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0001018164false00010181642023-05-042023-05-04

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): May 4, 2023
 
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware   001-15369   68-0070656
(State or Other Jurisdiction
of Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification Number)
 
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (561) 349-9989
 
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:
 
☐ 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 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 Name of exchange on which registered
Common Stock, $0.01 par value per share WLFC Nasdaq Global Market
 
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 ☐






Item 2.02(a) Results of Operations and Financial Condition
 
Item 7.01 Regulation FD Disclosure
 
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. o The following information and exhibit are furnished pursuant to Item 2.02(a), “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.” This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
On May 4, 2023, the Company issued a news release setting forth the Company’s results from operations for the three months ended March 31, 2023 and financial condition as of March 31, 2023. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements & Exhibits
 
The Company hereby furnishes the following exhibit pursuant to Item 2.02(a), “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”
 
Exhibit No.   Description
99.1  
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

2


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 duly authorized officer.
 
Dated: May 4, 2023
 
 
  WILLIS LEASE FINANCE CORPORATION
   
  By: /s/ Scott B. Flaherty
  Scott B. Flaherty
  Executive Vice President and Chief Financial Officer

3
EX-99.1 2 q12023ex991.htm EX-99.1 Document

Exhibit 99.1
imagea.jpg
 
 
CONTACT:
Scott B. Flaherty
NEWS RELEASE   Chief Financial Officer
  (561) 349-9989
 

Willis Lease Finance Corporation Reports
First Quarter Pre-tax Income of $6.8 million
 
COCONUT CREEK, FL — May 4, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported first quarter total revenues of $89.5 million and pre-tax earnings of $6.8 million. For the three months ended March 31, 2023, aggregate lease rent and maintenance reserve revenues were $76.7 million and spare parts and equipment sales were $5.1 million. The Company reported increased total revenues in the first quarter when compared to the prior year period, primarily due to an increase in the Company's core lease rent and short-term maintenance revenues.
 
“Another strong quarter for the Company and a dramatic comparison to the comparable period in 2022 that was negatively impacted by the Russian/Ukrainian conflict,” said Austin Willis, the Company’s Chief Executive Officer. “The strength of our leasing business which is clearly demonstrated through lease rent and maintenance reserve revenues speaks to the continued recovery of the sector.”

“There is real tension in the system caused by persistent labor shortages and supply chain issues at the same time airlines are flying at or above pre-COVID levels,” said Brian R. Hole, President. “The result is heightened demand for our products and services as well as heavy utilization of the equipment we have on lease.”

First Quarter 2023 Highlights (at or for the period ended March 31, 2023, as compared to March 31, 2022, and December 31, 2022):

•Lease rent revenue increased by $15.1 million, or 39.6%, to $53.2 million in the first quarter of 2023, compared to $38.1 million in the first quarter of 2022. The increase is due to an increase in the number of engines acquired and placed on lease, including an increase in utilization compared to that of the prior period.
•Maintenance reserve revenue was $23.5 million in the first quarter of 2023, an increase of 58.4%, compared to $14.8 million in the same quarter of 2022. There was no long-term maintenance revenue recognized for the three months ended March 31, 2023, compared to $8.2 million in the comparable prior period. “Non-reimbursable” maintenance reserve revenue is directly influenced by on lease engine flight hours and cycles. Engines out on lease with “non-reimbursable” usage fees generated $23.5 million of short-term maintenance revenues, compared to $6.6 million in the comparable prior period. As of March 31, 2023 and December 31, 2022, there was $13.7 million and $6.3 million, respectively, of deferred in-substance fixed payment use fees included in “Unearned revenue.”
•Spare parts and equipment sales decreased to $5.1 million in the first quarter of 2023, compared to $6.6 million in the first quarter of 2022.
•Loss on sale of leased equipment was $0.1 million in the first quarter of 2023, reflecting the sale of two engines. Gain on sale of leased equipment was $2.3 million in the first quarter of 2022, reflecting the sale of five engines and other parts and equipment.
•In the first quarter of 2023, the Company had no impairment on its equipment. Write-down of equipment was $21.1 million for the first quarter of 2022, primarily reflecting the impairment of two engines located in Russia due to the Russian military action in Ukraine and were expected to be unrecoverable.
•The Company generated $6.8 million of pre-tax income in the first quarter of 2023, compared to a pre-tax loss of $27.7 million in the first quarter of 2022.
•The book value of lease assets we own directly or through our joint ventures, inclusive of our notes receivable, maintenance rights, and investments in sales-type leases, was $2,531.8 million at March 31, 2023. As of March 31, 2023, the Company also managed 327 engines, aircraft and related equipment on behalf of other parties.



•The Company maintained $258.0 million of undrawn revolver capacity at March 31, 2023.
•Diluted weighted average income per common share was $0.55 for the first quarter of 2023, compared to diluted weighted average loss of $(3.70) in the first quarter of 2022.
•Book value per diluted weighted average common share outstanding decreased to $62.89 at March 31, 2023, compared to $64.27 at December 31, 2022.

Balance Sheet

As of March 31, 2023, $2,141.8 million of equipment held in our operating lease portfolio, $96.0 million of notes receivable, $14.6 million of maintenance rights, and $6.1 million of investments in sales-type leases, which represented 341 engines, 13 aircraft, one marine vessel and other leased parts and equipment. As of December 31, 2022, the Company had $2,111.9 million equipment held in our operating lease portfolio, $81.4 million of notes receivable, $17.7 million of maintenance rights, and $6.4 million of investments in sales-type leases, which represented 339 engines, 13 aircraft, one marine vessel and other leased parts and equipment.
 
Willis Lease Finance Corporation
 
Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Additionally, through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing reports filed with the Securities and Exchange Commission.



Unaudited Consolidated Statements of Income
(In thousands, except per share data) 
Three Months Ended March 31,
  2023 2022 % Change
REVENUE  
Lease rent revenue $ 53,220  $ 38,125  39.6  %
Maintenance reserve revenue 23,498  14,834  58.4  %
Spare parts and equipment sales 5,052  6,630  (23.8) %
Interest revenue 2,046  2,114  (3.2) %
(Loss) Gain on sale of leased equipment (133) 2,298  (105.8) %
Other revenue 5,852  4,816  21.5  %
Total revenue 89,535  68,817  30.1  %
EXPENSES
Depreciation and amortization expense 22,549  21,809  3.4  %
Cost of spare parts and equipment sales 4,499  4,862  (7.5) %
Write-down of equipment —  21,117  (100.0) %
General and administrative 33,271  23,605  40.9  %
Technical expense 2,829  5,646  (49.9) %
Net finance costs:
     Interest expense 18,389  16,883  8.9  %
Total net finance costs 18,389  16,883  8.9  %
Total expenses 81,537  93,922  (13.2) %
Income (Loss) from operations 7,998  (25,105) (131.9) %
Loss from joint ventures (1,161) (2,616) (55.6) %
Income (Loss) before income taxes 6,837  (27,721) (124.7) %
Income tax expense (benefit) 2,443  (6,520) (137.5) %
Net income (loss) 4,394  (21,201) (120.7) %
Preferred stock dividends 801  801  —  %
Accretion of preferred stock issuance costs 21  21  —  %
Net income (loss) attributable to common shareholders $ 3,572  $ (22,023) (116.2) %
Basic weighted average income (loss) per common share $ 0.58  $ (3.70)
Diluted weighted average income (loss) per common share $ 0.55  $ (3.70)
Basic weighted average common shares outstanding 6,123  5,951 
Diluted weighted average common shares outstanding 6,456  5,951 





Unaudited Consolidated Balance Sheets
(In thousands, except per share data)
 
  March 31, 2023 December 31, 2022
ASSETS
Cash and cash equivalents $ 9,821  $ 12,146 
Restricted cash 54,684  76,870 
Equipment held for operating lease, less accumulated depreciation 2,141,839  2,111,935 
Maintenance rights 14,598  17,708 
Equipment held for sale 1,411  3,275 
Receivables, net of allowances 48,463  46,954 
Spare parts inventory 37,161  38,577 
Investments 54,896  56,189 
Property, equipment & furnishings, less accumulated depreciation 36,174  35,350 
Intangible assets, net 1,114  1,129 
Notes receivable, net of allowances 95,971  81,439 
Investments in sales-type leases, net of allowances 6,133  6,440 
Other assets 85,069  87,205 
Total assets $ 2,587,334  $ 2,575,217 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses $ 42,077  $ 43,040 
Deferred income taxes 133,103  132,516 
Debt obligations 1,836,888  1,847,278 
Maintenance reserves 69,544  59,453 
Security deposits 21,639  20,490 
Unearned revenue 28,184  17,863 
Total liabilities 2,131,435  2,120,640 
Redeemable preferred stock ($0.01 par value) 49,910  49,889 
Shareholders’ equity:
Common stock ($0.01 par value) 66  66 
Paid-in capital in excess of par 23,500  20,386 
Retained earnings 360,981  357,493 
Accumulated other comprehensive income, net of tax 21,442  26,743 
Total shareholders’ equity 405,989  404,688 
Total liabilities, redeemable preferred stock and shareholders’ equity $ 2,587,334  $ 2,575,217