Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.0001 par value | |
Security Exchange Name | NYSE | |
Trading Symbol | SAVE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 109,160,896 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001498710 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating revenues: | ||
Total operating revenues | $ 1,349,774 | $ 967,315 |
Operating expenses: | ||
Aircraft fuel | 487,711 | 368,585 |
Salaries, wages and benefits | 389,185 | 305,890 |
Landing fees and other rents | 97,345 | 82,936 |
Depreciation and amortization | 77,991 | 76,191 |
Aircraft rent | 85,267 | 66,044 |
Maintenance, materials and repairs | 54,414 | 45,515 |
Distribution | 48,017 | 35,351 |
Special charges | 13,983 | 15,563 |
Loss on disposal of assets | 7,100 | 11,552 |
Other operating | 201,156 | 171,156 |
Total operating expenses | 1,462,169 | 1,178,783 |
Operating income (loss) | (112,395) | (211,468) |
Other (income) expense: | ||
Interest expense | 51,793 | 37,880 |
Capitalized interest | (7,648) | (5,262) |
Interest income | (15,434) | (467) |
Other (income) expense | 542 | 417 |
Total other (income) expense | 29,253 | 32,568 |
Income (loss) before income taxes | (141,648) | (244,036) |
Provision (benefit) for income taxes | (37,737) | (49,333) |
Net income (loss) | $ (103,911) | $ (194,703) |
Basic earnings (loss) per share (in dollars per share) | $ (0.95) | $ (1.79) |
Diluted earnings (loss) per share (in dollars per share) | $ (0.95) | $ (1.79) |
Passenger | ||
Operating revenues: | ||
Total operating revenues | $ 1,327,473 | $ 949,744 |
Other | ||
Operating revenues: | ||
Total operating revenues | $ 22,301 | $ 17,571 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (103,911) | $ (194,703) |
Unrealized gain (loss) on short-term investment securities and cash and cash equivalents, net of deferred taxes of $50 and $(78) | 173 | (267) |
Interest rate derivative loss reclassified into earnings, net of taxes of $12 and $14 | 33 | 37 |
Other comprehensive income (loss) | 206 | (230) |
Comprehensive income (loss) | $ (103,705) | $ (194,933) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Tax effect of the unrealized gain (loss) on short-term investment securities and cash and cash equivalents | $ 50 | $ (78) |
Tax effect of interest rate derivative loss reclassified into earnings | $ 12 | $ 14 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,287,711 | $ 1,346,350 |
Restricted cash | 119,400 | 119,392 |
Short-term investment securities | 108,357 | 107,115 |
Accounts receivable, net | 186,070 | 197,276 |
Income tax receivable | 36,261 | 36,261 |
Prepaid expenses and other current assets | 180,284 | 187,589 |
Total current assets | 1,918,083 | 1,993,983 |
Property and equipment: | ||
Flight equipment | 4,216,067 | 4,326,515 |
Ground property and equipment | 574,988 | 521,802 |
Less accumulated depreciation | (1,052,373) | (1,098,819) |
Total property and equipment, net | 3,738,682 | 3,749,498 |
Operating lease right-of-use assets | 2,859,829 | 2,699,574 |
Pre-delivery deposits on flight equipment | 516,099 | 487,553 |
Deferred heavy maintenance, net | 230,014 | 190,349 |
Other long-term assets | 59,610 | 63,817 |
Total assets | 9,322,317 | 9,184,774 |
Current liabilities: | ||
Accounts payable | 53,046 | 75,449 |
Air traffic liability | 566,856 | 429,618 |
Current maturities of long-term debt, net, and finance leases | 261,724 | 346,888 |
Current maturities of operating leases | 195,039 | 188,296 |
Other current liabilities | 675,944 | 556,330 |
Total current liabilities | 1,752,609 | 1,596,581 |
Long-term debt, net and finance leases, less current maturities | 3,164,061 | 3,200,376 |
Operating leases, less current maturities | 2,605,011 | 2,455,619 |
Deferred income taxes | 189,054 | 226,843 |
Deferred gains and other long-term liabilities | 141,736 | 133,704 |
Shareholders’ equity: | ||
Common stock | 11 | 11 |
Additional paid-in-capital | 1,149,588 | 1,146,015 |
Treasury stock, at cost | (79,671) | (77,998) |
Retained earnings | 400,308 | 504,219 |
Accumulated other comprehensive loss | (390) | (596) |
Total shareholders’ equity | 1,469,846 | 1,571,651 |
Total liabilities and shareholders’ equity | $ 9,322,317 | $ 9,184,774 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Operating activities: | |||
Net income (loss) | $ (103,911) | $ (194,703) | |
Adjustments to reconcile net loss to net cash provided (used) by operations: | |||
Losses reclassified from other comprehensive income | 45 | 51 | |
Share-based compensation | 3,273 | 4,046 | |
Allowance for doubtful accounts (recoveries) | 6 | 0 | |
Amortization of debt issuance costs | 3,981 | 3,421 | |
Depreciation and amortization | 77,991 | 76,191 | |
Accretion of 8.00% senior secured notes | 1,052 | 261 | |
Amortization of debt discount | 3,808 | 2,538 | |
Deferred income tax benefit | (37,851) | (49,647) | |
Loss on disposal of assets | 7,100 | 11,552 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 11,200 | (31,844) | |
Deposits and other assets | 580 | (36,183) | |
Deferred heavy maintenance | (56,105) | (17,698) | |
Accounts payable | (37,048) | (5,188) | |
Air traffic liability | 137,238 | 175,986 | |
Other liabilities | 129,853 | 80,568 | |
Other | (435) | 194 | |
Net cash provided (used) by operating activities | 140,777 | 19,545 | |
Investing activities: | |||
Purchase of available-for-sale investment securities | (20,593) | (26,749) | |
Proceeds from the maturity and sale of available-for-sale investment securities | 20,000 | 26,500 | |
Proceeds from sale of property and equipment | 23,845 | 0 | |
Pre-delivery deposits on flight equipment, net of refunds | (25,443) | (5,858) | |
Capitalized interest | (4,862) | (4,172) | |
Purchase of property and equipment | (60,513) | (47,340) | |
Net cash provided (used) in investing activities | (67,566) | (57,619) | |
Financing activities: | |||
Payments on debt obligations | (129,435) | (44,338) | |
Payments on finance lease obligations | (179) | (210) | |
Repurchase of common stock | (1,673) | (1,772) | |
Debt issuance costs | (555) | (1,200) | |
Net cash provided (used) by financing activities | (131,842) | (47,520) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (58,631) | (85,594) | |
Cash, cash equivalents, and restricted cash at beginning of period | [1] | 1,465,742 | 1,428,907 |
Cash, cash equivalents, and restricted cash at end of period | [1] | 1,407,111 | 1,343,313 |
Cash payments for: | |||
Interest, net of capitalized interest | 31,999 | 25,781 | |
Income taxes paid (received), net | 466 | 303 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | 89,807 | 67,089 | |
Financing cash flows for finance leases | 10 | 18 | |
Non-cash transactions: | |||
Capital expenditures funded by finance lease borrowings | 145 | 0 | |
Capital expenditures funded by operating lease borrowings | $ 202,587 | $ 129,213 | |
[1](1) The sum of cash and cash equivalents and restricted cash on the Company's condensed consolidated balance sheets equals cash, cash equivalents, and restricted cash in the Company's condensed consolidated statement of cash flows. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
8.00% Senior Secured Notes Due 2025 | Secured Debt | |||
Stated interest rate percentage | 8% | 8% | 8% |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In-Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2021 | $ 2,114,035 | $ 11 | $ 1,131,826 | $ (75,639) | $ 1,058,369 | $ (532) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 4,046 | 4,046 | ||||
Repurchase of common stock | (1,772) | (1,772) | ||||
Changes in comprehensive income | (230) | (230) | ||||
Net income (loss) | (194,703) | (194,703) | ||||
Ending balance at Mar. 31, 2022 | 1,921,376 | 11 | 1,135,872 | (77,411) | 863,666 | (762) |
Beginning balance at Dec. 31, 2022 | 1,571,651 | 11 | 1,146,015 | (77,998) | 504,219 | (596) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Convertible debt conversions | 300 | 300 | ||||
Share-based compensation | 3,273 | 3,273 | ||||
Repurchase of common stock | (1,673) | (1,673) | ||||
Changes in comprehensive income | 206 | 206 | ||||
Net income (loss) | (103,911) | (103,911) | ||||
Ending balance at Mar. 31, 2023 | $ 1,469,846 | $ 11 | $ 1,149,588 | $ (79,671) | $ 400,308 | $ (390) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 (together with Spirit, the "Company"). 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, 2022 filed with the Securities and Exchange Commission on February 6, 2023. 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. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger | Merger JetBlue Merger On July 28, 2022, Spirit entered into an Agreement and Plan of Merger (the “Merger Agreement”) with JetBlue Airways Corporation, a Delaware corporation (“JetBlue”), and Sundown Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of JetBlue (“Merger Sub”), pursuant to which and subject to the terms and conditions therein, Merger Sub will merge with and into Spirit, with Spirit continuing as the surviving entity (the “Merger”). As a result of the Merger, each outstanding share of Spirit's common stock (except for dissenting shares, treasury stock, and shares of Spirit's common stock owned by JetBlue, Merger Sub or any of their respective wholly owned subsidiaries), will be converted into the right to receive an amount in cash per share, without interest, equal to (such amount, the “Merger Consideration”) (i) $33.50 minus (ii) (A) $2.50 (the “Approval Prepayment Amount”), paid on October 26, 2022 following the adoption by Spirit stockholders of the Merger Agreement on October 19, 2022 and (B) an additional monthly per share prepayment amount calculated as the product of $0.10 and the number of additional prepayments paid (or, in the event the Closing occurs after the record date of, but before the payment date of any such additional prepayment, to the extent payable after the Closing), not to exceed $1.15 per share of Spirit common stock, by JetBlue to Spirit stockholders in accordance with the Merger Agreement (each such payment is referred to as an “Additional Prepayment” and such $0.10 amount is referred to as the “Additional Prepayment Amount”). If an aggregate of $1.15 of Additional Prepayment Amounts has been paid out before consummation or termination of the Merger, Spirit stockholders will thereafter continue to receive monthly Additional Prepayments, at the same $0.10 per month rate until the transaction closes or the Merger Agreement is terminated. The Merger Agreement becomes unilaterally terminable by either JetBlue or Spirit on July 24, 2024. In accordance with the terms of the Merger Agreement, JetBlue is required to pay or cause to be paid the Approval Prepayment Amount to Spirit stockholders as of the record date established by Spirit for the special meeting to approve the Merger Agreement within five business days following such Spirit stockholder approval. Thereafter, on or prior to the last business day of each month beginning after December 31, 2022 until the earlier of the Closing or termination of the Merger Agreement, JetBlue will also pay or cause to be paid the Additional Prepayment Amount to Spirit stockholders as of a record date not more than five business days prior to the last business day of such month. Payments made from JetBlue to Spirit stockholders do not impact the Company's results of operations or cash flows. On October 19, 2022, Spirit’s stockholders approved the Merger Agreement at a special meeting of stockholders. The record date for both the Company’s special meeting and the Approval Prepayment was September 12, 2022. I n accordance with the terms of the Merger Agreement, o n October 26, 2022, JetBlue paid the Spirit stockholders the Approval Prepayment Amount of $2.50 per share. Additionally, on January 31, 2023, February 28, 2023 and March 31, 2023, JetBlue paid the Additional Prepayments of $0.10 per share of common stock to all Spirit stockholders of record as of January 25, 2023, February 22, 2023 and March 27, 2023, respectively. Due to the payment of the Approval Prepayment and each of the Additional Prepayment Amounts, in accordance with the terms of the respective debt indentures and warrant agreements, the Company announced related adjustments to the conversion rates of its convertible notes due 2025 and its convertible notes due 2026 as well as adjustments to the exercise prices and warrant shares of the PSP1, PSP2 and PSP3 warrants outstanding. As of March 31, 2023, the conversion rate of the convertible notes due 2025 and 2026 were respectively, 89.7550 and 23.3213 shares of voting common stock per $1,000 principal amount of convertible notes. In addition, a s of March 31, 2023 , the exercise price of the PSP1, PSP2 and PSP3 warrants were $12.361, $21.440 and $32.001 and the number of warrant shares issuable upon the exercise of the PSP1, PSP2 and PSP3 warrants were adjusted to 593,222.38, 156,899.64 and 91,736.10, respectively. Completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including, among other things: (1) approval of the transactions by Spirit’s stockholders, which was received on October 19, 2022; (2) receipt of applicable regulatory approvals, including approvals from the U.S. Federal Communications Commission, the U.S. Federal Aviation Administration and the U.S. Department of Transportation ("DOT") and the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other competition laws, and other required regulatory approvals; (3) the absence of any law or order prohibiting the consummation of the transactions; and (4) the absence of any material adverse effect (as defined in the Merger Agreement) on Spirit. On March 7, 2023, the U.S. Justice Department filed suit to block the Merger. The trial date for the lawsuit has been set for October 16, 2023 and will be held at the United States District Court of Massachusetts in Boston. In addition, Spirit has agreed, among other things, that neither it nor any of its directors, officers, employees and representatives will (1) solicit alternative transactions, (2) participate in any discussions or negotiations relating to alternative transactions, (3) furnish any non-public information in connection with alternative transactions or (4) enter into any agreement relating to alternative transactions, except under limited circumstances described in the Merger Agreement. However, in certain circumstances, Spirit may terminate the Merger Agreement to enter into a definitive agreement for a Superior Proposal (as defined in the Merger Agreement). In addition, Spirit, JetBlue and Merger Sub each make certain customary representations, warranties and covenants, as applicable, in the Merger Agreement. The Merger Agreement contains certain termination rights for Spirit and JetBlue, including, without limitation, a right for either party to terminate if the Merger is not consummated on or before July 28, 2023, subject to certain extensions up to July 24, 2024 if needed to obtain regulatory approvals. Upon the termination of the Merger Agreement under specified circumstances, Spirit will be required to pay JetBlue a termination fee of $94.2 million. Upon the termination of the Merger Agreement by JetBlue because of a material, uncured breach by Spirit of the Merger Agreement, Spirit will be required to pay JetBlue an amount equal to the sum of all amounts paid by JetBlue to the Spirit stockholders. Upon the termination of the Merger Agreement for failure to obtain antitrust regulatory clearance, JetBlue will be required to pay (i) to Spirit, $70.0 million, and (ii) to the Spirit stockholders, the excess of (A) $400.0 million minus (B) the sum of the Approval Prepayment Amount and all Additional Prepayment Amounts previously paid by JetBlue to the Spirit stockholders. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Operating revenues are comprised of passenger revenues, which includes fare and non-fare revenues, and other revenues. The following table shows disaggregated operating revenues for the three months ended March 31, 2023 and 2022. Three Months Ended March 31, 2023 2022 (in thousands) Operating revenues: Fare $ 608,861 $ 418,418 Non-fare 718,612 531,326 Total passenger revenues 1,327,473 949,744 Other 22,301 17,571 Total operating revenues $ 1,349,774 $ 967,315 The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the DOT are summarized below: Three Months Ended March 31, 2023 2022 (in thousands) DOT—Domestic $ 1,175,653 $ 827,054 DOT—Latin America 174,121 140,261 Total $ 1,349,774 $ 967,315 The Company defers the amount for award travel obligations 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 of March 31, 2023 and December 31, 2022, the Company had ATL balances of $566.9 million and $429.6 million, respectively. Substantially all of the Company's ATL is expected to be recognized within 12 months of the respective balance sheet date. Loyalty Programs The Company operates the Spirit Saver$ Club ® |
Loss on Disposal
Loss on Disposal | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loss on Disposal | Loss on Disposal During the three months ended March 31, 2023, the Company recorded $7.1 million in loss on disposal of assets in the condensed consolidated statements of operations. Loss on disposal of assets for the three months ended March 31, 2023 primarily consisted of a $7.8 million loss related to two aircraft sale leaseback transactions. In addition, during the fourth quarter 2022, the Company made the decision to accelerate the retirement of 29 of its A319 aircraft and, in January 2023, the Company executed a sale agreement to sell these aircraft over the next two years. During the first quarter 2023, the Company completed the sale of four of these A319 aircraft and recorded a related net gain of $1.2 million. The remaining A319 aircraft subject to the sale agreement remain in service and will to continue to operate until immediately before the sale of the aircraft. During the three months ended March 31, 2022, the Company recorded $11.6 million in loss on disposal of assets in the condensed consolidated statements of operations. Loss on disposal of assets for the three months ended March 31, 2022 primarily consisted of $6.6 million related to the impairment of one spare engine which was damaged beyond economic repair and $4.3 million related to the loss on three aircraft sale leaseback transactions completed during the first quarter of 2022. |
Special Charges
Special Charges | 3 Months Ended |
Mar. 31, 2023 | |
Special Credits [Abstract] | |
Special Charges | Special ChargesDuring the three months ended March 31, 2023, the Company recorded $7.2 million within special charges on the Company's condensed consolidated statements of operations, in legal, advisory and other fees related to the Merger Agreement with JetBlue entered into on July 28, 2022. In addition, as part of the Merger Agreement with JetBlue, the Company implemented an employee retention award program during the third quarter of 2022. The target retention award will be paid to the Company's employees upon the successful close of the Merger. In the event the Merger fails or is abandoned, 50% of the target retention award will be paid to the Company's employees. This amount will be paid to the Company's employees in two installments payable in July 2023 and July 2024 or upon termination or abandonment of the Merger, whichever comes first. During the three months ended March 31, 2023, the Company recorded $6.7 million within special charges on the Company's condensed consolidated statements of operations, related to the Company's retention award program. During the three months ended March 31, 2022, the Company recorded $11.1 million within special charges on the Company's condensed consolidated statements of operations, in legal, advisory and other fees related to the former merger agreement with Frontier (the "Former Frontier Merger Agreement") executed during the first quarter of 2022. In addition, as part of the Former Frontier Merger Agreement, the Company implemented an employee retention award program (the "Frontier Retention Award Program"). During the three months ended March 31, 2022, the Company recorded $4.5 million within special charges on the Company's condensed consolidated statements of operations, related to the Company's Frontier Retention Award Program. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Earnings (Loss) per Share The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended March 31, 2023 2022 (in thousands, except per-share amounts) Numerator Net income (loss) $ (103,911) $ (194,703) Denominator Weighted-average shares outstanding, basic 109,110 108,581 Effect of dilutive shares — — Adjusted weighted-average shares outstanding, diluted 109,110 108,581 Earnings (loss) per share Basic earnings (loss) per common share $ (0.95) $ (1.79) Diluted earnings (loss) per common share $ (0.95) $ (1.79) |
Short-term Investment Securitie
Short-term Investment Securities | 3 Months Ended |
Mar. 31, 2023 | |
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 other (income) expense in the condensed consolidated statements of operations. As of March 31, 2023 and December 31, 2022, the Company had $108.4 million and $107.1 million, respectively, in short-term available-for-sale investment securities. During the three months ended March 31, 2023 and 2022, these investments earned interest income at a weighted-average fixed rate of approximately 3.8% and 0.2%, respectively. For the three months ended March 31, 2023, an unrealized gain of $184 thousand, net of deferred taxes, was recorded within accumulated other comprehensive income ("AOCI") related to these investment securities. For the three months ended March 31, 2022, an unrealized loss of $262 thousand, net of deferred taxes, was recorded within AOCI related to these investment securities. For the three months ended March 31, 2023 and March 31, 2022, the Company had no realized gains or losses as the Company did not sell any of these securities during these periods. As of March 31, 2023 and December 31, 2022, $82 thousand and $267 thousand, net of tax, respectively, remained in AOCI, related to these instruments. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Other current liabilities as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, 2023 December 31, 2022 (in thousands) Salaries, wages and benefits $ 168,431 $ 154,881 Federal excise and other passenger taxes and fees payable 131,700 96,424 Airport obligations 106,075 84,928 Aircraft maintenance 77,282 59,243 Fuel 59,974 76,979 Interest payable 33,379 32,613 Aircraft and facility lease obligations 27,941 22,068 Other 71,162 29,194 Other current liabilities $ 675,944 $ 556,330 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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. During the three months ended March 31, 2023, the Company took delivery of three aircraft under direct operating leases, two aircraft under sale leaseback transactions and one spare engine purchased with cash. As of March 31, 2023, the Company had a fleet consisting of 195 A320 family aircraft. As of March 31, 2023, the Company had 93 aircraft financed under operating leases with lease term expirations between 2024 and 2041. In addition, the Company owned 101 aircraft of which 29 were purchased off lease and 2 were pledged as collateral under the Company's revolving credit facility maturing in 2024. The Company also had one aircraft recorded as a failed sale leaseback. The related finance obligation is recorded within long-term debt in the Company's condensed consolidated balance sheets. Refer to Note 12, Debt and Other Obligations for additional information. The related asset is recorded within flight equipment in the Company's condensed consolidated balance sheets. As of March 31, 2023, the Company also had 6 spare engines financed under operating leases with lease term expiration dates ranging from 2024 to 2033 and owned 25 spare engines, of which, as of March 31, 2023, 1 was unencumbered and 24 were pledged as collateral under the Company's revolving credit facility maturing in 2024. 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. Supplemental rent, recorded within aircraft rent expense, is primarily made up of probable and estimable return condition obligations, lease return cost adjustments related to lease modifications and aircraft and engines purchased off lease, and maintenance reserves paid to aircraft lessors that are not probable of being reimbursed. 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. The Company expects lease return costs 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. In connection with the Company's assessment of lease return costs, the Company also evaluates the recoverability of maintenance reserves paid to certain lessors that are held as collateral in advance of the Company’s required performance of major maintenance activities. The requirement to pay maintenance reserves has been eliminated from the Company's lease agreements for the last several years and any outstanding maintenance reserves will continue to decline as the Company is reimbursed for qualifying maintenance events. As of March 31, 2023 and December 31, 2022, the Company had $36.0 million and $38.8 million of aircraft maintenance deposits, respectively, recorded within prepaid expenses and other current assets and other long-term assets in the Company's condensed consolidated balance sheets. As of March 31, 2023, the Company's finance lease obligations primarily related to the lease of computer equipment used by the Company's flight crews and office equipment. Payments under these finance lease agreements are fixed for terms ranging from four During the fourth quarter of 2019, the Company purchased an 8.5-acre parcel of land for $41.0 million and entered into a 99-year lease agreement for the lease of a 2.6-acre parcel of land, in Dania Beach, Florida, where the Company is building its new headquarters campus and a 200-unit residential building. During the first quarter of 2022, the Company began building its new headquarters campus and its 200-unit residential building with the project having an expected completion during the first quarter 2024. The 8.5-acre parcel of land is capitalized within ground property and equipment on the Company's condensed consolidated balance sheets. The 99-year lease was determined to be an operating lease and is recorded within operating lease right-of-use asset and operating lease liability on the Company's condensed consolidated balance sheets. Operating lease commitments related to this lease are included in the table below within property facility leases. 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 March 31, 2023. 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 Other Total (in thousands) Remainder of 2023 $ 318 $ 268,444 $ 5,414 $ 530 $ 274,706 2024 201 346,156 5,460 178 351,995 2025 179 331,268 4,011 — 335,458 2026 101 304,955 3,934 — 308,990 2027 27 289,246 3,104 — 292,377 2028 and thereafter — 2,718,143 141,297 — 2,859,440 Total minimum lease payments $ 826 $ 4,258,212 $ 163,220 $ 708 $ 4,422,966 Less amount representing interest 49 1,488,499 133,569 22 1,622,139 Present value of minimum lease payments $ 777 $ 2,769,713 $ 29,651 $ 686 $ 2,800,827 Less current portion 367 189,083 5,272 684 195,406 Long-term portion $ 410 $ 2,580,630 $ 24,379 $ 2 $ 2,605,421 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 $3.9 million for the remainder of 2023 and none for 2024 and beyond. The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended March 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 158 $ 188 Interest of lease liabilities 10 18 Operating lease cost Operating lease cost (1) 84,215 63,251 Short-term lease cost (1) 10,905 10,257 Variable lease cost (1) 52,655 48,694 Total lease cost $ 147,943 $ 122,408 (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: March 31, 2023 March 31, 2022 Weighted-average remaining lease term Operating leases 14.7 years 14.0 years Finance leases 2.6 years 2.3 years Weighted-average discount rate Operating leases 6.39 % 5.62 % Finance leases 4.46 % 4.71 % |
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. During the three months ended March 31, 2023, the Company took delivery of three aircraft under direct operating leases, two aircraft under sale leaseback transactions and one spare engine purchased with cash. As of March 31, 2023, the Company had a fleet consisting of 195 A320 family aircraft. As of March 31, 2023, the Company had 93 aircraft financed under operating leases with lease term expirations between 2024 and 2041. In addition, the Company owned 101 aircraft of which 29 were purchased off lease and 2 were pledged as collateral under the Company's revolving credit facility maturing in 2024. The Company also had one aircraft recorded as a failed sale leaseback. The related finance obligation is recorded within long-term debt in the Company's condensed consolidated balance sheets. Refer to Note 12, Debt and Other Obligations for additional information. The related asset is recorded within flight equipment in the Company's condensed consolidated balance sheets. As of March 31, 2023, the Company also had 6 spare engines financed under operating leases with lease term expiration dates ranging from 2024 to 2033 and owned 25 spare engines, of which, as of March 31, 2023, 1 was unencumbered and 24 were pledged as collateral under the Company's revolving credit facility maturing in 2024. 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. Supplemental rent, recorded within aircraft rent expense, is primarily made up of probable and estimable return condition obligations, lease return cost adjustments related to lease modifications and aircraft and engines purchased off lease, and maintenance reserves paid to aircraft lessors that are not probable of being reimbursed. 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. The Company expects lease return costs 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. In connection with the Company's assessment of lease return costs, the Company also evaluates the recoverability of maintenance reserves paid to certain lessors that are held as collateral in advance of the Company’s required performance of major maintenance activities. The requirement to pay maintenance reserves has been eliminated from the Company's lease agreements for the last several years and any outstanding maintenance reserves will continue to decline as the Company is reimbursed for qualifying maintenance events. As of March 31, 2023 and December 31, 2022, the Company had $36.0 million and $38.8 million of aircraft maintenance deposits, respectively, recorded within prepaid expenses and other current assets and other long-term assets in the Company's condensed consolidated balance sheets. As of March 31, 2023, the Company's finance lease obligations primarily related to the lease of computer equipment used by the Company's flight crews and office equipment. Payments under these finance lease agreements are fixed for terms ranging from four During the fourth quarter of 2019, the Company purchased an 8.5-acre parcel of land for $41.0 million and entered into a 99-year lease agreement for the lease of a 2.6-acre parcel of land, in Dania Beach, Florida, where the Company is building its new headquarters campus and a 200-unit residential building. During the first quarter of 2022, the Company began building its new headquarters campus and its 200-unit residential building with the project having an expected completion during the first quarter 2024. The 8.5-acre parcel of land is capitalized within ground property and equipment on the Company's condensed consolidated balance sheets. The 99-year lease was determined to be an operating lease and is recorded within operating lease right-of-use asset and operating lease liability on the Company's condensed consolidated balance sheets. Operating lease commitments related to this lease are included in the table below within property facility leases. 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 March 31, 2023. 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 Other Total (in thousands) Remainder of 2023 $ 318 $ 268,444 $ 5,414 $ 530 $ 274,706 2024 201 346,156 5,460 178 351,995 2025 179 331,268 4,011 — 335,458 2026 101 304,955 3,934 — 308,990 2027 27 289,246 3,104 — 292,377 2028 and thereafter — 2,718,143 141,297 — 2,859,440 Total minimum lease payments $ 826 $ 4,258,212 $ 163,220 $ 708 $ 4,422,966 Less amount representing interest 49 1,488,499 133,569 22 1,622,139 Present value of minimum lease payments $ 777 $ 2,769,713 $ 29,651 $ 686 $ 2,800,827 Less current portion 367 189,083 5,272 684 195,406 Long-term portion $ 410 $ 2,580,630 $ 24,379 $ 2 $ 2,605,421 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 $3.9 million for the remainder of 2023 and none for 2024 and beyond. The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended March 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 158 $ 188 Interest of lease liabilities 10 18 Operating lease cost Operating lease cost (1) 84,215 63,251 Short-term lease cost (1) 10,905 10,257 Variable lease cost (1) 52,655 48,694 Total lease cost $ 147,943 $ 122,408 (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: March 31, 2023 March 31, 2022 Weighted-average remaining lease term Operating leases 14.7 years 14.0 years Finance leases 2.6 years 2.3 years Weighted-average discount rate Operating leases 6.39 % 5.62 % Finance leases 4.46 % 4.71 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, the Company's total firm aircraft orders consisted of 107 A320 family aircraft with Airbus, including A319neos, A320neos and A321neos, with deliveries expected through 2027. Out of these 107 aircraft, the Company has 9 aircraft scheduled for delivery in the remainder of 2023 and 25 aircraft scheduled for delivery in 2024. In late April 2023, the Company was notified that a number of the aircraft originally scheduled for delivery in 2023 and 2024 will be delayed into 2024 and 2025, respectively. Given supply chain delivery issues, the schedule of aircraft deliveries continues to be fluid and subject to change. However, the Company's total firm aircraft purchase commitments remains unchanged. As of March 31, 2023, the Company had secured financing for 16 aircraft scheduled for delivery from Airbus through 2024, which will be financed through sale leaseback transactions. As of March 31, 2023, the Company did not have financing commitments in place for the remaining 91 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. The contractual purchase amounts for all aircraft orders from Airbus are included within the purchase commitments below. In addition, rent commitments related to aircraft that will be financed through sale leaseback transactions are included within the aircraft rent commitments below. During the third quarter of 2021, the Company entered into an Engine Purchase Support Agreement which requires the Company to purchase a certain number of spare engines in order to maintain a contractual ratio of spare engines to aircraft in the fleet. As of March 31, 2023, the Company is committed to purchase 18 PW1100G-JM spare engines, with deliveries through 2027. As of March 31, 2023, purchase commitments for the Company's aircraft and engine orders, including estimated amounts for contractual price escalations and pre-delivery payments, were expected to be $542.9 million for the remainder of 2023, $1,375.8 million in 2024, $1,227.0 million in 2025, $1,424.4 million in 2026, $884.1 million in 2027, and none in 2028 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. In addition to the aircraft purchase agreement, as of March 31, 2023, the Company had agreements in place for 32 A320neos and A321neos to be financed through direct leases with third-party lessors with deliveries scheduled from the remainder of 2023 through 2024. As of March 31, 2023, aircraft rent commitments for future aircraft deliveries to be financed under direct leases from third-party lessors and sale leaseback transactions were expected to be approximately $40.1 million for the remainder of 2023, $183.9 million in 2024, $218.9 million in 2025, $218.9 million in 2026, $218.9 million in 2027, and $1,746.3 million in 2028 and beyond. Interest commitments related to the secured debt financing of 73 delivered aircraft as of March 31, 2023 were $47.4 million for the remainder of 2023, $53.3 million in 2024, $45.8 million in 2025, $38.3 million in 2026, $30.1 million in 2027, and $60.2 million in 2028 and beyond. As of March 31, 2023, interest commitments related to the Company's 8.00% senior secured notes, convertible debt financing, unsecured term loans and revolving credit facility were $73.8 million for the remainder of 2023, $96.4 million in 2024, $89.4 million in 2025, $5.9 million in 2026, $3.4 million in 2027, and $10.5 million in 2028 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, construction commitments related to its new headquarters campus and residential building and other miscellaneous subscriptions and services as of March 31, 2023: $62.5 million for the remainder of 2023, $20.4 million in 2024, $18.8 million in 2025, $16.3 million in 2026, $16.3 million in 2027, and $1.2 million in 2028 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 and Assessments 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. In making a determination regarding accruals, using available information, the Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings and assessments to which the Company is a party and records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of the Company's defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company's current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to the Company's consolidated results of operations, liquidity, or financial condition. In 2017, the Company was sued in the Eastern District of New York in a purported class action, Cox, et al. v. Spirit Airlines, Inc ., alleging state-law claims of breach of contract, unjust enrichment and fraud relating to the Company's practice of charging fees for ancillary products and services. The original action was dismissed by the District Court; however, following the plaintiff's appeal to the Second Circuit, the case was remanded to the District Court for further review on the breach of contract claim. A hearing on the Company's Motion for Summary Judgment and plaintiff's Motion for Class Certification was held on December 10, 2021. The Court granted the plaintiff's class certification motion and denied Spirit’s summary judgment motion on March 29, 2022. The Company subsequently filed a motion for reconsideration on April 26, 2022, and an oral argument was held on May 19, 2022. The Court denied Spirit’s motion for reconsideration on February 14, 2023. On April 3, 2023, Spirit moved to compel arbitration of and/or dismiss certain class members’ claims for lack of personal jurisdiction. Trial is set to begin on January 16, 2024. The Company intends to vigorously defend against this lawsuit. As of March 31, 2023, the potential outcomes of these claims cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made. Following an audit by the Internal Revenue Service ("IRS") related to the collection of federal excise taxes on optional passenger seat selection charges covering the period of the second quarter 2018 through the fourth quarter 2020, on March 31, 2022, the Company was assessed $34.9 million. On July 19, 2022, the assessment was reduced to $27.5 million. The Company believes the assessment is without merit and intends to challenge the assessment; therefore, the Company believes a loss in this matter is not probable and has not recognized a loss contingency. Credit Card Processing Arrangements The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges, and other ancillary services by customers. As is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, which the Company records as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. The Company's credit card processors do not require the Company to maintain cash collateral provided that the Company satisfies certain liquidity and other financial covenants. Failure to meet these covenants would provide the processors the right to place a holdback resulting in a commensurate reduction of unrestricted cash. As of March 31, 2023 and December 31, 2022, the Company's credit card processors were holding back no remittances. The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and Spirit Saver$ Club ® memberships as of March 31, 2023 and December 31, 2022, was $632.5 million and $468.5 million, respectively. Employees The Company has six union-represented employee groups that together represented approximately 85% of all employees as of March 31, 2023. The table below sets forth the Company's employee groups and status of the collective bargaining agreements. Employee Groups Representative Amendable Date (1) Percentage of Workforce Pilots Air Line Pilots Association, International ("ALPA") January 2025 26% Flight Attendants Association of Flight Attendants ("AFA-CWA") January 2026 48% Dispatchers Professional Airline Flight Control Association ("PAFCA") October 2023 1% Ramp Service Agents International Association of Machinists and Aerospace Workers ("IAMAW") November 2026 3% Passenger Service Agents Transport Workers Union of America ("TWU") February 2027 2% Aircraft Maintenance Technicians Aircraft Mechanics Fraternal Association (AMFA) (2) N/A (2) 5% (1) Subject to standard early opener provisions. (2) Collective bargaining agreement is currently under negotiation. During the fourth quarter of 2022, the Company reached an agreement with ALPA for a new two-year agreement, which was ratified by ALPA members on January 10, 2023. In February 2023, the Company and AFA-CWA reached a tentative agreement with the Company's flight attendants which was ratified by the flight attendants on April 13, 2023 and becomes amendable in January 2026. The ratified agreement includes increased pay rates and other enhanced benefits. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 Fair Value Level Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (in millions) 8.00% senior secured notes $ 1,110.0 $ 1,104.1 $ 1,110.0 $ 1,085.0 Level 3 Fixed-rate term loans 1,061.9 996.8 1,094.7 1,003.9 Level 3 Unsecured term loans 136.3 121.9 136.3 116.0 Level 3 2015-1 EETC Class A 278.6 251.4 278.6 247.5 Level 2 2015-1 EETC Class B 48.0 46.0 48.0 45.6 Level 2 2015-1 EETC Class C 63.8 63.8 63.8 63.1 Level 2 2017-1 EETC Class AA 179.2 158.1 186.3 161.6 Level 2 2017-1 EETC Class A 59.7 51.2 62.1 52.3 Level 2 2017-1 EETC Class B 49.9 44.1 51.7 44.9 Level 2 2017-1 EETC Class C — — 85.5 85.1 Level 2 4.75% convertible notes due 2025 25.1 41.7 25.4 44.9 Level 2 1.00% convertible notes due 2026 500.0 411.1 500.0 405.1 Level 2 Total long-term debt $ 3,512.5 $ 3,290.2 $ 3,642.4 $ 3,355.0 Cash and Cash Equivalents Cash and cash equivalents at March 31, 2023 and December 31, 2022 were 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 an 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 March 31, 2023, the Company had $85.0 million in standby letters of credit secured by $75.0 million of restricted cash, of which $31.1 million were issued letters of credit. In addition, the Company had $44.4 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 March 31, 2023 and December 31, 2022 were classified as available-for-sale and generally consisted 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. Derivative Liability The Merger Agreement with JetBlue modified the settlement terms for any conversions of the convertible notes due 2026 (as defined below) that caused the conversion option, which is an embedded derivative, not to qualify for the derivative accounting scope exception provided under ASC 815. As such, the Company bifurcated the fair value of the conversion option of the convertible notes due 2026 as a derivative liability with subsequent changes in fair value recorded in earnings. The Company records the fair value of the embedded derivative as a derivative liability within deferred gains and other long-term liabilities on its condensed consolidated balance sheets. The fair value of the derivative liability was estimated as the difference in value of the traded price of the convertible notes, including the conversion option and the value of the convertible notes in the absence of the conversion option (the debt component). The value of the debt component was estimated using a discounted cash flow analysis with a yield calibrated to the traded price of the convertible notes. The change in fair value of the derivative liability is recorded within interest expense on the Company's condensed consolidated statements of operations. During the three months ended March 31, 2023 and 2022, the Company recorded $1.7 million in unfavorable mark to market adjustments and $0.9 million in favorable mark to market adjustments, respectively, related to the change in fair value of the derivative liability. The fair value of the derivative liability has been determined to be Level 2 as observable inputs were used to determine the fair value of derivative liability. For additional information, refer to Note 12, Debt and Other Obligations. Assets and liabilities measured at gross fair value on a recurring basis are summarized below: Fair Value Measurements as of March 31, 2023 Total Level Level Level (in millions) Cash and cash equivalents $ 1,287.7 $ 1,287.7 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 108.4 108.4 — — Assets held for sale 1.9 — — 1.9 Total assets $ 1,517.4 $ 1,515.5 $ — $ 1.9 Derivative liability $ 30.9 $ — $ 30.9 $ — Total liabilities $ 30.9 $ — $ 30.9 $ — Fair Value Measurements as of December 31, 2022 Total Level Level Level (in millions) Cash and cash equivalents $ 1,346.4 $ 1,346.4 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 107.1 107.1 — — Assets held for sale 2.5 — — 2.5 Total assets $ 1,575.4 $ 1,572.9 $ — $ 2.5 Derivative liability $ 29.2 $ — 29.2 $ — Total liabilities $ 29.2 $ — $ 29.2 $ — The Company had no transfers of assets or liabilities between any of the above levels during the twelve months ended March 31, 2023 and the year ended December 31, 2022. |
Debt and Other Obligations
Debt and Other Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Other Obligations | Debt and Other Obligations As of March 31, 2023, the Company had outstanding public and non-public debt instruments. Revolving credit facility due in 2024 As of March 31, 2023 and December 31, 2022, the Company had a $300.0 million revolving credit facility which was undrawn and available. 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. This facility matures on March 30, 2024. 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"). 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 March 31, 2023, the notes may be converted by noteholders through June 30, 2023. Based on the terms of the indenture, 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, based on the terms of the Merger Agreement with JetBlue, upon conversion of any convertible notes due 2025 through the closing or termination of the Merger Agreement with JetBlue, the conversion value, including the principal amount, will be paid all in shares of the Company's common stock. The initial conversion rate was 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. Due to the payment of the Approval Prepayment and Additional Prepayment Amounts paid by JetBlue to the Company's stockholders, in accordance with the terms of the indenture, the Company has announced related adjustments to the conversion rate of its convertible senior notes due 2025. As of March 31, 2023, the conversion rate was 89.7550 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to a conversion price of approximately $11.14 per share of common stock). Refer to Note 2, Merger for additional information on the Approval Prepayment and Additional Prepayment Amounts. During the first quarter of 2023, $0.3 million of the Company's convertible notes due 2025 were converted to 27,204 shares of the Company's voting common stock. As of March 31, 2023, the Company had recorded $0.3 million, net of issuance costs and common stock, in additional paid-in-capital o n its condensed consolidated balance sheets as of March 31, 2023 related to the conversion of these notes. Since the notes are currently convertible in accordance with the terms of the indenture governing such notes, the Company had $25.1 million recorded within c urrent maturities of long-term debt and finance leases on its condensed consolidated balance sheets as of March 31, 2023 related to its convertible notes due 2025. As of March 31, 2023, the if-converted value exceeds the principal amount of the convertible notes due 2025 by $16.8 million using the average stock price for the three months ended March 31, 2023. 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"). 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. As of March 31, 2023, the notes did not qualify for conversion by noteholders through June 30, 2023. Based on the terms of the indenture, the Company will have the right to elect to settle conversions in cash, shares of the Company’s common stock or a combination of cash and shares of common stock. Upon conversion of any notes, the Company will pay the conversion value in cash up to at least the principal amount of the notes being converted. However, based on the terms of the Merger Agreement with JetBlue, upon conversion of any convertible notes due 2026 through the closing or termination of the Merger Agreement with JetBlue, the conversion value, including the principal amount, will be paid all in cash. The conversion value will be determined over an observation period consisting of 40 trading days. The initial conversion rate was 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. Due to the payment of the Approval Prepayment and Additional Prepayment Amounts paid by JetBlue to the Company's stockholders, in accordance with the terms of the indenture, the Company has announced related adjustments to the conversion rate of its convertible senior notes due 2026. As of March 31, 2023, the conversion rate was 23.3213 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to a conversion price of approximately $42.88 per share of common stock). Refer to Note 2, Merger for additional information on the Approval Prepayment and Additional Prepayment Amounts. The Merger Agreement with JetBlue includes settlement terms for any conversion of the convertible notes due 2026, as described above, that cause the conversion option, which is an embedded derivative, not to qualify for the derivative accounting scope exception provided under ASC 815. As such, the Company bifurcated the fair value of the conversion option of the convertible senior notes due 2026 as a derivative liability with subsequent changes in fair value recorded in earnings. The Company recorded the fair value of the embedded derivative as a derivative liability within deferred gains and other long-term liabilities and a debt discount within long-term debt and finance leases, less current maturities on its condensed consolidated balance sheets. The debt discount will continue to be amortized through interest expense, using the effective interest rate method, over the remaining life of the instrument. Since the notes are currently not convertible in accordance with the terms of the indenture governing such notes, the Company had $468.3 million, net of the related unamortized debt discount of $31.7 million, recorded within long-term debt and finance leases, less current maturities on the Company's condensed consolidated balance sheets as of March 31, 2023 related to its convertible notes due 2026. For additional information, refer to Note 11, Fair Value Measurements. Long-term debt is comprised of the following: As of As of March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 (in millions) (weighted-average interest rates) 8.00% senior secured notes due 2025 $ 1,110.0 $ 1,110.0 8.00 % 8.00 % Fixed-rate loans due through 2039 (1) 1,061.9 1,094.7 3.52 % 3.52 % Unsecured term loans due in 2031 136.3 136.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 278.6 278.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 48.0 48.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 63.8 63.8 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 179.2 186.3 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 59.7 62.1 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 49.9 51.7 3.80 % 3.80 % Fixed-rate class C 2017-1 EETC due through 2023 — 85.5 5.11 % 5.11 % Convertible notes due 2025 25.1 25.4 4.75 % 4.75 % Convertible notes due 2026 500.0 500.0 1.00 % 1.00 % Long-term debt $ 3,512.5 $ 3,642.4 Less current maturities 261.4 346.4 Less unamortized discounts, net 87.5 95.8 Total $ 3,163.6 $ 3,200.2 (1) Includes obligations related to one aircraft recorded as a failed sale leaseback. Refer to Note 9, Leases for additional information. During the three months ended March 31, 2023, the Company made scheduled principal payments of $129.4 million on its outstanding debt obligations. During the three months ended March 31, 2022, the Company made scheduled principal payments of $44.3 million on its outstanding debt obligations. At March 31, 2023, long-term debt principal payments for the next five years and thereafter were as follows: March 31, 2023 (in millions) Remainder of 2023 $ 207.2 2024 222.1 2025 1,323.5 2026 731.1 2027 197.3 2028 and beyond 831.3 Total debt principal payments $ 3,512.5 Interest Expense Interest expense related to long-term debt and finance leases consists of the following: Three Months Ended March 31, 2023 2022 (in thousands) 8.00% senior secured notes (1) $ 23,252 $ 10,461 Fixed-rate term loans 9,563 10,684 Unsecured term loans 336 336 Class A 2015-1 EETC 2,824 3,048 Class B 2015-1 EETC 528 616 Class C 2015-1 EETC 777 917 Class AA 2017-1 EETC 1,521 1,638 Class A 2017-1 EETC 548 590 Class B 2017-1 EETC 476 512 Class C 2017-1 EETC 522 1,080 Convertible notes (2) 7,045 3,223 Finance leases 8 18 Commitment and other fees 417 535 Amortization of deferred financing costs 3,976 4,222 Total $ 51,793 $ 37,880 (1) Includes $1.1 million of accretion and $22.2 million of interest expense for the three months ended March 31, 2023. Includes $0.3 million of accretion and $10.2 million of interest expense for the three months ended March 31, 2022. (2) Includes $3.8 million of amortization of the discount for the convertible notes due 2026, $1.6 million of interest expense for the convertible notes due 2025 and 2026 and $1.7 million of unfavorable mark to market adjustments for the convertible notes due 2026 for the three months ended March 31, 2023. Includes $2.5 million of amortization of the discount for the convertible notes due 2026, $1.6 million of interest expense for the convertible notes due 2025 and 2026 offset by $0.9 million of favorable mark to market adjustments for the convertible notes due 2026 for the three months ended March 31, 2022. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 filed with the Securities and Exchange Commission on February 6, 2023. |
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. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregation | The following table shows disaggregated operating revenues for the three months ended March 31, 2023 and 2022. Three Months Ended March 31, 2023 2022 (in thousands) Operating revenues: Fare $ 608,861 $ 418,418 Non-fare 718,612 531,326 Total passenger revenues 1,327,473 949,744 Other 22,301 17,571 Total operating revenues $ 1,349,774 $ 967,315 Three Months Ended March 31, 2023 2022 (in thousands) DOT—Domestic $ 1,175,653 $ 827,054 DOT—Latin America 174,121 140,261 Total $ 1,349,774 $ 967,315 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Common Share | The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended March 31, 2023 2022 (in thousands, except per-share amounts) Numerator Net income (loss) $ (103,911) $ (194,703) Denominator Weighted-average shares outstanding, basic 109,110 108,581 Effect of dilutive shares — — Adjusted weighted-average shares outstanding, diluted 109,110 108,581 Earnings (loss) per share Basic earnings (loss) per common share $ (0.95) $ (1.79) Diluted earnings (loss) per common share $ (0.95) $ (1.79) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities Included in Other Current Liabilities | Other current liabilities as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, 2023 December 31, 2022 (in thousands) Salaries, wages and benefits $ 168,431 $ 154,881 Federal excise and other passenger taxes and fees payable 131,700 96,424 Airport obligations 106,075 84,928 Aircraft maintenance 77,282 59,243 Fuel 59,974 76,979 Interest payable 33,379 32,613 Aircraft and facility lease obligations 27,941 22,068 Other 71,162 29,194 Other current liabilities $ 675,944 $ 556,330 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
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 March 31, 2023. 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 Other Total (in thousands) Remainder of 2023 $ 318 $ 268,444 $ 5,414 $ 530 $ 274,706 2024 201 346,156 5,460 178 351,995 2025 179 331,268 4,011 — 335,458 2026 101 304,955 3,934 — 308,990 2027 27 289,246 3,104 — 292,377 2028 and thereafter — 2,718,143 141,297 — 2,859,440 Total minimum lease payments $ 826 $ 4,258,212 $ 163,220 $ 708 $ 4,422,966 Less amount representing interest 49 1,488,499 133,569 22 1,622,139 Present value of minimum lease payments $ 777 $ 2,769,713 $ 29,651 $ 686 $ 2,800,827 Less current portion 367 189,083 5,272 684 195,406 Long-term portion $ 410 $ 2,580,630 $ 24,379 $ 2 $ 2,605,421 |
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 March 31, 2023. 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 Other Total (in thousands) Remainder of 2023 $ 318 $ 268,444 $ 5,414 $ 530 $ 274,706 2024 201 346,156 5,460 178 351,995 2025 179 331,268 4,011 — 335,458 2026 101 304,955 3,934 — 308,990 2027 27 289,246 3,104 — 292,377 2028 and thereafter — 2,718,143 141,297 — 2,859,440 Total minimum lease payments $ 826 $ 4,258,212 $ 163,220 $ 708 $ 4,422,966 Less amount representing interest 49 1,488,499 133,569 22 1,622,139 Present value of minimum lease payments $ 777 $ 2,769,713 $ 29,651 $ 686 $ 2,800,827 Less current portion 367 189,083 5,272 684 195,406 Long-term portion $ 410 $ 2,580,630 $ 24,379 $ 2 $ 2,605,421 |
Schedule of Lease Cost | The table below presents information for lease costs related to the Company's finance and operating leases: Three Months Ended March 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 158 $ 188 Interest of lease liabilities 10 18 Operating lease cost Operating lease cost (1) 84,215 63,251 Short-term lease cost (1) 10,905 10,257 Variable lease cost (1) 52,655 48,694 Total lease cost $ 147,943 $ 122,408 (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: March 31, 2023 March 31, 2022 Weighted-average remaining lease term Operating leases 14.7 years 14.0 years Finance leases 2.6 years 2.3 years Weighted-average discount rate Operating leases 6.39 % 5.62 % Finance leases 4.46 % 4.71 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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. Employee Groups Representative Amendable Date (1) Percentage of Workforce Pilots Air Line Pilots Association, International ("ALPA") January 2025 26% Flight Attendants Association of Flight Attendants ("AFA-CWA") January 2026 48% Dispatchers Professional Airline Flight Control Association ("PAFCA") October 2023 1% Ramp Service Agents International Association of Machinists and Aerospace Workers ("IAMAW") November 2026 3% Passenger Service Agents Transport Workers Union of America ("TWU") February 2027 2% Aircraft Maintenance Technicians Aircraft Mechanics Fraternal Association (AMFA) (2) N/A (2) 5% (1) Subject to standard early opener provisions. (2) Collective bargaining agreement is currently under negotiation. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 Fair Value Level Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (in millions) 8.00% senior secured notes $ 1,110.0 $ 1,104.1 $ 1,110.0 $ 1,085.0 Level 3 Fixed-rate term loans 1,061.9 996.8 1,094.7 1,003.9 Level 3 Unsecured term loans 136.3 121.9 136.3 116.0 Level 3 2015-1 EETC Class A 278.6 251.4 278.6 247.5 Level 2 2015-1 EETC Class B 48.0 46.0 48.0 45.6 Level 2 2015-1 EETC Class C 63.8 63.8 63.8 63.1 Level 2 2017-1 EETC Class AA 179.2 158.1 186.3 161.6 Level 2 2017-1 EETC Class A 59.7 51.2 62.1 52.3 Level 2 2017-1 EETC Class B 49.9 44.1 51.7 44.9 Level 2 2017-1 EETC Class C — — 85.5 85.1 Level 2 4.75% convertible notes due 2025 25.1 41.7 25.4 44.9 Level 2 1.00% convertible notes due 2026 500.0 411.1 500.0 405.1 Level 2 Total long-term debt $ 3,512.5 $ 3,290.2 $ 3,642.4 $ 3,355.0 |
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 March 31, 2023 Total Level Level Level (in millions) Cash and cash equivalents $ 1,287.7 $ 1,287.7 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 108.4 108.4 — — Assets held for sale 1.9 — — 1.9 Total assets $ 1,517.4 $ 1,515.5 $ — $ 1.9 Derivative liability $ 30.9 $ — $ 30.9 $ — Total liabilities $ 30.9 $ — $ 30.9 $ — Fair Value Measurements as of December 31, 2022 Total Level Level Level (in millions) Cash and cash equivalents $ 1,346.4 $ 1,346.4 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 107.1 107.1 — — Assets held for sale 2.5 — — 2.5 Total assets $ 1,575.4 $ 1,572.9 $ — $ 2.5 Derivative liability $ 29.2 $ — 29.2 $ — Total liabilities $ 29.2 $ — $ 29.2 $ — |
Debt and Other Obligations (Tab
Debt and Other Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt is comprised of the following: As of As of March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 (in millions) (weighted-average interest rates) 8.00% senior secured notes due 2025 $ 1,110.0 $ 1,110.0 8.00 % 8.00 % Fixed-rate loans due through 2039 (1) 1,061.9 1,094.7 3.52 % 3.52 % Unsecured term loans due in 2031 136.3 136.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 278.6 278.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 48.0 48.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 63.8 63.8 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 179.2 186.3 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 59.7 62.1 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 49.9 51.7 3.80 % 3.80 % Fixed-rate class C 2017-1 EETC due through 2023 — 85.5 5.11 % 5.11 % Convertible notes due 2025 25.1 25.4 4.75 % 4.75 % Convertible notes due 2026 500.0 500.0 1.00 % 1.00 % Long-term debt $ 3,512.5 $ 3,642.4 Less current maturities 261.4 346.4 Less unamortized discounts, net 87.5 95.8 Total $ 3,163.6 $ 3,200.2 (1) Includes obligations related to one aircraft recorded as a failed sale leaseback. Refer to Note 9, Leases for additional information. |
Schedule of Maturities of Long-term Debt | At March 31, 2023, long-term debt principal payments for the next five years and thereafter were as follows: March 31, 2023 (in millions) Remainder of 2023 $ 207.2 2024 222.1 2025 1,323.5 2026 731.1 2027 197.3 2028 and beyond 831.3 Total debt principal payments $ 3,512.5 |
Schedule of Interest Expense, Long-term Debt | Interest expense related to long-term debt and finance leases consists of the following: Three Months Ended March 31, 2023 2022 (in thousands) 8.00% senior secured notes (1) $ 23,252 $ 10,461 Fixed-rate term loans 9,563 10,684 Unsecured term loans 336 336 Class A 2015-1 EETC 2,824 3,048 Class B 2015-1 EETC 528 616 Class C 2015-1 EETC 777 917 Class AA 2017-1 EETC 1,521 1,638 Class A 2017-1 EETC 548 590 Class B 2017-1 EETC 476 512 Class C 2017-1 EETC 522 1,080 Convertible notes (2) 7,045 3,223 Finance leases 8 18 Commitment and other fees 417 535 Amortization of deferred financing costs 3,976 4,222 Total $ 51,793 $ 37,880 (1) Includes $1.1 million of accretion and $22.2 million of interest expense for the three months ended March 31, 2023. Includes $0.3 million of accretion and $10.2 million of interest expense for the three months ended March 31, 2022. (2) Includes $3.8 million of amortization of the discount for the convertible notes due 2026, $1.6 million of interest expense for the convertible notes due 2025 and 2026 and $1.7 million of unfavorable mark to market adjustments for the convertible notes due 2026 for the three months ended March 31, 2023. Includes $2.5 million of amortization of the discount for the convertible notes due 2026, $1.6 million of interest expense for the convertible notes due 2025 and 2026 offset by $0.9 million of favorable mark to market adjustments for the convertible notes due 2026 for the three months ended March 31, 2022. |
Merger (Details)
Merger (Details) $ / shares in Units, $ in Thousands | Jul. 28, 2022 USD ($) d $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2023 $ / shares | Jan. 31, 2023 $ / shares | Oct. 26, 2022 $ / shares | Apr. 30, 2021 USD ($) shares | May 12, 2020 USD ($) shares |
PSP 1 | |||||||
Business Acquisition [Line Items] | |||||||
Warrants exercise price (in dollars per share) | $ 12.361 | ||||||
Number of warrants (in shares) | shares | 593,222.38 | ||||||
PSP 2 | |||||||
Business Acquisition [Line Items] | |||||||
Warrants exercise price (in dollars per share) | $ 21.440 | ||||||
Number of warrants (in shares) | shares | 156,899.64 | ||||||
PSP 3 | |||||||
Business Acquisition [Line Items] | |||||||
Warrants exercise price (in dollars per share) | $ 32.001 | ||||||
Number of warrants (in shares) | shares | 91,736.1 | ||||||
Convertible notes due 2025 | Convertible notes | |||||||
Business Acquisition [Line Items] | |||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 89.7550 | 78.4314 | |||||
Principal amount portion for trading price threshold | $ | $ 1 | $ 1 | |||||
1.00% convertible notes due 2026 | Convertible notes | |||||||
Business Acquisition [Line Items] | |||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 23.3213 | 20.3791 | |||||
Principal amount portion for trading price threshold | $ | $ 1 | $ 1 | |||||
JetBlue Merger Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Merger consideration, price per share (in dollars per share) | $ 33.50 | ||||||
Approval prepayment amount price per share (in dollars per share) | 2.50 | $ 2.50 | |||||
Additional approval prepayment amount price per share (in dollars per share) | 0.10 | ||||||
Approval prepayment maximum share price threshold (in dollars per share) | $ 1.15 | ||||||
Additional prepayment amount, maximum number of days after end of month for payment | d | 5 | ||||||
Additional approval prepayment per share amount paid (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Business acquisition, breakup fee | $ | $ 94,200 | ||||||
Payment to be received upon termination of merger agreement, antitrust regulatory clearance not approved | $ | 70,000 | ||||||
Payment to be received by stockholders' upon termination of merger agreement, antitrust regulatory clearance not approved | $ | $ 400,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 1,349,774 | $ 967,315 | |
Air traffic liability | 566,856 | $ 429,618 | |
DOT—Domestic | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 1,175,653 | 827,054 | |
DOT—Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 174,121 | 140,261 | |
Total passenger revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 1,327,473 | 949,744 | |
Fare | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 608,861 | 418,418 | |
Non-fare | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 718,612 | 531,326 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 22,301 | $ 17,571 |
Loss on Disposal (Details)
Loss on Disposal (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2023 | Mar. 31, 2023 USD ($) aircraft | Mar. 31, 2022 USD ($) aircraft aircraft_engine | Dec. 31, 2022 aircraft | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on disposal of assets | $ (7,100) | $ (11,552) | ||
Loss on sale-leaseback transaction | $ 7,800 | $ 4,300 | ||
Number of aircraft related to loss | aircraft | 2 | 3 | ||
Number of aircraft sold | aircraft | 4 | |||
Repurchase agreement for the sale of aircraft, term | 2 years | |||
Number of impaired spare engine related to loss on disposal | aircraft_engine | 1 | |||
Airbus A319 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on disposal of assets | $ 1,200 | |||
Airbus A319 | Aircraft | Impairment Due To Planned Acceleration Of Plane Retirement | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of aircraft, accelerated retirement | aircraft | 29 | |||
Auxiliary Power Units | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on disposal of assets | $ 6,600 |
Special Charges (Details)
Special Charges (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) installment | Mar. 31, 2022 USD ($) | |
JetBlue Merger Agreement | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Legal, advisory and other fees | $ 7.2 | |
Percentage of target retention award to be paid upon merger failure or abandonment | 50% | |
Retention award payments number of installments | installment | 2 | |
Retention award recorded | $ 6.7 | |
Frontier Merger Agreement | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Legal, advisory and other fees | $ 11.1 | |
Retention award recorded | $ 4.5 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net income (loss) | $ (103,911) | $ (194,703) |
Denominator | ||
Weighted-average shares outstanding, basic (in shares) | 109,110 | 108,581 |
Effect of dilutive shares (in shares) | 0 | 0 |
Adjusted weighted-average shares outstanding, diluted (in shares) | 109,110 | 108,581 |
Earnings (loss) per share | ||
Basic earnings (loss) per common share (in dollars per share) | $ (0.95) | $ (1.79) |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.95) | $ (1.79) |
Short-term Investment Securit_2
Short-term Investment Securities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||
Short-term investment securities | $ 108,357,000 | $ 107,115,000 | |
Realized gain (loss) on available-for-sale securities | 0 | $ 0 | |
Accumulated other comprehensive loss | 390,000 | 596,000 | |
Debt Securities, Available For Sale | |||
Debt Securities, Available-for-sale [Line Items] | |||
Short-term investment securities | $ 108,400,000 | 107,100,000 | |
Weighted-average fixed rate | 3.80% | 0.20% | |
Unrealized gain (loss) on investment securities, net of deferred taxes | $ 184,000 | $ (262,000) | |
Accumulated other comprehensive loss | $ (82,000) | $ (267,000) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 168,431 | $ 154,881 |
Federal excise and other passenger taxes and fees payable | 131,700 | 96,424 |
Airport obligations | 106,075 | 84,928 |
Aircraft maintenance | 77,282 | 59,243 |
Fuel | 59,974 | 76,979 |
Interest payable | 33,379 | 32,613 |
Aircraft and facility lease obligations | 27,941 | 22,068 |
Other | 71,162 | 29,194 |
Other current liabilities | $ 675,944 | $ 556,330 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) aircraft aircraft_engine | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) a residential_building_unit | |
Lessee, Lease, Description [Line Items] | |||
Number of aircraft under direct operating leases | 3 | ||
Number of spare engines owned | aircraft_engine | 25 | ||
Number of spare engines unencumbered | aircraft_engine | 1 | ||
Number of spare engines pledged as collateral | aircraft_engine | 24 | ||
Aircraft maintenance deposits | $ | $ 36,000,000 | $ 38,800,000 | |
Area of land | a | 8.5 | ||
Land | $ | $ 41,000,000 | ||
Noncancellable short-term operating lease, payments, remainder of year | $ | 3,900,000 | ||
Noncancellable short-term operating lease, payments, year one and beyond | $ | $ 0 | ||
Asset Pledged as Collateral | |||
Lessee, Lease, Description [Line Items] | |||
Number of capitalized aircraft pledged as collateral | 2 | ||
Aircraft | |||
Lessee, Lease, Description [Line Items] | |||
Number of aircraft owned | 101 | ||
Number of capitalized aircraft or engine purchased off lease | 29 | ||
Failed aircraft sale leaseback | 1 | ||
A320 Family | Aircraft | |||
Lessee, Lease, Description [Line Items] | |||
Number of aircraft owned | 195 | ||
Aircraft | |||
Lessee, Lease, Description [Line Items] | |||
Number of aircraft under sale-leaseback transactions | 2 | ||
Aircraft | A320 Family | |||
Lessee, Lease, Description [Line Items] | |||
Number of leased assets financed under operating leases | 93 | ||
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 | |||
Lessee, Lease, Description [Line Items] | |||
Area of land | a | 2.6 | ||
Number of units in residential building expected to be built | residential_building_unit | 200 | ||
Other Leased Equipment and Property | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, term | 99 years | 99 years | |
Spare Engines | |||
Lessee, Lease, Description [Line Items] | |||
Number of engines purchased with cash | aircraft_engine | 1 | ||
Number of leased assets financed under operating leases | aircraft_engine | 6 | ||
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 |
Leases - Finance and Operating
Leases - Finance and Operating Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
Remainder of 2023 | $ 318 | |
2024 | 201 | |
2025 | 179 | |
2026 | 101 | |
2027 | 27 | |
2028 and thereafter | 0 | |
Total minimum lease payments | 826 | |
Less amount representing interest | 49 | |
Present value of minimum lease payments | 777 | |
Less current portion | 367 | |
Long-term portion | 410 | |
Operating Leases | ||
Less current portion | 195,039 | $ 188,296 |
Long-term portion | 2,605,011 | $ 2,455,619 |
Total Operating and Finance Lease Obligations | ||
Remainder of 2023 | 274,706 | |
2024 | 351,995 | |
2025 | 335,458 | |
2026 | 308,990 | |
2027 | 292,377 | |
2028 and thereafter | 2,859,440 | |
Total minimum lease payments | 4,422,966 | |
Less amount representing interest | 1,622,139 | |
Present value of minimum lease payments | 2,800,827 | |
Less current portion | 195,406 | |
Long-term portion | $ 2,605,421 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt and Lease Obligation, Including Current Maturities | Long-Term Debt and Lease Obligation, Including Current Maturities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current maturities of long-term debt, net, and finance leases | Current maturities of long-term debt, net, and finance leases |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net and finance leases, less current maturities | Long-term debt, net and finance leases, less current maturities |
Aircraft and Spare Engine Leases | ||
Operating Leases | ||
Remainder of 2023 | $ 268,444 | |
2024 | 346,156 | |
2025 | 331,268 | |
2026 | 304,955 | |
2027 | 289,246 | |
2028 and thereafter | 2,718,143 | |
Total minimum lease payments | 4,258,212 | |
Less amount representing interest | 1,488,499 | |
Present value of minimum lease payments | 2,769,713 | |
Less current portion | 189,083 | |
Long-term portion | 2,580,630 | |
Property Facility Leases | ||
Operating Leases | ||
Remainder of 2023 | 5,414 | |
2024 | 5,460 | |
2025 | 4,011 | |
2026 | 3,934 | |
2027 | 3,104 | |
2028 and thereafter | 141,297 | |
Total minimum lease payments | 163,220 | |
Less amount representing interest | 133,569 | |
Present value of minimum lease payments | 29,651 | |
Less current portion | 5,272 | |
Long-term portion | 24,379 | |
Other | ||
Operating Leases | ||
Remainder of 2023 | 530 | |
2024 | 178 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Total minimum lease payments | 708 | |
Less amount representing interest | 22 | |
Present value of minimum lease payments | 686 | |
Less current portion | 684 | |
Long-term portion | $ 2 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance lease cost | ||
Amortization of leased assets | $ 158 | $ 188 |
Interest of lease liabilities | 10 | 18 |
Operating lease cost | ||
Operating lease cost | 84,215 | 63,251 |
Short-term lease cost | 10,905 | 10,257 |
Variable lease cost | 52,655 | 48,694 |
Total lease cost | $ 147,943 | $ 122,408 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Weighted-average remaining lease term | ||
Operating leases | 14 years 8 months 12 days | 14 years |
Finance leases | 2 years 7 months 6 days | 2 years 3 months 18 days |
Weighted-average discount rate | ||
Operating leases (in percent) | 6.39% | 5.62% |
Finance leases (in percent) | 4.46% | 4.71% |
Commitments and Contingencies -
Commitments and Contingencies - Aircraft-Related Commitments and Financing Arrangements (Details) $ in Millions | Mar. 31, 2023 USD ($) aircraft aircraft_engine | Dec. 31, 2022 | Mar. 31, 2022 |
Aircraft-Related Secured Debt | |||
Interest Commitments | |||
Interest commitments, remainder of fiscal year | $ 47.4 | ||
Interest commitments, 2024 | 53.3 | ||
Interest commitments, 2025 | 45.8 | ||
Interest commitments, 2026 | 38.3 | ||
Interest commitments, 2027 | 30.1 | ||
Interest commitments, 2028 and thereafter | $ 60.2 | ||
Secured Debt | 8.00% Senior Secured Notes Due 2025 | |||
Interest Commitments | |||
Stated interest rate percentage | 8% | 8% | 8% |
Non-Aircraft-Related Secured Debt, Unsecured Debt And Convertible Debt | |||
Interest Commitments | |||
Interest commitments, remainder of fiscal year | $ 73.8 | ||
Interest commitments, 2024 | 96.4 | ||
Interest commitments, 2025 | 89.4 | ||
Interest commitments, 2026 | 5.9 | ||
Interest commitments, 2027 | 3.4 | ||
Interest commitments, 2028 and thereafter | $ 10.5 | ||
A320 and A321 | |||
Aircraft Rent Commitments For Future Aircraft Deliveries | |||
Number of delivered aircraft with secured debt financing commitments | aircraft | 73 | ||
Aircraft and Related Flight Equipment | |||
Committed Expenditures | |||
Committed expenditures, remainder of fiscal year | $ 542.9 | ||
Committed expenditures, 2024 | 1,375.8 | ||
Committed expenditures, 2025 | 1,227 | ||
Committed expenditures, 2026 | 1,424.4 | ||
Committed expenditures, 2027 | 884.1 | ||
Committed expenditures, 2028 and thereafter | 0 | ||
Non-aircraft Related Commitments | |||
Committed Expenditures | |||
Committed expenditures, remainder of fiscal year | 62.5 | ||
Committed expenditures, 2024 | 20.4 | ||
Committed expenditures, 2025 | 18.8 | ||
Committed expenditures, 2026 | 16.3 | ||
Committed expenditures, 2027 | 16.3 | ||
Committed expenditures, 2028 and thereafter | $ 1.2 | ||
PurePower PW1100G-JM Engine | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Number of spare aircraft engines ordered | aircraft_engine | 18 | ||
Airbus | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Future aircraft to be received | aircraft | 107 | ||
Number of aircraft to be delivered, remainder of fiscal year | aircraft | 9 | ||
Number of aircraft to be delivered, 2023 | aircraft | 25 | ||
Airbus | Through 2024 | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Number of aircraft with secured debt financing commitments scheduled for delivery | aircraft | 16 | ||
Airbus | 2023 Through 2027 | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Number of aircraft without secured financing commitments scheduled for delivery | aircraft | 91 | ||
Third Party Lessor | A320 Family | |||
Aircraft Rent Commitments For Future Aircraft Deliveries | |||
Operating lease payments expected for aircraft to be delivered, remainder of fiscal year | $ 40.1 | ||
Operating lease payments expected for aircraft to be delivered, 2024 | 183.9 | ||
Operating lease payments expected for aircraft to be delivered, 2025 | 218.9 | ||
Operating lease payments expected for aircraft to be delivered, 2026 | 218.9 | ||
Operating lease payments expected for aircraft to be delivered, 2027 | 218.9 | ||
Operating lease payments expected for aircraft to be delivered, 2028 and thereafter | $ 1,746.3 | ||
Third Party Lessor | 2023 Through 2024 | A320 and A321 | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Future aircraft to be received | aircraft | 32 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation and Assessments And Credit Card Processing Arrangements (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jul. 19, 2022 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Internal revenue service federal excise taxes | $ 34,900,000 | $ 27,500,000 | ||
Recognized a loss contingency | $ 0 | |||
Maximum potential exposure to cash holdbacks from credit card processors | 632,500,000 | $ 468,500,000 | ||
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) | 3 Months Ended | |
Mar. 31, 2023 employeeGroup employee | Dec. 31, 2022 | |
Air Line Pilots Association, International ("ALPA") | ||
Concentration Risk [Line Items] | ||
Collective bargaining arrangement, term | 2 years | |
Aircraft Mechanics Fraternal Association (AMFA) | ||
Concentration Risk [Line Items] | ||
Number of employees included in union application (approximately) | employee | 600 | |
Unionized Employees Concentration Risk | Number of Employees, Total | ||
Concentration Risk [Line Items] | ||
Number of union-represented employee groups | employeeGroup | 6 | |
Company's employees covered under collective bargaining agreements percentage | 85% | |
Unionized Employees Concentration Risk | Number of Employees, Total | Air Line Pilots Association, International ("ALPA") | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 26% | |
Unionized Employees Concentration Risk | Number of Employees, Total | Association of Flight Attendants ("AFA-CWA") | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 48% | |
Unionized Employees Concentration Risk | Number of Employees, Total | Professional Airline Flight Control Association ("PAFCA") | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 1% | |
Unionized Employees Concentration Risk | Number of Employees, Total | International Association of Machinists and Aerospace Workers ("IAMAW") | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 3% | |
Unionized Employees Concentration Risk | Number of Employees, Total | Transport Workers Union of America ("TWU") | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 2% | |
Unionized Employees Concentration Risk | Number of Employees, Total | Aircraft Mechanics Fraternal Association (AMFA) | ||
Concentration Risk [Line Items] | ||
Company's employees covered under collective bargaining agreements percentage | 5% |
Fair Value Measurements - Long-
Fair Value Measurements - Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Apr. 30, 2021 | May 12, 2020 |
Debt Instrument [Line Items] | |||||
Carrying Value | $ 3,512.5 | $ 3,642.4 | |||
Secured Debt | 8.00% senior secured notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 8% | 8% | 8% | ||
Carrying Value | $ 1,110 | $ 1,110 | |||
Fixed-rate term loans | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 1,061.9 | 1,094.7 | |||
Unsecured term loans | Unsecured term loans | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 136.3 | 136.3 | |||
2015-1 EETC Class A | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 278.6 | 278.6 | |||
2015-1 EETC Class B | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 48 | 48 | |||
2015-1 EETC Class C | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 63.8 | 63.8 | |||
2017-1 EETC Class AA | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 179.2 | 186.3 | |||
2017-1 EETC Class A | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 59.7 | 62.1 | |||
2017-1 EETC Class B | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 49.9 | 51.7 | |||
2017-1 EETC Class C | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | $ 0 | $ 85.5 | |||
Convertible notes | 4.75% convertible notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 4.75% | 4.75% | 4.75% | ||
Carrying Value | $ 25.1 | $ 25.4 | |||
Convertible notes | 1.00% convertible notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 1% | 1% | 1% | ||
Carrying Value | $ 500 | $ 500 | |||
Estimated Fair Value | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 3,290.2 | 3,355 | |||
Estimated Fair Value | Level 3 | Secured Debt | 8.00% senior secured notes | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 1,104.1 | 1,085 | |||
Estimated Fair Value | Level 3 | Fixed-rate term loans | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 996.8 | 1,003.9 | |||
Estimated Fair Value | Level 3 | Unsecured term loans | Unsecured term loans | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 121.9 | 116 | |||
Estimated Fair Value | Level 2 | 2015-1 EETC Class A | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 251.4 | 247.5 | |||
Estimated Fair Value | Level 2 | 2015-1 EETC Class B | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 46 | 45.6 | |||
Estimated Fair Value | Level 2 | 2015-1 EETC Class C | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 63.8 | 63.1 | |||
Estimated Fair Value | Level 2 | 2017-1 EETC Class AA | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 158.1 | 161.6 | |||
Estimated Fair Value | Level 2 | 2017-1 EETC Class A | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 51.2 | 52.3 | |||
Estimated Fair Value | Level 2 | 2017-1 EETC Class B | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 44.1 | 44.9 | |||
Estimated Fair Value | Level 2 | 2017-1 EETC Class C | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 0 | 85.1 | |||
Estimated Fair Value | Level 2 | Convertible notes | 4.75% convertible notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | 41.7 | 44.9 | |||
Estimated Fair Value | Level 2 | Convertible notes | 1.00% convertible notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Estimated Fair Value | $ 411.1 | $ 405.1 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | |
8.00% Senior Secured Notes Due 2025 | Secured Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate percentage | 8% | 8% | 8% | |
1.00% convertible notes due 2026 | Convertible notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate percentage | 1% | 1% | 1% | |
1.00% convertible notes due 2026 | Convertible notes | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Mark to market adjustments on derivative liability | $ (1.7) | $ 0.9 | ||
Control Agreements For Interest And Fee Payments | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Restricted cash | 44.4 | |||
Standby Letters of Credit | Secured Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Letters of credit, limit, amount | 85 | |||
Restricted cash | 75 | |||
Letter of credit facility, amount outstanding | $ 31.1 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 1,287.7 | $ 1,346.4 |
Restricted cash | 119.4 | 119.4 |
Short-term investment securities | 108.4 | 107.1 |
Assets held for sale | 1.9 | 2.5 |
Total assets | 1,517.4 | 1,575.4 |
Derivative liability | 30.9 | 29.2 |
Total liabilities | 30.9 | 29.2 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1,287.7 | 1,346.4 |
Restricted cash | 119.4 | 119.4 |
Short-term investment securities | 108.4 | 107.1 |
Assets held for sale | 0 | 0 |
Total assets | 1,515.5 | 1,572.9 |
Derivative liability | 0 | 0 |
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 |
Derivative liability | 30.9 | 29.2 |
Total liabilities | 30.9 | 29.2 |
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 | 1.9 | 2.5 |
Total assets | 1.9 | 2.5 |
Derivative liability | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Debt and Other Obligations - Na
Debt and Other Obligations - Narrative (Details) | 3 Months Ended | ||||
Apr. 30, 2021 USD ($) day $ / shares shares | May 12, 2020 USD ($) day $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Convertible debt conversions | $ 300,000 | ||||
Long-term debt | 3,512,500,000 | $ 3,642,400,000 | |||
Total | 3,163,600,000 | 3,200,200,000 | |||
Less unamortized discounts, net | 87,500,000 | $ 95,800,000 | |||
Repayments of long-term debt | $ 129,400,000 | $ 44,300,000 | |||
Convertible notes due 2025 | Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 175,000,000 | ||||
Stated interest rate percentage | 4.75% | 4.75% | 4.75% | ||
Convertible debt, conversion price threshold | 130% | ||||
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% | ||||
Shares conversion rate per portion of principal amount (in shares) | shares | 78.4314 | 89.7550 | |||
Principal amount portion for trading price threshold | $ 1,000 | $ 1,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 12.75 | $ 11.14 | |||
Notes converted amount | $ 300,000 | ||||
Debt conversion, converted (in shares) | shares | 27,204 | ||||
Convertible debt conversions | 300,000 | ||||
Long-term debt | 25,100,000 | $ 25,400,000 | |||
Debt instrument, convertible, liquidation preference, during period, value | $ 16,800,000 | ||||
1.00% convertible notes due 2026 | Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 500,000,000 | ||||
Stated interest rate percentage | 1% | 1% | 1% | ||
Convertible debt, conversion price threshold | 130% | ||||
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 | ||||
Trading price threshold per principal amount portion | 98% | ||||
Shares conversion rate per portion of principal amount (in shares) | shares | 20.3791 | 23.3213 | |||
Principal amount portion for trading price threshold | $ 1,000 | $ 1,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 49.07 | $ 42.88 | |||
Long-term debt | $ 500,000,000 | $ 500,000,000 | |||
Number of trading days before maturity redemption allowed | day | 40 | ||||
Total | 468,300,000 | ||||
Less unamortized discounts, net | 31,700,000 | ||||
Revolving credit facilities | Revolving credit facility due in 2024 | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, remaining borrowing capacity | $ 300,000,000 | $ 300,000,000 |
Debt and Other Obligations - Sc
Debt and Other Obligations - Schedule of Long-term Debt (Details) $ in Millions | Mar. 31, 2023 USD ($) aircraft | Dec. 31, 2022 USD ($) | Mar. 31, 2022 | Apr. 30, 2021 | May 12, 2020 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 3,512.5 | $ 3,642.4 | |||
Less current maturities | 261.4 | 346.4 | |||
Less unamortized discounts, net | 87.5 | 95.8 | |||
Total | $ 3,163.6 | $ 3,200.2 | |||
Aircraft | |||||
Debt Instrument [Line Items] | |||||
Failed aircraft sale leaseback | aircraft | 1 | ||||
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 8% | 8% | 8% | ||
Long-term debt | $ 1,110 | $ 1,110 | |||
Weighted-average interest rate | 8% | 8% | |||
Fixed-rate loans due through 2039 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,061.9 | $ 1,094.7 | |||
Weighted-average interest rate | 3.52% | 3.52% | |||
Unsecured term loans due in 2031 | Unsecured term loans | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 136.3 | $ 136.3 | |||
Weighted-average interest rate | 1% | 1% | |||
Fixed-rate class A 2015-1 EETC due through 2028 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 278.6 | $ 278.6 | |||
Weighted-average interest rate | 4.10% | 4.10% | |||
Fixed-rate class B 2015-1 EETC due through 2024 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 48 | $ 48 | |||
Weighted-average interest rate | 4.45% | 4.45% | |||
Fixed-rate class C 2015-1 EETC due through 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 63.8 | $ 63.8 | |||
Weighted-average interest rate | 4.93% | 4.93% | |||
Fixed-rate class AA 2017-1 EETC due through 2030 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 179.2 | $ 186.3 | |||
Weighted-average interest rate | 3.38% | 3.38% | |||
Fixed-rate class A 2017-1 EETC due through 2030 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 59.7 | $ 62.1 | |||
Weighted-average interest rate | 3.65% | 3.65% | |||
Fixed-rate class B 2017-1 EETC due through 2026 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 49.9 | $ 51.7 | |||
Weighted-average interest rate | 3.80% | 3.80% | |||
Fixed-rate class C 2017-1 EETC due through 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 0 | $ 85.5 | |||
Weighted-average interest rate | 5.11% | 5.11% | |||
Convertible notes | Convertible notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 4.75% | 4.75% | 4.75% | ||
Long-term debt | $ 25.1 | $ 25.4 | |||
Weighted-average interest rate | 4.75% | 4.75% | |||
Convertible notes | Convertible notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate percentage | 1% | 1% | 1% | ||
Long-term debt | $ 500 | $ 500 | |||
Weighted-average interest rate | 1% | 1% | |||
Less unamortized discounts, net | $ 31.7 | ||||
Total | $ 468.3 |
Debt and Other Obligations - Fu
Debt and Other Obligations - Future Maturities (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 207.2 |
2024 | 222.1 |
2025 | 1,323.5 |
2026 | 731.1 |
2027 | 197.3 |
2028 and beyond | 831.3 |
Total debt principal payments | $ 3,512.5 |
Debt and Other Obligations - In
Debt and Other Obligations - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Commitment and other fees | $ 417 | $ 535 | |
Amortization of deferred financing costs | 3,976 | 4,222 | |
Total | 51,793 | 37,880 | |
Accretion expense | 1,052 | 261 | |
Amortization of debt discount | 3,808 | 2,538 | |
8.00% senior secured notes due 2025 | |||
Debt Instrument [Line Items] | |||
Accretion expense | 1,100 | 300 | |
Interest expense | $ 22,200 | $ 10,200 | |
8.00% senior secured notes due 2025 | 8.00% Senior Secured Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 8% | 8% | 8% |
Interest expense | $ 23,252 | $ 10,461 | |
Fixed-rate term loans | |||
Debt Instrument [Line Items] | |||
Interest expense | 9,563 | 10,684 | |
Unsecured term loans | Unsecured term loans | |||
Debt Instrument [Line Items] | |||
Interest expense | 336 | 336 | |
Class A 2015-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 2,824 | 3,048 | |
Class B 2015-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 528 | 616 | |
Class C 2015-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 777 | 917 | |
Class AA 2017-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,521 | 1,638 | |
Class A 2017-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 548 | 590 | |
Class B 2017-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 476 | 512 | |
Class C 2017-1 EETC | |||
Debt Instrument [Line Items] | |||
Interest expense | 522 | 1,080 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Interest expense | 7,045 | 3,223 | |
Convertible notes | Convertible Debt Due In 2025 And 2026 | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,600 | 1,600 | |
Convertible notes | Convertible notes due 2026 | |||
Debt Instrument [Line Items] | |||
Amortization of debt discount | 3,800 | 2,500 | |
Offset of market-to-market adjustment | 1,700 | (900) | |
Finance leases | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 8 | $ 18 |