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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): November 3, 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 November 3, 2023, the Company issued a news release setting forth the Company’s results from operations for the three and nine months ended September 30, 2023 and financial condition as of September 30, 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: November 3, 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 q32023ex991.htm EX-99.1 Document

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

Willis Lease Finance Corporation Reports
Third Quarter Pre-tax Income of $20.3 million
 
COCONUT CREEK, FL — November 3, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported third quarter total revenues of $105.7 million and pre-tax earnings of $20.3 million. For the three months ended September 30, 2023, aggregate lease rent and maintenance reserve revenues were $91.3 million and spare parts and equipment sales were $3.4 million. The Company reported increased total revenues in the third 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.
 
“I am pleased to see how the Company and its employees continue to perform this year,” said Charles F. Willis, the Company’s Executive Chairman. “Having recently traveled to over twenty countries, visiting many airline, MRO and OEM heads, the conclusion reached is that our products are in demand. Further, as Executive Chairman it is also encouraging to see how well our succession plan and growth strategies are progressing. The Board and I look forward to the future, working with our employees and stakeholders.”

“Rent and utilization continue to trend favorably,” said Austin C. Willis, the Company’s Chief Executive Officer. “High levels of travel, supply chain constraints, and OEM manufacturing issues are all working to support strong demand.”

“We are very pleased that our customers continue to turn to us to innovate and deliver so they can focus on flying,” said Brian R. Hole, the Company’s President. “We are built to deliver what and when others cannot.”

Third Quarter 2023 Highlights (at or for the period ended September 30, 2023, as compared to September 30, 2022, and December 31, 2022):

•Lease rent revenue increased by $14.1 million, or 35.6%, to $53.6 million in the third quarter of 2023, compared to $39.5 million in the third 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 $37.7 million in the third quarter of 2023, an increase of 84.4%, compared to $20.4 million in the same quarter of 2022. There was $3.3 million long-term maintenance revenue recognized for the three months ended September 30, 2023, compared to $4.5 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 $34.4 million of short-term maintenance revenues, compared to $16.0 million in the comparable prior period. As of September 30, 2023 and December 31, 2022, there was $24.7 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 $3.4 million in the third quarter of 2023, compared to $7.0 million in the third quarter of 2022. The decrease in spare parts sales for the three months ended September 30, 2023 reflects variations in the timing of sales.
•Gain on sale of leased equipment was $0.8 million in the third quarter of 2023, reflecting the sale of one engine and one airframe. Gain on sale of leased equipment was $0.9 million in the third quarter of 2022, reflecting the sale of two engines.
•Write-down of equipment was $0.7 million in the third quarter of both 2023 and 2022.
•The Company generated $20.3 million of pre-tax income in the third quarter of 2023, compared to a pre-tax income of $8.4 million in the third 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 $2,548.2 million at September 30, 2023. As of September 30, 2023, the Company also managed 194 engines, aircraft and related equipment on behalf of other parties.
•The Company maintained $270.0 million of undrawn revolver capacity at September 30, 2023.
•Diluted weighted average income per common share was $2.13 for the third quarter of 2023, compared to diluted weighted average income of $0.89 in the third quarter of 2022.
•Book value per diluted weighted average common share outstanding increased to $66.92 at September 30, 2023, compared to $64.27 at December 31, 2022.

Balance Sheet

As of September 30, 2023, $2,171.0 million of equipment held in our operating lease portfolio, $94.0 million of notes receivable, $13.4 million of maintenance rights, and $5.5 million of investments in sales-type leases, which represented 351 engines, 12 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 September 30, Nine months ended September 30,
  2023 2022 % Change 2023 2022 % Change
REVENUE  
Lease rent revenue $ 53,573  $ 39,515  35.6  % $ 161,209  $ 114,344  41.0  %
Maintenance reserve revenue 37,696  20,438  84.4  % 96,609  59,517  62.3  %
Spare parts and equipment sales 3,359  6,966  (51.8) % 12,961  20,388  (36.4) %
Interest revenue 2,106  1,811  16.3  % 6,409  5,790  10.7  %
Gain on sale of leased equipment 773  920  (16.0) % 5,101  3,716  37.3  %
Gain on sale of financial assets —  —  —  % —  3,116  (100.0) %
Other revenue 8,238  7,241  13.8  % 21,986  16,912  30.0  %
Total revenue 105,745  76,891  37.5  % 304,275  223,783  36.0  %
EXPENSES
Depreciation and amortization expense 23,088  22,059  4.7  % 68,131  65,480  4.0  %
Cost of spare parts and equipment sales 2,024  4,204  (51.9) % 9,581  16,080  (40.4) %
Write-down of equipment 719  654  9.9  % 2,390  21,849  (89.1) %
General and administrative 33,993  22,788  49.2  % 105,591  66,820  58.0  %
Technical expense 6,871  2,139  221.2  % 14,618  11,222  30.3  %
Net finance costs:
     Interest expense 19,052  16,304  16.9  % 56,526  49,209  14.9  %
Total net finance costs 19,052  16,304  16.9  % 56,526  49,209  14.9  %
Total expenses 85,747  68,148  25.8  % 256,837  230,660  11.3  %
Income (loss) from operations 19,998  8,743  128.7  % 47,438  (6,877) nm
Income (loss) from joint ventures 346  (384) nm (1,289) (1,531) (15.8) %
Income (loss) before income taxes 20,344  8,359  143.4  % 46,149  (8,408) nm
Income tax expense 5,726  1,970  190.7  % 13,321  496  2,585.7  %
Net income (loss) 14,618  6,389  128.8  % 32,828  (8,904) nm
Preferred stock dividends 819  819  —  % 2,431  2,431  —  %
Accretion of preferred stock issuance costs 21  21  —  % 63  63  —  %
Net income (loss) attributable to common shareholders $ 13,778  $ 5,549  148.3  % $ 30,334  $ (11,398) nm
Basic weighted average income (loss) per common share $ 2.16  $ 0.91  $ 4.83  $ (1.88)
Diluted weighted average income (loss) per common share $ 2.13  $ 0.89  $ 4.70  $ (1.88)
Basic weighted average common shares outstanding 6,365  6,093  6,282  6,058 
Diluted weighted average common shares outstanding 6,466  6,270  6,454  6,058 





Unaudited Consolidated Balance Sheets
(In thousands, except per share data)
 
  September 30, 2023 December 31, 2022
ASSETS
Cash and cash equivalents $ 5,372  $ 12,146 
Restricted cash 50,260  76,870 
Equipment held for operating lease, less accumulated depreciation 2,170,980  2,111,935 
Maintenance rights 13,375  17,708 
Equipment held for sale 1,060  3,275 
Receivables, net of allowances 46,305  46,954 
Spare parts inventory 45,476  38,577 
Investments 53,860  56,189 
Property, equipment & furnishings, less accumulated depreciation 37,164  35,350 
Intangible assets, net 1,085  1,129 
Notes receivable, net of allowances 93,999  81,439 
Investments in sales-type leases, net of allowances 5,514  6,440 
Other assets 77,870  87,205 
Total assets $ 2,602,320  $ 2,575,217 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses $ 42,973  $ 43,040 
Deferred income taxes 143,090  132,516 
Debt obligations 1,788,024  1,847,278 
Maintenance reserves 85,370  59,453 
Security deposits 23,462  20,490 
Unearned revenue 37,521  17,863 
Total liabilities 2,120,440  2,120,640 
Redeemable preferred stock ($0.01 par value) 49,952  49,889 
Shareholders’ equity:
Common stock ($0.01 par value) 69  66 
Paid-in capital in excess of par 25,709  20,386 
Retained earnings 387,743  357,493 
Accumulated other comprehensive income, net of tax 18,407  26,743 
Total shareholders’ equity 431,928  404,688 
Total liabilities, redeemable preferred stock and shareholders’ equity $ 2,602,320  $ 2,575,217