Welcome to the Allegiant Travel Company's Second Quarter 2012 Financial Results Conference Call. We have on the call today Maury Gallagher, the company's Chief Executive Officer and Chairman; Andrew Levy, the company's President; and Scott Sheldon, the company's Chief Financial Officer. Today's comments will begin with Maury Gallagher, followed by Andrew Levy, then Scott Sheldon. After their prepared remarks, we will hold a short question-and-answer session. We wish to remind listeners to this webcast that the company's comments today will contain forward-looking statements that are only predictions and involve risks and uncertainties. Forward-looking statements made today include, among others, references to future performance and any comments about our strategic plans. And there are many risk factors that could prevent us from achieving our goals and may cause underlying assumptions of these forward-looking statements and our actual results to differ materially from those expressed in, or implied by, our forward-looking statements. These risk factors and others are more fully discussed in our filings with the Securities and Exchange Commission. Any forward-looking statements based on information available to us today, and we undertake no obligation to update publicly any forward-looking statements whether as the result of future events, new information or otherwise. The company cautions users of this presentation not to place undue reliance on forward-looking statements, which may be based on assumptions and anticipated events that do not materialize. The earnings release, as well as the rebroadcast of this call, are available on the company's Investor Relations site, ir.allegiantair.com. At this time, I would like to turn the call over to Maury Gallagher for opening remarks.

Thank you, operator. Good afternoon, everyone, welcome. It's a pleasure again to talk with you this afternoon. As the operator indicated, joining me today are Andrew and Scott. I'm happy to say we had a very nice profitable quarter, our 38th consecutive profitable quarter. We had net income of $25.2 million or $1.30 a share. That's compared to last year's $11.9 million operating income and $0.62 per share. Revenues during the quarter increased 15% to $231 million but year-over-year, operating profits increased over 100% to $41.9 million, clearly, a terrific outcome. These results represent an 18.1% operating margin compared to 10% in the same quarter last year. Additionally, this represents the first time our second quarter results have exceeded our first quarter results, which typically is our strongest quarter of the year. We successfully completed one of the more substantial undertakings in the history of our company this past quarter, namely the launching of our Hawaii service. We have been very pleased with the initial results and we are optimistic about our long-term future in this great destination market. This was indeed a major undertaking for us and I want to personally thank all of our team members who worked diligently to complete this effort. Once again, our people have been up to the task. They continue to allow us to separate from the pack. Our nonfuel unit cost was down 14%, a very, very good result. Maintenance, in this instance, was the big driver in this reduction. We've been commenting during the past year or so, that we were experiencing a bulge, if you will, in maintenance outlays particularly with regards to engines. This bulge has passed and we are seeing the benefits. Last year we spent almost $13 per passenger in this quarter for maintenance while this year's…

Thanks, Maury. Second quarter revenue performance was exceptional. Despite ASM growth of 20%, total fare per customer was flat. The base fare was slightly lower but this was more than offset by a nice increase in ancillary revenue per passenger driven mostly by a $2.45 increase in air-related ancillaries. This is the first time since the fourth quarter of 2009 in which total RASM outperformed passenger RASM and we expect this will continue in the third and fourth quarters. This expectation is primarily due to our new carry-on bag charge implemented in April as well as several revenue optimization initiatives implemented for our other products. We expect a meaningful increase in the contribution of the carry-on charge during the third quarter and the first full-quarter effect of this new charge will be in the fourth quarter of this year. We are not prepared to publicly forecast a total RASM number for the third quarter, but we do expect total RASM to outperform passenger RASM by a substantial margin. Demand trends going into the latter part of August and September appear to be only slightly weaker than the normal seasonal pattern when adjusting for our planned increase in capacity. But we remain bullish about the revenue environment in the second half of the year, particularly during the peak Thanksgiving and Christmas holiday seasons. Of course, if we see a marked deceleration in demand, we have the ability to react quickly by adjusting capacity as we have done many times in the past. However, a marked deceleration in demand has historically translated into lower fuel prices. We believe the relationship between revenue and fuel is, and will, remain intact and as we experienced in late 2008 and 2009, this is about as perfect an operating environment as there is for Allegiant. Recall…

Thanks, Andrew. Let me first highlight the balance sheet and liquidity. Our strong cash flow production continued into the second quarter. We generated $34 million in cash flows from operations during the quarter and nearly $117 million year-to-date. This net of the year-to-date capital expenditures of $61 million has resulted in nearly $56 million of free cash flow. Our unrestricted cash, which includes investments and marketable securities, at quarter-end were $390 million, which was up 6% from the end of the first quarter and represents 47 million -- excuse me, 47% of our trailing 12-month operating revenue. Our CapEx spend of $29 million during the quarter primarily consisted of the purchase of our sixth and final Boeing 757 aircraft under contract and the continuation of our 166-seat modification project. At quarter-end, we had modified 26 MD-80 aircraft from 150 to 166 seats, for a total of $24 million. The number of reconfigured aircraft is expected to be 31 by this Friday at which time we will have successfully replaced all of the West Coast-scheduled service flying with 166 seats. Looking forward to the back half of the year, we still anticipate full-year CapEx of $105 million to $115 million. We ended the quarter with $156 million in total debt, up from $144 million at the end of the prior quarter as we successfully secured $14 million in financing on 2 757 aircraft at attractive rates. At quarter-end, our net cash position, as we define as unrestricted cash excluding ATL and total debt, was $77 million. Our leverage ratios continue to improve with our debt-to-equity ratio now at 39%, down from 43% in the prior year and our interest coverage is now 19x. Finally, our return on equity and return on capital ratios continue to improve and were 18.4% and 14.5%,…

[Operator Instructions] Our first question comes from John Godyn from Morgan Stanley.

I wanted to first just talk about the cost guidance a little bit. We've got 2 quarters of cost guidance and the third quarter you guys put out has a pretty narrow range but the full-year cost guidance of down 5% to down 10%, that's a pretty wide range with just the fourth quarter left really driving all that variance. Can we just -- can you just elaborate a little bit on why the need for that range? And just hypothetically, sort of how do we think about what drives the top end versus the bottom end? What are the key factors that you're looking out for?

Yes. This is Scott. There's a couple of things in there that we're just looking to be a little more conservative. There's some costs that we know will be increasing on the station side. Las Vegas, their T3 terminal's going to be coming on board. If you look at the rate increase, that's likely going to be north of 15% on an annualized basis. If you look at the pre-operating costs for the introduction of the 319s, we think there's going to be a substantial amount of spend in the fourth quarter in addition to the first quarter, which might be pulled back. A lot of it has to do with just the pace at which the process progresses. We have mentioned that we will be putting 2 of the 87s down the remaining -- last remaining 2 87s down, which means you're going to see a bump up in depreciation both in the third and fourth quarters. And so, that's kind of how we're looking at it. Other than that, Andrew, I don't know, or Maury if you had any other comments.

Yes. John, I think we're just trying to be very conservative. I mean obviously, we have a much tighter range internally, but we thought that today we are just prepared to share the range that we provided you.

Okay, that's helpful. And on the PRASM guidance, we've got July. The third quarter PRASM guidance -- and I heard the comments about total RASM and how that's going to work out and that's very helpful. But just focus on the PRASM. We've got July here, down 1 to down 3 and then the third quarter is a lot lower than that. Even though August has easier comps, is it fair to look at September as the month that's driving a lot of that downside volatility? Or should we actually think about it as August is worse than July and September has been worse than August? Just some clarity on that would be helpful.

Yes. John, I think, it's exactly what you said. August -- July, definitely, we expect will show the best performance on a year-over-year basis in terms of passenger RASM. We think August will be less good and September will be less good as well. So, no, I think that's exactly what we expect to see.

Okay, that's helpful. And just last one on demand in general. You had some -- you inserted some comments on how good the business model is during tough economic times and we've seen that in the past. But are you seeing anything in terms of demand trends, bookings that causes you to be uncertain about the trend, or anything that suggests kind of core demand as weak? Or was that more of a response to kind of all the headlines and maybe investor concerns that might be out there more than anything that you're seeing in the numbers?

Sure. First of all, let me go back to the last question. Let me add one more thing about the monthly RASM performance we forecast. I think that the capacity growth that we showed throughout the quarter also mirrors the results we expect. So the growth in August is greater than July, the growth in September is greater than August. And part of that is just due to the really tight capacity that we had last year during that same period, and we feel really good about the capacity plan for the quarter, I might add. So anyway, as far as your other question. Yes, I think that there is just -- we fought this issue when we went public about this really factually incorrect and empirically proved to be incorrect notion that somehow in a recessionary environment, leisure is where you don't want to be. We think the facts are clear and they stayed exactly the opposite. And so we're just trying to, I guess, take the opportunity to remind investors that, I mean, I guess, maybe the next time around, it may be different. But we see no reason to believe that it would be. We performed extremely well during the downturn environment and if we do end up seeing one, then I think we expect that the history will repeat itself. That being said, no, we don't see any trends that are alarming in any way. When we try to strip out the capacity adjustments we have in August and September, which are pretty substantial on a year-over-year basis. And then we try to see, okay, are we doing what you would expect on a seasonal basis. Obviously, back half of August, September are 2 of the weaker -- or it's one of the weaker periods during the year. And as we look at that, what we see is maybe something that's slightly below normal seasonal patterns but ever so slight and we don't see any real -- we don't see any change in the trend line or anything like that, John, but obviously, we're keeping our eye on the macro environment. And at this point, I think that -- maybe the best way to put it is our capacity plans remain intact nd at this point, we're not looking in any way of changing that. And of course if we see a reason to do so, we will. But at this point in time, we're very comfortable with what we have on the books in terms of our capacity in the back half of the year.

Our next question comes from Michael Linenberg from Deutsche Bank.

This is actually Catherine O'Brien filling in for Mike Linenberg. My first question is just to try to get a little more color on the September quarter cost guidance, if there's anything specific pressuring that. Just as capacity is growing 14% to 18%, CASM ex is going to be flat to down 2%. With the capacity growth this quarter, we saw more substantial decrease in the CASM ex-fuel figure. I'm just wondering what's driving that, the September quarter?

This is Scott. One of the things I probably should've elaborated on, if you look at the third quarter of last year, we were introducing the modification lines for 4 aircraft, those are 4 aircraft that were in storage, therefore, they were not being depreciated. The mod lines that are ongoing this quarter, those are aircraft that we have been -- had in service and, therefore, they are being depreciated. So on paper, it's going to look like utilization's going to be down which is going to put pressure on cost. Other than that -- as I mentioned, the 87s we're going to accelerate the depreciation there, July 1 station costs for Vegas are going to increase. But other than that, there's really nothing outside of those items that is really noteworthy.

Typically, we have a substantial uptick in our unit cost in the third quarter historically, just because it's our slowest quarter of the year and our utilization goes down as we pull in our range for September. And so it's not an unexpected event. We have an excellent quarter, in the second quarter. So coming off of that it might look like it's going backwards but it's all very explainable and we're seeing the benefits of all the investments not only the next quarter but in the following quarters.

All right. And just one more on -- I just wanted to know if you could give an early read on the new website, and if you maybe had a feel for the incremental revenue you'd be able to see in the fourth quarter and beyond from that?

It's too early to make those kinds of predictions. This is a slow birthing process that's coming about. As you can imagine, something as material as this is to the company on a very basic approach, and the first passes here have been very good. We're down to 10% type of -- amount of traffic, 1 in 10 of our events going through it. And as -- we're just making sure that all the stuff is working right but very excited about it. We do see revenue enhancement opportunities. Haven't got the quantification or specifics that we want to talk about at this point yet, though.

Our next question comes from David Fintzen from Barclays.

This is actually Isaac Husseini filling in for David. First question I guess for Maury or Andrew, I appreciate the color that you gave on Hawaii but I wanted to know if you could just frame it throughout the rest of the network. Have Hawaii margins been higher or in line with the average in your system? And maybe if you can just also add some color to Hawaii ancillary revenues and hotels?

Yes, this is Andrew. We're talking 1 month of Hawaii service and I think that they will be -- if you put them together, they'll be in line with the overall network profitability. So -- and July is going to be a very strong month for us, as it always is. And I don't know if we want to really get into any more details. [indiscernible]

July is a lot stronger, Hawaii is, too.

Yes, July is obviously a peak month to Hawaii. I mean in some ways we expected it to start off pretty strong but at the same time, with the fact that we had a short selling window and obviously started with low introductory fares, we're just particularly pleased that despite those 2 things, we were able to produce the results that we did in the Hawaii market. And forgive me, the second part of your question, if you could repeat that?

Yes. The second part was just any color that you can provide on the ancillary revenues and hotel deals in Hawaii?

Oh, yes, sure. Right now, Hawaii is, by far and away, our second highest market in terms of take rate among customers for the hotel product. It's doing -- it's not Las Vegas nor would we ever expect it to be. But the take rate is very nice and it's climbing. At this point, the Hawaii-Las Vegas service which is the majority of our service to Hawaii is not a really good bellwether for the Hawaii market because that is such a -- that route is dominated by VFR traffic due to the very large base of a -- or very large population of Hawaiians that live in Las Vegas. So that route will be, and always has been, a route that has a lot more balance and demand going both directions. So -- in fact, we're actually selling more rooms in Las Vegas than we are in Hawaii on that particular route. Fresno is a better bellwether although it's really 1 flight a week, so it's hard to really make a lot of forecast based on that experience but so far, we're seeing good and accelerating take and net revenue from hotels on the Hawaii markets and we do expect that will be very meaningful as we continue selling and flying into that market. The unbundled ancillaries is really where we've seen substantially better numbers than what we had forecast. We always expected the value of things like a seat assignment would be higher on a longer flight. And that's coming in spades to be true, and so we're really pleased with it. and I think the bottom line is that the total revenue when you add them all 3 together that is giving us numbers that are far better than what we anticipated. And as a result, we're very bullish on the Hawaii market.

I think -- just a general statement, Isaac, this is Maury. It's extending our model as we have developed it over the years, namely low fares, smaller markets. It's stimulating new traffic that otherwise wouldn't have flown to Hawaii. So as we go into our secondary cities, we're very bullish on how that's going to grow and prosper, if you will, and come to the market based on our service models and our pricing.

Okay. That's helpful. And I guess, one for Scott. Going back to the CASM question, just asking it a bit differently. With 4Q being -- if I take the midpoint of your full-year guidance on CASM, and I assume 4Q CASM down 10%. I appreciate that there's a lot going on between the maintenance and the D&A and things moving in and out between the quarters with -- especially with the engine maintenance program from last year. But if we start thinking about just sustainability of CASM against 20% to 25% ASM growth in 2012 -- in 2013, what should we think about run rates in terms of CASM looking forward?

I would hope to see it down similar to what we have seen between the first and second quarters. I think we did $0.0516 last quarter. We did $0.051 this quarter. Hopefully, that's not out of the question moving into '13, particularly as you have the full contingent of 75 [ 757 ] flying, the full contingent of scheduled service of our 166 being deployed.

Our next question comes from Savi Syth from Raymond James.

Regarding the engine maintenance expense, what was the -- could you quantify what that was this year? And is that kind of the new normal -- actually the overhaul expense, is that the new normal?

I'm sorry. Say it again, please?

Sure. The engine overhaul expense that was down significantly year-over-year, could you quantify that? I was wondering is this the new normal level that you've reached? Or is there more decline?

If you look at the engine overhaul expense last year, it was roughly $19 million. The historical run rate had been less than $10 million. I would expect that to be the case moving forward. Last year, majority of the engine overhaul expense is actually hitting Qs 3 and 4 and off the top of my head, I think we had about a $3 million delta in the second quarter. So a $3 million reduction from what we did last year to what we did this year, specifically as it relates to engines. So overall expense moving forward, definitely less than the $10 million number which we have historically seen in the past.

Okay. And I'm sorry, I wasn't a little clear. So in the third and fourth quarter, we should continue to see declines because it hit the third quarter and fourth quarter of last year, right?

Yes. Third quarter or fourth quarter of this year, you should see significant declines in...

You're on a year-over-year basis, is what this question...?

Yes.

Right, okay.

Sure, yes. It makes sense. And then just a follow-up question on the carry-on bag fee, I was wondering if you could -- can I give -- tell us how the take rate has been going on, on the carry-on bag fee as well as the check bag?

Yes, this is Andrew. We're not going to provide you the take rates. Forgive us, we want to keep that one under wraps, I think, but we -- it's meeting our expectations. And I think what we have seen that is something that we hadn't forecast is the effect it's had on checked bag take rate, which has in fact gone up. So we're seeing good numbers in terms of the carry-on fee, in terms of what we're seeing, in terms of recognizing a new revenue stream and at the same time, an increase in the check bag that we're capturing. So we're really pleased with those numbers and as I mentioned, the third quarter, the contribution of those 2 particular items in the third quarter will be up very nicely on a sequential basis just mostly because we'll have more of almost a full-quarter effect of it in the third quarter, which we did not have in the second.

Our next question comes from the Duane Pfennigwerth from Evercore Partners.

I just wanted to follow up on the sort of TRASM versus PRASM. I guess, what was not fully reflected in your June traffic, if we look at sort of the difference in those growth rates? And when did you start enforcing the carry-on bag fee at the gate?

Well, let me ask the -- let me answer the second part first. We started enforcing it on June 19, which coincided with the change in our boarding process. And the boarding process, in many respects, was changed in order to help with the enforcement of that charge. I'm not sure I understood the first part of the question, Duane.

So just I think it was like 4 percentage points, I think, better, TRASM versus PRASM. And the thought being that, that will get wider or get even better going forward given that you weren't getting a full contribution in June, that's the question.

Right, okay. Well -- and the answer there is pretty much what we just were talking about a second ago, which is the full -- a fuller effect of the new carry-on charge which we'll see more of in the third quarter, as well as the increases in some of the other air-related ancillaries including check bags and we have some other optimization efforts in several of the other categories of ancillaries that are showing very positive results. So it's really -- it's the unbundled air ancillaries and growth there that we expect will help continue the trend of total RASM outperforming passenger RASM on a year-over-year basis, as we go into the third and the fourth quarter.

Okay, fair. And then just -- I wanted to switch gears around capital deployment. I mean your earnings this year are high. You've got a lot of cash. Any thoughts on when you might make some decisions about returning that to holders and your preference, dividends, buyback or something else?

Duane, it's Maury. That's a very good question. At this point, it's nice to be sitting on ample resources. With the balance sheet we have, it gives us a tremendous amount of flexibility as we transition into the Airbus fleet and things like that, we could certainly look at buying more airplanes should the deals become available, that's a benefit. But we're also mindful that returning cash to the shareholders vis-à-vis possible dividend, share buybacks are definitely something that we've been visiting with our Board about. So as we kind of mature ourselves into these numbers, I think The Street is talking about an average of $2 increase this year on earnings over last year. And next year, I think we're seeing Street averages up or close to $6, so those are certainly going to generate nice amounts of cash that will create our high-quality problem, as I like to say. But stay tuned on that and we'll be working on it as we go forward.

Our next question comes from Hunter Keay from Wolfe Trahan.

Just again to follow up on Duane's question more just to sort of flush out a little more what you were saying. As the largest shareholder of this company, how do you personally feel about, just sort of conceptually, the difference between a dividend and a buyback. I mean which would you prefer as the largest shareholder of the company? And how do you think about having a conversation with the Board in terms of which one is better?

The conflict of interest aside, I kind of analogized that one, you're paying people to leave the company, and two, you're paying people who are staying in the company. Both have their benefits and a plus. I think the share buyback becomes much more attractive when we're undervalued. And I think -- but I'm not sure, The Street is getting us up to where we should be particularly after today. But dividends on a personal basis, I'm not going to sit here and say they're not interesting, too, particularly given all the tax events that are going about and things like that. But it's been a topic for Board discussion and we're continuing to have that.

So first of all, you're saying that any kind of fiscal policy that would impact taxation of dividends would come into the conversation, as you guys think about returning cash?

I think so. Paying out a dividend where $0.42 of it goes to -- at least on a personal level, institutions are certainly different, but that has a -- personal decision-making changes my kind of belief, versus a 15%. You go to 20%, that's certainly not a 42% number but when you see dividends ratcheting back up to the old 42%, that to me puts a chill on a company doing things. And furthermore, we have a lot of growth left to go and a permanent dividend at this point might be -- I'm not saying we couldn't support it, but it might be a bit premature just given the opportunities we see out there to continue to invest and grow.

Don't you think that if you were to initiate a regular dividend, if you're frustrated with the way your stock is trading as it seems like you are, don't you think that the initiation of a regular dividend would send a pretty strong message to The Street that you believe what you're doing is sustainable, and that in itself should drive the multiple higher?

Hunter, I can't disagree with your logic. We've never done that before and so we have to sit down and study it. We, frankly, haven't put a lot of time into kind of a repetitive dividend, but I'm not going to sit here -- that's your side of the house. That's where you guys live and I've been told that certainly has an influence on investors. Perhaps bringing in a whole another set of investors that need dividend, but we haven't put a great deal of time into it heretofore.

Yes, okay. I think it would. I think it would send a good message -- of confidence.

Our next question comes from Kevin Crissey from UBS.

I know you don't usually advertise in your destinations but since Vegas has a lot of Hawaiians traveling to Vegas, do you advertise at all in Hawaii?

Kevin, no. As of this point in time, we've not run any paid advertising there and just been relying on PR and word-of-mouth.

Okay. And on the hotel inventories side, if we set the -- maybe if we set Hawaii aside, are you seeing any change there in terms of availability of rooms in Vegas and anywhere else?

Kevin, we're not seeing that right now with very limited exceptions. Actually, Las Vegas right now, the hotels, as they look into the fall, are starting to see a little bit of weakness in yield and as a result, it's exactly the opposite. We've got all the rooms that we could ever want and rates are coming in a little bit. So we'll see if that continues in the back half of the -- during the fourth quarter. But in the shoulder period, in the next couple 3 months, we've seen a little bit of weakness. So, no. No issues there in terms of hotel availability. Not in Vegas and certainly not in any other market where we're offering hotels for sale.

This concludes our Q&A session. I would like to turn the call back to Maury Gallagher for final comments.

Thank you all very much. Appreciate your time and we'll talk again in 90 days. Thanks, much. Bye-bye.

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time, and have a wonderful day.