SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended June 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 0-28774
WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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68-0070656 |
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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2320 Marinship Way, Suite 300 |
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94965 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (415) 331-5281
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b.2 of the Exchange Act).
Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Title of Each Class |
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Outstanding at July 31, 2003 |
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Common Stock, $0.01 Par Value |
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8,838,140 |
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
INDEX
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PART I |
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FINANCIAL INFORMATION |
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Item 1. |
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Consolidated Financial Statements (Unaudited) |
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Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (as restated) |
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Consolidated Statements of Income for the Three and Six months ended June 30, 2003 and 2002 |
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Consolidated Statements of Cash Flows for the Six months ended June 30, 2003 and 2002 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
(In thousands, except share data)
(Unaudited)
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June 30, |
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December
31, |
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ASSETS |
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Cash and cash equivalents including restricted cash of $27,359 and $24,486 at June 30, 2003 and December 31, 2002, respectively |
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$ |
32,204 |
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$ |
27,289 |
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Equipment held for operating lease, less accumulated depreciation of $59,954 and $54,687 at June 30, 2003 and December 31, 2002, respectively |
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495,283 |
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495,398 |
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Net investment in direct finance lease |
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6,435 |
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6,832 |
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Operating lease related receivable, net of allowances of $346 and $299 at June 30, 2003 and December 31, 2002, respectively |
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2,764 |
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3,380 |
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Investments |
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1,480 |
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1,480 |
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Assets under derivative instruments |
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— |
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57 |
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Other assets |
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6,917 |
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8,559 |
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Total assets |
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$ |
545,083 |
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$ |
542,995 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Liabilities: |
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Accounts payable and accrued expenses |
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$ |
4,289 |
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$ |
4,328 |
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Liabilities under derivative instruments |
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2,584 |
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1,903 |
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Deferred income taxes |
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23,911 |
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23,214 |
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Notes payable |
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361,070 |
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364,680 |
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Maintenance reserves |
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39,047 |
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34,211 |
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Security deposits |
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2,375 |
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3,501 |
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Unearned lease revenue |
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5,377 |
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6,253 |
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Total liabilities |
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438,653 |
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438,090 |
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Shareholders’ equity: |
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Preferred stock ($0.01 par value, 5,000,000 shares authorized; none outstanding) |
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$ |
— |
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$ |
— |
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Common stock, ($0.01 par value, 20,000,000 shares authorized; 8,838,140 and 8,833,978 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively) |
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88 |
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88 |
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Paid-in capital in excess of par |
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61,664 |
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61,646 |
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Accumulated other comprehensive loss, net of tax of $1,184 and $960 at June 30, 2003 and December 31, 2002, respectively |
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(2,063 |
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(1,576 |
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Retained earnings |
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46,741 |
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44,747 |
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Total shareholders’ equity |
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106,430 |
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104,905 |
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Total liabilities and shareholders’ equity |
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$ |
545,083 |
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$ |
542,995 |
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See accompanying notes to the consolidated financial statements.
3
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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REVENUE |
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Lease revenue |
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$ |
14,599 |
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$ |
13,560 |
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$ |
28,603 |
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$ |
27,177 |
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Gain/(loss) on sale of leased equipment |
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1,013 |
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(152 |
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1,051 |
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583 |
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Total revenue |
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15,612 |
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13,408 |
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29,654 |
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27,760 |
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EXPENSES |
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Depreciation expense |
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5,312 |
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4,637 |
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10,566 |
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9,354 |
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Write-down of equipment |
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645 |
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154 |
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645 |
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154 |
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General and administrative |
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3,547 |
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3,087 |
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6,933 |
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6,778 |
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Total expenses |
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9,504 |
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7,878 |
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18,144 |
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16,286 |
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Earnings from operations |
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6,108 |
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5,530 |
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11,510 |
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11,474 |
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Interest expense |
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4,498 |
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4,774 |
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8,740 |
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9,298 |
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Interest income |
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(72 |
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(145 |
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(141 |
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(235 |
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Net interest and finance costs |
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4,426 |
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4,629 |
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8,599 |
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9,063 |
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