SPIRIT AEROSYSTEMS HOLDINGS, INC. : FD Settlement Disclosure, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 7.01 Disclosure of FD Rules.




Financings



On November 7, 2022, Spirit AeroSystems Holdings, Inc. (the "Company") issued
press releases announcing that Spirit AeroSystems, Inc., the Company's direct
wholly-owned subsidiary ("Spirit"), (1) intends to offer senior secured first
lien notes to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to certain
non-U.S. persons in accordance with Regulation S under the Securities Act, and
(2) has commenced an offer to purchase for cash any and all of the $500 million
outstanding principal amount of its 5.500% Senior Secured First Lien Notes due
2025 (the "2025 First Lien Notes") and to solicit consents to amend certain
provisions of the indenture relating to the 2025 First Lien Notes to eliminate
certain restrictive covenants and certain events of default and to release all
of the collateral. Copies of the press releases are attached hereto as Exhibits
99.1 and 99.2, respectively, and are incorporated herein by reference.



Moreover, on November 7, 2022, the Company plans to meet with potential lenders to discuss a proposed refinancing of Spirit’s existing B term credit facility. During these meetings, the Company plans to update and complete certain information, as described herein.



EBITDA and Adjusted EBITDA



The Company plans to present EBITDA and Adjusted EBITDA (each as defined below)
in connection with its meetings. 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.



The Company defines "EBITDA" as net (loss) income adjusted for 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. The Company defines "Adjusted
EBITDA" as EBITDA plus or minus certain non-cash or non-recurring items,
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 and (vii) restructuring costs. Management believes that excluding these
non-cash or non-recurring 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 the Company's 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 29,
2022 and September 30, 2021, the twelve months ended September 29, 2022 and the
years ended December 31, 2021, 2020 and 2019 are set forth below.



                                                                 Twelve
                                                                 Months
                              Nine Months Ended                   Ended
                      September 29,       September 30,       September 29,              Year Ended December 31,
                          2022                2021                2022              2021           2020           2019

                                                                (in millions)
EBITDA                         111.3              (137.9 )             119.6         (129.6 )       (536.7 )      1,000.6
Adjusted EBITDA                346.4                93.6               370.7          159.8           19.1        1,139.4






The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA:



                                                                  Twelve
                                                                  Months
                               Nine Months Ended                   Ended
                       September 29,       September 30,       September 29,              Year Ended December 31,
                           2022                2021                2022              2021           2020           2019

                                                                 (in millions)
Net (loss) income     $        (302.6 )   $        (420.5 )   $        (422.9 )   $   (540.8 )   $   (870.3 )   $    530.1
Add (subtract)
Equity in net
income (loss) of
affiliates                        1.2                 1.9                 2.1            2.8            4.6            0.2
Income tax
(benefit) provision              18.4                (0.6 )               1.8          (17.2 )       (220.2 )        132.8
Other (income)
expense, net                    (30.2 )            (138.7 )             (38.1 )       (146.6 )         77.8            5.8
Interest expense
and financing fee
amortization                    170.8               177.7               235.7          242.6          195.3           91.9
Operating (loss)
income                $        (142.4 )   $        (380.2 )   $        (221.4 )   $   (459.2 )   $   (812.8 )   $    760.8
Depreciation and
amortization
expense                         253.2               241.9               338.9          327.6          277.6          251.7
Amortization
expense(a)                        0.5                 0.4                 2.1            2.0           (1.5 )        (11.9 )
EBITDA                $         111.3     $        (137.9 )   $         119.6     $   (129.6 )   $   (536.7 )   $  1,000.6

Adjustments to
EBITDA
Employee stock
based compensation               28.7                19.6                34.9     $     25.8     $     24.2     $     36.1
Forward-loss
charges                         136.6               195.0               183.1          241.5          370.3           63.5
Cumulative catch-up
adjustments                      26.2                 2.5                28.7            5.0           30.4            2.0
Loss on disposition
of assets                         0.8                 2.3                 2.6            4.1           26.4            4.9
Russian sanctions
(excluding forward
losses)                          41.9                   -                41.9              -              -              -
M&A-related
expenses                          0.7                 4.0                 1.5            4.8           31.5           32.3
Restructuring costs               0.2                 8.1                 0.3            8.2           73.0              -
Adjusted EBITDA       $         346.4     $          93.6     $         412.6     $    159.8     $     19.1     $  1,139.4



(a) Includes accretion to customer supply contract and amortization of grant 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, as amended, 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.


 Item 8.01 Other Events.




From time to time, the Company discloses its expected backlog associated with
large commercial aircraft, business and regional jets, and military equipment
deliveries, calculated based on contractual and historical product prices and
expected delivery volumes. As of September 29, 2022, the Company's expected
backlog associated with large commercial aircraft, business and regional jets,
and military equipment deliveries, calculated based on contractual and
historical product prices and expected delivery volumes, was approximately $36
billion, approximately 85% of which related to narrowbody units. This is an
increase of $1.4 billion from the corresponding estimate as of December 31,
2021. See the Company's Annual Report on Form 10-K, including Item 1A. "Risk
Factors-Risks Related to Our Business-Our backlog is subject to change due to
the COVID-19 pandemic and other factors," for additional information on the
Company's backlog.




Caution Regarding Forward-Looking Statements




This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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, 2021 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.


Section 9.01. Financial statements and supporting documents.



(d) Exhibits.



  Exhibit No.                                Description
    99.1          Press Release, dated November 7, 2022, titled "Spirit AeroSystems
                Announces Private Offering of $800 Million of Senior Secured First
                Lien Notes Due 2029."
    99.2          Press Release, dated November 7, 2022, titled "Spirit AeroSystems
                Commences Cash Tender Offer and Consent Solicitation for Any and All
                of Its Outstanding 5.500% Senior First Lien Notes Due 2025."
  104           Cover Page Interactive Data File (formatted as Inline XBRL and
                contained in Exhibit 101).

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