save-20230426
0001498710false00014987102023-04-262023-04-26

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 26, 2023

SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3518638-1747023
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2800 Executive WayMiramar,Florida33025
(Address of Principal Executive)(Zip Code)
(954) 447-7920
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

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))
Securities registered pursuant to Section 12(b) of the Act:
ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueSAVENew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.    Results of Operations and Financial Condition.
On April 26, 2023, Spirit Airlines, Inc. (the “Company” or “Spirit”) issued a press release announcing its unaudited financial results for the first quarter and full year of 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Non-GAAP financial measures that reflect adjustments from historical financial data prepared under GAAP, including adjustments for special items, are included in the press release as supplemental disclosures because the Company believes they are useful indicators of the Company's operating performance for comparative purposes. These non-GAAP financial measures are well recognized performance measurements in the airline industry that are frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. The non-GAAP financial measures provided have limitations as an analytical tool. Because of these limitations, non-GAAP financial measures should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The Company has also provided in the press release reconciliations of these non-GAAP financial measures to the appropriate GAAP financial measures.

Item 7.01.    Regulation FD Disclosure.
On April 26, 2023, the Company posted a copy of an investor update (the "Investor Update") providing second quarter and full year 2023 guidance as well as an updated Fleet Plan on its investor relations website at https://ir.spirit.com. A copy of the Investor Update and a copy of the Fleet Plan are furnished pursuant to this Item 7.01 as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein in its entirety. Investor are encouraged to read the Investor Update and Fleet Plan in conjunction with the Earnings Press Release. The Company reserves the right to discontinue availability of the Investor Update or the Fleet Plan from its website at any time.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by the Company under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. Additionally, the submission of the information set forth in this Item 7.01 is not deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

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
99.2
99.3
104Cover Page Interactive Data File (embedded within the Inline XBRL Document)












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 26, 2023SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel









spiritlogo.jpg contactinformationasof1023.jpg
EXHIBIT 99.1
Spirit Airlines Reports First Quarter 2023 Results

MIRAMAR, Fla., April 26, 2023 - Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today reported first quarter 2023 financial results.
First Quarter 2023
(unaudited)
As Reported
Adjusted1
Total operating revenues$1,349.8 million$1,349.8 million
Operating income (loss)$(112.4) Million$(91.3) Million
Operating margin(8.3)%(6.8)%
Net income (loss)$(103.9) million$(89.4) million
Diluted earnings (loss) per share$(0.95)$(0.82)

"For the first quarter 2023, our adjusted operating margin came in better than expected, helped by lower fuel and a strong revenue per available seat mile ("TRASM") performance. Looking ahead to the second quarter, demand continues to be strong and industry capacity remains constrained, both of which are beneficial for unit revenue. Our core business is solid, and the team is doing an excellent job solving for the problems within our control," said Ted Christie, Spirit's President and Chief Executive Officer. "Earlier this month, the Fort Lauderdale area experienced severe flash floods, requiring a 40-hour closure of the Fort Lauderdale airport. As a result of this weather event, Spirit canceled nearly 600 flights and diverted many others, disrupting travel plans for a substantial number of our Guests. Despite the significant and out-sized disruption to our network, our team was primed and ready to go on Friday morning once the airport re-opened. This quick recovery is a testament to the diligent efforts of our entire team as well as the innovative changes we have put in place to help accelerate recovery operations."

"The improvements we've made at Spirit to enhance the Guest experience and deliver high value are being recognized by many industry experts. In addition to Spirit being named the 'Value Airline of the Year' by Aviation Week Network's Air Transport World (ATW), last week WalletHub named Spirit the 'Most Affordable Airline' and No. 2 of 11 overall in its 2023 Best Airline Awards. I'm incredibly pleased and proud that the Spirit team is being recognized for their accomplishments."

First Quarter 2023 Financial Results
For the first quarter 2023, Spirit reported a net loss of $103.9 million, or a net loss of $0.95 per diluted share. Excluding special items, adjusted net loss for the first quarter 2023 was $89.4 million1, or an adjusted net loss of $0.82 per diluted share1.

For the first quarter 2023, Spirit reported a pre-tax loss of $141.6 million and a pre-tax margin of negative 10.5 percent. Adjusted pre-tax loss for the first quarter was $120.6 million1 and adjusted pre-tax margin was negative 8.9 percent1.

Operations
For the first quarter 2023, the Company's load factor was 80.8 percent. The Company experienced several adverse weather events across its network during the first quarter leading to a DOT on-time performance2 of 69.4 percent and a DOT Completion Factor2 of 98.3 percent. Excluding these weather-related and other uncontrollable events, the Company's controllable completion factor for the first quarter 2023 was 99.6 percent5.
1






Revenue
Total operating revenues for the first quarter 2023 were $1.3 billion, an increase of 39.5 percent compared to the first quarter 2022. Total revenue per ASM ("TRASM") was 10.22 cents, up 23.9 percent compared to first quarter 2022 on 12.7 percent more capacity. This TRASM result was in-line with expectations provided in mid-March 2023.

On a per passenger flight segment basis, compared to the same period in 2022, total revenue per passenger flight segment ("segment") for the first quarter 2023 increased 12.0 percent to $127.36. Compared to the first quarter 2022, fare revenue per segment increased 16.8 percent to $57.45 and non-ticket revenue per segment increased 8.3 percent to $69.913.

Cost Performance
Total GAAP operating expenses for the first quarter 2023 increased 24.0 percent compared to the first quarter 2022 to $1,462.2 million. Adjusted operating expenses for the first quarter 2023 increased 25.1 percent compared to the first quarter 2022 to $1,441.1 million4. Compared to the first quarter 2022, these increases were primarily driven by increased flight volume, additional aircraft, higher fuel prices and inflationary wage pressures.

Compared to the guidance Spirit gave in mid-March 2023, the Company's total operating expenses for the first quarter 2023 came in better-than-expected primarily due to a lower average fuel price per gallon for the quarter.

Aircraft utilization in the first quarter 2023 was 11.2 hours, up 3.7 percent compared to the 10.8 hours in the same period of 2022 and a sequential improvement from the fourth quarter 2022 of 3.7 percent.

"For the second quarter 2023, we estimate our operating margin will range between 4.5 to 6.5 percent. In this demand environment, and with a declining fuel price in the second quarter of this year, the business at full utilization should be producing double digit operating margins. However, we continue to be hampered by NEO engine availability and pilot attrition issues that are preventing us from ramping up aircraft utilization. The NEO engine issues should improve as the year progresses but will likely remain a drag on utilization for the rest of the year. Also, pilot attrition levels have improved slightly from last year, but they are still volatile and they have not yet improved to the levels that we had hoped. Given these continued constraints, and our concerns about Air Traffic Control staffing, our capacity is heading towards to the lower end of our previous full year 2023 guide of 18 to 20 percent," said Scott Haralson, Spirit's Chief Financial Officer. "We expect to be profitable for the remainder of the year with margins improving each quarter. We also expect our full year CASM ex-fuel to be around 7.0 cents. CASM ex-fuel should decline throughout the year as we improve efficiency with CASM ex-fuel in the fourth quarter 2023 being in the high 6’s."

Fleet
Spirit took delivery of five new A320neo aircraft during the first quarter 2023 and retired four A319ceo aircraft. The Company ended the quarter with 195 aircraft in its fleet, an increase of 10.8 percent since the end of first quarter 2022.

Liquidity and Capital Deployment
Spirit ended first quarter 2023 with unrestricted cash and cash equivalents, short-term investment securities and liquidity available under the Company's revolving credit facility of $1.7 billion.

Total capital expenditures for the three months ended March 31, 2023, were $86.0 million, primarily related to net outflows of aircraft pre-delivery deposits, expenditures related to the building of Spirit's new headquarters campus in Dania Beach, Florida and spare parts, including one spare engine.
2





First Quarter 2023 Highlights
Named Value Airline of the Year by Aviation Week Network's Air Transport World (ATW)
Ratified an amended collective bargaining agreement with its pilots represented by the Air Line Pilots Association
Launched the Spirit Wings Pilot Pathway program in partnership with Lynn University's Burton D. Morgan College of Aeronautics in Boca Raton, Florida, a collaboration that is a first of its kind for Spirit, allowing students to attend a traditional university while gaining valuable experience toward a future career flying the carrier's signature yellow planes
Raised more than $1.5 million for nonprofit organizations at its sixth annual Spirit Open in conjunction with the Spirit Charitable Foundation; the Foundation makes charitable investments in nonprofit organizations across the U.S., Latin America and the Caribbean that advance its three pillars: Children & Families, Service Members and the Environment. Furthermore, the Foundation continues to honor its long-term commitments and supports immediate community needs, such as last year's hurricane relief efforts in Florida
Initiated service to Norfolk, Virginia, announced new service to San Jose, California, and as part of celebrating its 20+ years in Puerto Rico, announced five new non-stop routes from San Juan, Puerto Rico

Merger Agreement with JetBlue
On October 19, 2022, Spirit stockholders voted to approve the Agreement and Plan of Merger (the "Merger Agreement"), among Spirit, JetBlue Airways Corporation ("JetBlue") and Sundown Acquisition Corp., a direct, wholly owned subsidiary of JetBlue, which was entered into on July 28, 2022. The completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals. Spirit and JetBlue expect to conclude the regulatory process and close the transaction no later than the first half of 2024. On March 7, 2023, the U.S. Justice Department filed suit to block the merger. The trial date for the lawsuit has been set for October 16, 2023.

Conference Call/Webcast Detail
Spirit will conduct a conference call to discuss these results tomorrow, April 27, 2023, at 10:00 a.m. Eastern US Time. A live audio webcast of the conference call will be available to the public on a listen-only basis at https://ir.spirit.com. An archive of the webcast will be available under "Events & Presentations" for 60 days.

About Spirit Airlines
Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. This allows our Guests to pay only for the options they choose — like bags, seat assignments, refreshments and Wi-Fi — something we call À La Smarte®. Our Fit Fleet® is one of the youngest and most fuel-efficient in the United States. We serve destinations throughout the U.S., Latin America and the Caribbean, making it possible for our Guests to venture further and discover more than ever before. We are committed to inspiring positive change in the communities where we live and work through the Spirit Charitable Foundation. Come save with us at spirit.com.

Forward Looking Guidance
The forward-looking guidance items provided in this release are based on the Company's current estimates and are not a guarantee of future performance. There could be significant risks and uncertainties that could cause actual results to differ materially, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission. Spirit undertakes no duty to update any forward-looking statements or estimates.

Investors are encouraged to read this press release in conjunction with the company's Investor Update which provides additional information about the company's forward-looking estimates for certain financial metrics and is included along with this press release in the Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission. The Investor Update is also available at https://ir.spirit.com. Management will also discuss certain business outlook items during the quarterly earnings conference call.
3








Investors are also encouraged to read the Company's periodic and current reports filed with or furnished to the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, for additional information regarding the Company.

End Notes
(1) See "Reconciliation of Adjusted Net Income (Loss), Adjusted Pre-Tax Income (Loss), and Adjusted Operating Income (Loss) to GAAP Net Income (Loss)" tables below for more details.
(2) Results are based on preliminary data compared to major and regional U.S. airlines.
(3) See "Calculation of Total Non-Ticket Revenue per Passenger Flight Segment" table below for more details.
(4) See "Reconciliation of Adjusted Operating Expenses to GAAP Operating Expenses" table below for more details.
(5) Controllable completion factor excludes the following events, which are outside of the Company's control, from the calculation of completion factor: weather, air traffic and uncontrolled airport/runway closures, which may include acts of nature, disabled aircraft incidents on the runway, political/civil unrest and disturbances preventing normal operations within airline control, among others, and any city/state closures as declared by local authorities and asserted by our Security department.

Cautionary Statement Regarding Forward Looking Statements
Forward-Looking 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, guidance for 2023 and statements regarding the Company's intentions and expectations regarding revenues, cash burn, capacity and passenger demand, additional financing, capital spending, operating costs and expenses, pre-tax income, pre-tax margin, taxes, hiring, aircraft deliveries and stakeholders, vendors and government support. 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 include, among others, results of operations and financial condition, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, the consummation of the merger with JetBlue and other factors, as described in the Company’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. 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. 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.
4





SPIRIT AIRLINES, INC.
Condensed Consolidated Statement of Operations
(unaudited, in thousands, except per-share amounts)

 Three Months Ended
March 31,Percent
20232022Change
Operating revenues:
Passenger$1,327,473 $949,744 39.8 %
Other22,301 17,571 26.9 %
Total operating revenues1,349,774 967,315 39.5 %
Operating expenses:
Aircraft fuel487,711 368,585 32.3 %
Salaries, wages and benefits
389,185 305,890 27.2 %
Landing fees and other rents97,345 82,936 17.4 %
Depreciation and amortization
77,991 76,191 2.4 %
Aircraft rent85,267 66,044 29.1 %
Maintenance, materials and repairs54,414 45,515 19.6 %
Distribution48,017 35,351 35.8 %
Special charges13,983 15,563 (10.2)%
Loss on disposal of assets7,100 11,552 (38.5)%
Other operating
201,156 171,156 17.5 %
Total operating expenses1,462,169 1,178,783 24.0 %
Operating income (loss)(112,395)(211,468)(46.9)%
Other (income) expense:
Interest expense51,793 37,880 36.7 %
Capitalized interest(7,648)(5,262)45.3 %
Interest income(15,434)(467)NM
Other (income) expense542 417 30.0 %
Total other (income) expense29,253 32,568 (10.2)%
Income (loss) before income taxes(141,648)(244,036)(42.0)%
Provision (benefit) for income taxes(37,737)(49,333)(23.5)%
Net income (loss)$(103,911)$(194,703)(46.6)%
Basic earnings (loss) per share$(0.95)$(1.79)(46.9)%
Diluted earnings (loss) per share$(0.95)$(1.79)(46.9)%
Weighted-average shares, basic109,110 108,581 0.5 %
Weighted-average shares, diluted109,110 108,581 0.5 %
NM: "Not Meaningful"


5





SPIRIT AIRLINES, INC.
Selected Operating Statistics
(unaudited)

 Three Months Ended March 31,Percentage Change
Operating Statistics20232022
Available seat miles (ASMs) (thousands)13,209,136 11,718,896 12.7 %
Revenue passenger miles (RPMs) (thousands)10,674,879 9,050,034 18.0 %
Load factor (%)80.8 77.2 3.6  pts
Passenger flight segments (thousands)10,598 8,506 24.6 %
Departures72,749 60,958 19.3 %
Total operating revenue per ASM (TRASM) (cents)10.22 8.25 23.9 %
Average yield (cents)12.64 10.69 18.2 %
Fare revenue per passenger flight segment ($)57.45 49.19 16.8 %
Non-ticket revenue per passenger flight segment ($)69.91 64.53 8.3 %
Total revenue per passenger flight segment ($)127.36 113.72 12.0 %
CASM (cents)11.07 10.06 10.0 %
Adjusted CASM (cents) (1)10.91 9.83 11.0 %
Adjusted CASM ex-fuel (cents) (1)(2)7.22 6.68 8.1 %
Fuel gallons consumed (thousands)142,343 124,916 14.0 %
Average fuel cost per gallon ($)3.43 2.95 16.3 %
Aircraft at end of period195 176 10.8 %
Average daily aircraft utilization (hours)11.2 10.8 3.7 %
Average stage length (miles)986 1,048 (5.9)%

 
(1)Excludes operating special items.
(2)Excludes fuel expense and operating special items.






6





Non-GAAP Financial Measures
The Company evaluates its financial performance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures, including Adjusted operating expenses, Adjusted operating income (loss), Adjusted operating margin, Adjusted pre-tax income (loss),
Adjusted pre-tax margin, Adjusted net income (loss), Adjusted provision (benefit) for income taxes, Adjusted diluted earnings (loss) per share, Adjusted CASM and Adjusted CASM ex-fuel. These non-GAAP financial measures are provided as supplemental information to the financial information presented in this press release that is calculated and presented in accordance with GAAP and these non-GAAP financial measures are presented because management believes that they supplement or enhance management’s, analysts’ and investors’ overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among current, past and future periods.

Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in the method of calculation and in the items being adjusted. We encourage investors to review our financial statements and other filings with the Securities and Exchange Commission in their entirety and not to rely on any single financial measure.

The information below provides an explanation of certain adjustments reflected in the non-GAAP financial measures and shows a reconciliation of non-GAAP financial measures reported in this press release (other than forward-looking non-GAAP financial measures) to the most directly comparable GAAP financial measures. Within the financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Per unit amounts presented are calculated from the underlying amounts.

The Company believes that adjusting for loss on disposal of assets and special charges is useful to investors because these items are not indicative of the Company’s ongoing performance and the adjustments are similar to those made by our peers and allow for enhanced comparability to other airlines.

Operating expenses per available seat mile (“CASM”) is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. We exclude aircraft fuel and related taxes and special items from operating expenses to determine Adjusted CASM ex-fuel. We also believe that excluding fuel costs from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence and increases comparability with other airlines that also provide a similar metric.



7






Calculation of Total Non-Ticket Revenue per Passenger Flight Segment
(unaudited)

Three Months Ended
March 31,
(in thousands, except per-segment data)20232022
Operating revenues
Fare$608,861 $418,418 
Non-fare 718,612 531,326 
Total passenger revenues1,327,473 949,744 
Other revenues22,301 17,571 
Total operating revenues$1,349,774 $967,315 
Non-ticket revenues (1)$740,913 $548,897 
Passenger segments10,598 8,506 
Non-ticket revenue per passenger flight segment ($)$69.91$64.53

(1)Non-ticket revenues equal the sum of non-fare passenger revenues and other revenues.


Special Items
(unaudited) (1)
Three Months Ended
March 31,
(in thousands)20232022
Operating special items include the following:
Loss on disposal of assets (2)7,100 11,552 
Operating special expense (3)13,983 15,563 
Total special items (1)$21,083 $27,115 

(1)Refer to the section "Non-GAAP Financial Measures" for additional information.
(2)2023 includes amounts related to the loss on two aircraft sale leaseback transactions net of gains related to the sale of four A319 aircraft. 2022 includes amounts related to the impairment of one spare engine and the loss on three aircraft sale leaseback transactions.
(3)2023 includes legal, advisory, retention award program and other fees related to the Merger Agreement. 2022 includes amounts related to legal, advisory, retention award program and other fees related to the former merger agreement with Frontier Group Holdings.




8





Reconciliation of Adjusted Operating Expenses to GAAP Operating Expenses
(unaudited)

 Three Months Ended
March 31,
(in thousands, except CASM data in cents)20232022
Total operating expenses, as reported$1,462,169 $1,178,783 
Less: Operating special items expense (credit)
21,083 27,115 
Adj. Operating expenses, non-GAAP (1)1,441,086 1,151,668 
Less: Aircraft fuel expense487,711 368,585 
Adj. Operating expenses excluding fuel, non-GAAP (2)$953,375 $783,083 
Available seat miles13,209,136 11,718,896 
CASM (cents)11.07 10.06 
Adj. CASM (cents) (1)10.91 9.83 
Adj. CASM ex-fuel (cents) (2)7.22 6.68 
(1)Excludes operating special items. Refer to the section "Non-GAAP Financial Measures" for additional information.
(2)Excludes operating special items and aircraft fuel expense. Refer to the section "Non-GAAP Financial Measures" for additional information.

Reconciliation of Adjusted Provision (Benefit) for Income Taxes to GAAP Provision (Benefit) for Net Income (unaudited)

 Three Months Ended
March 31,
(in thousands)20232022
Provision (benefit) for income taxes, as reported$(37,737)$(49,333)
Less: Net Income (loss) tax impact of special items(6,543)(5,869)
Adj. Provision (benefit) for income taxes, net, non-GAAP (1)$(31,194)$(43,464)

(1)The Company determined the Adjusted Provision (Benefit) for Income Taxes by calculating our estimated annual effective tax rate on adjusted pre-tax income
and applying it to Adjusted Income (Loss) Before Income Taxes.


9






Reconciliation of Adjusted Net Income (Loss), Adjusted Pre-Tax Income (Loss), and Adjusted Operating Income
(Loss) to GAAP Net Income (Loss)(unaudited) (1)

 Three Months Ended
March 31,
(in thousands, except per-share data)20232022
Net income (loss), as reported$(103,911)$(194,703)
Add: Provision (benefit) for income taxes(37,737)(49,333)
Income (loss) before income taxes, as reported (141,648)(244,036)
Pre-tax margin(10.5)%(25.2)%
Add: Special items expense (credit) (2)21,083 27,115 
Adj. Income (loss) before income taxes, non-GAAP (3)(120,565)(216,921)
Adj. Pre-tax margin, non-GAAP (3)(8.9)%(22.4)%
Add: Total other (income) expense29,253 32,568 
Adj. Operating income (loss), non-GAAP (3)(91,312)(184,353)
Adj. Operating margin, non-GAAP (3)(6.8)%(19.1)%
Adj. Provision (benefit) for income taxes (4)(31,194)(43,464)
Adj. Net income (loss), non-GAAP (3)$(89,371)$(173,457)
Weighted-average shares, diluted 109,110 108,581 
Adj. Net income (loss) per share, diluted (3)$(0.82)$(1.60)
Total operating revenues$1,349,774 $967,315 

(1)Refer to the section "Non-GAAP Financial Measures" for additional information.
(2)See "Special Items" for more details.
(3)Excludes operating special items. Refer to the section "Non-GAAP Financial Measures" for additional information.
(4)See "Reconciliation of Adjusted Provision (Benefit) for Income Taxes to GAAP Provision (Benefit) for Net Income" table above for more details.

Reconciliation of Adjusted Net Income (Loss) per Share to GAAP Net Income (Loss) per Share (unaudited)
            
 Three Months Ended
March 31,
(per share)20232022
Net income (loss) per share, diluted, as reported$(0.95)$(1.79)
Add: Impact of special items0.19 0.25 
Add: Tax impact of special items (2)(0.06)(0.05)
Adj. Net income (loss) per share, diluted, non-GAAP (1)$(0.82)$(1.60)

(1)Refer to the section "Non-GAAP Financial Measures" for additional information.
(2) Reflects the difference between the Company's GAAP Provision (Benefit) for Income Taxes and Adjusted Provision (Benefit) for Income Taxes as presented in
the Reconciliation of Adjusted Net income to GAAP Net Income, on a per share basis.
10
spiritlogob.jpg    EXHIBIT 99.2

Investor Update as of April 26, 2023

The second quarter and full year 2023 guidance items provided below are based on the Company's current estimates and are not a guarantee of future performance. There could be significant risks and uncertainties that could cause actual results to differ materially, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission. Spirit undertakes no duty to update any forward-looking statements or estimates.

We estimate total revenue for the second quarter 2023 will range between $1.46 and $1.48 billion, up about 6.5 to 8.0 percent on a capacity increase of 17.7 percent year over year. In the second quarter 2023, we begin comping a period that benefited greatly from pent-up travel demand. So, while this revenue guide implies total RASM is down year over year, the year over year comparison is not a true reflection of the underlying current strong demand environment. If you were to compare this expectation to second quarter 2019, it equates to total RASM being up about 11.5 to 13 percent on a capacity increase of nearly 30 percent.

Second Quarter 2023E
Total revenues ($billions)$1.46 to $1.48
Adjusted Operating margin (%)(1)
4.5% to 6.5%
Fuel cost per gallon ($)(2)
~$2.60
Fuel gallons (millions)~151
Total other (income) expense ($millions)(3)
$24.5
Effective tax rate(1)
25%
Weighted average diluted share count (millions)(4)
111.8
Full Year 2023E
Total capital expenditures ($millions)(5)
Pre-delivery deposits, net of refunds$75
Aircraft and engine purchases$30
Other capital expenditures$255
1Q23A2Q23EFull Year 2023E
Available seat miles % change vs. 202212.7%17.7%18% to 20%

(1)Excludes special items, which may include loss on disposal of assets, special charges and credits and other items which are not estimable at this time. The Company believes that adjusting for loss on disposal of assets, special charges and credits and other items is useful to investors because these items are not indicative of the Company’s ongoing performance and the adjustments are similar to those made by our peers and allow for enhanced comparability to other airlines.
(2)Includes fuel taxes and into-plane fuel cost.
(3)Includes interest expense, capitalized interest, interest income and other income and expense. Excludes any potential change in the mark to market adjustment related to the derivative portion of the 2026 Convertible Notes.
(4)Includes the estimated dilutive impact from the outstanding 2025 Convertible Notes and the estimated dilutive impact, if any, from outstanding equity awards and warrants.
(5)Total capital expenditures assumes all new aircraft deliveries are either delivered under direct leases or financed through sale-leaseback transactions.




Non-GAAP Financial Measures
Adjusted operating expenses and adjusted operating margin are non-GAAP financial measures, which are provided on a forward-looking basis. The Company does not provide a reconciliation of non-GAAP measures on a forward-looking basis where the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in/excluded from the GAAP financial measures without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company’s control or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. These non-GAAP financial measures are provided because management believes that they supplement or enhance management’s, analysts’ and investors’ overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among current, past and future periods. Investors are encouraged to read this investor update in conjunction with the company's Earnings Release which provides additional information about the company's non-GAAP financial measures and is included along with this investor update in the Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission. The Earnings Release is also available at https://ir.spirit.com.

Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in the method of calculation and in the items being adjusted. We encourage investors to review our financial statements and other filings with the Securities and Exchange Commission in their entirety and not to rely on any single financial measure.

Forward Looking Statements
Forward-Looking Statements in this investor update 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, guidance for 2023 and statements regarding the Company's intentions and expectations regarding revenues, cash burn, capacity and passenger demand, additional financing, capital spending, operating costs and expenses, pre-tax income, pre-tax margin, taxes, hiring, aircraft deliveries and stakeholders, vendors and government support. 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 include, among others, results of operations and financial condition, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, the consummation of the merger with JetBlue and other factors, as described in the Company’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. Furthermore, such forward-looking statements speak only as of the date of this investor update. 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. 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.





A319 CEO A320 CEO A320 NEO A321 CEO A321 NEO Total 31 64 69 30 — 194 1Q23 (4) — 5 — — 1 2Q23 (4) — 5 — 1 2 3Q23 (3) — 3 — 5 5 4Q23 (3) — 3 — 2 2 17 64 85 30 8 204 1Q24 (7) — 5 — 4 2 2Q24 (3) — 4 — 6 7 3Q24 (5) — 3 — 9 7 4Q24 — — 1 — 5 6 2 64 98 30 32 226 Note: (1) Seat Configurations Seats 145 182/182 228/235 Spirit Airlines, Inc. Fleet Plan as of April 26, 2023 A321 CEO/NEO Total Aircraft Year-end 2022 Total Aircraft Year-end 2023 (1) Aircraft Type A319 CEO Total Aircraft Year-end 2024 (1) A320 CEO/NEO Includes the exit of 29 A319 aircraft that are under contract to be sold. Does not include lease expirations.