Notes to Condensed Consolidated Financial Statements
March 31, 2023
(Unaudited)
Unless the context requires otherwise, references to the “Company,” “WLFC,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to Willis Lease Finance Corporation and its subsidiaries.
1. Summary of Significant Accounting Policies
The significant accounting policies of the Company were described in Note 1 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). There have been no significant changes in the Company’s significant accounting policies for the three months ended March 31, 2023.
(a) Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2022 Form 10-K, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2022 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Income, Statements of Comprehensive Income, Statements of Redeemable Preferred Stock and Shareholders’ Equity and Statements of Cash Flows for such interim periods presented. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year.
In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and the inputs into management's estimates and judgment consider the economic implications of the COVID-19 pandemic and the current rising interest rate and inflationary environment on the Company’s critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale, allowances for doubtful accounts and credit losses, inventory, deferred in-substance fixed payment use fees included in “Unearned revenue” on the Condensed Consolidated Balance Sheets, and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the rapidly changing market and economic conditions related to the COVID-19 pandemic and the current rising interest rate and inflationary environment, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition.
(b) Principles of Consolidation
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, including variable interest entities (“VIEs”), where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity's activities. If the entity is a voting interest entity, the Company consolidates the entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation.
(c) Risks and Uncertainties
The scope and nature of the impact of COVID-19 on the airline industry, and in turn the Company's business, continue to evolve and the outcomes are uncertain. Given the uncertainty in the rapidly changing market and economic conditions related to COVID-19, we will continue to evaluate the nature and extent of the impact to the Company's business and financial position. The ultimate extent of the effects of the COVID-19 pandemic on the Company will depend on future developments, and such effects could exist for an extended period of time.
(d) Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
At the beginning of January 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. ASU 2016-13 affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. There was not a significant impact on the Unaudited Condensed Consolidated Financial Statements upon adoption of the standard.
Notes receivable and investments in sales-type leases, net of allowances represent the current remaining balances we expect to collect for our failed sale-leaseback transactions and sales-type leases. We establish allowances for credit losses to cover probable but specifically unknown losses existing in the portfolio. In doing so, we categorize our financial assets by pools with similar risk characteristics, including whether the financial asset is collateral-backed and whether the customer is placed on non-accrual status. A write-off is recorded when all or part of the financial asset is deemed uncollectible. Write-offs are charged against previously established allowances for credit losses. Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowances for credit losses.
Receivables, net of allowances includes amounts billed to customers where the right to payment is unconditional. We maintain an allowance for our trade receivables to provide for the estimated amount that will not be collected, even when the risk of loss is remote. The allowance is measured on a collective pool basis when similar risk characteristics exist and is established as a percentage of accounts receivable. The percentage is based on all available and relevant information including age of outstanding receivables, historical payment experience and loss history, current economic conditions, and, when reasonable and supportable factors exist, management’s expectation of future economic conditions. A write-off is recorded when all or part of the receivable is deemed uncollectible. Write-offs are charged against the previously established allowance for credit losses. Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowance for credit losses.
2. Revenue from Contracts with Customers
The following tables disaggregate revenue by major source for the three months ended March 31, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2023 | | Leasing and
Related Operations | | Spare Parts Sales | | Eliminations | | Total |
| Lease rent revenue | | $ | 53,220 | | | $ | — | | | $ | — | | | $ | 53,220 | |
| Maintenance reserve revenue | | 23,498 | | | — | | | — | | | 23,498 | |
| Spare parts and equipment sales | | 55 | | | 4,997 | | | — | | | 5,052 | |
| Interest revenue | | 2,046 | | | — | | | — | | | 2,046 | |
| Loss on sale of leased equipment | | (133) | | | — | | | — | | | (133) | |
| Managed services | | 5,532 | | | — | | | — | | | 5,532 | |
| Other revenue | | 256 | | | 98 | | | (34) | | | 320 | |
| Total revenue | | $ | 84,474 | | | $ | 5,095 | | | $ | (34) | | | $ | 89,535 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2022 | | Leasing and
Related Operations | | Spare Parts Sales | | Eliminations | | Total |
| Lease rent revenue | | $ | 38,125 | | | $ | — | | | $ | — | | | $ | 38,125 | |
| Maintenance reserve revenue | | 14,834 | | | — | | | — | | | 14,834 | |
| Spare parts and equipment sales | | 202 | | | 6,428 | | | — | | | 6,630 | |
| | | | | | | | |
| Interest revenue | | 2,114 | | | — | | | — | | | 2,114 | |
| Gain on sale of leased equipment | | 2,298 | | | — | | | — | | | 2,298 | |
| Managed services | | 4,644 | | | — | | | — | | | 4,644 | |
| Other revenue | | 54 | | | 176 | | | (58) | | | 172 | |
| Total revenue | | $ | 62,271 | | | $ | 6,604 | | | $ | (58) | | | $ | 68,817 | |
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.”
3. Equipment Held for Operating Lease and Notes Receivable
As of March 31, 2023, the Company had $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 of 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.
The following table disaggregates equipment held for operating lease by asset class (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Gross Value | | Accumulated Depreciation | | Net Book Value | | Gross Value | | Accumulated Depreciation | | Net Book Value |
| Engines and related equipment | $ | 2,522,732 | | | $ | (538,280) | | | $ | 1,984,452 | | | $ | 2,491,448 | | | $ | (525,172) | | | $ | 1,966,276 | |
| Aircraft and airframes | 164,643 | | | (18,653) | | | 145,990 | | | 150,089 | | | (15,543) | | | 134,546 | |
| Marine vessel | 14,052 | | | (2,655) | | | 11,397 | | | 13,581 | | | (2,468) | | | 11,113 | |
| $ | 2,701,427 | | | $ | (559,588) | | | $ | 2,141,839 | | | $ | 2,655,118 | | | $ | (543,183) | | | $ | 2,111,935 | |
Notes Receivable and Investments in Sales-Type Leases
During the three months ended March 31, 2023 and 2022, the Company recorded interest revenue related to the notes receivable and investments in sales-type leases of $2.0 million and $2.1 million, respectively. The effective interest rates on our notes receivable and investments in sales-type leases ranged from 7.1% to 12.2% as of March 31, 2023 and 6.3% to 12.2% as of March 31, 2022.
4. Investments
In 2011, the Company entered into an agreement with Mitsui & Co., Ltd. to participate in a joint venture formed as a Dublin-based Irish limited company, Willis Mitsui & Company Engine Support Limited (“WMES”) for the purpose of acquiring and leasing jet engines. Each partner holds a fifty percent interest in the joint venture, and the Company uses the equity method in recording investment activity. As of March 31, 2023, WMES owned a lease portfolio, inclusive of 34 engines and five aircraft with a net book value of $227.5 million.
In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Engine Lease Company Limited (“CASC Willis”), a joint venture based in Shanghai, China. Each partner holds a fifty percent interest in the joint venture, and the Company uses the equity method in recording investment activity. CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on the demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China. As of March 31, 2023, CASC Willis owned a lease portfolio of four engines with a net book value of $42.9 million.
| | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2023 | | WMES | | CASC Willis | | Total |
| | (in thousands) |
| Investment in joint ventures as of December 31, 2022 | | $ | 41,014 | | | $ | 15,175 | | | $ | 56,189 | |
| Loss (income) from joint ventures | | (1,323) | | | 162 | | | (1,161) | |
| | | | | | |
| Foreign currency translation adjustment | | — | | | 102 | | | 102 | |
| Other comprehensive loss from joint ventures | | (234) | | | — | | | (234) | |
| Investment in joint ventures as of March 31, 2023 | | $ | 39,457 | | | $ | 15,439 | | | $ | 54,896 | |
“Other revenue” on the Condensed Consolidated Statements of Income includes $0.5 million for each of the three months ended March 31, 2023 and 2022, consisting of management fees related to the servicing of engines for the WMES lease portfolio.
During the three months ended March 31, 2023, WMES sold an engine to the Company for $22.3 million. There were no aircraft or engine sales by the Company to WMES or CASC Willis during the three months ended March 31, 2023 and 2022.
Unaudited summarized financial information for 100% of WMES is presented in the following tables:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2023 | | 2022 | | | | |
| (in thousands) | | |
| Revenue | $ | 10,878 | | | $ | 9,541 | | | | | |
| Expenses | 11,165 | | | 15,003 | | | | | |
| WMES net loss | $ | (287) | | | $ | (5,462) | | | | | |
| | | | | | | | | | | |
| March 31,
2023 | | December 31,
2022 |
| (in thousands) |
| Total assets | $ | 240,905 | | | $ | 267,580 | |
| Total liabilities | 156,363 | | | 183,083 | |
| Total WMES net equity | $ | 84,542 | | | $ | 84,497 | |
The difference between the Company’s investment in WMES and 50% of total WMES net equity is primarily attributable to the recognition of deferred gains, which are related to engines sold by WMES to the Company, and prior to the adoption of ASU 2017-05, related to engines sold by the Company to WMES.
5. Debt Obligations
Debt obligations consisted of the following:
| | | | | | | | | | | |
| March 31,
2023 | | December 31,
2022 |
| (in thousands) |
Credit facility at a floating rate of interest of one-month LIBOR plus 1.75% at March 31, 2023, secured by engines. The facility has a committed amount of $1.0 billion at March 31, 2023, which revolves until the maturity date of June 2024 | $ | 742,000 | | | $ | 727,000 | |
WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10%, maturing in May 2046, secured by engines and one airframe | 259,738 | | | 262,779 | |
WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44%, maturing in May 2046, secured by engines and one airframe | 36,080 | | | 36,502 | |
WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39%, maturing in May 2046, secured by engines and one airframe | 14,109 | | | 14,738 | |
WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines | 251,639 | | | 255,136 | |
WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines | 35,055 | | | 35,542 | |
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines | 12,669 | | | 13,314 | |
WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines | 231,268 | | | 238,072 | |
WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines | 36,241 | | | 36,386 | |
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines | 198,785 | | | 209,061 | |
WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines | 30,255 | | | 30,255 | |
Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft | 2,792 | | | 3,304 | |
| 1,850,631 | | | 1,862,089 | |
| Less: unamortized debt issuance costs | (13,743) | | | (14,811) | |
| Total debt obligations | $ | 1,836,888 | | | $ | 1,847,278 | |
One-month LIBOR was 4.86% and 4.39% as of March 31, 2023 and December 31, 2022, respectively.
Principal outstanding at March 31, 2023, is expected to be repayable as follows:
| | | | | | | | |
| Year | | (in thousands) |
| 2023 | | $ | 57,142 | |
| 2024 | | 802,931 | |
| 2025 | | 59,695 | |
| 2026 | | 265,083 | |
| 2027 | | 191,466 | |
| Thereafter | | 474,314 | |
| Total | | $ | 1,850,631 | |
Virtually all of the above debt requires ongoing compliance with certain financial covenants, including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. The Company also has certain negative financial covenants such as liens, advances, change in business, sales of assets, dividends and stock repurchases. These covenants are tested either monthly, quarterly or annually, and the Company was in full compliance with all financial covenant requirements at March 31, 2023.
6. Derivative Instruments
The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month LIBOR, with $742.0 million and $727.0 million of variable rate borrowings at March 31, 2023 and December 31, 2022, respectively. As a matter of policy, management does not use derivatives for speculative purposes. As of March 31, 2023, the Company had five interest rate swap agreements. During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $100.0 million, two with remaining terms of 10 months and two with remaining terms of 34 months as of March 31, 2023. One interest rate swap agreement was entered into during 2019 which has a notional outstanding amount of $100.0 million with a remaining term of 15 months as of March 31, 2023. The derivative instruments were each designated as cash flow hedges at inception and recorded at fair value.
The Company evaluated the effectiveness of the swap agreements to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that each swap was highly effective in hedging that risk. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis and concluded there was no ineffectiveness in the hedges for the period ended March 31, 2023.
The Company estimates the fair value of derivative instruments using a discounted cash flow technique and has used creditworthiness inputs that corroborate observable market data when evaluating the Company’s and counterparty’s risk of non-performance. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments.
The net fair value of the interest rate swaps as of March 31, 2023 was $28.1 million, representing an asset and is reflected within “Other assets” on the Condensed Consolidated Balance Sheets. The net fair value of the interest rate swaps as of December 31, 2022 was $34.8 million, representing an asset and reflected within “Other assets” on the Condensed Consolidated Balance Sheets. The Company recorded an adjustment to interest expense of $(5.4) million and $0.3 million during the three months ended March 31, 2023 and 2022, respectively, from derivative instruments.
Effect of Derivative Instruments on Earnings in the Condensed Consolidated Statements of Income and Comprehensive Income
The following table provides additional information about the financial statement effects related to the cash flow hedges for the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | |
| Derivatives in Cash Flow Hedging Relationships | | Amount of (Loss) Gain Recognized in OCI on Derivatives
(Effective Portion) |
| Three months ended March 31, | | |
| 2023 | | 2022 | | | | |
| | (in thousands) | | |
| Interest rate contracts | | $ | (6,664) | | | $ | 17,151 | | | | | |
| Total | | $ | (6,664) | | | $ | 17,151 | | | | | |
The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings or it is probable that the forecasted transaction will not occur. The ineffective portion of the hedges, if any, is recorded in earnings in the current period.
Counterparty Credit Risk
The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The counterparties for the interest rate swaps are large financial institutions that possessed investment grade credit ratings. Based on these ratings, the Company believes that the counterparties were credit-worthy and that their continuing performance under the hedging agreements was probable and did not require the counterparties to provide collateral or other security to the Company.
7. Income Taxes
Income tax expense (benefit) for the three months ended March 31, 2023 and March 31, 2022 was $2.4 million and $(6.5) million, respectively. The effective tax rate for the three months ended March 31, 2023 and March 31, 2022 was 35.7% and 23.5%, respectively. The Company’s effective tax rates differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and a discrete item recorded in the quarter ended March 31, 2022 associated with a write-down of engines due to the Russia and Ukraine conflict. Refer to Note 8 "Fair Value Measurements" for further detail on the write-downs related to Russia.
The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur. The Company’s tax rate is subject to change based on changes in the mix of assets leased to domestic and foreign lessees, the proportions of revenue generated within and outside of California, the amount of executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code and numerous other factors, including changes in tax law.
8. Fair Value Measurements
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties in contrast to a forced sale or liquidation. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision.
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:
•Cash and cash equivalents, restricted cash, receivables, and accounts payable: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.
•Notes receivable: The carrying amount of the Company’s outstanding balance on its Notes receivable as of March 31, 2023 and December 31, 2022 was estimated to have a fair value of approximately $88.7 million and $83.5 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
•Investments in sales-type leases: The carrying amount of the Company's outstanding balance on its Investments in sales-type leases as of March 31, 2023 and December 31, 2022 was estimated to have a fair value of approximately $6.1 million and $6.4 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
•Debt obligations: The carrying amount of the Company’s outstanding balance on its Debt obligations as of March 31, 2023 and December 31, 2022 was estimated to have a fair value of approximately $1,546.9 million and $1,540.2 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
Assets Measured and Recorded at Fair Value on a Recurring Basis and a Nonrecurring Basis
As of March 31, 2023 and December 31, 2022, the Company measured the fair value of its interest rate swap agreements based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique and has used creditworthiness inputs that corroborate observable market data evaluating the Company’s and counterparties’ risk of non-performance. The net fair value of the interest rate swaps as of March 31, 2023 was $28.1 million, representing an asset. The net fair value of the interest rate swaps as of December 31, 2022 was $34.8 million, representing an asset. The Company recorded an adjustment to interest expense of $(5.4) million and $0.3 million during the three months ended March 31, 2023 and 2022, respectively, from derivative instruments.
Goodwill is assessed for impairment annually, at each year end by comparing the fair values of the reporting units to their carrying amounts. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.
The Company determines fair value of long-lived assets held and used, such as Equipment held for operating lease and Equipment held for sale, by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors. An impairment charge is recorded when the carrying value of the asset exceeds its fair value. The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.
| | | | | | | | | | | | | | | |
| Total Losses |
| Three months ended March 31, | | |
| 2023 | | 2022 | | | | |
| (in thousands) | | |
| Equipment held for lease | $ | — | | | $ | 21,117 | | | | | |
| Total | $ | — | | | $ | 21,117 | | | | | |
For the three months ended March 31, 2023, the Company had no impairment on its equipment.
Write-downs of equipment to their estimated fair values totaled $21.1 million for the three months ended March 31, 2022, reflecting an adjustment of the carrying value of three impaired engines. Of this write-down, $20.4 million reflects the impairment of two engines located in Russia which were determined, due to the Russia and Ukraine conflict, to be unrecoverable. The remaining write-downs were in the ordinary course of business.
9. Earnings Per Share
Basic earnings per common share is computed by dividing net income, less preferred stock dividends and accretion of preferred stock issuance costs, by the weighted average number of common shares outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.
There were no anti-dilutive shares for the three months ended March 31, 2023. There were $0.3 million anti-dilutive shares excluded from the computation of diluted weighted average loss per share for the three months ended March 31, 2022.
The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2023 | | 2022 | | | | |
| Net income (loss) attributable to common shareholders | $ | 3,572 | | | $ | (22,023) | | | | | |
| | | | | | | |
| Basic weighted average common shares outstanding | 6,123 | | | 5,951 | | | | | |
| Potentially dilutive common shares | 333 | | | — | | | | | |
| Diluted weighted average common shares outstanding | 6,456 | | | 5,951 | | | | | |
| | | | | | | |
| Basic weighted average income (loss) per common share | $ | 0.58 | | | $ | (3.70) | | | | | |
| Diluted weighted average income (loss) per common share | $ | 0.55 | | | $ | (3.70) | | | | | |
10. Equity
Common Stock Repurchase
In October 2022, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2024. Repurchased shares are immediately retired. No shares were repurchased during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company repurchased a total of 52,780 shares of common stock for approximately $1.8 million at a weighted average price of $34.86 per share.
Redeemable Preferred Stock
Dividends: The Company’s Series A-1 Preferred Stock and Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During each of the three months ended March 31, 2023 and 2022, the Company paid total dividends of $0.8 million on the Series A-1 and Series A-2 Preferred Stock.
11. Stock-Based Compensation Plans
The components of stock-based compensation expense were as follows:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2023 | | 2022 | | | | |
| (in thousands) | | |
| 2021 Stock Incentive Plan | $ | 2,890 | | | $ | 4,607 | | | | | |
| Employee Stock Purchase Plan | 47 | | | 22 | | | | | |
| Total Stock Compensation Expense | $ | 2,937 | | | $ | 4,629 | | | | | |
The 2021 Stock Incentive Plan (the “2021 Plan”) authorized 1,800,000 shares for issuance, plus the number of shares remaining for issuance under the prior stock plan and any future forfeited awards under the prior plan. Stock-based compensation is in the form of restricted stock awards (“RSAs”). The RSAs are subject to either service-based vesting, which is typically between one and four years, in which a specific period of continued employment must pass before an award vests, or performance-based vesting, which is typically between one and two years. The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant‑date fair value of the award tranche that is actually vested at that date.
As of March 31, 2023, the Company had granted 1,256,700 RSAs under the 2021 Plan and had 637,896 shares available for future issuance. The fair value of the restricted stock awards equaled the stock price at the grant date.
The following table summarizes the restricted stock activity during the three months ended March 31, 2023:
| | | | | |
| Shares |
| Balance of unvested shares as of December 31, 2022 | 495,948 | |
| Shares granted | — | |
| Shares forfeited | (1,999) | |
| Shares vested | — | |
| Balance of unvested shares as of March 31, 2023 | 493,949 | |
Under the Employee Stock Purchase Plan (“ESPP”), as amended and restated effective November 2021, 425,000 shares of common stock have been reserved for issuance. Eligible employees may designate no more than 10% of their base cash compensation to be deducted each pay period for the purchase of common stock under the ESPP. Participants may purchase no more than 1,000 shares or $25,000 of common stock in any one calendar year. Each January 31 and July 31, shares of common stock are purchased with the employees’ payroll deductions from the immediately preceding six months at a price per share of 85% of the lesser of the market price of the common stock on the purchase date or the market price of the common stock on the date of entry into an offering period. During the three months ended March 31, 2023 and 2022, 5,506 and 9,919 shares of common stock, respectively, were issued under the ESPP. The Company issues new shares through its transfer agent upon an employee stock purchase.
12. Reportable Segments
The Company has two reportable segments: (i) Leasing and Related Operations which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines and other aircraft equipment and the selective purchase and resale of commercial aircraft engines and other aircraft equipment and other related businesses and (ii) Spare Parts Sales which involves the purchase and resale of after-market engine parts, whole engines, engine modules and portable aircraft components.
The Company evaluates the performance of each of the segments based on profit or loss after general and administrative expenses. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.
The following tables present a summary of the reportable segments (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2023 | | Leasing and
Related Operations | | Spare Parts Sales | | Eliminations | | Total |
| Revenue: | | | | | | | | |
| Lease rent revenue | | $ | 53,220 | | | $ | — | | | $ | — | | | $ | 53,220 | |
| Maintenance reserve revenue | | 23,498 | | | — | | | — | | | 23,498 | |
| Spare parts and equipment sales | | 55 | | | 4,997 | | | — | | | 5,052 | |
| Interest revenue | | 2,046 | | | — | | | — | | | 2,046 | |
| Loss on sale of leased equipment | | (133) | | | — | | | — | | | (133) | |
| Other revenue | | 5,788 | | | 98 | | | (34) | | | 5,852 | |
| Total revenue | | 84,474 | | | 5,095 | | | (34) | | | 89,535 | |
| | | | | | | | |
| Expenses: | | | | | | | | |
| Depreciation and amortization expense | | 22,517 | | | 32 | | | — | | | 22,549 | |
| Cost of spare parts and equipment sales | | 8 | | | 4,491 | | | — | | | 4,499 | |
| | | | | | | | |
| General and administrative | | 32,231 | | | 1,040 | | | — | | | 33,271 | |
| Technical expense | | 2,829 | | | — | | | — | | | 2,829 | |
| Net finance costs: | | | | | | | | |
| Interest expense | | 18,389 | | | — | | | — | | | 18,389 | |
| | | | | | | | |
| Total finance costs | | 18,389 | | | — | | | — | | | 18,389 | |
| Total expenses | | 75,974 | | | 5,563 | | | — | | | 81,537 | |
| Income (loss) from operations | | $ | 8,500 | | | $ | (468) | | | $ | (34) | | | $ | 7,998 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2022 | | Leasing and
Related Operations | | Spare Parts Sales | | Eliminations | | Total |
| Revenue: | | | | | | | | |
| Lease rent revenue | | $ | 38,125 | | | $ | — | | | $ | — | | | $ | 38,125 | |
| Maintenance reserve revenue | | 14,834 | | | — | | | — | | | 14,834 | |
| Spare parts and equipment sales | | 202 | | | 6,428 | | | — | | | 6,630 | |
| | | | | | | | |
| Interest revenue | | 2,114 | | | — | | | — | | | 2,114 | |
| Gain on sale of leased equipment | | 2,298 | | | — | | | — | | | 2,298 | |
| Other revenue | | 4,698 | | | 176 | | | (58) | | | 4,816 | |
| Total revenue | | 62,271 | | | 6,604 | | | (58) | | | 68,817 | |
| | | | | | | | |
| Expenses: | | | | | | | | |
| Depreciation and amortization expense | | 21,782 | | | 27 | | | — | | | 21,809 | |
| Cost of spare parts and equipment sales | | 6 | | | 4,856 | | | — | | | 4,862 | |
| Write-down of equipment | | 21,117 | | | — | | | — | | | 21,117 | |
| General and administrative | | 22,806 | | | 799 | | | — | | | 23,605 | |
| Technical expense | | 5,646 | | | — | | | — | | | 5,646 | |
| Net finance costs: | | | | | | | | |
| Interest expense | | 16,883 | | | — | | | — | | | 16,883 | |
| | | | | | | | |
| Total finance costs | | 16,883 | | | — | | | — | | | 16,883 | |
| Total expenses | | 88,240 | | | 5,682 | | | — | | | 93,922 | |
| (Loss) income from operations | | $ | (25,969) | | | $ | 922 | | | $ | (58) | | | $ | (25,105) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Leasing and
Related Operations | | Spare Parts Sales | | Eliminations | | Total |
| Total assets as of March 31, 2023 | | $ | 2,542,279 | | | $ | 45,055 | | | $ | — | | | $ | 2,587,334 | |
| Total assets as of December 31, 2022 | | $ | 2,530,130 | | | $ | 45,087 | | | $ | — | | | $ | 2,575,217 | |
13. Related Party Transactions
Joint Ventures
“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $0.5 million for each of the three months ended March 31, 2023 and 2022, related to the servicing of engines for the WMES lease portfolio.
During the three months ended March 31, 2023, WMES sold an engine to the Company for $22.3 million.
Other
In January 2023, Willis Asset Management Limited, one of the Company's wholly-owned and vertically-integrated subsidiaries, began leasing one of its hangars to Fur Feather and Fin Limited, an entity in which the Company’s Executive Chairman retains an ownership interest, for quarterly rent payments of approximately $7,700. The lease was approved by the Board's Independent Directors.
14. Subsequent Events
In November 2022, an independent committee established by our Board of Directors began reviewing and negotiating a proposal in which Mitsui & Co., Ltd., a Japanese limited company (“Mitsui”), Fuyo General Lease Co., Ltd. (“Fuyo”), JA Mitsui Leasing, Ltd. (“JAML”), and CFW Partners, L.P. (“CFW” and collectively with Mitsui, Fuyo and JAML, the “Consortium”) would acquire all of the outstanding shares of the Company’s common stock not already owned by CFW, Charles F. Willis, IV, Austin Chandler Willis and their respective affiliates. This would result in the Company to become a privately-held company. On April 14, 2023, the Consortium withdrew its offer and abandoned the transaction.