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): August 6, 2018
Willis Lease Finance Corp.
(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) |
773 San Marin Drive, Suite 2215, Novato, California 94998 |
(Address of Principal Executive Offices) (Zip Code) |
(415) 408-4700
(Registrant's telephone number, including area code)
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 to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
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. [ ]
Item 2.02. (a) Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.
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 August 6, 2018, the Company issued a news release setting forth the Company’s results from operations for the three and six months ended June 30, 2018 and financial condition as of June 30, 2018. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and 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 News Release issued by Willis Lease Finance Corporation dated August 6, 2018.
SIGNATURE
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 hereunto duly authorized.
Willis Lease Finance Corp. | ||
Date: August 6, 2018 | By: | /s/ Scott B. Flaherty |
Scott B. Flaherty | ||
Senior Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
Willis Lease Finance Corporation Reports Second Quarter Pre-tax Profit of $11.6 Million
NOVATO, Calif., Aug. 06, 2018 (GLOBE NEWSWIRE) -- Willis Lease Finance Corporation (NASDAQ: WLFC) today reported a pre-tax profit of $11.6 million in the second quarter of 2018, driven by strong sales in each of our leasing, spare parts and asset management businesses. The Company achieved record quarterly lease rent revenue of $43.1 million in the period driven by continued high utilization and 14.9% growth of our portfolio to $1.542 billion at quarter-end compared to $1.343 billion at December 31, 2017. Aggregate lease rent and maintenance reserve revenues were $65.1 million for the second quarter 2018, up 37.5% and 85.5% respectively.
“We continue to deliver strong cash flow and profits during a significant growth period for the Company,” said Charles F. Willis, Chairman and CEO. “Our focus is on growing and shaping our portfolio, and the business generally, to ensure that we have the right assets and services in the right places, at the right time, delivering maximum value for our customers.”
“The industry continues to see high demand for lease engines, parts and services and we are poised to deliver on each because of the strength and depth of our asset portfolio and our Platform,” said Brian R. Hole, President. “We believe we are leading a fundamental industry change as airlines realize it is more efficient to access our Platform of assets and services on demand than to acquire a large number of perpetually under-utilized spare engines.”
Second Quarter 2018 Highlights (at or for the periods ended June 30, 2018, as compared to June 30, 2017, and December 31, 2017):
Balance Sheet
As of June 30, 2018, the Company had a total lease portfolio consisting of 246 engines and related equipment, 15 aircraft and 10 other leased parts and equipment with a net book value of $1.542 billion. As of December 31, 2017, the Company had a total lease portfolio consisting of 225 engines and related equipment, 16 aircraft and 7 other leased parts and equipment, with a net book value of $1.343 billion.
Willis Lease Finance Corporation
Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers in 120 countries. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services supported by cutting edge technology through its subsidiary Willis Asset Management, as well as various end-of-life solutions for aircraft, engines and aviation materials provided through its subsidiary, Willis Aeronautical Services, Inc.
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 terrorist activity, changes in oil prices and other disruptions to the 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 the 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 | Six Months Ended | ||||||||||||||||||
June 30, | % | June 30, | % | ||||||||||||||||
2018 | 2017 | Change | 2018 | 2017 | Change | ||||||||||||||
REVENUE | |||||||||||||||||||
Lease rent revenue | $ | 43,081 | $ | 31,337 | 37.5 | % | $ | 82,726 | $ | 61,572 | 34.4 | % | |||||||
Maintenance reserve revenue | 22,045 | 11,881 | 85.5 | % | 37,485 | 43,843 | (14.5 | )% | |||||||||||
Spare parts and equipment sales | 7,061 | 19,383 | (63.6 | )% | 13,347 | 31,979 | (58.3 | )% | |||||||||||
Gain on sale of leased equipment | 245 | 3,527 | (93.1 | )% | 886 | 4,509 | (80.4 | )% | |||||||||||
Other revenue | 1,871 | 1,716 | 9.0 | % | 3,752 | 3,888 | (3.5 | )% | |||||||||||
Total revenue | 74,303 | 67,844 | 9.5 | % | 138,196 | 145,791 | (5.2 | )% | |||||||||||
EXPENSES | |||||||||||||||||||
Depreciation and amortization expense | 18,384 | 16,015 | 14.8 | % | 35,739 | 32,644 | 9.5 | % | |||||||||||
Cost of spare parts and equipment sales (1) | 5,906 | 14,656 | (59.7 | )% | 10,689 | 24,973 | (57.2 | )% | |||||||||||
Write-down of equipment (1) | 3,578 | 1,351 | 164.8 | % | 3,578 | 13,442 | (73.4 | )% | |||||||||||
General and administrative | 16,782 | 13,065 | 28.5 | % | 32,393 | 26,265 | 23.3 | % | |||||||||||
Technical expense | 3,232 | 2,448 | 32.0 | % | 6,909 | 4,740 | 45.8 | % | |||||||||||
Interest expense | 15,138 | 11,312 | 33.8 | % | 28,732 | 22,178 | 29.6 | % | |||||||||||
Total expenses | 63,020 | 58,847 | 7.1 | % | 118,040 | 124,242 | (5.0 | )% | |||||||||||
Earnings from operations | 11,283 | 8,997 | 25.4 | % | 20,156 | 21,549 | (6.5 | )% | |||||||||||
Earnings from joint ventures | 316 | 1,161 | (72.8 | )% | 1,063 | 3,015 | (64.7 | )% | |||||||||||
Income before income taxes | 11,599 | 10,158 | 14.2 | % | 21,219 | 24,564 | (13.6 | )% | |||||||||||
Income tax expense | 3,240 | 4,168 | (22.3 | )% | 5,776 | 10,406 | (44.5 | )% | |||||||||||
Net income | 8,359 | 5,990 | 39.5 | % | 15,443 | 14,158 | 9.1 | % | |||||||||||
Preferred stock dividends | 810 | 324 | 150.0 | % | 1,612 | 646 | 149.5 | % | |||||||||||
Accretion of preferred stock issuance costs | 21 | 9 | 133.3 | % | 42 | 17 | 147.1 | % | |||||||||||
Net income attributable to common shareholders | $ | 7,528 | $ | 5,657 | 33.1 | % | $ | 13,789 | $ | 13,495 | 2.2 | % | |||||||
Basic weighted average earnings per common share | $ | 1.28 | $ | 0.94 | $ | 2.30 | $ | 2.22 | |||||||||||
Diluted weighted average earnings per common share (2) | $ | 1.26 | $ | 0.92 | $ | 2.25 | $ | 2.17 | |||||||||||
Basic weighted average common shares outstanding | 5,878 | 6,036 | 5,990 | 6,075 | |||||||||||||||
Diluted weighted average common shares outstanding (2) | 5,991 | 6,158 | 6,123 | 6,213 | |||||||||||||||
_______________________________
(1) The amounts herein include reclassifications of scrap inventory write-offs and lower of cost or market write-downs that were previously presented within Write-down of equipment to the Costs of spare parts and equipment sales expense line item. The three and six months ended June 30, 2017 were impacted by a reclassification of $0.9 million and $1.8 million, respectively, reflected as an increase to Cost of spare parts and equipment sales and a decrease to Write-down of equipment.
(2) Diluted earnings per common share and diluted weighted average common shares outstanding have been adjusted to properly exclude the effects of income tax benefits on unvested restricted stock in accordance with ASU 2016-09. The adjustment did not impact diluted earnings per common share and impacted diluted weighted average common shares outstanding by approximately 16,000 shares for the second quarter of 2017. The adjustment impacted diluted earnings per common share and diluted weighted average common shares outstanding for the first half of 2017 by $0.01 and approximately 12,000 shares, respectively.
Unaudited Consolidated Balance Sheets | ||||||
(In thousands, except per share data) | ||||||
June 30, 2018 | December 31, 2017 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | 8,938 | $ | 7,052 | ||
Restricted cash | 37,880 | 40,272 | ||||
Equipment held for operating lease, less accumulated depreciation | 1,542,329 | 1,342,571 | ||||
Maintenance rights | 14,763 | 14,763 | ||||
Equipment held for sale | 18,430 | 34,172 | ||||
Operating lease related receivables, net of allowances | 20,238 | 18,848 | ||||
Spare parts inventory | 27,146 | 16,379 | ||||
Investments | 50,749 | 50,641 | ||||
Property, equipment & furnishings, less accumulated depreciation | 25,967 | 26,074 | ||||
Intangible assets, net | 1,525 | 1,727 | ||||
Other assets | 35,470 | 50,932 | ||||
Total assets | $ | 1,783,435 | $ | 1,603,431 | ||
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY | ||||||
Liabilities: | ||||||
Accounts payable and accrued expenses | $ | 28,137 | $ | 22,072 | ||
Deferred income taxes | 83,814 | 78,280 | ||||
Debt obligations | 1,232,847 | 1,085,405 | ||||
Maintenance reserves | 88,114 | 75,889 | ||||
Security deposits | 27,143 | 25,302 | ||||
Unearned revenue | 8,581 | 8,102 | ||||
Total liabilities | 1,468,636 | 1,295,050 | ||||
Redeemable preferred stock ($0.0l par value) | 49,512 | 49,471 | ||||
Shareholders' equity: | ||||||
Common stock ($0.0l par value) | 64 | 64 | ||||
Paid-in capital in excess of par | 1,474 | 2,319 | ||||
Retained earnings | 262,548 | 256,301 | ||||
Accumulated other comprehensive income, net of tax | 1,201 | 226 | ||||
Total shareholders' equity | 265,287 | 258,910 | ||||
Total liabilities, redeemable preferred stock and shareholders' equity | $ | 1,783,435 | $ | 1,603,431 | ||
CONTACT:
Scott B. Flaherty
Chief Financial Officer
(415) 408-4700