Current Report Filing (8-k)
February 09 2016 - 9:31AM
Edgar (US Regulatory)
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): February 9, 2016
____________________
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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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:
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[] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 February 9, 2016, the Company provided an update to investors regarding the Company's first quarter and full year guidance for the year ending December 31, 2016 ; 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 will 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.
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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:
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Exhibit No. | Description | | | | | |
99.1 | Investor Update regarding first quarter and full year guidance for the year ending December 31, 2016. |
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.
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Date: February 9, 2016 | | | SPIRIT AIRLINES, INC. | |
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| | | By: /s/ Thomas Canfield | |
| | | Name: Thomas Canfield | |
| | | Title: Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. | Description | | | | | |
99.1 | Investor Update regarding first quarter and full year guidance for the year ending December 31, 2016. |
Exhibit 99.1
Investor Update
February 9, 2016
This investor update provides Spirit's first quarter and full year 2016 guidance. All data is based on preliminary estimates.
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| | 1Q16E |
Capacity - Available Seat Miles (ASMs) | | | |
Year-over-Year % Change | 27.5% |
| | | | |
Operating Margin(1) | 19.0 | % | - | 20.5% |
| | | | |
Operating Expense per ASM (CASM) (cents) | | | |
Adjusted CASM ex-fuel year-over-year % change(2) | (2.5 | )% | - | (3.5)% |
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Average Stage Length (miles) | 1,005 |
| | | |
Fuel Expense ($) | | | |
Fuel gallons (millions) | 70.1 |
Economic fuel cost per gallon(3) | $1.25 |
| | | | |
Selected Operating Expenses ($Millions) | |
Aircraft rent | $53.6 |
Depreciation and amortization | $23.0 |
| | | | |
Interest Expense, net of Capitalized Interest ($Millions) | | | |
Interest expense | $8.6 |
Capitalized interest | (3.2) |
Interest expense, net of capitalized interest | $5.4 |
| | | | |
Effective Tax Rate | 37% |
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Wtd. Average Share Count (Millions) | | | |
| Diluted | 71.7 |
Full Year 2016 Guidance
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| | | | | | |
| | Full Year 2016E |
Capacity - Available Seat Miles (ASMs) | | | |
Year-over-Year % Change | 20% |
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Operating Expense per ASM (CASM) (cents) | | | |
Adjusted CASM ex-fuel year-over-year % change(3) | Flat to down 1% |
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Average Stage Length (miles) | 990 |
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Fuel gallons (millions) | 296.3 |
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Selected Operating Expenses ($Millions) | |
Aircraft rent |
| $235 |
| - | $245 |
Depreciation and amortization |
| $110 |
| - | $120 |
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Interest Expense, net of Capitalized Interest ($Millions) | | | |
Interest expense | $42.0 |
Capitalized interest | (13.0) |
Interest expense, net of capitalized interest | $29.0 |
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Effective Tax Rate | 37% |
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Wtd. Average Share Count (Millions) | | | |
Diluted | 71.8 |
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Capital Expenditures | |
Aircraft capital expenditures(5) | $530 |
Other capital expenditures | 100 |
Gross capital expenditures(4) | $630 |
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Anticipated proceeds from issuance of long-term debt and sale/leaseback transactions | $456 |
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Other Working Capital Requirements | |
Payments for heavy maintenance events(5) | $110 |
Pre-delivery deposits for flight equipment, net of refunds | $218 |
Pre-paid maintenance deposits, net of reimbursements | $35 |
Footnotes
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(1) | Excludes special items which may include loss on disposal of assets, and special charges. |
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(2) | Excludes all components of fuel expense, loss on disposal of assets, and special charges or credits. |
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(3) | Includes fuel taxes and into-plane fuel cost. |
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(4) | Includes amounts related to 12 aircraft delivered in 2016, including $154 million that was funded as pre-delivery deposits in prior years that was held by the aircraft manufacturer. |
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(5) | 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. |
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| | | | Aircraft Delivery Schedule (net of Scheduled Retirements) as of February 9, 2016 |
| A319 |
| | A320 CEO |
| | A320 NEO |
| | A321 CEO |
| | A321 NEO |
| | Total |
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Total Year-end 2015 | 29 |
| | 42 |
| | — |
| | 8 |
| | — |
| | 79 |
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| | | | | | | | | | | | | | |
| | 1Q16 | | — |
| | 1 |
| | 1 |
| | 3 |
| | — |
| | 5 |
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| | 2Q16 | | (2 | ) | | 2 |
| | 1 |
| | 2 |
| | — |
| | 3 |
|
| | 3Q16 | | (1 | ) | | — |
| | 1 |
| | 2 |
| | — |
| | 2 |
|
| | 4Q16 | | — |
| | — |
| | 2 |
| | 2 |
| | — |
| | 4 |
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Total Year-end 2016 | 26 |
| | 45 |
| | 5 |
| | 17 |
| | — |
| | 93 |
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| | | | | | | | | | | | | | |
| | 2017 | | (4 | ) | | 8 |
| | — |
| | 8 |
| | — |
| | 12 |
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| | 2018 | | (5 | ) | | 2 |
| | 6 |
| | 5 |
| | — |
| | 8 |
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| | 2019 | | (1 | ) | | — |
| | 3 |
| | — |
| | 10 |
| | 12 |
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| | 2020 | | (7 | ) | | — |
| | 13 |
| | — |
| | — |
| | 6 |
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| | 2021 | | (4 | ) | | — |
| | 18 |
| | — |
| | — |
| | 14 |
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Total Year-end 2021 | 5 |
| | 55 |
| | 45 |
| | 30 |
| | 10 |
| | 145 |
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Notes: | | | | |
Includes aircraft on firm order as well as 5 leased A320neo aircraft. | | | | |
2017 reflects scheduled deliveries of 8 A320ceo and 10 A321ceo aircraft, net of 2 A321ceo lease expirations. |
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Seat Configurations | | | | | | | | | | | |
| A319 | 145 | | | | | | | | | | | |
| A320 | 178/182 | | | | | | | | | | |
| A321 | 218/228 | | | | | | | | | | |
Note: We have been notified by our third-party lessor that the delivery of one or more of the A320neos scheduled for delivery in 2016 may be delayed until 2017.
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 first quarter and full year 2016 including expectations regarding the delivery schedule of aircraft on order, announced new service routes, revenues, 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. Factors that could cause or contribute to such differences include, but are not limited to, those identified below. Furthermore, such forward-looking statements speak only as of the date of this report. 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. Additional 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. You should carefully consider the risks described below and the other information in this report. If any of the following risks materialize, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. 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 these and other 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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