SEC Comment Letter for Sun Country Airlines Holdings, Inc. (SNCY) (CIK 0001743907) (SNCY) — Jun 9, 2022
Sun Country Airlines Holdings, Inc. (SNCY) (CIK 0001743907)
Date: June 9, 2022 · CIK: 0001743907 · Accession: 0000000000-22-006273
AI Filing Summary & Sentiment
File numbers found in text: 001-40217
Referenced dates: May 26, 2022
Letter
United States securities and exchange commission logo June 9, 2022 Dave Davis Chief Financial Officer Sun Country Airlines Holdings, Inc. 2005 Cargo Road Minneapolis, Minnesota 55450 Re:Sun Country Airlines Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Form 10-K/A for Fiscal Year Ended December 31, 2021 Form 8-K filed May 5, 2022 File No. 001-40217 Dear Mr. Davis: We have reviewed your May 26, 2022 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 19, 2022 letter. Response Letter dated May 26, 2022 Form 8-K filed May 5, 2022 Exhibit 99.1 Reconciliation of Adjusted EBITDAR to GAAP Net Income, page 12 1.We note from your response to prior comment 4 that you proposed to revise disclosures in future earnings releases that include Adjusted EBITDAR and Adjusted EBITDAR Margin as non-GAAP performance measures instead of valuation measures. We continue to believe the presentation of Adjusted EBITDAR and Adjusted EBITDAR Margin as performance measures is inconsistent with Question 100.01 of the updated Non-GAAP Compliance and Disclosure as these measures exclude aircraft rent which appears to be a normal, recurring, cash operating expense necessary to operate your business. Please
FirstName LastNameDave Davis Comapany NameSun Country Airlines Holdings, Inc. June 9, 2022 Page 2 FirstName LastName Dave Davis Sun Country Airlines Holdings, Inc. June 9, 2022 Page 2 revise your disclosures accordingly. You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Shannon Buskirk, Staff Accountant, at (202) 551-3717 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
Show Raw Text
United States securities and exchange commission logo
June 9, 2022
Dave Davis
Chief Financial Officer
Sun Country Airlines Holdings, Inc.
2005 Cargo Road
Minneapolis, Minnesota 55450
Re:Sun Country Airlines Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 10-K/A for Fiscal Year Ended December 31, 2021
Form 8-K filed May 5, 2022
File No. 001-40217
Dear Mr. Davis:
We have reviewed your May 26, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 19, 2022 letter.
Response Letter dated May 26, 2022
Form 8-K filed May 5, 2022
Exhibit 99.1
Reconciliation of Adjusted EBITDAR to GAAP Net Income, page 12
1.We note from your response to prior comment 4 that you proposed to revise disclosures in
future earnings releases that include Adjusted EBITDAR and Adjusted EBITDAR Margin
as non-GAAP performance measures instead of valuation measures. We continue to
believe the presentation of Adjusted EBITDAR and Adjusted EBITDAR Margin as
performance measures is inconsistent with Question 100.01 of the updated Non-GAAP
Compliance and Disclosure as these measures exclude aircraft rent which appears to be a
normal, recurring, cash operating expense necessary to operate your business. Please
FirstName LastNameDave Davis
Comapany NameSun Country Airlines Holdings, Inc.
June 9, 2022 Page 2
FirstName LastName
Dave Davis
Sun Country Airlines Holdings, Inc.
June 9, 2022
Page 2
revise your disclosures accordingly.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Shannon Buskirk, Staff
Accountant, at (202) 551-3717 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation