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): November 7, 2023
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33160 | | 20-2436320 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3801 South Oliver, Wichita, Kansas 67210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (316) 526-9000
| | Not Applicable | |
| | (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 (see General Instruction A.2. below):
| ¨ | 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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | | SPR | | New 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 7.01 | Regulation FD Disclosure. |
Financings
On November 7, 2023, Spirit AeroSystems Holdings, Inc. (the “Company”) issued press releases announcing that (1) it intends to offer shares of its Class A common stock pursuant to an effective registration statement on Form S-3 and (2) Spirit AeroSystems, Inc., the Company’s direct wholly-owned subsidiary, intends to offer exchangeable notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
In connection with these proposed offerings, the Company plans to make certain disclosures, as described under “EBITDA and Adjusted EBITDA” below.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as a substitute for net (loss) income or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The Company believes that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information to investors about its operating profitability adjusted for certain non-cash items and other gains and expenses that the Company believes are not part of its core operating business and are not an indication of the Company’s future earnings performance.
We define “EBITDA” as net (loss) income adjusted for noncontrolling interest in earnings of subsidiary, equity in net income (loss) of affiliates, income tax (benefit) provision, other (income) expense, net, interest expense and financing fee amortization, depreciation and amortization expense and amortization expense.
We define “Adjusted EBITDA” as EBITDA plus or minus certain non-cash items or items that arise from time to time outside the ordinary course of our operations, including (i) employee stock based compensation expense, (ii) forward-loss charges, (iii) cumulative catch-up adjustments, (iv) loss on disposition of assets, (v) Russian sanctions (excluding forward losses), (vi) M&A-related expenses, (vii) restructuring costs and (viii) other specified expenses. Management believes that excluding such items provides a better understanding of the underlying trends in the Company's operating performance and allows more accurate comparisons of the Company's operating results to historical performance. Adjusted EBITDA does not take into account certain significant items that directly affect our net income or loss. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted EBITDA in conjunction with net income as calculated in accordance with GAAP.
The Company’s EBITDA and Adjusted EBITDA for the nine months ended September 28, 2023 and September 29, 2022, the twelve months ended September 28, 2023 and the years ended December 31, 2022, 2021 and 2020 are set forth below.
| | | Nine Months Ended | | Twelve
Months
Ended | | | |
| | | September 28, | | September 29, | | September 28, | | Year Ended December 31, | |
| | | 2023 | | 2022 | | 2023 | | 2022 | | 2021 | | 2020 | |
| | | (in millions) | |
| EBITDA | | | (111.4 | ) | | 111.3 | | | (166.1 | ) | | 56.6 | | | (129.6 | ) | | (536.7 | ) |
| Adjusted EBITDA | | | 295.4 | | | 346.3 | | | 365.7 | | | 416.6 | | | 159.8 | | | 19.1 | |
The following table reconciles net loss to EBITDA and Adjusted EBITDA:
| | | Nine Months Ended | | | Twelve
Months
Ended | | | | |
| | | September 28, | | | September 29, | | | September 28, | | | Year Ended December 31, | |
| | | 2023 | | | 2022 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
| | | (in millions) | |
| Net loss attributable to common shareholders | | $ | (691.6 | ) | | $ | (302.6 | ) | | $ | (934.7 | ) | | $ | (545.7 | ) | | $ | (540.8 | ) | | $ | (870.3 | ) |
| Add (subtract) | | | | | | | | | | | | | | | | | | | | | | | | |
| Noncontrolling interest in earnings of subsidiary | | | 0.0 | | | | 0.0 | | | | (0.5 | ) | | | (0.5 | ) | | | 0.0 | | | | 0.0 | |
| Equity in net loss of affiliates | | | 0.2 | | | | 1.2 | | | | 0.6 | | | | 1.6 | | | | 2.8 | | | | 4.6 | |
| Income tax (benefit) provision | | | 1.1 | | | | 18.4 | | | | (12.1 | ) | | | 5.2 | | | | (17.2 | ) | | | (220.2 | ) |
| Other (income) expense, net | | | 120.0 | | | | (30.2 | ) | | | 164.3 | | | | 14.1 | | | | (146.6 | ) | | | 77.8 | |
| Interest expense and financing fee amortization | | | 221.1 | | | | 170.8 | | | | 294.4 | | | | 244.1 | | | | 242.6 | | | | 195.3 | |
| Operating loss | | $ | (349.2 | ) | | $ | (142.4 | ) | | $ | (488.0 | ) | | $ | (281.2 | ) | | $ | (459.2 | ) | | $ | (812.8 | ) |
| Depreciation and amortization expense | | | 236.9 | | | | 253.2 | | | | 320.8 | | | | 337.1 | | | | 327.6 | | | | 277.6 | |
| Amortization expense(a) | | | 0.9 | | | | 0.5 | | | | 1.1 | | | | 0.7 | | | | 2.0 | | | | (1.5 | ) |
| EBITDA | | $ | (111.4 | ) | | $ | 111.3 | | | $ | (166.1 | ) | | $ | 56.6 | | | $ | (129.6 | ) | | $ | (536.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustments to EBITDA | | | | | | | | | | | | | | | | | | | | | | | | |
| Employee stock based compensation | | $ | 27.8 | | | $ | 28.7 | | | $ | 35.7 | | | $ | 36.6 | | | $ | 25.8 | | | $ | 24.2 | |
| Forward-loss charges | | | 315.8 | | | | 136.6 | | | | 429.5 | | | | 250.3 | | | | 241.5 | | | | 370.3 | |
| Cumulative catch-up adjustments | | | 49.4 | | | | 26.2 | | | | 50.9 | | | | 27.7 | | | | 5.0 | | | | 30.4 | |
| Loss on disposition of assets | | | 0.9 | | | | 0.8 | | | | 1.2 | | | | 1.1 | | | | 4.1 | | | | 26.4 | |
| Russian sanctions (excluding forward losses) | | | — | | | | 41.9 | | | | 1.0 | | | | 42.9 | | | | — | | | | — | |
| M&A-related expenses | | | — | | | | 0.6 | | | | 0.6 | | | | 1.2 | | | | 4.8 | | | | 31.5 | |
| Restructuring costs | | | 7.2 | | | | 0.2 | | | | 7.2 | | | | 0.2 | | | | 8.2 | | | | 73.0 | |
| Other specified expenses(b) | | | 5.7 | | | | — | | | | 5.7 | | | | — | | | | — | | | | — | |
| Adjusted EBITDA | | $ | 295.4 | | | $ | 346.3 | | | $ | 365.7 | | | $ | 416.6 | | | $ | 159.8 | | | $ | 19.1 | |
(a) Includes accretion of customer supply agreement and grant liability amortization.
(b) Includes $8.1 million in expenses related to the production pause stemming from the International Association of Machinists and Aerospace Workers strike, offset by a ($2.4) million nonrecurring fair value adjustment to an acquisition-related earn-out liability.
The information contained under this Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, or an offer to purchase or a solicitation of an offer to sell, any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
In connection with the proposed offerings described in Item 7.01 above, the Company is providing updated risk factors, which are attached hereto as Exhibit 99.3 and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 hereto, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the attached press releases. Additional information concerning potential factors that could affect the Company’s financial results are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s other periodic reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update its forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SPIRIT AEROSYSTEMS HOLDINGS, INC. |
| Date: November 7, 2023 | By: | /s/ Mindy McPheeters |
| | | Name: | Mindy McPheeters |
| | | Title: | Senior Vice President, General Counsel and Corporate Secretary |
