sncy-20231107
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2023
Sun Country Airlines Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware001-4021782-4092570
(State of
Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2005 Cargo Road

MinneapolisMinnesota
55450
(Address of principal executive offices)(Zip Code)
(651681-3900
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per shareSNCYThe Nasdaq Stock Market LLC
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 2.02    Results of Operations and Financial Condition.
On November 7, 2023, Sun Country Airlines Holdings, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 8.01    Other Events.
On November 6, 2023, the Company’s Board of Directors authorized the addition of $25.0 million to the Company’s existing stock repurchase program. As of the date of this filing, the Company has approximately $25.0 million of Board authorization remaining to repurchase additional shares of Common Stock, $0.01 par value per share (“Common Stock”). The Company may purchase shares of its Common Stock on a discretionary basis from time-to-time through open market repurchases, privately negotiated transactions, accelerated share repurchase, or other means, including through Rule 10b5-1 trading plans. Whether any repurchases are made, and the timing and actual number of any shares repurchased, will be determined by management depending on a variety of factors, including stock price, trading volume, market conditions and other general business considerations. The stock repurchase program has no expiration date and may be modified, suspended, or terminated at any time. Any repurchases made under this program will be funded from the Company’s existing cash flows, or future cash flows.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 7, 2023
Sun Country Airlines Holdings, Inc.
By:/s/ Erin Rose Neale
Name:Erin Rose Neale
Title:Senior Vice President, General Counsel and Secretary

Document

https://cdn.kscope.io/3cf6d97e2cc6cfdf1d9713ccac646195-imagea.jpg

Exhibit 99.1
Sun Country Airlines Reports Third Quarter 2023 Results
Revenue of $249 million, highest third quarter on record(1)
GAAP diluted EPS of $0.13 and operating income of $19 million
Adj. diluted EPS(2) of $0.14 and adjusted operating income(2) of $20 million,
MINNEAPOLIS. November 7, 2023. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Country,” the “Company”) (NASDAQ: SNCY) today reported financial results for its third quarter ended September 30, 2023.

“Sun Country’s diversified business model continued to deliver strong results in the third quarter, as evidenced by our strong GAAP operating results and our third consecutive quarter of year over year improvement in adjusted operating margin, adjusted pre-tax margin and adjusted earnings per share,” said Jude Bricker, Chief Executive Officer of Sun Country. “Total revenue was up by 12.3% versus the third quarter 2022 and we produced GAAP operating income of $19 million, operating margin of 7.6%, and adjusted operating margin(2) of 8.1% for the quarter. The revenue environment continues to stay healthy as demonstrated by scheduled service TRASM(3) declining only 5.0%, while scheduled service ASMs grew 15.1%. This helped to drive GAAP diluted EPS of $0.13 and Adjusted diluted EPS(2) of $0.14 in the third quarter. In addition to our excellent performance, our board of directors has authorized an additional $25 million for repurchases of Sun Country shares.”
Overview of Third Quarter
Three Months Ended September 30,
(unaudited) (in millions, except per share amounts)20232022% Change
Total Operating Revenue$248.9 $221.7 12.3 
Operating Income19.0 15.4 23.5 
Income Before Income Tax10.1 12.9 (22.1)
Net Income7.6 10.7 (28.9)
Diluted earnings per share$0.13$0.18 (27.8)
Three Months Ended September 30,
(unaudited) (in millions, except per share amounts)20232022% Change
Adjusted Operating Income (2)
$20.0$15.9 26.2
Adjusted Income Before Income Tax (2)
11.1 9.7 14.8
Adjusted Net Income (2)
8.4 7.4 13.9
Adjusted diluted earnings per share (2)
$0.14 $0.12 16.7
Nine Months Ended September 30,
(unaudited) (in millions, except per share amounts)20232022% Change
Total Operating Revenue$804.1 $667.3 20.5 
Operating Income110.4 40.6 171.9 
Income Before Income Tax86.5 14.5 496.3 
Net Income66.5 10.4 540.3 
Diluted earnings per share$1.12$0.17 558.8 
Nine Months Ended September 30,
(unaudited) (in millions, except per share amounts)20232022% Change
Adjusted Operating Income (2)
$118.5$42.6 178.4
Adjusted Income Before Income Tax (2)
94.9 22.7 317.7
Adjusted Net Income (2)
72.9 17.9 308.1
Adjusted diluted earnings per share (2)
$1.23 $0.29 322.5

Page 1


For the quarter ended September 30, 2023, Sun Country reported net income of $8 million and income before income tax of $10 million, on $249 million of revenue. Adjusted income before income tax(2) for the quarter was $11 million. GAAP operating income during the quarter was $19 million, while adjusted operating income(2) was $20 million, operating margin was 7.6% and adjusted operating margin(2) was 8.1%.

“For the fourth consecutive quarter, we have seen year-over-year revenue growth across our scheduled service, charter and cargo businesses,” said Dave Davis, President and Chief Financial Officer. “Year-to-date, we have continued to see unit revenue strength with scheduled service TRASM(3) up 13.6% versus the same time period last year, and we do not see demand abating through the rest of 2023. Sun Country continues to generate strong margins and our outlook for 2024 capital expenditures falls sharply from 2023 levels driving an expected, significant increase in free cash flow next year(4). As such, our board of directors has authorized another $25 million to repurchase Sun Country shares. This is on top of the $80 million that has already been used to repurchase shares. Since November 2022, we have repurchased 4.7 million shares of Sun Country common stock.”
Notable Highlights

Announced the extension of our schedule through September 10, 2024 including eight new domestic seasonal nonstop routes from Minneapolis and new flying to Montreal and Toronto Canada (pending final approval from the Canadian airports).
The Company repurchased 2.1 million shares at an average price of $15.30 during the third quarter. The board of directors approved an additional $25 million of buyback authority which brings the current repurchase authorization to $25 million.
Capacity
System block hours flown during the third quarter of 2023 grew by 14.4% year-over-year. Cargo block hours grew in the third quarter by 6.3% year-over-year as Amazon flying was constrained last year due to scheduled maintenance events. Scheduled service block hours and charter block hours increased by 17.6% and 14.1%, respectively year-over-year on a 14.1% increase in average passenger aircraft.
Charter block hours under long-term contracts comprised 82.2% of the total charter flying performed in the third quarter of 2023. As the Company continues to normalize its aircraft utilization, it intends to pursue more ad-hoc charter flying.
Revenue
For the third quarter of 2023, the Company reported total revenue of $249 million, which was 12.3% more than the third quarter of 2022. The Company’s scheduled service TRASM(3) of 11.72 cents in the third quarter of 2023 decreased 5.0% year-over-year, while scheduled service ASMs increased 15.1%. The third quarter 2023 total fare per scheduled passenger of $153 was lower than third quarter 2022 by 8.7% as scheduled service revenue passengers grew 19.9%. As a component of total fare, ancillary revenue per passenger continues to show strength at $65, a growth rate of 16.9% versus the same time period last year. In the third quarter of 2023, the Company’s charter service revenue was $47 million, an increase of 10.6% year-over-year. On a rate basis, third quarter 2023 charter revenue per block hour was 3.1% lower than the rate in the third quarter of 2022 as lower fuel prices reduced the fuel reimbursement amount that we received from our charter customers.
In the third quarter of 2023, cargo revenue was $26 million, a 10.0% increase versus the third quarter of 2022. The variance was primarily driven by a 6.3% increase in block hours and the annual rate escalation which went into effect in mid-December 2022.
Cost

For the third quarter of 2023, total GAAP operating expenses increased 11.4% year-over-year, primarily due to a 23.7% increase in salaries, wages, and benefits and a 39.1% increase in maintenance expense. Fuel expense decreased by 5.7% compared to third quarter 2022. This combination drove adjusted CASM(5) in the third quarter to increase 2.6% versus the third quarter 2022.
Page 2


Balance Sheet and Liquidity
Total liquidity(6) was $198 million on September 30, 2023, while the Company’s net debt(7) was $544 million.

(in millions - amounts may not recalculate due to rounding)September 30, 2023December 31, 2022
(Unaudited)
Cash and Cash Equivalents$27.0 $92.1 
Available-for-Sale Securities146.5 172.6 
Amount Available Under Revolving Credit Facility24.7 24.7 
Total Liquidity$198.1 $289.4 
(in millions - amounts may not recalculate due to rounding)September 30, 2023December 31, 2022
(Unaudited)
Total Debt, net$435.1 $352.2 
Finance Lease Obligations263.3 251.3 
Operating Lease Obligations19.4 26.1 
Total Debt, net, and Lease Obligations717.8 629.6 
Cash and Cash Equivalents27.0 92.1 
Available-for-Sale Securities146.5 172.6 
Net Debt$544.3 $364.9 
Fleet
As of September 30, 2023, the Company had 42 aircraft in its passenger service fleet, operated 12 freighter aircraft in its cargo operation, and had five aircraft held for operating lease.
Guidance for Fourth Quarter 2023
Q4 2023
H/(L) vs Q4 2022
Total revenue - millions$242 to $2527% to 11%
Economic fuel cost per gallon$3.20(11%)
Operating income margin - percentage3% to 5%(4pp) to (2pp)
Effective tax rate23%
Total system block hours - thousands36 to 3711% to 15%

Conference Call & Webcast Details
Sun Country Airlines will host a conference call to discuss its third quarter 2023 results at 4:30 p.m. Eastern Time on Tuesday, November 7, 2023. A live broadcast of the conference call will be available via the investor relations section of Sun Country Airlines’ website at https://ir.suncountry.com/news-events/events-and-presentations. The online replay will be available on the same website approximately one hour after the call.
About Sun Country Airlines
Sun Country Airlines is a new breed of hybrid low-cost air carrier that dynamically deploys shared resources across our synergistic scheduled service, charter and cargo businesses. Based in Minnesota, we focus on serving leisure and visiting friends and relatives ("VFR") passengers and charter customers and providing cargo services, with flights throughout the United States and to destinations in Mexico, Central America, Canada, and the Caribbean.

Page 3


End Notes
1 -Records begin in January 2017
2 -
See additional details, including reconciliations to the most comparable GAAP measures, in the section titled “Non-GAAP financial measures”
3 -
Scheduled Service TRASM includes Schedule Service revenue, Ancillary revenue, and ASM generating revenue classified within Other Revenue on the Condensed Consolidated Statement of Operations / Scheduled Service ASMs. Other Revenue includes rental revenue of approximately $6 million and $12 million associated with five aircraft held for operating lease in the three and nine months ended September 30, 2023, respectively, which is not included
4 -There can be no assurance that projections or estimates of future performance will be realized
5 -
Adjusted CASM is a non-GAAP measure derived from CASM by excluding fuel costs, non-cash management stock compensation expense, costs arising from its cargo operations, depreciation recognized on our aircraft and flight equipment held for operating lease, certain commissions, and other costs of selling its vacations product from this measure. See table titled “Reconciliation of CASM to Adjusted CASM”
6 -Total liquidity = cash and cash equivalents + available-for-sale securities + amount available under revolver
7 -
Net debt = current portion of long-term debt + long-term debt + finance lease obligations + operating lease obligations – cash and cash equivalents - available-for-sale securities
Contacts

Investor Relations
IR@suncountry.com
Media
mediarelations@suncountry.com


Page 4


Forward Looking Statements
This press release contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. The forward-looking statements are relating to:
• our strategy, outlook and growth prospects;
• our operational and financial targets and dividend policy;
• general economic trends and trends in the industry and markets;
• potential repurchases of our common stock; and
• the competitive environment in which we operate.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
These forward-looking statements reflect our views with respect to future events as of the date of this press release and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release. We anticipate that subsequent events and developments will cause our views to change. You should read this press release completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. Additional information concerning certain factors is contained in the Company’s Securities and Exchange Commission filings, including but not limited to the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Non-GAAP Financial Measures
We sometimes use information that is derived from the Condensed Consolidated Financial Statements, but that is not presented in accordance with GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in the airline industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies. We believe certain charges included in our operating expenses on a GAAP basis make it difficult to compare our current period results to prior periods as well as future periods and guidance. The tables below show a reconciliation of non-GAAP financial measures used in this document to the most directly comparable GAAP financial measures.



Page 5


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,
20232022% Change
Operating Revenues:
Scheduled Service$96,483 $102,200 (5.6)
Charter Service47,437 42,899 10.6 
Ancillary70,435 50,261 40.1 
Passenger214,355 195,360 9.7 
Cargo26,059 23,687 10.0 
Other8,462 2,653 219.0 
Total Operating Revenue248,876 221,700 12.3 
Operating Expenses:
Aircraft Fuel61,179 64,843 (5.7)
Salaries, Wages, and Benefits72,541 58,661 23.7 
Aircraft Rent22 1,949 (98.9)
Maintenance15,330 11,018 39.1 
Sales and Marketing7,569 6,827 10.9 
Depreciation and Amortization22,762 17,181 32.5
Ground Handling9,382 8,669 8.2 
Landing Fees and Airport Rent13,958 12,926 8.0 
Other Operating, net27,127 24,235 11.9 
Total Operating Expenses229,870 206,309 11.4 
Operating Income19,006 15,391 23.5 
Non-operating Income (Expense):
Interest Income2,480 1,610 54.0 
Interest Expense(11,403)(7,493)52.2 
Other, net(15)3,422 (100.4)
Total Non-operating Expense, net(8,938)(2,461)263.2 
Income before Income Tax10,068 12,930 (22.1)
Income Tax Expense 2,477 2,253 9.9 
Net Income$7,591 $10,677 (28.9)
Net Income per share to common stockholders:
Basic$0.14 $0.18 (22.2)
Diluted$0.13 $0.18 (27.8)
Shares used for computation:
Basic55,435,386 58,146,606 (4.7)
Diluted58,595,646 60,793,516 (3.6)


Page 6


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Nine Months Ended September 30,
20232022% Change
Operating Revenues:
Scheduled Service$360,607 $334,679 7.7 
Charter Service143,250 118,526 20.9 
Ancillary205,633 139,548 47.4 
Passenger709,490 592,753 19.7 
Cargo74,437 65,930 12.9 
Other20,150 8,607 134.1 
Total Operating Revenue804,077 667,290 20.5 
Operating Expenses:
Aircraft Fuel185,829 206,334 (9.9)
Salaries, Wages, and Benefits223,890 178,576 25.4 
Aircraft Rent2,281 7,347 (69.0)
Maintenance44,311 35,794 23.8 
Sales and Marketing26,005 23,336 11.4 
Depreciation and Amortization64,577 49,364 30.8
Ground Handling28,299 24,838 13.9 
Landing Fees and Airport Rent36,847 32,708 12.7 
Other Operating, net81,663 68,401 19.4 
Total Operating Expenses693,702 626,698 10.7 
Operating Income110,375 40,592 171.9 
Non-operating Income (Expense):
Interest Income7,766 2,166 258.5 
Interest Expense(31,272)(23,097)35.4 
Other, net(370)(5,156)(92.8)
Total Non-operating Expense, net(23,876)(26,087)(8.5)
Income before Income Tax86,499 14,505 496.3 
Income Tax Expense19,963 4,113 385.4 
Net Income$66,536 $10,392 540.3 
Net Income per share to common stockholders:
Basic$1.19 $0.18 561.1 
Diluted$1.12 $0.17 558.8 
Shares used for computation:
Basic56,051,173 58,039,201 (3.4)
Diluted59,281,819 61,372,735 (3.4)

Page 7


KEY OPERATING STATISTICS
The following tables presents key operating statistics and metrics for the three and nine months ended September 30, 2023 and 2022.
Three Months Ended September 30,
20232022% Change
Scheduled Service Statistics:
Revenue passenger miles (RPMs) – thousands1,252,5831,101,01113.8
Available seat miles (ASMs) – thousands1,446,4621,256,75515.1
Load factor86.6%87.6%(1.0)
Revenue passengers carried1,090,172908,96719.9
Departures6,8785,61122.6
Block hours19,93516,94717.6
Scheduled service TRASM(1) - cents
11.7212.34(5.0)
Average base fare per passenger$88.50$112.44(21.3)
Ancillary revenue per passenger$64.61$55.2916.9
Total fare per passenger$153.11$167.73(8.7)
Fuel gallons - thousands15,53613,35216.4
Charter Statistics:
Departures2,6882,35913.9
Block hours5,2744,62314.1
Available seats miles (ASMs) - thousands322,722286,18912.8
Fuel gallons - thousands3,5133,05615.0
Cargo Statistics:
Departures3,4323,04312.8
Block hours9,2878,7396.3
Total System Statistics:
Average passenger aircraft42.036.814.1
Passenger aircraft – end of period4242
Cargo aircraft – end of period1212
Aircraft held for operating lease – end of period5NM
Available seat miles (ASMs) – thousands1,791,4851,553,48315.3
Departures13,12811,07218.6
Block hours34,87430,49214.4
Daily utilization – hours6.66.43.1
Average stage length – miles1,0051,055(4.7)
Total revenue per ASM (TRASM) - cents
12.1112.75(5.0)
Cost per ASM (CASM) - cents12.8313.28(3.4)
Adjusted CASM(2) - cents
7.757.552.6
Fuel gallons - thousands19,26216,50916.7
Fuel cost per gallon$3.19$3.93(18.8)
Employees at end of period2,6922,35414.4
1 – See note 3 in end notes
2 – See note 4 in end notes
“NM” stands for not meaningful
Page 8




Nine Months Ended September 30,
20232022% Change
Scheduled Service Statistics:
Revenue passenger miles (RPMs) – thousands3,900,9753,565,5019.4
Available seat miles (ASMs) – thousands4,489,9684,284,4034.8
Load factor86.9%83.2%3.7
Revenue passengers carried3,093,5362,715,70713.9
Departures19,45617,51211.1
Block hours61,43857,5856.7
Scheduled service TRASM(1) - cents
12.8011.2713.6
Average base fare per passenger$116.57$123.24(5.4)
Ancillary revenue per passenger$66.47$51.3929.3
Total fare per passenger$183.04$174.634.8
Fuel gallons - thousands48,04644,9406.9
Charter Statistics:
Departures7,8166,21425.8
Block hours15,99413,00023.0
Available seats miles (ASMs) - thousands961,953800,69820.1
Fuel gallons - thousands11,0639,08521.8
Cargo Statistics:
Departures9,6438,31016.0
Block hours25,63323,8917.3
Total System Statistics:
Average passenger aircraft41.835.218.8
Passenger aircraft – end of period4242
Cargo aircraft – end of period1212
Aircraft held for operating lease – end of period5NM
Available seat miles (ASMs) – thousands5,516,8265,114,1347.9
Departures37,29532,24615.7
Block hours104,18895,0529.6
Daily utilization – hours6.97.4(6.8)
Average stage length – miles1,0881,169(6.9)
Total revenue per ASM (TRASM) - cents
13.0111.7610.6
Cost per ASM (CASM) - cents12.5712.252.6
Adjusted CASM(2) - cents
7.566.919.4
Fuel gallons - thousands59,73454,32210.0
Fuel cost per gallon$3.12$3.81(18.1)
Employees at end of period2,6922,35414.4
1 – See note 3 in end notes
2 – See note 4 in end notes
“NM” stands for not meaningful
Page 9


SUMMARY BALANCE SHEET
(Dollars in millions)
(amounts may not recalculate due to rounding)
September 30, 2023December 31, 2022% Change
(Unaudited)
Cash & Cash Equivalents$27.0 $92.1 (70.7)
Other Current Assets233.3 253.4(7.9)
Total Current Assets260.3 345.5 (24.7)
Total Property & Equipment, net956.7 785.7 21.8 
Other384.0 393.3 (2.3)
Total Assets1,601.1 1,524.4 5.0 
Air Traffic Liabilities130.5 158.0 (17.4)
Current Finance Lease Obligations32.1 18.0 78.4 
Current Operating Lease Obligations2.3 6.3 (63.7)
Current Maturities of Long-Term Debt, net83.3 57.5 44.8 
Income Tax Receivable Agreement Liability1.5 2.3 (33.1)
Other Current Liabilities121.2 135.0 (10.3)
Total Current Liabilities370.9 377.1 (1.7)
Finance Lease Obligations231.2 233.3 (0.9)
Operating Lease Obligations17.1 19.8 (13.8)
Long-Term Debt, net351.8 294.7 19.4 
Income Tax Receivable Agreement Liability99.5 101.5 (2.0)
Other11.3 5.2 116.5 
Total Liabilities1,081.7 1,031.7 4.8 
Total Stockholders’ Equity$519.4 $492.7 5.4 

Page 10


SUMMARY CASH FLOW
(Dollars in millions)
(Unaudited - amounts may not recalculate due to rounding)
Nine Months Ended September 30,
20232022% Change
Net Cash Provided by Operating Activities$102.7$71.743.2
Purchases of Property & Equipment(210.6)(177.7)18.6
Other, net32.4(120.0)(127.0)
Net Cash Used in Investing Activities(178.3)(297.6)(40.1)
Common Stock Repurchases(55.1)NM
Proceeds from Borrowing119.2188.3(36.7)
Repayment of Finance Lease Obligations(16.4)(37.8)(56.7)
Repayment of Borrowings(35.5)(95.3)(62.8)
Other, net(1.7)(0.9)90.5
Net Cash Provided by Financing Activities10.654.2(80.4)
Net Decrease in Cash(65.0)(171.7)(62.1)
Cash, Cash Equivalents and Restricted Cash – Beginning of the Period102.9317.8(67.6)
Cash, Cash Equivalents and Restricted Cash –
End of the Period
$37.9$146.1(74.0)
“NM” stands for not meaningful
Page 11


NON-GAAP FINANCIAL MEASURES
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Income Before Income Tax, Adjusted Pre-tax Margin, Adjusted Net Income, Adjusted Net Income per Share, Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Income Before Income Tax, Adjusted Pre-tax Margin, Adjusted Net Income, Adjusted Net Income per share, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures included as supplemental disclosure because we believe they are useful indicators of our operating performance. Derivations of Operating Income and Net Income are well recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry.
The measures described above have limitations as analytical tools. Some of the limitations applicable to these measures include: they do not reflect the impact of certain cash and non-cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate these non-GAAP measures differently than we do, limiting each measure’s usefulness as a comparative measure. Because of these limitations, the following non-GAAP measures should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to the possible differences in the method of calculation and in the items being adjusted.
For the aforementioned reasons, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Income Before Income Tax, Adjusted Pre-tax Margin, Adjusted Net Income, Adjusted Net Income per Share, Adjusted EBITDA and Adjusted EBITDA Margin have significant limitations which affect their use as indicators of our profitability. Accordingly, readers are cautioned not to place undue reliance on this information.

Reconciliation of GAAP Operating Income to Adjusted Operating Income
Dollars in millions – Unaudited - amounts may not recalculate due to rounding
The following table presents the reconciliation of GAAP operating income to adjusted operating income.
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating Revenue$248.9 $221.7$804.1$667.3
Operating Income19.0 15.4110.440.6
Stock Compensation Expense1.0 0.58.12.0
Adjusted Operating Income$20.0 $15.9$118.5$42.6
Operating Income Margin7.6 %6.9 %13.7 %6.1 %
Adjusted Operating Income Margin8.1 %7.2 %14.7 %6.4 %

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Reconciliation of GAAP Income Before Income Tax to Adjusted Income Before Income Tax
Dollars in millions – Unaudited - amounts may not recalculate due to rounding
The following table presents the reconciliation of GAAP income before income tax to adjusted income before income tax.
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net Income $7.6 $10.7 $66.5 $10.4 
Add: Provision for Income Tax Expense 2.5 2.3 20.0 4.1 
Income Before Income Tax, as reported10.1 12.9 86.5 14.5 
Pre-tax margin4.0 %5.8 %10.8 %2.2 %
Stock Compensation Expense1.0 0.5 8.1 2.0 
Tax Receivable Agreement adjustment (1)
— (3.5)(0.4)5.0 
Gain on asset transactions, net (2)
— (0.2)— (0.3)
Loss on refinancing credit facility— — — 1.6 
Secondary offering costs— — 0.6 — 
Adjusted Income Before Income Tax$11.1 $9.7 $94.9 $22.7 
Adjusted Pre-tax margin4.5 %4.4 %11.8 %3.4 %
(1)
This represents the adjustment to the TRA for the period, which is recorded in Non-Operating Income (Expense)
(2)Due to changes in the Company’s operations, Management determined that, beginning in the fourth quarter of 2022, certain asset transactions will no longer be included as adjustments to Adjusted Net Income because these transactions are part of our recurring operations. This change was made prospectively beginning in the fourth quarter of 2022, and no prior period amounts have been adjusted

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Reconciliation of GAAP Net Income and Earnings per Share to Adjusted Net Income and Adjusted Earnings per Share
Dollars and shares in millions, except for per share – Unaudited - amounts may not recalculate due to rounding
The following table presents the reconciliation of GAAP net income and earnings per share to adjusted net income and adjusted earnings per share.
Three Months Ended September 30,
20232022
DollarsPer Share - dilutedDollarsPer Share - diluted
Net Income$7.6 $0.13 $10.7 $0.18 
Stock Compensation Expense1.0 0.02 0.5 0.01 
Tax Receivable Agreement adjustment (1)
— — (3.5)(0.06)
Gain on asset transactions, net (2)
— — (0.2)— 
Income tax effect of adjusting items, net (3)
(0.2)— (0.1)— 
Adjusted Net Income$8.4 $0.14 $7.4 $0.12 
Diluted share count58.6 60.8 
Nine Months Ended September 30,
20232022
DollarsPer Share - dilutedDollarsPer Share - diluted
Net Income$66.5 $1.12 $10.4 $0.17 
Stock Compensation Expense8.1 0.14 2.0 0.03 
Tax Receivable Agreement adjustment (1)
(0.4)(0.01)5.0 0.08 
Gain on asset transactions, net (2)
— — (0.3)(0.01)
Loss on refinancing credit facility— — 1.6 0.03 
Secondary offering costs0.6 0.01 — — 
Income tax effect of adjusting items, net (3)
(2.0)(0.03)(0.7)(0.01)
Adjusted Net Income$72.9 $1.23 $17.9 $0.29 
Diluted share count59.3 61.4 
(1)
This represents the adjustment to the TRA for the period, which is recorded in Non-Operating Income (Expense)
(2)Due to changes in the Company’s operations, Management determined that, beginning in the fourth quarter of 2022, certain asset transactions will no longer be included as adjustments to Adjusted Net Income because these transactions are part of our recurring operations. This change was made prospectively beginning in the fourth quarter of 2022, and no prior period amounts have been adjusted
(3)
The tax effect of adjusting items, net is calculated at the Company’s statutory rate for the application period







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Reconciliation of GAAP Net Income to Adjusted EBITDA
Dollars in millions – Unaudited - amounts may not recalculate due to rounding
The following tables present the reconciliation of net income to adjusted EBITDA for the periods presented below.
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net Income$7.6 $10.7 $66.5 $10.4 
Interest Income(2.5)(1.6)(7.8)(2.2)
Interest Expense11.4 7.5 31.3 23.1 
Stock Compensation Expense1.0 0.5 8.1 2.0 
 Tax Receivable Agreement adjustment (1)
— (3.5)(0.4)5.0 
Secondary offering costs— — 0.6 — 
Gain on asset transactions, net (2)
— (0.2)— (0.3)
Provision for Income Taxes2.5 2.3 20.0 4.1 
Depreciation and Amortization22.8 17.2 64.6 49.4 
Adjusted EBITDA$42.8 $32.7 $183.0 $91.5 
Adjusted EBITDA margin17.2 %14.8 %22.8 %13.7 %
(1)
This represents the adjustment to the TRA for the period, which is recorded in Non-Operating Income (Expense)
(2)Due to changes in the Company’s operations, Management determined that, beginning in the fourth quarter of 2022, certain asset transactions will no longer be included as adjustments to Adjusted Net Income because these transactions are part of our recurring operations. This change was made prospectively beginning in the fourth quarter of 2022, and no prior period amounts have been adjusted.
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Adjusted CASM
Adjusted CASM is a non-GAAP measure derived from CASM by excluding fuel costs, costs related to our cargo operations, stock based compensation, depreciation recognized on our aircraft and flight equipment held for operating lease, certain commissions and other costs of selling our vacations product from this measure as these costs are unrelated to our airline operations and improve comparability to our peers. Adjusted CASM is an important measure used by management and by our board of directors in assessing quarterly and annual cost performance. Adjusted CASM is also a measure commonly used by industry analysts and we believe it is an important metric by which they compare our airline to others in the industry, although other airlines may exclude certain other costs in their calculation of Adjusted CASM. The measure is also the subject of frequent questions from investors.

Adjusted CASM excludes fuel costs. By excluding volatile fuel costs that are outside of our control from our unit metrics, we believe that we have better visibility into the results of operations and our non-fuel cost initiatives. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can lead to a significant improvement in operating results. In addition, we believe that all domestic carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management and investors to understand the impact and trends in company-specific cost drivers, such as labor rates, aircraft and maintenance costs, and productivity, which are more controllable by management.
We have excluded costs related to the cargo operations and depreciation recognized on our aircraft and flight equipment held for operating lease as these operations do not create ASMs. During the nine months ended September 30, 2023, the Company acquired five 737-900ERs that are currently on lease to an unaffiliated airline. Depreciation expense on these aircraft materially began during the three months ended June 30, 2023. Adjusted CASM further excludes other adjustments, as defined in the relevant reporting period, that are not representative of the ongoing costs necessary to our airline operations and may improve comparability between periods. We also exclude stock compensation expense when computing Adjusted CASM. The Company’s compensation strategy includes the use of stock-based compensation to attract and retain employees and executives and is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, stock-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any period.
As derivations of Adjusted CASM are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of Adjusted CASM as presented may not be directly comparable to similarly titled measures presented by other companies. Adjusted CASM should not be considered in isolation or as a replacement for CASM. For the aforementioned reasons, Adjusted CASM has significant limitations which affect its use as an indicator of our profitability. Accordingly, readers are cautioned not to place undue reliance on this information.















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Reconciliation of CASM to Adjusted CASM
Amounts may not recalculate due to rounding, dollar amounts in millions

The following table presents the reconciliation of CASM to Adjusted CASM.
Three Months Ended September 30,
20232022
Operating Expenses
- mm
Per ASM (cents)
Operating Expenses
- mm
Per ASM (cents)
CASM$229.912.83$206.3 13.28 
Less:
Aircraft Fuel61.23.4164.8 4.17 
Stock Compensation Expense1.00.060.5 0.03 
Cargo expenses, not already adjusted above26.41.4823.6 1.52 
Sun Country Vacations0.20.010.2 0.01 
Aircraft and Flight Equipment Held for Operating Lease, Depreciation Expense2.20.12— — 
Adjusted CASM$138.87.75$117.2 7.55 
Available seat miles (ASMs) - mm1,791.51,553.5 
Nine Months Ended September 30,
20232022
Operating Expenses
- mm
Per ASM (cents)
Operating Expenses
- mm
Per ASM (cents)
CASM$693.712.57$626.7 12.25 
Less:
Aircraft Fuel185.83.37206.3 4.03 
Stock Compensation Expense8.10.142.0 0.04 
Cargo expenses, not already adjusted above77.21.4064.0 1.25 
Sun Country Vacations0.90.020.8 0.02 
Aircraft and Flight Equipment Held for Operating Lease, Depreciation Expense4.50.08— — 
Adjusted CASM$417.27.56$353.6 6.91 
Available seat miles (ASMs) - mm5,516.85,114.1 
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