SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
(Mark One) |
||
|
|
|
|
|
ý |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
For the Quarterly Period Ended March 31, 2005 |
||
|
|
|
|
|
OR |
||
|
|
|
|
|
o |
|
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)
|
Delaware |
|
68-0070656 |
|
(State or other jurisdiction of incorporation or |
|
(IRS Employer Identification No.) |
|
|
|
|
|
2320 Marinship Way, Suite 300 |
|
94965 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (415) 275-5100
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:
|
Title of Each Class |
|
Outstanding at May 10, 2005 |
|
Common Stock, $0.00 Par Value |
|
9,043,923 |
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
INDEX
|
PART I |
|
FINANCIAL INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Consolidated Financial Statements (Unaudited) |
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004 |
|
|
|
|
|
|
|
|
|
Consolidated Statements of Income for the Three months ended March 31, 2005 and 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Three months ended March 31, 2005 and 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
2
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data, unaudited)
|
|
|
March 31, |
|
December 31, |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Cash and cash equivalents including restricted cash of $38,849 and $46,324 at March 31, 2005 and December 31, 2004, respectively |
|
$ |
41,605 |
|
$ |
51,864 |
|
|
Equipment held for operating lease, less accumulated depreciation of $88,733 and $83,881 at March 31, 2005 and December 31, 2004, respectively |
|
509,799 |
|
511,443 |
|
||
|
Operating lease related receivable, net of allowances of $415 and $400 at March 31, 2005 and December 31, 2004, respectively |
|
1,697 |
|
1,630 |
|
||
|
Notes receivable |
|
4,717 |
|
436 |
|
||
|
Investments |
|
1,480 |
|
1,480 |
|
||
|
Assets under derivative instruments |
|
2,769 |
|
1,398 |
|
||
|
Property, equipment & furnishings, less accumulated depreciation of $1,329 and $1,259 at March 31, 2005 and December 31, 2004, respectively |
|
7,936 |
|
7,537 |
|
||
|
Other assets |
|
8,960 |
|
9,670 |
|
||
|
Total assets |
|
$ |
578,963 |
|
$ |
585,458 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued expenses |
|
$ |
5,516 |
|
$ |
7,280 |
|
|
Deferred income taxes |
|
28,293 |
|
27,530 |
|
||
|
Notes payable |
|
361,722 |
|
369,840 |
|
||
|
Maintenance reserves |
|
57,835 |
|
56,871 |
|
||
|
Security deposits |
|
2,154 |
|
2,088 |
|
||
|
Unearned lease revenue |
|
5,257 |
|
5,381 |
|
||
|
Total liabilities |
|
460,777 |
|
468,990 |
|
||
|
|
|
|
|
|
|
||
|
Shareholders’ equity: |
|
|
|
|
|
||
|
Preferred stock ($0.01 par value, 5,000,000 shares authorized; none outstanding) |
|
— |
|
— |
|
||
|
Common stock, ($0.01 par value, 20,000,000 shares authorized; 9,026,698 and 8,998,365 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively) |
|
90 |
|
90 |
|
||
|
Paid-in capital in excess of par |
|
62,787 |
|
62,631 |
|
||
|
Accumulated other comprehensive income/(loss), net of tax expense of $897 and $355 at March 31, 2005 and December 31, 2004, respectively |
|
1,962 |
|
966 |
|
||
|
Retained earnings |
|
53,347 |
|
52,781 |
|
||
|
Total shareholders’ equity |
|
118,186 |
|
116,468 |
|
||
|
Total liabilities and shareholders’ equity |
|
$ |
578,963 |
|
$ |
585,458 |
|
See accompanying notes to the unaudited consolidated financial statements
3
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except share data, unaudited)
|
|
|
Three Months Ended |
|
||||
|
|
|
2005 |
|
2004 |
|
||
|
REVENUE |
|
|
|
|
|
||
|
Lease revenue |
|
$ |
15,035 |
|
$ |
14,764 |
|
|
Gain on sale of leased equipment |
|
732 |
|
148 |
|
||
|
Other income |
|
101 |
|
174 |
|
||
|
Total revenue |
|
15,868 |
|
15,086 |
|
||
|
|
|
|
|
|
|
||
|
EXPENSES |
|
|
|
|
|
||
|
Depreciation expense |
|
6,040 |
|
5,722 |
|
||
|
General and administrative |
|
3,647 |
|
3,691 |
|
||
|
Total expenses |
|
9,687 |
|
9,413 |
|
||
|
|
|
|
|
|
|
||
|
Earnings from operations |
|
6,181 |
|
5,673 |
|
||
|
|
|
|
|
|
|
||
|
Interest expense |
|
5,603 |
|
4,363 |
|
||
|
Interest income |
|
(208 |
) |
(58 |
) |
||
|
Net interest and finance costs |
|
5,395 |
|
4,305 |
|
||
|
|
|
|
|
|
|
||
|
Income before income taxes |
|
786 |
|
1,368 |
|
||
|
Income tax expense |
|
(220 |
) |
(399 |
) |
||
|
Net income |
|
$ |
566 |
|
$ |
969 |
|
|
|
|||||||