0001018164false00010181642024-10-312024-10-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________

FORM 8-K/A
 (Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 ______________________________________________________________________
 
Date of Report (Date of earliest event reported): October 31, 2024
 
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 ClassTrading SymbolName of exchange on which registered
Common Stock, $0.01 par value per shareWLFCNasdaq 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 ☐

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



Explanatory Note

This Amendment to the Current Report on Form 8-K filed by Willis Lease Finance Corporation (the “Company”) on November 4, 2024 (the “Original Form 8-K”) is being filed to correct a clerical error in the news release filed as Exhibit 99.1 to the Original Form 8-K. The $48.5 million of short-term maintenance revenues earned was reported as the total year-to-date amount earned during the first three quarters of 2024, but this has been corrected to reflect that this amount was earned during the third quarter of 2024. A revised copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. No other information has been modified from the Original Form 8-K.

Item 2.02 Results of Operations and Financial Condition.
 
On November 4, 2024, the Company issued a news release setting forth the Company’s results from operations for the three and nine months ended September 30, 2024 and financial condition as of September 30, 2024. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information and exhibit furnished under this Item 2.02 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.

Item 8.01 Other Events.

On October 31, 2024, the Company's Board of Directors declared the Company’s quarterly dividend of $0.25 per share of common stock outstanding. The dividend is expected to be paid on November 21, 2024, to stockholders of record at the close of business on November 12, 2024. A copy of the news release announcing the quarterly dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements & Exhibits.
 
Exhibit No. Description
99.1 
104Cover 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 5, 2024
 
 
 WILLIS LEASE FINANCE CORPORATION
  
 By:/s/ Scott B. Flaherty
 Scott B. Flaherty
 Executive Vice President and Chief Financial Officer

3

Exhibit 99.1
image.jpg

 
CONTACT:
Scott B. Flaherty
NEWS RELEASE Executive Vice President & Chief Financial Officer
 (561) 413-0112
 

Willis Lease Finance Corporation Reports Strong Third Quarter Pre-Tax Income of $34.5 million
Pre-Tax Income Up 69% as Compared to that of the Third Quarter of the Prior Period
Board Declares Recurring Quarterly Dividend of $0.25 Per Share of Common Stock
 
COCONUT CREEK, FL — November 4, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) today reported third quarter total revenues of $146.2 million and quarterly pre-tax income of $34.5 million. The Company also announced its quarterly dividend of $0.25 per share, expected to be paid on November 21, 2024, with a record holder date of November 12, 2024. For the three months ended September 30, 2024, core lease rent and maintenance reserve revenues were $114.7 million in the aggregate, up 26% as compared to $91.3 million for the same period in 2023. The growth was predominantly driven by core, recurring lease and maintenance revenues associated with the continued strength of the aviation marketplace, as airlines leverage the Company’s leasing, parts and maintenance capabilities to avoid protracted, expensive engine shop visits.

“Scale through growth has proven to be an important factor in our profitability,” said Austin C. Willis, Chief Executive Officer. “Our platform of complementary services and assets is helping to fuel that growth.”

“Our long-standing efforts to demonstrate the value of engine programs and our vertically integrated products and services continue to deliver for the Company and for our customers,” said Brian R. Hole, President. “The challenge for us now is to deliver that value and scale efficiently to meet existing demand.”

Third Quarter 2024 Highlights

•Lease rent revenue was $64.9 million in the third quarter of 2024, an increase of 21.2%, compared to $53.6 million in the third quarter of 2023. During the three months ended September 30, 2024, we purchased equipment (including capitalized costs) totaling $166.9 million, which consisted of three airframes, 19 engines, and other parts and equipment purchased for our lease portfolio. During the three months ended September 30, 2023, we purchased equipment (including capitalized costs) totaling $31.0 million, which consisted of five engines and other parts and equipment purchased for our lease portfolio.
•Maintenance reserve revenue was $49.8 million in the third quarter of 2024, an increase of 32.0%, compared to $37.7 million in the same quarter of 2023, reflecting the high level of usage of our assets by our customer base. Engines on lease with “non-reimbursable” usage fees generated $48.5 million of short-term maintenance revenues in the third quarter of 2024, compared to $34.4 million in the prior year period. There was $1.2 million long-term maintenance revenue recognized in the three months ended September 30, 2024, compared to $3.3 million long-term maintenance revenue recognized for the three months ended September 30, 2023. Long-term maintenance revenue is recognized at the end of a lease period as the related maintenance reserve liability is released from the balance sheet.
•Spare parts and equipment sales increased to $10.9 million in the third quarter of 2024, compared to $3.4 million in the third quarter of 2023. The increase in spare parts sales for the three months ended September 30, 2024 reflects the demand for surplus material that we are seeing as operators extend the lives of their current generation engine portfolios. Equipment sales for the three months ended September 30, 2024 were $1.0 million for the sale of one engine. There were no equipment sales for the three months ended September 30, 2023.
•Gain on sale of leased equipment was $9.5 million in the third quarter of 2024, reflecting the sale of 13 engines and other parts and equipment from the lease portfolio. During the three months ended September 30, 2023, we sold one engine, one airframe, and other parts and equipment for a net gain of $0.8 million.


•The Company generated $34.5 million of pre-tax income in the third quarter of 2024, compared to pre-tax income of $20.3 million in the third quarter of 2023, an increase of 69.4%.
•The book value of lease assets owned either directly or through our joint ventures, inclusive of our notes receivable, maintenance rights, and investments in sales-type leases was $3,039.8 million as of September 30, 2024. We continue to see the value of scale through increased profitability as well as our ability to offer bespoke solutions to our customers.
•Diluted weighted average income per common share was $3.37 for the third quarter 2024, compared to diluted weighted average income per common share of $2.13 in the third quarter of 2023.
•On September 27, 2024, the Company refinanced and expanded its $50.0 million of Series A-1 and Series A-2 Preferred Stock into one $65.0 million Series A series, which accrues quarterly dividends at a rate of 8.35% per annum, providing incremental growth equity to the business.
•On October 31, 2024, the Company entered into a new, $1.0 billion, five-year, revolving credit facility with a consortium of lenders, refinancing its $500.0 million outstanding credit facility. This new facility will provide incremental capital to support the ongoing growth of the business.
•The Company declared its quarterly dividend of $0.25 per share of common stock, expected to be paid on November 21, 2024, with a record holder date of November 12, 2024.

Balance Sheet

As of September 30, 2024, the Company’s lease portfolio was $2,665.7 million, consisting of $2,435.6 million of equipment held in its operating lease portfolio, $175.4 million of notes receivable, $31.5 million of maintenance rights, and $23.2 million of investments in sales-type leases, which represented 348 engines, 16 aircraft, one marine vessel and other leased parts and equipment. As of December 31, 2023, the Company’s lease portfolio was $2,223.4 million, consisting of $2,112.8 million of equipment held in our operating lease portfolio, $92.6 million of notes receivable, $9.2 million of maintenance rights, and $8.8 million of investments in sales-type leases, which represented 337 engines, 12 aircraft, one marine vessel and other leased parts and equipment.

Conference Call

WLFC will hold a conference call on Monday, November 4, 2024 at 10:00 a.m. Eastern Standard Time to discuss its third quarter results. Individuals wishing to participate in the conference call should dial: US and Canada (888) 632-5004, International +1 (646) 828-8082, wait for the conference operator and provide the operator with the Conference ID 512645. A digital replay will be available two hours after the completion of the conference. To access the replay, please visit our website at www.wlfc.global under the Investor Relations section for details.
 
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 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.

Forward-Looking Statements



Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Generally, these statements can be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Any forward-looking statement made by the Company is based only on information currently available to the Company and speaks only as of the date on which it is made. We undertake no obligation to update them, except as may be required by law. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. 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 pandemics; 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 Condensed Consolidated Statements of Income
(In thousands, except per share data) 

Three months ended September 30,Nine months ended
September 30,
 20242023% Change20242023% Change
REVENUE 
Lease rent revenue$64,905 $53,573 21.2 %$173,652 $161,209 7.7 %
Maintenance reserve revenue49,760 37,696 32.0 %156,527 96,609 62.0 %
Spare parts and equipment sales10,863 3,359 223.4 %20,337 12,961 56.9 %
Interest revenue3,412 2,106 62.0 %7,965 6,409 24.3 %
Gain on sale of leased equipment9,519 773 1,131.4 %33,148 5,101 549.8 %
Maintenance services revenue5,948 6,199 (4.0)%17,956 16,707 7.5 %
Other revenue1,816 2,039 (10.9)%6,841 5,279 29.6 %
Total revenue146,223 105,745 38.3 %416,426 304,275 36.9 %
EXPENSES
Depreciation and amortization expense23,650 23,088 2.4 %68,303 68,131 0.3 %
Cost of spare parts and equipment sales8,861 2,024 337.8 %17,003 9,581 77.5 %
Cost of maintenance services6,402 5,580 14.7 %17,647 14,351 23.0 %
Write-down of equipment605 719 (15.9)%866 2,390 (63.8)%
General and administrative40,037 26,545 50.8 %104,305 86,103 21.1 %
Technical expense5,151 8,739 (41.1)%17,924 19,755 (9.3)%
Net finance costs:
     Interest expense27,813 19,052 46.0 %75,378 56,526 33.4 %
Total net finance costs27,813 19,052 46.0 %75,378 56,526 33.4 %
Total expenses112,519 85,747 31.2 %301,426 256,837 17.4 %
Income from operations33,704 19,998 68.5 %115,000 47,438 142.4 %
Income (loss) from joint ventures756 346 118.5 %7,255 (1,289)nm
Income before income taxes34,460 20,344 69.4 %122,255 46,149 164.9 %
Income tax expense10,364 5,726 81.0 %34,704 13,321 160.5 %
Net income24,096 14,618 64.8 %87,551 32,828 166.7 %
Preferred stock dividends948 819 15.8 %2,758 2,431 13.5 %
Accretion of preferred stock issuance costs15 21 (28.6)%39 63 (38.1)%
Net income attributable to common shareholders$23,133 $13,778 67.9 %$84,754 $30,334 179.4 %
Basic weighted average income per common share$3.51 $2.16 $13.01 $4.83 
Diluted weighted average income per common share$3.37 $2.13 $12.57 $4.70 
Basic weighted average common shares outstanding6,582 6,365 6,513 6,282 
Diluted weighted average common shares outstanding6,859 6,466 6,745 6,454 




Unaudited Condensed Consolidated Balance Sheets
(In thousands, except per share data)
 
 September 30, 2024December 31, 2023
ASSETS
Cash and cash equivalents$5,791 $7,071 
Restricted cash99,333 160,958 
Equipment held for operating lease, less accumulated depreciation2,435,583 2,112,837 
Maintenance rights31,506 9,180 
Equipment held for sale4,286 805 
Receivables, net37,069 58,485 
Spare parts inventory74,089 40,954 
Investments61,891 58,044 
Property, equipment & furnishings, less accumulated depreciation36,119 37,160 
Intangible assets, net4,177 1,040 
Notes receivable, net175,358 92,621 
Investments in sales-type leases, net23,204 8,759 
Other assets55,187 64,430 
Total assets$3,043,593 $2,652,344 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses$119,560 $52,937 
Deferred income taxes178,177 147,779 
Debt obligations1,990,455 1,802,881 
Maintenance reserves108,090 92,497 
Security deposits27,203 23,790 
Unearned revenue39,294 43,533 
Total liabilities2,462,779 2,163,417 
Redeemable preferred stock ($0.01 par value)63,053 49,964 
Shareholders’ equity:
Common stock ($0.01 par value)72 68 
Paid-in capital in excess of par41,035 29,667 
Retained earnings473,609 397,781 
Accumulated other comprehensive income, net of tax3,045 11,447 
Total shareholders’ equity517,761 438,963 
Total liabilities, redeemable preferred stock and shareholders’ equity$3,043,593 $2,652,344 


v3.24.3
Cover
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Oct. 31, 2024
Entity Registrant Name Willis Lease Finance Corp
Entity Central Index Key 0001018164
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-15369
Entity Tax Identification Number 68-0070656
Entity Address, Address Line One 4700 Lyons Technology Parkway
Entity Address, City or Town Coconut Creek
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33073
City Area Code 561
Local Phone Number 349-9989
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol WLFC
Security Exchange Name NASDAQ
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