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Form 8-K Spirit Airlines, Inc. For: Apr 28

April 29, 2015 11:52 AM EDT


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): April 29, 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 April 29, 2015, the Company provided an update to investors regarding the Company's guidance for the second quarter and full year 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)    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 second quarter and full year 2015 guidance

 

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: April 29, 2015
 
 
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 second quarter and full year 2015 guidance







Exhibit 99.1
Investor Update
April 29, 2015
This investor update provides Spirit's guidance for the second quarter ending June 30, 2015 and full year ending December 31, 2015. All data is based on preliminary estimates.
Capacity - Available Seat Miles (ASMs)
1Q15A

 
2Q15E

 
3Q15E

 
4Q15E

 
FY2015E

Year-over-Year % Change
25.0
%
 
32.2
%
 
34.5
%
 
30.6
%
 
30.7
%
 
 
2Q15E
 
FY2015E
 
 
 
 
 
 
 
 
 
Operating Margin(1)
24.5
%
-
26.5%
 
24.0
%
-
27.0%
 
 
 
 
 
 
 
 
 
Operating Expense per ASM (CASM) (cents)
 
 
 
 
 
 
 
Adjusted CASM(1)
7.88
-
8.00
 
7.90
-
8.02
Less: Economic fuel expense per ASM(2)
2.47
 
2.49
Adjusted CASM ex-fuel(3)
5.41
 
5.53
 
5.41

-
5.53
 
 
 
 
 
 
Average Stage Length (miles)
981
 
993
 
 
 
 
 
 
 
 
Fuel Expense per Gallon ($)
 
 
 
 
 
 
 
Economic fuel cost(2)
$2.04
 
$2.05
 
 
 
 
 
 
 
 
 
Fuel gallons (thousands)
64,220
 
259,103
 
 
 
 
 
 
 
 
 
Selected Operating Expenses ($Millions)
 
 
 
 
 
Aircraft rent
$53.2
 
$214.7
Depreciation and amortization
$17.8
 
$75.8
 
 
 
 
 
 
.
 
 
Interest Expense, net of Capitalized Interest ($Millions)
 
 
 
 
 
 
 
Interest expense
$4.9
 
$21.6
Capitalized interest
(3.1)
 
(11.9)
Interest Expense, net of Capitalized Interest
$1.8
 
$9.7
 
 
 
 
 
 
 
 
 
Effective Tax Rate
37%
 
37%
 
 
 
 
 
 
 
 
 
Wtd. Average Share Count (Millions)
 
 
 
 
 
 
 
 
Basic
72.9
 
72.9
 
Diluted
73.2
 
73.2
 


1






 
 
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)
 
$
20

 
 
Pre-delivery deposits for flight equipment, net of refunds
 
$
114

 
 
Pre-paid maintenance deposits, net of reimbursements
 
$
30

 


Fuel Hedges
 
 
 
Period
% of Est. Volume
Instrument
Avg. Price / Gallon*
2Q15
70%
USGC Jet Call Options
$1.90
3Q15
20%
USGC Jet Call Options
$1.92
4Q15
17%
USGC Jet Call Options
$1.94

*Average price per gallon hedged does not include fuel taxes, into-plane cost, and fuel hedge premiums.

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, fuel hedge premiums related to options settling in the period, 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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Spirit Airlines, Inc.
 
 
 
 
 
 
 
 
 
 
 
Aircraft Delivery Schedule (net of Scheduled Retirements) as of April 29, 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 second 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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