Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 21, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35186 | |
Entity Registrant Name | SPIRIT AIRLINES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-1747023 | |
Entity Address, Address Line One | 2800 Executive Way | |
Entity Address, City or Town | Miramar | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33025 | |
City Area Code | 954 | |
Local Phone Number | 447-7920 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NYSE | |
Trading Symbol | SAVE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 108,401,850 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001498710 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating revenues: | ||||
Total operating revenues | $ 859,309 | $ 138,529 | $ 1,320,588 | $ 909,610 |
Operating expenses: | ||||
Salaries, wages and benefits | 257,236 | 213,579 | 502,928 | 454,059 |
Aircraft fuel | 214,825 | 19,910 | 357,755 | 233,118 |
Depreciation and amortization | 73,703 | 69,113 | 148,015 | 135,104 |
Landing fees and other rents | 81,497 | 40,348 | 153,605 | 107,469 |
Aircraft rent | 64,641 | 49,256 | 119,423 | 94,402 |
Maintenance, materials and repairs | 39,639 | 19,227 | 69,542 | 53,303 |
Distribution | 35,263 | 11,352 | 58,905 | 45,095 |
Loss on disposal of assets | 189 | 0 | 1,306 | 0 |
Special credits | (115,002) | (151,911) | (291,940) | (151,911) |
Other operating | 114,107 | 58,039 | 210,368 | 187,347 |
Total operating expenses | 766,098 | 328,913 | 1,329,907 | 1,157,986 |
Operating income (loss) | 93,211 | (190,384) | (9,319) | (248,376) |
Other (income) expense: | ||||
Interest expense | 39,662 | 27,792 | 84,468 | 51,670 |
Loss on extinguishment of debt | 331,630 | 0 | 331,630 | 0 |
Capitalized interest | (4,631) | (3,757) | (9,363) | (7,421) |
Interest income | (373) | (1,949) | (4,744) | (5,542) |
Other (income) expense | 233 | 66 | 181 | 47 |
Total other (income) expense | 366,521 | 22,152 | 402,172 | 38,754 |
Income (loss) before income taxes | (273,310) | (212,536) | (411,491) | (287,130) |
Provision (benefit) for income taxes | 14,553 | (68,108) | (11,307) | (114,874) |
Net loss | $ (287,863) | $ (144,428) | $ (400,184) | $ (172,256) |
Basic loss per share (in dollars per share) | $ (2.73) | $ (1.81) | $ (3.94) | $ (2.33) |
Diluted loss per share (in dollars per share) | $ (2.73) | $ (1.81) | $ (3.94) | $ (2.33) |
Total passenger revenues | ||||
Operating revenues: | ||||
Total operating revenues | $ 846,507 | $ 130,817 | $ 1,296,842 | $ 884,367 |
Other | ||||
Operating revenues: | ||||
Total operating revenues | $ 12,802 | $ 7,712 | $ 23,746 | $ 25,243 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (287,863) | $ (144,428) | $ (400,184) | $ (172,256) |
Unrealized gain (loss) on short-term investment securities and cash and cash equivalents, net of deferred taxes of $(5), $5, $(3) and $59 | (19) | 18 | (12) | 203 |
Interest rate derivative loss reclassified into earnings, net of taxes of $13, $15, $27 and $39 | 44 | 48 | 89 | 89 |
Other comprehensive income (loss) | 25 | 66 | 77 | 292 |
Comprehensive loss | $ (287,838) | $ (144,362) | $ (400,107) | $ (171,964) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax effect of the unrealized gain on short-term investment securities and cash and cash equivalents | $ (5) | $ 5 | $ (3) | $ 59 |
Interest rate derivative loss reclassified into earnings, tax | $ 13 | $ 15 | $ 27 | $ 39 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,863,710 | $ 1,789,723 |
Restricted cash | 62,200 | 71,401 |
Short-term investment securities | 106,375 | 106,339 |
Accounts receivable, net | 141,254 | 42,940 |
Aircraft maintenance deposits, net | 45,111 | 73,134 |
Income tax receivable | 37,714 | 147,460 |
Prepaid expenses and other current assets | 132,038 | 124,983 |
Total current assets | 2,388,402 | 2,355,980 |
Property and equipment: | ||
Flight equipment | 4,257,349 | 4,177,631 |
Ground property and equipment | 356,344 | 334,167 |
Less accumulated depreciation | (781,431) | (680,230) |
Total property and equipment, net | 3,832,262 | 3,831,568 |
Operating lease right-of-use assets | 1,598,137 | 1,417,823 |
Pre-delivery deposits on flight equipment | 443,445 | 356,262 |
Long-term aircraft maintenance deposits | 50,654 | 53,158 |
Deferred heavy maintenance, net | 323,105 | 347,907 |
Other long-term assets | 35,478 | 36,127 |
Total assets | 8,671,483 | 8,398,825 |
Current liabilities: | ||
Accounts payable | 55,072 | 28,454 |
Air traffic liability | 608,136 | 401,966 |
Current maturities of long-term debt and finance leases | 210,945 | 384,197 |
Current maturities of operating leases | 144,571 | 133,791 |
Deferred salaries, wages and benefits | 86,360 | 0 |
Other current liabilities | 496,095 | 393,614 |
Total current liabilities | 1,601,179 | 1,342,022 |
Long-term debt and finance leases, less current maturities | 3,014,958 | 3,066,635 |
Operating leases, less current maturities | 1,422,139 | 1,248,519 |
Deferred income taxes | 412,621 | 439,894 |
Deferred gains and other long-term liabilities | 39,779 | 52,060 |
Shareholders’ equity: | ||
Common stock | 11 | 10 |
Additional paid-in-capital | 1,126,031 | 799,549 |
Treasury stock, at cost | (75,448) | (74,124) |
Retained earnings | 1,130,754 | 1,524,878 |
Accumulated other comprehensive loss | (541) | (618) |
Total shareholders’ equity | 2,180,807 | 2,249,695 |
Total liabilities and shareholders’ equity | $ 8,671,483 | $ 8,398,825 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Operating activities: | |||
Net loss | $ (400,184) | $ (172,256) | |
Adjustments to reconcile net income (loss) to net cash provided by operations: | |||
Losses reclassified from other comprehensive income | 116 | 128 | |
Share-based compensation | 6,740 | 6,442 | |
Allowance for doubtful accounts (recoveries) | 170 | (226) | |
Amortization of deferred gains, losses and debt issuance costs | 6,412 | 4,633 | |
Depreciation and amortization | 148,015 | 135,104 | |
Accretion of 8.00% senior secured notes and convertible debt | 753 | 2,029 | |
Deferred income tax expense (benefit) | (12,353) | 31,518 | |
Loss on disposal of assets | 1,306 | 0 | |
Loss on extinguishment of debt | 331,630 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (98,484) | 17,360 | |
Aircraft maintenance deposits, net | 5,616 | 11,254 | |
Long-term deposits and other assets | (5,770) | (16,717) | |
Prepaid income taxes | (52) | 0 | |
Deferred heavy maintenance, net | (21,657) | (57,306) | |
Income tax receivable | 109,746 | (125,948) | |
Accounts payable | 24,024 | (6,477) | |
Air traffic liability | 206,170 | 136,615 | |
Deferred salaries, wages and benefits, net | 86,360 | 114,052 | |
Other liabilities | 95,193 | (127,204) | |
Other | 365 | 40 | |
Net cash provided (used) by operating activities | 484,116 | (46,959) | |
Investing activities: | |||
Purchase of available-for-sale investment securities | (55,936) | (54,992) | |
Proceeds from the maturity and sale of available-for-sale investment securities | 55,500 | 54,195 | |
Pre-delivery deposits on flight equipment, net of refunds | (81,208) | (153,353) | |
Capitalized interest | (9,055) | (6,289) | |
Assets under construction for others | (1,170) | (2,282) | |
Purchase of property and equipment | (87,154) | (294,633) | |
Net cash used in investing activities | (179,023) | (457,354) | |
Financing activities: | |||
Proceeds from issuance of long-term debt | 562,996 | 674,146 | |
Proceeds from issuance of common stock and warrants | 375,662 | 203,723 | |
Proceeds from stock options exercised | 0 | 39 | |
Payments on debt obligations | (857,552) | (149,429) | |
Payments for the early extinguishment of debt | (317,905) | 0 | |
Payments on finance lease obligations | (397) | (25,020) | |
Reimbursement for assets under construction for others | 959 | 2,322 | |
Repurchase of common stock | (1,324) | (1,554) | |
Long-term debt and equity issuance costs | (2,746) | (21,411) | |
Net cash provided (used) by financing activities | (240,307) | 682,816 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 64,786 | 178,503 | |
Cash, cash equivalents, and restricted cash at beginning of period | [1] | 1,861,124 | 978,957 |
Cash, cash equivalents, and restricted cash at end of period | [1] | 1,925,910 | 1,157,460 |
Cash payments for: | |||
Interest, net of capitalized interest | 79,689 | 37,636 | |
Income taxes paid (received), net | (108,648) | (19,631) | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | 132,323 | 103,127 | |
Financing cash flows for finance leases | 48 | 139 | |
Capital expenditures funded by finance lease borrowings | 538 | 565 | |
Non-cash transactions: | |||
Capital expenditures funded by operating lease borrowings | $ 268,169 | $ 120,961 | |
[1] | (1) The sum of cash and cash equivalents and restricted cash on our condensed consolidated balance sheets equals cash, cash equivalents, and restricted cash in our statement of cash flows. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - 8.00% senior secured notes due 2025 | Jun. 30, 2021 | Dec. 31, 2020 |
Stated interest rate | 8.00% | |
8.00% Senior Secured Notes Due 2025 | ||
Stated interest rate | 8.00% | 8.00% |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In-Capital | Additional Paid-In-CapitalCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2019 | $ 2,261,332 | $ (1,609) | $ 7 | $ 379,380 | $ (72,455) | $ 1,955,187 | $ (1,609) | $ (787) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation | 3,790 | 3,790 | |||||||
Repurchase of common stock | (1,536) | (1,536) | |||||||
Proceeds from options exercised | 16 | 16 | |||||||
Changes in comprehensive income | 226 | 226 | |||||||
Net loss | (27,828) | (27,828) | |||||||
Ending balance at Mar. 31, 2020 | 2,234,391 | 7 | 383,186 | (73,991) | 1,925,750 | (561) | |||
Beginning balance at Dec. 31, 2019 | 2,261,332 | (1,609) | 7 | 379,380 | (72,455) | 1,955,187 | (1,609) | (787) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (172,256) | ||||||||
Ending balance at Jun. 30, 2020 | 2,343,162 | 27 | 636,317 | (74,009) | 1,781,322 | (495) | |||
Beginning balance at Dec. 31, 2019 | 2,261,332 | (1,609) | 7 | 379,380 | (72,455) | 1,955,187 | (1,609) | (787) | |
Ending balance at Dec. 31, 2020 | $ 2,249,695 | (49,530) | 10 | 799,549 | $ (55,590) | (74,124) | 1,524,878 | 6,060 | (618) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Beginning balance at Mar. 31, 2020 | $ 2,234,391 | 7 | 383,186 | (73,991) | 1,925,750 | (561) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock and warrants, net | 194,886 | 20 | 194,866 | ||||||
Share-based compensation | 2,652 | 2,652 | |||||||
Repurchase of common stock | (18) | (18) | |||||||
Proceeds from options exercised | 23 | 23 | |||||||
Changes in comprehensive income | 66 | 66 | |||||||
Equity component value of convertible debt issuance, net | 55,590 | 55,590 | |||||||
Net loss | (144,428) | (144,428) | |||||||
Ending balance at Jun. 30, 2020 | 2,343,162 | 27 | 636,317 | (74,009) | 1,781,322 | (495) | |||
Beginning balance at Dec. 31, 2020 | 2,249,695 | (49,530) | 10 | 799,549 | (55,590) | (74,124) | 1,524,878 | 6,060 | (618) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation | 4,254 | 4,254 | |||||||
Repurchase of common stock | (1,307) | (1,307) | |||||||
Changes in comprehensive income | 52 | 52 | |||||||
Issuance of warrants | 2,146 | 2,146 | |||||||
Net loss | (112,321) | (112,321) | |||||||
Ending balance at Mar. 31, 2021 | $ 2,092,989 | 10 | 750,359 | (75,431) | 1,418,617 | (566) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible List] | |||||||||
Beginning balance at Dec. 31, 2020 | $ 2,249,695 | $ (49,530) | 10 | 799,549 | $ (55,590) | (74,124) | 1,524,878 | $ 6,060 | (618) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (400,184) | ||||||||
Ending balance at Jun. 30, 2021 | 2,180,807 | 11 | 1,126,031 | (75,448) | 1,130,754 | (541) | |||
Beginning balance at Mar. 31, 2021 | 2,092,989 | 10 | 750,359 | (75,431) | 1,418,617 | (566) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock and warrants, net | 373,187 | 1 | 373,186 | ||||||
Share-based compensation | 2,486 | 2,486 | |||||||
Repurchase of common stock | (17) | (17) | |||||||
Changes in comprehensive income | 25 | 25 | |||||||
Net loss | (287,863) | (287,863) | |||||||
Ending balance at Jun. 30, 2021 | $ 2,180,807 | $ 11 | $ 1,126,031 | $ (75,448) | $ 1,130,754 | $ (541) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Spirit Airlines, Inc. (“Spirit”) and its consolidated subsidiaries (the "Company"). In August 2020, Spirit formed several new subsidiaries; Spirit Finance Cayman 1 Ltd. (“HoldCo 1”), Spirit Finance Cayman 2 Ltd. (“HoldCo 2”), Spirit IP Cayman Ltd. (“Spirit IP”) and Spirit Loyalty Cayman Ltd. (“Spirit Loyalty”). Each are Cayman Islands exempted companies incorporated with limited liability. Spirit IP and Spirit Loyalty are wholly-owned subsidiaries of HoldCo 2 (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes (as defined herein)). HoldCo 1 and HoldCo 2 are special purpose holding companies. HoldCo 2 is a wholly-owned direct subsidiary of HoldCo 1 (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes). HoldCo 1 is a wholly-owned subsidiary of Spirit (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes). As a result, our financial statements are presented on a consolidated basis. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the audited annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 10, 2021. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect both the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year. The air transportation business is subject to significant seasonal fluctuations as demand is generally greater in the second and third quarters of each year. The air transportation business is also volatile and highly affected by economic cycles and trends. In addition, the Company experienced significant impacts from the global coronavirus ("COVID-19") pandemic during the year ended December 31, 2020 and has continued to experience an impact through the six months ended June 30, 2021. |
Impact of COVID-19
Impact of COVID-19 | 6 Months Ended |
Jun. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Impact of COVID-19 | Impact of COVID-19 Since its initial onset in early 2020, the impact of the COVID-19 pandemic has evolved and continues to be fluid. As a result, the Company's financial and operational outlook remains subject to change. The Company continues to monitor the impacts of the pandemic on its operations and financial condition, and to adjust its mitigation and operational strategies. Capacity Reductions At the onset of the COVID-19 pandemic in March 2020, in response to government restrictions on travel and drastically reduced consumer demand, the Company began to significantly reduce capacity each month with the largest capacity reduction in May 2020 at approximately 94%, year over year, and smaller capacity reductions of 20.8% and 20.1% in the holiday months of November and December, respectively. Through early 2021, the Company continued to operate at reduced capacity levels although to a lesser extent than noted at the height of the pandemic during mid 2020. Through 2021, the Company has continually added back capacity such that by the end of the second quarter of 2021, it was nearly back to the capacity levels it was operating at prior to the pandemic. The COVID-19 pandemic and its effects continue to evolve, with developments including fluctuations in the rate of infections during 2021, infections from the more recently identified Delta variant, the emergency use authorization issued by the U.S. Food and Drug Administration for COVID-19 vaccines, the requirement, effective January 26, 2021, that all U.S. inbound international travelers provide a negative COVID-19 test prior to flying and increases in the availability of COVID-19 vaccines resulting in expanded eligibility to more groups of people to receive the vaccine. While the Company currently estimates that air travel demand will continue to be volatile and will fluctuate in the upcoming months as the lingering effects of COVID-19 continue to develop, it expects that air travel demand will continue to gradually recover in 2021. However, the situation continues to be fluid and actual capacity adjustments may be different than what the Company currently expects. Refer to Note 4, Revenue, for discussion of the impact of COVID-19 on the Company's air traffic liability, credit shells and refunds. COVID-19 Legislation On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act was a relief package intended to assist many aspects of the American economy, including providing the airline industry with up to $25 billion in grants to be used for employee salaries, wages and benefits and up to $25 billion in secured loans. On April 20, 2020, the Company entered into a Payroll Support Program ("PSP") Agreement with the United States Department of the Treasury ("Treasury"), pursuant to which the Company received a total of $344.4 million, used exclusively to pay for salaries, wages and benefits for the Company’s Team Members through September 30, 2020. Of that amount, $73.3 million is in the form of a low-interest 10-year loan. In addition, in connection with its participation in the PSP, the Company issued to Treasury warrants pursuant to a warrant agreement to purchase up to 520,797 shares of the Company’s common stock at a strike price of $14.08 per share (the closing price for the shares of the Company's common stock on April 9, 2020) with a fair value of $3.9 million. The Company registered the resale of the warrants pursuant to the warrant agreement with Treasury in September and October 2020. The remaining amount of $267.2 million, net of related costs, is in the form of a grant and was recognized in special credits in the Company's condensed consolidated statement of operations in 2020. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law which extended the PSP portion of the CARES Act through March 31, 2021 ("PSP2") and provided an additional $15 billion to fund the PSP2 for employees of passenger air carriers. The Company entered into the PSP2 payroll support program agreement with the Treasury on January 15, 2021. During the six months ended June 30, 2021, the Company received a total of $212.1 million through the PSP2, used exclusively to pay for salaries, wages and benefits for the Company’s Team Members through March 31, 2021. Of that amount, $33.6 million is in the form of a low-interest 10-year loan. In addition, in connection with its participation in the PSP2, the Company issued to Treasury warrants pursuant to a warrant agreement to purchase up to 137,753 shares of the Company’s common stock at a strike price of $24.42 per share (the closing price for the shares of the Company's common stock on December 24, 2020) with a fair value of $2.8 million. The Company registered the resale of the warrants pursuant to the warrant agreement with Treasury in May 2021. The remaining amount of $175.6 million, net of related costs, is in the form of a grant and was recognized in special credits in the Company's condensed consolidated statement of operations. In connection with the Company's participation in the PSP2, the Company is subject to certain restrictions and limitations, including, but not limited to: • Restrictions on payment of dividends and stock buybacks through March 31, 2022; • Limits on executive compensation through October 1, 2022; • Restrictions from conducting involuntary furloughs or reducing pay rates and benefits until March 31, 2021; • Requirements to maintain certain levels of scheduled services through March 1, 2022; • Reporting requirements; and • A recall of all employees that were involuntarily furloughed or terminated between October 1, 2020 and the date the carrier enters into the new payroll support agreement with the Treasury. Such employees, if returning to work, must be compensated for lost pay and benefits between December 1, 2020 and the date of such new payroll support agreement. The CARES Act also provided an employee retention credit (“CARES Employee Retention credit”) which was a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages through December 31, 2020. The Company qualified for the credit beginning on April 1, 2020 and received additional credits for qualified wages through December 31, 2020. The Consolidated Appropriations Act extended and expanded the availability of the CARES Employee Retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021 ("ARP"), enacted on March 11, 2021, extended and expanded the availability of the CARES Employee Retention credit through December 31, 2021, however, certain provisions apply only after December 31, 2020. This legislation amended the employee retention credit to be equal to 70% of qualified wages paid to employees after December 31, 2020, and before January 1, 2022. During calendar year 2021, a maximum of $10,000 in qualified wages for each employee per qualifying calendar quarter may be counted in determining the 70% credit. Therefore, the maximum tax credit that can be claimed by an eligible employer is $7,000 per employee per qualifying calendar quarter of 2021. The Company expects it will qualify for the employee retention credit only for the first and second quarters of 2021. During the three and six months ended June 30, 2021 , the Company recorded $16.3 million and $37.5 million, respectively, related to the CARES Employee Retention credit within special credits on the Company’s condensed consolidated statement of operations. Refer to Note 5, Special Credits, for additional information. ARP also authorized Treasury to provide additional assistance to passenger air carriers that received financial assistance under PSP2 ("PSP3"). Under the ARP, Treasury provided up to $14 billion to fund the PSP3 for employees of passenger air carriers. The Company entered into the PSP3 payroll support program agreement with the Treasury on April 29, 2021. During the three months ended June 30, 2021 , the Company received a total of $197.9 million through the PSP3, to be used exclusively to pay for salaries, wages and benefits for the Company’s Team Members through September 30, 2021. Of that amount, $29.4 million is in the form of a low-interest 10-year loan. In addition, in connection with its participation in the PSP3, the Company issued to Treasury warrants pursuant to a warrant agreement to purchase up to 80,539 shares of the Company’s common stock at a strike price of $36.45 (the closing price for the shares of the Company's common stock on March 10, 2021) per share with a fair value of $1.5 million. The Company registered the resale of the warrants pursuant to the warrant agreement with Treasury in June 2021. The remaining amount of $167.0 million, net of related costs, is in the form of a grant of which $80.6 million was recognized in special credits in the Company's condensed consolidated statement of operations and $86.4 million remains within deferred salaries, wages and benefits in the Company's consolidated condensed balance sheet as of June 30, 2021. Total warrants issued in connection with the PSP, PSP2 and PSP3 represent less than 1% of the outstanding shares of the Company's common stock as of June 30, 2021 . In connection with the Company's participation in the PSP3, the Company is subject to certain restrictions and limitations, including, but not limited to: • Restrictions on payment of dividends and stock buybacks through September 30, 2022; • Limits on executive compensation through April 1, 2023; • Restrictions from conducting involuntary furloughs or reducing pay rates and benefits until September 30, 2021, or the date on which all PSP funding has been expended; and • Reporting requirements. Finally, the CARES Act also provided for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. As of June 30, 2021 , the Company had deferred $23.2 million in social security tax payments. The deferred amounts are recorded within other current liabilities and within deferred gains and other long-term liabilities on the Company’s condensed consolidated balance sheet. Income Taxes The Company's effective tax rate for the six months ended June 30, 2021 was 2.7% compared to 40.0% for the six months ended June 30, 2020. The decrease in tax rate, as compared to the prior year period, is primarily due to a $54.9 million discrete federal tax benefit recorded during the six months ended June 30, 2020 related to the passage of the CARES Act. The 2020 discrete federal tax benefit reflects the impact of the CARES Act which allowed for carryback of net operating losses generated at a 21% tax rate to recover taxes paid at a 35% tax rate. In addition, the Company had an unfavorable permanent tax adjustment recorded during the six months ended June 30, 2021, related to the repurchase of a portion of the Company's 4.75% convertible notes due 2025. Excluding the impact from the unfavorable permanent tax adjustment, the Company's effective tax rate for the six months ended June 30, 2021 would have been 20.9%. While the Company expects its tax rate to be fairly consistent in the near term, it will tend to vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items particular to a given year may also affect our effective tax rates. Balance Sheet, Cash Flow and Liquidity Since the onset of the COVID-19 pandemic in the U.S. in the first quarter of 2020, the Company has taken several actions to increase liquidity and strengthen its financial position. During the twelve months ended December 31, 2020, these actions included the private offering of $850 million of the 8.00% senior secured notes, the public offering of $175.0 million in the Company's 4.75% convertible notes due 2025, the public offering of 20,125,000 shares of the Company's voting common stock for which it received net proceeds of $192.4 million , the issuance and sale of 9,000,000 shares of the Company's voting common stock through its ATM Program for which it received net proceeds of $156.7 million and the execution of a revolving credit facility with a total commitment of $180.0 million as of December 31, 2020. During the first quarter of 2021, the Company entered into an amendment to this revolving credit facility which extended the maturity to March 30, 2024 and increased the commitment amount to $240.0 million. During the second quarter of 2021, the revolving credit facility was paid down in full and $240.0 million remained undrawn and available as of June 30, 2021 . During the six months ended June 30, 2021 , the Company further improved its liquidity and financial position through the public offering of $500.0 million in 1.00% convertible notes due 2026, the issuance of 10,594,073 shares of the Company's voting common stock for which it received net proceeds of $370.8 million, the extinguishment of $146.8 million in principal amount of the Company's 4.75% convertible notes due 2025 and the extinguishment of $340.0 million in principal amount of the Company's 8.00% senior secured notes. Refer to Note 12, Debt and Other Obligations and Note 13, Equity for additional information. As a result of these actions, as of June 30, 2021 , the Company had $2,210.1 million of liquidity comprised of unrestricted cash and cash equivalents, short-term investment securities and funds available under its revolving credit facility due in 2024. For purposes of assessing its liquidity needs, the Company estimates that demand will continue to recover in 2021. The Company believes the actions taken since the onset of the COVID-19 pandemic address its future liquidity needs, but it may implement further discretionary changes and other cost reduction and liquidity preservation and/or enhancement measures, as needed, to address the volatility and quickly changing dynamics of passenger demand and the impact of revenue changes, regulatory and public health directives and prevailing government policy and financial market conditions. Workforce Actions In 2020, in response to the COVID-19 pandemic, the Company worked with unionized employees and the related unions to create voluntary leave programs for pilots, flight attendants and other unionized employee groups. The Company also created voluntary leave programs for certain non-unionized employee groups. Due to the high level of support and acceptance of the voluntary programs offered, the total number of Team Members involuntarily terminated in 2020 was reduced by more than 95%. As required by the PSP 2, during the first quarter of 2021, the Company offered to rehire all eligible Team Members who were involuntarily terminated during 2020. For the three and six months ended June 30, 2021, t he Company recorded $0.6 million and $1.4 million in special charges within special credits on the Company’s condensed consolidated statement of operations related to the rehiring of Team Members under its involuntary employee separation program. In addition, in response to increased air travel demand, during the first quarter of 2021, the Company requested the voluntary return to work of certain Team Members on leave under the Company's voluntary leave programs. As of June 30, 2021 , substantially all Team Members previously on voluntary leave had returned to work. Expenses related to voluntary leave programs were recorded within salaries, wages and benefits on the Company’s condensed consolidated statement of operations. As the Company continues to monitor the impacts of the pandemic on its operations and financial condition, it will consider and evaluate the need for any additional workforce actions in future periods. |
Recent Accounting Developments
Recent Accounting Developments | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Developments | Recent Accounting Developments Recently Adopted Accounting Pronouncements Convertible Instruments and Contracts In August 2020, the FASB issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." This new standard simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments. It eliminates the treasury stock method for convertible instruments and requires application of the “if-converted” method for certain agreements. In addition, the standard eliminates the beneficial conversion and cash conversion accounting models that require separate accounting for embedded conversion features and the recognition of a debt discount and related amortization to interest expense of those embedded features. The Company elected to early adopt this standard effective January 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2021 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company's historical accounting policy. In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment, net of tax, of $6.1 million to retained earnings on the Company's condensed consolidated balance sheet as of January 1, 2021. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $75.6 million, less related tax of $17.1 million and issuance costs of $2.9 million, from additional paid-in-capital ("APIC") to long-term debt and finance leases on the Company's condensed consolidated balance sheet as of January 1, 2021. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since bifurcation of the instrument into two units of account is no longer required under the new standard. Under this new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), "Simplifying the Accounting for Income Taxes." This new standard simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. The Company adopted this standard effective January 1, 2021 with no material impact to its condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Operating revenues is comprised of passenger revenues, which includes fare and non-fare revenues, and other revenues. The following table shows disaggregated operating revenues for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Operating revenues: Fare $ 369,691 $ 63,769 $ 543,978 $ 385,216 Non-fare 476,816 67,048 752,864 499,151 Total passenger revenues 846,507 130,817 1,296,842 884,367 Other 12,802 7,712 23,746 25,243 Total operating revenues $ 859,309 $ 138,529 $ 1,320,588 $ 909,610 The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the Department of Transportation ("DOT") are summarized below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) DOT—Domestic $ 770,800 $ 134,373 $ 1,177,964 $ 832,293 DOT—Latin America 88,509 4,156 142,624 77,317 Total $ 859,309 $ 138,529 $ 1,320,588 $ 909,610 The Company defers the amount for award travel obligation as part of loyalty deferred revenue within air traffic liability ("ATL") on the Company's condensed consolidated balance sheets and recognizes loyalty travel awards in passenger revenues as points are used for travel or expire unused. As a result of the COVID-19 pandemic, the Company experienced significantly increased customer requests for credit shells, or customer travel funds held by the Company that can be redeemed for future travel, and refunds beginning in the second half of March 2020 and continuing to varying degrees through the first and second quarters of 2021 primarily due to flight cancellations and a change in the Company's flight cancellation and refund policy. The total value of refunds issued during the three and six months ended June 30, 2021 was $43.5 million and $75.3 million, respectively. The total value of refunds issued during the three and six months ended June 30, 2020 was $77.4 million and $121.0 million, respectively. The Company expects that the level of requests for credit shells and refunds in the upcoming months will continue to decrease with some fluctuation as the effects of COVID-19 continue to evolve. In addition, in response to COVID-19, during 2020 and early 2021, the Company increased the expiration period on some of its credit shells from 60 days to up to 12 months or longer and waived change and cancellation fees for Guests who booked travel through the first quarter of 2021. As of June 30, 2021 and December 31, 2020, the Company had ATL balances of $608.1 million and $402.0 million, respectively. Substantially all of the Company's ATL, including the balance of credit shells, is expected to be recognized within 12 months of the respective balance sheet date. For credit shells that the Company estimates are not likely to be used prior to expiration (“breakage”), the Company recognizes the associated value proportionally during the period over which the remaining credit shells may be used. Breakage estimates are based on the Company's historical information about customer behavior as well as assumptions about customers' future travel behavior. Assumptions used to generate breakage estimates can be impacted by several factors including, but not limited to, changes to the Company's ticketing policies, changes to the Company’s refund, exchange, and credit shell policies, and economic or governmental regulation factors. Given the unprecedented amount of cancellations in the past year and the related increase in credit shells provided, the Company expects additional variability in the amount of breakage revenue recorded in future periods, as the estimates of the portion of those funds that will expire unused may differ from historical experience. Loyalty Programs The Company operates the Free Spirit loyalty program, which attracts members and partners and builds customer loyalty for the Company by offering a variety of awards, benefits and services. Free Spirit loyalty program members earn and accrue points for dollars spent on Spirit for flights and other non-fare services as well as services from non-air partners such as retail merchants, hotels or car rental companies or by making purchases with credit cards issued by partner banks and financial services providers. Points earned and accrued by Free Spirit loyalty program members can be redeemed for travel awards such as free (other than taxes and government-imposed fees), discounted or upgraded travel. In January 2021, the Company launched a new, more expansive frequent flyer program, “Free Spirit Program”, with extended point expiration, additional benefits based on status tiers, and other changes. The Company operates the Spirit Saver$ Club TM (the "Spirit Saver$ Club TM " formerly known as the $9 Fare Club TM ), which is a subscription-based loyalty program that allows members access to unpublished, extra-low fares as well as discounted prices on bags, exclusive offers on hotels, rental cars and other travel necessities. Also in January 2021, the benefits of the Spirit Saver$ Club TM were expanded to include discounts on seats, shortcut boarding and security, and "Flight Flex" flight modification product. The Company's frequent flyer program generates customer loyalty by rewarding customers with points to travel on Spirit. Customers earn redeemable points for every dollar spent on Spirit. Customers can also earn points through participating companies such as the co-branded Spirit credit card. Points are redeemable by customers in future periods for air travel on Spirit. To reflect the points earned, the program includes two types of transactions that are considered revenue arrangements with multiple performance obligations: (1) points earned with travel and (2) points sold to co-branded credit card partner. Passenger ticket sales earning points provide customers with points earned and air transportation. The Company values each performance obligation on a standalone basis. The Company defers revenue for the points when earned and recognizes loyalty travel awards in passenger revenue as the points are redeemed and services are provided. The Company records the air transportation portion of the passenger ticket sales in air traffic liability and recognizes passenger revenue when transportation is provided or if the ticket goes unused, at the date of scheduled travel. Customers may earn points based on their spending with the Company's co-branded credit card company with which the Company has an agreement to sell points. The contract to sell points under this agreement has multiple performance obligations, as discussed below. The Company's co-branded credit card agreement provides for joint marketing where cardholders earn points for making purchases using co-branded cards. During 2020, the Company extended its agreement with the administrator of the FREE SPIRIT affinity credit card program to extend through March 31, 2024. The Company accounts for this agreement consistently with the accounting method that allocates the consideration received to the individual products and services delivered. The value is allocated based on the relative selling prices of those products and services, which generally consists |
Special Credits
Special Credits | 6 Months Ended |
Jun. 30, 2021 | |
Special Credits [Abstract] | |
Special Credits | Special Credits During the three and six months ended June 30, 2021, the Company recorded $99.3 million and $255.8 million, respectively, net of related costs, within special credits on the Company’s condensed consolidated statements of operations related to the grant component of the PSP2 and PSP3 agreements with the Treasury. In addition, during the three and six months ended June 30, 2021, the Company recorded $16.3 million and $37.5 million, respectively, related to the CARES Act Employee Retention credit within special credits on the Company’s condensed consolidated statements of operation. These special credits were partially offset by $0.6 million and $1.4 million in special charges recorded during the three and six months ended June 30, 2021, respectively. The $0.6 million and $1.4 million were related to salaries, wages and benefits paid to rehired employees, previously terminated with the Company's involuntary employee separation program, in compliance with the restrictions of PSP2. During the three and six months ended June 30, 2020 , the Company recorded $123.9 million within special credits on the Company’s condensed consolidated statements of operations related to the grant component of the PSP agreement with the Treasury. In addition, during the three and six months ended June 30, 2020 |
Loss per Share
Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per Share The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except per-share amounts) Numerator Net loss $ (287,863) $ (144,428) $ (400,184) $ (172,256) Denominator Weighted-average shares outstanding, basic 105,258 79,601 101,537 74,061 Effect of dilutive stock awards — — — — Adjusted weighted-average shares outstanding, diluted 105,258 79,601 101,537 74,061 Loss per share Basic loss per common share $ (2.73) $ (1.81) $ (3.94) $ (2.33) Diluted loss per common share $ (2.73) $ (1.81) $ (3.94) $ (2.33) |
Short-term Investment Securitie
Short-term Investment Securities | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investment Securities | Short-term Investment SecuritiesThe Company's short-term investment securities are classified as available-for-sale and generally consist of U.S. Treasury and U.S. government agency securities with contractual maturities of 12 months or less. These securities are stated at fair value within current assets on the Company's condensed consolidated balance sheets. Realized gains and losses on sales of investments, if any, are reflected in non-operating income (expense) in the condensed consolidated statements of operations. As of June 30, 2021 and December 31, 2020, the Company had $106.4 million and $106.3 million in short-term available-for-sale investment securities, respectively. During the six months ended June 30, 2021, these investments earned interest income at a weighted-average fixed rate of approximately 0.1%. For the three and six months ended June 30, 2021 , an unrealized loss of $13 thousand and $6 thousand, respectively, net of deferred taxes of $4 thousand and $2 thousand, r espectively, was recorded within accumulated other comprehensive income ("AOCI") related to these investment securities. For the three and six months ended June 30, 2020, an unrealized loss and an unrealized gain of $199 thousand and $123 thousand, respectively, net of deferred taxes of $59 thousand and $36 thousand, respectively, was recorded within AOCI related to these investment securities. For the three and six months ended June 30, 2021, the Company had no realized gains or losses as the Company did not sell any of these securities during these periods. For the three and six months ended June 30, 2020, the Company had substantially no realized gains or losses related to these securities. A |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Other current liabilities as of June 30, 2021 and December 31, 2020 consist of the following: June 30, 2021 December 31, 2020 (in thousands) Salaries, wages and benefits $ 118,439 $ 112,838 Federal excise and other passenger taxes and fees payable 107,144 36,884 Airport obligations 83,928 68,677 Aircraft maintenance 55,016 27,466 Aircraft and facility lease obligations 41,216 67,374 Fuel 25,985 11,704 Interest payable 24,899 37,202 Other 39,468 31,469 Other current liabilities $ 496,095 $ 393,614 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases aircraft, engines, airport terminals, maintenance and training facilities, aircraft hangars, commercial real estate, and office and computer equipment, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, enplaned passengers, and airports’ annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on the Company's condensed consolidated balance sheets as a right-of-use asset and lease liability. Lease terms are generally 8 years to 18 years for aircraft and up to 99 years for other leased equipment and property. As of June 30, 2021, the Company had a fleet consisting of 164 A320 family aircraft. As of June 30, 2021, the Company had 59 aircraft financed under operating leases with lease term expirations between 2023 and 2039. In addition, the Company owned 105 aircraft of which 33 were purchased off lease and were unencumbered as of June 30, 2021. As of June 30, 2021, the Company also had 8 spare engines financed under operating leases with lease term expiration dates ranging from 2023 to 2033 and owned 16 spare engines, all of which, as of June 30, 2021, were pledged as collateral under the Company's revolving credit facility maturing in 2024. Some of the Company’s aircraft and engine master lease agreements provide that the Company pays maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. A majority of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, while some maintenance reserve payments are fixed, time-based contractual amounts. Maintenance reserve payments that are probable of being recovered when the Company performs qualifying maintenance are recorded in aircraft maintenance deposits on the Company's condensed consolidated balance sheets. Fixed maintenance reserve payments that are not probable of being recovered are considered lease payments and are included in the right-of-use asset and lease liability. Maintenance reserve payments that are based on a utilization measure and are not probable of being recovered are considered variable lease payments that are recognized when they are probable of being incurred and are not included in the right-of-use asset and lease liability. Some of the master lease agreements do not require that the Company pay maintenance reserves so long as the Company's cash balance does not fall below a certain level. As of June 30, 2021, the Company was in full compliance with those requirements and does not anticipate having to pay reserves related to these master leases in the future. Aircraft rent expense consists of monthly lease rents for aircraft and spare engines under the terms of the Company's aircraft and spare engine lease agreements recognized on a straight-line basis. Aircraft rent expense also includes maintenance reserves paid to aircraft lessors in advance of the performance of major maintenance activities that are not probable of being reimbursed and probable lease return condition obligations. Under the terms of the lease agreements, the Company will continue to operate and maintain the aircraft. Payments under the majority of the lease agreements are fixed for the term of the lease. The lease agreements contain standard termination events, including termination upon a breach of the Company's obligations to make rental payments and upon any other material breach of the Company's obligations under the leases, and standard maintenance and return condition provisions. These return provisions are evaluated at inception of the lease and throughout the lease terms and are accounted for as either fixed or variable lease payments (depending on the nature of the lease return condition) when it is probable that such amounts will be incurred. When determining probability and estimated cost of lease return obligations, there are various other factors that need to be considered such as the contractual terms of the lease, the ability to swap engines or other aircraft components, current condition of the aircraft, the age of the aircraft at lease expiration, utilization of engines and other components, the extent of repairs needed at return, return locations, current configuration of the aircraft and cost of repairs and materials at the time of return. Management assesses the factors listed above and the need to accrue lease return costs throughout the lease as facts and circumstances warrant an assessment. As a result of COVID-19, the Company is currently operating its aircraft at lower utilization levels. If the Company continues flying its aircraft at lower utilization levels beyond its current projections, the timing of future maintenance events may change such that the Company will be required to accrue lease return costs and/or record reserves against its maintenance deposits earlier than it would have expected and such amounts could be significant. The Company expects lease return costs and unrecoverable maintenance deposits will increase as individual aircraft lease agreements approach their respective termination dates and the Company begins to accrue the estimated cost of return conditions for the corresponding aircraft. Upon a termination of the lease due to a breach by the Company, the Company would be liable for standard contractual damages, possibly including damages suffered by the lessor in connection with remarketing the aircraft or while the aircraft is not leased to another party. During the six months ended June 30, 2021, the Company took delivery of five aircraft under direct operating leases and two aircraft under sale-leaseback transactions. In addition, the Company purchased four previously leased aircraft. As of June 30, 2021, the Company's finance lease obligations primarily relate to the lease of computer equipment used by the Company's flight crew and office equipment. Payments under these finance lease agreements are fixed for terms ranging from 4 to 5 years. Finance lease assets are recorded within property and equipment and the related liabilities are recorded within long-term debt and finance leases in the Company's condensed consolidated balance sheets. The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2021. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. Finance Leases Operating Leases Aircraft and Spare Engine Leases Property Facility Leases Total (in thousands) remainder of 2021 (1) $ 433 $ 118,970 $ 2,479 $ 121,882 2022 842 227,481 4,711 233,034 2023 465 219,274 4,008 223,747 2024 214 197,212 2,819 200,245 2025 117 175,588 1,060 176,765 2026 and thereafter 39 1,248,820 143,093 1,391,952 Total minimum lease payments $ 2,110 $ 2,187,345 $ 158,170 $ 2,347,625 Less amount representing interest 134 639,640 133,937 773,711 Present value of minimum lease payments $ 1,976 $ 1,547,705 $ 24,233 $ 1,573,914 Less current portion 776 141,057 3,514 145,347 Long-term portion $ 1,200 $ 1,406,648 $ 20,719 $ 1,428,567 (1) Includes $5.2 million of aircraft and spare engine rent payment deferrals due to COVID-19 which are recorded in other current liabilities within the Company's condensed consolidated balance sheets. Commitments related to the Company's noncancellable short-term operating leases not recorded on the Company's condensed consolidated balance sheets are expected to be $2.2 million for the remainder of 2021 and none for 2022 and beyond. During 2020, the Company e ntered into agreements to defer payments in 2020 and early 2021 related to facility rents and other airport service contracts at certain locations. Also during 2020, the Company entered into agreements to defer payments in 2020 and early 2021 related to certain aircraft and engine leases. The Company elected to apply the practical expedient issued by the Financial Accounting Standards Board in April 2020 which allows companies to treat a lease concession related to COVID-19 as though enforceable rights and obligations for the concessions existed regardless of whether those enforceable rights and obligations explicitly exist in the lease agreement. Amounts deferred as of June 30, 2021 are recorded in accrued rent within other current liabilities on the Company's condensed consolidated balance sheet. The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Finance lease cost Amortization of leased assets $ 176 $ 135 $ 345 $ 270 Interest of lease liabilities 24 26 48 139 Operating lease cost Operating lease cost (1) 52,632 51,006 104,774 98,223 Short-term lease cost (1) 7,076 6,884 14,091 13,598 Variable lease cost (1) 50,511 25,568 88,661 55,383 Total lease cost $ 110,419 $ 83,619 $ 207,919 $ 167,613 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's condensed consolidated statements of operations. The table below presents lease terms and discount rates related to the Company's finance and operating leases: June 30, 2021 June 30, 2020 Weighted-average remaining lease term Operating leases 13.7 years 13.1 years Finance leases 2.9 years 3.1 years Weighted-average discount rate Operating leases 5.92 % 6.07 % Finance leases 4.91 % 5.56 % |
Leases | Leases The Company leases aircraft, engines, airport terminals, maintenance and training facilities, aircraft hangars, commercial real estate, and office and computer equipment, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, enplaned passengers, and airports’ annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on the Company's condensed consolidated balance sheets as a right-of-use asset and lease liability. Lease terms are generally 8 years to 18 years for aircraft and up to 99 years for other leased equipment and property. As of June 30, 2021, the Company had a fleet consisting of 164 A320 family aircraft. As of June 30, 2021, the Company had 59 aircraft financed under operating leases with lease term expirations between 2023 and 2039. In addition, the Company owned 105 aircraft of which 33 were purchased off lease and were unencumbered as of June 30, 2021. As of June 30, 2021, the Company also had 8 spare engines financed under operating leases with lease term expiration dates ranging from 2023 to 2033 and owned 16 spare engines, all of which, as of June 30, 2021, were pledged as collateral under the Company's revolving credit facility maturing in 2024. Some of the Company’s aircraft and engine master lease agreements provide that the Company pays maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. A majority of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, while some maintenance reserve payments are fixed, time-based contractual amounts. Maintenance reserve payments that are probable of being recovered when the Company performs qualifying maintenance are recorded in aircraft maintenance deposits on the Company's condensed consolidated balance sheets. Fixed maintenance reserve payments that are not probable of being recovered are considered lease payments and are included in the right-of-use asset and lease liability. Maintenance reserve payments that are based on a utilization measure and are not probable of being recovered are considered variable lease payments that are recognized when they are probable of being incurred and are not included in the right-of-use asset and lease liability. Some of the master lease agreements do not require that the Company pay maintenance reserves so long as the Company's cash balance does not fall below a certain level. As of June 30, 2021, the Company was in full compliance with those requirements and does not anticipate having to pay reserves related to these master leases in the future. Aircraft rent expense consists of monthly lease rents for aircraft and spare engines under the terms of the Company's aircraft and spare engine lease agreements recognized on a straight-line basis. Aircraft rent expense also includes maintenance reserves paid to aircraft lessors in advance of the performance of major maintenance activities that are not probable of being reimbursed and probable lease return condition obligations. Under the terms of the lease agreements, the Company will continue to operate and maintain the aircraft. Payments under the majority of the lease agreements are fixed for the term of the lease. The lease agreements contain standard termination events, including termination upon a breach of the Company's obligations to make rental payments and upon any other material breach of the Company's obligations under the leases, and standard maintenance and return condition provisions. These return provisions are evaluated at inception of the lease and throughout the lease terms and are accounted for as either fixed or variable lease payments (depending on the nature of the lease return condition) when it is probable that such amounts will be incurred. When determining probability and estimated cost of lease return obligations, there are various other factors that need to be considered such as the contractual terms of the lease, the ability to swap engines or other aircraft components, current condition of the aircraft, the age of the aircraft at lease expiration, utilization of engines and other components, the extent of repairs needed at return, return locations, current configuration of the aircraft and cost of repairs and materials at the time of return. Management assesses the factors listed above and the need to accrue lease return costs throughout the lease as facts and circumstances warrant an assessment. As a result of COVID-19, the Company is currently operating its aircraft at lower utilization levels. If the Company continues flying its aircraft at lower utilization levels beyond its current projections, the timing of future maintenance events may change such that the Company will be required to accrue lease return costs and/or record reserves against its maintenance deposits earlier than it would have expected and such amounts could be significant. The Company expects lease return costs and unrecoverable maintenance deposits will increase as individual aircraft lease agreements approach their respective termination dates and the Company begins to accrue the estimated cost of return conditions for the corresponding aircraft. Upon a termination of the lease due to a breach by the Company, the Company would be liable for standard contractual damages, possibly including damages suffered by the lessor in connection with remarketing the aircraft or while the aircraft is not leased to another party. During the six months ended June 30, 2021, the Company took delivery of five aircraft under direct operating leases and two aircraft under sale-leaseback transactions. In addition, the Company purchased four previously leased aircraft. As of June 30, 2021, the Company's finance lease obligations primarily relate to the lease of computer equipment used by the Company's flight crew and office equipment. Payments under these finance lease agreements are fixed for terms ranging from 4 to 5 years. Finance lease assets are recorded within property and equipment and the related liabilities are recorded within long-term debt and finance leases in the Company's condensed consolidated balance sheets. The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2021. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. Finance Leases Operating Leases Aircraft and Spare Engine Leases Property Facility Leases Total (in thousands) remainder of 2021 (1) $ 433 $ 118,970 $ 2,479 $ 121,882 2022 842 227,481 4,711 233,034 2023 465 219,274 4,008 223,747 2024 214 197,212 2,819 200,245 2025 117 175,588 1,060 176,765 2026 and thereafter 39 1,248,820 143,093 1,391,952 Total minimum lease payments $ 2,110 $ 2,187,345 $ 158,170 $ 2,347,625 Less amount representing interest 134 639,640 133,937 773,711 Present value of minimum lease payments $ 1,976 $ 1,547,705 $ 24,233 $ 1,573,914 Less current portion 776 141,057 3,514 145,347 Long-term portion $ 1,200 $ 1,406,648 $ 20,719 $ 1,428,567 (1) Includes $5.2 million of aircraft and spare engine rent payment deferrals due to COVID-19 which are recorded in other current liabilities within the Company's condensed consolidated balance sheets. Commitments related to the Company's noncancellable short-term operating leases not recorded on the Company's condensed consolidated balance sheets are expected to be $2.2 million for the remainder of 2021 and none for 2022 and beyond. During 2020, the Company e ntered into agreements to defer payments in 2020 and early 2021 related to facility rents and other airport service contracts at certain locations. Also during 2020, the Company entered into agreements to defer payments in 2020 and early 2021 related to certain aircraft and engine leases. The Company elected to apply the practical expedient issued by the Financial Accounting Standards Board in April 2020 which allows companies to treat a lease concession related to COVID-19 as though enforceable rights and obligations for the concessions existed regardless of whether those enforceable rights and obligations explicitly exist in the lease agreement. Amounts deferred as of June 30, 2021 are recorded in accrued rent within other current liabilities on the Company's condensed consolidated balance sheet. The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Finance lease cost Amortization of leased assets $ 176 $ 135 $ 345 $ 270 Interest of lease liabilities 24 26 48 139 Operating lease cost Operating lease cost (1) 52,632 51,006 104,774 98,223 Short-term lease cost (1) 7,076 6,884 14,091 13,598 Variable lease cost (1) 50,511 25,568 88,661 55,383 Total lease cost $ 110,419 $ 83,619 $ 207,919 $ 167,613 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's condensed consolidated statements of operations. The table below presents lease terms and discount rates related to the Company's finance and operating leases: June 30, 2021 June 30, 2020 Weighted-average remaining lease term Operating leases 13.7 years 13.1 years Finance leases 2.9 years 3.1 years Weighted-average discount rate Operating leases 5.92 % 6.07 % Finance leases 4.91 % 5.56 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Aircraft-Related Commitments and Financing Arrangements The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. As of June 30, 2021, the Company's total firm aircraft orders consisted of 124 A320 family aircraft with Airbus, including A319neos, A320neos and A321neos, with deliveries expected through 2027. Out of these 124 aircraft, the Company has 4 aircraft scheduled for delivery in the remainder of 2021 and 17 aircraft scheduled for delivery in 2022. In addition, as of June 30, 2021, the Company has financing agreements in place for 5 direct leases for A320neos with third-party lessors with deliveries scheduled in the remainder of 2021. The Company also has one spare engine order for a V2500 SelectTwo engine with International Aero Engines ("IAE") and two spare engine orders for PurePower PW1100G-JM engines with Pratt & Whitney. Spare engines are scheduled for delivery from 2021 through 2023. As of June 30, 2021, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and pre-delivery payments, are expected to be $249.2 million for the remainder of 2021, $884.7 million in 2022, $908.7 million in 2023, $980.0 million in 2024, $1,066.6 million in 2025, and $2,248.4 million in 2026 and beyond. During the third quarter of 2019, the United States announced its decision to levy tariffs on certain imports from the European Union, including commercial aircraft and related parts. These tariffs include aircraft and other parts that the Company is already contractually obligated to purchase including those reflected above. In June 2021, the United States Trade Representative announced that the United States and European Union had agreed to suspend reciprocal tariffs on large civilian aircraft for five years, pending discussions to resolve their trade dispute. As of June 30, 2021, the Company had secured financing for two aircraft, scheduled for delivery from Airbus in 2021, which will be financed through sale leaseback transactions. As of June 30, 2021, the Company did not have financing commitments in place for the remaining 122 Airbus aircraft on firm order through 2027. However, the Company has a financing letter of agreement with Airbus which provides backstop financing for a majority of the aircraft included in the A320 NEO Family Purchase Agreement signed in the fourth quarter of 2019. The agreement provides a standby credit facility in the form of senior secured mortgage debt financing. As of June 30, 2021, aircraft rent commitments for future aircraft deliveries to be financed under direct leases from third-party lessors and sale leaseback transactions are expected to be approximately $8.7 million for the remainder of 2021, $25.8 million in 2022, $25.8 million in 2023, $25.8 million in 2024, $25.8 million in 2025, and $198.0 million in 2026 and beyond. Interest commitments related to the secured debt financing of 72 delivered aircraft as of June 30, 2021 are $49.2 million for the remainder of 2021, $71.7 million in 2022, $61.0 million in 2023, $49.8 million in 2024, $42.4 million in 2025, and $96.1 million in 2026 and beyond. As of June 30, 2021, interest commitments related to the Company's 8.00% senior secured notes, convertible debt financing, unsecured term loans and revolving credit facilities are $24.6 million for the remainder of 2021 , $48.5 million in 2022, $48.5 million in 2023, $48.5 million in 2024, $45.5 million in 2025, and $19.9 million in 2026 and beyond. For principal commitments related to the Company's debt financing, refer to Note 12, Debt and Other Obligations. The Company is contractually obligated to pay the following minimum guaranteed payments for its reservation system and other miscellaneous subscriptions and services as of June 30, 2021: $19.0 million for the remainder of 2021, $22.8 million in 2022, $19.5 million in 2023, $16.4 million in 2024, $17.0 million in 2025, and $35.6 million in 2026 and thereafter. During the first quarter of 2018, the Company entered into a contract renewal with its reservation system provider which expires in 2028. Litigation The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations. Credit Card Processing Arrangements The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges, and other ancillary services by customers. As is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, which the Company records as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. The Company's credit card processors do not require the Company to maintain cash collateral provided that the Company satisfies certain liquidity and other financial covenants. Failure to meet these covenants would provide the processors the right to place a holdback resulting in a commensurate reduction of unrestricted cash. As of June 30, 2021 and December 31, 2020, the Company's credit card processors were holding back no remittances. The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and Spirit Saver$ Club TM memberships as of June 30, 2021 and December 31, 2020, was $728.7 million and $423.7 million, respectively. Employees The Company has 5 union-represented employee groups that together represented approximately 81% of all employees as of June 30, 2021. The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of June 30, 2021. Employee Groups Representative Amendable Date Percentage of Workforce Pilots Air Line Pilots Association, International ("ALPA") February 2023 28% Flight Attendants Association of Flight Attendants ("AFA-CWA") September 2021 46% Dispatchers Professional Airline Flight Control Association ("PAFCA") October 2023 1% Ramp Service Agents International Association of Machinists and Aerospace Workers ("IAMAW") June 2020 3% Passenger Service Agents Transport Workers Union of America ("TWU") NA 3% In February 2020, the IAMAW notified the Company, as required by the Railway Labor Act, that it intended to submit proposed changes to the collective bargaining agreement covering the Company's ramp service agents which became amendable in June 2020. The parties have been actively engaged in negotiations for an amended agreement since April 2021. The Company's passenger service agents are represented by the TWU, but the representation applies only to the Company's Fort Lauderdale station where the Company has direct employees in the passenger service classification. The Company and the TWU began meeting in late October 2018 to negotiate an initial collective bargaining agreement. As of June 30, 2021, the Company continued to negotiate with the TWU. In February 2021, the Company entered into a Letter of Agreement with the AFA-CWA to change the amendable date of the collective bargaining agreement from May 4, 2021 to September 1, 2021. All other terms of the collective bargaining agreement remained the same. In June 2021, the AFA-CWA notified the Company, as required by the Railway Labor Act, that it intends to submit proposed changes to the collective bargaining agreement covering the Company’s flight attendants. No dates for negotiations have been set as of yet. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Under ASC 820, "Fair Value Measurements and Disclosures," disclosures relating to how fair value is determined for assets and liabilities are required, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of the Company’s financial assets and liabilities. Long-Term Debt The estimated fair value of the Company's secured notes, term loan debt agreements and revolving credit facilities have been determined to be Level 3 as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 long-term debt. The estimated fair value of the Company's publicly and non-publicly held EETC debt agreements and the Company's convertible notes has been determined to be Level 2 as the Company utilizes quoted market prices in markets with low trading volumes to estimate the fair value of its Level 2 long-term debt. The carrying amounts and estimated fair values of the Company's long-term debt at June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 December 31, 2020 Fair Value Level Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (in millions) 8.00% senior secured notes $ 510.0 $ 533.7 $ 850.0 $ 886.0 Level 3 Fixed-rate term loans 1,238.8 1,279.6 1,301.9 1,362.9 Level 3 Unsecured term loans 136.3 145.9 73.3 83.1 Level 3 2015-1 EETC Class A 311.6 325.6 322.6 323.4 Level 2 2015-1 EETC Class B 60.0 61.1 64.0 62.5 Level 2 2015-1 EETC Class C 80.9 80.5 86.6 77.8 Level 2 2017-1 EETC Class AA 207.3 211.7 214.4 207.4 Level 2 2017-1 EETC Class A 69.1 69.4 71.5 68.8 Level 2 2017-1 EETC Class B 58.2 58.2 60.6 56.2 Level 2 2017-1 EETC Class C 85.5 84.8 85.5 76.3 Level 2 4.75% convertible notes due 2025 28.2 73.4 175.0 380.3 Level 2 1.00% convertible notes due 2026 500.0 483.1 — — Level 2 Revolving credit facilities — — 275.1 275.1 Level 3 Total long-term debt $ 3,285.9 $ 3,407.0 $ 3,580.5 $ 3,859.9 Cash and Cash Equivalents Cash and cash equivalents at June 30, 2021 and December 31, 2020 are comprised of liquid money market funds and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted Cash Restricted cash is comprised of cash held in account subject to account control agreements or otherwise pledged as collateral against the Company's letters of credit and is categorized as a Level 1 instrument. As of June 30, 2021, the Company had a $35.0 million standby letter of credit secured by restricted cash, of which $26.5 million had been drawn upon for issued letters of credit. In addition, the Company had $27.2 million of restricted cash held in accounts subject to control agreements to be used for the payment of interest and fees on the 8.00% senior secured notes. Short-term Investment Securities Short-term investment securities at June 30, 2021 and December 31, 2020 are classified as available-for-sale and generally consist of U.S. Treasury and U.S. government agency securities with contractual maturities of 12 months or less. The Company's short-term investment securities are categorized as Level 1 instruments, as the Company uses quoted market prices in active markets when determining the fair value of these securities. For additional information, refer to Note 7, Short-term Investment Securities. Assets Held for Sale The Company's assets held for sale consist of rotable aircraft parts. When long-lived assets are identified as held for sale and the required criteria are met, the Company reclassifies the assets from property and equipment to prepaid expenses and other current assets on the Company's condensed consolidated balance sheets and discontinues depreciation. The assets are measured at the lower of the carrying amount or fair value less cost to sell and a loss is recognized for any initial adjustment of the asset’s carrying amount to fair value less cost to sell. Such valuations include estimations of fair values and incremental direct costs to transact a sale. The fair value measurements for the Company's held-for-sale assets were based on Level 3 inputs, which include information obtained from third-party valuation sources. As of June 30, 2021 and December 31, 2020, the Company had $2.3 million in assets held for sale recorded within prepaid expenses and other current assets in the Company's condensed consolidated balance sheets. The balance of the Company's held-for-sale assets remained the same during the six months ended June 30, 2021, as the Company had no purchases, sales nor realized and unrealized losses or gains related to these assets during this period. Assets and liabilities measured at gross fair value on a recurring basis are summarized below: Fair Value Measurements as of June 30, 2021 Total Level Level Level (in millions) Cash and cash equivalents $ 1,863.7 $ 1,863.7 $ — $ — Restricted cash 62.2 62.2 — — Short-term investment securities 106.4 106.4 — — Assets held for sale 2.3 — — 2.3 Total assets $ 2,034.6 $ 2,032.3 $ — $ 2.3 Total liabilities $ — $ — $ — $ — Fair Value Measurements as of December 31, 2020 Total Level Level Level (in millions) Cash and cash equivalents $ 1,789.7 $ 1,789.7 $ — $ — Restricted cash 71.4 71.4 — — Short-term investment securities 106.3 106.3 — — Assets held for sale 2.3 — — 2.3 Total assets $ 1,969.7 $ 1,967.4 $ — $ 2.3 Total liabilities $ — $ — $ — $ — The Company had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2021 and the year ended December 31, 2020. |
Debt and Other Obligations
Debt and Other Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Other Obligations | Debt and Other Obligations As of June 30, 2021, the Company had outstanding public and non-public debt instruments. During the six months ended June 30, 2021, the Company incurred debt through unsecured term loans and the 1.00% convertible senior notes due 2026 described below. Unsecured term loans In connection with the Company's participation in the PSP2, the Company received a total of $212.1 million during the six months ended June 30, 2021, used exclusively to pay for salaries, wages and benefits for the Company's Team Members through March 31, 2021. Of that amount, $33.6 million is in the form of a low-interest 10-year unsecured term loan. Interest on this loan is payable semi-annually at a rate of 1.0% in years 1 through 5 and a rate of the Secured Overnight Financing Rate plus 2.0% in years 6 through 10. The note is prepayable at any time, without penalty, at the Company’s option and has principal due at maturity in 2031. In connection with the Company's participation in the PSP3, the Company received a total of $197.9 million during the six months ended June 30, 2021, to be used exclusively to pay for salaries, wages and benefits for the Company's Team Members through September 30, 2021. Of that amount, $29.4 million is in the form of a low-interest 10-year unsecured term loan. Interest on this loan is payable semi-annually at a rate of 1.0% in years 1 through 5 and a rate of the Secured Overnight Financing Rate plus 2.0% in years 6 through 10. The note is prepayable at any time, without penalty, at the Company’s option and has principal due at maturity in 2031. The Company has concluded that no terms exist within the contract that would require a short-term classification of the debt instrument within the Company’s condensed consolidated balance sheet at the inception of the loan. Therefore, the debt has been recorded at face value and classified within long-term debt and finance leases in the Company’s condensed consolidated balance sheets. Revolving credit facility due in 2024 On March 30, 2020, the Company entered into a revolving credit facility for $110.0 million, with an option to increase the overall commitment amount up to $350 million with the consent of any participating lenders and subject to borrowing base availability. In the second quarter of 2020, the commitment was increased to $180.0 million and during the first quarter of 2021, the commitment was further increased to $240.0 million. As of December 31, 2020, the Company had drawn $180.0 million on the revolving credit facility. During the second quarter of 2021, the Company paid down the revolving credit facility in full leaving $240.0 million undrawn and available as of June 30, 2021 . Any amounts drawn on this facility are included in long-term debt and finance leases, less current maturities on the Company's condensed consolidated balance sheets. During the first quarter of 2021, the maturity date of the facility was extended for two Revolving credit facility due in 2021 During the fourth quarter of 2018, the Company entered into a revolving credit facility for up to $160.0 million secured by the collateral assignment of certain of the Company's rights under the purchase agreement with Airbus, related to Airbus A320neo aircraft scheduled to be delivered at the time. The maximum borrowing capacity of the facility decreased with the deliveries of the related aircraft. As of December 31, 2020, the Company had drawn the then maximum borrowing capacity of $95.1 million , included in current maturities of long-term debt and finance leases on the Company's condensed consolidated balance sheets. The revolving credit facility matured on March 30, 2021 and as such, there is no outstanding amount as of June 30, 2021. Convertible senior notes due 2025 On May 12, 2020, the Company completed the public offering of $175.0 million aggregate principal amount of 4.75% convertible senior notes due 2025 ("convertible notes due 2025"). After taking into account the extinguishment of debt discussed below, as of June 30, 2021, the if-converted value exceeds the principal amount of the convertible notes by $49.4 million and $46.1 million, using the average stock price for the three and six ended June 30, 2021, respectively. Since the notes are currently convertible in accordance with the terms of the indenture governing such notes, the Company had $28.2 million recorded within c urrent maturities of long-term debt and finance leases on its condensed consolidated balance sheets as of June 30, 2021 related to its convertible senior notes due 2025. Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; and (4) at any time from, and including, February 18, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. As of June 30, 2021, the notes may be converted by noteholders through September 30, 2021. No notes were converted during the six months ended June 30, 2021, with the exception of the loss on extinguishment of debt discussed below. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The initial conversion rate is 78.4314 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $12.75 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Convertible senior notes due 2026 On April 30, 2021, the Company completed the public offering of $500.0 million aggregate principal amount of 1.00% convertible senior notes due 2026 ("convertible notes due 2026"). The convertible notes due 2026 will bear interest at the rate of 1.00% per year and will mature on May 15, 2026. Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Company recorded $487.2 million in long-term debt, net of debt issuance costs of $12.8 million, on its condensed consolidated balance sheets as of June 30, 2021 related to its 1.00% convertible notes due 2026. Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, February 17, 2026 until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. However, upon conversion of any notes, the conversion value, which will be determined over an observation period consisting of 40 trading days, will be paid in cash up to at least the principal amount of the notes being converted. The initial conversion rate is 20.3791 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $49.07 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after May 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for a specified period of time. However, the Company may not redeem less than all of the outstanding notes unless at least $150.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice . Extinguishment of Debt During the second quarter of 2021, the Company used a portion of the net proceeds generated from the issuance of its 1.00% convertible notes due 2026 to repurchase $146.8 million aggregate principal amount of its 4.75% convertible notes due 2025 for $440.7 million, which included a premium of $290.7 million and accrued and unpaid interest of $3.2 million. In connection with this debt extinguishment, the Company recorded $295.2 million within loss on extinguishment of debt on its condensed consolidated statement of operations for the three and six months ended June 30, 2021. This amount includes the $290.7 million in premiums paid to early extinguish the debt and $4.5 million for the write off of related deferred financing costs. In addition, during the second quarter of 2021, the Company used net proceeds from a registered direct placement of its common stock to holders of its 4.75% convertible notes due 2025 to redeem $340.0 million principal amount of its 8.00% senior secured notes for $368.7 million, which included a premium of $27.2 million and accrued and unpaid interest of $1.5 million. In connection with this debt extinguishment, the Company recorded $36.4 million within loss on extinguishment of debt on its condensed consolidated statement of operation for the three and six months ended June 30, 2021. This amount includes the $27.2 million in premiums paid to early extinguish the debt, $6.1 million for the write-off of related deferred financing costs and $3.1 million for the write-off of the related original issuance discount. Refer to Note 13, Equity for additional information on the common stock offering completed in the second quarter of 2021. Long-term debt is comprised of the following: As of As of June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 (in millions) (weighted-average interest rates) 8.00% senior secured notes due 2025 $ 510.0 $ 850.0 8.00 % 8.00 % Fixed-rate loans due through 2032 1,238.8 1,301.9 3.36 % 3.36 % Unsecured term loans due in 2031 136.3 73.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 311.6 322.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 60.0 64.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 80.9 86.6 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 207.3 214.4 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 69.1 71.5 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 58.2 60.6 3.80 % 3.80 % Fixed-rate class C 2017-1 EETC due through 2023 85.5 85.5 5.11 % 5.11 % Convertible notes due 2025 28.2 175.0 4.75 % 4.75 % Convertible notes due 2026 500.0 — 1.00 % N/A Revolving credit facility due in 2021 — 95.1 N/A 1.55 % Revolving credit facility due in 2024 — 180.0 N/A 2.15 % Long-term debt $ 3,285.9 $ 3,580.5 Less current maturities 210.2 383.5 Less unamortized discounts, net 61.9 131.4 Total $ 3,013.8 $ 3,065.6 During the three and six months ended June 30, 2021, the Company made scheduled principal payments of $234.8 million and $370.7 million on its outstanding debt obligations, respectively. During the three and six months ended June 30, 2020, the Company made scheduled principal payments of $106.9 million and $149.4 million on its outstanding debt obligations, respectively. At June 30, 2021, long-term debt principal payments for the next five years and thereafter are as follows: June 30, 2021 (in millions) remainder of 2021 $ 99.2 2022 192.0 2023 335.5 2024 221.0 2025 725.3 2026 and beyond 1,712.9 Total debt principal payments $ 3,285.9 Interest Expense Interest expense related to long-term debt and finance leases consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) 8.00% senior secured notes (1) 13,541 $ — 30,975 $ — Fixed-rate term loans 10,746 10,811 21,649 21,237 Unsecured term loans 282 57 481 57 Class A 2015-1 EETC 3,178 3,403 6,453 6,952 Class B 2015-1 EETC 664 752 1,369 1,548 Class C 2015-1 EETC 997 1,138 2,053 2,347 Class AA 2017-1 EETC 1,759 1,868 3,514 3,755 Class A 2017-1 EETC 634 673 1,267 1,354 Class B 2017-1 EETC 556 623 1,113 1,267 Class C 2017-1 EETC 1,092 1,092 2,171 2,184 Convertible notes (2) 1,749 3,138 3,827 3,138 Revolving credit facilities 562 1,456 1,733 2,614 Finance leases 24 27 48 140 Commitment and other fees 604 228 1,032 445 Amortization of deferred financing costs 3,274 2,526 6,783 4,632 Total $ 39,662 $ 27,792 $ 84,468 $ 51,670 (1) Includes $0.3 million and $0.8 million of accretion and $13.2 million and $30.2 million of interest expense for the three and six months ended June 30, 2021, respectively. (2) Includes $2.0 million of accretion and $1.1 million of interest expense for the three and six months ended June 30, 2020, respectively. In connection with the adoption of ASU 2020-06, effective January 1, 2021, the Company derecognized the interest expense related to the accretion of the debt discount recorded in prior periods. Refer to Note 3, Recent Accounting Developments, for further information on the adoption of ASU No. 2020-06. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Warrants In connection with the Company's participation in the PSP2 agreement with the Treasury, during the six months ended June 30, 2021, the Company issued to the Treasury warrants pursuant to a warrant agreement to purchase up to 137,753 shares of the Company's common stock at a strike price of $24.42 per share (the closing price for the shares of the Company's common stock on December 24, 2020). Additionally, in connection with the Company's participation in the PSP3 agreement with the Treasury, during the six months ended June 30, 2021, the Company issued to the Treasury warrants pursuant to a warrant agreement to purchase up to 80,539 shares of the Company's common stock at a strike price of $36.45 (the closing price for the shares of the Company's common stock on March 10, 2021) per share. The warrant agreements set out the Company’s obligations to issue warrants in connection with disbursements under the PSP2 and PSP3 and to file a resale shelf registration statement for the warrants and the underlying shares of common stock; prospectus supplements for which were filed in May 2021 and June 2021, respectively. The Company has also granted the Treasury certain demand and piggyback registration rights with respect to the warrants and the underlying common stock. The warrants include adjustments for below market issuances, payment of dividends and other customary anti-dilution provisions. The warrants are transferable and have no voting rights. The warrants expire in five years from the date of issuance and at the Company's option, may be settled on a "net cash" or "net shares" basis. Refer to Note 2, Impact of COVID-19, for further information on the PSP2 and PSP3 agreements with Treasury. The 137,753 warrants issued in connection with the PSP2 agreement and the 80,539 warrants issued in connection with the PSP3 agreement, together with the 520,797 warrants issued in connection with the PSP agreement, represent less than 1% of the outstanding shares of the Company's common stock as of June 30, 2021 . The Company concluded that the PSP, PSP2, and PSP3 warrant agreements are derivative contracts classified within equity, at fair value upon issuance, within the Company’s condensed consolidated balance sheet. Equity-classified contracts are initially measured at fair value and subsequent changes in fair value are not recognized as long as the contract continues to be classified in equity. As of June 30, 2021 , the Company had recorded $4.3 million, net of issuance cost, in APIC related to the fair value of warrants issued in connection with the Company's participation in the PSP2 and PSP3 programs. Common Stock Offering On April 30, 2021, the Company completed the registered direct placement of 10,594,073 shares of the Company's voting common stock at an offering price of $35.05 per share for which it received net proceeds of $370.8 million. The Company used substantially all of the net proceeds to redeem $340.0 million aggregate principal amount of its 8.00% senior secured notes at a redemption price equal to 108.0%, plus accrued and unpaid interest on the principal amount being redeemed. For additional information on this extinguishment of debt, refer to Note 12, Debt and Other Obligations. Series A Preferred Stock Purchase Rights On March 29, 2020, the Board of Directors of the Company declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of common stock of the Company. The dividend was paid on April 9, 2020 to holders of record as of the close of business on that date. The Board of Directors adopted the Rights Agreement to reduce the likelihood that a potential acquirer would gain (or seek to influence or change) control of the Company by open market accumulation or other tactics without paying an appropriate premium for the Company’s shares. In general terms and subject to certain exceptions, it works by imposing a significant penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires 10% or more of the outstanding common stock of the Company without the approval of the Board of Directors. These Rights expired on March 29, 2021. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | These unaudited condensed consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the audited annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 10, 2021. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect both the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Convertible Instruments and Contracts In August 2020, the FASB issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." This new standard simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments. It eliminates the treasury stock method for convertible instruments and requires application of the “if-converted” method for certain agreements. In addition, the standard eliminates the beneficial conversion and cash conversion accounting models that require separate accounting for embedded conversion features and the recognition of a debt discount and related amortization to interest expense of those embedded features. The Company elected to early adopt this standard effective January 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2021 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company's historical accounting policy. In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment, net of tax, of $6.1 million to retained earnings on the Company's condensed consolidated balance sheet as of January 1, 2021. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $75.6 million, less related tax of $17.1 million and issuance costs of $2.9 million, from additional paid-in-capital ("APIC") to long-term debt and finance leases on the Company's condensed consolidated balance sheet as of January 1, 2021. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since bifurcation of the instrument into two units of account is no longer required under the new standard. Under this new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), "Simplifying the Accounting for Income Taxes." This new standard simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. The Company adopted this standard effective January 1, 2021 with no material impact to its condensed consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregation | The following table shows disaggregated operating revenues for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Operating revenues: Fare $ 369,691 $ 63,769 $ 543,978 $ 385,216 Non-fare 476,816 67,048 752,864 499,151 Total passenger revenues 846,507 130,817 1,296,842 884,367 Other 12,802 7,712 23,746 25,243 Total operating revenues $ 859,309 $ 138,529 $ 1,320,588 $ 909,610 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) DOT—Domestic $ 770,800 $ 134,373 $ 1,177,964 $ 832,293 DOT—Latin America 88,509 4,156 142,624 77,317 Total $ 859,309 $ 138,529 $ 1,320,588 $ 909,610 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Common Share | The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except per-share amounts) Numerator Net loss $ (287,863) $ (144,428) $ (400,184) $ (172,256) Denominator Weighted-average shares outstanding, basic 105,258 79,601 101,537 74,061 Effect of dilutive stock awards — — — — Adjusted weighted-average shares outstanding, diluted 105,258 79,601 101,537 74,061 Loss per share Basic loss per common share $ (2.73) $ (1.81) $ (3.94) $ (2.33) Diluted loss per common share $ (2.73) $ (1.81) $ (3.94) $ (2.33) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Included in Other Current Liabilities | Other current liabilities as of June 30, 2021 and December 31, 2020 consist of the following: June 30, 2021 December 31, 2020 (in thousands) Salaries, wages and benefits $ 118,439 $ 112,838 Federal excise and other passenger taxes and fees payable 107,144 36,884 Airport obligations 83,928 68,677 Aircraft maintenance 55,016 27,466 Aircraft and facility lease obligations 41,216 67,374 Fuel 25,985 11,704 Interest payable 24,899 37,202 Other 39,468 31,469 Other current liabilities $ 496,095 $ 393,614 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2021. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. Finance Leases Operating Leases Aircraft and Spare Engine Leases Property Facility Leases Total (in thousands) remainder of 2021 (1) $ 433 $ 118,970 $ 2,479 $ 121,882 2022 842 227,481 4,711 233,034 2023 465 219,274 4,008 223,747 2024 214 197,212 2,819 200,245 2025 117 175,588 1,060 176,765 2026 and thereafter 39 1,248,820 143,093 1,391,952 Total minimum lease payments $ 2,110 $ 2,187,345 $ 158,170 $ 2,347,625 Less amount representing interest 134 639,640 133,937 773,711 Present value of minimum lease payments $ 1,976 $ 1,547,705 $ 24,233 $ 1,573,914 Less current portion 776 141,057 3,514 145,347 Long-term portion $ 1,200 $ 1,406,648 $ 20,719 $ 1,428,567 (1) Includes $5.2 million of aircraft and spare engine rent payment deferrals due to COVID-19 which are recorded in other current liabilities within the Company's condensed consolidated balance sheets. |
Schedule of Finance Lease Maturities | The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2021. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. Finance Leases Operating Leases Aircraft and Spare Engine Leases Property Facility Leases Total (in thousands) remainder of 2021 (1) $ 433 $ 118,970 $ 2,479 $ 121,882 2022 842 227,481 4,711 233,034 2023 465 219,274 4,008 223,747 2024 214 197,212 2,819 200,245 2025 117 175,588 1,060 176,765 2026 and thereafter 39 1,248,820 143,093 1,391,952 Total minimum lease payments $ 2,110 $ 2,187,345 $ 158,170 $ 2,347,625 Less amount representing interest 134 639,640 133,937 773,711 Present value of minimum lease payments $ 1,976 $ 1,547,705 $ 24,233 $ 1,573,914 Less current portion 776 141,057 3,514 145,347 Long-term portion $ 1,200 $ 1,406,648 $ 20,719 $ 1,428,567 (1) Includes $5.2 million of aircraft and spare engine rent payment deferrals due to COVID-19 which are recorded in other current liabilities within the Company's condensed consolidated balance sheets. |
Schedule of Lease Cost | The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Finance lease cost Amortization of leased assets $ 176 $ 135 $ 345 $ 270 Interest of lease liabilities 24 26 48 139 Operating lease cost Operating lease cost (1) 52,632 51,006 104,774 98,223 Short-term lease cost (1) 7,076 6,884 14,091 13,598 Variable lease cost (1) 50,511 25,568 88,661 55,383 Total lease cost $ 110,419 $ 83,619 $ 207,919 $ 167,613 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's condensed consolidated statements of operations. The table below presents lease terms and discount rates related to the Company's finance and operating leases: June 30, 2021 June 30, 2020 Weighted-average remaining lease term Operating leases 13.7 years 13.1 years Finance leases 2.9 years 3.1 years Weighted-average discount rate Operating leases 5.92 % 6.07 % Finance leases 4.91 % 5.56 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Employee Groups and Status of the Collective Bargaining Agreements | The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of June 30, 2021. Employee Groups Representative Amendable Date Percentage of Workforce Pilots Air Line Pilots Association, International ("ALPA") February 2023 28% Flight Attendants Association of Flight Attendants ("AFA-CWA") September 2021 46% Dispatchers Professional Airline Flight Control Association ("PAFCA") October 2023 1% Ramp Service Agents International Association of Machinists and Aerospace Workers ("IAMAW") June 2020 3% Passenger Service Agents Transport Workers Union of America ("TWU") NA 3% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying Amount and Estimated Fair Value, Long-term Debt | The carrying amounts and estimated fair values of the Company's long-term debt at June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 December 31, 2020 Fair Value Level Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (in millions) 8.00% senior secured notes $ 510.0 $ 533.7 $ 850.0 $ 886.0 Level 3 Fixed-rate term loans 1,238.8 1,279.6 1,301.9 1,362.9 Level 3 Unsecured term loans 136.3 145.9 73.3 83.1 Level 3 2015-1 EETC Class A 311.6 325.6 322.6 323.4 Level 2 2015-1 EETC Class B 60.0 61.1 64.0 62.5 Level 2 2015-1 EETC Class C 80.9 80.5 86.6 77.8 Level 2 2017-1 EETC Class AA 207.3 211.7 214.4 207.4 Level 2 2017-1 EETC Class A 69.1 69.4 71.5 68.8 Level 2 2017-1 EETC Class B 58.2 58.2 60.6 56.2 Level 2 2017-1 EETC Class C 85.5 84.8 85.5 76.3 Level 2 4.75% convertible notes due 2025 28.2 73.4 175.0 380.3 Level 2 1.00% convertible notes due 2026 500.0 483.1 — — Level 2 Revolving credit facilities — — 275.1 275.1 Level 3 Total long-term debt $ 3,285.9 $ 3,407.0 $ 3,580.5 $ 3,859.9 |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at gross fair value on a recurring basis are summarized below: Fair Value Measurements as of June 30, 2021 Total Level Level Level (in millions) Cash and cash equivalents $ 1,863.7 $ 1,863.7 $ — $ — Restricted cash 62.2 62.2 — — Short-term investment securities 106.4 106.4 — — Assets held for sale 2.3 — — 2.3 Total assets $ 2,034.6 $ 2,032.3 $ — $ 2.3 Total liabilities $ — $ — $ — $ — Fair Value Measurements as of December 31, 2020 Total Level Level Level (in millions) Cash and cash equivalents $ 1,789.7 $ 1,789.7 $ — $ — Restricted cash 71.4 71.4 — — Short-term investment securities 106.3 106.3 — — Assets held for sale 2.3 — — 2.3 Total assets $ 1,969.7 $ 1,967.4 $ — $ 2.3 Total liabilities $ — $ — $ — $ — |
Debt and Other Obligations (Tab
Debt and Other Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt is comprised of the following: As of As of June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 (in millions) (weighted-average interest rates) 8.00% senior secured notes due 2025 $ 510.0 $ 850.0 8.00 % 8.00 % Fixed-rate loans due through 2032 1,238.8 1,301.9 3.36 % 3.36 % Unsecured term loans due in 2031 136.3 73.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 311.6 322.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 60.0 64.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 80.9 86.6 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 207.3 214.4 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 69.1 71.5 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 58.2 60.6 3.80 % 3.80 % Fixed-rate class C 2017-1 EETC due through 2023 85.5 85.5 5.11 % 5.11 % Convertible notes due 2025 28.2 175.0 4.75 % 4.75 % Convertible notes due 2026 500.0 — 1.00 % N/A Revolving credit facility due in 2021 — 95.1 N/A 1.55 % Revolving credit facility due in 2024 — 180.0 N/A 2.15 % Long-term debt $ 3,285.9 $ 3,580.5 Less current maturities 210.2 383.5 Less unamortized discounts, net 61.9 131.4 Total $ 3,013.8 $ 3,065.6 |
Schedule of Maturities of Long-term Debt | At June 30, 2021, long-term debt principal payments for the next five years and thereafter are as follows: June 30, 2021 (in millions) remainder of 2021 $ 99.2 2022 192.0 2023 335.5 2024 221.0 2025 725.3 2026 and beyond 1,712.9 Total debt principal payments $ 3,285.9 |
Schedule of Interest Expense, Long-term Debt | Interest expense related to long-term debt and finance leases consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) 8.00% senior secured notes (1) 13,541 $ — 30,975 $ — Fixed-rate term loans 10,746 10,811 21,649 21,237 Unsecured term loans 282 57 481 57 Class A 2015-1 EETC 3,178 3,403 6,453 6,952 Class B 2015-1 EETC 664 752 1,369 1,548 Class C 2015-1 EETC 997 1,138 2,053 2,347 Class AA 2017-1 EETC 1,759 1,868 3,514 3,755 Class A 2017-1 EETC 634 673 1,267 1,354 Class B 2017-1 EETC 556 623 1,113 1,267 Class C 2017-1 EETC 1,092 1,092 2,171 2,184 Convertible notes (2) 1,749 3,138 3,827 3,138 Revolving credit facilities 562 1,456 1,733 2,614 Finance leases 24 27 48 140 Commitment and other fees 604 228 1,032 445 Amortization of deferred financing costs 3,274 2,526 6,783 4,632 Total $ 39,662 $ 27,792 $ 84,468 $ 51,670 (1) Includes $0.3 million and $0.8 million of accretion and $13.2 million and $30.2 million of interest expense for the three and six months ended June 30, 2021, respectively. (2) Includes $2.0 million of accretion and $1.1 million of interest expense for the three and six months ended June 30, 2020, respectively. In connection with the adoption of ASU 2020-06, effective January 1, 2021, the Company derecognized the interest expense related to the accretion of the debt discount recorded in prior periods. Refer to Note 3, Recent Accounting Developments, for further information on the adoption of ASU No. 2020-06. |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - 8.00% senior secured notes due 2025 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Stated interest rate | 8.00% | |
8.00% Senior Secured Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 8.00% | 8.00% |
Impact of COVID-19 - Capacity R
Impact of COVID-19 - Capacity Reductions Narrative (Details) | 1 Months Ended | ||
Dec. 31, 2020 | Nov. 30, 2020 | May 31, 2020 | |
COVID-19 Pandemic | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Capacity reduction in current year compared to prior year | 20.10% | 20.80% | 94.00% |
Impact of COVID-19 - COVID-19 L
Impact of COVID-19 - COVID-19 Legislation Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Issuance of warrants | $ 2,146,000 | |||
Payroll Support Program, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds received from Payroll Support Program | $ 344,400,000 | |||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 520,797 | |||
Strike price (USD per share) | $ 14.08 | |||
Issuance of warrants | $ 3,900,000 | |||
Payroll Support Program, Grant | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Amount recorded as special credits for unused PSP proceeds due to COVID-19 | $ 267,200,000 | |||
Payroll Support Program 2 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds received from Payroll Support Program | $ 212,100,000 | |||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 137,753 | 137,753 | ||
Strike price (USD per share) | $ 24.42 | $ 24.42 | ||
Issuance of warrants | $ 2,800,000 | |||
Payroll Support Program 2, Grant | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Amount recorded as special credits for unused PSP proceeds due to COVID-19 | $ 175,600,000 | |||
CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Number of warrants issued as a percent of outstanding common stock | 100.00% | 100.00% | ||
Social security tax, employer, deferral, CARES Act | $ 23,200,000 | $ 23,200,000 | ||
Payroll Support Program 3 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds received from Payroll Support Program | $ 197,900,000 | |||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 80,539 | 80,539 | 80,539 | |
Strike price (USD per share) | $ 36.45 | $ 36.45 | ||
Issuance of warrants | $ 1,500,000 | |||
Amount recorded as deferred salaries, wages and benefits for unused PSP proceeds due to COVID-19 | $ 86,400,000 | $ 86,400,000 | ||
Payroll Support Program 3, grant, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds received from Payroll Support Program | 167,000,000 | |||
Amount recorded as special credits for unused PSP proceeds due to COVID-19 | $ 80,600,000 | |||
CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Number of warrants issued as a percent of outstanding common stock | 1.00% | 1.00% | ||
Notes payable To United States Treasury | Payroll Support Program, Low-Interest Loan, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Principal amount | $ 73,300,000 | |||
Term | 10 years | |||
Notes payable To United States Treasury | Payroll Support Program, Low-Interest Loan, CARES Act | Payroll Support Program 3 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Term | 10 years | |||
Notes payable To United States Treasury | Payroll Support Program 2, Low-Interest Loan, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Term | 10 years | |||
Notes payable To United States Treasury | Payroll Support Program 2, Low-Interest Loan, CARES Act | Payroll Support Program 2 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Principal amount | $ 33,600,000 | $ 33,600,000 | ||
Term | 10 years | |||
Notes payable To United States Treasury | Payroll Support Program 3, Low-Interest Loan, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Term | 10 years | |||
Notes payable To United States Treasury | Payroll Support Program 3, Low-Interest Loan, CARES Act | Payroll Support Program 3 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Principal amount | $ 29,400,000 | $ 29,400,000 |
Impact of COVID-19 - Income Tax
Impact of COVID-19 - Income Taxes Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Effective income tax rate | 2.70% | 40.00% |
Effective income tax rate with unfavorable permanent tax adjustment excluded | 20.90% | |
CARES Act | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Discrete income tax benefit due to CARES Act | $ 54,900 |
Impact of COVID-19 - Balance Sh
Impact of COVID-19 - Balance Sheet, Cash Flow and Liquidity Narrative (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | May 12, 2020 | Mar. 30, 2020 |
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Liquidity | $ 2,210,100,000 | ||||||
ATM Program | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of shares sold (in shares) | 9,000,000 | ||||||
Consideration received on sale of shares | $ 156,700,000 | ||||||
Direct Placement | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Consideration received on sale of shares | $ 370,800,000 | ||||||
Common Stock | Public Offering | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of shares sold (in shares) | 20,125,000 | ||||||
Consideration received on sale of shares | $ 192,400,000 | ||||||
Common Stock | Direct Placement | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of shares sold (in shares) | 10,594,073 | ||||||
8.00% senior secured notes due 2025 | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Stated interest rate | 8.00% | ||||||
8.00% Senior Secured Notes Due 2025 | 8.00% senior secured notes due 2025 | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Principal amount | $ 850,000,000 | ||||||
Stated interest rate | 8.00% | 8.00% | |||||
Extinguishment of debt | $ 340,000,000 | ||||||
Convertible notes due 2025 | Convertible notes | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Principal amount | $ 175,000,000 | $ 175,000,000 | |||||
Stated interest rate | 4.75% | 4.75% | |||||
Extinguishment of debt | $ 146,800,000 | ||||||
2022 Revolving Credit Facility | Line of Credit | Revolving credit facilities | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 180,000,000 | ||||||
Revolving credit facility due in 2024 | Line of Credit | Revolving credit facilities | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 240,000,000 | $ 180,000,000 | $ 110,000,000 | ||||
Line of credit facility, remaining borrowing capacity | $ 240,000,000 |
Impact of COVID-19 - Workforce
Impact of COVID-19 - Workforce Reduction Narrative (Details) | 12 Months Ended |
Dec. 31, 2020 | |
COVID-19 Pandemic | |
Unusual or Infrequent Item, or Both [Line Items] | |
Involuntary terminated employees reduction due to voluntary leave program, percent (more than) | 95.00% |
Recent Accounting Developments
Recent Accounting Developments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings | $ 1,130,754 | $ 1,130,754 | $ 1,524,878 | ||
Long-term debt and finance leases, less current maturities | 3,014,958 | 3,014,958 | 3,066,635 | ||
Provision (benefit) for income taxes | $ 14,553 | $ (68,108) | $ (11,307) | $ (114,874) | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings | 6,100 | ||||
Long-term debt and finance leases, less current maturities | 75,600 | ||||
Provision (benefit) for income taxes | 17,100 | ||||
Issuance costs | $ 2,900 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | $ 859,309 | $ 138,529 | $ 1,320,588 | $ 909,610 | |
Refunds issued | 43,500 | 77,400 | 75,300 | 121,000 | |
Air traffic liability | 608,136 | $ 608,136 | $ 401,966 | ||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Credit shell term expiration | 60 days | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Credit shell term expiration | 12 months | ||||
DOT—Domestic | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 770,800 | 134,373 | $ 1,177,964 | 832,293 | |
DOT—Latin America | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 88,509 | 4,156 | 142,624 | 77,317 | |
Total passenger revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 846,507 | 130,817 | 1,296,842 | 884,367 | |
Fare | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 369,691 | 63,769 | 543,978 | 385,216 | |
Non-fare | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 476,816 | 67,048 | 752,864 | 499,151 | |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | $ 12,802 | $ 7,712 | $ 23,746 | $ 25,243 |
Special Credits - Narrative (De
Special Credits - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Special credits | $ (115,002) | $ (151,911) | $ (291,940) | $ (151,911) |
Payroll Support Program 2 and 3, Grant, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Special credits | 99,300 | 255,800 | ||
CARES Act Employee Retention Credit | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Special credits | 16,300 | 28,000 | 37,500 | 28,000 |
Payroll Support Program 2 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Severance costs and costs for voluntary separations | $ 600 | $ 1,400 | ||
Payroll Support Program, CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Special credits | $ 123,900 | $ 123,900 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||||
Net loss | $ (287,863) | $ (112,321) | $ (144,428) | $ (27,828) | $ (400,184) | $ (172,256) |
Denominator | ||||||
Weighted-average shares outstanding, basic (in shares) | 105,258 | 79,601 | 101,537 | 74,061 | ||
Effect of dilutive stock awards (in shares) | 0 | 0 | 0 | 0 | ||
Adjusted weighted-average shares outstanding, diluted (in shares) | 105,258 | 79,601 | 101,537 | 74,061 | ||
Loss per share | ||||||
Basic earnings (loss) per common share (in dollars per share) | $ (2.73) | $ (1.81) | $ (3.94) | $ (2.33) | ||
Diluted earnings (loss) per common share (in dollars per share) | $ (2.73) | $ (1.81) | $ (3.94) | $ (2.33) |
Short-term Investment Securit_2
Short-term Investment Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Short-term investment securities | $ 106,375,000 | $ 106,375,000 | $ 106,339,000 | ||
Unrealized gain (loss), net of deferred taxes | (13,000) | $ (199,000) | (6,000) | $ 123,000 | |
Tax effect of the unrealized gain (loss) on short-term investment securities | (4,000) | 59,000 | (2,000) | 36,000 | |
Realized gain (loss) on available-for-sale securities | 0 | $ 0 | 0 | $ 0 | |
Accumulated other comprehensive loss | (541,000) | $ (541,000) | (618,000) | ||
Available-for-sale Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Weighted-average fixed rate | 0.10% | ||||
Accumulated other comprehensive loss | $ 25,000 | $ 25,000 | $ 31,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 118,439 | $ 112,838 |
Federal excise and other passenger taxes and fees payable | 107,144 | 36,884 |
Airport obligations | 83,928 | 68,677 |
Aircraft maintenance | 55,016 | 27,466 |
Aircraft and facility lease obligations | 41,216 | 67,374 |
Fuel | 25,985 | 11,704 |
Interest payable | 24,899 | 37,202 |
Other | 39,468 | 31,469 |
Other current liabilities | $ 496,095 | $ 393,614 |
Leases Narrative (Details)
Leases Narrative (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)aircraftaircraft_Engine | |
Lessee, Lease, Description [Line Items] | |
Number of aircraft held | 164 |
Number of spare engines capitalized | 16 |
Operating lease not yet commenced, amount | $ | $ 2,200,000 |
Operating lease not yet commenced, amount, year one | $ | $ 0 |
Aircraft | |
Lessee, Lease, Description [Line Items] | |
Number of capitalized aircraft or engine purchased off lease | 33 |
A320 Family | Aircraft | |
Lessee, Lease, Description [Line Items] | |
Number of aircraft capitalized | 105 |
Aircraft | |
Lessee, Lease, Description [Line Items] | |
Number of aircraft under sale-leaseback transactions | 2 |
Number of previously leased aircraft or engine purchased off lease | 4 |
Aircraft | A320 Family | |
Lessee, Lease, Description [Line Items] | |
Number of leased assets financed under operating leases | 59 |
Aircraft | Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term | 8 years |
Aircraft | Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term | 18 years |
Other Leased Equipment and Property | Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term | 99 years |
Spare Engines | |
Lessee, Lease, Description [Line Items] | |
Number of leased assets financed under operating leases | aircraft_Engine | 8 |
Leased Computer And Office Equipment | Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance leases, term | 4 years |
Leased Computer And Office Equipment | Maximum | |
Lessee, Lease, Description [Line Items] | |
Finance leases, term | 5 years |
Third Party Lessor | |
Lessee, Lease, Description [Line Items] | |
Number of delivered leased aircraft | 5 |
Leases Finance and Operating Le
Leases Finance and Operating Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finance Leases | ||
Remainder of 2021 | $ 433 | |
2022 | 842 | |
2023 | 465 | |
2024 | 214 | |
2025 | 117 | |
2026 and thereafter | 39 | |
Total minimum lease payments | 2,110 | |
Less amount representing interest | 134 | |
Present value of minimum lease payments | 1,976 | |
Less current portion | 776 | |
Long-term portion | 1,200 | |
Operating Leases | ||
Less current portion | 144,571 | $ 133,791 |
Long-term portion | 1,422,139 | $ 1,248,519 |
Total Operating and Finance Lease Obligations | ||
Remainder of 2021 | 121,882 | |
2022 | 233,034 | |
2023 | 223,747 | |
2024 | 200,245 | |
2025 | 176,765 | |
2026 and thereafter | 1,391,952 | |
Total minimum lease payments | 2,347,625 | |
Less amount representing interest | 773,711 | |
Present value of minimum lease payments | 1,573,914 | |
Less current portion | 145,347 | |
Long-term portion | 1,428,567 | |
Other Current Liabilities | COVID-19 Pandemic | ||
Total Operating and Finance Lease Obligations | ||
Remainder of 2021 | 5,200 | |
Aircraft and Spare Engine Leases | ||
Operating Leases | ||
Remainder of 2021 | 118,970 | |
2022 | 227,481 | |
2023 | 219,274 | |
2024 | 197,212 | |
2025 | 175,588 | |
2026 and thereafter | 1,248,820 | |
Total minimum lease payments | 2,187,345 | |
Less amount representing interest | 639,640 | |
Present value of minimum lease payments | 1,547,705 | |
Less current portion | 141,057 | |
Long-term portion | 1,406,648 | |
Property Facility Leases | ||
Operating Leases | ||
Remainder of 2021 | 2,479 | |
2022 | 4,711 | |
2023 | 4,008 | |
2024 | 2,819 | |
2025 | 1,060 | |
2026 and thereafter | 143,093 | |
Total minimum lease payments | 158,170 | |
Less amount representing interest | 133,937 | |
Present value of minimum lease payments | 24,233 | |
Less current portion | 3,514 | |
Long-term portion | $ 20,719 |
Leases Lease Costs (Details)
Leases Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finance lease cost | ||||
Amortization of leased assets | $ 176 | $ 135 | $ 345 | $ 270 |
Interest of lease liabilities | 24 | 26 | 48 | 139 |
Operating lease cost | ||||
Operating lease cost | 52,632 | 51,006 | 104,774 | 98,223 |
Short-term lease cost | 7,076 | 6,884 | 14,091 | 13,598 |
Variable lease cost | 50,511 | 25,568 | 88,661 | 55,383 |
Total lease cost | $ 110,419 | $ 83,619 | $ 207,919 | $ 167,613 |
Leases Weighted Average Lease T
Leases Weighted Average Lease Terms and Discount Rates (Details) | Jun. 30, 2021 | Jun. 30, 2020 |
Weighted-average remaining lease term | ||
Operating leases | 13 years 8 months 12 days | 13 years 1 month 6 days |
Finance leases | 2 years 10 months 24 days | 3 years 1 month 6 days |
Weighted-average discount rate | ||
Operating leases | 5.92% | 6.07% |
Finance leases | 4.91% | 5.56% |
Commitments and Contingencies -
Commitments and Contingencies - Aircraft-Related Commitments and Financing Arrangements (Details) $ in Millions | Jun. 30, 2021USD ($)aircraftaircraft_Engine | Dec. 31, 2020 |
Aircraft-Related Secured Debt | ||
Interest Commitments | ||
Interest commitments, remainder of fiscal year | $ 49.2 | |
Interest commitments, 2022 | 71.7 | |
Interest commitments, 2023 | 61 | |
Interest commitments, 2024 | 49.8 | |
Interest commitments, 2025 | 42.4 | |
Interest commitments, 2026 and thereafter | $ 96.1 | |
8.00% senior secured notes due 2025 | ||
Interest Commitments | ||
Stated interest rate | 8.00% | |
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | ||
Interest Commitments | ||
Stated interest rate | 8.00% | 8.00% |
Non-Aircraft-Related Secured Debt, Unsecured Debt And Convertible Debt | ||
Interest Commitments | ||
Interest commitments, remainder of fiscal year | $ 24.6 | |
Interest commitments, 2022 | 48.5 | |
Interest commitments, 2023 | 48.5 | |
Interest commitments, 2024 | 48.5 | |
Interest commitments, 2025 | 45.5 | |
Interest commitments, 2026 and thereafter | 19.9 | |
Aircraft and Related Flight Equipment | ||
Committed Expenditures | ||
Committed expenditures, remainder of fiscal year | 249.2 | |
Committed expenditures, 2022 | 884.7 | |
Committed expenditures, 2023 | 908.7 | |
Committed expenditures, 2024 | 980 | |
Committed expenditures, 2025 | 1,066.6 | |
Committed expenditures, 2026 and thereafter | 2,248.4 | |
Non-aircraft Related Commitments | ||
Committed Expenditures | ||
Committed expenditures, remainder of fiscal year | 19 | |
Committed expenditures, 2022 | 22.8 | |
Committed expenditures, 2023 | 19.5 | |
Committed expenditures, 2024 | 16.4 | |
Committed expenditures, 2025 | 17 | |
Committed expenditures, 2026 and thereafter | $ 35.6 | |
V2500 SelectTWO Engine | 2021-2023 | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Number of spare aircraft engines ordered | aircraft_Engine | 1 | |
PurePower PW1100G-JM Engine | 2021-2023 | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Number of spare aircraft engines ordered | aircraft_Engine | 2 | |
A320 and A321 | ||
Aircraft Rent Commitments For Future Aircraft Deliveries [Abstract] | ||
Number of delivered aircraft with secured debt financing commitments | aircraft | 72 | |
Airbus | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Future aircraft to be received | aircraft | 124 | |
Number of aircraft to be delivered, remainder of fiscal year | aircraft | 4 | |
Number of aircraft to be delivered, 2022 | aircraft | 17 | |
Airbus | 2021 | ||
Committed Expenditures | ||
Number of aircraft with secured debt financing commitments scheduled for delivery | aircraft | 2 | |
Airbus | 2021-2027 | ||
Committed Expenditures | ||
Number of aircraft without secured financing commitments scheduled for delivery | aircraft | 122 | |
Third Party Lessor | A-320-Neo | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Future aircraft to be received | aircraft | 5 | |
Third Party Lessor | A320 Family | ||
Aircraft Rent Commitments For Future Aircraft Deliveries [Abstract] | ||
Operating lease payments expected for aircraft to be delivered, remainder of fiscal year | $ 8.7 | |
Operating lease payments expected for aircraft to be delivered, 2022 | 25.8 | |
Operating lease payments expected for aircraft to be delivered, 2023 | 25.8 | |
Operating lease payments expected for aircraft to be delivered, 2024 | 25.8 | |
Operating lease payments expected for aircraft to be delivered, 2025 | 25.8 | |
Operating lease payments expected for aircraft to be delivered, 2026 and thereafter | $ 198 |
Commitments and Contingencies_2
Commitments and Contingencies - Credit Card Processing Arrangements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Maximum potential exposure to cash holdbacks from credit card processors | $ 728,700,000 | $ 423,700,000 |
Credit Card Holdbacks | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash holdbacks | $ 0 | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Employees (Details) - Unionized Employees Concentration Risk - Number of Employees, Total | 6 Months Ended |
Jun. 30, 2021employee_group | |
Concentration Risk [Line Items] | |
Number of union-represented employee groups | 5 |
Company's employees covered under collective bargaining agreements (as a percent) | 81.00% |
Air Line Pilots Association, International ("ALPA") | |
Concentration Risk [Line Items] | |
Company's employees covered under collective bargaining agreements (as a percent) | 28.00% |
Association of Flight Attendants ("AFA-CWA") | |
Concentration Risk [Line Items] | |
Company's employees covered under collective bargaining agreements (as a percent) | 46.00% |
Professional Airline Flight Control Association ("PAFCA") | |
Concentration Risk [Line Items] | |
Company's employees covered under collective bargaining agreements (as a percent) | 1.00% |
International Association of Machinists and Aerospace Workers ("IAMAW") | |
Concentration Risk [Line Items] | |
Company's employees covered under collective bargaining agreements (as a percent) | 3.00% |
Transport Workers Union of America ("TWU") | |
Concentration Risk [Line Items] | |
Company's employees covered under collective bargaining agreements (as a percent) | 3.00% |
Fair Value Measurements - Long-
Fair Value Measurements - Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 3,285.9 | $ 3,580.5 |
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 510 | 850 |
Fixed-rate term loans | ||
Debt Instrument [Line Items] | ||
Carrying Value | 1,238.8 | 1,301.9 |
Unsecured term loans | Payroll Support Program, CARES Act | ||
Debt Instrument [Line Items] | ||
Carrying Value | 136.3 | 73.3 |
2015-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Carrying Value | 311.6 | 322.6 |
2015-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Carrying Value | 60 | 64 |
2015-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Carrying Value | 80.9 | 86.6 |
2017-1 EETC Class AA | ||
Debt Instrument [Line Items] | ||
Carrying Value | 207.3 | 214.4 |
2017-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Carrying Value | 69.1 | 71.5 |
2017-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Carrying Value | 58.2 | 60.6 |
2017-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Carrying Value | 85.5 | 85.5 |
Convertible notes | Convertible notes due 2025 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 28.2 | 175 |
Convertible notes | 1.0% convertible notes due 2026 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 500 | 0 |
Revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Carrying Value | 0 | 275.1 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 3,407 | 3,859.9 |
Estimated Fair Value | Level 3 | 8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 533.7 | 886 |
Estimated Fair Value | Level 3 | Fixed-rate term loans | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 1,279.6 | 1,362.9 |
Estimated Fair Value | Level 3 | Unsecured term loans | Payroll Support Program, CARES Act | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 145.9 | 83.1 |
Estimated Fair Value | Level 3 | Revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 0 | 275.1 |
Estimated Fair Value | Level 2 | 2015-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 325.6 | 323.4 |
Estimated Fair Value | Level 2 | 2015-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 61.1 | 62.5 |
Estimated Fair Value | Level 2 | 2015-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 80.5 | 77.8 |
Estimated Fair Value | Level 2 | 2017-1 EETC Class AA | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 211.7 | 207.4 |
Estimated Fair Value | Level 2 | 2017-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 69.4 | 68.8 |
Estimated Fair Value | Level 2 | 2017-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 58.2 | 56.2 |
Estimated Fair Value | Level 2 | 2017-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 84.8 | 76.3 |
Estimated Fair Value | Level 2 | Convertible notes | Convertible notes due 2025 | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | 73.4 | 380.3 |
Estimated Fair Value | Level 2 | Convertible notes | 1.0% convertible notes due 2026 | ||
Debt Instrument [Line Items] | ||
Estimated Fair Value | $ 483.1 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Control Agreements For Interest And Fee Payments | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Restricted cash | $ 27.2 | |
Fair Value, Recurring | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 2.3 | $ 2.3 |
Standby Letters of Credit | Line of Credit | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 35 | |
Proceeds from lines of credit | $ 26.5 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 1,863.7 | $ 1,789.7 |
Restricted cash | 62.2 | 71.4 |
Short-term investment securities | 106.4 | 106.3 |
Assets held for sale | 2.3 | 2.3 |
Total assets | 2,034.6 | 1,969.7 |
Total liabilities | 0 | 0 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1,863.7 | 1,789.7 |
Restricted cash | 62.2 | 71.4 |
Short-term investment securities | 106.4 | 106.3 |
Assets held for sale | 0 | 0 |
Total assets | 2,032.3 | 1,967.4 |
Total liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Short-term investment securities | 0 | 0 |
Assets held for sale | 0 | 0 |
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Short-term investment securities | 0 | 0 |
Assets held for sale | 2.3 | 2.3 |
Total assets | 2.3 | 2.3 |
Total liabilities | $ 0 | $ 0 |
Debt and Other Obligations - Na
Debt and Other Obligations - Narrative (Details) | Apr. 30, 2021USD ($)aircraftday$ / sharesshares | May 12, 2020USD ($)day$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 30, 2020USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 3,285,900,000 | $ 3,285,900,000 | |||||||||
Long-term debt | 3,285,900,000 | 3,285,900,000 | $ 3,580,500,000 | $ 3,580,500,000 | |||||||
Payments for the early extinguishment of debt | 317,905,000 | $ 0 | |||||||||
Loss on extinguishment of debt | (331,630,000) | $ 0 | (331,630,000) | 0 | |||||||
Repayments of long-term debt | $ 234,800,000 | 106,900,000 | $ 370,700,000 | 149,400,000 | |||||||
8.00% senior secured notes due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 8.00% | 8.00% | |||||||||
Payroll Support Program 2, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term | 10 years | ||||||||||
Payroll Support Program, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 73,300,000 | 73,300,000 | |||||||||
Term | 10 years | ||||||||||
Payroll Support Program 3, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term | 10 years | ||||||||||
Revolving credit facility due in 2024 | Line of Credit | Revolving credit facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term | 2 years | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 240,000,000 | $ 180,000,000 | $ 180,000,000 | $ 110,000,000 | |||||||
Line of credit facility, optional maximum borrowing capacity subject to consent of lenders | $ 350,000,000 | ||||||||||
Proceeds from revolving credit facility | 180,000,000 | ||||||||||
Line of credit facility, remaining borrowing capacity | $ 240,000,000 | $ 240,000,000 | |||||||||
2020 Revolving Credit Facility | Line of Credit | Revolving credit facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 160,000,000 | ||||||||||
Long-term debt | $ 0 | $ 0 | |||||||||
Revolving credit facility due in 2021 | Line of Credit | Revolving credit facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from revolving credit facility | 95,100,000 | ||||||||||
Convertible notes due 2025 | Convertible notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 4.75% | 4.75% | 4.75% | ||||||||
Principal amount | $ 175,000,000 | $ 175,000,000 | 175,000,000 | ||||||||
Debt instrument, convertible, liquidation preference, during period, value | $ 49,400,000 | $ 46,100,000 | |||||||||
Long-term debt | 28,200,000 | 28,200,000 | $ 175,000,000 | $ 175,000,000 | |||||||
Convertible debt, conversion price threshold | 130.00% | ||||||||||
Number of trading days required for conversion price threshold | day | 20 | ||||||||||
Number of consecutive days required for trading days for conversion price threshold | day | 30 | ||||||||||
Number of consecutive business days for conversion price threshold | day | 5 | ||||||||||
Number of consecutive trading days measurement period | day | 5 | ||||||||||
Trading price threshold per principal amount portion | 98.00% | ||||||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 78.4314 | ||||||||||
Principal amount portion for trading price threshold | $ 1,000 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 12.75 | ||||||||||
Extinguishment of debt | 146,800,000 | ||||||||||
Payments for the early extinguishment of debt | 440,700,000 | ||||||||||
Extinguishment of debt, premium paid | 290,700,000 | 290,700,000 | |||||||||
Extinguishment of debt, accrued interest paid | 3,200,000 | ||||||||||
Loss on extinguishment of debt | (295,200,000) | (295,200,000) | |||||||||
Extinguishment of debt, write off related deferred financing costs | 4,500,000 | 4,500,000 | |||||||||
8.00% Senior Secured Notes Due 2025 | Convertible notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments for the early extinguishment of debt | 368,700,000 | ||||||||||
Extinguishment of debt, premium paid | 27,200,000 | 27,200,000 | |||||||||
Extinguishment of debt, accrued interest paid | 1,500,000 | ||||||||||
Loss on extinguishment of debt | (36,400,000) | (36,400,000) | |||||||||
Extinguishment of debt, write off related deferred financing costs | 6,100,000 | 6,100,000 | |||||||||
Extinguishment of debt, write off of the related original issuance discount | $ 3,100,000 | $ 3,100,000 | |||||||||
8.00% Senior Secured Notes Due 2025 | 8.00% senior secured notes due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||
Principal amount | $ 850,000,000 | $ 850,000,000 | |||||||||
Long-term debt | $ 510,000,000 | $ 510,000,000 | 850,000,000 | 850,000,000 | |||||||
Extinguishment of debt | 340,000,000 | ||||||||||
1.0% convertible notes due 2026 | Convertible notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 1.00% | ||||||||||
Principal amount | $ 500,000,000 | ||||||||||
Long-term debt | 487,200,000 | 487,200,000 | |||||||||
Long-term debt | 500,000,000 | 500,000,000 | $ 0 | $ 0 | |||||||
Convertible debt, conversion price threshold | 130.00% | ||||||||||
Number of trading days required for conversion price threshold | day | 20 | ||||||||||
Number of consecutive days required for trading days for conversion price threshold | day | 30 | ||||||||||
Number of consecutive business days for conversion price threshold | day | 5 | ||||||||||
Debt issuance costs | $ 12,800,000 | 12,800,000 | |||||||||
Trading price threshold per principal amount portion | 98.00% | ||||||||||
Number of trading days before maturity redemption allowed | aircraft | 40 | ||||||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 20.3791 | ||||||||||
Principal amount portion for trading price threshold | $ 1,000 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 49.07 | ||||||||||
Minimum aggregate principal amount outstanding required for redemption | $ 150,000,000 | ||||||||||
Payroll Support Program 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds received from Payroll Support Program | $ 212,100,000 | ||||||||||
Payroll Support Program 2 | Payroll Support Program 2, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 1.00% | 1.00% | |||||||||
Principal amount | $ 33,600,000 | $ 33,600,000 | |||||||||
Term | 10 years | ||||||||||
Payroll Support Program 2 | Payroll Support Program 2, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Payroll Support Program 3 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds received from Payroll Support Program | $ 197,900,000 | ||||||||||
Payroll Support Program 3 | Payroll Support Program, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term | 10 years | ||||||||||
Payroll Support Program 3 | Payroll Support Program 3, Low-Interest Loan, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 29,400,000 | $ 29,400,000 | |||||||||
Payroll Support Program 3 | Payroll Support Program, CARES Act | Notes payable To United States Treasury | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 1.00% | 1.00% | |||||||||
Payroll Support Program 3 | Payroll Support Program, CARES Act | Notes payable To United States Treasury | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% |
Debt and Other Obligations - Sc
Debt and Other Obligations - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,285,900,000 | $ 3,580,500,000 |
Current maturities of long-term debt | 210,200,000 | 383,500,000 |
Less unamortized discounts, net | 61,900,000 | 131,400,000 |
Long-term debt and capital leases, less current maturities | 3,013,800,000 | 3,065,600,000 |
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 510,000,000 | $ 850,000,000 |
Weighted-average interest rate | 8.00% | 8.00% |
Fixed-rate term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,238,800,000 | $ 1,301,900,000 |
Weighted-average interest rate | 3.36% | 3.36% |
Unsecured term loans | Payroll Support Program, CARES Act | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 136,300,000 | $ 73,300,000 |
Weighted-average interest rate | 1.00% | 1.00% |
2015-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 311,600,000 | $ 322,600,000 |
Weighted-average interest rate | 4.10% | 4.10% |
2015-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 60,000,000 | $ 64,000,000 |
Weighted-average interest rate | 4.45% | 4.45% |
2015-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 80,900,000 | $ 86,600,000 |
Weighted-average interest rate | 4.93% | 4.93% |
2017-1 EETC Class AA | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 207,300,000 | $ 214,400,000 |
Weighted-average interest rate | 3.38% | 3.38% |
2017-1 EETC Class A | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 69,100,000 | $ 71,500,000 |
Weighted-average interest rate | 3.65% | 3.65% |
2017-1 EETC Class B | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 58,200,000 | $ 60,600,000 |
Weighted-average interest rate | 3.80% | 3.80% |
2017-1 EETC Class C | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 85,500,000 | $ 85,500,000 |
Weighted-average interest rate | 5.11% | 5.11% |
Convertible notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 175,000,000 | |
Weighted-average interest rate | 4.75% | 4.75% |
Convertible notes due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000,000 | |
Weighted-average interest rate | 1.00% | |
Revolving credit facility due in 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 95,100,000 |
Weighted-average interest rate | 1.55% | |
Revolving credit facility due in 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 180,000,000 |
Weighted-average interest rate | 2.15% |
Debt and Other Obligations - Fu
Debt and Other Obligations - Future Maturities (Details) $ in Millions | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
remainder of 2021 | $ 99.2 |
2022 | 192 |
2023 | 335.5 |
2024 | 221 |
2025 | 725.3 |
2026 and beyond | 1,712.9 |
Total debt principal payments | $ 3,285.9 |
Debt and Other Obligations - In
Debt and Other Obligations - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Commitment and other fees | $ 604 | $ 228 | $ 1,032 | $ 445 |
Amortization of deferred financing costs | 3,274 | 2,526 | 6,783 | 4,632 |
Total | 39,662 | 27,792 | 84,468 | 51,670 |
Accretion of 8.00% senior secured notes and convertible debt | 753 | 2,029 | ||
8.00% senior secured notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | |||
Accretion of 8.00% senior secured notes and convertible debt | 300 | 2,000 | 800 | 2,000 |
Interest expense | 13,200 | 1,100 | 30,200 | 1,100 |
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 13,541 | 0 | 30,975 | |
Fixed-rate term loans | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 10,746 | 10,811 | 21,649 | 21,237 |
Unsecured term loans | Payroll Support Program, CARES Act | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 282 | 57 | 481 | 57 |
2015-1 EETC Class A | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 3,178 | 3,403 | 6,453 | 6,952 |
2015-1 EETC Class B | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 664 | 752 | 1,369 | 1,548 |
2015-1 EETC Class C | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 997 | 1,138 | 2,053 | 2,347 |
2017-1 EETC Class AA | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 1,759 | 1,868 | 3,514 | 3,755 |
2017-1 EETC Class A | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 634 | 673 | 1,267 | 1,354 |
2017-1 EETC Class B | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 556 | 623 | 1,113 | 1,267 |
2017-1 EETC Class C | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 1,092 | 1,092 | 2,171 | 2,184 |
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 1,749 | 3,138 | 3,827 | 3,138 |
Revolving credit facilities | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 562 | 1,456 | 1,733 | 2,614 |
Finance leases | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 24 | $ 27 | $ 48 | $ 140 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2021 | Mar. 29, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Issuance of warrants | $ 2,146 | |||||
Dividends, preferred stock purchase right per common stock (in shares) | 1 | |||||
8.00% senior secured notes due 2025 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Stated interest rate | 8.00% | 8.00% | ||||
8.00% Senior Secured Notes Due 2025 | 8.00% senior secured notes due 2025 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Extinguishment of debt | $ 340,000 | |||||
Stated interest rate | 8.00% | 8.00% | 8.00% | |||
Debt instrument, redemption price, percentage | 108.00% | |||||
Direct Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Purchase price (USD per share) | $ 35.05 | |||||
Consideration received on sale of shares | $ 370,800 | |||||
Direct Placement | Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares sold (in shares) | 10,594,073 | |||||
Payroll Support Program 2 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 137,753 | 137,753 | ||||
Strike price (USD per share) | $ 24.42 | $ 24.42 | ||||
Issuance of warrants | $ 2,800 | |||||
Payroll Support Program, CARES Act | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 520,797 | |||||
Strike price (USD per share) | $ 14.08 | |||||
Term of warrants | 5 years | |||||
Warrant outstanding (in shares) | 520,797 | 520,797 | ||||
Issuance of warrants | $ 3,900 | |||||
Payroll Support Program 3 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock subject to warrants issued to the United States Treasury (in shares) | 80,539 | 80,539 | 80,539 | |||
Strike price (USD per share) | $ 36.45 | $ 36.45 | ||||
Issuance of warrants | $ 1,500 | |||||
CARES Act | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants issued as a percent of outstanding common stock | 100.00% | 100.00% | ||||
Payroll Support Program 2 and 3 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of warrants | $ 4,300 |
Uncategorized Items - save-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |