Spirit Airlines, Inc.
Spirit Airlines, Inc. (Form: 8-K, Received: 07/27/2017 12:23:21)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : July 27, 2017
____________________
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-35186
(Commission File Number)
38-1747023
(IRS Employer Identification Number)

2800 Executive Way
Miramar, Florida 33025
(Address of principal executive offices, including Zip Code )

(954) 447-7920
(Registrant's telephone number, including area code)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
  






Item 7.01
Regulation FD Disclosure.
The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
On July 27, 2017 , the Company provided an update to investors regarding the Company's third quarter and full year 2017 guidance; a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The guidance provided therein is only an estimate of what the Company believes is realizable as of the date of this investor update. Actual results may vary from the guidance and the variations may be material. The Company undertakes no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.


Item 9.01
Financial Statements and Exhibits.
(d)      Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:

Exhibit No.
Description
 
 
 
 
 
99.1
Investor Update regarding third quarter and full year guidance for the year ending December 31, 2017.

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 27, 2017
 
 
SPIRIT AIRLINES, INC.
 
 
 
 
 
 
 
 
 
By: /s/ Thomas Canfield
 
 
 
 
Name: Thomas Canfield
 
 
 
 
Title: Senior Vice President and General Counsel
 
 
 
 
 







EXHIBIT INDEX

Exhibit No.
Description
 
 
 
 
 
99.1
Investor Update regarding third quarter and full year guidance for the year ending December 31, 2017.







IMAGE0A03A01A23.JPG
Exhibit 99.1
Investor Update
July 27, 2017
This investor update provides Spirit's third quarter and full year 2017 guidance. All data is based on preliminary estimates.

 
 
 
3Q17E
 
 
 
FY17E
 
Capacity - Available Seat Miles (ASMs)
 
 
 
 
 
Year-over-Year % Change
 
21.5%
 
 
16.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenue per ASM (TRASM)
 
 
 
 
 
 
 
Year-over-Year % Change
Down 2% to 4%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Expense Ex-Fuel per ASM
 
 
 
 
 
 
 
Adjusted CASM ex-fuel year-over-year % change (1)
Down 1% to Up 1%
 
Up 2% to 3%
 
 
 
 
 
 
Average Stage Length (miles)
 
1,014
 
 
 
1,000
 
 
 
 
 
 
 
 
 
Fuel Expense ($)
 
 
 
 
 
 
 
Fuel gallons (millions)
 
93.0
 
 
 
~347
 
Economic fuel cost per gallon (2)
 
$1.67
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Operating Expenses ($Millions)
 
 
 
 
 
Aircraft rent
 
$53.7
 
 
$215 to $220
Depreciation and amortization
 
$37.2
 
 
$140 to $145
 
 
 
 
 
 
 
 
 
Interest Expense, net of Capitalized Interest ($Millions)
 
 
 
 
 
 
 
Interest expense
 
$15.4
 
 
 
$58.0
 
Capitalized interest
 
$(3.4)
 
 
 
$(13.5)
 
     Interest expense, net of capitalized interest
 
$12.0
 
 
 
$44.5
 
 
 
 
 
 
 
 
 
 
Effective Tax Rate
 
37%
 
 
 
37.5%
 
 
 
 
 
 
 
 
 
 
Wtd. Average Diluted Share Count (Millions)
 
69.6
 
 
 
69.6

 

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Full Year 2017 Guidance
 
 
 
 
Full Year 2017E
 
 
 
 
Estimated Cash Tax Rate (3)
0%
 
 
 
 
 
 
Capital Expenditures ($MM)
 
Aircraft capital expenditures, including pre-delivery deposits paid in prior years (4)
 
$771
 
Other capital expenditures (5)
 
85

 
Gross capital expenditures
 
$856
 
 
 
Anticipated proceeds from issuance of long-term debt ($MM)
 
$633
 
 
 
Other Working Capital Requirements ($MM)
 
Payments for heavy maintenance events (6)
 
$151
 
Pre-delivery deposits paid for flight equipment, net of refunds
 
$150
 
Pre-paid maintenance deposits, net of reimbursements
 
$28
 
 
 
 
 
 
Footnot es
(1)
Excludes all components of fuel expense, loss on disposal of assets, and special items.
(2)
Includes fuel taxes and into-plane fuel cost.
(3)
Spirit's cash tax rate differs from its effective tax rate primarily due to the benefit related to bonus depreciation on the acquisition of purchased aircraft.
(4)
Includes amounts related to 17 of the aircraft delivered or scheduled to be delivered in 2017, including $220.5 million that was funded as pre-delivery deposits in prior years.
(5)
Includes the purchase of three spare engines.
(6)
Payments for heavy maintenance events are recorded as "Long-term deposits and other assets" within "Changes in operating assets and liabilities" on the Company's cash flow statement.
 
 
 
 
 
 



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Spirit Airlines, Inc.
 
 
 
 
 
 
 
 
 
 
 
Aircraft Delivery Schedule (net of Scheduled Retirements) as of July 27, 2017
 
A319

 
A320 CEO

 
A320 NEO

 
A321 CEO

 
Total

 
Total Year-end 2016
29

 
45

 
5

 
16

 
95

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1Q17
 
2

 

 

 
3

 
5

 
 
 
2Q17
 

 
3

 

 
1

 
4

 
 
 
3Q17
 

 
1

 

 
2

 
3

 
 
 
4Q17
 

 
2

 

 
3

 
5

 
Total Year-end 2017
31

 
51

 
5

 
25

 
112

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1Q18
 

 
1

 

 
5

 
6

 
 
 
2Q18
 

 
1

 

 

 
1

 
 
 
3Q18
 

 
2

 

 

 
2

 
 
 
4Q18
 

 
1

 

 

 
1

 
Total Year-end 2018
31

 
56

 
5

 
30

 
122

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
(1
)
 
1

 
14

 

 
14

 
 
 
2020
 
(5
)
 

 
16

 

 
11

 
 
 
2021
 
(5
)
 

 
18

 

 
13

 
Total Year-end 2021
20

 
57

 
53

 
30

 
160

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
The listed A321ceo aircraft in 2017 reflect scheduled deliveries of 11 A321ceo aircraft, net of 2 A321ceo lease expirations (1 in 3Q17 and 1 in 4Q17).
 
 
 
 
 
 
 
 
 
 
 
 
Seat Configurations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A319
145
 
 
 
 
 
 
 
 
 
 
 
A320
178/182
 
 
 
 
 
 
 
 
 
 
A321
218/228
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Forward-Looking Statements
Statements in this release and certain oral statements made from time to time by representatives of the Company contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding the delivery schedule of aircraft on order, guidance and estimates for the third quarter and full year 2017 , including expectations regarding the delivery schedule of aircraft on order, announced new service routes, revenues, TRASM, cost of operations, operating margin, capacity, CASM, CASM ex-fuel, fuel expense, economic fuel cost, expected unrealized mark-to-market gains or losses, capital expenditures and other working capital requirements, aircraft rent, depreciation and amortization, fuel hedges and tax rates. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. References in this report to “Spirit,” “we,” “us,” “our,” or the “Company” shall mean Spirit Airlines, Inc., unless the context indicates otherwise. Additional information concerning certain factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.







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