Third quarter 2024 EPS was $(4.07), compared to $(1.94) in the same period of 2023. Adjusted to exclude the incremental deferred tax asset valuation allowance in each period, third quarter 2024 adjusted EPS* was $(3.03), compared to $(1.42) in the third quarter of 2023.

Cash

Cash from operations and free cash flow* during the third quarter of 2024 were negatively impacted by the Boeing 737 delivery delays related to the joint production verification process and the timing of working capital.

In the third quarter of 2024, as disclosed as a subsequent event in the second quarter of 2024, the Company entered into a delayed-draw bridge credit agreement that provided for a senior secured delayed-draw bridge term loan facility in an aggregate principal amount of $350 million. As of the end of the third quarter of 2024, the entire amount was borrowed. Such borrowings are scheduled to mature on March 31, 2025, subject to automatic extension for one additional three-month period if the term of the Merger Agreement (as defined below) is extended. The Company's cash balance at the end of the third quarter of 2024 was $218 million.

Developments in 2024 have resulted in significant reductions in projected revenue and cash flows over the next twelve months. These developments include production and delivery process changes implemented by Boeing, lower than planned 737 production rates and the lack of price increases on Airbus programs. As previously disclosed, Spirit entered into a Memorandum of Agreement (the "MOA"), under which Boeing provided an advance of $425 million. This advance remains unpaid as of the end of the third quarter of 2024. Management is implementing plans designed to improve liquidity and these plans are dependent upon many factors, including, among others, the outcomes of active discussions related to the timing or amounts of repayment for certain customer advances, including the advance received under the MOA, achieving forecasted 737 deliveries, and the outcome of the ongoing strike by Boeing employees. Management expects these plans to improve the Company's liquidity and meet the Company's cash demands through the closing of the Boeing acquisition.

Management is also evaluating additional strategies intended to improve liquidity to support operations, including, but not limited to, additional customer advances, issuing incremental debt financing (subject to any contractual limitations and conditions, including in the Merger Agreement (as defined below)), and restructuring of operations in an effort to increase efficiency and decrease expenses. However, there can be no assurance that these plans or strategies will sufficiently improve our liquidity needs or that we will otherwise realize the anticipated benefits.

Pending Boeing Acquisition of Spirit AeroSystems Update

On June 30, 2024, the Company entered into an Agreement and Plan of Merger with The Boeing Company (the "Merger Agreement"). Upon completion of the merger, subject to the terms and conditions of the merger agreement, the Company would become a wholly owned subsidiary of Boeing. The closing of the transaction is expected to occur in mid-2025, subject to the completion of the divestiture of certain portions of Spirit's business related to the performance by Spirit and its subsidiaries of their obligations under their supply contracts with Airbus SE and other closing conditions, including approval of the merger agreement by Spirit shareholders and receipt of regulatory approvals. In connection with the proposed merger, Spirit and Boeing have each received a request for additional information ("second request") from the Federal Trade Commission as part of the regulatory review process under the Hard-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").  The second request extends the waiting period imposed by the HSR Act until 30 days after Spirit and Boeing have substantially complied with the requests or the waiting period is terminated sooner by the Federal Trade Commission.

Segment Results

Commercial

Commercial segment revenue in the third quarter of 2024 increased slightly from the same period of the prior year, primarily due to higher production across most programs, partially offset by lower production volume on the Boeing 737 program. Operating margin for the third quarter of 2024 decreased compared to the same period of 2023, primarily driven by higher changes in estimates. In the third quarter of 2024, change in estimates for the segment included $213 million of net forward losses and $38 million of unfavorable cumulative catch-up adjustments. Additionally, during the third quarter of 2024, the Commercial segment included excess capacity costs of $66 million. In comparison, during the third quarter of 2023, the segment recognized $87 million of net forward losses, $59 million of unfavorable cumulative catch-up adjustments, and excess capacity costs of $54 million.

Defense & Space

Defense & Space segment revenue in the third quarter of 2024 increased from the same period of the prior year. This increase was primarily due to higher activity on the Sikorsky CH-53K program and non-recurring revenue on the FLRAA program associated with Spirit's closeout of the program, partially offset by lower production on the Boeing P-8 program. Operating margin for the third quarter of 2024 increased compared to the same period of 2023, primarily due to higher activities on the Sikorsky CH-53K program, the non-recurring FLRAA program revenue mentioned above, as well as favorable cumulative catch-up adjustments of $12 million, primarily related to strategic program activity. In comparison, during the third quarter of 2023, the segment recorded $5 million of unfavorable cumulative catch-up adjustments.

Aftermarket

Aftermarket segment revenue in the third quarter of 2024 increased slightly from the same period of the prior year, primarily due to higher spare part sales. Operating margin in the third quarter of 2024 decreased compared to the third quarter of 2023, primarily due to sales mix.

2024 Financial Outlook

In light of the previously announced Merger Agreement with Boeing, and consistent with customary practice during the pendency of such transactions, Spirit will not provide guidance.

Additionally, due to the Merger Agreement, no conference call will be held in conjunction with this release. Full details of the Company's financial results are available in the Company's Quarterly Report on Form 10-Q.

* Non-GAAP financial measure, see Appendix for definition and reconciliation

Cautionary Statement Regarding Forward-Looking Statements 
You should read the discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements appearing in the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. The press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements reflect our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "aim," "anticipate," "believe," "could," "continue," "designed," "ensure," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "model," "objective," "outlook," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown, including, but not limited to, those described in the "Risk Factors" sections of the Company's  Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 22, 2024 (the "2023 Form 10-K") and subsequent Quarterly Reports on Form 10-Q. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following:

• our ability to satisfy our liquidity needs, the success of our liquidity enhancement plans, operational and efficiency initiatives, our ability to access the capital and credit markets (including as a result of any contractual limitations, including the Merger Agreement), the outcomes of active discussions related to the timing or amounts of repayment for certain customer advances and pricing adjustments on certain loss-making programs, and the costs and terms of any additional financing;

• the continued fragility of the global aerospace supply chain including our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components, including increases in energy, freight, and other raw material costs as a result of inflation or continued global inflationary pressures;

• our ability and our suppliers' ability and willingness to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability or willingness to staff appropriately or expend capital for current production volumes and anticipated production volume increases;

• our ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers' facilities;

• our ability, and our suppliers' ability, to attract and retain the skilled work force necessary for production and development in an extremely competitive market;

• the effect of economic conditions, including increases in interest rates and inflation, on the demand for our and our customers' products and services, on the industries and markets in which we operate in the U.S. and globally, and on the global aerospace supply chain;

• the general effect of geopolitical conditions, including Russia's invasion of Ukraine and the resultant sanctions being imposed in response to the conflict, including any trade and transport restrictions;

• the recent outbreak of war in Israel and the Gaza Strip and the potential for expansion of the conflict in the surrounding region, which may impact certain suppliers' ability to continue production or make timely deliveries of supplies required to produce and timely deliver our products, and may result in sanctions being imposed in response to the conflict, including trade and transport restrictions;

• our relationships with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes and work stoppages with respect to our union employees;

• the impact of significant health events, such as pandemics, contagions or other public health emergencies (including the COVID-19 pandemic) or fear of such events, on the demand for our and our customers' products and services, the industries and the markets in which we operate in the U.S. and globally;

• the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft;

• our reliance on The Boeing Company ("Boeing") and Airbus SE and its affiliates for a significant portion of our revenues;

• the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company;

• the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice, and the potential impact of regulatory approvals of existing and derivative models;

• our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs;

• our accounting estimates for revenue and costs for our contracts and potential changes to those estimates;

• our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers;

• the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions;

• competitive conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers;

• our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus and its affiliates and other customers;

• the possibility that our cash flows may not be adequate for our additional capital needs;

• any reduction in our credit ratings;

• our ability to avoid or recover from cyber or other security attacks and other operations disruptions;

• legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes;

• spending by the U.S. and other governments on defense;

• pension plan assumptions and future contributions;

• the effectiveness of our internal control over financial reporting;

• the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims;

• adequacy of our insurance coverage;

• our ability to continue selling certain receivables through the receivables financing programs;

• our ability to effectively integrate recent acquisitions, along with other acquisitions we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions;

• the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies; and

• risks and uncertainties relating to the proposed acquisition of Spirit by Boeing (the "Merger") pursuant to the Merger Agreement and the transactions contemplated by our term sheet with Airbus SE (the "Airbus Business Disposition" and, together with the Merger, the "Transactions"), including, among others, the possibility that we are unable to negotiate and enter into definitive agreements with Airbus SE and its affiliates with respect to the Airbus Business Disposition; the possible inability of the parties to a Transaction to obtain the required regulatory approvals for such Transaction and to satisfy the other conditions to the closing of such Transaction (including, in the case of the Merger, approval of the Merger Agreement by Spirit stockholders) on a timely basis or at all; the possible occurrence of events that may give rise to a right of one or more of the parties to the Merger Agreement to terminate the Merger Agreement; the risk that the Merger Agreement is terminated under circumstances requiring us to pay a termination fee; the risk that we are unable to consummate the Transactions on a timely basis or at all for any reason, including, without limitation, failure to obtain the required regulatory approvals, failure to obtain Spirit stockholder approval of the Merger Agreement or failure to satisfy other conditions the closing of either of the Transactions; the potential for the pendency of the Transactions or any failure to consummate the Transactions to adversely affect the market price of Spirit common stock or our financial performance or business relationships; risks relating to the value of Boeing common stock to be issued in the Merger; the possibility that the anticipated benefits of the Transactions cannot be realized in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of our operations with those of Boeing will be greater than expected; risks relating to significant transaction costs; the intended or actual tax treatment of the Transactions; litigation or other legal or regulatory action relating to the Transactions or otherwise relating to us or other parties to the Transactions instituted against us or such other parties or Spirit's or such other parties' respective directors and officers and the effect of the outcome of any such litigation or other legal or regulatory action; risks associated with contracts containing provisions that may be triggered by the Transactions; potential difficulties in retaining and hiring key personnel or arising in connection with labor disputes during the pendency of or following the Transactions; the risk of other Transaction-related disruptions to our business, including business plans and operations; the potential for the Transactions to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the agreements relating to the Transactions to adversely affect our ability to pursue other business opportunities or strategic transactions; and competitors' responses to the Transactions.

These factors are not exhaustive, and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should review carefully the sections captioned "Risk Factors" in the 2023 Form 10-K and the Company's subsequent Quarterly Reports on Form 10-Q for a more complete discussion of these and other factors that may affect our business.

 

 

 

 

 

 

 

Appendix
In addition to reporting our financial information using U.S. Generally Accepted Accounting Principles (GAAP), management believes that certain non-GAAP measures (which are indicated by * in this press release) provide investors with important perspectives into the company's ongoing business performance. The non-GAAP measures we use in this press release are (i) adjusted diluted earnings (loss) per share and (ii) free cash flow, which are described further below. The Company does not intend for the information to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define and calculate the measures differently than we do, limiting the usefulness of the measures for comparison with other companies.

Adjusted Diluted Earnings (Loss) Per Share. To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings (loss) per share (Adjusted EPS). This metric excludes various items that are not considered to be directly related to our operating performance. Management uses Adjusted EPS as a measure of business performance, and we believe this information is useful in providing period-to-period comparisons of our results. The most comparable GAAP measure is diluted earnings (loss) per share.

Free Cash Flow. Free Cash Flow is defined as GAAP cash provided by (used in) operating activities (also referred to herein as "cash from operations"), less capital expenditures for property, plant and equipment. Management believes Free Cash Flow provides investors with an important perspective on the cash available for stockholders, debt repayments including capital leases, and acquisitions after making the capital investments required to support ongoing business operations and long-term value creation. Free Cash Flow does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures. The most comparable GAAP measure is cash provided by (used in) operating activities. Management uses Free Cash Flow as a measure to assess both business performance and overall liquidity.

The tables below provide reconciliations between the GAAP and non-GAAP measures.

 

 

 

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SOURCE Spirit Aerosystems