SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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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 September 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number: 0-28774 |
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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 |
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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) |
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Registrant’s telephone number, including area code (415) 331-5281 |
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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 November 8, 2004 |
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Common Stock, $0.01 Par Value |
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8,967,491 |
WILLIS
LEASE FINANCE CORPORATION
AND SUBSIDIARIES
INDEX
2
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
(In thousands, except share data, unaudited)
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September 30, |
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December 31, |
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2004 |
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2003 |
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ASSETS |
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Cash and cash equivalents including restricted cash of $42,635 and $33,784 at September 30, 2004 and December 31, 2003, respectively |
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$ |
49,931 |
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$ |
42,986 |
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Equipment held for operating lease, less accumulated depreciation of $79,422 and $67,873 at September 30, 2004 and December 31, 2003, respectively |
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495,131 |
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499,454 |
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Net investment in direct finance lease |
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1,807 |
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5,551 |
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Operating lease related receivable, net of allowances of $400 and $440 at September 30, 2004 and December 31, 2003, respectively |
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2,193 |
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2,095 |
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Notes receivable |
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2,733 |
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— |
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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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770 |
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7 |
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Property, equipment & furnishings, less accumulated depreciation of $1,253 and $1,193 at September 30, 2004 and December 31, 2003, respectively |
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6,845 |
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877 |
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Other assets |
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9,580 |
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7,572 |
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Total assets |
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$ |
570,470 |
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$ |
560,022 |
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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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$ |
6,582 |
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$ |
5,753 |
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Liabilities under derivative instruments |
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— |
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696 |
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Deferred income taxes |
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26,867 |
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25,283 |
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Notes payable |
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357,324 |
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362,395 |
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Maintenance reserves |
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57,774 |
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46,408 |
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Security deposits |
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2,330 |
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2,314 |
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Unearned lease revenue |
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5,340 |
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7,111 |
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Total liabilities |
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456,217 |
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449,960 |
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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; 8,967,491 and 8,846,805 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively) |
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90 |
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88 |
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Paid-in capital in excess of par |
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62,315 |
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61,710 |
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Accumulated other comprehensive gain/(loss), net of tax expense of $22 and tax benefit of $584 at September 30, 2004 and December 31, 2003, respectively |
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532 |
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(660 |
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Retained earnings |
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51,316 |
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48,924 |
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Total shareholders' equity |
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114,253 |
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110,062 |
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Total liabilities and shareholders' equity |
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$ |
570,470 |
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$ |
560,022 |
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See accompanying notes to the unaudited 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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Nine Months Ended |
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September 30, |
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September 30, |
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2004 |
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2003 |
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2004 |
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2003 |
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REVENUE |
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Lease revenue |
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$ |
13,970 |
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$ |
13,951 |
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$ |
43,094 |
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$ |
42,554 |
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Gain/(loss) on sale of leased equipment |
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507 |
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(14 |
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1,197 |
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1,037 |
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Other income |
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207 |
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248 |
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536 |
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248 |
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Total revenue |
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14,684 |
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14,185 |
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44,827 |
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43,839 |
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EXPENSES |
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Depreciation expense |
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5,802 |
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5,370 |
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17,127 |
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15,936 |
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Write-down of equipment |
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— |
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577 |
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645 |
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General and administrative |
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3,694 |
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3,515 |
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10,819 |
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10,448 |
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Total expenses |
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9,496 |
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8,885 |
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28,523 |
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27,029 |
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Earnings from operations |
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