Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Trading Symbol | SAVE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.9 | ||
Entity Common Stock, Shares Outstanding | 109,477,999 | ||
Documents Incorporated by Reference | Portions of the registrant's Proxy Statement for the registrant's 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant's fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001498710 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Miami, FL |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating revenues: | |||
Total operating revenues | $ 5,362,549 | $ 5,068,447 | $ 3,230,775 |
Operating expenses: | |||
Aircraft fuel | 1,821,165 | 1,929,969 | 913,945 |
Salaries, wages and benefits | 1,616,803 | 1,251,225 | 1,065,461 |
Landing fees and other rents | 408,262 | 347,268 | 315,999 |
Aircraft rent | 381,239 | 282,428 | 246,601 |
Depreciation and amortization | 320,872 | 313,090 | 297,211 |
Maintenance, materials and repairs | 223,339 | 187,820 | 159,502 |
Distribution | 190,891 | 177,557 | 132,499 |
Special charges (credits) | 69,537 | 420,172 | (377,715) |
Loss on disposal of assets | 33,966 | 46,624 | 3,320 |
Other operating | 792,232 | 711,211 | 530,826 |
Total operating expenses | 5,858,306 | 5,667,364 | 3,287,649 |
Operating income (loss) | (495,757) | (598,917) | (56,874) |
Other (income) expense: | |||
Interest expense | 169,191 | 139,905 | 155,611 |
Loss (gain) on extinguishment of debt | (15,411) | 0 | 331,630 |
Capitalized interest | (33,360) | (22,818) | (18,998) |
Interest income | (61,647) | (20,083) | (5,374) |
Other (income) expense | 4,065 | 4,818 | 577 |
Total other (income) expense | 62,838 | 101,822 | 463,446 |
Income (loss) before income taxes | (558,595) | (700,739) | (520,320) |
Provision (benefit) for income taxes | (111,131) | (146,589) | (47,751) |
Net income (loss) | $ (447,464) | $ (554,150) | $ (472,569) |
Basic earnings (loss) per share ( in dollars per share) | $ (4.10) | $ (5.10) | $ (4.50) |
Diluted earning (loss) per share ( in dollars per share) | $ (4.10) | $ (5.10) | $ (4.50) |
Passenger | |||
Operating revenues: | |||
Total operating revenues | $ 5,268,161 | $ 4,989,365 | $ 3,175,802 |
Other | |||
Operating revenues: | |||
Total operating revenues | $ 94,388 | $ 79,082 | $ 54,973 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (447,464) | $ (554,150) | $ (472,569) |
Unrealized gain (loss) on short-term investment securities and cash and cash equivalents, net of deferred taxes of $84, $(65) and $(27) | 287 | (216) | (92) |
Interest rate derivative loss reclassified into earnings, net of taxes of $72, $47 and $49 | 242 | 152 | 178 |
Other comprehensive income (loss) | 529 | (64) | 86 |
Comprehensive income (loss) | $ (446,935) | $ (554,214) | $ (472,483) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Tax effect of the unrealized gain (loss) on short-term investment securities and cash and cash equivalents | $ 84 | $ (65) | $ (27) |
Interest rate derivative loss reclassified into earnings, tax | $ 72 | $ 47 | $ 49 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 865,211 | $ 1,346,350 |
Restricted cash | 119,400 | 119,392 |
Short-term investment securities | 112,501 | 107,115 |
Accounts receivable, net | 205,468 | 197,276 |
Income tax receivable | 0 | 36,261 |
Prepaid expenses and other current assets | 209,547 | 187,589 |
Total current assets | 1,512,127 | 1,993,983 |
Property and equipment: | ||
Flight equipment | 3,961,785 | 4,326,515 |
Ground property and equipment | 726,364 | 521,802 |
Less accumulated depreciation | (1,169,021) | (1,098,819) |
Total property and equipment | 3,519,128 | 3,749,498 |
Operating lease right-of-use assets | 3,561,028 | 2,699,574 |
Pre-delivery deposits on flight equipment | 480,717 | 487,553 |
Deferred heavy maintenance, net | 313,505 | 190,349 |
Other long-term assets | 30,732 | 63,817 |
Total assets | 9,417,237 | 9,184,774 |
Current liabilities: | ||
Accounts payable | 42,098 | 75,449 |
Air traffic liability | 383,751 | 429,618 |
Current maturities of long-term debt, net, and finance leases | 315,580 | 346,888 |
Current maturities of operating leases | 224,865 | 188,296 |
Other current liabilities | 705,298 | 556,330 |
Total current liabilities | 1,671,592 | 1,596,581 |
Long-term debt and finance leases, less current maturities | 3,055,221 | 3,200,376 |
Operating leases, less current maturities | 3,298,871 | 2,455,619 |
Deferred income taxes | 107,761 | 226,843 |
Deferred gains and other long-term liabilities | 149,450 | 133,704 |
Shareholders’ equity: | ||
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2023 and 2022, respectively; 111,303,660 and 110,840,751 issued and 109,263,005 and 108,941,920 outstanding as of December 31, 2023 and 2022, respectively | 11 | 11 |
Additional paid-in-capital | 1,158,278 | 1,146,015 |
Treasury stock, at cost: 2,040,655 and 1,898,831 as of December 31, 2023 and 2022, respectively | (80,635) | (77,998) |
Retained earnings | 56,755 | 504,219 |
Accumulated other comprehensive income (loss) | (67) | (596) |
Total shareholders’ equity | 1,134,342 | 1,571,651 |
Total liabilities and shareholders’ equity | $ 9,417,237 | $ 9,184,774 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 111,303,660 | 110,840,751 |
Common stock, shares outstanding (in shares) | 109,263,005 | 108,941,920 |
Treasury stock (in shares) | 2,040,655 | 1,898,831 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating activities: | ||||
Net income (loss) | $ (447,464,000) | $ (554,150,000) | $ (472,569,000) | |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||
Losses reclassified from other comprehensive income | 314,000 | 199,000 | 226,000 | |
Share-based compensation | 11,963,000 | 11,483,000 | 12,536,000 | |
Allowance for doubtful accounts (recoveries) | 159,000 | (108,000) | (88,000) | |
Amortization of debt issuance costs | 15,454,000 | 13,468,000 | 12,912,000 | |
Depreciation and amortization | 320,872,000 | 313,090,000 | 297,211,000 | |
Accretion of convertible debt and 8.00% senior secured notes | 4,210,000 | 1,421,000 | 1,272,000 | |
Amortization of debt discount | 8,145,000 | 13,962,000 | 0 | |
Deferred income tax benefit | (119,239,000) | (148,611,000) | (49,502,000) | |
Fixed asset impairment charges | 0 | 333,691,000 | 0 | |
Loss on disposal of assets | 33,966,000 | 46,624,000 | 3,320,000 | |
Loss (gain) on extinguishment of debt | 0 | 0 | 331,630,000 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (8,351,000) | (68,340,000) | (85,800,000) | |
Deposits and other assets | 4,215,000 | (28,883,000) | 47,855,000 | |
Prepaid income taxes | 0 | 0 | 156,000 | |
Deferred heavy maintenance | (202,926,000) | (149,287,000) | (74,083,000) | |
Income tax receivable | 36,261,000 | 1,629,000 | 109,570,000 | |
Accounts payable | (34,051,000) | 9,032,000 | 13,057,000 | |
Air traffic liability | (45,867,000) | 47,301,000 | (19,649,000) | |
Other liabilities | 176,440,000 | 68,389,000 | 80,103,000 | |
Other | (762,000) | 68,000 | 731,000 | |
Net cash provided by (used in) operating activities | (246,661,000) | (89,022,000) | 208,888,000 | |
Investing activities: | ||||
Purchase of available-for-sale investment securities | (127,627,000) | (110,690,000) | (105,361,000) | |
Proceeds from the maturity and sale of available-for-sale investment securities | 125,570,000 | 109,500,000 | 104,500,000 | |
Proceeds from sale of property and equipment | 230,788,000 | 0 | 0 | |
Pre-delivery deposits on flight equipment, net of refunds | 23,156,000 | (8,498,000) | (119,352,000) | |
Capitalized interest | (21,860,000) | (18,166,000) | (17,258,000) | |
Assets under construction for others | (10,972,000) | (2,000) | (1,207,000) | |
Purchase of property and equipment | (255,563,000) | (237,584,000) | (213,767,000) | |
Net cash provided by (used in) investing activities | (36,508,000) | (265,440,000) | (352,445,000) | |
Financing activities: | ||||
Proceeds from issuance of long-term debt | 457,950,000 | 591,000,000 | 614,496,000 | |
Proceeds from issuance of common stock and warrants | 0 | 0 | 375,662,000 | |
Payments on debt obligations | (337,475,000) | (193,033,000) | (956,788,000) | |
Payments for the early extinguishment of debt | (323,251,000) | 0 | (317,905,000) | |
Payments on finance lease obligations | (496,000) | (842,000) | (831,000) | |
Reimbursement for assets under construction for others | 10,974,000 | 2,000 | 996,000 | |
Repurchase of common stock | (2,637,000) | (2,359,000) | (1,515,000) | |
Debt issuance costs | (3,027,000) | (3,471,000) | (2,775,000) | |
Net cash provided by (used in) financing activities | (197,962,000) | 391,297,000 | (288,660,000) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (481,131,000) | 36,835,000 | (432,217,000) | |
Cash, cash equivalents, and restricted cash at beginning of period | [1] | 1,465,742,000 | 1,428,907,000 | 1,861,124,000 |
Cash, cash equivalents, and restricted cash at end of period | [1] | 984,611,000 | 1,465,742,000 | 1,428,907,000 |
Cash payments for: | ||||
Interest, net of capitalized interest | 138,380,000 | 107,443,000 | 135,500,000 | |
Income taxes paid (received), net | (32,854,000) | (82,000) | (112,461,000) | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows for operating leases | 400,999,000 | 295,468,000 | 261,435,000 | |
Financing cash flows for finance leases | 30,000 | 57,000 | 93,000 | |
Non-cash transactions: | ||||
Capital expenditures funded by finance lease borrowings | 145,000 | 0 | 538,000 | |
Capital expenditures funded by operating lease borrowings | $ 1,076,456,000 | $ 897,109,000 | $ 683,333,000 | |
[1]The sum of cash and cash equivalents and restricted cash on the consolidated balance sheets equals cash, cash equivalents, and restricted cash in the consolidated statements of cash flows. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2023 |
8.00% senior secured notes due in 2025 | 8.00% senior secured notes due in 2025 | |
Stated interest rate percentage | 8% |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2020 | $ 2,249,695 | $ (49,530) | $ 10 | $ 799,549 | $ (55,590) | $ (74,124) | $ 1,524,878 | $ 6,060 | $ (618) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation | 12,536 | 12,536 | |||||||
Repurchase of common stock | (1,515) | (1,515) | |||||||
Changes in comprehensive income (loss) | 86 | 86 | |||||||
Issuance of common stock and warrants, net | 375,332 | 1 | 375,331 | ||||||
Net income (loss) | (472,569) | (472,569) | |||||||
Ending 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] | |||||||||
Convertible debt conversions | 2,706 | 2,706 | |||||||
Share-based compensation | 11,483 | 11,483 | |||||||
Repurchase of common stock | (2,359) | (2,359) | |||||||
Changes in comprehensive income (loss) | (64) | (64) | |||||||
Issuance of common stock and warrants, net | 0 | 0 | 0 | ||||||
Net income (loss) | (554,150) | (554,150) | |||||||
Ending 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 | 11,963 | 11,963 | |||||||
Repurchase of common stock | (2,637) | (2,637) | |||||||
Changes in comprehensive income (loss) | 529 | 529 | |||||||
Net income (loss) | (447,464) | (447,464) | |||||||
Ending balance at Dec. 31, 2023 | $ 1,134,342 | $ 11 | $ 1,158,278 | $ (80,635) | $ 56,755 | $ (67) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Spirit Airlines, Inc. ("Spirit") and its consolidated subsidiaries (the "Company"). Spirit is an ultra low-cost, low-fare airline that provides affordable travel opportunities principally throughout the domestic United States, the Caribbean and Latin America and is headquartered in Miramar, Florida. Spirit manages operations on a system-wide basis due to the interdependence of its route structure in the various markets served. As only one service is offered (i.e., air transportation), management has concluded there is only one reportable segment. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company's management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company's estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of less than three months at the date of acquisition to be cash equivalents. Investments included in this category primarily consist of cash and money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. Restricted Cash The Company's restricted cash is comprised of cash held in account subject to account control agreements to be used for the payment of interest and fees on the Company's 8.00% senior secured notes and cash pledged as collateral against the Company's secured letters of credit. Short-term Investment Securities The 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 twelve months or less. These securities are stated at fair value within current assets on the Company's consolidated balance sheet. For all short-term investments, at each reset period or upon reinvestment, the Company accounts for the transaction as proceeds from the maturity of short-term investment securities for the security relinquished, and purchase of short-term investment securities for the security purchased, in the Company's consolidated statements of cash flows. Realized gains and losses on sales of investments, if any, are reflected in non-operating other (income) expense in the consolidated statements of operations. Unrealized gains and losses on investment securities are reflected as a component of accumulated other comprehensive income. Accounts Receivable Accounts receivable primarily consist of amounts due from credit card processors associated with the sales of tickets, amounts due from the Internal Revenue Service related to federal excise fuel tax and amounts expected to be received related to the CARES Employee Retention credit . The Company records an allowance for amounts not expected to be collected. The Company estimates the allowance based on historical write-offs and aging trends as well as an estimate of the expected lifetime credit losses. The allowance for doubtful accounts was immaterial as of December 31, 2023 and 2022. In addition, the provision for doubtful accounts and write-offs for 2023, 2022 and 2021 were each immaterial. Income Tax Receivable Income tax receivable consists of amounts due from tax authorities for recovery of income taxes paid in prior periods. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation of operating property and equipment is computed using the straight-line method applied to each unit of property. Residual values for new aircraft, new engines, major spare rotable parts, avionics and assemblies are generally estimated to be 10%. Property under finance leases and related obligations are initially recorded at an amount equal to the present value of future minimum lease payments computed using the Company's incremental borrowing rate or, when known, the interest rate implicit in the lease. Amortization of property under finance leases is recorded on a straight-line basis over the lease term and is included in depreciation and amortization expense. The depreciable lives used for the principal depreciable asset classifications are: Estimated Useful Life Aircraft, engines and flight simulators 25 Spare rotables and flight assemblies 7 to 25 years Other equipment and vehicles 5 to 7 years Internal use software 3 to 10 years Finance leases Lease term or estimated useful life of the asset Leasehold improvements Lesser of lease term or estimated useful life of the improvement Buildings Lesser of lease term or 30 years As of December 31, 2023, the Company had 88 aircraft (including 15 aircraft that would have been deemed finance leases resulting in failed sale-leaseback transactions), 28 spare engines and 3 flight simulators capitalized within flight equipment with depreciable lives of 25 years. As of December 31, 2023, the Company had 117 aircraft financed through operating leases with lease terms from 4 years to 18 years. In addition, the Company had 6 spare engines financed through operating leases with lease terms from 12 years to 18 years. The following table illustrates the components of depreciation and amortization expense: Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation $ 218,106 $ 199,118 $ 193,079 Amortization of heavy maintenance 79,768 96,707 91,929 Amortization of capitalized software 22,998 17,265 12,203 Total depreciation and amortization $ 320,872 $ 313,090 $ 297,211 The Company capitalizes certain internal and external costs associated with the acquisition and development of internal-use software for new products, and enhancements to existing products, that have reached the application development stage and meet recoverability tests. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software, and labor cost for employees who are directly associated with, and devote time, to internal-use software projects. Capitalized computer software, included as a component of ground and other equipment in the accompanying consolidated balance sheets, net of amortization, was $53.6 million and $41.1 million at December 31, 2023 and 2022, respectively. The Company accounts for heavy maintenance and major overhaul under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset, the end of the remaining lease term or the next scheduled heavy maintenance event. The Company records amortization of capitalized software on a straight-line basis within depreciation and amortization expense in the accompanying consolidated statements of operations. The Company placed in service internal-use software of $35.5 million, $25.7 million and $20.5 million, during the years ended 2023, 2022 and 2021, respectively. Operating Lease Right-of-Use Asset and Liabilities Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, the Company's leases generally do not provide a readily determinable implicit rate. Therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The Company uses publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company has options to extend certain of its operating leases for an additional period of time and options to early terminate several of its operating leases. The lease term consists of the noncancellable period of the lease, periods covered by options to extend the lease if the Company is reasonably certain to exercise the option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the option and periods covered by an option to extend or not terminate the lease in which the exercise of the option is controlled by the lessor. The Company's lease agreements do not contain any residual value guarantees. The Company elected to not separate non-lease components from the associated lease component for all underlying classes of assets with lease and non-lease components. The Company elected not to apply the recognition requirements in Topic 842 to short-term leases (i.e., leases of 12 months or less) but instead recognize these lease payments in income on a straight-line basis over the lease term. The Company elected this accounting policy for all classes of underlying assets. In addition, in accordance with Topic 842, variable lease payments are not included in the recognition of a lease liability or right-of-use asset. Pre-Delivery Deposits on Flight Equipment The Company is required to make pre-delivery deposit payments ("PDPs") towards the purchase price of each new aircraft and engine prior to the scheduled delivery date. These deposits are initially classified as pre-delivery deposits on flight equipment on the Company's consolidated balance sheets until the aircraft or engine is delivered, at which time the related PDPs are deducted from the final purchase price of the aircraft or engine and are reclassified to flight equipment on the Company's consolidated balance sheets. In addition, the Company capitalizes the interest that is attributable to the outstanding PDP balances as a percentage of the related debt on which interest is incurred. Capitalized interest represents interest cost incurred during the acquisition period of a long-term asset, and is the amount which theoretically could have been avoided had the Company not paid PDPs for the related aircraft or engines. Related interest is capitalized and included within pre-delivery deposits on flight equipment through the acquisition period until delivery is taken of the aircraft or engine and the asset is ready for service. Once the aircraft or engine is delivered, the capitalized interest is also reclassified into flight equipment on the Company's consolidated balance sheets along with the related PDPs as they are included in the cost of the aircraft or engine. Capitalized interest for 2023, 2022 and 2021 was primarily related to the interest incurred on long-term debt. Measurement of Asset Impairments The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired, the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of those assets, and the net book value of the assets exceeds their estimated fair value. Factors which could be indicators of impairment include but are not limited to (1) a decision to permanently remove flight equipment or other long-lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in related fair values and (5) changes to the regulatory environment. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Company’s operations, and estimated salvage values. During 2023, the Company did not recognize impairment-related charges. During the fourth quarter of 2022, the Company made the decision to accelerate the retirement of 29 of its A319 aircraft, which were owned and unencumbered, as of December 31, 2022. In January 2023, the Company executed a purchase agreement to sell these aircraft over the next two years. The Company concluded that Management’s plan to early retire and ultimately sell these 29 A319 aircraft is an impairment indicator which required the Company to test the recoverability of the related asset group as of December 31, 2022. No impairment indicators existed and no charges were necessary under applicable accounting standards as of December 31, 2022, for the remaining flight equipment, which together represent one asset group. The Company concluded that the net book value of this specific asset group of owned A319 aircraft is not recoverable as of December 31, 2022, due to changes to the estimated future cash flows primarily driven by the significant reductions to their remaining operating lives. As a result, during 2022, the Company recognized $333.7 million in impairment-related charges for the amount by which the carrying amount of this asset group, including the related net capitalized maintenance, exceeded its estimated fair value. During 2022, the impairment charges were recorded within special charges (credits) in the Company’s consolidated statement of operations. The fair values of these assets were determined using Level 3 fair value inputs primarily based on the agreed upon sales price for each aircraft, adjusted for estimated utilization in the period of operation from December 31, 2022 to the expected future sales date. For additional information, refer to Note 4, Special Charges and Credits. Passenger Revenues Fare revenues. Tickets sold are initially deferred within air traffic liability ("ATL") on the Company's consolidated balance sheet. Passenger fare revenues are recognized at time of departure when transportation is provided. Generally, all tickets sold by the Company are nonrefundable. As of December 31, 2023 and 2022, the Company had ATL balances of $383.8 million and $429.6 million, respectively. As of December 31, 2023, substantially all of the ATL balance as of December 31, 2022 had been recognized. Substantially all of the Company's ATL balance as of December 31, 2023 is expected to be recognized within 12 months. Non-fare revenues. Non-fare revenues is primarily comprised of certain ancillary items such as bags, seats and other travel-related fees, which are deemed part of the single performance obligation of providing passenger transportation. These ancillary items are recognized in non-fare revenues within passenger revenues, at the time of departure. In addition, non-fare revenues related to other travel-related programs and services provided are recognized as deemed appropriate. The following table shows disaggregated operating revenues for the twelve months ended December 31, 2023, 2022 and 2021: Twelve Months Ended December 31, 2023 2022 2021 (in thousands) Operating revenues: Fare $ 2,338,191 $ 2,455,817 $ 1,422,927 Non-fare 2,929,970 2,533,548 1,752,875 Total passenger revenues 5,268,161 4,989,365 3,175,802 Other 94,388 79,082 54,973 Total operating revenues $ 5,362,549 $ 5,068,447 $ 3,230,775 Changes and cancellations. An unused ticket expires at the date of scheduled travel, at which time a service charge is assessed, and is recognized as revenue at the date of scheduled travel. However, customers may elect to change or cancel their itinerary prior to the date of departure. For changes, a service charge is recognized at time of departure of newly scheduled travel and is deducted from the face value of the original purchase price of the ticket, and the original ticket becomes invalid. For cancellations, a service charge is assessed and the amount remaining after deducting the service charge is called a credit shell which generally expires 90 days from the date the credit shell is created. Credit shells can be used towards the purchase of a new ticket and the Company’s other service offerings. Both service charge and credit shell amounts are recorded as deferred revenue and amounts expected to expire unused are estimated based on historical experience. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment. Assumptions used to generate breakage estimates can be impacted by several factors including, but not limited to, changes to the Company's ticketing policies, changes to the Company’s refund, exchange, and credit shell policies, and economic factors. The amount of credit shells issued varies, primarily due to the flight delays and cancellation events throughout the year. The Company generally experiences some variability in the amount of breakage revenue recognized throughout the year and expects some variability in the amount of breakage revenue recorded in future periods, as the estimates of the portion of those funds that will expire unused may differ from historical experience. Other Revenues Other revenues primarily consist of the marketing component of the sale of loyalty points to the Company's credit card partner and commissions revenue from the sale of various items such as hotels and rental cars. Loyalty Program The Company operates the Free Spirit loyalty program (the "Free Spirit Program"), which attracts members and partners and builds customer loyalty for the Company by offering a variety of awards, benefits and services. Free Spirit Program members earn and accrue points for dollars spent on Spirit for flights and other non-fare services as well as services from non-air partners such as retail merchants, hotels or car rental companies or by making purchases with credit cards issued by partner banks and financial services providers. Points are redeemable by customers in future periods for air travel on Spirit. To reflect the point credits earned, the program includes two types of transactions that are considered revenue arrangements with multiple performance obligations: (1) points earned with travel and (2) points sold to its co-branded credit card partner. Passenger ticket sales earning points. Passenger ticket sales earning points provide customers with (1) points earned and (2) air transportation. The Company values each performance obligation on a stand-alone basis and allocates the consideration to each performance obligation based on their relative fair value. To value the point credits earned, the Company considers the quantitative value a passenger receives by redeeming points for a ticket rather than paying cash, which is referred to as equivalent ticket value ("ETV"). The Company defers revenue for the points when earned and recognizes loyalty travel awards in passenger revenue as the points are redeemed and services are provided. The Company records the air transportation portion of the passenger ticket sales in air traffic liability and recognizes passenger revenue when transportation is provided or if the ticket goes unused, at the date of scheduled travel. Sale of points. Customers may earn points based on their spending with the Company's co-branded credit card company with which the Company has an agreement to sell points. The contract to sell points under this agreement has multiple performance obligations, as discussed below. The Company's co-branded credit card agreement provides for joint marketing where cardholders earn points for making purchases using co-branded cards. During 2023, the Company extended its agreement with the administrator of the Free Spirit affinity credit card program through December 31, 2028. The Company accounts for this agreement consistently with the accounting method that allocates the consideration received to the individual products and services delivered. The value is allocated based on the relative stand-alone selling prices of those products and services, which generally consists of (i) points to be awarded, (ii) airline benefits, (iii) licensing of brand and access to member lists and (iv) advertising and marketing efforts. The Company determined the estimate of the stand-alone selling prices by considering discounted cash flow analysis using multiple inputs and assumptions, including: (1) the expected number of points awarded and number of points redeemed, (2) the estimated stand-alone selling price of the award travel obligation and airline benefits, (3) licensing of brand access to member lists and (4) the cost of advertising and marketing efforts undertaken by the Company. The Company defers the amount for award travel obligation as part of loyalty deferred revenue. These amounts that are expected to be redeemed during the following twelve months are recorded within ATL on the consolidated balance sheet and the portion that is not expected to be redeemed during the following twelve months is recorded within long-term liabilities on the consolidated balance sheet. In addition, the Company recognizes loyalty travel awards in passenger revenue as the points are used for travel. Revenue allocated to advertising and the remaining performance obligations, primarily marketing components, is recorded in other revenue over time as points are delivered. Total unrecognized revenue from future Free Spirit Program was $104.6 million and $81.3 million at December 31, 2023 and 2022, respectively. The current portion of this balance is recorded within air traffic liability and the long-term portion of this balance is recorded within deferred gains and other long-term liabilities in the accompanying consolidated balance sheets. The following table illustrates total cash proceeds received from the sale of points and the portion of such proceeds recognized in non-ticket revenue immediately as marketing component: Consideration received from credit card loyalty programs Portion of proceeds recognized immediately as marketing component Year Ended (in thousands) December 31, 2023 $ 93,147 $ 48,071 December 31, 2022 80,970 40,987 December 31, 2021 48,035 23,681 Points breakage. For points that the Company estimates are not likely to be redeemed ("breakage"), the Company recognizes the associated value proportionally during the period in which the remaining points are redeemed. Management uses statistical models to estimate breakage based on historical redemption patterns. A change in assumptions as to the period over which points are expected to be redeemed, the actual redemption activity for points or the estimated fair value of points expected to be redeemed could have an impact on revenues in the year in which the change occurs and in future years. Current activity of loyalty program. Points are combined in one homogeneous pool and are not separately identifiable. As such, revenue is composed of points that were part of the loyalty deferred revenue balance at the beginning of the period as well as points that were issued during the period. Airframe and Engine Maintenance The Company accounts for heavy maintenance and major overhaul under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset, the end of the remaining lease term or the next scheduled heavy maintenance event. Amortization of heavy maintenance and major overhaul costs charged to depreciation and amortization expense was $79.8 million, $96.7 million and $91.9 million for the years ended 2023, 2022 and 2021, respectively. During the years ended 2023, 2022 and 2021, the Company deferred $202.9 million, $149.3 million and $74.1 million, respectively, of costs for heavy maintenance. As of December 31, 2023 and 2022, the Company had a deferred heavy maintenance balance of $529.8 million and $349.0 million, and accumulated heavy maintenance amortization of $216.2 million and $158.6 million, respectively. The Company outsources certain routine, non-heavy maintenance functions under contracts that require payment on a utilization basis, primarily based on flight hours. Costs incurred for maintenance and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are expensed based on contractual payment terms. All other costs for routine maintenance of the airframes and engines are charged to expense as performed. The table below summarizes the components of the Company’s maintenance cost: Year Ended December 31, 2023 2022 2021 (in thousands) Utilization-based maintenance expense $ 117,458 $ 97,930 $ 81,591 Non-utilization-based maintenance expense 105,881 89,890 77,911 Total maintenance, materials and repairs $ 223,339 $ 187,820 $ 159,502 Leased Aircraft Return Costs The Company's aircraft lease agreements often contain provisions that require the Company to return aircraft airframes, engines and other aircraft components to the lessor in a certain condition or pay an amount to the lessor based on the airframe and engine's actual return condition. Lease return costs include all costs that would be incurred at the return of the aircraft, including costs incurred to repair the airframe and engines to the required condition as stipulated by the lease. Lease return costs are recognized beginning when it is probable that such costs will be incurred and they can be estimated. When determining the probability to accrue lease return costs, there are various estimated cost and factors which need to be considered such as the contractual terms of the lease agreement, current condition of the aircraft, the age of the aircraft at lease expiration, projected number of hours run on the engine at the time of return, and the number of projected cycles run on the airframe at the time of return, among others. Management assesses the need to accrue lease return costs periodically throughout the year or whenever facts and circumstances warrant an assessment. Lease return costs will generally be estimable closer to the end of the lease term but may be estimable earlier in the lease term depending on the contractual terms of the lease agreement and the timing of maintenance events for a particular aircraft. Aircraft Fuel Aircraft fuel expense includes jet fuel and associated into-plane costs, taxes, and oil, and realized and unrealized gains and losses associated with fuel derivative contracts, if any. Advertising The Company expenses advertising and the production costs of advertising as incurred. Marketing and advertising expenses of $9.0 million, $9.2 million and $7.1 million for the years ended 2023, 2022 and 2021, respectively, were recorded within distribution expense in the consolidated statements of operations. Income Taxes The Company accounts for income taxes using the asset and liability method. The Company records a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will be not realized. As of December 31, 2023 and 2022, the Company had a valuation allowance of $17.7 million and $10.9 million, respectively, recorded within deferred income taxes on the Company's consolidated balance sheets. For additional information, refer to Note 16, Income Taxes. Stock-Based Compensation The Company recognizes cost of employee services received in exchange for awards of equity instruments based on the fair value of each instrument at the date of grant. For the majority of awards, compensation expense is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for an award. Certain awards have performance conditions that must be achieved prior to vesting and are expensed based on the expected achievement at each reporting period. The Company has issued restricted stock awards, performance share awards, market share awards and performance and market share awards. Restricted stock awards are valued at the fair value of the shares on the date of grant. The fair value of performance share awards based on a market condition and the market share awards are estimated through the use of a Monte Carlo simulation model. The fair value of performance share awards based on a performance condition is based on the fair value of the shares on the date of grant. The performance share awards based on a performance condition are evaluated at each report date and adjustments are made to stock-based compensation expense based on the number of shares deemed probable of issuance upon vesting. The fair value of the market and performance share awards are estimated through the use of a Monte Carlo simulation model and adjusted based on the number of shares deemed probable of issuance upon vesting. For additional information, refer to Note 11, Stock-Based Compensation. Payroll Support Program During 2020 and 2021, in order to assist the Company to pay for salaries, wages and benefits for its employees, t he Company entered into three separate Payroll Support Program Agreements under the CARES Act (“PSP1”), as extended by the Consolidated Appropriations Act of 2021 (“PSP2”) and the American Rescue Plan Act (“PSP3”) with the Treasury. The agreements provided the Company with grants (refer to Note 4, Special Charges and Credits for additional information), unsecured term loans (refer to Note 13, Debt and Other Obligations for additional information) and warrants (refer to Note 10, Equity for additional information). The funds provided were used exclusively to pay for salaries, wages and benefits for the Company's employees. As of December 31, 2023, the Company is in compliance with the terms of the PSP1, PSP2 and PSP3. Concentrations of Risk The Company’s business may be adversely affected by increases in the price of aircraft fuel, the volatility of the price of aircraft fuel, or both. Aircraft fuel, one of the Company’s largest expenditures, represented approximately 31%, 34% and 28% of total operating expenses in 2023, 2022 and 2021, respectively. The Company’s operations are largely concentrated in the southeast United States with Fort Lauderdale being the highest volume fueling point in the system. Gulf Coast Jet indexed fuel is the basis for a substantial majority of the Company’s fuel consumption. Any disruption to the oil production or refinery capacity in the Gulf Coast, as a result of weather or any other disaster, or disruptions in supply of jet fuel, dramatic escalations in the costs of jet fuel and/or the failure of fuel providers to perform under fuel arrangements for other reasons could have a material adverse effect on the Company’s financial condition and results of operations. The Company’s operations will continue to be vulnerable to weather conditions (including hurricane season or snow and severe winter weather), which could disrupt service or create air traffic control problems. These events may result in decreased revenue and/or increased costs. The Company relies on a limited number of vendors for the delivery of additional aircraft and engines - currently Airbus A320-family, single-aisle aircraft, powered by engines manufactured by IAE and Pratt & Whitney. Due to the relatively small size of the Company's fleet and high utilization rate, the unavailability of aircraft and engines, as well as the reduced capacity, resulting from delivery delays or performance issues from these vendors, could have a material adverse effect on the Company’s business, results of operations and financial condition. Refer to Note 3, Current Developments, for additional information on the Pratt & Whitney engine performance issues. As of December 31, 2023, the Company had six union-represented employee groups that together represented approximately 85% of all employees. The Company's aircraft maintenance technicians are represented by AMFA. The related collective bargaining agreement is currently under negotiation. A strike or other significant labor dispute with the Company’s unionized employees is likely to adversely affect the Company’s ability to conduct business. Additional disclosures are included in Note 17, Commitments and Contingencies. |
Recent Accounting Developments
Recent Accounting Developments | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Developments | Recent Accounting Developments Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB accounting standard codification (ASC) with the SEC's regulations. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company is currently evaluating the impact of the amendment, which is not expected to be material. |
Current Developments
Current Developments | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Current Developments | Current Developments 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 after 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 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. In accordance with the terms of the Merger Agreement, on October 26, 2022, JetBlue paid the Spirit stockholders the Approval Prepayment Amount of $2.50 per share. Additionally, beginning January 2023, JetBlue paid on a monthly basis the Additional Prepayments of $0.10 per share of common stock to all Spirit stockholders as of each record date, per the Merger Agreement. 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 December 31, 2023, the conversion rates of the convertible notes due 2025 and 2026 were 94.9262 and 24.6649 shares of voting common stock per $1,000 principal amount of convertible notes, respectively. In addition, a s of December 31, 2023 , the exercise prices of the PSP1, PSP2 and PSP3 warrants were $11.663, $20.229 and $30.196, respectively, and the number of warrant shares issuable upon the exercise of the PSP1, PSP2 and PSP3 warrants were adjusted to 628,725.19, 166,292.37 and 97,219.73, 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. Department of Justice (“DOJ”) filed suit to block the Merger and a trial was held in late 2023. On January 16, 2024, the United States District Court for the District of Massachusetts (the “District Court”) granted a permanent injunction against the Merger (the "Injunction"). On January 19, 2024, Spirit and JetBlue filed a notice of appeal to reverse the District Court's decision and allow Spirit and JetBlue to complete the Merger. On January 25, 2024, JetBlue made a public filing stating that certain closing conditions required by the Merger Agreement may not be satisfied prior to the outside dates set forth in the Merger Agreement and, accordingly, the Merger Agreement may be terminable on and after January 28, 2024. The Company does not believe there is a basis for terminating the Merger Agreement, and will continue to abide by all of its obligations under the Merger Agreement. On January 29, 2024, Spirit and JetBlue filed a request with the U.S. Court of Appeals for the First Circuit (the "Court of Appeals") seeking an expedited schedule for their appeal. On February 2, 2024, the Court of Appeals granted our motion, stating it would hear arguments in June 2024. 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 (the "Outside Date"), subject to certain automatic extensions up to July 24, 2024 if needed to obtain regulatory approvals. Since all regulatory approvals required to consummate the Merger were not obtained as of July 28, 2023 and January 28, 2024, the current Outside Date has been automatically extended to July 24, 2024. 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. Pratt & Whitney On July 25, 2023, RTX Corporation, parent company of Pratt & Whitney, announced that it had determined that a rare condition in the powdered metal used to manufacture certain engine parts will require accelerated inspection of the PW1100G-JM ("GTF") fleet, which powers the Company's A320neo family of aircraft. In September 2023, Pratt & Whitney notified the Company that all the GTF neo engines in its fleet, including the engines slotted for future aircraft deliveries, for a yet to be determined period, are subject to the inspection and possible replacement, of the powdered metal high-pressure turbine and compressor discs. In addition, Pratt & Whitney issued a special instruction ("SI"), requiring accelerated engine removals and inspections covering the initial tranche of operational engines, no later than September 15, 2023. As of December 31, 2023, in accordance with the SI issued by Pratt & Whitney, the Company has removed five engines from service, three of which are currently awaiting induction for inspection. For the remaining engines, Pratt & Whitney has provided an initial analysis on an inspection and removal schedule for these engines. In addition, to the 5 engines removed from service, the Company had 12 neo aircraft grounded as of December 31, 2023 for reliability, durability, and inspection requirements combined. The Company currently estimates the majority of the affected engines will require removal and inspection in 2024, but continuing through 2026, based on service bulletins ("SB") issued by Pratt & Whitney and related airworthiness directives issued by the FAA. |
Special Charges and Credits
Special Charges and Credits | 12 Months Ended |
Dec. 31, 2023 | |
Special Charges and Credits [Abstract] | |
Special Charges and Credits | Special Charges and Credits During the twelve months ended December 31, 2023, the Company recorded $50.0 million within special charges (credits) on the Company's 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 (the "JetBlue Retention Award Program") during the third quarter of 2022. The target retention award is payable 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. The first installment was paid in July 2023 and the second installment is payable in July 2024 or upon termination or abandonment of the Merger, whichever comes first. During the twelve months ended December 31, 2023, the Company recorded $19.5 million within special charges (credits) on the Company's consolidated statements of operations, related to the JetBlue Retention Award Program. During the twelve months ended December 31, 2022, the Company recorded $333.7 million within special charges (credits) on the Company's consolidated statements of operations in impairment charges related to the planned acceleration of the retirement of 29 of its A319 aircraft. For additional information, refer to Note 1, Summary of Significant Accounting Policies. In addition, during the twelve months ended December 31, 2022, the Company recorded $47.2 million within special charges (credits) on the Company's consolidated statements of operations, in legal, advisory and other fees related to the former merger agreement with Frontier Airlines (the "Former Frontier Merger Agreement"), JetBlue's unsolicited proposal, received in March 2022, to acquire all of the Company's outstanding shares in an all-cash transaction and the JetBlue Merger Agreement entered into on July 28, 2022. As part of the Former Frontier Merger Agreement, the Company implemented an employee retention award program (the "Frontier Retention Award Program"). On July 27, 2022, the Frontier Merger Agreement was mutually terminated; therefore, 50% of the target retention bonus was awarded to the Company's employees during the third quarter of 2022. In addition, as part of the JetBlue Merger Agreement, the Company implemented the JetBlue Retention Award Program during the third quarter of 2022. During the twelve months ended December 31, 2022, the Company recorded $39.3 million within special charges (credits) on the Company's consolidated statements of operations, related to the Company's retention award programs. During the twelve months ended December 31, 2021, the Company recorded a $342.2 million credit, net of the related costs, within special charges (credits) on the Company’s consolidated statements of operations related to the grant component of the PSP2 and PSP3 agreements with the Treasury. In addition, during the twelve months ended December 31, 2021, the Company recorded a credit of $37.5 million related to the CARES Act Employee Retention credit within special charges (credits) on the Company’s consolidated statements of operation. These special credits were partially offset by $2.0 million |
Loss on Disposal of Assets
Loss on Disposal of Assets | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loss on Disposal of Assets | Loss on Disposal of Assets During the twelve months ended December 31, 2023, the Company recorded $34.0 million in loss on disposal of assets in the consolidated statement of operations. During December 2023, the Company completed 20 sale-leaseback transactions (on aircraft previously owned by the Company) of which, 6 resulted in operating leases and 14 would have been deemed finance leases resulting in failed sale-leaseback transactions. As a result of the 6 sale-leaseback transactions that resulted in operating leases, the Company recorded a related loss of $32.1 million within loss on disposal of assets. Refer to Note 14, Leases for additional information on the 20 sale-leaseback transactions. Loss on disposal of assets for the twelve months ended December 31, 2023 also included a $3.0 million net gain recorded as a result of 10 aircraft sale-leaseback transactions related to new aircraft deliveries completed during the twelve months ended December 31, 2023. 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 twelve months ended December 31, 2023, the Company completed the sale of 12 A319 airframes and 20 A319 engines and recorded a related net loss of $1.6 million. The remaining A319 aircraft and engines subject to the sale agreement remain in service and will continue to operate until immediately before the sale of the aircraft. In addition, the Company recorded a $3.3 million loss primarily related to the disposal of obsolete assets. During the twelve months ended December 31, 2022, the Company recorded $46.6 million in loss on disposal of assets in the consolidated statement of operations. This loss on disposal of assets mainly consisted of $38.5 million related to the loss on 16 aircraft sale-leaseback transactions completed during 2022 and $6.6 million related to the impairment of 1 spare engine during the first quarter of 2022 which was damaged beyond economic repair. |
Letters of Credit
Letters of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments Pledged as Collateral [Abstract] | |
Letters of Credit | Letters of Credit As of December 31, 2023, the Company had $85.0 million in standby letters of credit secured by $75.0 million of restricted cash, of which $55.9 million were issued letters of credit. As of December 31, 2022, the Company had a $85.0 million standby letters of credit secured by $75.0 million restricted cash, of which $31.0 million were issued letters of credit. |
Credit Card Processing Arrangem
Credit Card Processing Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Credit Card Processing Arrangements [Abstract] | |
Credit Card Processing Arrangements | 7. Credit Card Processing Arrangements The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges and other ancillary services by customers. As it is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. The Company's credit card processors do not require the Company to maintain cash collateral provided that the Company satisfies certain liquidity and other financial covenants. Failure to meet these covenants would provide the processors the right to place a holdback, resulting in a commensurate reduction of unrestricted cash. As of December 31, 2023 and 2022, the Company was in compliance with such liquidity and other financial covenants in its credit card processing agreements, and the processors were holding back no remittances. The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and Spirit Saver$ Club ® memberships as of December 31, 2023 and 2022, was $408.3 million and $468.5 million, respectively. |
Short-term Investment Securitie
Short-term Investment Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investment Securities | Short-term Investment Securities The 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 twelve months or less. These securities are stated at fair value within current assets on the Company's consolidated balance sheet. Realized gains and losses on sales of investments, if any, are reflected in non-operating other (income) expense in the consolidated statements of operations. Unrealized gains and losses on investment securities are reflected as a component of accumulated other comprehensive income, ("AOCI"). As of December 31, 2023 and December 31, 2022, the Company had $112.5 million and $107.1 million, respectively, in short-term available-for-sale investment securities. During the twelve months ended December 31, 2023, 2022 and 2021, these investments earned interest income at a weighted-average fixed rate of approximately 4.5%, 1.0% and 0.1% respectively. For the twelve months ended December 31, 2023 and December 31, 2022, an unrealized gain of $298 thousand and an unrealized loss of $224 thousand, net of deferred taxes, respectively, were recorded within AOCI related to these investment securities. For the twelve months ended December 31, 2023 and December 31, 2022, the Company did not recognize any realized gains or losses related to these securities, as the Company did not transact any sales of these securities during this period. As of December 31, 2023 and December 31, 2022, $32 thousand and $267 thousand, net of tax, respectively, remained in AOCI, related to these instruments. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities included in other current liabilities as of December 31, 2023 and 2022 consist of the following: As of December 31, 2023 2022 (in thousands) Salaries, wages and benefits $ 187,723 $ 154,881 Airport obligations 125,278 84,928 Federal excise and other passenger taxes and fees payable 104,447 96,424 Fuel 64,149 76,979 Aircraft maintenance 58,800 59,243 Aircraft and facility lease obligations 36,115 22,068 Interest payable 24,732 32,613 Other 104,054 29,194 Other current liabilities $ 705,298 $ 556,330 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity The Company’s amended and restated certificate of incorporation dated June 1, 2011, authorizes the Company to issue up to 240,000,000 shares of common stock, $0.0001 par value per share, 50,000,000 shares of non-voting common stock, $0.0001 par value per share and 10,000,000 shares of preferred stock, $0.0001 par value per share. All of the Company’s issued and outstanding shares of common stock and preferred stock, if any, are duly authorized, validly issued, fully paid and non-assessable. The Company’s shares of common stock and non-voting common stock are not redeemable and do not have preemptive rights. As of December 31, 2023 and 2022, there were no shares of preferred stock or non-voting common stock outstanding. Common Stock Dividend Rights . Holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds ratably with shares of the Company’s non-voting common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law. Voting Rights . Each holder of the Company’s common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors properly up for election at any given stockholders’ meeting. Liquidation . In the event of the Company’s liquidation, dissolution or winding up, holders of the Company's common stock will be entitled to share ratably with shares of the Company’s non-voting common stock in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock. Rights and Preferences . Holders of the Company’s common stock have no preemptive, conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to the Company’s common stock. The rights, preferences and privileges of the holders of the Company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of the Company’s preferred stock that the Company may designate in the future. Treasury Stock Treasury stock is comprised of repurchases made from employees who received restricted stock awards or performance share awards. During the year ended December 31, 2023, 2022 and 2021, the Company repurchased 142 thousand, 107 thousand and 54 thousand shares, respectively, for $2.6 million, $2.4 million and $1.5 million, respectively. During the year ended December 31, 2023, 2022 and 2021, the Company did not retire any treasury shares. Warrants In connection with the Company's participation in the PSP1 agreement with the Treasury, during 2020, the Company issued to the Treasury warrants pursuant to a warrant agreement to purchase up to 520,797 shares of the Company's common stock at a strike price of $14.08 per share (the closing price for the shares of the Company's common stock on April 9, 2020). In connection with the Company's participation in the PSP2 and PSP3 agreements with the Treasury, during 2021, the Company issued to the Treasury warrants pursuant to a warrant agreement to purchase up to 137,753 and 80,539 shares of the Company's common stock at a strike price of $24.42 (the closing price for the shares of the Company's common stock on December 24, 2020) and $36.45 (the closing price for the shares of the Company's common stock on March 10, 2021) per share. The warrants are transferable and have no voting rights. The warrants expire in five years from the date of issuance and at the Company's option, may be settled on a "net cash" or "net shares" basis. The 739,089 warrants issued in connection with the PSP1, PSP2 and PSP3 agreements represent less than 1% of the outstanding shares of the Company's common stock as of December 31, 2023 . The Company concluded that the PSP1, PSP2 and PSP3 warrant agreement are a derivative contract classified within equity, at fair value upon issuance, within the Company’s consolidated balance sheet. Equity-classified contracts are initially measured at fair value and subsequent changes in fair value are not recognized as long as the contract continues to be classified in equity. As of December 31, 2023 , the Company had recorded $4.3 million, net of issuance costs, in APIC related to the fair value of the warrants issued. 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 exercise prices and warrant shares of the PSP1, PSP2 and PSP3 warrants outstanding. As of December 31, 2023 , the exercise prices of the PSP1, PSP2 and PSP3 warrants were $11.663, $20.229 and $30.196, respectively and the number of warrant shares issuable upon the exercise of the PSP1, PSP2 and PSP3 warrants were adjusted to 628,725.19, 166,292.37 and 97,219.73, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has stock plans under which directors, officers, key employees and consultants of the Company may be granted restricted stock, stock options, performance share awards and other equity-based instruments as a means of promoting the Company’s long-term growth and profitability. The plans are intended to encourage participants to contribute to, and participate in the success of the Company. On December 16, 2014, the Company's Board of Directors approved the 2015 Incentive Award Plan, or 2015 Plan, which was subsequently approved by the Company's stockholders on June 16, 2015. On March 10, 2021, the Company's Board of Directors approved an amendment of the Company's 2015 Incentive Award Plan to increase the number of authorized shares of common stock available for issuance by 3.2 million shares. The amendment was subsequently approved by the Company's stockholders on May 20, 2021. As of December 31, 2023 and December 31, 2022, 3,123,563 and 3,712,123 shares of the Company’s common stock, respectively, remained available for future issuance under the 2015 Plan, as amended. Stock-based compensation cost amounted to $12.0 million, $11.5 million and $12.5 million for 2023, 2022 and 2021, respectively. During 2023, 2022 and 2021 there was a $2.4 million, $2.4 million and $1.2 million tax benefit recognized in income related to stock-based compensation. Restricted Stock and Restricted Stock Units Restricted stock and restricted stock unit awards are valued at the fair value of the shares on the date of grant. Generally, granted shares and units vest over a two A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of December 31, 2023 and changes during the year ended December 31, 2023 is presented below: Number of Shares Weighted-Average Outstanding at December 31, 2022 624,452 24.76 Granted 500,648 19.58 Vested (372,788) 25.53 Forfeited (46,424) 21.04 Outstanding at December 31, 2023 705,888 20.93 There were 500,648 and 404,062 restricted stock shares granted during the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and December 31, 2022, there was $8.4 million and $8.6 million, respectively, of total unrecognized compensation cost related to nonvested restricted stock to be recognized over 1.8 years and 1.7 years, respectively. The weighted-average fair value of restricted stock granted during the years ended December 31, 2023, 2022 and 2021 was $19.58, $23.48 and $25.17, respectively. The total fair value of restricted stock shares vested during the years ended December 31, 2023, 2022 and 2021 was $7.2 million, $7.5 million and $4.6 million, respectively. Performance and Market Share Awards The Company grants certain executives performance and market stock units that vest based on either market, performance or market and performance conditions as part of a long-term incentive plan. The number of shares of common stock underlying each award is determined at the end of the performance period. In order to vest, the executive must still be employed by the Company, with certain contractual exclusions, at the end of the performance period. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 12 Months Ended |
Dec. 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: Year Ended December 31, 2023 2022 2021 (in thousands, except per-share amounts) Numerator: Net income (loss) $ (447,464) $ (554,150) $ (472,569) Denominator: Weighted-average shares outstanding, basic 109,152 108,751 105,000 Effect of dilutive stock awards — — — Adjusted weighted-average shares outstanding, diluted 109,152 108,751 105,000 Earnings (loss) per share: Basic earnings (loss) per common share $ (4.10) $ (5.10) $ (4.50) Diluted earnings (loss) per common share $ (4.10) $ (5.10) $ (4.50) |
Debt and Other Obligations
Debt and Other Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Other Obligations | Debt and Other Obligations Long-term debt As of December 31, 2023, the Company had outstanding public and non-public debt instruments. Revolving credit facility due in 2025 As of both December 31, 2023 and December 31, 2022, the Company had $300.0 million undrawn and available under its revolving credit facility. Any amounts drawn on this facility are included in long-term debt and finance leases, less current maturities, on the Company's consolidated balance sheets. During the fourth quarter 2023, the Company amended the agreement to extend the final maturity of the facility to September 30, 2025 and adjust other terms. The Company may pledge the following types of assets as collateral to secure its obligations under the revolving credit facility: (i) certain take-off and landing rights of the Company at LaGuardia Airport, (ii) certain eligible aircraft spare parts and ground support equipment, (iii) aircraft, spare engines and flight simulators, (iv) real property assets and (v) cash and cash equivalents. The revolving credit facility bears variable interest based on SOFR, plus a 2.00% margin per annum, or another rate, at the Company's election, based on certain market interest rates, plus a 1.00% margin per annum, in each case with a floor of 0%. The 2025 revolving credit facility requires the Company to maintain (i) so long as any loans or letters of credit are outstanding under the 2025 revolving credit facility, unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the 2025 revolving credit facility) aggregating not less than $450.0 million, of which no more than $300.0 million may be derived from unused commitments under the 2025 revolving credit facility, (ii) a minimum ratio of the borrowing base of the collateral described above (determined as the sum of a specified percentage of the appraised value of each type of such collateral) to outstanding obligations under the 2025 revolving credit facility of not less than 1.0 to 1.0 (if the Company does not meet the minimum collateral coverage ratio, it must either provide additional collateral to secure its obligations under the 2025 revolving credit facility or repay the loans under the 2025 revolving credit facility by an amount necessary to maintain compliance with the collateral coverage ratio), and (iii) the pledged take-off and landing rights of the Company at LaGuardia Airport and a specified number of spare engines in the collateral described above so long as any loans or letters of credit are outstanding under the 2025 revolving credit facility. 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 five December 31, 2023, the notes may be converted by noteholders through March 31, 2024. 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 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 December 31, 2023, the conversion rate was 94.9262 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to a conversion price of approximately $10.53 per share of common stock). Refer to Note 3, Current Developments 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 December 31, 2023, the Company had recorded $0.3 million, net of issuance costs and common stock, in additional paid-in-capital o n its consolidated balance sheets 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 consolidated balance sheets as of December 31, 2023 related to its convertible notes due 2025. As of December 31, 2023, the if-converted value exceeds the principal amount of the convertible notes due 2025 by $14.2 million using the average stock price for the twelve months ended December 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 December 31, 2023, the notes did not qualify for conversion by noteholders through March 31, 2024. 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 December 31, 2023, the conversion rate was 24.6649 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to a conversion price of approximately $40.54 per share of common stock). Refer to Note 3, Current Developments 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 of $49.5 million 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 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 $472.6 million, net of the related unamortized debt discount of $27.4 million, recorded within long-term debt and finance leases, less current maturities on the Company's consolidated balance sheets as of December 31, 2023 related to its convertible notes due 2026. For additional information, refer to Note 18, Fair Value Measurements. Adoption of ASU No. 2020-06 In August 2020, the FASB issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." This standard simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments. It eliminates the treasury stock method for convertible instruments and requires application of the “if-converted” method for certain agreements when computing earnings per share. In addition, the standard eliminates the beneficial conversion and cash conversion accounting models that require separate accounting for embedded conversion features and the recognition of a debt discount and related amortization to interest expense of those embedded features. The Company elected to early adopt this standard effective January 1, 2021 using the modified retrospective approach transition method. Therefore, the consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 are presented under the new standard. In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment, net of tax, of $6.1 million to retained earnings on the Company's consolidated balance sheet as of January 1, 2021. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $75.6 million, less related tax of $17.1 million and issuance costs of $2.9 million, from additional paid-in-capital ("APIC") to long-term debt and finance leases on the Company's consolidated balance sheet as of January 1, 2021. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since bifurcation of the instrument into two units of account is no longer required under this standard. Long-term debt is comprised of the following: As of December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in millions) (weighted-average interest rates) 8.00% senior secured notes due in 2025 $ 1,110.0 $ 1,110.0 8.00 % 8.00 % Fixed-rate term loans due through 2039 (1) 1,093.3 1,094.7 5.83 % 3.52 % Unsecured term loans due through 2031 136.3 136.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 256.6 278.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 40.0 48.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 — 63.8 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 172.2 186.3 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 57.4 62.1 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 48.2 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 in 2025 25.1 25.4 4.75 % 4.75 % Convertible notes due in 2026 500.0 500.0 1.00 % 1.00 % Long-term debt $ 3,439.1 $ 3,642.4 Less current maturities 315.3 346.4 Less unamortized discount, net 69.0 95.8 Total $ 3,054.8 $ 3,200.2 (1) Includes obligations related to 15 aircraft recorded as failed sale-leaseback transactions. Refer to Note 14, Leases for additional information. The Company's debt financings entered into solely to finance aircraft acquisition costs are collateralized by first priority security interest in the individual aircraft being financed. During the year ended December 31, 2023 and 2022, the Company made principal payments of $337.5 million and $193.0 million on its outstanding debt obligations, respectively. Extinguishment of Debt During the fourth quarter of 2023, the Company early extinguished $323.3 million of outstanding fixed-rate term loans related to 16 aircraft. In connection with this debt extinguishment, the Company recorded a gain of $15.4 million within loss (gain) on extinguishment of debt on its consolidated statement of operations for the twelve months ended December 31, 2023. In addition, during December 2023, the Company completed 20 sale-leaseback transactions (including 16 previously owned aircraft and 4 unencumbered aircraft) of which, 6 resulted in operating leases and 14 would have been deemed finance leases resulting in failed sale-leaseback transactions. As a result of the 14 failed sale-leaseback transactions, the Company recorded the related debt of $458.0 million recorded within c urrent maturities of long-term debt and finance leases and long-term debt and finance leases, less current maturities. Refer to Note 14, Leases for additional information on the 20 sale-leaseback transactions. At December 31, 2023, long-term debt principal payments for the next five years and thereafter are as follows: December 31, 2023 (in millions) 2024 $ 305.2 2025 1,263.7 2026 670.0 2027 150.3 2028 252.5 2029 and beyond 797.4 Total debt principal payments $ 3,439.1 Interest Expense Interest expense related to long-term debt and finance leases consists of the following: Twelve Months Ended December 31, 2023 2022 2021 (in thousands) 8.00% senior secured notes (1) $ 93,010 $ 47,954 $ 51,897 Fixed-rate term loans 37,213 41,446 42,765 Unsecured term loans 1,363 1,363 1,168 Class A 2015-1 EETC 10,962 11,874 12,781 Class B 2015-1 EETC 1,954 2,312 2,669 Class C 2015-1 EETC 777 3,424 3,988 Class AA 2017-1 EETC 5,990 6,464 6,938 Class A 2017-1 EETC 2,159 2,330 2,501 Class B 2017-1 EETC 1,881 2,016 2,189 Class C 2017-1 EETC 522 4,367 4,367 Convertible notes (2) (3,778) (68) 6,997 Revolving credit facilities — — 1,733 Finance leases 30 57 93 Commitment and other fees 1,655 2,162 2,243 Amortization of deferred financing costs 15,453 14,204 13,282 Total $ 169,191 $ 139,905 $ 155,611 (1) Includes $4.2 million, $1.4 million and $1.3 million of accretion and $88.8 million, $46.5 million and $50.6 million of interest expense for the twelve months ended December 31, 2023, 2022, and 2021 respectively. (2) Includes $14.3 million and $20.3 million of amortization of the discount for the convertible notes due 2026 as well as interest expense for the convertible notes due 2025 and 2026, offset by $18.1 million and $20.3 million of favorable mark to market adjustments for the convertible notes due 2026 for the twelve months ended December 31, 2023 and December 31, 2022. Includes $7.0 million of interest expense for the convertible notes due 2025 and convertible notes due 2026 for the twelve months ended December 31, 2021. As of both December 31, 2023 and 2022, the Company had a line of credit for $20.1 million, related to corporate credit cards. Respectively, the Company had drawn $1.5 million and $1.8 million as of December 31, 2023 and 2022, which is included in accounts payable. |
Leases
Leases | 12 Months Ended |
Dec. 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 leases 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 consolidated balance sheets as a right-of-use asset and lease liability. Lease terms are generally 4 to 18 years for aircraft and up to 99 years for other leased equipment and property. As of December 31, 2023, the Company had a fleet consisting of 205 A320 family aircraft. As of December 31, 2023, the Company had 117 aircraft financed under operating leases with lease term expirations between 2025 and 2041. In addition, the Company owned 73 aircraft of which, as of December 31, 2023, 17 were unencumbered. The Company also had 15 aircraft that would have been deemed finance leases resulting in failed sale-leaseback transactions. The related finance obligation is recorded within long-term debt in the Company's consolidated balance sheets. Refer to Note 13, Debt and Other Obligations for additional information. The related asset is recorded within flight equipment in the Company's consolidated balance sheets. As of December 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 28, of which, as of December 31, 2023, 4 were unencumbered and 24 were pledged as collateral under the Company's revolving credit facility maturing in 2025. Total rent expense for the years ended 2023, 2022 and 2021 was $673.2 million, $537.9 million and $449.4 million, respectively. Total rental expense for aircraft and engine operating leases for the years ended December 31, 2023, 2022 and 2021 was $381.2 million, $282.4 million and $246.6 million, respectively. 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. 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 costs adjustments for aircraft and engines purchased off lease or lease extensions or amendments. The Company expensed $14.0 million, $16.5 million and $31.7 million of supplemental rent recorded within aircraft rent during 2023, 2022 and 2021, respectively. During the twelve months ended December 31, 2023, the Company took delivery of 13 new aircraft under direct operating leases, 10 new aircraft under sale-leaseback transactions and 4 engines purchased with cash. Under Topic 842, gains and losses on sale-leaseback transactions, subject to adjustment for off-market terms, are recognized immediately and recorded within gain/loss on disposal of assets on the Company's consolidated statements of operations. Refer to Note 5, Loss on Disposal of Assets for additional information on the losses recorded related to the sale-leaseback transactions entered into during the twelve months ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the Company's finance lease obligations relate to the lease of computer equipment used by the Company's flight crew and office equipment. Payments under these finance lease agreements are fixed for terms ranging from 4 to 5 years. Finance lease assets are recorded within property and equipment and the related liabilities are recorded within long-term debt and finance leases in the Company's consolidated balance sheets. 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 an expected completion during the first quarter of 2024. As of December 31, 2023, the 8.5-acre parcel of land and $184.6 million in related construction costs were capitalized within ground property and equipment on the Company's 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 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 consolidated balance sheets as of December 31, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain and unknown. Finance Leases Operating Leases Total Operating and Finance Lease Obligations Aircraft and Spare Engine Leases Property Facility Leases Other (in thousands) 2024 $ 251 $ 446,331 $ 6,623 $ 177 $ 453,382 2025 154 430,843 4,143 — 435,140 2026 76 404,529 3,994 — 408,599 2027 27 388,569 3,166 — 391,762 2028 1 367,803 1,754 — 369,558 2029 and thereafter — 3,539,416 143,340 — 3,682,756 Total minimum lease payments $ 509 $ 5,577,491 $ 163,020 $ 177 $ 5,741,197 Less amount representing interest 29 2,083,159 133,791 2 2,216,981 Present value of minimum lease payments $ 480 $ 3,494,332 $ 29,229 $ 175 $ 3,524,216 Less current portion 236 219,852 4,838 175 225,101 Long-term portion $ 244 $ 3,274,480 $ 24,391 $ — $ 3,299,115 Commitments related to the Company's noncancellable short-term operating leases not recorded on the Company's consolidated balance sheets are expected to be $3.6 million for 2024 and none for 2025 and beyond. The table below presents information for lease costs related to the Company's finance and operating leases: Year Ended December 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 451 $ 751 Interest of lease liabilities 30 57 Operating lease cost Operating lease cost (1) 377,505 225,112 Short-term lease cost (1) 39,916 41,696 Variable lease cost (1) 227,030 200,965 Total lease cost $ 644,932 $ 468,581 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's consolidated statements of operations. The table below presents lease-related terms and discount rates as of December 31, 2023: December 31, 2023 December 31, 2022 Weighted-average remaining lease term Operating leases 14.8 years 14.6 years Finance leases 2.3 years 2.1 years Weighted-average discount rate Operating leases 6.84 % 6.29 % Finance leases 4.25 % 4.21 % |
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 leases 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 consolidated balance sheets as a right-of-use asset and lease liability. Lease terms are generally 4 to 18 years for aircraft and up to 99 years for other leased equipment and property. As of December 31, 2023, the Company had a fleet consisting of 205 A320 family aircraft. As of December 31, 2023, the Company had 117 aircraft financed under operating leases with lease term expirations between 2025 and 2041. In addition, the Company owned 73 aircraft of which, as of December 31, 2023, 17 were unencumbered. The Company also had 15 aircraft that would have been deemed finance leases resulting in failed sale-leaseback transactions. The related finance obligation is recorded within long-term debt in the Company's consolidated balance sheets. Refer to Note 13, Debt and Other Obligations for additional information. The related asset is recorded within flight equipment in the Company's consolidated balance sheets. As of December 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 28, of which, as of December 31, 2023, 4 were unencumbered and 24 were pledged as collateral under the Company's revolving credit facility maturing in 2025. Total rent expense for the years ended 2023, 2022 and 2021 was $673.2 million, $537.9 million and $449.4 million, respectively. Total rental expense for aircraft and engine operating leases for the years ended December 31, 2023, 2022 and 2021 was $381.2 million, $282.4 million and $246.6 million, respectively. 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. 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 costs adjustments for aircraft and engines purchased off lease or lease extensions or amendments. The Company expensed $14.0 million, $16.5 million and $31.7 million of supplemental rent recorded within aircraft rent during 2023, 2022 and 2021, respectively. During the twelve months ended December 31, 2023, the Company took delivery of 13 new aircraft under direct operating leases, 10 new aircraft under sale-leaseback transactions and 4 engines purchased with cash. Under Topic 842, gains and losses on sale-leaseback transactions, subject to adjustment for off-market terms, are recognized immediately and recorded within gain/loss on disposal of assets on the Company's consolidated statements of operations. Refer to Note 5, Loss on Disposal of Assets for additional information on the losses recorded related to the sale-leaseback transactions entered into during the twelve months ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the Company's finance lease obligations relate to the lease of computer equipment used by the Company's flight crew and office equipment. Payments under these finance lease agreements are fixed for terms ranging from 4 to 5 years. Finance lease assets are recorded within property and equipment and the related liabilities are recorded within long-term debt and finance leases in the Company's consolidated balance sheets. 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 an expected completion during the first quarter of 2024. As of December 31, 2023, the 8.5-acre parcel of land and $184.6 million in related construction costs were capitalized within ground property and equipment on the Company's 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 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 consolidated balance sheets as of December 31, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain and unknown. Finance Leases Operating Leases Total Operating and Finance Lease Obligations Aircraft and Spare Engine Leases Property Facility Leases Other (in thousands) 2024 $ 251 $ 446,331 $ 6,623 $ 177 $ 453,382 2025 154 430,843 4,143 — 435,140 2026 76 404,529 3,994 — 408,599 2027 27 388,569 3,166 — 391,762 2028 1 367,803 1,754 — 369,558 2029 and thereafter — 3,539,416 143,340 — 3,682,756 Total minimum lease payments $ 509 $ 5,577,491 $ 163,020 $ 177 $ 5,741,197 Less amount representing interest 29 2,083,159 133,791 2 2,216,981 Present value of minimum lease payments $ 480 $ 3,494,332 $ 29,229 $ 175 $ 3,524,216 Less current portion 236 219,852 4,838 175 225,101 Long-term portion $ 244 $ 3,274,480 $ 24,391 $ — $ 3,299,115 Commitments related to the Company's noncancellable short-term operating leases not recorded on the Company's consolidated balance sheets are expected to be $3.6 million for 2024 and none for 2025 and beyond. The table below presents information for lease costs related to the Company's finance and operating leases: Year Ended December 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 451 $ 751 Interest of lease liabilities 30 57 Operating lease cost Operating lease cost (1) 377,505 225,112 Short-term lease cost (1) 39,916 41,696 Variable lease cost (1) 227,030 200,965 Total lease cost $ 644,932 $ 468,581 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's consolidated statements of operations. The table below presents lease-related terms and discount rates as of December 31, 2023: December 31, 2023 December 31, 2022 Weighted-average remaining lease term Operating leases 14.8 years 14.6 years Finance leases 2.3 years 2.1 years Weighted-average discount rate Operating leases 6.84 % 6.29 % Finance leases 4.25 % 4.21 % |
Defined Contribution 401(k) Pla
Defined Contribution 401(k) Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution 401(k) Plan | Defined Contribution 401(k) Plan The Company sponsors three defined contribution 401(k) plans, Spirit Airlines, Inc. Employee Retirement Savings Plan (first plan), Spirit Airlines, Inc. Pilots’ Retirement Savings Plan (second plan) and Spirit Airlines, Inc. Puerto Rico Retirement Savings Plan (third plan). The first plan is for all employees that are not covered by the pilots’ collective bargaining agreement, who have at least 60 days of service and have attained the age of 21. The second plan is for the Company’s pilots, and contains the same service requirements as the first plan. Beginning on March 1, 2018, the Company contributed 11% of the individual pilot's annual compensation, regardless of the pilot's contributions to the plan. The Company's contribution increased by 1% on an annual basis each March until 2022, at which time the contribution was 15%. Beginning on January 1, 2024, the Company's contribution increased to 16%. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of the provision for income taxes from continuing operations are as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 5,449 $ — $ — State and local 1,309 327 568 Foreign 1,350 1,695 1,183 Total current expense (benefit) 8,108 2,022 1,751 Deferred: Federal (115,905) (141,251) (47,468) State and local (3,334) (7,360) (2,034) Total deferred expense (benefit) (119,239) (148,611) (49,502) Total income tax expense (benefit) $ (111,131) $ (146,589) $ (47,751) The income tax provision differs from that computed at the federal statutory corporate tax rate as follows: Year Ended December 31, 2023 2022 2021 Expected provision at federal statutory tax rate 21.0 % 21.0 % 21.0 % State tax expense, net of federal benefit 1.5 % 1.6 % 0.8 % Permanent tax differences (1.3) % (0.6) % (0.4) % Premium on convertible debt repurchase — % — % (11.4) % Valuation allowance (1.2) % (0.8) % (0.5) % Other (0.1) % (0.3) % (0.3) % Total income tax expense (benefit) 19.9 % 20.9 % 9.2 % The Company accounts for income taxes using the asset and liability method. Deferred taxes are recorded based on differences between the consolidated financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. At December 31, 2023 and 2022, the significant components of the Company's deferred taxes consisted of the following: December 31, 2023 2022 (in thousands) Deferred tax assets: Income tax credits $ 4,298 $ 4,306 Net operating losses 328,977 340,023 Deferred revenue 25,924 20,751 Nondeductible accruals 32,899 25,738 Deferred manufacturing credits 14,556 14,054 Loan liability 115,161 11,404 Operating lease liability 797,778 598,097 Interest expense 51,305 38,327 Other 38,910 27,190 Valuation allowance (17,654) (10,852) Deferred tax assets 1,392,154 $ 1,069,038 Deferred tax liabilities: Property, plant and equipment 612,571 634,018 Accrued aircraft and engine maintenance 70,997 38,755 Right-of-use asset 803,232 608,176 Other 13,115 14,932 Deferred tax liabilities 1,499,915 1,295,881 Net deferred tax assets (liabilities) $ (107,761) $ (226,843) In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized. In evaluating the Company’s ability to utilize its deferred tax assets, it considered all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis. As of December 31, 2023 and 2022, the Company had a valuation allowance of $17.7 million and $10.9 million, respectively, against certain deferred tax assets related to equity compensation for executives due to changes in tax law resulting from the Tax Cuts and Jobs Act ("TCJA"), state net operating loss carryforwards and foreign tax credits. As of December 31, 2023, the Company had $2.8 million of foreign tax credits, $1.4 million of general business tax credits, $1.4 billion of federal net operating loss and $643.5 million of state net operating loss available, that may be applied against future tax liabilities. The foreign tax credits will begin to expire in 2025, the state net operating losses will begin to expire in 2027, the general business credits will begin to expire in 2038 and there is no expiration of federal net operating losses. For tax years ended December 31, 2023, 2022 and 2021, the Company did not recognize any liabilities for uncertain tax positions nor any interest and penalties on unrecognized tax benefits. For tax years 2023, 2022 and 2021, all income for the Company is subject to domestic income taxes. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company's federal income tax returns for 2020 through 2022 tax years are still subject to examination in the United States Various state and foreign jurisdiction tax years also remain open to examination. The Company believes that any potential assessment would be immaterial to its consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 December 31, 2023, the Company's firm aircraft orders consisted of 99 A320 family aircraft with Airbus, including A320neos and A321neos, with deliveries expected through 2029. On July 31, 2023, the Company entered into Amendment No. 6 (the “Amendment”) to the A320 NEO Family Purchase Agreement, dated as of December 20, 2019 (the “Airbus Purchase Agreement”) with Airbus S.A.S. (“Airbus”). The Amendment converts the remaining A319neo aircraft to be delivered under the Airbus Purchase Agreement to A321neo aircraft. The Amendment also (i) defers certain A320neo aircraft deliveries from 2024 to 2025 and later years, (ii) extends delivery dates for certain A320neo and A321neo aircraft deliveries from 2025-2027 to 2025-2029 and (iii) adjusts the timing of option aircraft delivery dates from 2026-2028 to 2027-2029. In addition, the Amendment creates a more equal distribution of aircraft deliveries and option rights across the delivery periods. As of December 31, 2023, the Company had secured financing for 18 aircraft, scheduled for delivery from Airbus through 2025, which will be financed through sale-leaseback transactions. The Company did not have financing commitments in place for the remaining 81 Airbus aircraft currently on firm order, which are scheduled for delivery through 2029. However, the Company has signed 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. The agreement provides a standby credit facility in the form of senior secured mortgage debt financing. The contractual purchase amounts for these aircraft are included within the purchase 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 December 31, 2023, the Company is committed to purchase 19 PW1100G-JM spare engines, with deliveries through 2029. As of December 31, 2023, committed expenditures for these aircraft and spare engines, including estimated amounts for contractual price escalations and pre-delivery payments, are expected to be $507.6 million in 2024, $1,018.6 million in 2025, $1,034.3 million in 2026, $1,100.0 million in 2027, $1,035.2 million in 2028, and $923.8 million in 2029 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. For further discussion on this topic, please refer to "Risk Factors - Risks Related to Our Business - Any tariffs imposed on commercial aircraft and related parts imported from outside the United States may have a material adverse effect on our fleet, business, financial condition and our results of operations." In addition to the aircraft purchase agreement, as of December 31, 2023, the Company had secured financing for 22 aircraft to be leased directly from third-party lessors, scheduled for delivery through 2025. As of December 31, 2023, aircraft rent commitments for future aircraft deliveries to be financed under direct leases from third-party lessors and sale-leaseback transactions are expected to be approximately $72.4 million in 2024, $167.8 million in 2025, $183.3 million in 2026, $183.3 million in 2027, $183.3 million in 2028, and $1,409.3 million in 2029 and beyond. Interest commitments related to the secured debt financing of 71 aircraft as of December 31, 2023 are $80.2 million in 2024, $73.6 million in 2025, $67.3 million in 2026, $60.2 million in 2027, $51.7 million in 2028, and $204.5 million in 2029 and beyond. As of December 31, 2023, interest commitments related to the Company's 8.00% senior secured notes, convertible debt financing, unsecured term loans and revolving credit facility are $96.7 million in 2024, $89.4 million in 2025, $5.9 million in 2026, $3.4 million in 2027, $3.4 million in 2028, and $7.1 million in 2029 and beyond. For principal commitments related to the Company's outstanding debt obligations, refer to Note 13, 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 December 31, 2023: $65.0 million in 2024, $27.5 million in 2025, $18.1 million in 2026, $18.0 million in 2027, $1.9 million in 2028, and none in 2029 and beyond. During the first quarter of 2018, the Company entered into a contract renewal with its reservation system provider which expires in 2028. Litigation The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations. 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 ("EDNY") 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 EDNY; however, following the plaintiff's appeal to the Second Circuit, the case was remanded to the EDNY 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 EDNY 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 EDNY 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 was set to begin on January 16, 2024. In June 2023, the Company reached a tentative settlement in mediation for a maximum amount of $8.3 million. The EDNY issued a preliminary approval order on September 21, 2023, and the final approval hearing was held on December 11, 2023. The total amount paid depends on a number of factors, including participation of class members and any conditions on the settlement approved by the EDNY. Currently, the Company's best estimate of the probable loss associated with the settlement is $6.0 million, and the Company has recorded this amount in other operating expenses within its consolidated statements of operations. On February 27, 2023, ALPA filed a grievance against the Company claiming that it violated the collective bargaining agreement (“CBA”) by excluding its pilots from the Company's retention award programs granted as part of the Former Frontier Merger Agreement and the Merger Agreement with JetBlue. On September 8, 2023, the Company filed a motion to dismiss the grievance, as it does not believe that ALPA filed the grievance within the timeline set forth in the CBA. As of December 31, 2023, the potential outcomes of this claim 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 a loss in this matter is not probable and has not recognized a loss contingency. Employees The Company has six union-represented employee groups that together represent approximately 85% of all employees at December 31, 2023. The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of December 31, 2023. Employee Groups Representative Amendable Date (1) Percentage of Workforce Pilots Air Line Pilots Association, International (ALPA) January 2025 27% Flight Attendants Association of Flight Attendants (AFA-CWA) January 2026 47% 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. The ratified agreement includes increased pay rates and other enhanced benefits. In February 2023, the Company and AFA-CWA reached an 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. In August 2022, the Company's aircraft maintenance technicians ("AMTs") voted to be represented by the Aircraft Mechanics Fraternal Association ("AMFA") as their collective bargaining agent. As of December 31, 2023, the Company employed approximately 700 AMTs. In November 2022, AMFA notified the Company of its intent to negotiate a CBA and began negotiations. In October 2023, AMFA filed for mediation with the National Mediation Board (“NMB”). The Company is currently waiting for mediation dates from the NMB to continue negotiating with AMFA. In May 2023, PAFCA provided notice to the Company that it intends to amend its Collective Bargaining Agreement with its dispatchers. The parties began negotiating changes to the CBA on July 12, 2023. As of December 31, 2023, the Company continued to negotiate with PAFCA. The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $9.1 million and $11.0 million, for health care claims as of December 31, 2023, and 2022, respectively, recorded within other current liabilities on the Company's consolidated balance sheet. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 has 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 December 31, 2023 and December 31, 2022, were as follows: As of December 31, 2023 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Fair value level hierarchy (in millions) 8.00% senior secured notes $ 1,110.0 $ 1,121.9 $ 1,110.0 $ 1,085.0 Level 3 Fixed-rate term loans 1,093.3 1,099.9 1,094.7 1,003.9 Level 3 Unsecured term loans 136.3 128.3 136.3 116.0 Level 3 2015-1 EETC Class A 256.6 230.8 278.6 247.5 Level 2 2015-1 EETC Class B 40.0 39.4 48.0 45.6 Level 2 2015-1 EETC Class C — — 63.8 63.1 Level 2 2017-1 EETC Class AA 172.2 149.6 186.3 161.6 Level 2 2017-1 EETC Class A 57.4 48.5 62.1 52.3 Level 2 2017-1 EETC Class B 48.2 42.9 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 42.3 25.4 44.9 Level 2 1.00% convertible notes due 2026 500.0 349.9 500.0 405.1 Level 2 Total long-term debt $ 3,439.1 $ 3,253.5 $ 3,642.4 $ 3,355.0 Cash and Cash Equivalents Cash and cash equivalents at December 31, 2023 and December 31, 2022 are comprised of liquid money market funds and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted Cash Restricted cash is comprised of cash held in account subject to account control agreements or otherwise pledged as collateral against the Company's letters of credit and is categorized as a Level 1 instrument. As of December 31, 2023, the Company had a $85.0 million standby letter of credit secured by $75.0 million of restricted cash, of which $55.9 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 Company's 8.00% senior secured notes. For additional information on the Company's 8.00% senior secured notes, refer to Note 13, Debt and Other Obligations. Short-term Investment Securities Short-term investment securities at December 31, 2023 and December 31, 2022 are classified as available-for-sale and generally consist of U.S. Treasury and U.S. government agency securities with contractual maturities of twelve 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 8, 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 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 consolidated statements of operations and is included in other liabilities within operating activities in the Company's consolidated statements of cash flows. During the twelve months ended December 31, 2023 and 2022, the Company recorded $18.1 million and $20.3 million, respectively, in a favorable mark to market adjustment, 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 13, Debt and Other Obligations. Assets and liabilities measured at gross fair value on a recurring basis are summarized below: Fair Value Measurements as of December 31, 2023 Total Level Level Level (in millions) Cash and cash equivalents $ 865.2 $ 865.2 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 112.5 112.5 — — Total assets $ 1,097.1 $ 1,097.1 $ — $ — Derivative liability $ 11.1 $ — $ 11.1 $ — Total liabilities $ 11.1 $ — $ 11.1 $ — 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 — — Total assets $ 1,572.9 $ 1,572.9 $ — $ — Total liabilities $ 29.2 $ — $ 29.2 $ — |
Operating Segments and Related
Operating Segments and Related Disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Disclosures | Operating Segments and Related Disclosures The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the Department of Transportation ("DOT") area are summarized below: 2023 2022 2021 (in millions) DOT—Domestic $ 4,676.1 $ 4,371.8 $ 2,824.8 DOT—Latin America and Caribbean 686.4 696.6 406.0 Total $ 5,362.5 $ 5,068.4 $ 3,230.8 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company's management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company's estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. |
Cash and Cash Equivalents, Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of less than three months at the date of acquisition to be cash equivalents. Investments included in this category primarily consist of cash and money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. Restricted Cash The Company's restricted cash is comprised of cash held in account subject to account control agreements to be used for the payment of interest and fees on the Company's 8.00% senior secured notes and cash pledged as collateral against the Company's secured letters of credit. |
Short-term Investment Securities | Short-term Investment Securities The 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 twelve months or less. These securities are stated at fair value within current assets on the Company's consolidated balance sheet. For all short-term investments, at each reset period or upon reinvestment, the Company accounts for the transaction as proceeds from the maturity of short-term investment securities for the security relinquished, and purchase of short-term investment securities for the security purchased, in the Company's consolidated statements of cash flows. Realized gains and losses on sales of investments, if any, are reflected in non-operating other (income) expense in the consolidated statements of operations. Unrealized gains and losses on investment securities are reflected as a component of accumulated other comprehensive income. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consist of amounts due from credit card processors associated with the sales of tickets, amounts due from the Internal Revenue Service related to federal excise fuel tax and amounts expected to be received related to the CARES Employee Retention credit |
Income Tax Receivable | Income Tax Receivable Income Taxes The Company accounts for income taxes using the asset and liability method. The Company records a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation of operating property and equipment is computed using the straight-line method applied to each unit of property. Residual values for new aircraft, new engines, major spare rotable parts, avionics and assemblies are generally estimated to be 10%. Property under finance leases and related obligations are initially recorded at an amount equal to the present value of future minimum lease payments computed using the Company's incremental borrowing rate or, when known, the interest rate implicit in the lease. Amortization of property under finance leases is recorded on a straight-line basis over the lease term and is included in depreciation and amortization expense. The depreciable lives used for the principal depreciable asset classifications are: Estimated Useful Life Aircraft, engines and flight simulators 25 Spare rotables and flight assemblies 7 to 25 years Other equipment and vehicles 5 to 7 years Internal use software 3 to 10 years Finance leases Lease term or estimated useful life of the asset Leasehold improvements Lesser of lease term or estimated useful life of the improvement Buildings Lesser of lease term or 30 years The Company accounts for heavy maintenance and major overhaul under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset, the end of the remaining lease term or the next scheduled heavy maintenance event. |
Operating Lease Right-of-Use Asset and Liabilities | Operating Lease Right-of-Use Asset and Liabilities Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, the Company's leases generally do not provide a readily determinable implicit rate. Therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The Company uses publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company has options to extend certain of its operating leases for an additional period of time and options to early terminate several of its operating leases. The lease term consists of the noncancellable period of the lease, periods covered by options to extend the lease if the Company is reasonably certain to exercise the option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the option and periods covered by an option to extend or not terminate the lease in which the exercise of the option is controlled by the lessor. The Company's lease agreements do not contain any residual value guarantees. The Company elected to not separate non-lease components from the associated lease component for all underlying classes of assets with lease and non-lease components. |
Pre-Delivery Deposits On Flight Equipment | Pre-Delivery Deposits on Flight Equipment The Company is required to make pre-delivery deposit payments ("PDPs") towards the purchase price of each new aircraft and engine prior to the scheduled delivery date. These deposits are initially classified as pre-delivery deposits on flight equipment on the Company's consolidated balance sheets until the aircraft or engine is delivered, at which time the related PDPs are deducted from the final purchase price of the aircraft or engine and are reclassified to flight equipment on the Company's consolidated balance sheets. In addition, the Company capitalizes the interest that is attributable to the outstanding PDP balances as a percentage of the related debt on which interest is incurred. Capitalized interest represents interest cost incurred during the acquisition period of a long-term asset, and is the amount which theoretically could have been avoided had the Company not paid PDPs for the related aircraft or engines. |
Measurement of Asset Impairments | Measurement of Asset Impairments The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired, the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of those assets, and the net book value of the assets exceeds their estimated fair value. Factors which could be indicators of impairment include but are not limited to (1) a decision to permanently remove flight equipment or other long-lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in related fair values and (5) changes to the regulatory environment. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Company’s operations, and estimated salvage values. During 2023, the Company did not recognize impairment-related charges. During the fourth quarter of 2022, the Company made the decision to accelerate the retirement of 29 of its A319 aircraft, which were owned and unencumbered, as of December 31, 2022. In January 2023, the Company executed a purchase agreement to sell these aircraft over the next two years. The Company concluded that Management’s plan to early retire and ultimately sell these 29 A319 aircraft is an impairment indicator which required the Company to test the recoverability of the related asset group as of December 31, 2022. No impairment indicators existed and no charges were necessary under applicable accounting standards as of December 31, 2022, for the remaining flight equipment, which together represent one asset group. The Company concluded that the net book value of this specific asset group of owned A319 aircraft is not recoverable as of December 31, 2022, due to changes to the estimated future cash flows primarily driven by the significant reductions to their remaining operating lives. As a result, during 2022, the Company recognized $333.7 million in impairment-related charges for the amount by which the carrying amount of this asset group, including the related net capitalized maintenance, exceeded its estimated fair value. During 2022, the impairment charges were recorded within special charges (credits) in the Company’s consolidated statement of operations. The fair values of these assets were determined using Level 3 fair value inputs primarily based on the agreed upon sales price for each aircraft, adjusted for estimated utilization in the period of operation from December 31, 2022 to the expected future sales date. For additional information, refer to Note 4, Special Charges and Credits. |
Revenues | Passenger Revenues Fare revenues. Non-fare revenues. Non-fare revenues is primarily comprised of certain ancillary items such as bags, seats and other travel-related fees, which are deemed part of the single performance obligation of providing passenger transportation. These ancillary items are recognized in non-fare revenues within passenger revenues, at the time of departure. In addition, non-fare revenues related to other travel-related programs and services provided are recognized as deemed appropriate. The following table shows disaggregated operating revenues for the twelve months ended December 31, 2023, 2022 and 2021: Twelve Months Ended December 31, 2023 2022 2021 (in thousands) Operating revenues: Fare $ 2,338,191 $ 2,455,817 $ 1,422,927 Non-fare 2,929,970 2,533,548 1,752,875 Total passenger revenues 5,268,161 4,989,365 3,175,802 Other 94,388 79,082 54,973 Total operating revenues $ 5,362,549 $ 5,068,447 $ 3,230,775 Changes and cancellations. An unused ticket expires at the date of scheduled travel, at which time a service charge is assessed, and is recognized as revenue at the date of scheduled travel. However, customers may elect to change or cancel their itinerary prior to the date of departure. For changes, a service charge is recognized at time of departure of newly scheduled travel and is deducted from the face value of the original purchase price of the ticket, and the original ticket becomes invalid. For cancellations, a service charge is assessed and the amount remaining after deducting the service charge is called a credit shell which generally expires 90 days from the date the credit shell is created. Credit shells can be used towards the purchase of a new ticket and the Company’s other service offerings. Both service charge and credit shell amounts are recorded as deferred revenue and amounts expected to expire unused are estimated based on historical experience. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment. Assumptions used to generate breakage estimates can be impacted by several factors including, but not limited to, changes to the Company's ticketing policies, changes to the Company’s refund, exchange, and credit shell policies, and economic factors. The amount of credit shells issued varies, primarily due to the flight delays and cancellation events throughout the year. The Company generally experiences some variability in the amount of breakage revenue recognized throughout the year and expects some variability in the amount of breakage revenue recorded in future periods, as the estimates of the portion of those funds that will expire unused may differ from historical experience. Other Revenues Other revenues primarily consist of the marketing component of the sale of loyalty points to the Company's credit card partner and commissions revenue from the sale of various items such as hotels and rental cars. Loyalty Program The Company operates the Free Spirit loyalty program (the "Free Spirit Program"), which attracts members and partners and builds customer loyalty for the Company by offering a variety of awards, benefits and services. Free Spirit Program members earn and accrue points for dollars spent on Spirit for flights and other non-fare services as well as services from non-air partners such as retail merchants, hotels or car rental companies or by making purchases with credit cards issued by partner banks and financial services providers. Points are redeemable by customers in future periods for air travel on Spirit. To reflect the point credits earned, the program includes two types of transactions that are considered revenue arrangements with multiple performance obligations: (1) points earned with travel and (2) points sold to its co-branded credit card partner. Passenger ticket sales earning points. Passenger ticket sales earning points provide customers with (1) points earned and (2) air transportation. The Company values each performance obligation on a stand-alone basis and allocates the consideration to each performance obligation based on their relative fair value. To value the point credits earned, the Company considers the quantitative value a passenger receives by redeeming points for a ticket rather than paying cash, which is referred to as equivalent ticket value ("ETV"). The Company defers revenue for the points when earned and recognizes loyalty travel awards in passenger revenue as the points are redeemed and services are provided. The Company records the air transportation portion of the passenger ticket sales in air traffic liability and recognizes passenger revenue when transportation is provided or if the ticket goes unused, at the date of scheduled travel. Sale of points. Customers may earn points based on their spending with the Company's co-branded credit card company with which the Company has an agreement to sell points. The contract to sell points under this agreement has multiple performance obligations, as discussed below. The Company's co-branded credit card agreement provides for joint marketing where cardholders earn points for making purchases using co-branded cards. During 2023, the Company extended its agreement with the administrator of the Free Spirit affinity credit card program through December 31, 2028. The Company accounts for this agreement consistently with the accounting method that allocates the consideration received to the individual products and services delivered. The value is allocated based on the relative stand-alone selling prices of those products and services, which generally consists of (i) points to be awarded, (ii) airline benefits, (iii) licensing of brand and access to member lists and (iv) advertising and marketing efforts. The Company determined the estimate of the stand-alone selling prices by considering discounted cash flow analysis using multiple inputs and assumptions, including: (1) the expected number of points awarded and number of points redeemed, (2) the estimated stand-alone selling price of the award travel obligation and airline benefits, (3) licensing of brand access to member lists and (4) the cost of advertising and marketing efforts undertaken by the Company. The Company defers the amount for award travel obligation as part of loyalty deferred revenue. These amounts that are expected to be redeemed during the following twelve months are recorded within ATL on the consolidated balance sheet and the portion that is not expected to be redeemed during the following twelve months is recorded within long-term liabilities on the consolidated balance sheet. In addition, the Company recognizes loyalty travel awards in passenger revenue as the points are used for travel. Revenue allocated to advertising and the remaining performance obligations, primarily marketing components, is recorded in other revenue over time as points are delivered. Total unrecognized revenue from future Free Spirit Program was $104.6 million and $81.3 million at December 31, 2023 and 2022, respectively. The current portion of this balance is recorded within air traffic liability and the long-term portion of this balance is recorded within deferred gains and other long-term liabilities in the accompanying consolidated balance sheets. For points that the Company estimates are not likely to be redeemed ("breakage"), the Company recognizes the associated value proportionally during the period in which the remaining points are redeemed. Management uses statistical models to estimate breakage based on historical redemption patterns. A change in assumptions as to the period over which points are expected to be redeemed, the actual redemption activity for points or the estimated fair value of points expected to be redeemed could have an impact on revenues in the year in which the change occurs and in future years. Current activity of loyalty program. Points are combined in one homogeneous pool and are not separately identifiable. As such, revenue is composed of points that were part of the loyalty deferred revenue balance at the beginning of the period as well as points that were issued during the period. |
Airframe and Engine Maintenance | Airframe and Engine Maintenance The Company accounts for heavy maintenance and major overhaul under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset, the end of the remaining lease term or the next scheduled heavy maintenance event. The Company outsources certain routine, non-heavy maintenance functions under contracts that require payment on a utilization basis, primarily based on flight hours. Costs incurred for maintenance and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are expensed based on contractual payment terms. All other costs for routine maintenance of the airframes and engines are charged to expense as performed. |
Leased Aircraft Return Costs | Leased Aircraft Return Costs The Company's aircraft lease agreements often contain provisions that require the Company to return aircraft airframes, engines and other aircraft components to the lessor in a certain condition or pay an amount to the lessor based on the airframe and engine's actual return condition. Lease return costs include all costs that would be incurred at the return of the aircraft, including costs incurred to repair the airframe and engines to the required condition as stipulated by the lease. Lease return costs are recognized beginning when it is probable that such costs will be incurred and they can be estimated. |
Aircraft Fuel | Aircraft Fuel Aircraft fuel expense includes jet fuel and associated into-plane costs, taxes, and oil, and realized and unrealized gains and losses associated with fuel derivative contracts, if any. |
Advertising | Advertising |
Income Taxes | Income Tax Receivable Income Taxes The Company accounts for income taxes using the asset and liability method. The Company records a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some |
Stock-Based Compensation | Stock-Based Compensation |
Concentrations of Risk | Concentrations of Risk The Company’s business may be adversely affected by increases in the price of aircraft fuel, the volatility of the price of aircraft fuel, or both. Aircraft fuel, one of the Company’s largest expenditures, represented approximately 31%, 34% and 28% of total operating expenses in 2023, 2022 and 2021, respectively. The Company’s operations are largely concentrated in the southeast United States with Fort Lauderdale being the highest volume fueling point in the system. Gulf Coast Jet indexed fuel is the basis for a substantial majority of the Company’s fuel consumption. Any disruption to the oil production or refinery capacity in the Gulf Coast, as a result of weather or any other disaster, or disruptions in supply of jet fuel, dramatic escalations in the costs of jet fuel and/or the failure of fuel providers to perform under fuel arrangements for other reasons could have a material adverse effect on the Company’s financial condition and results of operations. The Company’s operations will continue to be vulnerable to weather conditions (including hurricane season or snow and severe winter weather), which could disrupt service or create air traffic control problems. These events may result in decreased revenue and/or increased costs. The Company relies on a limited number of vendors for the delivery of additional aircraft and engines - currently Airbus A320-family, single-aisle aircraft, powered by engines manufactured by IAE and Pratt & Whitney. Due to the relatively small size of the Company's fleet and high utilization rate, the unavailability of aircraft and engines, as well as the reduced capacity, resulting from delivery delays or performance issues from these vendors, could have a material adverse effect on the Company’s business, results of operations and financial condition. Refer to Note 3, Current Developments, for additional information on the Pratt & Whitney engine performance issues. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB accounting standard codification (ASC) with the SEC's regulations. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company is currently evaluating the impact of the amendment, which is not expected to be material. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Depreciable Lives Used for the Principal Depreciable Asset Classifications and Components of Depreciation and Amortization | The depreciable lives used for the principal depreciable asset classifications are: Estimated Useful Life Aircraft, engines and flight simulators 25 Spare rotables and flight assemblies 7 to 25 years Other equipment and vehicles 5 to 7 years Internal use software 3 to 10 years Finance leases Lease term or estimated useful life of the asset Leasehold improvements Lesser of lease term or estimated useful life of the improvement Buildings Lesser of lease term or 30 years Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation $ 218,106 $ 199,118 $ 193,079 Amortization of heavy maintenance 79,768 96,707 91,929 Amortization of capitalized software 22,998 17,265 12,203 Total depreciation and amortization $ 320,872 $ 313,090 $ 297,211 |
Schedule of Revenue Disaggregation | The following table shows disaggregated operating revenues for the twelve months ended December 31, 2023, 2022 and 2021: Twelve Months Ended December 31, 2023 2022 2021 (in thousands) Operating revenues: Fare $ 2,338,191 $ 2,455,817 $ 1,422,927 Non-fare 2,929,970 2,533,548 1,752,875 Total passenger revenues 5,268,161 4,989,365 3,175,802 Other 94,388 79,082 54,973 Total operating revenues $ 5,362,549 $ 5,068,447 $ 3,230,775 |
Schedule of Total Cash Proceeds Received from the Sale of Mileage Credit | The following table illustrates total cash proceeds received from the sale of points and the portion of such proceeds recognized in non-ticket revenue immediately as marketing component: Consideration received from credit card loyalty programs Portion of proceeds recognized immediately as marketing component Year Ended (in thousands) December 31, 2023 $ 93,147 $ 48,071 December 31, 2022 80,970 40,987 December 31, 2021 48,035 23,681 |
Schedule of Aircraft Maintenance Expense | The table below summarizes the components of the Company’s maintenance cost: Year Ended December 31, 2023 2022 2021 (in thousands) Utilization-based maintenance expense $ 117,458 $ 97,930 $ 81,591 Non-utilization-based maintenance expense 105,881 89,890 77,911 Total maintenance, materials and repairs $ 223,339 $ 187,820 $ 159,502 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Included in Other Current Liabilities | Accrued liabilities included in other current liabilities as of December 31, 2023 and 2022 consist of the following: As of December 31, 2023 2022 (in thousands) Salaries, wages and benefits $ 187,723 $ 154,881 Airport obligations 125,278 84,928 Federal excise and other passenger taxes and fees payable 104,447 96,424 Fuel 64,149 76,979 Aircraft maintenance 58,800 59,243 Aircraft and facility lease obligations 36,115 22,068 Interest payable 24,732 32,613 Other 104,054 29,194 Other current liabilities $ 705,298 $ 556,330 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of the Status of the Company's Restricted Stock Shares | A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of December 31, 2023 and changes during the year ended December 31, 2023 is presented below: Number of Shares Weighted-Average Outstanding at December 31, 2022 624,452 24.76 Granted 500,648 19.58 Vested (372,788) 25.53 Forfeited (46,424) 21.04 Outstanding at December 31, 2023 705,888 20.93 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Common Share | The following table sets forth the computation of basic and diluted earnings (loss) per common share: Year Ended December 31, 2023 2022 2021 (in thousands, except per-share amounts) Numerator: Net income (loss) $ (447,464) $ (554,150) $ (472,569) Denominator: Weighted-average shares outstanding, basic 109,152 108,751 105,000 Effect of dilutive stock awards — — — Adjusted weighted-average shares outstanding, diluted 109,152 108,751 105,000 Earnings (loss) per share: Basic earnings (loss) per common share $ (4.10) $ (5.10) $ (4.50) Diluted earnings (loss) per common share $ (4.10) $ (5.10) $ (4.50) |
Debt and Other Obligations (Tab
Debt and Other Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt is comprised of the following: As of December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in millions) (weighted-average interest rates) 8.00% senior secured notes due in 2025 $ 1,110.0 $ 1,110.0 8.00 % 8.00 % Fixed-rate term loans due through 2039 (1) 1,093.3 1,094.7 5.83 % 3.52 % Unsecured term loans due through 2031 136.3 136.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 256.6 278.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 40.0 48.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 — 63.8 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 172.2 186.3 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 57.4 62.1 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 48.2 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 in 2025 25.1 25.4 4.75 % 4.75 % Convertible notes due in 2026 500.0 500.0 1.00 % 1.00 % Long-term debt $ 3,439.1 $ 3,642.4 Less current maturities 315.3 346.4 Less unamortized discount, net 69.0 95.8 Total $ 3,054.8 $ 3,200.2 (1) Includes obligations related to 15 aircraft recorded as failed sale-leaseback transactions. Refer to Note 14, Leases for additional information. |
Schedule of Maturities of Long-term Debt | At December 31, 2023, long-term debt principal payments for the next five years and thereafter are as follows: December 31, 2023 (in millions) 2024 $ 305.2 2025 1,263.7 2026 670.0 2027 150.3 2028 252.5 2029 and beyond 797.4 Total debt principal payments $ 3,439.1 |
Schedule of Interest Expense on Long-term Debt and Capital Leases | Interest expense related to long-term debt and finance leases consists of the following: Twelve Months Ended December 31, 2023 2022 2021 (in thousands) 8.00% senior secured notes (1) $ 93,010 $ 47,954 $ 51,897 Fixed-rate term loans 37,213 41,446 42,765 Unsecured term loans 1,363 1,363 1,168 Class A 2015-1 EETC 10,962 11,874 12,781 Class B 2015-1 EETC 1,954 2,312 2,669 Class C 2015-1 EETC 777 3,424 3,988 Class AA 2017-1 EETC 5,990 6,464 6,938 Class A 2017-1 EETC 2,159 2,330 2,501 Class B 2017-1 EETC 1,881 2,016 2,189 Class C 2017-1 EETC 522 4,367 4,367 Convertible notes (2) (3,778) (68) 6,997 Revolving credit facilities — — 1,733 Finance leases 30 57 93 Commitment and other fees 1,655 2,162 2,243 Amortization of deferred financing costs 15,453 14,204 13,282 Total $ 169,191 $ 139,905 $ 155,611 (1) Includes $4.2 million, $1.4 million and $1.3 million of accretion and $88.8 million, $46.5 million and $50.6 million of interest expense for the twelve months ended December 31, 2023, 2022, and 2021 respectively. (2) Includes $14.3 million and $20.3 million of amortization of the discount for the convertible notes due 2026 as well as interest expense for the convertible notes due 2025 and 2026, offset by $18.1 million and $20.3 million of favorable mark to market adjustments for the convertible notes due 2026 for the twelve months ended December 31, 2023 and December 31, 2022. Includes $7.0 million of interest expense for the convertible notes due 2025 and convertible notes due 2026 for the twelve months ended December 31, 2021. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Finance 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 consolidated balance sheets as of December 31, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain and unknown. Finance Leases Operating Leases Total Operating and Finance Lease Obligations Aircraft and Spare Engine Leases Property Facility Leases Other (in thousands) 2024 $ 251 $ 446,331 $ 6,623 $ 177 $ 453,382 2025 154 430,843 4,143 — 435,140 2026 76 404,529 3,994 — 408,599 2027 27 388,569 3,166 — 391,762 2028 1 367,803 1,754 — 369,558 2029 and thereafter — 3,539,416 143,340 — 3,682,756 Total minimum lease payments $ 509 $ 5,577,491 $ 163,020 $ 177 $ 5,741,197 Less amount representing interest 29 2,083,159 133,791 2 2,216,981 Present value of minimum lease payments $ 480 $ 3,494,332 $ 29,229 $ 175 $ 3,524,216 Less current portion 236 219,852 4,838 175 225,101 Long-term portion $ 244 $ 3,274,480 $ 24,391 $ — $ 3,299,115 |
Schedule of Future Minimum Lease Payments for Operating 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 consolidated balance sheets as of December 31, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain and unknown. Finance Leases Operating Leases Total Operating and Finance Lease Obligations Aircraft and Spare Engine Leases Property Facility Leases Other (in thousands) 2024 $ 251 $ 446,331 $ 6,623 $ 177 $ 453,382 2025 154 430,843 4,143 — 435,140 2026 76 404,529 3,994 — 408,599 2027 27 388,569 3,166 — 391,762 2028 1 367,803 1,754 — 369,558 2029 and thereafter — 3,539,416 143,340 — 3,682,756 Total minimum lease payments $ 509 $ 5,577,491 $ 163,020 $ 177 $ 5,741,197 Less amount representing interest 29 2,083,159 133,791 2 2,216,981 Present value of minimum lease payments $ 480 $ 3,494,332 $ 29,229 $ 175 $ 3,524,216 Less current portion 236 219,852 4,838 175 225,101 Long-term portion $ 244 $ 3,274,480 $ 24,391 $ — $ 3,299,115 |
Schedule of Lease Costs, Lease Terms and Discount Rates | The table below presents information for lease costs related to the Company's finance and operating leases: Year Ended December 31, 2023 2022 (in thousands) Finance lease cost Amortization of leased assets $ 451 $ 751 Interest of lease liabilities 30 57 Operating lease cost Operating lease cost (1) 377,505 225,112 Short-term lease cost (1) 39,916 41,696 Variable lease cost (1) 227,030 200,965 Total lease cost $ 644,932 $ 468,581 (1) Expenses are classified within aircraft rent and landing fees and other rents on the Company's consolidated statements of operations. The table below presents lease-related terms and discount rates as of December 31, 2023: December 31, 2023 December 31, 2022 Weighted-average remaining lease term Operating leases 14.8 years 14.6 years Finance leases 2.3 years 2.1 years Weighted-average discount rate Operating leases 6.84 % 6.29 % Finance leases 4.25 % 4.21 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of the Provision for Income Taxes from Continuing Operations | Significant components of the provision for income taxes from continuing operations are as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 5,449 $ — $ — State and local 1,309 327 568 Foreign 1,350 1,695 1,183 Total current expense (benefit) 8,108 2,022 1,751 Deferred: Federal (115,905) (141,251) (47,468) State and local (3,334) (7,360) (2,034) Total deferred expense (benefit) (119,239) (148,611) (49,502) Total income tax expense (benefit) $ (111,131) $ (146,589) $ (47,751) |
Schedule of Reconciliation of Income Tax Expense | The income tax provision differs from that computed at the federal statutory corporate tax rate as follows: Year Ended December 31, 2023 2022 2021 Expected provision at federal statutory tax rate 21.0 % 21.0 % 21.0 % State tax expense, net of federal benefit 1.5 % 1.6 % 0.8 % Permanent tax differences (1.3) % (0.6) % (0.4) % Premium on convertible debt repurchase — % — % (11.4) % Valuation allowance (1.2) % (0.8) % (0.5) % Other (0.1) % (0.3) % (0.3) % Total income tax expense (benefit) 19.9 % 20.9 % 9.2 % |
Schedule of Deferred Taxes | At December 31, 2023 and 2022, the significant components of the Company's deferred taxes consisted of the following: December 31, 2023 2022 (in thousands) Deferred tax assets: Income tax credits $ 4,298 $ 4,306 Net operating losses 328,977 340,023 Deferred revenue 25,924 20,751 Nondeductible accruals 32,899 25,738 Deferred manufacturing credits 14,556 14,054 Loan liability 115,161 11,404 Operating lease liability 797,778 598,097 Interest expense 51,305 38,327 Other 38,910 27,190 Valuation allowance (17,654) (10,852) Deferred tax assets 1,392,154 $ 1,069,038 Deferred tax liabilities: Property, plant and equipment 612,571 634,018 Accrued aircraft and engine maintenance 70,997 38,755 Right-of-use asset 803,232 608,176 Other 13,115 14,932 Deferred tax liabilities 1,499,915 1,295,881 Net deferred tax assets (liabilities) $ (107,761) $ (226,843) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of December 31, 2023. Employee Groups Representative Amendable Date (1) Percentage of Workforce Pilots Air Line Pilots Association, International (ALPA) January 2025 27% Flight Attendants Association of Flight Attendants (AFA-CWA) January 2026 47% 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) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Long-Term Debt Measured at Fair Value | The carrying amounts and estimated fair values of the Company's long-term debt at December 31, 2023 and December 31, 2022, were as follows: As of December 31, 2023 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Fair value level hierarchy (in millions) 8.00% senior secured notes $ 1,110.0 $ 1,121.9 $ 1,110.0 $ 1,085.0 Level 3 Fixed-rate term loans 1,093.3 1,099.9 1,094.7 1,003.9 Level 3 Unsecured term loans 136.3 128.3 136.3 116.0 Level 3 2015-1 EETC Class A 256.6 230.8 278.6 247.5 Level 2 2015-1 EETC Class B 40.0 39.4 48.0 45.6 Level 2 2015-1 EETC Class C — — 63.8 63.1 Level 2 2017-1 EETC Class AA 172.2 149.6 186.3 161.6 Level 2 2017-1 EETC Class A 57.4 48.5 62.1 52.3 Level 2 2017-1 EETC Class B 48.2 42.9 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 42.3 25.4 44.9 Level 2 1.00% convertible notes due 2026 500.0 349.9 500.0 405.1 Level 2 Total long-term debt $ 3,439.1 $ 3,253.5 $ 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 December 31, 2023 Total Level Level Level (in millions) Cash and cash equivalents $ 865.2 $ 865.2 $ — $ — Restricted cash 119.4 119.4 — — Short-term investment securities 112.5 112.5 — — Total assets $ 1,097.1 $ 1,097.1 $ — $ — Derivative liability $ 11.1 $ — $ 11.1 $ — Total liabilities $ 11.1 $ — $ 11.1 $ — 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 — — Total assets $ 1,572.9 $ 1,572.9 $ — $ — Total liabilities $ 29.2 $ — $ 29.2 $ — |
Operating Segments and Relate_2
Operating Segments and Related Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Revenues by Geographic Region | Operating revenues by geographic region as defined by the Department of Transportation ("DOT") area are summarized below: 2023 2022 2021 (in millions) DOT—Domestic $ 4,676.1 $ 4,371.8 $ 2,824.8 DOT—Latin America and Caribbean 686.4 696.6 406.0 Total $ 5,362.5 $ 5,068.4 $ 3,230.8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Restricted cash (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
8.00% senior secured notes due in 2025 | Secured Debt | |
Debt Instrument [Line Items] | |
Stated interest rate percentage | 8% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) aircraftEngine aircraft aircraft_engine flightSimulator | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of spare engines capitalized | aircraft_engine | 28 | ||
Number of flight simulators capitalized | flightSimulator | 3 | ||
Depreciation, Depletion and Amortization, Nonproduction [Abstract] | |||
Depreciation | $ 218,106 | $ 199,118 | $ 193,079 |
Amortization of capitalized software | 22,998 | 17,265 | 12,203 |
Total depreciation and amortization | $ 320,872 | 313,090 | 297,211 |
Spare engines | |||
Property, Plant and Equipment [Line Items] | |||
Number of aircraft under operating lease | aircraft_engine | 6 | ||
A320 Family | Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Number of aircraft under operating lease | aircraft | 117 | ||
Minimum | Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease contract term | 4 years | ||
Maximum | Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease contract term | 18 years | ||
Aircrafts, Major Spare Rotable Parts, Avionics, and Assemblies | |||
Property, Plant and Equipment [Line Items] | |||
Residual value, percentage | 10% | ||
Aircraft, engines and flight simulators | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 25 years | ||
Spare rotables and flight assemblies | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 7 years | ||
Spare rotables and flight assemblies | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 25 years | ||
Other equipment and vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 5 years | ||
Other equipment and vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 7 years | ||
Internal use software | |||
Depreciation, Depletion and Amortization, Nonproduction [Abstract] | |||
Capitalized computer software, net | $ 53,600 | 41,100 | |
Capitalized software costs during the year | $ 35,500 | 25,700 | 20,500 |
Internal use software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 3 years | ||
Internal use software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 10 years | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives used for the principal depreciable asset classifications | 30 years | ||
Aircraft | A320 Family | |||
Property, Plant and Equipment [Line Items] | |||
Number of aircraft capitalized | aircraftEngine | 88 | ||
Aircraft | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease contract term | 4 years | ||
Aircraft | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease contract term | 18 years | ||
Spare engines | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease contract term | 12 years | ||
Spare engines | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease contract term | 18 years | ||
Heavy maintenance and major overhaul | |||
Depreciation, Depletion and Amortization, Nonproduction [Abstract] | |||
Amortization of heavy maintenance | $ 79,768 | $ 96,707 | $ 91,929 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Measurement of Asset Impairments (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) aircraft | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Asset impairment-related charges | $ 0 | $ 333,691,000 | $ 0 | |
Agreement to sell aircraft, expected period | 2 years | |||
Airbus A319 | Aircraft | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset impairment-related charges | $ 333,700,000 | |||
Airbus A319 | Aircraft | Impairment due to Planned Acceleration of Plane Retirement | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of aircraft, accelerated retirement | aircraft | 29 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Passenger Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Air traffic liability | $ 383,751 | $ 429,618 | |
Total operating revenues | $ 5,362,549 | 5,068,447 | $ 3,230,775 |
Credit shell term of expiration | 90 days | ||
Fare | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 2,338,191 | 2,455,817 | 1,422,927 |
Non-fare revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 2,929,970 | 2,533,548 | 1,752,875 |
Passenger | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 5,268,161 | 4,989,365 | 3,175,802 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 94,388 | $ 79,082 | $ 54,973 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Frequent Flyer Program (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) revenueArrangementType | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||
Frequent flyer program, number of types of revenue arrangements | revenueArrangementType | 2 | |
Unrecognized revenue from future FREE SPIRIT award redemptions and the sale of mileage credits | $ | $ 104.6 | $ 81.3 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cash Proceeds Received from the Sale of Mileage Credits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Consideration received from credit card loyalty programs | $ 93,147 | $ 80,970 | $ 48,035 |
Portion of proceeds recognized immediately as marketing component | $ 48,071 | $ 40,987 | $ 23,681 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Airframe and Engine Maintenance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Deferred costs for heavy maintenance | $ 202,900 | $ 149,300 | $ 74,100 |
Deferred heavy maintenance, gross | 529,800 | 349,000 | |
Accumulated heavy maintenance amortization | 1,169,021 | 1,098,819 | |
Airframe and Engine Maintenance Costs [Abstract] | |||
Total maintenance, materials and repairs | 223,339 | 187,820 | 159,502 |
Utilization-Based Maintenance Expense | |||
Airframe and Engine Maintenance Costs [Abstract] | |||
Total maintenance, materials and repairs | 117,458 | 97,930 | 81,591 |
Non-Utilization-Based Maintenance Expense | |||
Airframe and Engine Maintenance Costs [Abstract] | |||
Total maintenance, materials and repairs | 105,881 | 89,890 | 77,911 |
Heavy maintenance and major overhaul | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of heavy maintenance | 79,768 | 96,707 | $ 91,929 |
Heavy Maintenance | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated heavy maintenance amortization | $ 216,200 | $ 158,600 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Marketing and advertising expenses | $ 9 | $ 9.2 | $ 7.1 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Valuation allowance | $ 17,654 | $ 10,852 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Payroll Support Program (Details) | 24 Months Ended |
Dec. 31, 2021 agreement | |
Accounting Policies [Abstract] | |
Number of Payroll Support Program Agreements entered | 3 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Concentrations of Risk (Details) - employeeGroup | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total operating expenses | Aircraft fuel expenditure concentration risk | Fuel Costs | |||
Concentration Risk [Line Items] | |||
Concentration of risk | 31% | 34% | 28% |
Number of employees, total | Unionized employees concentration risk | |||
Concentration Risk [Line Items] | |||
Concentration of risk | 85% | ||
Union-represented employee groups | 6 |
Current Developments (Details)
Current Developments (Details) $ / shares in Units, $ in Thousands | Jul. 28, 2022 USD ($) d $ / shares | Dec. 31, 2023 USD ($) aircraftEngine aircraft $ / shares shares | Nov. 30, 2023 $ / shares | Oct. 31, 2023 $ / shares | Sep. 30, 2023 $ / shares | Aug. 31, 2023 $ / shares | Jul. 31, 2023 $ / shares | Jun. 30, 2023 $ / shares | May 31, 2023 $ / shares | Apr. 30, 2023 $ / shares | Mar. 31, 2023 $ / shares | Feb. 28, 2023 $ / shares | Jan. 31, 2023 $ / shares | Oct. 26, 2022 $ / shares | Apr. 30, 2021 USD ($) shares | Mar. 10, 2021 $ / shares | Dec. 24, 2020 $ / shares | May 12, 2020 USD ($) shares |
PW1100 GTF Engine | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of engines removed from service for inspection | aircraftEngine | 5 | |||||||||||||||||
Number of engines removed from service, pending inspection | aircraftEngine | 3 | |||||||||||||||||
PW1100 GTF Engine | A320NEO | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of engines removed from service for inspection | aircraftEngine | 5 | |||||||||||||||||
Number of aircraft grounded for reliability, durability and inspection requirements | aircraft | 12 | |||||||||||||||||
Payroll Support Program 1, CARES Act | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Strike price (in dollars per share) | $ 11.663 | |||||||||||||||||
Number of securities called by warrants (in shares) | shares | 628,725.19 | |||||||||||||||||
Payroll Support Program 2, CARES Act | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Strike price (in dollars per share) | $ 20.229 | $ 24.42 | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 166,292.37 | |||||||||||||||||
Payroll Support Program 3, CARES Act | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Strike price (in dollars per share) | $ 30.196 | $ 36.45 | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 97,219.73 | |||||||||||||||||
Convertible notes due in 2025 | Convertible notes | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 94.9262 | 78.4314 | ||||||||||||||||
Principal amount portion for trading price threshold | $ | $ 1 | $ 1 | ||||||||||||||||
Convertible notes due in 2026 | Convertible notes | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Shares conversion rate per portion of principal amount (in shares) | shares | 24.6649 | 20.3791 | ||||||||||||||||
Principal amount portion for trading price threshold | $ | $ 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 | |||||||||||||||||
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 stockholder approval for payment | 5 days | |||||||||||||||||
Additional prepayment amount, maximum number of days after end of month for payment | d | 5 | |||||||||||||||||
Approval prepayment amount price per share, paid (in dollars per share) | $ 2.50 | |||||||||||||||||
Additional approval prepayment amount price per share, paid (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 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 |
Special Charges and Credits (De
Special Charges and Credits (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) aircraft | Dec. 31, 2021 USD ($) | Jul. 28, 2022 installment | Jul. 27, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Special charges (credits) | $ 69,537 | $ 420,172 | $ (377,715) | ||
Payroll Support Program 2 and 3, Grant, CARES Act | |||||
Property, Plant and Equipment [Line Items] | |||||
Special charges (credits) | (342,200) | ||||
Severance costs and costs for involuntary separations | 2,000 | ||||
CARES Act Employee Retention Credit | |||||
Property, Plant and Equipment [Line Items] | |||||
Special charges (credits) | $ (37,500) | ||||
Airbus A319 | Aircraft | Impairment due to Planned Acceleration of Plane Retirement | |||||
Property, Plant and Equipment [Line Items] | |||||
Special charges (credits) | $ 333,700 | ||||
Number of aircraft, accelerated retirement | aircraft | 29 | ||||
JetBlue Merger Agreement | |||||
Property, Plant and Equipment [Line Items] | |||||
Legal, advisory and other fees | 50,000 | ||||
Percentage of target retention bonus to be paid upon merger failure or abandonment | 50% | ||||
Retention award payments, number of installments | installment | 2 | ||||
Retention bonus recorded | $ 19,500 | ||||
Frontier Merger Agreement And Merger Agreement With Jet Blue | |||||
Property, Plant and Equipment [Line Items] | |||||
Legal, advisory and other fees | $ 47,200 | ||||
Retention bonus recorded | $ 39,300 | ||||
Frontier Merger Agreement | |||||
Property, Plant and Equipment [Line Items] | |||||
Percentage of target retention bonus to be paid upon merger failure or abandonment | 50% |
Loss on Disposal of Assets (Det
Loss on Disposal of Assets (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) aircraft aircraftLeasebackTransaction | Jan. 31, 2023 | Mar. 31, 2022 USD ($) aircraft_engine | Dec. 31, 2023 USD ($) aircraftLeasebackTransaction aircraft aircraft_engine | Dec. 31, 2022 USD ($) aircraft aircraftLeasebackTransaction | Dec. 31, 2021 USD ($) aircraftLeasebackTransaction | Dec. 31, 2023 aircraft | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on disposal of assets | $ (32,100) | $ 33,966 | $ 46,624 | $ 3,320 | |||
Loss on sale-leaseback transaction | $ 3,000 | $ 38,500 | $ 2,300 | ||||
Number of aircraft related to loss | aircraftLeasebackTransaction | 10 | 16 | 5 | ||||
Repurchase agreement for the sale of aircraft, term | 2 years | ||||||
Number of aircraft sold | aircraft | 12 | ||||||
Number of engines sold | aircraft_engine | 20 | ||||||
Impairment of long-lived assets to be disposed of | $ 6,600 | ||||||
Number of impaired spare engine related to loss on disposal | aircraft_engine | 1 | ||||||
Aircraft | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Failed aircraft sale leaseback | 15 | 15 | 15 | ||||
Obsolete Assets | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on sale of obsolete assets | $ 3,300 | ||||||
Auxiliary Power Units | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on disposal of assets | $ (1,100) | ||||||
Airbus A319 | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on disposal of assets | $ (1,600) | ||||||
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 | ||||||
Aircraft Leaseback Transaction | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Additional sale-leaseback transaction | aircraft | 20 | ||||||
Number of aircraft on leases | aircraft | 6 | ||||||
Failed aircraft sale leaseback | aircraft | 14 |
Letters of Credit (Details)
Letters of Credit (Details) - Standby letter of credit facility - 8.00% senior secured notes due in 2025 - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Letters of credit, limit, amount | $ 85 | $ 85 |
Restricted cash | 75 | 75 |
Letter of credit facility, amount outstanding | $ 55.9 | $ 31 |
Credit Card Processing Arrang_2
Credit Card Processing Arrangements (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Maximum potential exposure to cash holdbacks by the credit card processors | $ 408,300,000 | $ 468,500,000 |
Credit Card Processors | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash holdbacks | $ 0 | $ 0 |
Short-term Investment Securit_2
Short-term Investment Securities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | |||
Short-term investment securities | $ 112,501,000 | $ 107,115,000 | |
Accumulated other comprehensive income (loss) | (67,000) | (596,000) | |
Debt Securities, Available For Sale | |||
Debt Securities, Available-for-sale [Line Items] | |||
Short-term investment securities | $ 112,500,000 | $ 107,100,000 | |
Weighted-average fixed rate | 4.50% | 1% | 0.10% |
Unrealized gain (loss) on investment securities, net of deferred taxes | $ 298,000 | $ (224,000) | |
Realized gain | 0 | 0 | |
Accumulated other comprehensive income (loss) | $ 32,000 | $ (267,000) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 187,723 | $ 154,881 |
Airport obligations | 125,278 | 84,928 |
Federal excise and other passenger taxes and fees payable | 104,447 | 96,424 |
Fuel | 64,149 | 76,979 |
Aircraft maintenance | 58,800 | 59,243 |
Aircraft and facility lease obligations | 36,115 | 22,068 |
Interest payable | 24,732 | 32,613 |
Other | 104,054 | 29,194 |
Other current liabilities | $ 705,298 | $ 556,330 |
Equity - Narrative (Details)
Equity - Narrative (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares outstanding (in shares) | 109,263,005 | 108,941,920 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, $0.0001 par value | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 240,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Nonvoting common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 50,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares outstanding (in shares) | 0 | 0 |
Equity - Treasury Stock (Detail
Equity - Treasury Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Shares repurchased (in shares) | 142,000 | 107,000 | 54,000 |
Repurchase of common stock | $ 2,637 | $ 2,359 | $ 1,515 |
Number of treasury shares retired (in shares) | 0 | 0 | 0 |
Equity - Warrants (Details)
Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | Dec. 24, 2020 | Apr. 09, 2020 | |
Payroll Support Program, CARES Act | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding (in shares) | 520,797 | |||||
Shares of common stock subject to warrants issued to the united states treasury (in shares) | 739,089 | |||||
Warrants term | 5 years | |||||
CARES Act | ||||||
Class of Stock [Line Items] | ||||||
Strike price (in dollars per share) | $ 14.08 | |||||
Number of warrants issued as a percent of outstanding stock | 100% | |||||
Adjustments to additional paid in capital, warrant issued | $ 4.3 | |||||
Payroll Support Program 1, CARES Act | ||||||
Class of Stock [Line Items] | ||||||
Strike price (in dollars per share) | $ 11.663 | |||||
Number of securities called by warrants (in shares) | 628,725.19 | |||||
Payroll Support Program 2, CARES Act | ||||||
Class of Stock [Line Items] | ||||||
Strike price (in dollars per share) | $ 20.229 | $ 24.42 | ||||
Shares of common stock subject to warrants issued to the united states treasury (in shares) | 739,089 | 137,753 | ||||
Number of securities called by warrants (in shares) | 166,292.37 | |||||
Payroll Support Program 3, CARES Act | ||||||
Class of Stock [Line Items] | ||||||
Strike price (in dollars per share) | $ 30.196 | $ 36.45 | ||||
Shares of common stock subject to warrants issued to the united states treasury (in shares) | 739,089 | 80,539 | ||||
Number of securities called by warrants (in shares) | 97,219.73 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 10, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 12 | $ 11.5 | $ 12.5 | |
Share-based payment arrangement, expense, tax benefit | $ 2.4 | $ 2.4 | $ 1.2 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period for share issuance after vesting | 30 days | |||
Granted (in shares) | 500,648 | 404,062 | ||
Total compensation cost not yet recognized | $ 8.4 | $ 8.6 | ||
Total compensation cost not yet recognized, period for recognition | 1 year 9 months 18 days | 1 year 8 months 12 days | ||
Granted (in dollars per share) | $ 19.58 | $ 23.48 | $ 25.17 | |
Total fair value of shares vested | $ 7.2 | $ 7.5 | $ 4.6 | |
Performance and Market Share Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 3 | 1.5 | $ 3.5 | |
Total compensation cost not yet recognized | $ 3.9 | $ 3 | ||
Total compensation cost not yet recognized, period for recognition | 1 year 9 months 18 days | 1 year 7 months 6 days | ||
Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Equity Incentive Award Plan 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized (in shares) | 3,200,000 | |||
Shares available for future issuance (in shares) | 3,123,563 | 3,712,123 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding, beginning balance (in shares) | 624,452 | ||
Granted (in shares) | 500,648 | 404,062 | |
Vested (in shares) | (372,788) | ||
Forfeited (in shares) | (46,424) | ||
Outstanding, ending balance (in shares) | 705,888 | 624,452 | |
Weighted-Average Grant Date Fair Value ($) | |||
Outstanding beginning balance (in dollars per share) | $ 24.76 | ||
Granted (in dollars per share) | 19.58 | $ 23.48 | $ 25.17 |
Vested (in dollars per share) | 25.53 | ||
Forfeited (in dollars per share) | 21.04 | ||
Outstanding, ending balance (in dollars per share) | $ 20.93 | $ 24.76 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ (447,464) | $ (554,150) | $ (472,569) |
Denominator: | |||
Weighted-average shares outstanding, basic (in shares) | 109,152 | 108,751 | 105,000 |
Effect of dilutive stock awards (in shares) | 0 | 0 | 0 |
Adjusted weighted-average shares outstanding, diluted (in shares) | 109,152 | 108,751 | 105,000 |
Earnings (loss) per share: | |||
Basic earnings (loss) per common share (in dollars per share) | $ (4.10) | $ (5.10) | $ (4.50) |
Diluted earnings (loss) per common share (in dollars per share) | $ (4.10) | $ (5.10) | $ (4.50) |
Debt and Other Obligations - Re
Debt and Other Obligations - Revolving Credit Facility Due In 2025 (Details) - Revolving Credit Facility - Revolving credit facility due in 2025 - Line of Credit | Mar. 30, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 300,000,000 | $ 300,000,000 | |
Debt instrument covenant, unrestricted cash and cash equivalents and unused commitments on all revolving credit facilities | $ 450,000,000 | ||
Debt instrument covenant, maximum amount of unused commitments from 2025 credit facility | $ 300,000,000 | ||
Debt covenant, collateral coverage ratio | 1 | ||
Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2% | ||
Maximum | Certain Market Interest Rates | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1% | ||
Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0% | ||
Minimum | Certain Market Interest Rates | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0% |
Debt and Other Obligations - Co
Debt and Other Obligations - Convertible Senior Notes Due 2025 (Details) | 3 Months Ended | 12 Months Ended | ||
May 12, 2020 USD ($) d $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Convertible debt conversions | $ 300,000 | $ 2,706,000 | ||
Long-term debt | $ 3,439,100,000 | 3,642,400,000 | ||
Convertible notes due in 2025 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 175,000,000 | |||
Stated interest rate percentage | 4.75% | 4.75% | ||
Conversion price threshold | 130% | |||
Number of trading days required for conversion price threshold | d | 20 | |||
Number of consecutive days required for trading days for conversion price threshold | d | 30 | |||
Number of consecutive business days for conversion price threshold | d | 5 | |||
Number of consecutive trading days measurement period | 5 days | |||
Trading price threshold per principal amount portion | 98% | |||
Shares conversion rate per portion of principal amount (in shares) | shares | 78.4314 | 94.9262 | ||
Principal amount portion for trading price threshold | $ 1,000 | $ 1,000 | ||
Conversion price (in dollars per share) | $ / shares | $ 12.75 | $ 10.53 | ||
Converted instrument, 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 | ||
If-converted value in excess of principal | $ 14,200,000 |
Debt and Other Obligations - _2
Debt and Other Obligations - Convertible Senior Notes due 2026 (Details) | Apr. 30, 2021 USD ($) day $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Feb. 05, 2022 USD ($) |
Debt Instrument [Line Items] | ||||
Total | $ 3,054,800,000 | $ 3,200,200,000 | ||
Less unamortized discount, net | $ 69,000,000 | $ 95,800,000 | ||
Convertible notes due in 2026 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 500,000,000 | |||
Stated interest rate percentage | 1% | 1% | ||
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% | |||
Number of trading days before maturity redemption allowed | day | 40 | |||
Shares conversion rate per portion of principal amount (in shares) | shares | 20.3791 | 24.6649 | ||
Principal amount portion for trading price threshold | $ 1,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 49.07 | $ 40.54 | ||
Fair value of the embedded derivative | $ 49,500,000 | |||
Total | $ 472,600,000 | |||
Less unamortized discount, net | $ 27,400,000 |
Debt and Other Obligations - Ad
Debt and Other Obligations - Adoption of ASU No. 2020-06 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings | $ 56,755 | $ 504,219 | ||
Long-term debt and finance leases, less current maturities | 3,055,221 | 3,200,376 | ||
Provision (benefit) for income taxes | $ (111,131) | $ (146,589) | $ (47,751) | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings | $ 6,100 | |||
Long-term debt and finance leases, less current maturities | 75,600 | |||
Provision (benefit) for income taxes | 17,100 | |||
Issuance costs | $ 2,900 |
Debt and Other Obligations - Sc
Debt and Other Obligations - Schedule of Long-term Debt Instruments (Details) $ in Millions | Dec. 31, 2023 | Dec. 31, 2023 aircraftLeasebackTransaction | Dec. 31, 2023 USD ($) | Dec. 31, 2023 aircraft | Dec. 31, 2022 USD ($) | Apr. 30, 2021 | May 12, 2020 |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 3,439.1 | $ 3,642.4 | |||||
Less current maturities | 315.3 | 346.4 | |||||
Less unamortized discount, net | 69 | 95.8 | |||||
Total | 3,054.8 | 3,200.2 | |||||
Aircraft | |||||||
Debt Instrument [Line Items] | |||||||
Failed aircraft sale leaseback | 15 | 15 | |||||
8.00% senior secured notes due in 2025 | 8.00% senior secured notes due in 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate percentage | 8% | ||||||
Long-term debt | 1,110 | $ 1,110 | |||||
Weighted-average interest rates | 8% | 8% | |||||
Fixed-rate term loans due through 2039 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 1,093.3 | $ 1,094.7 | |||||
Weighted-average interest rates | 5.83% | 3.52% | |||||
Unsecured term loans due through 2031 | Unsecured term loans due through 2031 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 136.3 | $ 136.3 | |||||
Weighted-average interest rates | 1% | 1% | |||||
Fixed-rate class A 2015-1 EETC due through 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 256.6 | $ 278.6 | |||||
Weighted-average interest rates | 4.10% | 4.10% | |||||
Fixed-rate class B 2015-1 EETC due through 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 40 | $ 48 | |||||
Weighted-average interest rates | 4.45% | 4.45% | |||||
Fixed-rate class C 2015-1 EETC due through 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 0 | $ 63.8 | |||||
Weighted-average interest rates | 4.93% | 4.93% | |||||
Fixed-rate class AA 2017-1 EETC due through 2030 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 172.2 | $ 186.3 | |||||
Weighted-average interest rates | 3.38% | 3.38% | |||||
Fixed-rate class A 2017-1 EETC due through 2030 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 57.4 | $ 62.1 | |||||
Weighted-average interest rates | 3.65% | 3.65% | |||||
Fixed-rate class B 2017-1 EETC due through 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 48.2 | $ 51.7 | |||||
Weighted-average interest rates | 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 rates | 5.11% | 5.11% | |||||
Convertible notes | Convertible notes due in 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate percentage | 4.75% | 4.75% | |||||
Long-term debt | 25.1 | $ 25.4 | |||||
Weighted-average interest rates | 4.75% | 4.75% | |||||
Convertible notes | Convertible notes due in 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate percentage | 1% | 1% | |||||
Long-term debt | 500 | $ 500 | |||||
Less unamortized discount, net | 27.4 | ||||||
Total | $ 472.6 | ||||||
Weighted-average interest rates | 1% | 1% |
Debt and Other Obligations - _3
Debt and Other Obligations - Additional Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 337,500,000 | $ 193,000,000 | |||
Gain on extinguishment of debt | $ 15,411,000 | 0 | $ (331,630,000) | ||
Number of aircraft unencumbered | aircraft | 4 | 4 | 4 | ||
Current maturities of long-term debt, net, and finance leases | $ 315,580,000 | $ 315,580,000 | $ 315,580,000 | 346,888,000 | |
Aircraft Leaseback Transaction | |||||
Debt Instrument [Line Items] | |||||
Additional sale-leaseback transaction | aircraft | 20 | ||||
Number of aircraft on leases | aircraft | 6 | ||||
Failed aircraft sale leaseback | aircraft | 14 | 14 | 14 | ||
Current maturities of long-term debt, net, and finance leases | $ 458,000,000 | $ 458,000,000 | $ 458,000,000 | ||
Fixed Rate Loans | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt | $ 323,300,000 | ||||
Gain on extinguishment of debt | $ 15,400,000 | ||||
Sale leaseback transaction, number of aircraft related to loans | aircraft | 16 | 16 | 16 | ||
Corporate credit cards | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 20,100,000 | $ 20,100,000 | $ 20,100,000 | 20,100,000 | |
Line of credit, current | 1,500,000 | 1,500,000 | 1,500,000 | 1,800,000 | |
Lines of Credit with Counterparties for Jet Fuel and Derivatives | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 25,000,000 | 25,000,000 | 25,000,000 | 41,500,000 | |
Aircraft fuel | |||||
Debt Instrument [Line Items] | |||||
Line of credit, current | $ 0 | $ 0 | $ 0 | $ 2,000,000 |
Debt and Other Obligations - _4
Debt and Other Obligations - Schedule of Maturities of Long-term Debt (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 305.2 |
2025 | 1,263.7 |
2026 | 670 |
2027 | 150.3 |
2028 | 252.5 |
2029 and beyond | 797.4 |
Long-term debt | $ 3,439.1 |
Debt and Other Obligations - _5
Debt and Other Obligations - Schedule of Interest Expense on Long-term Debt and Capital Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Finance leases | $ 30 | $ 57 | $ 93 |
Commitment and other fees | 1,655 | 2,162 | 2,243 |
Amortization of deferred financing costs | 15,453 | 14,204 | 13,282 |
Total | 169,191 | 139,905 | 155,611 |
Accretion of convertible debt and 8.00% senior secured notes | 4,210 | 1,421 | 1,272 |
Amortization of debt discount | 8,145 | 13,962 | 0 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Accretion of convertible debt and 8.00% senior secured notes | 4,200 | 1,400 | 1,300 |
Interest expense | $ 88,800 | 46,500 | 50,600 |
Secured Debt | 8.00% senior secured notes due in 2025 | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 8% | ||
Interest expense | $ 93,010 | 47,954 | 51,897 |
Fixed-rate term loans | |||
Debt Instrument [Line Items] | |||
Interest expense | 37,213 | 41,446 | 42,765 |
Unsecured term loans due through 2031 | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,363 | 1,363 | 1,168 |
2015-1 EETC Class A | |||
Debt Instrument [Line Items] | |||
Interest expense | 10,962 | 11,874 | 12,781 |
2015-1 EETC Class B | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,954 | 2,312 | 2,669 |
2015-1 EETC Class C | |||
Debt Instrument [Line Items] | |||
Interest expense | 777 | 3,424 | 3,988 |
2017-1 EETC Class AA | |||
Debt Instrument [Line Items] | |||
Interest expense | 5,990 | 6,464 | 6,938 |
2017-1 EETC Class A | |||
Debt Instrument [Line Items] | |||
Interest expense | 2,159 | 2,330 | 2,501 |
2017-1 EETC Class B | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,881 | 2,016 | 2,189 |
2017-1 EETC Class C | |||
Debt Instrument [Line Items] | |||
Interest expense | 522 | 4,367 | 4,367 |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Convertible notes | (3,778) | (68) | 6,997 |
Amortization of debt discount and interest expense | 14,300 | 20,300 | |
Convertible notes | Convertible Debt Due in 2026 | |||
Debt Instrument [Line Items] | |||
Offset of market-to-market adjustment | (18,100) | (20,300) | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 0 | $ 0 | $ 1,733 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) aircraft aircraft_engine | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 aircraftLeasebackTransaction | Dec. 31, 2023 aircraft_engine | Dec. 31, 2023 aircraft | Dec. 31, 2023 a | Dec. 31, 2019 USD ($) a residential_building_unit | |
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft unencumbered | aircraft | 4 | ||||||||
Number of spare engines capitalized | aircraft_engine | 28 | ||||||||
Number of spare engines capitalized and unencumbered | aircraft_engine | 4 | ||||||||
Total rental expense | $ 673,200,000 | $ 537,900,000 | $ 449,400,000 | ||||||
Aircraft rent | $ 381,239,000 | $ 282,428,000 | $ 246,601,000 | ||||||
Cost, Product and Service [Extensible List] | Aircraft rent | Aircraft rent | Aircraft rent | ||||||
Supplemental rent expense | $ 14,000,000 | $ 16,500,000 | $ 31,700,000 | ||||||
Area of land | a | 8.5 | 8.5 | |||||||
Land | $ 41,000,000 | ||||||||
Property and equipment | $ 3,749,498,000 | $ 3,519,128,000 | |||||||
Operating lease not yet commenced, amount, 2024 | 3,600,000 | ||||||||
Operating lease not yet commenced, amount, 2025 and beyond | 0 | ||||||||
Third Party Lessor | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of delivered leased aircraft | aircraft | 13 | ||||||||
Asset Pledged as Collateral | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of spare engines capitalized were pledged as collateral | aircraft_engine | 24 | ||||||||
Aircraft | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Failed aircraft sale leaseback | 15 | 15 | |||||||
Construction | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Property and equipment | $ 184,600,000 | ||||||||
A320 Family | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft held | aircraft | 205 | ||||||||
A320 Family | Aircraft | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft owned | aircraft | 73 | ||||||||
Number of aircraft unencumbered | aircraft | 17 | ||||||||
Minimum | Aircraft | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Finance lease contract term | 4 years | ||||||||
Maximum | Aircraft | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Finance lease contract term | 18 years | ||||||||
Aircraft | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft under sale-leaseback transactions | aircraft | 10 | ||||||||
Aircraft | A320 Family | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft under operating lease | aircraft | 117 | ||||||||
Aircraft | Minimum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Operating lease contract term | 4 years | ||||||||
Aircraft | Maximum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Operating lease contract term | 18 years | ||||||||
Other | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Area of land | a | 2.6 | ||||||||
Number of residential building unit expected to be built | residential_building_unit | 200 | ||||||||
Other | Maximum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Operating lease contract term | 99 years | 99 years | |||||||
Spare engines | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of aircraft under operating lease | aircraft_engine | 6 | ||||||||
Number of engines purchased with cash | aircraft_engine | 4 | ||||||||
Leased Computer And Office Equipment | Minimum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Finance lease contract term | 4 years | ||||||||
Leased Computer And Office Equipment | Maximum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Finance lease contract term | 5 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Finance and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 251 | |
2025 | 154 | |
2026 | 76 | |
2027 | 27 | |
2028 | 1 | |
2029 and thereafter | 0 | |
Total minimum lease payments | 509 | |
Less amount representing interest | 29 | |
Present value of minimum lease payments | 480 | |
Less current portion | 236 | |
Long-term portion | 244 | |
Operating Leases | ||
Less current portion | 224,865 | $ 188,296 |
Long-term portion | 3,298,871 | $ 2,455,619 |
Total Operating and Finance Lease Obligations | ||
2024 | 453,382 | |
2025 | 435,140 | |
2026 | 408,599 | |
2027 | 391,762 | |
2028 | 369,558 | |
2029 and thereafter | 3,682,756 | |
Total minimum lease payments | 5,741,197 | |
Less amount representing interest | 2,216,981 | |
Present value of minimum lease payments | 3,524,216 | |
Less current portion | 225,101 | |
Long-term portion | $ 3,299,115 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | 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 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt and finance leases, less current maturities | |
Aircraft and Spare Engine Leases | ||
Operating Leases | ||
2024 | $ 446,331 | |
2025 | 430,843 | |
2026 | 404,529 | |
2027 | 388,569 | |
2028 | 367,803 | |
2029 and thereafter | 3,539,416 | |
Total minimum lease payments | 5,577,491 | |
Less amount representing interest | 2,083,159 | |
Present value of minimum lease payments | 3,494,332 | |
Less current portion | 219,852 | |
Long-term portion | 3,274,480 | |
Property Facility Leases | ||
Operating Leases | ||
2024 | 6,623 | |
2025 | 4,143 | |
2026 | 3,994 | |
2027 | 3,166 | |
2028 | 1,754 | |
2029 and thereafter | 143,340 | |
Total minimum lease payments | 163,020 | |
Less amount representing interest | 133,791 | |
Present value of minimum lease payments | 29,229 | |
Less current portion | 4,838 | |
Long-term portion | 24,391 | |
Other | ||
Operating Leases | ||
2024 | 177 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029 and thereafter | 0 | |
Total minimum lease payments | 177 | |
Less amount representing interest | 2 | |
Present value of minimum lease payments | 175 | |
Less current portion | 175 | |
Long-term portion | $ 0 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs, Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost | |||
Amortization of leased assets | $ 451 | $ 751 | |
Interest of lease liabilities | 30 | 57 | $ 93 |
Operating lease cost | |||
Operating lease cost | 377,505 | 225,112 | |
Short-term lease cost | 39,916 | 41,696 | |
Variable lease cost | 227,030 | 200,965 | |
Total lease cost | $ 644,932 | $ 468,581 | |
Weighted-average remaining lease term | |||
Operating leases | 14 years 9 months 18 days | 14 years 7 months 6 days | |
Finance leases | 2 years 3 months 18 days | 2 years 1 month 6 days | |
Weighted-average discount rate | |||
Operating leases | 6.84% | 6.29% | |
Finance leases | 4.25% | 4.21% |
Defined Contribution 401(k) P_2
Defined Contribution 401(k) Plan (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 01, 2024 | Mar. 01, 2018 | Mar. 31, 2022 | Dec. 31, 2023 USD ($) definedContributionPlan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution 401(k) plan, number of plans | definedContributionPlan | 3 | |||||
Defined contribution 401(k) plan, requisite service period | 60 days | |||||
Defined contribution 401(k) plan, requisite age | 21 years | |||||
Defined contribution 401(k) plan, matching contributions made in period | $ | $ 112.4 | $ 88.9 | $ 72.3 | |||
Pilots’ Retirement Savings Plan | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution 401(k) plan, employer contribution, percent of employees' gross pay, initial percentage | 11% | |||||
Defined contribution 401(k) plan, employer contribution, percent of employees' gross pay, annual percentage increase | 1% | |||||
Defined contribution 401(k) plan, employer contribution, percent of employees' gross pay, final percentage | 15% | |||||
Pilots’ Retirement Savings Plan | Subsequent Event | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution 401(k) plan, employer contribution, percent of employees' gross pay, annual percentage increase | 16% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of the Provision for Income Taxes from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 5,449 | $ 0 | $ 0 |
State and local | 1,309 | 327 | 568 |
Foreign | 1,350 | 1,695 | 1,183 |
Total current expense (benefit) | 8,108 | 2,022 | 1,751 |
Deferred: | |||
Federal | (115,905) | (141,251) | (47,468) |
State and local | (3,334) | (7,360) | (2,034) |
Total deferred expense (benefit) | (119,239) | (148,611) | (49,502) |
Total income tax expense (benefit) | $ (111,131) | $ (146,589) | $ (47,751) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Income Tax Expense | |||
Expected provision at federal statutory tax rate | 21% | 21% | 21% |
State tax expense, net of federal benefit | 1.50% | 1.60% | 0.80% |
Permanent tax differences | (1.30%) | (0.60%) | (0.40%) |
Premium on convertible debt repurchase | 0% | 0% | (11.40%) |
Valuation allowance | (1.20%) | (0.80%) | (0.50%) |
Other | (0.10%) | (0.30%) | (0.30%) |
Total income tax expense (benefit) | 19.90% | 20.90% | 9.20% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Income tax credits | $ 4,298 | $ 4,306 |
Net operating losses | 328,977 | 340,023 |
Deferred revenue | 25,924 | 20,751 |
Nondeductible accruals | 32,899 | 25,738 |
Deferred manufacturing credits | 14,556 | 14,054 |
Loan liability | 115,161 | 11,404 |
Operating lease liability | 797,778 | 598,097 |
Interest expense | 51,305 | 38,327 |
Other | 38,910 | 27,190 |
Valuation allowance | (17,654) | (10,852) |
Deferred tax assets | 1,392,154 | 1,069,038 |
Deferred tax liabilities: | ||
Property, plant and equipment | 612,571 | 634,018 |
Accrued aircraft and engine maintenance | 70,997 | 38,755 |
Right-of-use asset | 803,232 | 608,176 |
Other | 13,115 | 14,932 |
Deferred tax liabilities | 1,499,915 | 1,295,881 |
Net deferred tax assets (liabilities) | $ (107,761) | $ (226,843) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Summary Of Income Taxes [Line Items] | |||
Valuation allowance | $ 17,654,000 | $ 10,852,000 | |
Foreign tax credits | 2,800,000 | ||
State net operating losses | 1,400,000 | ||
Liability recorded for interest and penalties on unrecognized tax benefits | 0 | $ 0 | $ 0 |
Domestic Tax Authority | |||
Summary Of Income Taxes [Line Items] | |||
Operating loss carryforwards | 1,400,000,000 | ||
State and Local Jurisdiction | |||
Summary Of Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 643,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Aircraft-Related Commitments and Financing Arrangements (Details) $ in Millions | Dec. 31, 2023 USD ($) aircraft aircraftEngine aircraft_engine |
Aircraft-Related Secured Debt | |
Interest Commitments | |
Interest commitments, 2024 | $ 80.2 |
Interest commitments, 2025 | 73.6 |
Interest commitments, 2026 | 67.3 |
Interest commitments, 2027 | 60.2 |
Interest commitments, 2028 | 51.7 |
Interest commitments, 2029 and beyond | $ 204.5 |
Secured Debt | 8.00% senior secured notes due in 2025 | |
Interest Commitments | |
Stated interest rate percentage | 8% |
Non-Aircraft-Related Secured Debt, Unsecured Debt And Convertible Debt | |
Interest Commitments | |
Interest commitments, 2024 | $ 96.7 |
Interest commitments, 2025 | 89.4 |
Interest commitments, 2026 | 5.9 |
Interest commitments, 2027 | 3.4 |
Interest commitments, 2028 | 3.4 |
Interest commitments, 2029 and beyond | 7.1 |
Aircraft and Related Flight Equipment | |
Committed Expenditures | |
Committed expenditures, 2024 | 507.6 |
Committed expenditures, 2025 | 1,018.6 |
Committed expenditures, 2026 | 1,034.3 |
Committed expenditures, 2027 | 1,100 |
Committed expenditures, 2028 | 1,035.2 |
Committed expenditures, 2029 and beyond | 923.8 |
Non-aircraft Related Commitments | |
Committed Expenditures | |
Committed expenditures, 2024 | 65 |
Committed expenditures, 2025 | 27.5 |
Committed expenditures, 2026 | 18.1 |
Committed expenditures, 2027 | 18 |
Committed expenditures, 2028 | 1.9 |
Committed expenditures, 2029 and beyond | $ 0 |
PurePower PW1100G-JM Engine | 2029 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Number of spare aircraft engines ordered | aircraft_engine | 19 |
A320 and A321 | |
Aircraft Rent Commitments [Abstract] | |
Number of delivered aircraft with secured debt financing commitments | aircraftEngine | 71 |
Airbus | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Future aircraft to be received | aircraft | 99 |
Airbus | 2025 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Number of aircraft with secured debt financing commitments scheduled for delivery | aircraft | 18 |
Airbus | 2029 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Number of aircraft without secured financing commitments scheduled for delivery | aircraft | 81 |
Third Party Lessor | A320Neo And A321Neo | 2025 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Future aircraft to be received | aircraftEngine | 22 |
Third Party Lessor | A320NEO | |
Aircraft Rent Commitments [Abstract] | |
Aircraft rent commitments, 2024 | $ 72.4 |
Aircraft rent commitments, 2025 | 167.8 |
Aircraft rent commitments, 2026 | 183.3 |
Aircraft rent commitments, 2027 | 183.3 |
Aircraft rent commitments, 2028 | 183.3 |
Aircraft rent commitments, 2029 and beyond | $ 1,409.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Jul. 19, 2022 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Estimated litigation liability | $ 6,000,000 | |||
Internal revenue service federal excise taxes | $ 27,500,000 | $ 34,900,000 | ||
Recognized a loss contingency | $ 0 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Tentative settlement amount | $ 8,300,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Employees (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) employeeGroup employee | |
Health Insurance Product Line | ||
Concentration Risk [Line Items] | ||
Accrued health care claims | $ | $ 11 | $ 9.1 |
Air Line Pilots Association, International (ALPA) | ||
Concentration Risk [Line Items] | ||
Collective bargaining arrangement, term | 2 years | |
Aircraft Mechanics Fraternal Association (AMFA) (2) | ||
Concentration Risk [Line Items] | ||
Number of employees included n union application (approximately) | employee | 700 | |
Number of employees, total | Unionized employees concentration risk | ||
Concentration Risk [Line Items] | ||
Union-represented employee groups | employeeGroup | 6 | |
Concentration of risk | 85% | |
Number of employees, total | Unionized employees concentration risk | Air Line Pilots Association, International (ALPA) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 27% | |
Number of employees, total | Unionized employees concentration risk | Association of Flight Attendants (AFA-CWA) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 47% | |
Number of employees, total | Unionized employees concentration risk | Professional Airline Flight Control Association (PAFCA) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 1% | |
Number of employees, total | Unionized employees concentration risk | International Association of Machinists and Aerospace Workers (IAMAW) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 3% | |
Number of employees, total | Unionized employees concentration risk | Transport Workers Union of America (TWU) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 2% | |
Number of employees, total | Unionized employees concentration risk | Aircraft Mechanics Fraternal Association (AMFA) (2) | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 5% |
Fair Value Measurements - Long-
Fair Value Measurements - Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2021 | May 12, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | $ 3,439.1 | $ 3,642.4 | ||
Estimated Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | $ 3,253.5 | 3,355 | ||
Secured Debt | 8.00% senior secured notes due in 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate percentage | 8% | |||
Carrying Value | $ 1,110 | 1,110 | ||
Secured Debt | Estimated Fair Value | Level 3 | 8.00% senior secured notes due in 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 1,121.9 | 1,085 | ||
Fixed-rate term loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 1,093.3 | 1,094.7 | ||
Fixed-rate term loans | Estimated Fair Value | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 1,099.9 | 1,003.9 | ||
Unsecured term loans due through 2031 | Unsecured term loans due through 2031 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 136.3 | 136.3 | ||
Unsecured term loans due through 2031 | Estimated Fair Value | Level 3 | Unsecured term loans due through 2031 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 128.3 | 116 | ||
2015-1 EETC Class A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 256.6 | 278.6 | ||
2015-1 EETC Class A | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 230.8 | 247.5 | ||
2015-1 EETC Class B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 40 | 48 | ||
2015-1 EETC Class B | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 39.4 | 45.6 | ||
2015-1 EETC Class C | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 0 | 63.8 | ||
2015-1 EETC Class C | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 0 | 63.1 | ||
2017-1 EETC Class AA | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 172.2 | 186.3 | ||
2017-1 EETC Class AA | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 149.6 | 161.6 | ||
2017-1 EETC Class A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 57.4 | 62.1 | ||
2017-1 EETC Class A | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 48.5 | 52.3 | ||
2017-1 EETC Class B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 48.2 | 51.7 | ||
2017-1 EETC Class B | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 42.9 | 44.9 | ||
2017-1 EETC Class C | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 0 | 85.5 | ||
2017-1 EETC Class C | Estimated Fair Value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | $ 0 | 85.1 | ||
Convertible notes | Convertible notes due in 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate percentage | 4.75% | 4.75% | ||
Carrying Value | $ 25.1 | 25.4 | ||
Convertible notes | Convertible notes due in 2026 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate percentage | 1% | 1% | ||
Carrying Value | $ 500 | 500 | ||
Convertible notes | Estimated Fair Value | Level 2 | Convertible notes due in 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | 42.3 | 44.9 | ||
Convertible notes | Estimated Fair Value | Level 2 | Convertible notes due in 2026 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated Fair Value | $ 349.9 | $ 405.1 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2021 | |
Control Agreements For Interest And Fee Payments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | $ 44.4 | ||
Secured Debt | 8.00% senior secured notes due in 2025 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stated interest rate percentage | 8% | ||
Convertible notes | Convertible notes due in 2026 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stated interest rate percentage | 1% | 1% | |
Convertible notes | Convertible notes due in 2026 | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Favorable mark to market adjustments, derivative liability | $ 18.1 | $ 20.3 | |
Standby letter of credit facility | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Letters of credit, limit, amount | 85 | 85 | |
Restricted cash | 75 | 75 | |
Letter of credit facility, amount outstanding | $ 55.9 | $ 31 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Deferred gains and other long-term liabilities | |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 865.2 | $ 1,346.4 |
Restricted cash | 119.4 | 119.4 |
Short-term investment securities | 112.5 | 107.1 |
Total assets | 1,097.1 | 1,572.9 |
Derivative liability | 11.1 | |
Total liabilities | 11.1 | 29.2 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 865.2 | 1,346.4 |
Restricted cash | 119.4 | 119.4 |
Short-term investment securities | 112.5 | 107.1 |
Total assets | 1,097.1 | 1,572.9 |
Derivative liability | 0 | |
Total liabilities | 0 | 0 |
Recurring basis | 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 |
Total assets | 0 | 0 |
Derivative liability | 11.1 | |
Total liabilities | 11.1 | 29.2 |
Recurring basis | 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 |
Total assets | 0 | 0 |
Derivative liability | 0 | |
Total liabilities | $ 0 | $ 0 |
Operating Segments and Relate_3
Operating Segments and Related Disclosures - Geographic Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total operating revenues | $ 5,362,549 | $ 5,068,447 | $ 3,230,775 |
DOT—Domestic | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total operating revenues | 4,676,100 | 4,371,800 | 2,824,800 |
DOT—Latin America and Caribbean | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total operating revenues | $ 686,400 | $ 696,600 | $ 406,000 |
Operating Segments and Relate_4
Operating Segments and Related Disclosures - Foreign Revenues (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total passenger revenue | Any individual foreign country | One Foreign Country | |||
Concentration Risk [Line Items] | |||
Concentration of risk (greater than) | 4% | 4% | 4% |
Uncategorized Items - save-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |