
|
|
|
342,526
|
|
||
Total long-term debt, net of related costs
|
1,164,892
|
|
|
808,274
|
|
||
Less current maturities, net of related costs
|
214,761
|
|
|
86,226
|
|
||
Long-term debt, net of current maturities and related costs
|
$
|
950,131
|
|
|
$
|
722,048
|
|
|
|
|
|
||||
Weighted average fixed-interest rate
|
5.4
|
%
|
|
5.4
|
%
|
||
Weighted average variable-interest rate
|
3.3
|
%
|
|
3.2
|
%
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Shares repurchased (1)
|
604,497
|
|
|
391,972
|
|
|
682,003
|
|
|||
Average price per share
|
$
|
142.66
|
|
|
$
|
164.99
|
|
|
$
|
186.43
|
|
Total (in thousands)
|
86,240
|
|
|
64,673
|
|
|
127,147
|
|
|
|
As of
December 31, 2017 |
|
As of
December 31, 2016 |
||||||||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial paper
|
|
$
|
27,910
|
|
|
$
|
—
|
|
|
$
|
27,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal debt securities
|
|
2,782
|
|
|
—
|
|
|
2,782
|
|
|
1,843
|
|
|
—
|
|
|
1,843
|
|
||||||
Money market funds
|
|
1,297
|
|
|
1,297
|
|
|
—
|
|
|
123
|
|
|
123
|
|
|
—
|
|
||||||
Federal agency debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,399
|
|
|
—
|
|
|
19,399
|
|
||||||
Total cash equivalents
|
|
31,989
|
|
|
1,297
|
|
|
30,692
|
|
|
21,365
|
|
|
123
|
|
|
21,242
|
|
||||||
Short-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial paper
|
|
108,678
|
|
|
—
|
|
|
108,678
|
|
|
108,372
|
|
|
—
|
|
|
108,372
|
|
||||||
Corporate debt securities
|
|
107,878
|
|
|
—
|
|
|
107,878
|
|
|
76,570
|
|
|
—
|
|
|
76,570
|
|
||||||
Municipal debt securities
|
|
101,290
|
|
|
—
|
|
|
101,290
|
|
|
78,826
|
|
|
—
|
|
|
78,826
|
|
||||||
Federal agency debt securities
|
|
31,428
|
|
|
—
|
|
|
31,428
|
|
|
3,895
|
|
|
—
|
|
|
3,895
|
|
||||||
US Treasury Bonds
|
|
3,407
|
|
|
—
|
|
|
3,407
|
|
|
1,606
|
|
|
—
|
|
|
1,606
|
|
||||||
Total short-term
|
|
352,681
|
|
|
—
|
|
|
352,681
|
|
|
269,269
|
|
|
—
|
|
|
269,269
|
|
||||||
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporate debt securities
|
|
60,396
|
|
|
—
|
|
|
60,396
|
|
|
25,048
|
|
|
—
|
|
|
25,048
|
|
||||||
Municipal debt securities
|
|
9,405
|
|
|
—
|
|
|
9,405
|
|
|
72,623
|
|
|
—
|
|
|
72,623
|
|
||||||
Federal agency debt securities
|
|
5,775
|
|
|
—
|
|
|
5,775
|
|
|
24,160
|
|
|
—
|
|
|
24,160
|
|
||||||
US Treasury Bonds
|
|
2,994
|
|
|
—
|
|
|
2,994
|
|
|
3,003
|
|
|
—
|
|
|
3,003
|
|
||||||
Derivative instruments
|
|
282
|
|
|
—
|
|
|
282
|
|
|
1,660
|
|
|
—
|
|
|
1,660
|
|
||||||
Total long-term
|
|
78,852
|
|
|
—
|
|
|
78,852
|
|
|
126,494
|
|
|
—
|
|
|
126,494
|
|
||||||
Total financial instruments
|
|
$
|
463,522
|
|
|
$
|
1,297
|
|
|
$
|
462,225
|
|
|
$
|
417,128
|
|
|
$
|
123
|
|
|
$
|
417,005
|
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
|
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Level
|
||||||||
Publicly held debt
|
|
$
|
451,321
|
|
|
$
|
462,604
|
|
|
$
|
452,179
|
|
|
$
|
468,005
|
|
|
2
|
Non-publicly held debt
|
|
719,681
|
|
|
660,065
|
|
|
360,999
|
|
|
340,866
|
|
|
3
|
||||
Total long-term debt
|
|
$
|
1,171,002
|
|
|
$
|
1,122,669
|
|
|
$
|
813,178
|
|
|
$
|
808,871
|
|
|
|
•
|
Effective January 1, 2018, the U.S. corporate income tax rate reduced from 35.0 percent to 21.0 percent;
|
•
|
the Company recognized a one-time tax benefit of
$74.7 million
due to the remeasurement of deferred tax balances to the new statutory rate;
|
•
|
the Company is eligible to claim 100 percent bonus depreciation on qualified property placed in service from September 28, 2017 through December 31, 2022 - this provision phases out 20 percent annually after 2022 through 2027.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(44,385
|
)
|
|
$
|
89,014
|
|
|
$
|
108,119
|
|
State
|
664
|
|
|
5,204
|
|
|
6,501
|
|
|||
Foreign
|
558
|
|
|
1,262
|
|
|
996
|
|
|||
Total current
|
(43,163
|
)
|
|
95,480
|
|
|
115,616
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
40,816
|
|
|
27,950
|
|
|
9,458
|
|
|||
State
|
1,962
|
|
|
1,673
|
|
|
125
|
|
|||
Foreign
|
1,029
|
|
|
1,265
|
|
|
1,190
|
|
|||
Total deferred
|
43,807
|
|
|
30,888
|
|
|
10,773
|
|
|||
Total income tax provision
|
$
|
644
|
|
|
$
|
126,368
|
|
|
$
|
126,389
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense at federal statutory rate
|
$
|
68,441
|
|
|
$
|
121,085
|
|
|
$
|
121,352
|
|
State income taxes, net of federal income tax benefit
|
2,723
|
|
|
5,487
|
|
|
4,293
|
|
|||
Federal tax reform impact
|
(74,738
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
4,218
|
|
|
(204
|
)
|
|
744
|
|
|||
Total income tax expense
|
$
|
644
|
|
|
$
|
126,368
|
|
|
$
|
126,389
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued vacation
|
$
|
690
|
|
|
$
|
1,183
|
|
Accrued bonus
|
628
|
|
|
9,340
|
|
||
State taxes
|
318
|
|
|
2,187
|
|
||
Accrued property taxes
|
1,573
|
|
|
2,077
|
|
||
Other
|
3,679
|
|
|
1,910
|
|
||
Stock-based compensation expense
|
1,983
|
|
|
3,126
|
|
||
Net operating loss
|
635
|
|
|
—
|
|
||
Less: valuation allowance
|
422
|
|
|
—
|
|
||
Total deferred tax assets
|
9,084
|
|
|
19,823
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Prepaid expenses
|
4,275
|
|
|
5,049
|
|
||
Depreciation
|
118,743
|
|
|
86,981
|
|
||
Foreign deferred
|
4,569
|
|
|
3,131
|
|
||
Total deferred tax liabilities
|
127,587
|
|
|
95,161
|
|
||
Net deferred tax liabilities
|
$
|
118,503
|
|
|
$
|
75,338
|
|
|
Unrecognized Compensation Cost (thousands)
|
|
Weighted Average Period (years)
|
|||
Restricted stock
|
$
|
19,730
|
|
|
1.74
|
|
Cash-settled SARs
|
481
|
|
|
1.62
|
|
|
Stock options
|
—
|
|
|
—
|
|
|
Total
|
$
|
20,211
|
|
|
1.73
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (years)
|
|
Aggregate Intrinsic Value (thousands)
|
|||||
Outstanding at December 31, 2014
|
88,749
|
|
|
$
|
69.43
|
|
|
3.29
|
|
$
|
7,180
|
|
Exercised
|
(36,968
|
)
|
|
$
|
52.06
|
|
|
|
|
|
||
Forfeited
|
(3,000
|
)
|
|
$
|
3.50
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
48,781
|
|
|
$
|
86.65
|
|
|
2.62
|
|
$
|
3,960
|
|
Exercised
|
(5,192
|
)
|
|
108.59
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
43,589
|
|
|
$
|
84.04
|
|
|
1.55
|
|
$
|
3,590
|
|
Exercised
|
(16,014
|
)
|
|
$
|
60.20
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
27,575
|
|
|
$
|
97.88
|
|
|
0.72
|
|
$
|
1,568
|
|
Fully vested and expected to vest at December 31, 2017
|
27,575
|
|
|
$
|
97.88
|
|
|
0.72
|
|
$
|
1,568
|
|
Exercisable at December 31, 2017
|
27,575
|
|
|
$
|
97.88
|
|
|
0.72
|
|
$
|
1,568
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2014
|
98,782
|
|
|
$
|
91.15
|
|
Granted
|
47,810
|
|
|
178.68
|
|
|
Vested
|
(54,825
|
)
|
|
83.35
|
|
|
Forfeited
|
(8,810
|
)
|
|
130.35
|
|
|
Non-vested at December 31, 2015
|
82,957
|
|
|
$
|
155.30
|
|
Granted
|
224,018
|
|
|
144.74
|
|
|
Vested
|
(43,310
|
)
|
|
129.96
|
|
|
Forfeited
|
(10,007
|
)
|
|
158.74
|
|
|
Non-vested at December 31, 2016
|
253,658
|
|
|
$
|
146.01
|
|
Granted
|
125,442
|
|
|
165.61
|
|
|
Vested
|
(91,338
|
)
|
|
145.08
|
|
|
Forfeited
|
(94,872
|
)
|
|
157.95
|
|
|
Non-vested at December 31, 2017
|
192,890
|
|
|
$
|
153.32
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average volatility
|
32.8
|
%
|
|
33.2
|
%
|
|
30.2
|
%
|
Expected term (in years)
|
0.2 - 1.9
|
|
|
0.3 - 3.1
|
|
|
0.3 - 2.5
|
|
Risk-free interest rate
|
0.6% - 1.9%
|
|
|
0.4% - 1.5%
|
|
|
0.3% - 1.2%
|
|
Dividend yield
|
1.62
|
%
|
|
1.51
|
%
|
|
1.47
|
%
|
|
|
# of SARs
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (thousands)
|
|||||
Balance at December 31, 2014
|
|
119,513
|
|
|
$
|
86.23
|
|
|
|
|
|
||
Granted
|
|
77,396
|
|
|
181.47
|
|
|
|
|
|
|||
Forfeited
|
|
(21,722
|
)
|
|
135.16
|
|
|
|
|
|
|||
Exercised
|
|
(43,446
|
)
|
|
80.10
|
|
|
|
|
|
|||
Balance at December 31, 2015
|
|
131,741
|
|
|
136.13
|
|
|
|
|
|
|||
Granted
|
|
15,000
|
|
|
146.03
|
|
|
|
|
|
|||
Forfeited
|
|
(10,083
|
)
|
|
170.21
|
|
|
|
|
|
|||
Exercised
|
|
(32,050
|
)
|
|
89.19
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
|
104,608
|
|
|
153.86
|
|
|
|
|
|
|||
Forfeited
|
|
(14,682
|
)
|
|
177.6
|
|
|
|
|
|
|||
Exercised
|
|
(9,462
|
)
|
|
106.25
|
|
|
|
|
|
|||
Balance at December 31, 2017
|
|
80,464
|
|
|
$
|
155.13
|
|
|
2.13
|
|
$
|
—
|
|
Vested or expected to vest at December 31, 2017
|
|
74,122
|
|
|
$
|
155.02
|
|
|
2.14
|
|
$
|
—
|
|
Exercisable at December 31, 2017
|
|
57,433
|
|
|
$
|
150.74
|
|
|
1.85
|
|
$
|
230
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 -Thereafter
|
||||||||||||
Operating lease obligations
|
$
|
7,455
|
|
|
$
|
6,592
|
|
|
$
|
4,716
|
|
|
$
|
2,768
|
|
|
$
|
1,071
|
|
|
$
|
5,824
|
|
Aircraft acquisition obligations (1)
|
150,264
|
|
|
97,310
|
|
|
66,560
|
|
|
32,375
|
|
|
29,155
|
|
|
198,450
|
|
||||||
Airport fees under use and lease agreements
|
11,336
|
|
|
10,454
|
|
|
5,224
|
|
|
63
|
|
|
—
|
|
|
—
|
|
||||||
Total future payments
|
$
|
169,055
|
|
|
$
|
114,356
|
|
|
$
|
76,500
|
|
|
$
|
35,206
|
|
|
$
|
30,226
|
|
|
$
|
204,274
|
|
|
Balance at Beginning of Year
|
|
Changes Charged to Statement of Income Account
|
|
Balance at End of Year
|
||||||
Allowance for expendable parts and supplies
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2017 (1)
|
$
|
7,205
|
|
|
$
|
6,551
|
|
|
$
|
13,756
|
|
For the Year Ended December 31, 2016
|
4,607
|
|
|
2,598
|
|
|
7,205
|
|
|||
For the Year Ended December 31, 2015
|
3,003
|
|
|
1,604
|
|
|
4,607
|
|
—
|
Financial Statements and Supplementary Data. The financial statements included in Item 8 - Financial Statements and Supplementary Data above are filed as part of this annual report.
|
—
|
Financial Statement Schedules. Schedules are not submitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
|
—
|
Exhibits. The Exhibits listed below are filed or incorporated by reference as part of this Form 10-K. Where so indicated, exhibits which were previously filed are incorporated by reference.
|
Exhibit
Number
|
|
|
Description
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
Exhibit
Number |
|
|
Description
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
12
|
|
|
|
21
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101
|
|
|
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 21, 2018, formatted in XBRL includes (i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016 (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015 (v) Consolidated Cash Flow Statements for the years ended December 31, 2017, 2016 and 2015 (vi) the Notes to the Consolidated Financial Statements. (3)
|
(1)
|
Management contract or compensation plan or agreement required to be filed as an Exhibit to this Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
|
(2)
|
Portions of the indicated document have been omitted pursuant to a grant of confidential treatment and the document indicated has been filed separately with the Commission as required by Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
(3)
|
Pursuant to Rule 406 of Regulation S-T, the XBRL related information in Exhibit 101 to this annual report on Form 10-K shall be deemed to be not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
Allegiant Travel Company
|
|
|
|
|
|
By:
|
/s/ Scott Sheldon
|
|
|
Scott Sheldon
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Maurice J. Gallagher, Jr
|
|
Chief Executive Officer and Director
|
|
February 28, 2018
|
Maurice J. Gallagher, Jr.
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ John Redmond
|
|
President and Director
|
|
February 28, 2018
|
John Redmond
|
|
|
|
|
|
|
|
|
|
/s/ Scott Sheldon
|
|
Chief Financial Officer
|
|
February 28, 2018
|
Scott Sheldon
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Gregory Anderson
|
|
Principal Accounting Officer
|
|
February 28, 2018
|
Gregory Anderson
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 28, 2018
|
Montie Brewer
|
|
|
|
|
|
|
|
|
|
/s/ Gary Ellmer
|
|
Director
|
|
February 28, 2018
|
Gary Ellmer
|
|
|
|
|
|
|
|
|
|
/s/ Linda Marvin
|
|
Director
|
|
February 28, 2018
|
Linda Marvin
|
|
|
|
|
|
|
|
|
|
/s/ Charles W. Pollard
|
|
Director
|
|
February 28, 2018
|
Charles W. Pollard
|
|
|
|
|
|
|
|
|
|
(a)
|
The parties acknowledge that Allard currently holds certain vested stock options and stock appreciation rights. Allard shall have the right to exercise such vested stock options or stock appreciation rights after the Severance Date only to the extent provided in the grant of such stock options and stock appreciation rights. All unvested stock appreciation rights have been forfeited as of the Severance Date. With respect to stock appreciation rights with respect to 2,030 shares which would have vested on February 25, 2018 (at a strike price of $181.47 per share), the Company shall pay to Allard as additional compensation (subject to applicable withholding taxes) on before April 15, 2018, an amount equal to (i) 2,030 multiplied by (ii) the difference between the highest closing price for the Company’s stock between the date hereof and March 31, 2018 minus $181.47. If the Company’s stock does not close above $181.47 per share on or before March 31, 2018, then nothing shall be payable under this paragraph (a).
|
(b)
|
Allard currently holds 14,218 shares of unvested restricted stock which would have vested between February 17, 2018 and May 7, 2020. Of these shares, 5,464 shares would have vested on or before May 7, 2018 (the
|
(c)
|
The parties acknowledge that the above represents all of the outstanding equity grants in the Company held by Allard.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
195,546
|
|
|
$
|
345,958
|
|
|
$
|
346,719
|
|
|
$
|
137,131
|
|
|
$
|
146,680
|
|
Add: Fixed Charges
|
44,924
|
|
|
33,058
|
|
|
28,843
|
|
|
24,027
|
|
|
13,625
|
|
|||||
Add: Amortization of capitalized interest
|
168
|
|
|
130
|
|
|
127
|
|
|
141
|
|
|
139
|
|
|||||
Less: Interest capitalized
|
3,188
|
|
|
1,763
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
Less: Earnings from joint venture, net
|
159
|
|
|
164
|
|
|
136
|
|
|
217
|
|
|
393
|
|
|||||
Plus: pre-tax net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(386
|
)
|
|
(494
|
)
|
|||||
Total earnings
|
$
|
237,291
|
|
|
$
|
377,219
|
|
|
$
|
375,597
|
|
|
$
|
161,468
|
|
|
$
|
160,422
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest costs (1)
|
$
|
42,178
|
|
|
$
|
30,599
|
|
|
$
|
26,510
|
|
|
$
|
21,205
|
|
|
$
|
9,493
|
|
Interest factor of operating lease expense (2)
|
2,746
|
|
|
2,459
|
|
|
2,333
|
|
|
2,822
|
|
|
4,132
|
|
|||||
Total fixed charges
|
$
|
44,924
|
|
|
$
|
33,058
|
|
|
$
|
28,843
|
|
|
$
|
24,027
|
|
|
$
|
13,625
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (3)
|
5.28
|
|
|
11.41
|
|
|
13.02
|
|
|
6.72
|
|
|
11.77
|
|
(1)
|
Interest costs include both interest expensed and capitalized, including amortization of deferred financing costs and original issue discount on debt.
|
(2)
|
Interest factor of operating lease expense is based on an estimate which the Company considers to be a reasonable approximation.
|
(3)
|
The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges.
|
List of Subsidiaries
|
||
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Allegiant Air, LLC
|
|
Nevada, USA
|
Allegiant Information Systems, Inc.
|
|
Nevada, USA
|
Allegiant Vacations, LLC
|
|
Nevada, USA
|
AFH, Inc.
|
|
Nevada, USA
|
SFB Fueling, LLC (50% sub of Allegiant Travel Company)
|
|
Delaware, USA
|
G4 Properties, LLC
|
|
Nevada, USA
|
Teesnap, LLC
|
|
Nevada, USA
|
Sunrise Asset Management, LLC
|
|
Nevada, USA
|
Allegiant Entertainment Inc.
|
|
Nevada, USA
|
Allegiant Commercial Properties Inc.
|
|
Nevada, USA
|
Sunseeker Resorts, Inc.
|
|
Nevada, USA
|
MR Brightside LLC
|
|
Nevada, USA
|
Sunseeker Florida, Inc.
|
|
Florida, USA
|
Point Charlotte, LLC
|
|
Florida, USA
|
Charlotte Point Properties, LLC
|
|
Florida, USA
|
Sunseeker Development, LLC
|
|
Florida, USA
|
Sunseeker Residences, LLC
|
|
Florida, USA
|
Point Charlotte Development, LLC
|
|
Florida, USA
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 34 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 48 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 49 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 50 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 51 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 55 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 56 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 57 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 58 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 59 KG
|
|
Germany
|
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 60 KG
|
|
Germany
|
Date:
|
February 28, 2018
|
/s/ Maurice J. Gallagher, Jr.
|
|
|
Title: Principal Executive Officer
|
Date:
|
February 28, 2018
|
/s/ Scott Sheldon
|
|
|
Title: Principal Financial Officer
|
/s/ Maurice J. Gallagher, Jr.
|
|
/s/ Scott Sheldon
|
Maurice J. Gallagher, Jr.
|
|
Scott Sheldon
|
Principal Executive Officer
|
|
Principal Financial Officer
|
February 28, 2018
|
|
February 28, 2018
|