Spirit Airlines 2012 Annual Report Download - page 72

Notes to Financial Statements—(Continued)
Company's restricted cash balance, provided that the Company continues to satisfy certain liquidity and other financial covenants. Failure to meet these covenants would
provide the processors the right to reinstate a holdback, resulting in a commensurate reduction of unrestricted cash. As of December 31, 2012 and 2011 , the Company
continued to be in compliance with its credit card processing agreements, and the processors were holding back $0 of remittances.
The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of
December 31, 2012 and 2011 , was $144.8 million and $115.2 million , respectively.
Accrued liabilities included in other current liabilities as of December 31, 2012 and 2011 consist of the following:
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 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.
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.
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6.
Accrued Liabilities
As of December 31,
2012 2011
(in thousands)
Federal excise and other passenger taxes and fees payable
$
23,401
$
17,813
Aircraft maintenance
22,319
7,816
Salaries and wages
21,057
17,123
Airport expenses
16,024
10,682
Fuel
11,219
87
Aircraft and facility rent
8,020
7,206
Current portion of tax receivable agreement
7,987
27,399
Other
11,287
10,730
Accrued liabilities
$
121,314
$
98,856
7.
Common Stock and Preferred Stock