The following discussion and analysis presents factors that had a material effect on our results of operations during the three months ended March 31, 2020 and 2019. Also discussed is our financial position as of March 31, 2020 and December 31, 2019. You should read this discussion in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2019. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Cautionary Note Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements.

AIRCRAFT

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


         March 31, 2020    December 31, 2019    March 31, 2019
A319                 38                   37                37
A320 (1)             57                   54                47
Total                95                   91                84

(1) Does not include seven aircraft of which we have taken delivery, but were not yet in service as of March 31, 2020.

As of March 31, 2020, we had firm commitments to purchase eight aircraft. We expect delivery of five of these aircraft in 2020 and the remaining aircraft in 2021 and 2022. In light of the inherent uncertainties of the current operating environment impacted by the COVID-19 pandemic, we are considering parking as many as 25 of our aircraft, which we will reinstate or permanently retire as circumstances and air travel demand for our services dictate. We continue to evaluate and consider aircraft acquisitions on an opportunistic basis.

NETWORK

As of March 31, 2020, we were selling 520 routes versus 450 as of the same date last year, which represents a 15.6 percent increase. Our total number of origination cities and leisure destinations (for operating routes) were 97 and 27, respectively, as of March 31, 2020.

Given the fluidity of the current environment amid the effects of COVID-19, we have made significant capacity reductions for the second quarter.

Our unique model is predicated around expanding and contracting capacity to meet seasonal travel demands. We are currently leveraging this core strength, just at a much more significant contracting level than normal seasonal demand changes require. We are maintaining a broad network and selling presence. We consistently monitor flights that are a week or more out to assess for cash profitability. Additionally, we will provide any essential air service as directed by the U.S. Department of Transportation, in connection with our Payroll Support agreement under the CARES Act.

TRENDS

The COVID-19 pandemic and shelter-in-place directives have greatly impacted our operating results for first quarter 2020 and will continue to do so into the future. Air traffic demand is down precipitously, and air fares are down as well. We cannot predict when air travel will begin to pick up to customary levels or at what pace. In the meantime, our revenues will be adversely



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affected. If there is a relapse of increasing COVID-19 cases, hospitalizations and deaths, future restrictions will further harm leisure travel and our operating results. The impacts of the pandemic have resulted in cancellations of many flights for myriad reasons. It is likely that higher than normal cancellations will continue into the future. We are closely monitoring bookings and making decisions on a round-trip basis to determine profitability of flights a week or more in advance. This requires a lot of work in the short-term, but allows us to react immediately whenever and wherever demand begins to return, on a route-by-route basis. We have seen mild sequential improvements in May bookings. Though we cannot control the current demand environment, we have a large degree of control over maintaining sufficient liquidity. To that end, our primary focus at the current time has been to conserve cash, and we have taken immediate and extensive measures to reduce daily cash burn. Almost 25 percent of our employees have taken voluntary salary reductions or taken leave at reduced pay. Our executives have reduced their base salaries and our Board members are forgoing their cash compensation. We have suspended payment of cash dividends and stock buybacks. We have suspended construction of the Sunseeker Resort in Southwest Florida as well as spend on our other non-airline subsidiaries. We have reduced capital expenditures for this year and into the future. We have eliminated other nonessential expenditures and are renegotiating our arrangements with outside vendors, all in an effort to conserve cash until revenues recover. These efforts have enabled us to reduce average daily cash burn by approximately 66 percent in April 2020, with reductions expected to continue throughout the second quarter. We are preparing to reduce cash burn even more in the second half of 2020, with estimated reductions of 76 percent and 84 percent (compared to normal levels) in the third and fourth quarters, respectively, as necessary. We have implemented a hiring freeze and will consider other action to right-size the organization as necessary in light of business developments. We will continue these efforts as necessary until revenues and profitability return.

HEALTH AND SAFETY RESPONSES TO THE COVID-19 PANDEMIC

Amid various uncertainties and public concern during the COVID-19 pandemic, we have implemented the following measures to ensure health and safety for all traveling:



•      Enhanced aircraft cleaning, including regular treatment with an advanced
       antimicrobial protectant that kills viruses, germs and bacteria on contact
       for 14 days


•      Volatile Organic Compound (VOC) air filters that ensure the air quality on
       our planes exceeds HEPA standards


•      Complimentary health and safety kits, which include a single-use face
       mask, a pair of non-latex disposable gloves and cleaning wipes, provided
       to all of our customers

• Crew members wear face masks on board and gloves during in-flight service

- All in-flight service offerings consist of prepackaged, factory sealed goods

- In-flight service frequency has been reduced to once per flight




•      Social distancing principles at check-in, boarding and on-board, including
       limiting adjacent row seating and allowing only customers on the same
       itinerary to utilize middle seats as practicable




RESULTS OF OPERATIONS

Comparison of three months ended March 31, 2020 to three months ended March 31, 2019

Operating Revenue

Passenger revenue. For the first quarter 2020, passenger revenue decreased 9.8 percent compared to first quarter 2019 due to a 7.8 percent decrease in scheduled service passengers despite a 4.7 percent increase in schedule service departures. Correspondingly, load factor declined by 10.1 percentage points. These declines are largely due to a dramatic decline in passenger demand and U.S. government travel restrictions during March 2020, related to COVID-19. Our business performed largely as expected in January and February 2020, with a 13.3 percent increase in passenger revenue during those months compared to the same period in 2019. An 8.1 percent decrease in scheduled service average fare outweighed a 5.6 percent increase in air-related ancillary revenue per passenger, resulting in an overall 2.2 percent decrease in average passenger fare.

Third party products revenue. Third party products revenue for the first quarter 2020 decreased 6.8 percent, compared to the same period in 2019. This is primarily due to decreased net revenue from both rental cars and hotels during March 2020, as a result of demand declines related to COVID-19. This decline was partially offset by an overall increase in our co-branded credit card program during the first quarter of 2020 compared to 2019.

Fixed fee contract revenue. Fixed fee contract revenue for the first quarter 2020 decreased 15.7 percent when compared to 2019. This is primarily the result of a 13.6 decrease in departures which is largely due to the cancellation of the NCAA March Madness basketball tournament and a reduction of flying with Apple Vacations due to COVID-19.

Other revenue. Other revenue increased 36.8 percent for the first quarter 2020 from 2019. The increase was due to increased activity in the non-airline segments, especially in our family entertainment centers due to an additional store operating in 2020 compared to 2019. As a result of the COVID-19 pandemic, we have temporarily closed our family entertainment center in Warren, Michigan and permanently discontinued all activity for our locations in Utah.

Operating Expenses

We primarily evaluate our expense management by comparing our costs per ASM across different periods, which enables us to assess trends in each expense category. The following table presents airline-only unit costs on a per ASM basis, or CASM, for the indicated periods. Excluding fuel on a per ASM basis provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors beyond our control.




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                                              Three Months Ended March 31,        Percent
                                                  2020              2019          Change
Airline only unitized costs (in cents)
Salary and benefits                                   2.66             2.96        (10.1 )%
Station operations                                    1.01             1.00          1.0
Depreciation and amortization                         1.04             0.90         15.6
Maintenance and repairs                               0.54             0.58         (6.9 )
Sales and marketing                                   0.45             0.52        (13.5 )
Aircraft lease rentals                                0.02                -            -
Other                                                 0.56             0.43         30.2
Special charges                                       0.23                -            -
Airline CASM, excluding fuel                          6.51             6.39          1.9
Aircraft fuel                                         2.18             2.55        (14.5 )
Airline CASM                                          8.69             8.94         (2.8 )
Consolidated CASM (in cents)
Airline CASM                                          8.69             8.94         (2.8 )
Non-airline operating CASM*                           4.27             0.28           NM
Operating CASM (consolidated)*                       12.96             9.22         40.6


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

Salary and benefits expense. Salary and benefits expense decreased $6.8 million, or 5.7 percent, for the first quarter 2020 when compared to the same period in 2019. Although the average number of full-time equivalent employees increased 9.1 percent year over year, overall expense decreased due to the fact that a large portion of the $9.5 million special charges specific to COVID-19 consist of salary and benefits expense.

Aircraft fuel expense. Aircraft fuel expense decreased $10.9 million, or 10.9 percent, for the first quarter 2020 compared to first quarter 2019, mostly due to a decrease in system average fuel cost per gallon of 12.6 percent year over year as fuel prices declined, in part, due to lower worldwide demand caused by the pandemic. System fuel gallons consumed increased by 2.2 percent on a 4.0 percent increase in ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 1.9 percent year over year.

Station operations expense. Station operations expense for the first quarter 2020 increased $2.0 million, or 5.2 percent, on a 4.7 percent increase in scheduled service departures.

Maintenance and repairs expense. Maintenance and repairs expense for the first quarter 2020 decreased $1.0 million, or 4.5 percent, compared to the same period in 2019, mostly due to a decrease in routine maintenance costs. Furthermore, the cost of major maintenance events for our Airbus aircraft is deferred in accordance with the deferral method of accounting and the amortization of these expenses is included in depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the first quarter 2020 increased $7.5 million, or 20.8 percent, year over year, as the average number of aircraft in service increased 17.5 percent year over year.

Accounting for most of this increase, amortization of major maintenance costs was $9.3 million for the first quarter 2020 compared to $4.8 million for the first quarter 2019, due to an increase in the number of Airbus aircraft and related deferred maintenance costs associated with them.

Sales and marketing expense. Sales and marketing expense for the first quarter 2020 decreased by 11.8 percent compared to the same period in 2019, mostly due to a decrease in national and online advertising. Also, advertising spend was intentionally pulled back in the last half of March 2020 due to the pandemic.

Other expense. Other expense increased $4.2 million for the first quarter 2020 compared to first quarter 2019, mostly due to increased activity in our non-airline subsidiaries. In 2020 we had an additional family entertainment center in operation compared to the same period in 2019.

Special charges. Special charges of $172.9 million were recorded for the first quarter 2020. We did not have any special charges for the same period in 2019. $163.4 million of the special charges relate to non-cash impairment charges for Sunseeker



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Resort and our other non-airline segment, as discussed in Note 12. The remaining $9.5 million relates to expenses that were unique and specific to COVID-19. This includes salary expense, additional aircraft cleaning expense, and other various expenses.

Non-airline expenses

Non-airline expenses are included in the various line items discussed above, as appropriate. The non-airline expenses include those from our Teesnap golf management business, Kingsway golf course, Allegiant Nonstop family entertainment centers, and operating expenses attributable to Sunseeker Resort (most of the Sunseeker Resort expenses are capitalized during the construction period). As of March 31, 2020 nearly all non-airline spend has been suspended indefinitely.

Income Tax Expense

The Company recorded a $97.7 million tax benefit for the three months ended March 31, 2020, which was 74.7 percent of loss before taxes, compared to a $16.8 million tax provision, or 22.7 percent of income before taxes, for the three months ended March 31, 2019. The effective tax rate for the three months ended March 31, 2020 differed from the statutory federal income tax rate of 21.0 percent primarily due to the tax accounting impact of the CARES Act which includes a $39.6 million discrete federal income tax benefit related to the full utilization of 2018 and 2019 net operating losses against taxable income in earlier years in which 35.0 percent was the enacted tax rate; the ability to carryback the 2020 net operating loss at a 35.0 percent rate applicable in earlier years; a deferred tax remeasurement related to the 2020 tax year; and state taxes.




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Comparative Consolidated Operating Statistics

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



                                                Three Months Ended March 31,        Percent
                                                  2020                2019         Change(1)
Operating statistics (unaudited):
Total system statistics:
Passengers                                        3,175,450          3,450,278         (8.0 )
Available seat miles (ASMs) (thousands)           4,067,671          3,910,239          4.0
Airline only CASM                                      8.69               8.94         (2.8 )
Fuel expense per ASM (cents)                           2.18               2.55        (14.5 )
Airline only CASM, excluding fuel                      6.51               6.39          1.9
ASMs per gallon of fuel                                85.7               84.1          1.9
Departures                                           26,312             25,200          4.4
Block hours                                          62,123             59,819          3.9
Average stage length (miles)                            895                904         (1.0 )
Average number of operating aircraft during
period                                                 93.5               79.6         17.5
Average block hours per aircraft per day                7.3                8.3        (12.0 )
Full-time equivalent employees at end of
period                                                4,436              4,067          9.1
Fuel gallons consumed (thousands)                    47,479             46,474          2.2
Average fuel cost per gallon                $          1.87     $         2.14        (12.6 )


Scheduled service statistics:
Passengers                                       3,154,606          3,421,538         (7.8 )

Revenue passenger miles (RPMs) (thousands) 2,925,482 3,191,045 (8.3 ) Available seat miles (ASMs) (thousands) 3,964,009 3,802,132 4.3 Load factor

                                           73.8 %             83.9 %      (10.1 )
Departures                                          25,484             24,344          4.7
Block hours                                         60,346             57,963          4.1
Total passenger revenue per ASM (TRASM)
(cents)(2)                                            9.96              11.50        (13.4 )

Average fare - scheduled service(3) $ 64.02 $ 69.64 (8.1 ) Average fare - air-related charges(3) $ 56.10 $ 53.10 5.6 Average fare - third party products $ 5.06 $ 5.01 1.0 Average fare - total

$       125.18     $       127.75         (2.0 )
Average stage length (miles)                           900                908         (0.9 )
Fuel gallons consumed (thousands)                   46,105             45,068          2.3
Average fuel cost per gallon                $         1.87     $         2.13        (12.2 )
Rental car days sold                               481,046            471,598          2.0
Hotel room nights sold                              92,004            105,015        (12.4 )
Percent of sales through website during
period                                                93.6 %             93.6 %          -


(1) Except load factor and percent of sales through website during period, which
are presented as a percentage point change.
(2) Various components of this measure do not have a direct correlation to ASMs.
This measure is provided on a per ASM basis so as to facilitate comparison with
airlines reporting revenues on a per ASM basis.
(3) Reflects division of passenger revenue between scheduled service and
air-related charges in the Company's booking path.


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LIQUIDITY AND CAPITAL RESOURCES

Current liquidity

Cash, cash equivalents and investment securities (short-term and long-term) decreased to $464.3 million at March 31, 2020, from $473.4 million at December 31, 2019. Investment securities represent highly liquid marketable securities which are available-for-sale.

Restricted cash represents escrowed funds under fixed fee contracts and cash collateral against letters of credit required by hotel properties for guaranteed room availability, airports and certain other parties. Under our fixed fee flying contracts, we require our customers to prepay for flights to be provided by us. The prepayments are escrowed until the flight is completed and are recorded as restricted cash with a corresponding amount reflected as air traffic liability.

We have been approved to receive $171.9 million in assistance through the payroll support program under the CARES Act. The funds are paid in installments, and we received the first installment of $86.0 million in April 2020. The majority of the remaining funds will be received during the second quarter 2020. Refer to Note 2 and Note 13 for additional information.

We have also submitted an application to the Loan Program under the CARES Act in the principal amount of approximately $276.0 million and expect these funds to be available through September 30, 2020 subject to reaching mutually agreeable terms with Treasury. However, no assurance can be given that any such agreement will ever be reached. If an agreement is reached, we will be required to comply with the relevant provisions of the CARES Act, which could adversely impact our business and operations. Under the CARES Act, these restrictions will apply until one year after the loan is repaid.

Due to changes in the loss carryback period under the CARES Act, we expect to receive a federal income tax refund of $94.0 million related to 2018 and 2019 net operating loss carrybacks, and a federal income tax refund of approximately $100.0 million related to a 2020 net operating loss carryback (expected to be received between March and May 2021).

In April 2020, we received additional financing of $31.0 million secured by two aircraft. As of April 30, 2020 we had 28 unencumbered aircraft and eight unencumbered spare engines.

We have made extensive efforts to preserve liquidity, and have reduced average daily cash burn by approximately 66 percent in April 2020, with reductions expected to continue throughout the second quarter. We are preparing to reduce cash burn even more in the second half of 2020, with estimated reductions of 76 percent and 84 percent (compared to normal levels) in the third and fourth quarters, respectively.

We have suspended share repurchases and our quarterly cash dividend, as part of cash preservation efforts in response to the effects of COVID-19 on our business. In connection with our receipt of financial support under the payroll support program, we agreed not to repurchase shares or pay cash dividends through September 30, 2021.

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

Debt

Our long-term debt and finance lease obligations balance, without reduction for related issuance costs, increased from $1.4 billion as of December 31, 2019 to $1.5 billion as of March 31, 2020. During the first quarter of 2020, we borrowed an additional $100.0 million under our Term Loan.

Sources and Uses of Cash

Operating Activities. Operating cash inflows are primarily derived from providing air transportation and related ancillary products and services to customers. During the three months ended March 31, 2020, our operating activities provided $106.3 million of cash compared to $160.1 million during the same period of 2019. The decrease is mainly due to the net effect of changes in certain asset and liability accounts during the period. Although net income for the first quarter 2020 decreased by $90.1 million compared to 2019, the cash effect of this fluctuation is more than offset by the non-cash nature of the $163.4 million impairment charges in the first quarter of 2020.

Investing Activities. Cash used in investing activities was $106.9 million during the three months ended March 31, 2020 compared to $59.6 million for the same period in 2019. The increase in cash used is due to a $30.7 million increase in purchases of investment securities (net of maturities), as well as an $11.9 million year-over-year increase in cash outlays for the purchase of property and equipment.

Financing Activities. Cash provided by financing activities for the three months ended March 31, 2020 was $17.8 million, compared to $61.3 million for the same period in 2019. This year-over-year decrease is partly due to an increase in share



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repurchases, which were $33.8 million in the first quarter of 2020 compared to $2.3 million during the same period in 2019. The decrease is also due to the net effect of debt activity, as debt proceeds net of principal payments and debt issuance cost payments were $63.0 million during the first quarter of 2020, compared to $77.6 million during the same period in 2019.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this quarterly report on Form 10-Q, and in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," that are based on our management's beliefs and assumptions, and on information currently available to our management. Forward-looking statements include our statements regarding future airline operations and capacity, the efficacy of cost saving measures, future expenditures, our ability to access additional funds from the Treasury, aircraft financings, expected capital expenditures, as well as other information concerning future results of operations, business strategies, financing plans and industry environment. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, the impact and duration of the COVID-19 pandemic on airline travel and the economy, an accident involving, or problems with, our aircraft, public perception of our safety, our reliance on our automated systems, our reliance on third parties to deliver aircraft under contract to us on a timely basis, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, restrictions imposed by accepting funds under the CARES Act, the ability to obtain regulatory approvals as needed , the effect of economic conditions on leisure travel, debt covenants and balances, the ability to finance aircraft under contract, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the possible loss of key personnel, economic and other conditions in markets in which we operate, the ability to successfully develop and finance a resort in Southwest Florida, governmental regulation, increases in maintenance costs and cyclical and seasonal fluctuations in our operating results.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting estimates during the three months ended March 31, 2020. For information regarding our critical accounting policies and estimates, see disclosures in the Consolidated Financial Statements and accompanying notes contained in our 2019 Form 10-K, and in Note 1 in Part I, Item 1 of this Form 10-Q.

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