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United States securities and exchange commission logo
May 19, 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 limited our review of your filings to the financial
statements and related
disclosures 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.
Form 10-K/A for Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates, page 4
1. The disclosures of your
critical accounting policies and estimates appear to be a
repetition of certain
of your significant accounting policies. Please revise your disclosures
to address the material
implications of the uncertainties that are associated with the
methods, assumptions
and estimates underlying your critical accounting estimates. Your
expanded disclosure
should address the risk related to using different assumptions and
analyze their
sensitivity to change based on outcomes that are deemed reasonably likely to
occur. For additional
guidance, refer to Item 303(b)(3) of Regulation S-K and the related
Instruction 3 to
paragraph (b) of Item 303.
Dave Davis
FirstName LastNameDave DavisInc.
Sun Country Airlines Holdings,
Comapany
May NameSun Country Airlines Holdings, Inc.
19, 2022
May 19,
Page 2 2022 Page 2
FirstName LastName
Form 8-K filed May 5, 2022
Exhibit 99.1, page 1
2. We note in the opening remarks that several non-GAAP financial
measures were
referenced by your Chief Executive Officer, without any discussions of
corresponding
GAAP financial measures. Revise to provide discussions of financial
measures on a
GAAP basis with equal or greater prominence to the non-GAAP financial
measures.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
Guidance for Second Quarter 2022, page 3
3. We note your guidance for the second quarter of 2022 includes Adjusted
Operating
Margins of 5%-9%. Please revise to include a quantitative
reconciliation of your forward
looking non-GAAP guidance measures to the most directly comparable
GAAP measures,
or include a statement that such reconciliation is not practicable
without unreasonable
effort. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question
102.10 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Reconciliation of Adjusted EBITDAR to GAAP Net Income, page 12
4. You state on page 10 that Adjusted EBITDAR and Adjusted EBITDAR Margin
are commonly used valuation measures. However, you present and discuss
these
measures on a comparative basis (current period to prior period), as
if they are
performance measures. Please revise your disclosure to present
Adjusted EBITDAR and
Adjusted EBITDAR Margin for the most recent valuation period only with
no comparison
to prior periods.
Reconciliation of Adjusted Net Income (Loss) and Adjusted Earnings per Share to
GAAP Net
Income, page 12
5. Revise to present a reconciliation of Adjusted net income (loss) per
share - diluted on a
per share basis. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and
Question 102.05 of
the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 with any questions.
Dave Davis
Sun Country Airlines Holdings, Inc.
May 19, 2022
Page 3
FirstName LastNameDave Davis Sincerely,
Comapany NameSun Country Airlines Holdings, Inc.
Division of Corporation
Finance
May 19, 2022 Page 3 Office of Energy &
Transportation
FirstName LastName