SPIRIT AIRLINES INCORPORATED SPIRIT AIRLINES, INC.
FORM 8-K
(Current report filing)
Filed 07/24/15 for the Period Ending 07/24/15
Address 2800 EXECUTIVE WAY MIRAMAR, FL 33025
Telephone 954-447-7920
CIK 0001498710
Symbol SAVE
SIC Code 4512 - Air Transportation, Scheduled
Industry Airline
Sector Transportation
Fiscal Year 12/31
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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 24, 2015 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 24, 2015 , the Company provided an update to investors regarding the Company's third quarter and full year guidance for the year ending December 31, 2015 ; 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.
Item 9.01 Financial Statements and Exhibits. (d) ExhibitsAct:
The following is furnished as an exhibit to this report and shall not be deemed "filed" for purposes of Section 18 of the Exchange
Exhibit No. Description
99.1 Investor Update regarding third quarter and full year guidance for the year ending December 31, 2015.
SIGNATURESPursuant 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 24, 2015 SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel
EXHIBIT INDEXExhibit No. Description
99.1 Investor Update regarding third quarter and full year guidance for the year ending December 31, 2015.
Exhibit 99.1
Investor Update
July 24, 2015
This investor update provides Spirit's third quarter and full year guidance for the year ending December 31, 2015. All data is based on preliminary estimates.
Our booking period averages less than 50 days; as such, our visibility into revenue trends beyond that is limited. Our forecast assumes current pricing and booking trends continue for the remainder of the year.
Capacity - Available Seat Miles (ASMs) 1Q15A 2Q15A 3Q15E 4Q15E FY2015E
ASMs (millions) 4,729 5,213 5,617 5,739 21,299
Year-over-Year % Change 25.0% 30.1% 34.6% 31.3% 30.3%
3Q15E FY2015E Operating Margin (1) 22.0% - 25.0% 21.5% - 23.0%
Operating Expense per ASM (CASM) (cents)
Adjusted CASM (1) 7.77 - 7.89 7.91 - 7.97
Less: Economic fuel expense per ASM (2) 2.35 2.38
Adjusted CASM ex-fuel (3) 5.42 - 5.54 5.53 - 5.59
Average Stage Length (miles) 988 990
Fuel Expense ($)
Fuel gallons (thousands) 67,135 253,421
Economic fuel cost per gallon (2) $1.97 $2.00
Selected Operating Expenses ($Millions)
Aircraft rent $53.6 $214.2
Depreciation and amortization $20.7 $75.6
.
Interest Expense, net of Capitalized Interest ($Millions)
Interest expense $6.3 $21.1
Capitalized interest (3.1) (11.7) Interest Expense, net of Capitalized Interest $3.2 $9.4
Effective Tax Rate 37% 37%
Wtd. Average Share Count (Millions)
Basic 72.1 72.4
Diluted 72.4 72.7
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Full Year 2015E Capital Expenditures ($Millions)
Aircraft capital expenditures (4) $ 620
Other capital expenditures (5) 67
Gross capital expenditures (4) $ 687
Anticipated proceeds from issuance of long term debt and sale/leaseback transactions $ 545
Other Working Capital Requirements
Payments for heavy maintenance events (6) $ 19
Pre-delivery deposits for flight equipment, net of refunds $ 114
Pre-paid maintenance deposits, net of reimbursements $ 23
Fuel Hedges | |||
Period | % of Est. Volume | Instrument | Avg. Price / Gallon |
3Q15 | 24% | USGC Jet Call Options | $1.90 |
4Q15 | 23% | USGC Jet Call Options | $1.92 |
Footnotes
(1) Excludes special items which may include unrealized gains or losses related to fuel derivative contracts, loss on disposal of assets, and special charges or credits. Includes realized gains or losses related to fuel derivative contracts.
(2) Includes fuel taxes, into-plane fuel cost, and realized gains and losses related to fuel derivative contracts. (3) Excludes all components of fuel expense, loss on disposal of assets, and special charges or credits.
(4) Includes amounts related to 14 aircraft scheduled for delivery in 2015, including $152 million that was funded as pre-delivery deposits in prior years that is held by the aircraft manufacturer. The Company has 15 aircraft scheduled for delivery in 2015. The Company has debt commitments for the first 11 aircraft delivering in 2015 and assumes it will debt finance 3 additional aircraft and direct lease 1 aircraft from a third-party.
(5) Includes the purchase of a spare engine.
(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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Aircraft Delivery Schedule (net of Scheduled Retirements) as of February 10, 2015
A319 | A320 CEO | A320 NEO | A321 CEO | A321 NEO | Total | |
Total Year-end 2014 | 29 | 34 | - | 2 | - | 65 |
1Q15 - 5 - - - 5
2Q15 - 3 - - - 3
3Q15 - - - 3 - 3
4Q15 - - 1 3 - 4
Total Year-end 2015 29 42 1 8 - 80
1Q16 (1) - 1 3 - 3
2Q16 (2) 1 1 2 - 2
3Q16 - 1 2 2 - 5
4Q16 - 1 - 2 - 3
Total Year-end 2016 26 45 5 17 - 93
2017 (4) 7 - 8 - 11
2018 (5) 2 6 5 - 8
2019 (1) - 3 - 10 12
2020 (7) - 13 - - 6
2021 (4) - 18 - - 14
Total Year-end 2021 5 54 45 30 10 144
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 1 A320ceo and 2 A321ceo lease expirations.
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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 Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events. When used in this release, the words "expects," "estimates," "plans," "anticipates," "indicates," "believes," "forecast," "guidance," "outlook," "may," "will," "should," "seeks," "targets" and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company's objectives, plans or goals, or actions the Company may take in the future, are
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 and fourth quarter and full year 2015 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. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company has no intent, nor undertakes any 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. Forward-looking statements are subject to a number of factors that could cause the Company's actual results to differ materially from the Company's expectations, including the competitive environment in the airline industry; the Company's ability to keep costs low; changes in fuel costs; the impact of worldwide economic conditions on customer travel behavior; the Company's ability to generate non-ticket revenues; and government regulation. 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 and Quarterly Reports on Form 10-Q.
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