Willis Lease Finance Corporation
415 408-4700
773 San Marin Drive, Suite 2215
415 408-4701 (fax)
Novato, California 94998
USA
www.willislease.com
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Cert no. SW-COC-001530
Willis Lease Finance Corporation
2 0 0 9 A n n u A l R e p o R t
P o W e r t o S P a r e — W o r L d W i d e ®
Willis Lease Finance Corporation is a provider of aviation services, specializing in leasing spare commercial
aircraft engines and other aircraft-related equipment. We provide these services to commercial airlines,
aircraft engine manufacturers, and maintenance, repair and overhaul facilities worldwide.
Fan Blades
Abradable
Liner
Inlet
Cone
Starter
Containment Case
Fan Frame
Fuel Flowmeter
HPT Module
LPT Module
LPT Frame
LPT Cooling
Manifold
Transfer
Gearbox (TGB)
Accessory Gearbox
Drive Pads (Blanking
Covers Installed)
Accessory
Gearbox (AGB)
Hydromechanical
Unit (HMU)
EEC Alternator
(Electronic
Engine Control)
Fuel Pump
engine (front cover): A Low Pressure Turbine view of a CFM56-7B
operated on the Boeing Next-Generation Single-Aisle aircraft:
737-600/-700/-800/-900. Image courtesy of CFM International.
engine (above): A CFM56-7B operated on the B737NG.
Image courtesy of CFM International.
Corporate Information
Executive Team
Board of Directors
Transfer Agent and Registrar
Charles F. Willis, IV
President and Chief
Executive Officer
Charles F. Willis, IV
President and Chief Executive Officer,
Willis Lease Finance Corporation
Jesse V. Crews
Executive Vice President
and Chief Operating Officer
Bradley S. Forsyth
Senior Vice President
and Chief Financial
Officer
W. William Coon, Jr.
Former Chairman, Avioserv; Former
Director, FlightTechnics LLC and
T Group America
Hans Jörg Hunziker, Dr.
Principal, Hunziker Lease & Finance;
Former President and Chief Executive
Officer, Flightlease, Ltd.
Gérard Laviec
Former President and Chief Executive
Officer, CFM International; Former
Chairman, Shannon Engine Support
Robert T. Morris
Principal, Robert Morris & Company;
Former President, Union Bank of
California Leasing, Inc.
Austin Willis
President, JT-Power LLC
Thomas C. Nord
Senior Vice President
and General Counsel
Corporate Executive Offices
773 San Marin Drive, Suite 2215
Novato, CA 94998
415 408-4700
415 408-4701 (fax)
www.willislease.com
Independent Registered
Public Accountants
KPMG LLP
55 2nd Street, Suite 1400
San Francisco, CA 94105
415 963-5100
Donald A. Nunemaker
Executive Vice President
and General Manager,
Leasing
Judith M. Webber
Senior Vice President,
Technical Services
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
800 937- 5449
Investor Relations Counsel
The Cereghino Group
1809 7th Avenue, Suite 1414
Seattle, WA 98101
206 388- 5785
206 388- 5759 (fax)
Form 10-K, 10-Q and Press Releases
The Form 10-K has been filed with the
Securities and Exchange Commission. Copies
of the 10-K, 10-Q and press releases may be
obtained from the investor relations area of our
web site, www.willislease.com, or by contacting
our corporate offices. Press releases are also
available at The Cereghino Group web site,
www.stockvalues.com.
Stock Exchange Listing
Willis Lease Finance Corporation is listed
on the NASDAQ Global Market under
the symbols: WLFC (common) and
WLFCP (preferred).
Annual Meeting
The Annual Meeting of shareholders will
be held on Thursday, May 20, 2010, at
2:00 p.m. at the Company’s headquarters
at 773 San Marin Drive, Suite 2215, Novato,
CA 94998. All shareholders are cordially
invited to attend.
Stock Information
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$ 14.11 $ 11.96
15.39
9.92
13.59
10.00
14.98
10.50
12.88
15.20
11.03
13.37
8.85
8.13
deSiGN Graphica, Seattle
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STRATEGIC FINANCINGS AND COMMITMENTS
STRATEGIC FINANCINGS AND COMMITMENTS
LEASE PORTFOLIO GROWTH (IN MILLIONS )
LEASE PORTFOLIO GROWTH (IN MILLIONS)
1996: Initial Public Offering
1996: Initial Public Offering
1997: Follow-on Equity Offering
1997: Follow-on Equity Offering
2000: SAIR Group Equity Investment
2000: SAIR Group Equity Investment
2005: Asset-backed Securitization for WEST 1
2005: Asset-backed Securitization for WEST 1
2006: Preferred Stock Offering
2006: Preferred Stock Offering
2007: CFMI Engine Purchase Agreement
2007: CFMI Engine Purchase Agreement
2008: Asset-backed Securitization for WEST 2
2008: Asset-backed Securitization for WEST 2
2009: Revolver Renewal
2009: Revolver Renewal
$1,000 00
$1,000
$900
$900
$800
$800
$700
$700
$600
$600
$500
$500
$400
$400
$300
$300
$200
$200
$100
$100
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Dear Fellow Shareholders,
Dear Fellow Shareholders,
Following the record fi nancial results we achieved in 2008,
Following the record fi nancial results we achieved in 2008,
we posted the second best year in our history in 2009. In
we posted the second best year in our history in 2009. In
terms of revenue, profi ts and earnings per share, 2009 was
terms of revenue, profi ts and earnings per share, 2009 was
another excellent year. For the full year, net income available
another excellent year. For the full year, net income available
to common shareholders totaled $19.2 million, or $2.14
to common shareholders totaled $19.2 million, or $2.14
per diluted common share, compared to the record results
per diluted common share, compared to the record results
posted in 2008 of $23.5 million, or $2.68 per diluted share,
posted in 2008 of $23.5 million, or $2.68 per diluted share,
which was bolstered by an $11.1 million gain on the sale of
which was bolstered by an $11.1 million gain on the sale of
ten engines.
ten engines.
Highlights for the year include:
Highlights for the year include:
• The lease portfolio increased 18 percent from a year ago
• The lease portfolio increased 18 percent from a year ago
to $976.8 million, with the addition of seven engines worth
to $976.8 million, with the addition of seven engines worth
$62.0 million at the end of the fourth quarter having little
$62.0 million at the end of the fourth quarter having little
impact on 2009 revenues.
impact on 2009 revenues.
• Operating cash fl ows increased 70 percent to $87.6 million.
• Operating cash fl ows increased 70 percent to $87.6 million.
• Average utilization was 90 percent compared to 93 percent
• Average utilization was 90 percent compared to 93 percent
a year ago.
a year ago.
• Lease rent revenues of $102.4 million were unchanged
• Lease rent revenues of $102.4 million were unchanged
from a year ago refl ecting lower portfolio utilization and
from a year ago refl ecting lower portfolio utilization and
pressure on lease rates for certain engine types.
pressure on lease rates for certain engine types.
• Maintenance reserve revenues contributed $46.0 million
• Maintenance reserve revenues contributed $46.0 million
to revenue, up from $33.7 million a year ago.
to revenue, up from $33.7 million a year ago.
• Total net fi nance costs fell 5.2 percent refl ecting lower
• Total net fi nance costs fell 5.2 percent refl ecting lower
interest costs tied to LIBOR and a second quarter gain
interest costs tied to LIBOR and a second quarter gain
on debt extinguishment of $0.9 million generated from
on debt extinguishment of $0.9 million generated from
debt repurchase.
debt repurchase.
• Purchased 21 engines worth $197.5 million and sold or
• Purchased 21 engines worth $197.5 million and sold or
consigned 12 engines, ending the year with 169 engines
consigned 12 engines, ending the year with 169 engines
in the portfolio.
in the portfolio.
• Book value per common share increased 16 percent to
• Book value per common share increased 16 percent to
$20.57 compared to $17.66 a year ago.
$20.57 compared to $17.66 a year ago.
The last two years of record results were achieved during a
The last two years of record results were achieved during a
tough time for many in the aviation industry. Airlines around
tough time for many in the aviation industry. Airlines around
the globe experienced severe revenue shortfalls, and many
the globe experienced severe revenue shortfalls, and many
were faced with extremely limited fi nancing alternatives. Many
were faced with extremely limited fi nancing alternatives. Many
responded by curtailing capacity, parking aircraft, and deferring
responded by curtailing capacity, parking aircraft, and deferring
engine maintenance shop visits to conserve cash. So why did
engine maintenance shop visits to conserve cash. So why did
we do so well in these tough times? The simple answer is that
we do so well in these tough times? The simple answer is that
we provide solutions that make fi nancial and operational sense
we provide solutions that make fi nancial and operational sense
for our customers. We have the types of engines our customers
for our customers. We have the types of engines our customers
need, and by leasing our engines, airlines can conserve cash.
need, and by leasing our engines, airlines can conserve cash.
It’s also because we have the fi nancial resources and experi-
It’s also because we have the fi nancial resources and experi-
enced staff that understand the technical and operational
enced staff that understand the technical and operational
requirements that our customers demand.
requirements that our customers demand.
WLFC 2009 Annual Report 1
WLFC 2009 Annual Report 1
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95%
95%
90%
90%
85%
85%
80%
80%
75%
75%
70%
70%
65%
65%
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LEASE RENT REVENUE
LEASE RENT REVENUE
AVERAGE UTILIZATION
AVERAGE UTILIZATION
MAINTENANCE RESERVE REVENUE
MAINTENANCE RESERVE REVENUE
(BY BOOK VALUE )
(BY BOOK VALUE)
(IN MILLIONS)
(IN MILLIONS)
Active Portfolio Management Contributes to Profi ts
Active Portfolio Management Contributes to Profi ts
Portfolio management has been another area that has contrib-
Portfolio management has been another area that has contrib-
uted to our growth and profi tability. Over the past few years,
uted to our growth and profi tability. Over the past few years,
we have adjusted the mix of engines within our portfolio to
we have adjusted the mix of engines within our portfolio to
reduce the number of older engines and to build our inventory
reduce the number of older engines and to build our inventory
of new generation, modern, fuel-effi cient engines. Specifi cally
of new generation, modern, fuel-effi cient engines. Specifi cally
our decision to purchase new CFM56-5s and 7s has served
our decision to purchase new CFM56-5s and 7s has served
us well, with lease rates for newer engines outperforming older
us well, with lease rates for newer engines outperforming older
models. With the purchase of 73 new engines over the past
models. With the purchase of 73 new engines over the past
fi ve years totaling $633 million, the average age of our engine
fi ve years totaling $633 million, the average age of our engine
portfolio has dropped to 5.7 years from 8.6 years. The new
portfolio has dropped to 5.7 years from 8.6 years. The new
engines we have acquired over the last fi ve years have been a
engines we have acquired over the last fi ve years have been a
major factor in allowing us to maintain a respectable utilization
major factor in allowing us to maintain a respectable utilization
rate during the current airline industry downturn.
rate during the current airline industry downturn.
Portfolio management has also contributed directly to profi tabil-
Portfolio management has also contributed directly to profi tabil-
ity through gain on sales of engines. Over the past fi ve years,
ity through gain on sales of engines. Over the past fi ve years,
gain on sale has generated more than $23 million in revenues,
gain on sale has generated more than $23 million in revenues,
which is about 4 percent of total revenues and 17 percent of
which is about 4 percent of total revenues and 17 percent of
pretax profi ts. While the contribution from gains is somewhat
pretax profi ts. While the contribution from gains is somewhat
variable from year to year, it is an important part of our busi-
variable from year to year, it is an important part of our busi-
ness. In 2008, market conditions were very favorable, and
ness. In 2008, market conditions were very favorable, and
gains from sales peaked at $12.8 million. In 2009, due mainly
gains from sales peaked at $12.8 million. In 2009, due mainly
to the turmoil in the fi nancial markets early in the year, market
to the turmoil in the fi nancial markets early in the year, market
conditions were not as favorable and gains from engine sales
conditions were not as favorable and gains from engine sales
generated just $1 million in revenue. More importantly, engine
generated just $1 million in revenue. More importantly, engine
sales in 2009 were part of our strategy to exit some older
sales in 2009 were part of our strategy to exit some older
engine types and reinvest further in new fuel-effi cient engines.
engine types and reinvest further in new fuel-effi cient engines.
As market conditions permit, we will continue to sell engines
As market conditions permit, we will continue to sell engines
from our portfolio on an opportunistic basis.
from our portfolio on an opportunistic basis.
Willis Lease Pooling Programs — a Competitive Advantage
Willis Lease Pooling Programs — a Competitive Advantage
Another competitive advantage we have in the industry is our
Another competitive advantage we have in the industry is our
engine pooling programs. Willis Lease has been successful in
engine pooling programs. Willis Lease has been successful in
partnering with our customers to help solve their problems, and
partnering with our customers to help solve their problems, and
pooling is a natural extension of this philosophy. I fi rmly believe
pooling is a natural extension of this philosophy. I fi rmly believe
that pooling is the future of engine leasing in that it relieves the
that pooling is the future of engine leasing in that it relieves the
airlines of the need to hold expensive assets waiting for an un-
airlines of the need to hold expensive assets waiting for an un-
known usage moment. The engine pooling program is a sharing
known usage moment. The engine pooling program is a sharing
agreement that allows airline members to obtain the use of avail-
agreement that allows airline members to obtain the use of avail-
able spare engines from other members, including Willis Lease.
able spare engines from other members, including Willis Lease.
In addition to facilitating the negotiations for the engine-sharing
In addition to facilitating the negotiations for the engine-sharing
agreement, the web-based reservation system allows the mem-
agreement, the web-based reservation system allows the mem-
bers to access detailed information related to engine availability
bers to access detailed information related to engine availability
and condition.
and condition.
Our engine pooling programs are performing very well and
Our engine pooling programs are performing very well and
provide sensible alternatives for airlines. By accessing engines
provide sensible alternatives for airlines. By accessing engines
in the pool, airlines have saved hundreds of millions of dollars
in the pool, airlines have saved hundreds of millions of dollars
of capital and overhaul expense.
of capital and overhaul expense.
The North American pool is the largest and most successful
The North American pool is the largest and most successful
of our pooling programs with six airlines participating. This
of our pooling programs with six airlines participating. This
pool provides spare CFM56-7B engines used to power the
pool provides spare CFM56-7B engines used to power the
Boeing 737 Next-Generation aircraft and supports more
Boeing 737 Next-Generation aircraft and supports more
than 600 aircraft across the continent. At its height in 2009,
than 600 aircraft across the continent. At its height in 2009,
there were 25 Willis Lease engines on lease to pool members
there were 25 Willis Lease engines on lease to pool members
throughout North America.
throughout North America.
The Chinese pool currently is comprised of approximately
The Chinese pool currently is comprised of approximately
90 percent of the eligible carriers in China and our infl uence
90 percent of the eligible carriers in China and our infl uence
there is growing. At our last pooling meeting in Qingdao, we had
there is growing. At our last pooling meeting in Qingdao, we had
30 attendees from 10 participating airlines. We believe these
30 attendees from 10 participating airlines. We believe these
numbers and opportunities will grow as China becomes a larger
numbers and opportunities will grow as China becomes a larger
2 WLFC 2009 Annual Report
2 WLFC 2009 Annual Report
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$15
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$5
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BOOK VALUE PER COMMON SHARE
NET INCOME
NET INCOME ATTRIBUTABLE
TO COMMON SHAREHOLDERS
(IN MILLIONS)
and more mature market. In addition, we are considering pooling
programs in the Middle East and Europe, as well as expanding
to new engine types in existing geographic markets. I was quite
impressed by the interest shown in our pooling programs on a
recent trip to the Gulf Cooperation Council, the economic union
for the six Persian Gulf states including Saudi Arabia, United
Arab Emirates, Kuwait, Bahrain, Qatar and Oman.
Access to Capital is Fundamental for Everyone in the Industry
Access to capital is a fundamental driver of our business model,
and our strong relationships with the international fi nance com-
munity continue to be one of the keys to our success. We have
indeed been fortunate to have executed our securitizations in
2005 and 2008, providing us with long-term fi nancing. The
availability of capital during a crucial period in capital markets
history in 2008–2009 certainly has placed Willis Lease in an
enviable position and facilitated the purchase of more than
$600 million in new engines in the past fi ve years.
The capital markets right now appear to be improving, so we will
once again review our capital structure to determine the best
mix of fi nancial products to see us through the next three to fi ve
years. I would be remiss not to mention the great job our banks
did in refi nancing our expiring revolving credit facility for another
three years with terms and conditions that allow the company
fl exibility to serve our worldwide client base. It is heartening
to know that while many banks have stopped lending, we not
only had continued support from our existing banks, but also
welcomed many new ones to the facility.
The Future is Now
The market never stands still, and there are always opportunities
as well as challenges. Willis Lease has a solid reputation and will
aggressively pursue opportunities as they arise.
The fact that our business is approximately 80 percent outside
of the United States has provided me with an opportunity to be
temporarily based in Great Britain, allowing me to focus on
business opportunities in Europe and the Middle East. I have
been able to visit many of our manufacturers and customers,
and being eight hours ahead of our corporate headquarters has
its advantages. The experience has not only been enlightening,
but also productive.
We are looking forward to partnering with both strategic and
fi nancial companies to expand and enhance our product offer-
ings. In addition, we are constantly looking at ways to be more
proactive both in areas of product lines and employee advance-
ment. As the company grows, we are fi nding newer job require-
ments which are being served both by advancing current emp-
loyees and fi nding well-qualifi ed new ones. We think the above
endeavors will place us in good stead for the next fi ve years.
There has been a whirlwind of activity in the past few years.
The aviation and fi nance industries continue to face challenges
and opportunities. However, I believe industry conditions are
beginning to return to a more “normal” state. I am confi dent
that Willis Lease will continue to be a leading performer in the
engine leasing business, thanks to the efforts of our employees,
the loyalty of our customers and the solid support of our bankers
and shareholders.
Sincerely,
Charles F. Willis, IV
President and Chief Executive Offi cer
March 31, 2010
WLFC 2009 Annual Report 3
Selected Financial Data
Selected Financial Data
The following table summarizes selected consolidated fi nancial data and operating information of the
The following table summarizes selected consolidated fi nancial data and operating information of the
Company. The selected consolidated fi nancial and operating data should be read in conjunction with
Company. The selected consolidated fi nancial and operating data should be read in conjunction with
the Consolidated Financial Statements and Notes thereto and “Management’s Discussion and Analysis
the Consolidated Financial Statements and Notes thereto and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in Form 10-K included with this report.
of Financial Condition and Results of Operations” in Form 10-K included with this report.
(In thousands, except earnings per share)
(In thousands, except earnings per share)
Years ended December 31,
Years ended December 31,
2009
2009
2008
2008
AS ADJUSTED
2007
2007
AS ADJUSTED
AS ADJUSTED
2006
2006
2005
2005
REVENUE
REVENUE
Lease rent revenue
Lease rent revenue
Maintenance reserve revenue
Maintenance reserve revenue
Gain (Loss) on sale of leased equipment
Gain (Loss) on sale of leased equipment
Other income
Other income
TotTotal al revrevenuenuee
Total revenue
EXPENSE
EXPENSE
Depreciation expense
Depreciation expense
Write-down of equipment
Write-down of equipment
General and administrative
General and administrative
Technical expense
Technical expense
Total net fi nance costs
Total net fi nance costs
TotTotal al expexpensenseses
Total expenses
$ 102,390
$ 102,390
$ 102,421
$ 102,421
$ 86,084
$ 86,084
$ 69,230
$ 69,230
$ 63,119
$ 63,119
46,049
46,049
1,043
1,043
958
958
33,716
33,716
12,846
12,846
3,823
3,823
28,169
28,169
32,744
32,744
15,983
15,983
7,389
7,389
768
768
3,781
3,781
300
300
(1,844)
(1,844)
366
366
$ 150,440
$ 150,440
6
$ 152,806
$ $ 152152,80,806
$ 12122,42,410 10
$ 122,410
$
$ 1$ 106,06,055055
$ 106,055
$ $
$
77,77,624624
77,624
$
$
44,091
44,091
$ 37,438
$ 37,438
$
$
31,136
31,136
$ 26,255
$ 26,255
$ 25,786
$ 25,786
6,133
6,133
26,765
26,765
7,149
7,149
34,857
34,857
6,655
6,655
4,335
4,335
27,085
27,085
20,551
20,551
3,673
3,673
2,543
2,543
3,389
3,389
19,995
19,995
1,544
1,544
6,781
6,781
16,618
16,618
986
986
36,753
36,753
36,812
36,812
28,375
28,375
22,759
22,759
$ 118,995
$ 118,995
4
$ 111,604
$ $ 111111,60,604
7
$ 95,377
$ 9595,37,377
$
8
$ 79,558
$ 7979,55,558
$
$ 7272,93,9300
$ 72,930
$
Net income
Net income
Net income attributable to common shareholders
Net income attributable to common shareholders
Diluted earnings per common share
Diluted earnings per common share
Diluted average common shares outstanding
Diluted average common shares outstanding
Common shares outstanding at period end
Common shares outstanding at period end
$
$
$
$
$
$
22,367
22,367
19,239
19,239
2.14
2.14
8,983
8,983
9,182
9,182
$ 26,601
$ 26,601
$ 23,473
$ 23,473
$
$
2.68
2.68
8,760
8,760
9,078
9,078
$
$
17,664
17,664
$ 17,886
$ 17,886
$ 14,536
$ 14,536
$ 14,941
$ 14,941
$
$
1.66
1.66
$
$
1.56
1.56
$
$
$
$
$
$
8,742
8,742
8,433
8,433
9,606
9,606
8,010
8,010
3,641
3,641
3,641
3,641
0.38
0.38
9,515
9,515
9,152
9,152
BALANCE SHEET DATA
BALANCE SHEET DATA
Equipment held for operating lease
Equipment held for operating lease
$ 976,822
$ 976,822
$ 829,739
$ 829,739
$ 744,827
$ 744,827
$ 604,101
$ 604,101
$ 533,252
$ 533,252
Total assets
Total assets
Shareholders’ equity
Shareholders’ equity
$ 1,097,702
$ 1,097,702
$ 982,712
$ 982,712
$ 868,590
$ 868,590
$ 730,019
$ 730,019
$ 646,452
$ 646,452
$ 220,793
$ 220,793
$ 192,207
$ 192,207
$ 174,652
$ 174,652
$ 164,002
$ 164,002
$ 127,761
$ 127,761
Book value per common share
Book value per common share
$
$
20.57
20.57
$
$
17.66
17.66
$
$
16.93
16.93
$
$
16.49
16.49
$
$
13.96
13.96
5 WLFC 2008 Annual Report
455 WLFCWLFC
5
4 WLFC 2009 Annual Report
2008 Annual Reporp t
2008 Annual Report
p t
Willis Lease Finance Corporation
Willis Lease Finance Corporation
2 0 0 9 F O R M 1 0 - K
2 0 0 9 F O R M 1 0 - K
Engine: Side view of a V2500-A5 engine operated
Engine: Side view of a V2500-A5 engine operated
on the Airbus A319/320/321 aircraft. Image
on the Airbus A319/320/321 aircraft. Image
courtesy of IAE International Aero Engines AG.
courtesy of IAE International Aero Engines AG.
FORWARD-LOOKING STATEMENTS Except for historical information, the matters discussed in this Annual Report contain forward-looking statements that involve risks and uncertainties. Do not unduly
FORWARD-LOOKING STATEMENTS Except for historical information, the matters discussed in this Annual Report contain forward-looking statements that involve risks and uncertainties. Do not unduly
rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no
rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no
obligation to update them. 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:
obligation to update them. 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 state of the global economy, the availability of capital to us and our customers; the effects on the airline industry of events such as terrorist activity, changes in oil prices and other disruptions to
the state of the global economy, the availability of capital to us and our customers; the effects on the airline industry of events such as terrorist activity, changes in oil prices and other disruptions to
world markets; trends in the airline industry, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully
world markets; trends in the airline industry, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully
negotiate leases, equipment purchases, and sales to collect amounts due to us and control costs; changes in interest rates; our ability to continue to meet changing customer demands; regulatory
negotiate leases, equipment purchases, and sales to collect amounts due to us and control costs; changes in interest rates; our ability to continue to meet changing customer demands; regulatory
changes affecting airline operations, aircraft maintenance, accounting and taxes; the market value of engines and costs of scheduled maintenance events; and other risks detailed in our Annual
changes affecting airline operations, aircraft maintenance, accounting and taxes; the market value of engines and costs of scheduled maintenance events; and other risks detailed in our Annual
Report on Form 10-K and other continuing reports we fi le with the Securities and Exchange Commission.
Report on Form 10-K and other continuing reports we fi le with the Securities and Exchange Commission.
WLFC 2009 Annual Report 10-K
WLFC 2009 Annual Report 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:95)(cid:95)(cid:95)(cid:95) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009
(cid:134)(cid:134)(cid:134)(cid:134) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-15369
WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
68-0070656
(IRS Employer Identification No.)
773 San Marin Drive, Suite 2215, Novato, CA
(Address of principal executive offices)
94998
(Zip Code)
Registrant’s telephone number, including area code (415) 408-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock
Series A Preferred Stock
Series I Preferred Stock
Name of each exchange on which registered
NASDAQ
NASDAQ
NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes (cid:134) No (cid:95)
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:95)
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 (cid:95) No (cid:134)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:134) No (cid:134)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. (cid:95)
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer (cid:134)
Non-accelerated filer (cid:134)
(Do not check if a smaller reporting company)
Accelerated filer (cid:95)
Smaller reporting company (cid:134)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:95)
The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most
recently completed second fiscal quarter (June 30, 2009) was approximately $77.7 million (based on a closing sale price of $13.12 per share as
reported on the NASDAQ National Market).
The number of shares of the registrant’s Common Stock outstanding as of March 10, 2010 was 9,176,755.
The Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated by reference into Part III of this 10-K.
WILLIS LEASE FINANCE CORPORATION
2009 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Market for Registrant’s Common Equity and Related Stockholder Matters
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors and Executive Officers of the Registrant
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions
Principal Accountant Fees and Services
Item 15.
Exhibits and Financial Statement Schedules
PART IV
3
10
21
21
21
22
23
23
33
33
33
33
34
34
34
34
34
35
35
2
ITEM 1. BUSINESS
INTRODUCTION
PART I
Willis Lease Finance Corporation with its subsidiaries is a leading lessor of commercial aircraft engines. Our principal
business objective is to build value for its shareholders by acquiring commercial aircraft engines and managing those engines in
order to provide a return on investment, primarily through lease rent and maintenance reserve revenues, as well as through
management fees earned for managing aircraft engines owned by other parties. As of December 31, 2009, we had a total lease
portfolio consisting of 169 engines and related equipment, four aircraft and three spare parts packages with 58 lessees in 33
countries and an aggregate net book value of $976.8 million. As of December 31, 2009, we managed a total lease portfolio of 11
engines and related equipment for other parties. We also seek, from time to time, to act as leasing agent of engines for other
parties and we also own a relatively small portfolio of aircraft that we lease.
Our strategy is to lease aircraft engines and aircraft and provide related services to a diversified group of commercial
aircraft operators and maintenance, repair and overhaul organizations (“MROs”) worldwide. Commercial aircraft operators need
engines in addition to those installed in the aircraft that they operate. These spare engines are required for various reasons
including requirements that engines be inspected and repaired at regular intervals based on equipment utilization. Furthermore,
unscheduled events such as mechanical failure, FAA airworthiness directives or manufacturer-recommended actions for
maintenance, repair and overhaul of engines result in the need for spare engines. Commercial aircraft operators and others in the
industry generally estimate that the total number of spare engines needed is between 10 and 15% of the total number of installed
engines. Today it is estimated that there are nearly 47,000 engines installed on commercial aircraft. Accordingly, we estimate that
there are between 4,700 and 7,100 spare engines in the market, including both owned and leased spare engines.
Our engine portfolio consists of noise-compliant Stage III commercial jet engines manufactured by CFMI, General
Electric, Pratt & Whitney, Rolls Royce and International Aero Engines. These engines generally may be used on one or more
aircraft types and are the most widely used engines in the world, powering Airbus, Boeing, McDonnell Douglas, Bombardier and
Embraer aircraft.
The Company acquires engines for its leasing portfolio in a number of ways. It enters into sale and lease back
transactions with operators of aircraft and providers of engine maintenance cost per hour services. We also purchase both new
and used engines, on a speculative basis (i.e. without a lease attached from manufacturers or other parties which own such
engines).
We hold a fifty percent membership interest in a joint venture, WOLF A340, LLC, a Delaware limited liability company,
(“WOLF”). On December 30, 2005, WOLF completed the purchase of two Airbus A340-313 aircraft from Boeing Aircraft
Holding Company for a purchase price of $96.0 million. These aircraft are currently leased to Emirates with remaining lease
terms of 42 and 44 months. Our investment in the joint venture is $9.2 million.
We are a Delaware corporation, incorporated in 1996. Our executive offices are located at 773 San Marin Drive,
Suite 2215, Novato, California 94998. We transact business directly and through our subsidiaries unless otherwise indicated.
We maintain a website at www.willislease.com where our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as
reasonably practicable following the time they are filed with or furnished to the SEC. You may read and copy any materials we
file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300. The SEC also maintains an electronic
Internet site that contains our reports, proxy and information statements, and other information at http://www.sec.gov.
We do not break our business into multiple segments. Instead, we consider our continuing operations to operate in one
reportable segment.
THE WEST SECURITIZATION
Willis Engine Securitization Trust, or “WEST,” is a special-purpose, bankruptcy-remote, Delaware statutory trust that is
wholly-owned by us and consolidated in our financial statements. We established WEST in 2005 to acquire and finance engines
owned by another of our wholly-owned subsidiaries, WEST Engine Funding LLC (formerly Willis Engine Funding LLC). In
August 2005 and again in March 2008, WEST issued and sold notes to finance its acquisition of engines. WEST’s obligations
3
under these notes are serviced by revenues from the lease and disposition of its engines, and are secured by all its assets, including
all its interests in its engines, its subsidiaries, restricted cash accounts, engine maintenance reserve accounts, all proceeds from the
sale or disposition of engines, and all insurance proceeds. We have not guaranteed any obligations of WEST and none of our
assets secure such obligations.
We are the servicer and administrative agent for WEST. Our annual fees for these services are 11.5% as servicer and
2.0% as administrative agent of the aggregate net rents actually received by WEST on its engines, and such fees are payable to us
monthly. We are also paid a fee of 3.0% of the net proceeds from the sale of any engines. As WEST is consolidated in our
financial statements these fees eliminate on consolidation. Proceeds from engine sales will be used, at WEST’s election, to reduce
WEST’s debt or to acquire other engines.
WEST gives us the flexibility to manage the portfolio to adapt to changes in aircraft fleets and customer demand over
time, benefiting both us and the investors. The Asset-Backed Securitization provides a significant improvement to our capital
structure by better matching debt maturity to asset life. It includes a warehouse facility to provide additional borrowing capacity,
which offers new capital to fund growth and, more importantly, provides a structure for regular placement of additional term
notes in the future as the warehouse matures.
INDUSTRY BACKGROUND - THE DEMAND FOR LEASED AIRCRAFT ENGINES
Historically, commercial aircraft operators owned rather than leased their engines. As engines become more powerful
and technically sophisticated, they also become more expensive to acquire and maintain. In part due to cash constraints on
commercial aircraft operators and the costs associated with engine ownership, commercial aircraft operators have become more
cost-conscious and now utilize operating leases for a portion of their engines and are therefore better able to manage their
finances in this capital-intensive business. Engine leasing is a specialized business that has evolved into a discrete sector of the
commercial aviation market. Participants in this sector need access to capital, as well as specialized technical knowledge, in order
to compete successfully.
Growth in the spare engine leasing industry is dependent on two fundamental drivers:
•
•
the number of commercial aircraft, and therefore engines, in the market; and
the proportion of engines that are leased, rather than owned, by commercial aircraft operators.
We believe both drivers will increase over time.
Increased number of aircraft, and therefore engines, in the market
We believe that the number of commercial and cargo aircraft, and hence spare engines, will increase. Boeing estimates
that there are roughly 19,000 aircraft as of 2008 and projects this will grow to approximately 36,000 aircraft by 2028. Aircraft
equipment manufacturers have predicted such an increase in aircraft to address the rapid growth of both passenger and cargo
traffic in the Asian markets, as well as demand for new aircraft in more mature markets.
Increased lease penetration rate
Spare engines provide support for installed engines in the event of routine or other engine maintenance or unscheduled
removal. The number of spare engines needed to service any fleet is determined by many factors. These factors include:
•
•
•
•
•
the number and type of aircraft in an aircraft operator’s fleet;
the geographic scope of such aircraft operator’s destinations;
the time an engine is on-wing between removals;
average shop visit time; and
the number of spare engines an aircraft operator requires in order to ensure coverage for predicted and unscheduled
removals.
4
We believe that commercial aircraft operators are increasingly considering their spare engines as significant capital
assets, where operating leases may be more attractive than capital leases or ownership of spare engines. Some believe that
currently as many as 25% to 30% of the spare engine market falls under the category of leased engines. Industry analysts have
forecast that the percentage of leased engines is likely to increase over the next 15 years as engine leasing follows the growth of
aircraft leasing. We believe this is due to the increasing cost of newer engines, the anticipated modernization of the worldwide
aircraft fleet and the significant cost associated therewith, and the emergence of new niche-focused airlines which generally use
leasing in order to obtain their capital assets.
ENGINE LEASING
As of December 31, 2009, all of our leases to air carriers, manufacturers and MROs are operating leases as opposed to
finance leases. Although we have no current plans to enter into finance leases, we may decide to enter into finance leases in the
future. Under operating leases, we retain the potential benefit and assume the risk of the residual value of the aircraft equipment,
in contrast to capital or financing leases where the lessee has more of the potential benefits and risks of ownership. Operating
leases allow commercial aircraft operators greater fleet and financial flexibility due to the relatively small initial capital outlay
necessary to obtain use of the aircraft equipment, and the availability of short and long term leases to better meet their needs.
Operating lease rates are generally higher than finance lease rates, in part because of the risks associated with the residual value.
We describe all of our current leases as “triple-net” operating leases. A triple-net operating lease requires the lessee to
make the full lease payment and pay any other expenses associated with the use of the engines, such as maintenance, casualty and
liability insurance, sales or use taxes and personal property taxes. The leases contain detailed provisions specifying the lessees’
responsibility for engine damage, maintenance standards and the required condition of the engine upon return at the end of the
lease. During the term of the lease, we generally require the lessee to maintain the engine in accordance with an approved
maintenance program designed to meet applicable regulatory requirements in the jurisdictions in which the lessee operates.
We lease our assets under both short and long term leases. Short term leases are generally for periods of less than one
year. Under many of our leases the lessee pays use fees designed to cover expected future maintenance costs (often called
maintenance reserves) which are reimbursable for certain maintenance expenditures. Under long term leases, at the end of the
lease the accumulated use fees are retained by us to fund future maintenance not performed by the lessee as indicated by the
remaining use fees. Under short-term leases and certain medium-term leases, we may undertake a portion of the maintenance and
regulatory compliance risk. For these leases, the lessee has no claim to the maintenance reserves paid to us throughout the term of
the lease. Use fees received are recognized in revenue as maintenance reserve revenue if they are not reimbursable to the lessee
which is typically the case with short term leases. Use fees that are reimbursable under longer term leases are recorded as a
maintenance reserve liability until they are reimbursed to the lessee or the lease terminates, at which time they are recognized in
revenue as maintenance reserve revenue.
We try to mitigate risk where possible. For example, we make an analysis of the credit risk associated with the lessee
before entering into any significant lease transaction. Our credit analysis generally consists of evaluating the prospective lessee’s
financial standing by utilizing financial statements and trade and/or banking references. In certain circumstances, we may require
our lessees to provide additional credit support such as a letter of credit or a guaranty from a bank or a third party or a security
deposit. We also evaluate insurance and expropriation risk and evaluate and monitor the political and legal climate of the country
in which a particular lessee is located in order to determine our ability to repossess our engines should the need arise. Despite
these guidelines, we cannot give assurance that we will not experience collection problems or significant losses in the future. See
“Risk Factors” below.
At the commencement of a lease, we may collect, in advance, a security deposit normally equal to at least one month’s
lease payment. Under the terms of some of our leases, during the term of the lease, the lessees pay amounts to us based on usage
of the engine, which are referred to as maintenance reserves or use fees, which are designed to cover the expected future
maintenance costs. The security deposit is returned to the lessee after all lease return conditions have been met. For those leases in
which the maintenance reserves are reimbursable to the lessee, maintenance reserves are collected and are reimbursed to the
lessee when qualifying maintenance is performed. Under longer-term leases, to the extent that cumulative use fee billings are
inadequate to fund expenditures required prior to return of the engine to us, the lessee is obligated to cover the shortfall. Recovery
is therefore dependent upon the financial condition of the lessee.
During the lease period, our leases require that maintenance and inspection of the leased engines be performed at
qualified maintenance facilities certified by the FAA or its foreign equivalent. In addition, when an engine comes off-lease, it
undergoes inspection to verify compliance with lease return conditions. Our management believes that our attention to our
lessees, and our emphasis on maintenance and inspection helps preserve residual values and generally helps us to recover our
investment in our leased engines.
5
Upon termination of a lease, we will lease, sell or part out the related engines. The demand for aftermarket engines for
either sale or lease may be affected by a number of variables, including:
•
•
•
•
•
•
general market conditions;
regulatory changes (particularly those imposing environmental, maintenance and other requirements on the
operation of engines);
changes in demand for air travel;
fuel costs;
changes in the supply and cost of aircraft equipment; and
technological developments.
The value of particular used engines varies greatly depending upon their condition, the maintenance services performed
during the lease term and, as applicable, the number of hours or cycles remaining until the next major maintenance is required. If
we are unable to lease or sell engines on favorable terms, our financial results and our ability to service debt may be adversely
affected. See “Risk Factors” below.
The value of a particular model of engine is heavily dependent on the status of the types of aircraft on which it is
installed. We believe values of engines tend to be stable so long as the host aircraft for the engines as well as the engines
themselves are still being manufactured. Prices will also tend to remain stable and even rise after a host aircraft is no longer
manufactured so long as there is sufficient demand for the host aircraft. However, the value of an engine begins to decline rapidly
once the host aircraft begins to be retired from service and/or parted out in significant numbers. Values of engines also may
decline because of manufacturing defects that may surface subsequently.
As of December 31, 2009, we had a total lease portfolio of 169 aircraft engines and related equipment, three spare parts
packages, four aircraft and various parts and other engine-related equipment with a cost of $1,137.5 million in our lease portfolio.
As of December 31, 2008, we had a total lease portfolio of 160 aircraft engines and related equipment, three spare parts packages,
four aircraft and various parts and other engine-related equipment with a cost of $968.4 million in our lease portfolio.
As of December 31, 2009, minimum future rentals under non-cancelable operating leases of these engines, parts and
aircraft assets were as follows:
Year
2010
2011
2012
2013
2014
Thereafter
(in thousands)
$
$
66,512
45,819
33,021
23,973
18,232
32,408
219,965
As of December 31, 2009, we had 58 lessees of commercial aircraft engines, aircraft, and other aircraft-related
equipment in 33 countries. Although our exposure to two large customers has increased during 2009, we continue to believe the
loss of any one customer will not have a significant long-term adverse effect on our business. We operate in a global market in
which our engines are easily transferable among lessees located in many countries, which stabilizes demand and allows us to
recover from the loss of a particular customer. As a result, we do not believe we are dependent on a single customer or a few
customers the loss of which would have a material adverse effect on our revenues.
AIRCRAFT LEASING
As of December 31, 2009, we owned four DeHaviland DHC-8-100 turboprop aircraft, all of which we lease to Hawaii
Island Air (“Island Air”). These aircraft have a net book value of $3.9 million.
6
Gavarnie Holding, LLC, a Delaware limited liability company (“Gavarnie”) owned by Charles F. Willis, IV, purchased
the stock of Island Air from Aloha AirGroup, Inc. (“Aloha”) on May 11, 2004. Charles F. Willis, IV is our President, CEO and
Chairman of our Board of Directors and owns approximately 31% of our common stock as of December 31, 2009. In 2006, in
response to a fare war commenced by a competitor, Island Air requested a reduction in lease rent payments. The Board of
Directors subsequently approved 14 months of lease rent deferrals totaling $784,000. All deferrals were accounted for as a
reduction in lease revenue in the applicable period. Because of the question regarding collectability of amounts due under these
leases, lease rent revenue for these leases have been recorded on a cash basis until such time as collectability becomes reasonably
assured. After taking into account the deferred amounts, Island Air owes us $1.5 million in overdue rent related to February -
December 2009. We hold letters of credit for $368,000 which may be used to partially offset our claims against Island Air.
Due to their dependence on tourism Hawaiian carriers have suffered from the current economic environment more than
other airlines. As a result, Island Air is experiencing cash flow difficulties, which is affecting their payments to us. We are in
continuing discussions with Island Air to restructure the leases in a way that will enable them to pay their obligations on a current
basis and pay the deferred amounts over time. Due to concern regarding Island Air’s ability to meet lease return conditions and
after reviewing the maintenance status and condition of the leased assets, the Company recorded a reduction in the carrying value
of these assets of $0.8 million in the second quarter of 2008. Since that time, Island Air has addressed the maintenance condition
of the leased assets. Including the 2008 write down, the aircraft and engines on lease to Island Air have a net book value of $4.1
million at December 31, 2009. Island Air is returning one airframe to us which will reduce our asset exposure.
Our aircraft leases are “triple-net” leases and the lessee is responsible for making the full lease payment and paying any
other expenses associated with the use of the aircraft, such as maintenance, casualty and liability insurance, sales or use taxes and
personal property taxes. In addition, the lessee is responsible for normal maintenance and repairs, engine and airframe overhauls,
and compliance with return conditions of flight equipment on lease. Under the provisions of many leases, for certain engine and
airframe overhauls, we reimburse the lessee for costs incurred up to but not exceeding maintenance reserves the lessee has paid to
us. Maintenance reserves are designed to cover the expected maintenance costs. The lessee is also responsible for compliance
with all applicable laws and regulations with respect to the aircraft. We require our lessees to comply with FAA requirements. We
periodically inspect our leased aircraft. Generally, we require a deposit as security for the lessee’s performance of obligations
under the lease and the condition of the aircraft upon return. In addition, the leases contain extensive provisions regarding our
remedies and rights in the event of a default by the lessee and specific provisions regarding the condition of the aircraft upon
return. The lessee is required to continue to make lease payments under all circumstances, including periods during which the
aircraft is not in operation due to maintenance or grounding.
We hold a fifty percent membership interest in a joint venture, WOLF A340, LLC, a Delaware limited liability company,
(“WOLF”). On December 30, 2005, WOLF completed the purchase of two Airbus A340-313 aircraft from Boeing Aircraft
Holding Company for a purchase price of $96.0 million. These aircraft are currently on lease to Emirates until 2013. Our
investment in the joint venture at December 31, 2009 is $9.2 million.
OUR COMPETITIVE ADVANTAGES
We are uniquely positioned in the market and remain competitive, in part, due to the following advantages:
• We have an entrepreneurial culture and our size and independent ownership structure gives us a unique ability to
move faster than our competition. We were founded in 1985 as a startup venture by our Chief Executive Officer,
Charles F. Willis, IV, and we continue to foster an entrepreneurial attitude among our executives and employees.
Unlike most other aircraft engine leasing companies, we are not tied to a particular manufacturer and are not part of
a larger corporate entity. As a result, we can react more nimbly to customer demands and changes in the industry.
• Our independent ownership allows us to meet our customer needs without regard to any potentially conflicting
affiliate demands to use their engines or services. Many of the aircraft engine leasing companies with which we
compete are owned in whole or part by aircraft engine manufacturers. As a result, these leasing companies are
inherently motivated to sell to customers the aircraft equipment that is manufactured by their owners, regardless of
whether that equipment best meets the needs of their customers. As an independent public company we have the
ability to work with customers to correctly identify their needs and provide them with the engines, equipment and
services that are best suited to those needs.
• We have significant technical expertise and experience. Our management as well as our marketing and sales teams
all have extensive experience in leasing aircraft engines and equipment. Our technical group makes up
approximately half of our total company staff levels. As a result, we possess a deep knowledge of the technical
details of commercial aircraft engines and maintenance issues associated with these engines that enables us to
7
provide our customers with comprehensive and up to date information on the various engine types available for
lease.
• We have extensive industry contacts/relationships—worldwide. We have developed long-standing relationships
with aircraft operators, equipment manufacturers and aircraft maintenance organizations around the world. Our
extensive network of relationships enables us to quickly identify new leasing opportunities, procure engines and
equipment and facilitate the repair of equipment owned by us and equipment leased by our customers.
• We have a trusted reputation for quality engines and engine records. We have been an independent lessor of
aircraft engines and engine equipment since 1985. Since that time we have focused on providing customers with
high quality engines and engine records. As a result of our commitment to these high standards, a significant
portion of our customer base consists of customers who have leased engines from us previously.
• We have a diverse portfolio by customer, geography and engine type. As of December 31, 2009, we had a total
lease portfolio consisting of 169 engines and related equipment, four aircraft and three spare parts packages with 58
lessees in 33 countries and an aggregate net book value of $976.8 million.
• We have a diverse product offering (by engine type and types of leases). We lease a variety of noise-compliant,
Stage III commercial jet engines manufactured by CFMI, General Electric, Pratt & Whitney, Rolls Royce and
International Aero Engines. These engines generally may be used on one or more aircraft types and are the most
widely used engines in the world, powering Airbus, Boeing, McDonnell Douglas, Bombardier and Embraer aircraft.
We offer short and long-term leases, sale/leaseback transactions and engine pooling arrangements where members
of the pool have quick access to available spare engines from us or other pool members, which are typically
structured as short-term leases.
COMPETITION
The markets for our products and services are very competitive, and we face competition from a number of sources.
These competitors include aircraft engine and aircraft parts manufacturers, aircraft and aircraft engine lessors, airline and aircraft
service and repair companies and aircraft spare parts distributors. Many of our competitors have substantially greater resources
than us. Those resources may include greater name recognition, larger product lines, complementary lines of business, greater
financial, marketing, information systems and other resources. In addition, equipment manufacturers, aircraft maintenance
providers, FAA certified repair facilities and other aviation aftermarket suppliers may vertically integrate into the markets that we
serve, thereby significantly increasing industry competition. We can give no assurance that competitive pressures will not
materially and adversely affect our business, financial condition or results of operations.
We compete primarily with aircraft engine manufacturers as well as with other aircraft engine lessors. It is common for
commercial aircraft operators and MRO’s to utilize several leasing companies to meet their aircraft engine needs and to minimize
reliance on a single leasing company.
Our competitors compete with us in many ways, including pricing, technical expertise, lease flexibility, engine
availability, supply reliability, customer service and the quality and condition of engines. Some of our competitors have greater
financial resources than we do, or are affiliates of larger companies. We emphasize the quality of our portfolio of aircraft engines,
supply reliability and high level of customer service to our aircraft equipment lessees. We focus on ensuring adequate aircraft
engine availability in high-demand locations, dedicate large portions of our organization to building relationships with lessees,
maintain close day-to-day coordination with lessees and have developed an engine pooling arrangement that allows pool members
quick access to available spare aircraft engines.
INSURANCE
In addition to requiring full indemnification under the terms of our leases, we require our lessees to carry the types of
insurance customary in the air transportation industry, including comprehensive third party liability insurance and physical
damage and casualty insurance. We require that we be named as an additional insured on liability insurance with ourselves and
our lenders normally identified as the loss payee for damage to the equipment on policies carried by lessees. We monitor
compliance with the insurance provisions of the leases. We also carry contingent physical damage and third party liability
insurance as well as product liability insurance.
8
GOVERNMENT REGULATION
Our customers are subject to a high degree of regulation in the jurisdictions in which they operate. For example, the FAA
regulates the manufacture, repair and operation of all aircraft operated in the United States and equivalent regulatory agencies in
other countries, such as the European Aviation Safety Agency (“EASA”) in Europe, regulate aircraft operated in those countries.
Such regulations also indirectly affect our business operations. All aircraft operated in the United States must be maintained under
a continuous condition-monitoring program and must periodically undergo thorough inspection and maintenance. The inspection,
maintenance and repair procedures for commercial aircraft are prescribed by regulatory authorities and can be performed only by
certified repair facilities utilizing certified technicians. The FAA can suspend or revoke the authority of air carriers or their
licensed personnel for failure to comply with regulations and ground aircraft if their airworthiness is in question.
While our leasing and reselling business is not regulated, the aircraft, engines and engine parts that we lease and sell to
our customers must be accompanied by documentation that enables the customer to comply with applicable regulatory
requirements. Furthermore, before parts may be installed in an aircraft, they must meet certain standards of condition established
by the FAA and/or the equivalent regulatory agencies in other countries. Specific regulations vary from country to country,
although regulatory requirements in other countries are generally satisfied by compliance with FAA requirements. With respect to
a particular engine or engine component, we utilize FAA and/or EASA certified repair stations to repair and certify engines and
components to ensure marketability.
Effective January 1, 2000, federal regulations stipulate that all aircraft engines hold, or be capable of holding, a noise
certificate issued under Chapter 3 of Volume 1, Part II of Annex 16 of the Chicago Convention, or have been shown to comply
with Stage III noise levels set out in Section 36.5 of Appendix C of Part 36 of the FAA Regulations of the United States if the
engines are to be used in the continental United States. Additionally, much of Europe has adopted similar regulations. As of
December 31, 2009, all of the engines in our lease portfolio are Stage III engines and are generally suitable for use on one or more
commonly used aircraft.
We believe that the aviation industry will be subject to continued regulatory activity. Additionally, increased oversight
has and will continue to originate from the quality assurance departments of airline operators. We have been able to meet all such
requirements to date, and believe that we will be able meet any additional requirements that may be imposed. We cannot give
assurance, however, that new, more stringent government regulations will not be adopted in the future or that any such new
regulations, if enacted, would not have a material adverse impact on us.
GEOGRAPHIC AREAS IN WHICH WE OPERATE
Approximately 78% of our engines, related aircraft parts, and equipment (all of which we sometimes refer to as
“equipment”) by net book value are leased and operated internationally. All leases relating to this equipment are denominated and
payable in U.S. dollars, which is customary in the industry. Future leases may provide for payments to be made in euros or other
foreign currencies. In 2009, we leased our equipment to lessees domiciled in eight geographic regions. We are subject to a
number of risks related to our foreign operations. See “Risk Factors” below.
The following table displays the regional profile of our lease customer base for the years ended December 31, 2009,
2008 and 2007. Other than the United States in each of 2007-2009, China in each of 2008-2009 and Brazil and Switzerland in
2009, no single country accounted for more than 10% of our lease rent revenue for any of those periods. The tables include
geographic information about our leased equipment grouped by the lessee’s domicile (which does not necessarily indicate the
asset’s actual location):
Year Ended December 31, 2009
Lease Rent
Revenue
Percentage
Year Ended December 31, 2008
Lease Rent
Revenue
Percentage
Year Ended December 31, 2007
Lease Rent
Revenue
Percentage
United States
Mexico
Canada
Europe
South America
Asia
Africa
Middle East
Total
$
$
21,944
5,548
1,264
31,057
16,575
19,164
480
6,358
102,390
(dollars in thousands)
20,933
6,876
825
31,692
14,701
22,860
574
3,960
102,421
20% $
7
1
31
14
22
1
4
100% $
13,831
5,863
—
28,863
11,049
20,705
1,212
4,561
86,084
16%
7
—
34
13
24
1
5
100%
21% $
6
1
30
16
19
1
6
100% $
9
FINANCING/SOURCE OF FUNDS
We, directly or through WEST, typically acquire engines with a combination of equity capital and funds borrowed from
financial institutions. In order to facilitate financing and leasing of engines, each engine is generally owned through a statutory or
common law trust that is wholly-owned by us or our subsidiaries. We usually borrow 80% to 83% of an engine purchase price.
Substantially all of our assets secure our related indebtedness. We typically acquire engines from airlines in a sale-lease back
transaction, from engine manufacturers or from other lessors. From time to time, we selectively acquire engines prior to a firm
commitment to lease or sell the engine, depending on the price of the engine, market demand with the expectation that we can
lease or sell such engines.
EMPLOYEES
As of December 31, 2009, we had 61 full-time employees (excluding consultants), in sales and marketing, technical
service and administration. None of our employees is covered by a collective bargaining agreement and we believe our employee
relations are satisfactory.
ITEM 1A. RISK FACTORS
The following risk factors and other information included in this Annual Report should be carefully considered. The
risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business,
financial condition, operating results, and cash flows could be materially adversely affected.
RISKS RELATING TO OUR BUSINESS
We are affected by the risks faced by commercial aircraft operators and MROs because they are our customers.
Commercial aircraft operators are engaged in economically sensitive, highly cyclical and competitive businesses. We are
a supplier to commercial aircraft operators and MROs. As a result, we are indirectly affected by all the risks facing commercial
aircraft operators and MROs, which are beyond our control. Our results of operations depend, in part, on the financial strength of
our customers and our customers’ ability to compete effectively in the marketplace and manage their risks. These risks include,
among others:
•
•
•
•
•
•
•
•
general economic conditions in the countries in which our customers operate, including changes in gross domestic
product;
demand for air travel and air cargo shipments;
changes in interest rates and the availability and terms of credit available to commercial aircraft operators;
concerns about security, terrorism, war, public health and political instability;
environmental compliance and other regulatory costs;
labor contracts, labor costs and stoppages at commercial aircraft operators;
aircraft fuel prices and availability;
technological developments;
• maintenance costs;
•
•
•
airport access and air traffic control infrastructure constraints;
insurance and other operating costs incurred by commercial aircraft operators and MROs;
industry capacity, utilization and general market conditions; and
10
• market prices for aviation equipment.
To the extent that our customers are negatively affected by these risk factors, we may experience:
•
•
•
•
a decrease in demand for some engine types in our portfolio;
greater credit risks from our customers, and a higher incidence of lessee defaults and repossessions;
an inability to quickly lease engines and aircraft on commercially acceptable terms when these become available
through our purchase commitments and regular lease terminations; and
shorter lease terms, which may increase our expenses and reduce our utilization rates.
Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are
installed, and other factors, could decline.
The value of a particular model of engine depends heavily on of the types of aircraft on which it may be installed and the
supply of available engines. We believe values of engines tend to be relatively stable so long as there is sufficient demand for the
host aircraft. However, we believe the value of an engine begins to decline rapidly once the host aircraft begins to be retired from
service and/or used for spare parts in significant numbers. Certain types of engines may be used in significant numbers by
commercial aircraft operators that are currently experiencing financial difficulties. If such operators were to go into liquidation or
similar proceedings, the resulting over-supply of engines from these operators could have an adverse effect on the demand for the
affected engine types and the values of such engines.
Upon termination of a lease, we may be unable to enter into new leases or sell the engine on acceptable terms.
We own the engines that we lease to customers and bear the risk of not recovering our entire investment through leasing
and selling the engines. Upon termination of a lease, we seek to enter a new lease or to sell the engine. We also selectively sell
engines on an opportunistic basis. We cannot give assurance that we will be able to find, in a timely manner, a lessee for our
engines coming off-lease. If we do find a lessee, we may not be able to obtain satisfactory lease rates and terms (including
maintenance and redelivery conditions) or rates and terms comparable to our current leases, and we can give no assurance that the
creditworthiness of any future lessee will be equal to or better than that of the existing lessees of our engines. Because the terms
of engine leases may be less than 12 months, we may frequently need to remarket engines. We face the risk that we may not be
able to keep the engines on lease consistently.
We may not be able to repossess an engine when the lessee defaults, and even if we are able to repossess the engine, we
may have to expend significant funds in the repossession and leasing of the engine.
When a lessee defaults we typically seek to terminate the lease and repossess the engine. If a defaulting lessee contests
the termination and repossession or is under court protection, enforcement of our rights under the lease may be difficult,
expensive and time-consuming. We may not realize any practical benefits from our legal rights and we may need to obtain
consents to export the engine. As a result, the relevant engine may be off-lease or not producing revenue for a prolonged period.
In addition, we will incur direct costs associated with repossessing our engine. These costs may include legal and similar costs,
the direct costs of transporting, storing and insuring the engine, and costs associated with necessary maintenance and
recordkeeping to make the engine available for lease or sale. During this time, we will realize no revenue from the leased engine,
and we will continue to be obligated to pay our debt financing for the engine. If an engine is installed on an airframe, the airframe
may be owned by an aircraft lessor or other third party. Our ability to recover engines installed on airframes may depend on the
cooperation of the airframe owner.
We are subject to the risks and costs of aircraft maintenance and obsolescence on the aircraft that we own.
We currently own four DeHaviland DHC-8-100 turboprop aircraft and interests through WOLF in two Airbus A340-313
aircraft. We may buy other aircraft or interests in aircraft in the future primarily to seek opportunities to realize value from the
engines. Among other risks described in this Annual Report, the following risks apply when we lease or sell aircraft:
• we will be subject to the greater maintenance risks and risks of declines in value that apply to aircraft as opposed to
engines, as well as the potentially greater risks of leasing or selling aircraft;
•
intense competition among manufacturers, lessors, and sellers may, among other things, adversely affect the demand
11
for, lease rates and residual values of our aircraft;
•
•
•
•
our aircraft lessees are aircraft operators engaged in economically sensitive, highly cyclical and competitive
businesses and our results of operations from aircraft leasing depend, in part, on their financial strength (for more
details, see the risk factor entitled “We are affected by the risks faced by commercial aircraft operators and MROs
because they are our customers” above);
our aircraft lessees may encounter significant financial difficulties, which could result in our agreeing to amend our
leases with the customer to, among other things, defer or forgive rent payments or extend lease terms as an
alternative to repossession;
our aircraft lessees may file for bankruptcy which could result in us incurring greater losses with respect to aircraft
than with respect to engines; and
aircraft technology is constantly improving and, as a result, aircraft of a particular model and type tend to become
obsolete and less in demand over time, when newer, more advanced and efficient aircraft become available.
We carry the risk of maintenance for our lease assets. Our maintenance reserves may be inadequate or lessees may
default on their obligations to perform maintenance, which could increase our expenses.
Under most of our engine leases, the lessee makes monthly maintenance reserve payments to us based on the engine’s
usage and management’s estimate of maintenance costs. A certain level of maintenance reserve payments on the WEST engines
are held in related engine reserve restricted cash accounts. Generally the lessee under long term leases is responsible for all
scheduled maintenance costs, even if they exceed the amounts of maintenance reserves paid. 39 of our leases comprising
approximately 21.2% of the net book value of our on-lease engines at December 31, 2009 do not provide for any monthly
maintenance reserve payments to be made by lessees, and we can give no assurance that future leases of the engines will require
maintenance reserves. In some cases, including engine repossessions, we may decide to pay for refurbishments or repairs if the
accumulated use fees are inadequate.
We can give no assurance that our operating cash flows and available liquidity reserves, including the amounts held in
the engine reserve restricted cash accounts, will be sufficient to fund necessary engine maintenance. Actual maintenance reserve
payments by lessees and other cash that we receive may be significantly less than projected as a result of numerous factors,
including defaults by lessees. Furthermore, we can provide no assurance that lessees will meet their obligations to make
maintenance reserve payments or perform required scheduled maintenance or, to the extent that maintenance reserve payments
are insufficient to cover the cost of refurbishments or repairs.
Continuing failures by lessees to meet their maintenance and recordkeeping obligations under our leases could
adversely affect the value of our leased engines and our ability to lease the engines in a timely manner following
termination of the lease.
The value and income producing potential of an engine depend heavily on it being maintained in accordance with an
approved maintenance system and complying with all applicable governmental directives and manufacturer requirements. In
addition, for an engine to be available for service, all records, logs, licenses and documentation relating to maintenance and
operations of the engine must be maintained in accordance with governmental and manufacturer specifications.
Our leases make the lessees primarily responsible for maintaining the engines, keeping related records and complying
with governmental directives and manufacturer requirements. Over time, certain lessees have experienced and may experience in
the future, difficulties in meeting their maintenance and recordkeeping obligations as specified by the terms of our leases.
Our ability to determine the condition of the engines and whether the lessees are properly maintaining our engines is
generally limited to the lessees’ reporting of monthly usage and any maintenance performed, confirmed by periodic inspections
performed by us and third-parties. A lessee’s failure to meet its maintenance or recordkeeping obligations under a lease could
result in:
•
•
a grounding of the related engine;
a repossession which would likely cause us to incur additional and potentially substantial expenditures in restoring
the engine to an acceptable maintenance condition;
12
•
•
•
a need to incur additional costs and devote resources to recreate the records prior to the sale or lease of the engine;
loss of lease revenue while we perform refurbishments or repairs and recreate records; and
a lower lease rate and/or shorter lease term under a new lease entered into by us following repossession of the
engine.
Any of these events may adversely affect the value of the engine, unless and until remedied, and reduce our revenues and
increase our expenses. If an engine is damaged during a lease and we are unable to recover from the lessee or insurance, we may
incur a loss.
Our operating results vary and comparisons to results for preceding periods may not be meaningful.
Due to a number of factors, including the risks described in this ITEM 1A, our operating results may fluctuate. These
fluctuations may also be caused by:
•
•
•
•
•
•
•
the timing and number of purchases and sales of engines;
the timing and amount of maintenance reserve revenues recorded resulting from the termination of long term leases,
for which significant amount of maintenance reserves may have accumulated;
the termination or announced termination of production of particular aircraft and engine types;
the retirement or announced retirement of particular aircraft models by aircraft operators;
the operating history of any particular engine or engine model;
the length of our operating leases; and
the timing of necessary overhauls of engines.
These risks may reduce our engine utilization rates, lease margins, maintenance reserve revenues, proceeds from engine
sales, and result in higher legal, technical, maintenance, storage and insurance costs related to repossession and costs of engines
being off-lease. As a result of the foregoing and other factors, the availability of engines for lease or sale periodically experiences
cycles of oversupply and undersupply of given engine models. The incidence of an oversupply of engines may produce
substantial decreases in engine lease rates, the appraised and resale value of engines and increase the time and costs incurred to
lease or sell engines.
We anticipate that fluctuations from period to period will continue in the future. As a result, we believe that comparisons
to results for preceding periods may not be meaningful and that results of prior periods should not be relied upon as an indication
of our future performance.
Our customers face intense competition and some carriers are in troubled financial condition.
The commercial aviation industry deteriorated sharply in 2001 and 2002 after the September 11, 2001 terrorist attacks
and the related slowdown in economic activity. However, after a period of recovery, the airline industry was negatively impacted
in 2008 and 2009 by the spike in fuel prices and the deepening worldwide recession, caused by the turmoil in the credit and
financial markets. We cannot give assurance that delinquencies and defaults on our leases will not increase during cyclical
downturns in the economy and commercial aviation industry.
Certain lessees may be significantly delinquent in their rental payments and may default on their lease obligations. As of
December 31, 2009, we had an aggregate of approximately $2.7 million in lease rent and $1.4 million in maintenance reserve
payments more than 30 days past due. Our inability to collect receivables or to repossess engines or other leased equipment in the
event of a default by a lessee could have a material adverse effect on us.
Various airlines have filed for bankruptcy, and a number of such airlines have ceased operations. Carriers often
announce aircraft disposal plans which could affect the market for spare aircraft engines and the values of spare engines if they
are removed from the aircraft and separately placed in the market. On January 5, 2010, Mesa Airlines filed for protection under
Chapter 11 of the bankruptcy code. At the time of their filing, Mesa leased six engines from us with a total net book value of
13
$10.5 million as of December 31, 2009. We expect that Mesa will return certain engines to us and continue to lease certain others.
Under the terms of our leases, Mesa is not required to pay maintenance reserves on a current basis unless they have had net losses
for three consecutive quarters. Mesa had not had three consecutive loss quarters prior to its filing. At December 31, 2009, Mesa
had no unpaid balance due.
We also lease aircraft and engines to Hawaii Island Air, Inc. (“Island Air”), which operates exclusively in Hawaii, a
challenging airline market in which two carriers entered bankruptcy in 2003 and 2004, and one reentered bankruptcy and
liquidated in 2008. In 2006, in response to a fare war commenced by a competitor, Island Air requested a reduction in lease rent
payments. The Board of Directors subsequently approved 14 months of lease rent deferrals totaling $784,000. All deferrals were
accounted for as a reduction in lease revenue in the applicable period. Because of the question regarding collectability of amounts
due under these leases, lease rent revenue for these leases have been recorded on a cash basis until such time as collectability
becomes reasonably assured. After taking into account the deferred amounts, Island Air owes us $1.5 million in overdue rent
related to February - December 2009. We hold letters of credit for $368,000 which may be used to partially offset our claims
against Island Air.
Due to their dependence on tourism Hawaiian carriers have suffered from the current economic environment more than
other airlines. As a result, Island Air is experiencing cash flow difficulties, which is affecting their payments to us. We are in
continuing discussions with Island Air to restructure the leases in a way that will enable them to pay their obligations on a current
basis and pay the deferred amounts over time. Due to concern regarding Island Air’s ability to meet lease return conditions and
after reviewing the maintenance status and condition of the leased assets, the Company recorded a reduction in the carrying value
of these assets of $0.8 million in the second quarter of 2008. Since that time, Island Air has addressed the maintenance condition
of the leased assets. Including the 2008 write down, the aircraft and engines on lease to Island Air have a net book value of $4.1
million at December 31, 2009. Island Air is returning one airframe to us which will reduce our asset exposure.
We and our customers operate in a highly regulated industry and changes in laws or regulations may adversely affect
our ability to lease or sell our engines.
Licenses and consents
We and our customers operate in a highly regulated industry. A number of our leases require specific governmental or
regulatory licenses, consents or approvals. These include consents for certain payments under the leases and for the export, import
or re-export of our engines. Consents needed in connection with future leasing or sale of our engines may not be received timely
or have economically feasible terms. Any of these events could adversely affect our ability to lease or sell engines.
The U.S. Department of Commerce, or the “Commerce Department,” regulates exports. We are subject to the Commerce
Department’s and the U.S. Department of State’s regulations with respect to the lease and sale of engines and aircraft to foreign
entities and the export of related parts. These Departments may, in some cases, require us to obtain export licenses for engines
exported to foreign countries. The U.S. Department of Homeland Security, through the U.S. Customs and Border Protection,
enforces regulations related to the import of engines and aircraft into the United States for maintenance or lease and imports of
parts for installation on our engines and aircraft.
We are prohibited from doing business with persons designated by the U.S. Department of the Treasury’s Office of
Foreign Assets Control, or “OFAC,” on its “Specially Designated Nationals List,” and must monitor our operations and existing
and potential lessees for compliance with OFAC’s rules.
Civil aviation regulation
Users of engines are subject to general civil aviation authorities, including the FAA and Joint Aviation Authorities in
Europe, who regulate the maintenance of engines and issue airworthiness directives. Airworthiness directives typically set forth
special maintenance actions or modifications to certain engine types or series of specific engines that must be implemented for the
engine to remain in service. Also, airworthiness directives may require the lessee to make more frequent inspections of an engine
or particular engine parts. Each lessee of an engine generally is responsible for complying with all airworthiness directives.
However, if the engine is off lease, we may be forced to bear the cost of compliance with such airworthiness directives, and if the
engine is leased, subject to the terms of the lease, if any, we may be forced to share the cost of compliance.
14
Environmental regulation
Governmental regulations of noise and emissions levels may be applicable where the related airframe is registered, and
where the aircraft is operated. For example, jurisdictions throughout the world have adopted noise regulations which require all
aircraft to comply with Stage III noise requirements. In addition to the current Stage III compliance requirements, the United
States and the International Civil Aviation Organization, or “ICAO,” have adopted a new, more stringent set of “Stage IV”
standards for noise levels which will apply to engines manufactured or certified beginning in 2006. At this time, the United States
regulations would not require any phase-out of aircraft that qualify only for Stage III compliance, but the European Union has
established a framework for the imposition of operating limitations on non-Stage IV aircraft. These regulations could limit the
economic life of our engines or reduce their value, could limit our ability to lease or sell the non-compliant engines or, if engine
modifications are permitted, require us to make significant additional investments in the engines to make them compliant.
The United States and other jurisdictions are beginning to impose more stringent limits on the emission of nitrogen
oxide, carbon monoxide and carbon dioxide emissions from engines, consistent with ICAO standards. These limits generally
apply only to engines manufactured after 1999. Concerns over global warming could result in more stringent limitations on the
operation of older, non-compliant engines.
Any change to current tax laws or accounting principles making operating lease financing less attractive could
adversely affect our business, financial condition and results of operations.
Our lessees enjoy favorable accounting and tax treatment by using operating leases. Changes in tax laws or accounting
principles that make operating leases less attractive to our lessees could have a material adverse affect on demand for our leases
and on our business.
Allegations that our aircraft, engines or parts caused bodily injury or property damage expose us to liability claims.
We are exposed to potential liability claims if the use of our aircraft, engines or parts is alleged to have caused bodily
injury or property damage. Our leases require our lessees to indemnify us against these claims and to carry insurance customary in
the air transportation industry, including liability, property damage and hull all risks insurance on our engines and on our aircraft
at agreed upon levels. We can give no assurance that one or more catastrophic events will not exceed insurance coverage limits or
that lessees’ insurance will cover all claims that may be asserted against us. Any insurance coverage deficiency or default by
lessees under their indemnification or insurance obligations may reduce our recovery of losses upon an event of loss.
We may not be adequately covered by insurance.
While we maintain contingent insurance covering losses not covered by our lessees’ insurance, such coverage may not
be available in circumstances where the lessee’s insurance coverage is insufficient. In addition, if a lessee is not obligated to
maintain sufficient insurance, we may incur the costs of additional insurance coverage during the related lease. We are required
under certain of our debt facilities to obtain political risk insurance for leases to lessees in specified jurisdictions. We can give no
assurance that such insurance will be available at commercially reasonable rates, if at all.
Currently, the U.S. government is still offering war risk insurance to U.S.-certificated airlines; however, most foreign
governments have ceased this practice, forcing non-U.S. airlines back into the commercial insurance market for this coverage. It
is unknown how long the U.S. government will continue to offer war risk insurance and whether U.S.-certificated airlines could
obtain war risk insurance in the commercial markets on acceptable terms and conditions.
We and our lenders generally are named as an additional insured on liability insurance policies carried by our lessees and
are usually the loss payees for damage to the engines. We have not experienced any significant aviation-related claims or any
product liability claims related to our engines or spare parts that were not insured. However, an uninsured or partially insured
claim, or a claim for which third-party indemnification is not available, could have a material adverse effect upon us. A loss of an
aircraft where we lease the airframe, an engine or spare parts could result in significant monetary claims.
RISKS RELATING TO OUR CAPITAL STRUCTURE
Our inability to obtain sufficient capital would constrain our ability to grow our portfolio and to increase our revenues.
Our business is capital intensive and highly leveraged. Accordingly, our ability to successfully execute our business
strategy and maintain our operations depends on the availability and cost of debt and equity capital. Additionally, our ability to
borrow against our portfolio of engines is dependent, in part, on the appraised value of our engines. If the appraised value of our
15
engines declines, we may be required to reduce the principal outstanding under certain of our debt facilities. Availability under
such debt facilities may also be reduced, at least temporarily, as a result of such reduced appraisals.
The recent, well publicized, worldwide disruptions in the credit and financial markets increase the risk of adverse effects
on our customers and our capital providers (lenders and derivative counter-parties) and therefore on us. The disruptions may also
adversely affect our ability to raise additional capital to continue our recent growth trend. Although we have adequate debt
commitments from our lenders, assuming they are willing and able to meet their contractual obligation to lend to us, the market
disruptions may adversely affect our ability to raise additional equity capital to fund future growth, requiring us to rely on
internally generated funds. This would lower our rate of capital investment.
We can give no assurance that the capital we need will be available to us on favorable terms, or at all. Our inability to
obtain sufficient capital, or to renew or expand our credit facilities could result in increased funding costs and would limit our
ability to:
• meet the terms and maturities of our existing and future debt facilities;
•
•
•
add new equipment to our portfolio;
fund our working capital needs and maintain adequate liquidity; and
finance other growth initiatives.
Our financing facilities impose restrictions on our operations.
We have, and expect to continue to have, various credit and financing arrangements with third parties. These financing
arrangements are secured by all or substantially all of our assets. Our existing credit and financing arrangements require us to
meet certain financial condition and performance tests. Our revolving credit facility prohibits our declaring or paying dividends
on shares of any class or series of our capital stock if an event of default under such facilities has or will occur and remains
uncured. The agreements governing our debt, including the issuance of notes by WEST, also include restrictive financial
covenants. A breach of those and other covenants could, unless waived or amended by our creditors, result in a cross-default to
other indebtedness and an acceleration of all or substantially all of our debt. We have obtained such amendments and waivers to
our financing agreements in the past, but we cannot provide any assurance that we will receive such amendments or waivers in
the future if we request them. If our outstanding debt is accelerated at any time, we likely would have little or no cash or other
assets available after payment of our debts, which could cause the value or market price of our outstanding equity securities to
decline significantly and we would have few, if any, assets available for distributions to our equity holders in liquidation.
We are exposed to interest rate risk on our engine leases, which could have a negative impact on our margins.
We are affected by fluctuations in interest rates. Our lease rates are generally fixed, but nearly all our debt bears variable
rate interest based on one-month LIBOR, so changes in interest rates directly affect our lease margins. We seek to reduce our
interest rate volatility and uncertainty through hedging with interest rate derivative contracts with respect to a portion of our debt.
Our lease margins, as well as our earnings and cash flows may be adversely affected by increases in interest rates, to the extent we
do not have hedges or other derivatives in place or if our hedges or other derivatives do not mitigate our interest rate exposure
from an economic standpoint. We would be adversely affected by increasing interest rates. As reported by British Bankers’
Association, the one-month LIBOR has decreased from approximately 0.44% on December 31, 2008 to approximately 0.23% on
December 31, 2009.
We have risks in managing our portfolio of engines to meet customer needs.
The relatively long life cycles of aircraft and jet engines can be shortened by world events, government regulation or
customer preferences. We seek to manage these risks by trying to anticipate demand for particular engine types, maintaining a
portfolio mix of engines that we believe is diversified and that will have long-term value and will be sought by lessees in the
global market for jet engines, and by selling engines that we expect will experience obsolescence or declining usefulness in the
foreseeable future. The WEST securitization facility limits our sale of certain engines in that facility during any 12 month period
to 10% of the “average aggregate adjusted borrowing value” of the engines during any 12 month period, which may inhibit engine
sales that we otherwise believe should be pursued. We can give no assurance that we can successfully manage our engine
portfolio to reduce these risks.
16
Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make
payments on our obligations as they come due.
In addition to being capital intensive and highly leveraged, our business also requires that we maintain sufficient
liquidity to enable us to contribute the non-financed portion of engine purchases as well as to service our payment obligations to
our creditors as they become due despite the fact that the timing and amounts of payments under our leases do not match the
timing under our debt service obligations. Our restricted cash is unavailable for general corporate purposes. Accordingly, our
ability to successfully execute our business strategy and maintain our operations depends on our ability to continue to maintain
sufficient liquidity, cash and available credit under our credit facilities. Our liquidity could be adversely impacted if we are
subjected to one or more of the following: a significant decline in lease revenues, a material increase in interest expense that is not
matched by a corresponding increase in lease rates, a significant increase in operating expenses, or a reduction in our available
credit under our credit facilities. If we do not maintain sufficient liquidity, our ability to meet our payment obligations to creditors
or to borrow additional funds could become impaired as could our ability to make dividend payments or other distributions to our
equity holders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources.”
NUMEROUS FACTORS MAY AFFECT THE TRADING PRICE OF OUR COMMON STOCK AND OUR PREFERRED
STOCK
The trading price of our common stock and our Series A Preferred Stock may fluctuate due to many factors, including:
•
•
•
•
•
•
•
•
risks relating to our business described in this Annual Report;
sales of our securities by a few stockholders or even a single significant stockholder;
general economic conditions;
changes in accounting mandated under GAAP;
quarterly variations in our operating results;
our financial condition, performance and prospects;
changes in financial estimates by us;
level, direction and volatility of interest rates and expectations of changes in rates;
• market for securities similar to our common stock and our Series A Preferred Stock; and
•
changes in our capital structure, including additional issuances by us of debt or equity securities.
In addition, the U.S. stock markets have experienced price and volume volatility that has affected many companies’
stock prices, often for reasons unrelated to the operating performance of those companies.
RISKS RELATING TO OUR FOREIGN OPERATIONS
A substantial portion of our lease revenue comes from foreign customers, subjecting us to divergent regulatory
requirements.
For the year ended December 31, 2009, 79% of our lease revenue was generated by leases to foreign customers. Such
international leases present risks to us because certain foreign laws, regulations and judicial procedures may not be as protective
of lessor rights as those which apply in the United States. We are also subject to risks of foreign laws that affect the timing and
access to courts and may limit our remedies when collecting lease payments and recovering assets. None of our leased engines
have been expropriated; however, we can give no assurance that political instability abroad and changes in the policies of foreign
nations will not present expropriation risks in the future that are not covered by insurance.
17
Our leases require payments in U.S. dollars but many of our customers operate in other currencies; if foreign currencies
devalue against the U.S. dollar, our lessees may be unable to make their payments to us.
All of our current leases require that payments be made in U.S. dollars. If the currency that our lessees typically use in
operating their businesses devalues against the U.S. dollar, the lessees could encounter difficulties in making payments in U.S.
dollars. Furthermore, many foreign countries have currency and exchange laws regulating international payments that may
impede or prevent payments from being paid to us in U.S. dollars. Future leases may provide for payments to be made in euros or
other foreign currencies. Any change in the currency exchange rate that reduces the amount of U.S. dollars obtained by us upon
conversion of future lease payments denominated in euros or other foreign currencies, may, if not appropriately hedged by us,
have a material adverse effect on us and increase the volatility of our earnings. If payments on our leases are made in foreign
currency, our risks and hedging costs will increase.
We operate globally and are affected by our customers’ local and regional economic and other risks.
We believe that our customers’ growth and financial condition are driven by economic growth in their service areas. The
largest portion of our lease revenues come from Europe. European airline operations are among the most heavily regulated in the
world. At the same time, new low-cost carriers have exerted substantial competitive and financial pressure on major European
airlines. Low-cost carriers are having similar effects in North America and elsewhere.
Our operations may also be affected by political or economic instability in the areas where we have customers.
We may not be able to enforce our rights as a creditor if a lessee files for bankruptcy outside of the United States.
When a debtor seeks protection under the United States Bankruptcy Code, creditors are automatically stayed from
enforcing their rights. In the case of United States-certificated airlines, Section 1110 of the Bankruptcy Code provides certain
relief to lessors of aircraft equipment. Section 1110 has been the subject of significant litigation and we can give no assurance that
Section 1110 will protect our investment in an aircraft or engines in the event of a lessee’s bankruptcy. In addition, Section 1110
does not apply to lessees located outside of the United States and applicable foreign laws may not provide comparable protection.
Liens on our engines could exceed the value of the engines, which could negatively affect our ability to repossess, lease
or sell a particular engine.
Liens that secure the payment of repairers’ charges or other liens may, depending on the jurisdiction, attach to the
engines. Engines also may be installed on airframes to which liens unrelated to the engines have attached. These liens may secure
substantial sums that may, in certain jurisdictions or for limited types of liens, exceed the value of the particular engine to which
the liens have attached. In some jurisdictions, a lien may give the holder the right to detain or, in limited cases, sell or cause the
forfeiture of the engine. Such liens may have priority over our interest as well as our creditors’ interest in the engines, either
because they have such priority under applicable local law or because our creditors’ security interests are not filed in jurisdictions
outside the United States. These liens and lien holders could impair our ability to repossess and lease or sell the engines. We
cannot give assurance that our lessees will comply with their obligations to discharge third party liens on our engines. If they do
not, we may, in the future, find it necessary to pay the claims secured by such liens to repossess the engines.
In certain countries, an engine affixed to an aircraft may become an accession to the aircraft and we may not be able to
exercise our ownership rights over the engine.
In some jurisdictions, an engine affixed to an aircraft may become an accession to the aircraft, so that the ownership
rights of the owner of the aircraft supersede the ownership rights of the owner of the engine. If an aircraft is security for the
owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. This legal
principle could limit our ability to repossess an engine in the event of a lease default while the aircraft with the engine installed
remains in such a jurisdiction. We may suffer a loss if we are not able to repossess engines leased to lessees in these jurisdictions.
RISKS RELATED TO OUR SMALL SIZE AND CORPORATE STRUCTURE
Intense competition in our industry, particularly with major companies with substantially greater financial, personnel,
marketing and other resources, could cause our revenues and business to suffer.
The engine leasing industry is highly competitive and global. Our primary competitors include GE Engine Leasing,
Shannon Engine Support, Pratt &Whitney, Rolls-Royce Partners Finance and Engine Lease Finance.
18
Our primary competitors generally have significantly greater financial, personnel and other resources, and a physical
presence in more locations, than we do. In addition, competing engine lessors may have lower costs of capital and may provide
financial or technical services or other inducements to customers, including the ability to sell or lease aircraft or provide other
forms of financing that we do not provide. We cannot give assurance that we will be able to compete effectively or that
competitive pressures will not adversely affect us.
There is no organized market for the spare engines we purchase. Typically, we purchase engines from commercial
aircraft operators, engine manufacturers, MROs and other suppliers. We rely on our representatives, advertisements and
reputation to generate opportunities to purchase and sell engines. The market for purchasing engine portfolios is highly
competitive, generally involving an auction bidding process. We can give no assurance that engines will continue to be available
to us on acceptable terms and in the types and quantities we seek consistent with the diversification requirements of our debt
facilities and our portfolio diversification goals.
Substantially all of our assets are pledged to our creditors.
Substantially all of our assets are pledged to secure our obligations to creditors. Our revolving credit banks have a lien
on all of our assets, including our equity in WEST. Due to WEST’s bankruptcy remote structure, that equity is subject to the
prior payments of WEST’s debt and other obligations. Therefore, our rights and the rights of our creditors to participate in any
distribution of the assets of WEST upon its liquidation, reorganization, dissolution or winding up will be subject to the prior
claims of WEST’s creditors. Similarly, the rights of our shareholders are subject to satisfaction of the claims of our lenders and
other creditors.
We may be unable to manage the expansion of our operations.
We can give no assurance that we will be able to manage effectively the potential expansion of our operations, or that if
we are successful expanding our operations that our systems, procedures or controls will be adequate to support our operations, in
which event our business, financial condition, results and cash flows could be adversely affected.
Any acquisition or expansion involves various risks, which may include some or all of the following:
•
•
•
•
•
•
•
•
•
incurring or assuming additional debt;
diversion of management’s time and attention from ongoing business operations;
future charges to earnings related to the possible impairment of goodwill and the write down of other intangible
assets;
risks of unknown or contingent liabilities;
difficulties in the assimilation of operations, services, products and personnel;
unanticipated costs and delays;
risk that the acquired business does not perform consistently with our growth and profitability expectations;
risk that growth will strain our infrastructure, staff, internal controls and management, which may require additional
personnel, time and expenditures; and
potential loss of key employees and customers.
Any of the above factors could have a material adverse effect on us.
Compliance with the regulatory requirements imposed on us as a public company results in significant costs that will
likely have an adverse effect on our results.
As a public company, we are subject to various regulatory requirements including, but not limited to, compliance with
the Sarbanes-Oxley Act of 2002. Compliance with these regulations results in significant additional costs to us both directly,
through increased audit and consulting fees, and indirectly, through the time required by our small staff to address the regulations.
19
We complied with Section 404a of the Sarbanes-Oxley Act as of December 31, 2007, completing our assessment of internal
controls over financial reporting. We complied with Section 404b of the Sarbanes-Oxley Act for the fiscal year ending
December 31, 2009 when our auditors have audited internal controls for the first time. Such compliance requires us to incur
considerable costs on audit and consulting fees and require significant management time that will adversely affect our results of
operations and cash flows.
We are effectively controlled by one principal stockholder, who has the power to contest the outcome of most matters
submitted to the stockholders for approval and to affect our stock prices adversely if he were to sell substantial amounts
of his common stock.
As of December 31, 2009, our principal stockholder, Chairman of the Board of Directors and Chief Executive Officer,
Mr. Charles F. Willis, IV, beneficially owned or had the ability to direct the voting of 2,811,904 shares of our common stock,
representing approximately 31% of the outstanding shares of our common stock. As a result, Mr. Willis effectively controls us
and has the power to contest the outcome of substantially all matters submitted to our stockholders for approval, including the
election of the board of directors. In addition, future sales by Mr. Willis of substantial amounts of our common stock, or the
potential for such sales, could adversely affect the prevailing market price of our common stock and possibly other classes or
series of our stock such as our Series A Preferred Stock.
Our business might suffer if we were to lose the services of certain key employees.
Our business operations depend upon our key employees, including our executive officers. Loss of any of these
employees, particularly our Chief Executive Officer, could have a material adverse effect on our business as our key employees
have knowledge of our industry and customers and would be difficult to replace. We maintain key man life insurance of
$5.0 million on Mr. Willis, but such amount is unlikely to adequately compensate us for the loss of his services.
We are the servicer and administrative agent for the WEST facility and our cash flows would be materially and
adversely affected if we were removed from these positions.
We are the servicer and administrative agent with respect to engines in the WEST facility. We receive annual fees of
11.5% as servicer and 2.0% as administrative agent of the aggregate net rents actually received by WEST on its engines. We may
be removed as servicer and administrative agent by the affirmative vote of a requisite number of holders of WEST facility notes
upon the occurrence of certain specified events, including the following events, subject to WEST following certain specified
procedures and providing us certain cure rights as set forth in the servicing agreement:
• We fail to perform the requisite services set forth in the servicing agreement or administrative agent agreement;
• We fail to provide adequate insurance or otherwise materially and adversely affects the rights of WEST;
• We cease to be engaged in the aircraft engine leasing business;
• We become subject to an insolvency or bankruptcy proceeding, either voluntarily or involuntarily;
• We fail to maintain the following financial covenants set forth in the servicing agreement:
• Maintain a ratio of total indebtedness to tangible net worth ratio of less than 5.0-to-1.0; and
• Maintain a ratio of earnings before interest, taxes to interest (excluding any extraordinary gains or losses
and pre-WEST engine financing costs) of at least 1.2-to-1.0 on a rolling-four -quarter-basis;
• We undergo one of certain change of control transactions set forth in the servicing agreement; and
• We default in the payment of other indebtedness of $10.0 million or more or indebtedness in such amount shall have
been accelerated as a result of an event of default under the applicable agreements.
As of December 31, 2009, we were in compliance with the financial covenants set forth above. There can be no
assurance that we will be in compliance with these covenants in the future or will not otherwise be terminated as service or
administrative agent for the WEST facility. If we are removed, our expenses would increase since our consolidated subsidiary,
WEST, would have to hire an outside provider to replace the servicer and administrative agent functions, and we would be
20
materially and adversely affected. Consequently, our business, financial condition, results of operations and cash flows would be
adversely affected.
Provisions in Delaware law and our charter and bylaws might prevent or delay a change of control.
Certain provisions of law, our amended certificate of incorporation, bylaws and amended rights agreement could make
the following more difficult: (1) an acquisition of us by means of a tender offer, a proxy contest or otherwise, and (2) the removal
of incumbent officers and directors.
Our board of directors has authorized the issuance of shares of Series I Preferred Stock pursuant to our amended rights
agreement, by and between us and American Stock Transfer and Trust Company, as rights agent. The rights agreement could
make it more difficult to proceed with and tend to discourage a merger, tender offer or proxy contest. Our amended certificate of
incorporation also provides that stockholder action can be taken only at an annual or special meeting of stockholders and may not
be taken by written consent and, in certain circumstances relating to acquisitions or other changes in control, requires an 80%
supermajority vote of all outstanding shares of our common stock. Our bylaws also limit the ability of stockholders to raise
matters at a meeting of stockholders without giving advance notice.
ITEM 2. PROPERTIES
Our principal offices are located at 773 San Marin Drive, Suite 2215, Novato, California, 94998. We occupy space in
Novato under a lease that covers approximately 18,375 square feet of office space and expires February 28, 2015. The lease rental
commitment is approximately $0.5 million for 2010. Equipment leasing, financing, sales and general administrative activities are
conducted from the Novato location. We also sub-lease approximately 6,500 square feet of office and warehouse space for our
operations at San Diego, California. This lease expires October 31, 2010, and the remaining lease commitment is approximately
$143,000. We also lease office space in Shanghai, China. The lease expires December 31, 2010 and the remaining lease
commitment is approximately $65,000.
ITEM 3. LEGAL PROCEEDINGS
Our Irish subsidiaries, WLFC Funding (Ireland) Limited and WLFC (Ireland) Limited, were sued in connection with the
Italian liquidation proceedings of Volare Airlines. The actions allege that our subsidiaries received preferential payments in the
aggregate amount of 7.0 million euro on account of our engine leases to Volare in 2003 and within one year prior to Volare’s
ceasing operations. We believe any loss, as a result of the proceedings, is neither probable nor estimable at December 31, 2009,
and we intend to defend this claim vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders during the fourth quarter of the fiscal year 2009.
21
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following information relates to our Common Stock, which is listed on the NASDAQ National Market under the
symbol WLFC. As of March 10, 2010 there were approximately 1,330 stockholders of our Common Stock.
The high and low closing sales price of the Common Stock for each quarter of 2009 and 2008, as reported by NASDAQ,
are set forth below:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
2009
2008
High
Low
High
Low
$
10.58
15.39
14.98
15.20
$
7.25
9.92
10.50
11.03
$
14.11
13.59
12.88
13.37
11.96
10.00
8.85
8.13
During the years ended December 31, 2009 and 2008 we did not pay cash dividends to our common stockholders. We
have not made any dividend payments to our common stockholders since our inception as all available cash has been utilized for
the business. We have no intention of paying dividends on our common stock in the foreseeable future. In addition, certain of
our debt facilities contain negative covenants which prohibit us from paying any dividends or making distributions of any kind
with respect to our common stock.
The following table outlines our Equity Compensation Plan Information.
Number of securities to be
issued upon exercise of
outstanding
options, warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
(c)
1,019,788
—
1,019,788
$
$
6.68
n/a
6.68
—
1,174,961
1,174,961
Plan Category
1996 Stock Option/Stock
Issuance Plan*
2007 Stock Incentive Plan
Total
* Plan expired
The 1996 Stock Option/Stock Issuance Plan and the 2007 Stock Incentive Plan were approved by security holders. The
2007 Stock Incentive Plan authorized 2,000,000 shares of common stock. 858,082 shares of restricted stock were granted under
the 2007 Stock Incentive Plan by December 31, 2009. Of this amount, 33,043 shares of restricted stock were withheld or forfeited
and returned to the pool of shares which could be granted under the 2007 Stock Incentive Plan resulting in a net number of
1,174,961 shares which were available as of December 31, 2009 for future issuance under the 2007 Incentive Plan.
On December 8, 2009, the Company’s Board of Directors authorized a plan to repurchase up to $30.0 million of the
Company’s common stock, depending upon market conditions and other factors, over the next three years. The repurchased
shares are to be subsequently retired. As of December 31, 2009, the total number of common shares outstanding was
approximately 9.2 million.
Common stock repurchases, under our authorized plan, in the fourth quarter of fiscal year 2009 were as follows:
Period
12/08/09—12/31/09 (Initial plan period)
Total
Total Number of
Shares Purchased
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
Average Price Paid
per Share
(in thousands, except per share data)
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans
13.54
13.54
3
3
$
$
29,960
29,960
3
3
$
$
22
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes our selected consolidated financial data and operating information. The selected
consolidated financial and operating data should be read in conjunction with the Consolidated Financial Statements and notes
thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in
this Form 10-K.
2009
Years Ended December 31,
2007
(dollars in thousands, except per share data)
2006
2008
Revenue:
Lease rent revenue
Maintenance reserve revenue
Gain (Loss) on sale of leased equipment
Other income
Total revenue
$ 102,390 $ 102,421 $
46,049
1,043
958
33,716
12,846
3,823
86,084 $
28,169
7,389
768
69,230 $
32,744
3,781
300
$ 150,440 $ 152,806 $ 122,410 $ 106,055 $
2005
63,119
15,983
(1,844)
366
77,624
Net income
$
22,367 $
26,601 $
17,664 $
17,886 $
3,641
Net income attributable to common
shareholders
Basic earnings per common share
Diluted earnings per common share
Balance Sheet Data:
Total assets
Debt (includes capital lease obligation)
Shareholders’ equity
Lease Portfolio:
$
19,239 $
23,473 $
14,536 $
14,941 $
3,641
$
$
2.30 $
2.14 $
2.85 $
2.68 $
1.79 $
1.66 $
1.63 $
1.56 $
0.40
0.38
$ 1,097,702 $ 982,712 $ 868,590 $ 730,019 $ 646,452
$ 726,235 $ 641,125 $ 567,108 $ 465,249 $ 407,551
$ 220,793 $ 192,207 $ 174,652 $ 164,002 $ 127,761
Engines at the end of the period
Spare parts packages at the end of the period
Aircraft and Helicopters at the end of the period
169
3
4
160
3
4
144
3
6
131
3
4
124
3
5
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
Forward-Looking Statements. This Annual Report on Form 10-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including
statements regarding prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are
forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-
looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual
results could differ materially for a variety of reasons, including, among others, the effects on the airline industry and the global
economy of events such as terrorist activity, changes in oil prices and other disruptions to the world markets; trends in the airline
industry, 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, our ability to continue to meet the 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. These risks and uncertainties, as well as other risks and uncertainties
that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in
Item 1A of Part I, “Risk Factors,” which, along with the previous discussion, describes some, but not all, of the factors that could
cause actual results to differ significantly from management’s expectations.
General. Our core business is acquiring and leasing pursuant to operating leases, commercial aircraft engines and related
aircraft equipment, and the selective sale of such engines, all of which we sometimes refer to as “equipment.” We have no current
plans to enter into finance leases although we may do so in the future. As of December 31, 2009, we had 58 lessees in 33
countries. Our portfolio is continually changing due to acquisitions and sales. As of December 31, 2009, our total lease portfolio
consisted of 169 engines and related equipment, four aircraft and three spare engine parts packages with an aggregate net book
23
value of $976.8 million. As of December 31, 2009, we also managed 11 engines and related equipment on behalf of other parties.
On December 30, 2005, we entered into a joint venture called WOLF with Oasis International Leasing (USA), Inc., which is now
known as Waha Capital PJSC. WOLF completed the purchase of two Airbus A340-313 aircraft from Boeing Aircraft Holding
Company for a purchase price of $96.0 million. We actively manage our portfolio and structure our leases to maximize the
residual values of our leased assets. Our leasing business focuses on popular Stage III commercial jet engines manufactured by
CFMI, General Electric, Pratt & Whitney, Rolls Royce and International Aero Engines. These engines are the most widely used
engines in the world, powering Airbus, Boeing, McDonnell Douglas, Bombardier and Embraer aircraft.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and bad
debts. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies, grouped by our activities, affect our more significant judgments
and estimates used in the preparation of our consolidated financial statements:
Leasing Related Activities. Revenue from leasing of aircraft equipment is recognized as operating lease or finance lease
revenue over the terms of the applicable lease agreements. Where collection cannot be reasonably assured, for example, upon a
lessee bankruptcy, we do not recognize revenue until received. We also estimate and charge to income a provision for bad debts
based on our experience in the business and with each specific customer and the level of past due accounts. The financial
condition of our customers may deteriorate and result in actual losses exceeding the estimated allowances. In addition, any
deterioration in the financial condition of our customers may adversely affect future lease revenues. As of December 31, 2009, all
of our leases are accounted for as operating leases. Under an operating lease, we retain title to the leased equipment, thereby
retaining the potential benefit and assuming the risk of the residual value of the leased equipment.
We generally depreciate engines on a straight-line basis over 15 years to a 55% residual value. Spare parts packages are
generally depreciated on a straight-line basis over 15 years to a 25% residual value. Aircraft are generally depreciated on a
straight-line basis over 13-20 years to a 15%-17% residual value. For equipment which is unlikely to be repaired at the end of its
current expected life, and is likely to be disassembled upon lease termination, we depreciate the equipment over its estimated life
to a residual value based on an estimate of the wholesale value of the parts after disassembly. Currently, 26 engines having a net
book value of $81.3 million are depreciated using this policy. It is our policy to review estimates regularly to more accurately
expense the cost of equipment over the useful life of the engines. On April 1 and July 1, 2008 and again on July 1, 2009, we
adjusted the depreciation for certain older engine types within the portfolio. The 2009 change in depreciation estimate resulted in
a $4.5 million increase in depreciation in 2009 and on an annual basis will result in an increase in depreciation expense of $9.0
million per year assuming no change in our portfolio. The net effect of the 2009 change in depreciation estimate is a reduction in
2009 net income of $2.9 million or $0.32 in diluted earnings per share over what net income would have otherwise been had the
change in depreciation estimate not been made. If useful lives or residual values are lower than those estimated by us, future
write-downs may be recorded or a loss may be realized upon sale of the equipment.
Sales Related Activities. For equipment sold out of our lease portfolio, we recognize the gain or loss associated with the
sale as revenue. Gain consists of sales proceeds less the net book value of the equipment sold and any costs directly associated
with the sale.
Asset Valuation. In August of 2001, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Codification (“ASC”) 360, Property Plant and Equipment (“FASB ASC 360”), formerly Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, requires that long-lived assets and
certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable, and long-lived assets and certain identifiable
intangibles to be disposed of generally be reported at the lower of carrying amount or fair value less cost to sell. Impairment is
identified by comparison of undiscounted forecasted cash flows, including estimated sales proceeds, over the life of the asset with
the asset’s book value. If the forecasted undiscounted cash flows are less than the book value, we write the asset down to its fair
value. We determine fair value by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other
factors. If the undiscounted forecasted cash flows and fair value of our long-lived assets decrease in the future we may incur
impairment charges.
24
Accounting for Maintenance Expenditures and Maintenance Reserves. Use fees received are recognized in revenue as
maintenance reserve revenue if they are not reimbursable to the lessee. Use fees that are reimbursable are recorded as a
maintenance reserve liability until they are reimbursed to the lessee or the lease terminates, at which time they are recognized in
revenue as maintenance reserve revenue. Our expenditures for maintenance are expensed as incurred. Expenditures that meet the
criteria for capitalization are recorded as an addition to equipment recorded on the balance sheet.
YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31, 2008
Revenue is summarized as follows:
Lease rent revenue
Maintenance reserve revenue
Gain on sale of leased equipment
Other income
Total
2009
Amount
$
$
102,390
46,049
1,043
958
150,440
Years Ended December 31,
Amount
2008
%
%
(dollars in thousands)
68.1% $
30.6
0.7
0.6
100.0% $
102,421
33,716
12,846
3,823
152,806
67.0%
22.1
8.4
2.5
100.0%
Lease Rent Revenue. Our lease rent revenue for the year ended December 31, 2009, decreased 0.03% to $102.39 million
from $102.42 million for the comparable period in 2008. This decrease primarily reflects lower average portfolio utilization in the
current period, lower lease rates for certain engine types and the deferral of revenue related to certain customers for which
revenue is recorded on a cash, rather than accrual, basis, partially offset by portfolio growth. The aggregate of net book value of
equipment held for lease at December 31, 2009 and 2008, was $976.8 million and $829.7 million, respectively, an increase of
17.7%. The ten engine sale to an investor group in September 2008 resulted in a reduction in portfolio net book value of $51.9
million, with the Company also recognizing nine months of lease rent revenue in 2008. At December 31, 2009, and 2008,
respectively, approximately 87% and 92% of equipment by net book value was on-lease. The average utilization for the year
ended December 31, 2009 was 90% compared to 93% in the prior year. During the year ended December 31, 2009, 21 engines
were added to our lease portfolio at a total cost of $212.5 million (including capitalized costs). During the year ended
December 31, 2008, 43 engines were added to our lease portfolio at a total cost of $229.1 million (including capitalized costs).
Maintenance Reserve Revenue. Our maintenance reserve revenue for the year ended December 31, 2009, increased
36.6% to $46.0 million from $33.7 million for the comparable period in 2008. Thirteen long term leases terminated in 2009
compared with the termination of fourteen long term leases in the year ago period. Higher balances of maintenance reserves had
accumulated for the long term leases that terminated in 2009 compared to those that terminated in the year ago period, resulting in
the increase in maintenance reserve revenue in the current year.
Gain on Sale of Leased Equipment. During the year ended December 31, 2009, we sold 5 engines and various engine-
related equipment from the lease portfolio for a net gain of $1.0 million. During the year ended December 31, 2008, we sold 13
engines, 2 helicopters and various engine-related equipment from the lease portfolio for a net gain of $12.8 million. The gain on
sale in 2008 included the sale in the quarter ended September 30, 2008 of a portfolio of ten engines having a net book value of
$51.9 million to an investor group for $63.0 million, contributing $11.1 million to gain on sale.
Other Income. Our other income consists primarily of management fee income and lease administration fees, and
decreased $2.9 million from the prior year. The decrease was due to the inclusion in 2008 of the settlement of a claim for $1.0
million to resolve a litigation arising from a lessee default in the first quarter as well as the recording of a gain of $2.2 million
related to an insurance casualty loss in the fourth quarter.
Depreciation Expense. Depreciation expense increased $6.7 million or 17.8% to $44.1 million for the year ended
December 31, 2009, from the comparable period in 2008 due to increased lease portfolio value and changes in estimates of
residual values on certain older engine types. On April 1 and July 1, 2008 and again on July 1, 2009, we adjusted the depreciation
for certain older engine types within the portfolio. It is our policy to review estimates regularly to reflect the cost of equipment
over the useful life of these engines. The 2009 change in depreciation estimate resulted in a $4.5 million increase in depreciation
in 2009. The net effect of the 2009 change in depreciation estimate is a reduction in 2009 net income of $2.9 million or $0.32 in
diluted earnings per share over what net income would have otherwise been had the change in depreciation estimate not been
made.
25
Write-down of Equipment. Write-down of equipment to their estimated fair values totaled $6.1 million for the year ended
December 31, 2009, a decrease of $0.6 million from the $6.7 million recorded in the comparable period in 2008. A write-down of
$3.0 million was recorded for the year ended December 31, 2009 due to a management decision to sell two engines and consign
seven engines for part out and sale. Further write-downs of $3.1 million were recorded in the year ended December 31, 2009 to
adjust the carrying values of engine parts held on consignment for which market conditions for the sale of parts has changed.
Write-downs on held for use equipment to their estimated fair values totaled $2.5 million for the year ended December 31, 2008,
due to the adjustment of carrying values for certain impaired engines within the portfolio to reflect estimated market values. There
was an additional write-down of $3.6 million for the year ended December 31, 2008 due to a management decision to consign six
engines for part out and sale. Further write-downs of $0.6 million were recorded in the year ended December 31, 2008 to adjust
the carrying values of engine parts held on consignment for which market conditions for the sale of parts has changed.
General and Administrative Expenses. General and administrative expenses decreased 1.2% to $26.8 million for the year
ended December 31, 2009, from the comparable period in 2008 due mainly to decreases in employee severance costs ($0.7
million), employment related costs ($0.3 million) and accounting and legal services ($0.2 million), which was offset partially by
increases in stock-based compensation ($0.7 million), bad debt expense ($0.2 million) and servicing fees for regional engine
portfolio ($0.2 million).
Technical Expense. Technical expenses consist of the cost of engine repairs, engine thrust rental fees, outsourced
technical support services, sublease engine rental expense, engine storage and freight costs. These expenses increased 94.6% to
$7.1 million for the year ended December 31, 2009, from the comparable period in 2008 due mainly to increases in engine thrust
rental fees due to an increase in the number of engines being operated at higher thrust levels under the CFM thrust rental program
($1.4 million), engine maintenance costs due to higher repair activity ($1.0 million), engine operating lease costs ($0.5 million)
and outsourced technical support services expenses due to higher lease transaction activity ($0.3 million).
Net Finance Costs. Net finance costs include interest expense, interest income and net (gain)/loss on debt
extinguishment. Interest expense decreased 6.8% to $36.0 million for the year ended December 31, 2009, from the comparable
period in 2008, due to decreased interest rates, which was partially offset by an increase in average debt outstanding. Virtually all
of our debt is tied to one-month US dollar LIBOR which decreased from an average of 2.54% for the year ended December 31,
2008 to an average of 0.33% for the year ended December 31, 2009 (average of month-end rates). At December 31, 2009 and
2008, one-month LIBOR was 0.23% and 0.44%, respectively. To mitigate exposure to interest rate changes, we have entered into
interest rate swap agreements. As of December 31, 2009, such swap agreements had notional outstanding amounts of $528.0
million, average remaining terms of between seven and 63 months and fixed rates of between 2.10% and 5.05%. In 2009 and
2008, $16.2 and $5.2 million was realized through the income statement as an increase in interest expense, respectively.
Interest income for the year ended December 31, 2009, decreased to $0.3 million from $1.9 million for the year ended
December 31, 2008, due to a decrease in interest rates and a shift in deposit funds to US treasury securities. In late 2008, we
moved substantial deposits to US treasury securities to avoid risk of loss.
We recorded $0.9 million as a gain upon extinguishment of debt in the year ended December 31, 2009 when we
purchased $3.0 million original principal amount, representing $2.1 million principal outstanding as of May 15, 2009, of WEST’s
Series 2005-A1 notes for a purchase price of $1.2 million. After write-off of unamortized debt issuance costs and purchase
discount of $0.06 million related to the notes, a gain on extinguishment of debt of $0.9 million was recorded in the period.
Income Taxes. Income taxes for the year ended December 31, 2009, decreased to $10.0 million from $15.4 million for
the comparable period in 2008 reflecting decreased pre-tax income and the impact of discrete items booked in 2009. The overall
effective tax rate, less discrete items, for the year ended December 31, 2009, was 35.6% compared to 36.7% for the prior year.
For the year ended December 31, 2009, the Company’s effective tax rate was reduced by $2.3 million related to a change in
California state tax law during 2009 regarding state apportionment of income, which is effective 2011, and due to a change in the
method used by the Company to allocate revenue to US states. These changes resulted in a reduction in the long term deferred tax
liability. For the year ended December 31, 2009, the Company also recognized an adjustment of $1.2 million increasing the tax
provision in the period related to the tax treatment of individual employee non-performance based compensation costs in excess
of $1.0 million annually. The adjustment was based on compensation earned in 2007, 2008 and 2009 that had not previously been
recognized as non-deductible in the financial statements, by period as follows: 2007 $0.2 million, 2008 $0.5 million, 2009 $0.5
million. Our 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 and numerous other factors, including changes in tax law.
26
YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31, 2007
Revenue is summarized as follows:
Years Ended December 31,
Lease rent revenue
Maintenance reserve revenue
Gain on sale of leased equipment
Other income
Total
2008
Amount
$
$
102,421
33,716
12,846
3,823
152,806
Amount
2007
%
%
(dollars in thousands)
67.0% $
22.1
8.4
2.5
100.0% $
86,084
28,169
7,389
768
122,410
70.3%
23.0
6.1
0.6
100.0%
Lease Rent Revenue. Our lease rent revenue for the year ended December 31, 2008, increased 19.0% to $102.4 million
from $86.1 million for the comparable period in 2007. This increase primarily reflects a growth in the size of the lease asset
portfolio which translated into a higher amount of equipment on lease. The aggregate of net book value of leased equipment at
December 31, 2008 and 2007, was $829.7 million and $744.8 million, respectively, an increase of 11.4%. The ten engine sale to
an investor group in September 2008 resulted in a reduction in portfolio net book value of $52 million, with the Company also
recognizing nine months of lease rent revenue in 2008. At December 31, 2008, and 2007, respectively, approximately 92% and
91% of equipment by net book value was on-lease. The average utilization for the year ended December 31, 2008 was 93%, the
same as the prior year. During the year ended December 31, 2008, 43 engines were added to our lease portfolio at a total cost of
$229.1 million (including capitalized costs). During the year ended December 31, 2007, 22 engines and 2 helicopters were added
to our lease portfolio at a total cost of $201.1 million (including capitalized costs).
Maintenance Reserve Revenue. Our maintenance reserve revenue for the year ended December 31, 2008, increased
19.7% to $33.7 million from $28.2 million for the comparable period in 2007. This increase was primarily due to the larger lease
asset portfolio and an increased amount of equipment on-lease during 2008.
Gain on Sale of Leased Equipment. During the year ended December 31, 2008, we sold 13 engines, 2 helicopters and
various engine-related equipment from the lease portfolio for a net gain of $12.8 million. In the quarter ended September 30,
2008, the Company sold a portfolio of ten engines having a net book value of $51.9 million to an investor group for $63.0 million,
contributing $11.1 million to gain on sale for the year ended 2008. During the year ended December 31, 2007, we sold 5 engines
and various engine-related equipment from the lease portfolio for a net gain of $7.4 million.
Other Income. Our other income consists primarily of management fee income and lease administration fees, and
increased $3.1 million from the prior year. The increase was due to the settlement of a claim in the first quarter of 2008 for $1.0
million to resolve a litigation arising from a lessee default as well as the recording of a gain of $2.2 million related to an insurance
casualty loss in the fourth quarter.
Depreciation Expense. Depreciation expense increased $6.3 million or 20.2% to $37.4 million for the year ended
December 31, 2008, from the comparable period in 2007 due to increased lease portfolio value and changes in estimates of
residual values on certain older engine types. Beginning April 1, 2008 and again on July 1, 2008, we changed the depreciation
estimate related to certain older engine types in our portfolio. It is our policy to review estimates regularly to reflect the cost of
equipment over the useful life of these engines. This change in depreciation estimate resulted in a $3.8 million increase in
depreciation in 2008. The net effect of these changes in depreciation estimates is a reduction in 2008 net income of $2.4 million
or $0.28 in diluted earnings per share over what net income would have otherwise been had these changes in depreciation
estimates not been made.
Write-down of Equipment. Write-down of equipment to their estimated fair values totaled $6.7 million for the year ended
December 31, 2008, an increase of $2.4 million from the $4.3 million recorded in the comparable period in 2007. Write-downs on
held for use equipment totaled $2.5 million for the year ended December 31, 2008, due to the adjustment of carrying values for
certain impaired engines and aircraft within the portfolio to reflect estimated market values. There was an additional write-down
of $3.6 million for the year ended December 31, 2008 due to a management decision to consign six engines for part out and sale.
Further write-downs of $0.6 million were recorded in the year ended December 31, 2008 to adjust the carrying values of engine
parts held on consignment for which market conditions for the sale of parts has changed. Write-downs on held for use equipment
to their estimated fair values totaled $1.7 million for the year ended December 31, 2007, due to the adjustment of carrying values
for certain impaired engines within the portfolio to reflect estimated market values. There was an additional write-down of $2.1
million for the year ended December 31, 2007 due to a management decision to consign four engines for part out and sale. Further
write-downs of $0.5 million were recorded in the year ended December 31, 2007 to adjust the carrying values of engine parts held
on consignment for which market conditions for the sale of parts has changed.
27
General and Administrative Expenses. General and administrative expenses increased $6.5 million or 31.7% to $27.1
million for the year ended December 31, 2008, from the comparable period in 2007 due mainly to increases in employment
related costs ($1.3 million), stock-based compensation ($1.1 million), servicing fees for regional engine portfolio ($1.0 million),
corporate travel and entertainment ($0.9 million), accounting and legal services ($0.8 million) and employee severance costs
($0.7 million).
Technical Expense. Technical expenses increased $1.1 million or 44.4% to $3.7 million for the year ended December 31,
2008, from the comparable period in 2007 due mainly to increases in engine maintenance costs due to higher repair activity ($0.8
million) and engine thrust rental fees due to an increase in the number of engines being operated at higher thrust levels under the
CFM thrust rental program ($0.4 million), partially offset by a decrease in outsourced technical support services expenses ($0.2
million).
Net Finance Costs. Net finance costs include interest expense, interest income and net (gain)/loss on debt
extinguishment. Interest expense increased 1.8% to $38.6 million for the year ended December 31, 2008, from the comparable
period in 2007, due to an increase in average debt outstanding, which was partially offset by decreased interest rates. Virtually all
of our debt is tied to one-month US dollar LIBOR which decreased from 4.60% at December 31, 2007 to 0.44% at December 31,
2008. To mitigate exposure to interest rate changes, we have entered into interest rate swap agreements. As of December 31,
2008, such swap agreements had notional outstanding amounts of $383.0 million, average remaining terms of between one and 72
months and fixed rates of between 2.10% and 5.05%. In 2008, $5.2 million was realized through the income statement as an
increase in interest expense. In 2007, $2.0 million was realized through the income statement as a reduction in interest expense.
Interest income for the year ended December 31, 2008, decreased to $1.9 million from $3.8 million for the year ended
December 31, 2007, due to a decrease in deposit balances and decreased interest rates.
We recorded $2.7 million as a loss upon extinguishment of debt in 2007 due to the change in ownership of our WEST
Series 2005-B1 Floating Rate Notes and a portion of the existing WEST Series 2005-A1 Floating Rate Notes. As part of the
second issuance of WEST, the existing WEST Series 2005-B1 Floating Rate Notes were purchased by our investment banker in
2007 and then re-sold to a different investor. Also, as a result of this process, $33.1 million of existing WEST Series 2005-A1
Floating Rate Notes were sold by an investor to a different investor. As a result of these transactions, we wrote off approximately
$1.5 million and $0.8 million of unamortized WEST Series 2005-B1 Floating Rate Note debt issuance costs and WEST
Series 2005-A1 Floating Rate Note debt issuance costs, respectively. The change in ownership of the WEST Series 2005-A1
Floating Rate Notes also resulted in the write off of $0.4 million in unamortized WEST Series 2005-A1 Floating Rate Note
purchase discount in 2007.
Income Taxes. Income taxes for the year ended December 31, 2008, increased to $15.4 million from $10.1 million for the
comparable period in 2007 reflecting increased pre-tax income. The overall effective tax rate for the year ended December 31,
2008, was 36.7% compared to 36.4% for the prior year. Our 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 and numerous other
factors, including changes in tax law.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued an amendment to FASB ASC 810, Consolidation, formerly SFAS No. 167, Amendments
to FASB Interpretation No. 46(R). FASB ASC 810 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the
qualifying special-purpose entity concept in FASB ASC 860, and (2) constituent concerns about the application of certain key
provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always
provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be
applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The
Company does not expect the adoption of FASB ASC 810 to have an impact on our Consolidated Financial Statements.
In September 2009, the FASB issued Accounting Standards Update No. 2009-13 (“ASU 2009-13”), which addressed the
accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately
rather than as a combined unit. ASU 2009-13 will require the companies to allocate the overall consideration to each deliverable
by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific
objective evidence or other third-party evidence of the selling price. ASU 2009-13 will be effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and early adoption will be
permitted. The Company is assessing the potential impact of the adoption of ASU 2009-13 on our Consolidated Financial
Statements.
28
In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires
reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers
into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a
gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods
beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning
after December 15, 2010. We do not expect the adoption of ASU 2010-6 to have a material impact on our Consolidated Financial
Statements.
During 2009, the FASB issued several ASU’s — ASU No. 2009-05 through ASU No. 2009-15. Except for those ASU’s
discussed above, the ASU’s entail technical corrections to existing guidance or affect guidance related to specialized industries or
entities and therefore do not have a material impact on the Company’s financial position and results of operations.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have financed our growth through borrowings secured by our equipment lease portfolio. Cash of
approximately $397.6 million, $394.7 million and $191.6 million, in the years ended December 31, 2009, 2008 and 2007,
respectively, was derived from this activity. In these same time periods $312.3 million, $321.3 million and $90.5 million,
respectively, was used to pay down related debt. Cash flow from operating activities generated $87.6 million, $51.6 million and
$54.9 million in the years ended December 31, 2009, 2008 and 2007, respectively.
Our primary use of funds is for the purchase of equipment for lease. Purchases of equipment (including capitalized costs)
totaled $205.1 million, $233.7 million and $201.7 million for the years ended December 31, 2009, 2008 and 2007, respectively.
Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise
lease revenue and maintenance reserves, and are offset by interest expense. Note that cash received from reserves arrangements
for some of our engines on lease are restricted per our debt arrangements. The lease revenue stream, in the short-term, is at fixed
rates while virtually all of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the
short term and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also
affected by the amount of equipment off lease. Approximately 87%, by book value, of our assets were on-lease at December 31,
2009 compared to approximately 92% at December 31, 2008. The average utilization rate for the year ended December 31, 2009
was 90% compared to 93% a year ago. If there is any increase in off-lease rates or deterioration in lease rates that are not offset by
reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.
At December 31, 2009, notes payable consists of loans totaling $726.2 million (net of discounts of $3.2 million) payable
over periods of 6 months to approximately 14 years with interest rates varying between approximately 1.4% and 8.0% (excluding
the effect of our interest rate derivative instruments).
The significant facilities are described below.
At December 31, 2009, we had a $240.0 million revolving credit facility to finance the acquisition of aircraft engines for
lease as well as for general working capital purposes. We closed on this facility on November 20, 2009 and it replaced a $289.0
million revolving credit facility for which the revolving period had ended on June 30, 2009 with a final maturity on June 30,
2010. The proceeds from the new facility, net of $3.5 million in debt issuance costs, was used to pay off the balance remaining
from the previous facility, with any shortfall made up from unrestricted cash balances. As of December 31, 2009, $17.5 million
was available under this facility. The revolving facility ends in November 2012. The interest rate on this facility at December 31,
2009 was one-month LIBOR plus 3.50%. Under the revolver facility, all subsidiaries except WEST Engine Funding LLC jointly
and severally guarantee payment and performance of the terms of the loan agreement. The maximum guarantee is $240.0 million
plus any accrued and unpaid interest, fees or reimbursements but is limited at any given time to the sum of the principal
outstanding plus accrued interest and fees. The guarantee would be triggered by a default under the agreement.
On August 9, 2005, we closed the Asset-Backed Securitization through a newly created, bankruptcy remote, Delaware
Statutory Trust, Willis Engine Securitization Trust (“WEST”). WEST issued and sold $228.3 million of term notes and
approximately $113.6 million of 2005 Series warehouse notes. The 2005 Series warehouse notes were increased by $57.8 million
to $171.4 million on April 16, 2007 and were then converted to term notes of WEST on March 28, 2008 with the sale of $212.4
million of Series 2008-A1 notes and $20.3 million of Series 2008-B1 notes. We used these funds net of a $2.9 million discount on
the Series 2008-A1 notes to pay off the balance remaining of the Series 2005-A2 and B2 notes of $164.1 million, pay off $62.0
million of our indebtedness related to the transfer of 11 engines from us to WEST, pay transaction expenses of approximately
$3.2 million and received cash of approximately $0.5 million for general corporate purposes. Interest on the Series 2008-A1 and
29
B1 notes is one-month LIBOR plus a margin of 1.50% and 3.50%, respectively. The Series 2008-A1 term notes expected
maturity is March 2021 and the Series 2008-B1 term notes expected maturity is March 2023.
From March 28, 2008 to June 30, 2008, our investment banker, acting as our agent to sell the notes, was the holder of
$20.3 million of the Series 2008-B1 notes. On June 30, 2008, we secured a $20.0 million senior term loan and used the loan
proceeds to re-purchase the Series 2008-B1 from our investment banker. The Series 2008-B1 notes were pledged as collateral for
the $20.0 million senior term loan. The loan is for a term of two years with maturity on July 1, 2010 and is structured as a bullet
loan with no amortization with all amounts due at maturity. The interest rate for the term loan is one-month LIBOR plus 3.50%.
Our investment banker continues to market the Series 2008-B1 notes and in the event the Series 2008-B1 notes are placed with an
investor prior to July 1, 2010, the term loan will be repaid with the proceeds from the sale of the Series 2008-B1 notes. We would
be required to fund any difference between the amount owing under the $20.0 million senior term loan and the amount of
proceeds received from the sale of the Series 2008-B1 notes. Any payment would be funded by the use of unrestricted cash
reserves, from cash flows from ongoing operations and additional financing capacity if required. Any amounts received from the
sale of the Series 2008-B1 notes at less than par would be recorded as a loan discount and would be amortized over the remaining
13 year term of the B1 notes. Any amounts received in excess of par would be recorded as a purchase premium and amortized
over the remaining 13 year term. We are also currently discussing extending the term of this loan with our investment banker,
which would allow more time for the marketing of the Series 2008-B1 notes.
WEST’s ability to make distributions and pay dividends to us is subject to the prior payments of its debt and other
obligations and WEST’s maintenance of adequate reserves and capital. Under WEST, cash is collected in a restricted account,
which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to us.
Additionally, maintenance reserve payments and lease security deposits are accumulated in restricted accounts and are not
available for general use. Cash from maintenance reserve payments are held in the restricted cash account and are subject to a
minimum balance established annually based on an engine portfolio maintenance reserve study provided by a third party. Any
excess maintenance reserve amounts remain within the restricted cash accounts and are utilized for the purchase of new engines.
On December 13, 2007, we closed on a new $200.0 million warehouse facility within WEST, consisting of $175.0
million of Series 2007-A2 Floating Rate Notes and $25.0 million of Series 2007-B2 Floating Rate Notes. At December 31, 2009,
$54.6 million was available under these warehouse notes. The 2007 series warehouse notes allow for borrowings during a three-
year term through December 13, 2010, after which it is expected that they will be converted to term notes of WEST. Interest on
the Series 2007-A2 notes and the Series 2007-B2 notes is one-month LIBOR plus a margin of 1.25% and 2.75%, respectively.
The facility has a committed amount of $200.0 million. The Series 2007-A2 notes mature approximately December 2020 and the
Series 2007-B2 notes mature approximately December 2022.
At December 31, 2009, $333.8 million of WEST term notes and $145.4 million of WEST warehouse notes were
outstanding. The term notes are divided into $130.1 million Series 2005-A1 notes, $183.8 million Series 2008-A1 notes and $20.0
million Series 2005-B1 notes. The warehouse notes are divided into $127.0 million Series A2 notes and $18.4 million Series B2
notes. The assets of WEST, WEST Engine Funding LLC and any associated Owner Trust are not available to satisfy our
obligations or any of our affiliates. WEST is consolidated for financial statement presentation purposes.
WEST entered into a Senior Liquidity Facility on December 13, 2007 which expires on the final maturity date of the
Series 2008-A1 term notes in March 2021. The facility is provided by our investment bank and the maximum facility size is 4%
of the outstanding Series 2007-A2 notes and Series 2008-A1 notes. This facility replaced the requirement to maintain 4% cash
reserves for the 2007-A2 notes and the Series 2008-A1 notes. The facility may be drawn on any payment date should the cash
flow at WEST be insufficient to pay interest on the Series 2007-A2 notes, Series 2008-A1 notes and any required hedge
payments. A commitment fee is payable on the facility. The establishment of this facility resulted in the release of $7.1 million of
cash held previously in the Senior Restricted Cash Account in December 2007.
On January 11, 2010, we closed on a new term loan for a four year term totaling $22.0 million. Interest is payable at a
fixed rate of 4.5% and principal and interest is paid quarterly. The loan is secured by engines. The funds were used to pay down
our revolving credit facility.
At December 31, 2009, we had warehouse and revolving credit facilities totaling approximately $440.0 million
compared to $489.0 million at December 31, 2008. At December 31, 2009, and December 31, 2008, respectively, approximately
$72.1 million and $241.7 million were available under these combined facilities. The decrease in availability in 2009 was due to
the reduction in the size of the revolving credit facility from $289.0 million to $240.0 million upon the renewal of the facility on
November 20, 2009 as well as the drawdown of funds from the facilities to support engine purchases.
At December 31, 2009 and 2008, one-month LIBOR was 0.23% and 0.44%, respectively.
30
Approximately $54.0 million of our debt is repayable during 2010 which includes the $20.0 million senior term loan
owed to our investment banker. Such repayments primarily consist of scheduled installments due under term loans. Repayments
are funded by the use of unrestricted cash reserves and from cash flows from ongoing operations. The table below summarizes
our contractual commitments at December 31, 2009.
Long-term debt obligations
Interest payments under long-term debt
obligations
Operating lease obligations
Purchase obligations
Total
Total
729,446
$
Less than
1 Year
1-3 Years
3-5 Years
More than
5 Years
$
54,007
$
323,305
$
96,722
$
255,412
Payment due by period (in thousands)
72,813
2,889
38,900
844,048
$
17,430
695
38,900
111,032
$
30,563
1,020
—
354,888
$
11,248
1,082
—
109,052
$
13,572
92
—
269,076
$
We have estimated the interest payments due under long-term debt by applying the interest rates applicable at
December 31, 2009 to the remaining debt, adjusted for the estimated debt repayments identified in the table above. Actual interest
payments made will vary due to changes in the rates for one-month LIBOR. The interest estimate excludes the effect of any
derivative instruments in place at the balance sheet date.
Approximately $721.7 million of the above debt is subject to our continuing to comply with the covenants of each
financing, including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility
criteria including customer and geographic concentration restrictions. In addition, under these facilities, we can typically borrow
80% to 83% of an engine purchase and between 50% and 85% of an aircraft or spare parts purchase. Therefore we must have
other available funds for the balance of the purchase price of any new equipment to be purchased or we will not be permitted to
draw on these facilities. The facilities are also cross-defaulted. If we do not comply with the covenants or eligibility requirements,
we may not be permitted to borrow additional funds and accelerated payments may become necessary. Additionally, debt is
secured by engines on lease to customers and to the extent that engines are returned from lease early or are sold, repayment of that
portion of the debt could be accelerated. We were in compliance with all covenants at December 31, 2009.
We have paid deposits to secure the purchase during 2010 of four engines for a gross purchase price of $38.9 million, for
delivery in 2010. As at December 31, 2009, non-refundable deposits paid related to this purchase commitment were $2.1 million.
In October 2006, we entered into an agreement with CFM International (“CFM”) to purchase new spare aircraft engines. The
agreement specifies that, subject to availability, we may purchase up to a total of 45 CFM56-7B and CFM56-5B spare engines
over a five year period, with options to acquire up to an additional 30 engines. Our 2009 purchase orders with CFM for four
engines represent deferral of engine deliveries originally scheduled for 2009 and are included in our 2010 commitments to
purchase.
We entered into a new lease effective November 1, 2007 for our offices in Novato, California that covers approximately
18,375 square feet of office space. The total remaining rent commitment is approximately $2.7 million and expires February 28,
2015. The sub-lease of our premises in San Diego, California expires in October 2010. Our Shanghai, China office lease expires
in December 2010.
We believe our equity base, internally generated funds and existing debt facilities are sufficient to maintain our level of
operations through 2010. A decline in the level of internally generated funds, such as could result if the amount of equipment off-
lease increases or there is a decrease in availability under our existing debt facilities, would impair our ability to sustain our level
of operations. We are discussing additions to our capital base with our commercial and investment banks. If we are not able to
access additional capital, our ability to continue to grow our asset base consistent with historical trends will be impaired and our
future growth limited to that which can be funded from internally generated capital.
Management of Interest Rate Exposure
At December 31, 2009, all but $1.5 million of our borrowings were on a variable rate basis at various interest rates tied to
one-month LIBOR. Our equipment leases are generally structured at fixed rental rates for specified terms. Increases in interest
rates could narrow or result in a negative spread, between the rental revenue we realize under our leases and the interest rate that
we pay under our borrowings. We have entered into interest rate derivative instruments to mitigate our exposure to interest rate
risk and not to speculate or trade in these derivative products. We currently have interest rate swap agreements which have
notional outstanding amounts of $528.0 million, with remaining terms of between seven and 63 months and fixed rates of
between 2.10% and 5.05%. The fair value of the swaps at December 31, 2009 and 2008 was negative $7.9 million and negative
31
$20.5 million, respectively, representing a net liability for us.
We record derivative instruments at fair value as either an asset or liability. We use derivative instruments (primarily
interest rate swaps) to manage the risk of interest rate fluctuation. While substantially all our derivative transactions are entered
into for the purposes described above, hedge accounting is only applied where specific criteria have been met and it is practicable
to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and the hedge relationship must be
highly effective. The hedging instrument’s effectiveness is assessed utilizing regression analysis at the inception of the hedge and
on at least a quarterly basis throughout its life. All of the transactions that we have designated as hedges are accounted for as cash
flow hedges. The effective portion of the gain or loss 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. The ineffective portion of these hedges flows through earnings in the current period. The hedge
accounting for these derivative instrument arrangements increased interest expense by $16.2 million and $5.2 million in 2009 and
2008, respectively. This incremental cost for the swaps effective for hedge accounting was included in interest expense for the
respective periods.
We will be exposed to risk in the event of non-performance of the interest rate hedge counter-parties. We anticipate that
we may hedge additional amounts of our floating rate debt during the next year.
Related Party and Similar Transactions
Gavarnie Holding, LLC, a Delaware limited liability company (“Gavarnie”) owned by Charles F. Willis, IV, purchased
the stock of Aloha Island Air, Inc., a Delaware Corporation, (“Island Air”) from Aloha AirGroup, Inc. (“Aloha”) on May 11,
2004. Charles F. Willis, IV is the President, CEO and Chairman of our Board of Directors and owns approximately 31% of our
common stock as of December 31, 2009. Island Air leases four DeHaviland DHC-8-100 aircraft and two spare engines from us.
In 2006, in response to a fare war commenced by a competitor, Island Air requested a reduction in lease rent payments. The
Board of Directors subsequently approved 14 months of lease rent deferrals totaling $784,000. All deferrals were accounted for as
a reduction in lease revenue in the applicable period. Because of the question regarding collectability of amounts due under these
leases, lease rent revenue for these leases have been recorded on a cash basis until such time as collectability becomes reasonably
assured. After taking into account the deferred amounts, Island Air owes us $1.5 million in overdue rent related to February -
December 2009. We hold letters of credit for $368,000 which may be used to partially offset our claims against Island Air.
Due to their dependence on tourism Hawaiian carriers have suffered from the current economic environment more than
other airlines. As a result, Island Air is experiencing cash flow difficulties, which is affecting their payments to us. We are in
continuing discussions with Island Air to restructure the leases in a way that will enable them to pay their obligations on a current
basis and pay the deferred amounts over time. Due to concern regarding Island Air’s ability to meet lease return conditions and
after reviewing the maintenance status and condition of the leased assets, the Company recorded a reduction in the carrying value
of these assets of $0.8 million in the second quarter of 2008. Since that time, Island Air has addressed the maintenance condition
of the leased assets. Including the 2008 write down, the aircraft and engines on lease to Island Air have a net book value of $4.1
million at December 31, 2009. Island Air is returning one airframe to us which will reduce our asset exposure.
We entered into a Consignment Agreement dated January 22, 2008, with J.T. Power, LLC (“J.T. Power”), an entity
whose majority shareholder, Austin Willis, is the son of our President and Chief Executive Officer, and directly and indirectly, a
shareholder of ours as well as a Director of the Company. According to the terms of the Consignment Agreement, J.T. Power is
responsible to market and sell parts from the teardown of three engines with a book value of $4.2 million. During the year ended
December 31, 2009, sales of consigned parts were $0.05 million. On November 17, 2008, we entered into a Consignment
Agreement with J.T. Power in which they are responsible to market and sell parts from the teardown of one engine with a book
value of $1.0 million. During the year ended December 31, 2009, sales of consigned parts were $0.5 million. On February 25,
2009, we entered into a Consignment Agreement with J.T. Power in which they are responsible to market and sell parts from the
teardown of one engine with a book value of $133,400. During the year ended December 31, 2009, sales of consigned parts were
$0.1 million. On July 31, 2009, we entered into a Consignment Agreement with J.T. Power in which they are responsible to
market and sell parts from the teardown of one engine with a book value of $0.5 million. During the year ended December 31,
2009, sales of consigned parts were $0.01 million. On July 27, 2006, we entered into an Aircraft Engine Agency Agreement with
J.T. Power, in which we will, on a non-exclusive basis, provide engine lease opportunities with respect to available spare engines
at J.T. Power. J.T. Power will pay us a fee based on a percentage of the rent collected by J.T. Power for the duration of the lease
including renewals thereof. We earned no revenue during the year ended December 31, 2009 under this program.
The Company has entered into an Independent Contractor Agreement dated September 9, 2009 with Hans Jorg Hunziker,
a member of our Board of Directors. Under this Agreement, Mr. Hunziker will provide services in connection with the
32
identification and qualification of potential investors in our equity securities. The board has determined that, notwithstanding this
limited assignment, Mr. Hunziker remains an independent director.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risk exposure is that of interest rate risk. A change in LIBOR rates would affect our cost of
borrowing. Increases in interest rates, which may cause us to raise the implicit rates charged to our customers, could result in a
reduction in demand for our leases. Alternatively, we may price our leases based on market rates so as to keep the fleet on-lease
and suffer a decrease in our operating margin due to interest costs that we are unable to pass on to our customers. All but $1.5
million of our outstanding debt is variable rate debt. We estimate that for every one percent increase or decrease in our variable
rate debt (net of derivative instruments), annual interest expense would increase or decrease $2.0 million (in 2008, $2.6 million
per annum).
We hedge a portion of our borrowings, effectively fixing the rate of these borrowings. This hedging activity helps protect
us against reduced margins on longer term fixed rate leases. Based on the implied forward rates for one-month LIBOR, we expect
interest expense will be increased by approximately $15.2 million for the year ending December 31, 2010, as a result of our
hedges. Such hedging activities may limit our ability to participate in the benefits of any decrease in interest rates, but may also
protect us from increases in interest rates. Furthermore, since lease rates tend to vary with interest rate levels, it is possible that we
can adjust lease rates for the effect of change in interest rates at the termination of leases. Other financial assets and liabilities are
at fixed rates.
We are also exposed to currency devaluation risk. During 2009, 2008, and 2007, respectively, 79%, 80%, and 84% of
our total lease rent revenues came from non-United States domiciled lessees. All of our leases require payment in US dollars. If
these lessees’ currency devalues against the US dollar, the lessees could potentially encounter difficulty in making their lease
payments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is submitted as a separate section of this report beginning on page 39.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on management’s evaluation (with the participation of our
Chief Executive Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our CEO
and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Inherent Limitations on Controls
Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or
detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and
can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,
within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.
Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. Our internal control over financial reporting includes policies and procedures that: (a) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets;
33
(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and Board of Directors; and (c) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our
financial statements. Our internal control over financial reporting is a process designed with the participation of our principal
executive officer and principal financial officer or persons performing similar functions to provide reasonable assurance to our
management and board of directors regarding the reliability of financial reporting and preparation of financial statements for
external purposes in accordance with generally accepted accounted principles.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In
making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment our management believes that, as of
December 31, 2009, our internal control over financial reporting is effective under those criteria.
KPMG LLP, the independent registered public accounting firm that audited the Company’s financial statements included
in this Annual Report, issued an audit report on the Company’s internal control over financial reporting. KPMG’s audit report
appears on page 40.
(b) Changes in internal control over financial reporting. There has been no change in our internal control over financial
reporting during our fourth fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
PART III
We have adopted a Standards of Ethical Conduct Policy (“Code of Ethics”) that applies to all employees and directors
including our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. The Code of Ethics is filed in
Exhibit 14.1 and is also available on our website at www.willislease.com.
The remainder of the information required by this item is incorporated by reference to our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement. The information in Item 5 of
this report regarding our Equity Compensation Plans is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to our Proxy Statement.
34
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
We were billed the following amounts by our principal accountant:
Audit fees
Audit-related fees
Tax fees
All other fees
2009
2008
$
$
646,721
—
—
—
646,721
$
$
573,612
31,300
—
—
604,912
Amounts billed under Audit-related fees for 2008 are for professional services rendered in issuing a comfort letter in
connection with the WEST 2008 offering memorandum associated with the 2008 series WEST term notes.
The remaining information required by this item is incorporated by reference to our Proxy Statement.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) (1) Financial Statements
The response to this portion of Item 15 is submitted as a separate section of this report beginning on page 39.
(a) (2) Financial Statement Schedules
Schedule I, Parent Company Financial Statements, and Schedule II, Valuation Accounts, are submitted as a separate section of
this report starting on page 65.
All other financial statement schedules have been omitted as the required information is not pertinent to the Registrant or is
not material or because the required information is included in the Financial Statements and Notes thereto.
(a) (3), (b) and (c): Exhibits: The response to this portion of Item 15 is submitted below.
EXHIBITS
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Description
Certificate of Incorporation, dated March 12, 1998, as amended by the Certificate of Amendment of Certificate of
Incorporation, dated May 6, 1998 (incorporated by reference to our report on Form 10-K filed on March 31, 2009).
Bylaws, dated April 18, 2001 as amended by (1) Amendment to Bylaws, dated November 13, 2001, and
(2) Amendment to Bylaws, dated December 16, 2008 (incorporated by reference to our report on Form 10-K filed
on March 31, 2009).
Specimen of Series A Cumulative Redeemable Preferred Stock Certificate (incorporated by reference to
Exhibit 4.1 to Form S-1 Registration Statement Amendment No. 2 filed on January 27, 2006).
Form of Certificate of Designations of the Registrant with respect to the Series A Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 4.2 to Form S-1 Registration Statement Amendment No. 2
filed on January 27, 2006).
Form of Amendment No. 1 to Certificate of Designations of the Registrant with respect to the Series A Cumulative
Redeemable Preferred Stock (incorporated by reference to our report on Form 10-K filed on March 31, 2009).
Rights Agreement dated as of September 24, 1999, by and between Willis Lease Finance Corporation and
American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to
Form 8-K filed on October 4, 1999).
Second Amendment to Rights Agreement dated as of December 15, 2005, by and between Willis Lease Finance
Corporation and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to our
report on Form 10-K filed on March 31, 2009).
Third Amendment to Rights Agreement dated as of September 30, 2008, by and between Willis Lease Finance
Corporation and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to our
report on Form 10-K filed on March 31, 2009).
Form of Certificate of Designations of the Registrant with respect to the Series I Junior Participating Preferred
Stock (formerly known as “Series A Junior Participating Preferred Stock”) (incorporated by reference to our report
on Form 10-K filed on March 31, 2009).
35
4.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19*
10.20
10.21
10.22
Form of Amendment No. 1 to Certificate of Designations of the Registrant with respect to Series I Junior
Participating Preferred Stock (incorporated by reference to our report on Form 10-K filed on March 31, 2009).
Form of Indemnification Agreement entered into between the Registrant and its directors and officers
(incorporated by reference to Exhibit 10.3 to Registration Statement No. 333-5126-LA filed on June 21, 1996).
1996 Stock Option/Stock Issuance Plan, as amended and restated as of March 1, 2003 (incorporated by reference to
Exhibit 99.1 to Form S-8 filed on September 26, 2003).
2007 Stock Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement for 2007 Annual
Meeting of Stockholders filed on April 30, 2007).
Amended and Restated Employment Agreement between the Registrant and Charles F. Willis IV dated as of
December 1, 2008 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 22, 2008).
Employment Agreement between the Registrant and Donald A. Nunemaker dated November 21, 2000
(incorporated by reference to Exhibit 10.3 to Form 10-K filed on April 2, 2001).
Employment Agreement between the Registrant and Thomas C. Nord dated September 19, 2005 (incorporated by
reference to Exhibit 10.1 to Form 8-K filed on September 23, 2005).
Employment Agreement between the Registrant and Bradley S. Forsyth dated February 20, 2007 (incorporated by
reference to Exhibit 10.2 to Form 8-K filed on February 21, 2007).
Employment Offer Letter to Jesse V. Crews dated July 15, 2009 (incorporated by reference to Exhibit 10.33 to
Form 10-Q filed on November 12, 2009).
Loan and Aircraft Security Agreement dated October 29, 2004 between Fleet Capital Corporation and Willis Lease
Finance Corporation (incorporated by reference to Exhibit 10.42 to Form 10-K filed on March 31, 2005).
Amendment No. 1 to Loan and Aircraft Security Agreement dated as of December 9, 2004 between Fleet Capital
Corporation and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.44 to Form 10-K filed
on March 31, 2005).
Amendment No. 2 to Loan and Aircraft Security Agreement dated as of February 14, 2007 between Fleet Capital
Corporation and Willis Lease Finance Corporation (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
Amendment No. 3 to Loan and Aircraft Security Agreement dated as of August 28, 2008 between Fleet Capital
Corporation and Willis Lease Finance Corporation (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
Series 2005-A1 Note Purchase Agreement, dated as of July 28, 2005, among the Registrant, Willis Engine
Securitization Trust, UBS Securities LLC and UBS Limited (incorporated by reference to Exhibit 10.35 to
Form 10-Q filed on November 29, 2005).
Series 2005-B1 Note Purchase Agreement, dated as of August 9, 2005, among the Registrant, Willis Engine
Securitization Trust, Fortis Capital and HSH Nordbank AG (incorporated by reference to Exhibit 10.36 to
Form 10-Q filed on November 29, 2005).
Series 2007-A2 Note Purchase and Loan Agreement dated as of December 13, 2007, among Willis Engine
Securitization Trust, Willis Lease Finance Corporation and the initial Series 2007-A2 Holders (incorporated by
reference to Exhibit 10.59 to Form 10-K filed on March 31, 2008).
Series 2007-B2 Note Purchase and Loan Agreement dated as of December 13, 2007 among Willis Engine
Securitization Trust, Willis Lease Finance Corporation and the initial Series 2007-B2 Holders (incorporated by
reference to Exhibit 10.60 on Form 10-K filed on March 31, 2008).
Series 2008-A1 Note Purchase and Loan Agreement dated as of March 25, 2008, among Willis Engine
Securitization Trust, Willis Lease Finance Corporation and the initial Series 2008-A1 Holders (incorporated by
reference to our report on Form 10-K filed on March 31, 2009).
Series 2008-B1 Note Purchase and Loan Agreement dated as of March 25, 2008, among Willis Engine
Securitization Trust, Willis Lease Finance Corporation and the initial Series 2008-B1 Holders (incorporated by
reference to our report on Form 10-K filed on March 31, 2009).
Amended and Restated Indenture, dated December 13, 2007, by and between Willis Engine Securitization Trust
and Deutsche Bank Trust Company Americas (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
Series A1 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.40 to Form 10-Q filed on
November 29, 2005).
Series B1 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.41 to Form 10-Q filed on
November 29, 2005).
Series 2007-A2 Supplement, dated as of December 13, 2007, by and between Willis Engine Securitization Trust
and Deutsche Bank Trust Company Americas (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
36
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31*
Series 2007-B2 Supplement, dated as of December 13, 2007, by and between Willis Engine Securitization Trust
and Deutsche Bank Trust Company Americas (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
Series 2008-A1 Supplement, dated as of March 28, 2008, by and between Willis Engine Securitization Trust and
Deutsche Bank Trust Company Americas (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
Series 2008-B1 Supplement, dated as of March 28, 2008, by and between Willis Engine Securitization Trust and
Deutsche Bank Trust Company Americas (incorporated by reference to our report on Form 10-K filed on
March 31, 2009).
General Supplement 2008-1 dated as of March 28, 2008 (incorporated by reference to our report on Form 10-K
filed on March 31, 2009).
General Supplement 2009-1 dated as of March 20, 2009 (incorporated by reference to our report on Form 10-K
filed on March 31, 2009).
Servicing Agreement, dated as of August 9, 2005, among the Registrant, Willis Engine Securitization Trust, WEST
Engine Funding and 59 engine owning trusts named therein (incorporated by reference to Exhibit 10.44 of our
report in Form 10-Q filed on November 29, 2005).
Administrative Agency Agreement, dated as of August 9, 2005, among the Registrant, Willis Engine Securitization
Trust, WEST Engine Funding and 59 engine owning trusts named therein (incorporated by reference to
Exhibit 10.45 of our report in Form 10-Q filed on November 29, 2005).
Limited Liability Company Agreement of WOLF A340 LLC, dated as of December 8, 2005, between Oasis
International Leasing (USA), Inc. and the Registrant (incorporated by reference to Exhibit 10.49 on Form S-1
Registration Statement Amendment No. 1 filed on January 9, 2006).
Credit Agreement, dated as of November 18, 2009 among Willis Lease Finance Corporation, Union Bank, N.A., as
security agent and administrative agent, and certain lenders named therein.
Statement re Computation of Per Share Earnings
Statements re Computation of Ratios
11.1
12.1
14.1 Code of Ethics
21.1
23.1 Consent of KPMG LLP
31.1
Subsidiaries of the Registrant
Certification of Charles F. Willis, IV, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of Bradley S. Forsyth, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
31.2
32
*
Portions of these exhibits have been omitted pursuant to a request for confidential treatment and the redacted
material has been filed separately with the Commission.
(d)
Financial Statements
Financial Statements are submitted as a separate section of this report beginning on page 39.
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 15, 2010
Willis Lease Finance Corporation
By:
/s/ CHARLES F. WILLIS, IV
Charles F. Willis, IV
Chairman of the Board, President, and
Chief Executive Officer
Dated:
Title
Signature
Date: March 15, 2010
Date: March 15, 2010
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ CHARLES F. WILLIS, IV
Charles F. Willis, IV
Chief Financial Officer
and Senior Vice President
(Principal Finance and Accounting Officer)
/s/ BRADLEY S. FORSYTH
Bradley S. Forsyth
Date: March 15, 2010
Director
Date: March 15, 2010
Director
Date: March 15, 2010
Director
Date: March 15, 2010
Director
Date: March 15, 2010
Director
/s/ ROBERT T. MORRIS
Robert T. Morris
/s/ HANS JORG HUNZIKER
Hans Jorg Hunziker
/s/ W. WILLIAM COON, JR.
W. William Coon, Jr.
/s/ AUSTIN C. WILLIS
Austin C. Willis
/s/ GERARD LAVIEC
Gerard Laviec
38
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008
Consolidated Statements of Income for the years ended December 31, 2009, December 31, 2008 and December 31, 2007
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2009,
December 31, 2008 and December 31, 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2009, December 31, 2008 and December 31,
2007
Notes to Consolidated Financial Statements
40
41
42
43
44
45
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Willis Lease Finance Corporation:
We have audited the accompanying consolidated balance sheets of Willis Lease Finance Corporation and subsidiaries
(the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders’ equity and
comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009. In connection
with our audits of the consolidated financial statements, we have also audited financial statement schedules I and II. We also have
audited the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.
The Company’s management is responsible for these consolidated financial statements and financial statement schedules, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing
under Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Willis Lease Finance Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of
their operations and its cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with
U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set
forth therein. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission”.
/s/ KPMG LLP
San Francisco, California
March 15, 2010
40
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
ASSETS
Cash and cash equivalents
Restricted cash
Equipment held for operating lease, less accumulated depreciation of $160,702 and
$138,607 at December 31, 2009 and 2008, respectively
Equipment held for sale
Operating lease related receivable, net of allowances of $467 and $339 at December 31,
2009 and 2008, respectively
Notes receivable
Investments
Assets under derivative instruments
Property, equipment & furnishings, less accumulated depreciation of $3,305 and $2,651 at
December 31, 2009 and 2008, respectively
Equipment purchase deposits
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses
Liabilities under derivative instruments
Deferred income taxes
Notes payable, net of discount of $3,211 and $3,887 at December 31, 2009 and 2008,
respectively
Maintenance reserves
Security deposits
Unearned lease revenue
Total liabilities
December 31,
2009
December 31,
2008
$
2,056
59,630
$
976,822
14,263
5,783
943
10,701
3,689
7,296
2,082
14,437
1,097,702
14,352
11,584
69,118
726,235
46,752
5,481
3,387
876,909
$
$
$
$
8,618
69,194
829,739
21,191
8,010
—
10,434
276
7,751
13,474
14,025
982,712
12,732
20,810
56,118
641,125
49,158
5,179
5,383
790,505
Shareholders’ equity:
Preferred stock ($0.01 par value, 5,000,000 shares authorized; 3,475,000 shares issued and
outstanding at December 31, 2009 and 2008, respectively)
31,915
31,915
Common stock ($0.01 par value, 20,000,000 shares authorized; 9,181,620 and 9,077,905
shares issued and outstanding at December 31, 2009 and 2008, respectively)
Paid-in capital in excess of par
Retained earnings
Accumulated other comprehensive loss, net of income tax benefit of $4,845 and $8,571 at
December 31, 2009 and 2008, respectively
Total shareholders’ equity
Total liabilities and shareholders’ equity
92
60,671
136,402
(8,287)
220,793
1,097,702
$
$
91
57,939
117,163
(14,901 )
192,207
982,712
See accompanying notes to the consolidated financial statements.
41
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)
REVENUE
Lease rent revenue
Maintenance reserve revenue
Gain on sale of leased equipment
Other income
Total revenue
EXPENSES
Depreciation expense
Write-down of equipment
General and administrative
Technical expense
Net finance costs:
Interest expense
Interest income
Net (gain)/loss on debt extinguishment
Total net finance costs
Total expenses
Earnings from operations
Earnings from joint venture
Income before income taxes
Income tax expense
Net income
Preferred stock dividends paid and declared-Series A
Net income attributable to common shareholders
Basic earnings per common share:
Diluted earnings per common share:
Average common shares outstanding
Diluted average common shares outstanding
See accompanying notes to the consolidated financial statements.
2009
Years Ended December 31,
2008
2007
$
$
102,390
46,049
1,043
958
150,440
$
102,421
33,716
12,846
3,823
152,806
86,084
28,169
7,389
768
122,410
44,091
6,133
26,765
7,149
36,013
(280)
(876)
34,857
118,995
37,438
6,655
27,085
3,673
38,640
(1,887)
—
36,753
111,604
31,136
4,335
20,551
2,543
37,940
(3,795)
2,667
36,812
95,377
31,445
41,202
27,033
942
797
700
32,387
(10,020)
22,367
$
41,999
(15,398)
26,601
$
27,733
(10,069)
17,664
3,128
3,128
3,128
19,239
$
23,473
$
14,536
2.30
$
2.85
$
2.14
$
2.68
$
8,364
8,983
8,242
8,760
1.79
1.66
8,115
8,742
$
$
$
$
42
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
Balances at December 31, 2006
Net income
Unrealized loss from derivative instruments, net of tax
benefit of $3,327
Total comprehensive income
Preferred stock dividends paid
Shares issued under stock compensation plans
Stock-based compensation expense
Tax benefit on disqualified dispositions of shares
Issued and
Outstanding
Shares of
Common
Stock
Common
Stock
8,010
$
—
—
—
423
—
—
80
—
—
—
4
—
—
Preferred
Stock
$ 31,915
—
—
—
—
—
—
Paid-in
Capital in
Excess of par
$
53,820
—
—
—
1,115
599
178
Accumulated Other
Comprehensive
Income/(Loss)
$
Retained
Earnings
(967) $ 79,154
Total
Shareholders’
Equity
$
164,002
—
17,664
17,664
(5,782)
—
(5,782 )
11,882
(3,128)
(3,128 )
—
—
—
1,119
599
178
—
—
—
—
Balances at December 31, 2007
$ 31,915
8,433
$
84
$
55,712
$
(6,749) $ 93,690
$
174,652
Net income
Unrealized loss from derivative instruments, net of tax
benefit of $4,685
Total comprehensive income
Preferred stock dividends paid
Shares issued under stock compensation plans
Stock-based compensation expense
Tax on disqualified dispositions of shares
—
—
—
—
—
—
—
—
—
645
—
—
—
—
—
7
—
—
—
—
—
626
1,693
(92)
—
26,601
26,601
(8,152)
—
(8,152 )
18,449
(3,128)
(3,128 )
—
—
—
633
1,693
(92 )
—
—
—
—
Balances at December 31, 2008
$ 31,915
9,078
$
91
$
57,939
$
(14,901) $ 117,163
$
192,207
Net income
Unrealized gain from derivative instruments, net of tax loss
of $3,726
Total comprehensive income
Preferred stock dividends paid
Shares repurchased
Shares issued under stock compensation plans
Stock-based compensation expense
Tax on disqualified dispositions of shares
—
—
—
—
—
—
—
—
—
—
(3)
107
—
—
—
—
—
—
1
—
—
—
—
—
(40)
816
2,435
(479)
—
22,367
22,367
6,614
—
6,614
28,981
—
—
—
—
—
(3,128)
(3,128 )
—
—
—
—
(40 )
817
2,435
(479 )
Balances at December 31, 2009
$ 31,915
9,182
$
92
$
60,671
$
(8,287) $ 136,402
$
220,793
See accompanying notes to the consolidated financial statements.
43
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31,
2008
2007
2009
$
22,367 $
26,601 $
17,664
44,091
6,133
2,435
4,521
676
258
570
(1,043)
(400)
—
(2,557)
—
(942)
(876)
1,657
(943)
(430)
(2,511)
9,273
9,395
(2,406)
302
(1,996)
87,574
25,493
6,580
169
—
675
(205,132)
(199)
(172,414)
397,630
(4,201)
(3,128)
817
(479)
—
(40)
(312,321)
78,278
(6,562)
8,618
37,438
6,655
1,693
4,831
595
—
278
(12,846)
—
(2,211)
—
—
(797)
—
(2,738)
—
(3,421)
611
14,172
(18,349)
(323)
(711)
90
51,568
99,493
—
14,116
3,500
690
(233,748)
(1,593)
(117,542)
394,682
(3,477)
(3,128)
633
(92)
—
—
(321,260)
67,358
1,384
7,234
31,136
4,335
599
3,912
385
—
(17 )
(7,389 )
—
—
—
33
(700 )
2,667
(531 )
12
(1,734 )
(5,883 )
9,491
(14,207 )
12,736
1,041
1,333
54,883
36,471
—
(184 )
—
975
(201,702 )
(44 )
(164,484 )
191,552
(4,972 )
(3,128 )
1,119
178
22,190
—
(90,491 )
116,448
6,847
387
$
2,056 $
8,618 $
7,234
$
$
16,496 $
544 $
30,994 $
2,269 $
35,311
15
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
Write-down of equipment
Stock-based compensation expenses
Amortization of deferred costs
Amortization of loan discount
Amortization of interest rate derivative cost
Allowances and provisions
Gain on sale of leased equipment
Gain on sale of leased equipment deposits
Gain on insurance settlement
Settlement of interest rate derivative
Loss on disposition of property, plant & equipment
Income from joint venture
Net (gain)/loss on debt extinguishment
Changes in assets and liabilities:
Receivables
Notes receivable
Other assets
Accounts payable and accrued expenses
Deferred income taxes
Restricted cash
Maintenance reserves
Security deposits
Unearned lease revenue
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from sale of equipment held for operating lease (net of selling expenses)
Proceeds from sale of equipment deposits (net of selling expenses)
Restricted cash for investing activities
Proceeds from insurance settlement
Distributions from joint venture
Purchase of equipment held for operating lease
Purchase of property, equipment and furnishings
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of notes payable
Debt issuance cost
Distribution to preferred stockholders
Proceeds from shares issued under stock compensation plans
Excess tax benefit (cost) from stock-based compensation
Decrease in restricted cash
Repurchase of common stock
Principal payments on notes payable
Net cash provided by financing activities
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Net cash paid for:
Interest
Income Taxes
Supplemental disclosures of non-cash investing activities:
During the years ended December 31, 2009, 2008 and 2007, a liability of $0, $587 and $2,184,
respectively, was incurred but not paid in connection with our purchase of aircraft and engines.
See accompanying notes to the consolidated financial statements.
44
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Organization and Summary of Significant Accounting Policies
(a) Organization
Willis Lease Finance Corporation (“Willis” or the “Company”) is a provider of aviation services whose primary focus is
on providing operating leases of commercial aircraft engines and other aircraft-related equipment to air carriers, manufacturers
and overhaul/repair facilities worldwide. Willis also engages in the selective purchase and resale of commercial aircraft engines.
WLFC (Ireland) Limited and WLFC Funding (Ireland) Limited are wholly-owned subsidiaries of Willis and were
formed in 1998 and 2001, respectively, to facilitate certain of Willis’ international leasing activities.
During 2005, Willis Engine Securitization Trust (“WEST”) was established for the purpose of financing aircraft engines.
WEST purchased Willis Engine Funding LLC (“WEF”), a wholly owned subsidiary of Willis. WEF was renamed WEST Engine
Funding LLC. WEF is a Delaware limited liability company and was established in 2002 for the purpose of financing aircraft
engines and is a special-purpose bankruptcy-remote entity. WEST Engine Funding (Ireland) Limited is a wholly-owned
subsidiary of WEST and was established in 2005 to facilitate certain international leasing activities.
In the prior years’ comparative income statement, Gain on sale of leased equipment and Write-down of equipment were
changed to reflect current year presentation, with write-down of consignment inventory recorded as an increase in Write-down of
equipment rather than a decrease in Gain on sale of leased equipment. In the prior years’ comparative income statement, General
and administrative expense and Technical expense were changed to reflect current year presentation, with Technical expense
disclosed as a separate expense line item due to its materiality.
Management considers the continuing operations of our company to operate in one reportable segment.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of Willis, WEST, WEF, WEST Engine Funding (Ireland)
Limited, WLFC (Ireland) Limited and WLFC Funding (Ireland) Limited (together, the “Company”). All intercompany balances
and transactions have been eliminated in consolidation.
(c) Revenue Recognition
Revenue from leasing of aircraft equipment is recognized as operating lease revenue straight-line over the terms of the
applicable lease agreements. Revenue is not recognized when cash collection is not reasonably assured. When collectability is not
reasonably assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received.
We regularly sell equipment from our lease portfolio. This equipment may or may not be subject to a lease at the time of
sale. The gain or loss on such sales is recognized as revenue and consists of proceeds associated with the sale less the net book
value of the asset sold and any direct costs associated with the sale. To the extent that deposits associated with the engine are not
included in the sale we include any such amount in our calculation of gain or loss.
In the year ended December 31, 2008, the Company sold a portfolio of ten engines to an investor group for $63.0
million. After the date of sale, the Company retains responsibility to manage the engines sold to the investor group. Because the
arrangement has multiple deliverables, the Company evaluated the arrangement under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 605-25, Revenue Recognition: Multiple Element Arrangements (“FASB
ASC 605-25”), formerly Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, which
addresses accounting for multiple element arrangements. The Company has determined that the two deliverables under the
arrangements, the sale of the engines and the management services, are separate units of accounting. Therefore, revenue is
recognized in accordance with FASB ASC 605-10-S99, Revenue Recognition: Overall: SEC Materials, formerly SAB 104, for
each unit.
One requirement of FASB ASC 605-25 for the two deliverables to be accounted for as separate units of accounting is
that management can determine the fair value of the undelivered item (the management services), when the first item (the sale of
engines) is delivered. Assessing fair value evidence requires judgment. In determining fair value, the Company has reviewed
45
information from management agreements entered into by other parties on a standalone basis, compared it to the management
agreement entered into during the quarter and determined that the fees charged on a standalone basis were comparable to the fees
charged when the Company entered into the management agreement concurrent with the sale of the portfolio of engines.
Accordingly it was able to determine that the fees charged for its management services were comparable to those charged by
other asset managers for the same service. As such, the Company has concluded that evidence exists to support its assessment of
the fair value of the management services.
Based on the conclusion that the sale of engines and the management services can be accounted for separately, the
Company recognized a $11.1 million gain on sale of the ten engine portfolio in the year ended December 31, 2008. The gain
recorded was the difference between the sales price and the net book value of the engines sold.
The Company recognizes revenue from management fees under equipment management agreements as earned on a
monthly basis. Management fees are based upon a percentage of net lease rents of the investor group’s engine portfolio calculated
on an accrual basis.
Under the terms of some of our leases, the lessees pay use fees (also known as maintenance reserves) to us based on
usage of the leased asset, which are designed to cover expected future maintenance costs. Some of these amounts are
reimbursable to the lessee if they make specifically defined maintenance expenditures. Use fees received are recognized in
revenue as maintenance reserve revenue if they are not reimbursable to the lessee. Use fees that are reimbursable are recorded as a
maintenance reserve liability until they are reimbursed to the lessee or the lease terminates, at which time they are recognized in
revenue as maintenance reserve revenue.
Certain lessees may be significantly delinquent in their rental payments and may default on their lease obligations. As of
December 31, 2009, we had an aggregate of approximately $2.7 million in lease rent and $1.4 million in maintenance reserve
payments more than 30 days past due. Our inability to collect receivables or to repossess engines or other leased equipment in the
event of a default by a lessee could have a material adverse effect on us.
(d) Equipment Held for Operating Lease
Aircraft assets held for operating lease are stated at cost, less accumulated depreciation. Certain costs incurred in
connection with the acquisition of aircraft assets are capitalized as part of the cost of such assets. Major overhauls paid for by us,
which improve functionality or extend original useful life, are capitalized and depreciated over the estimated remaining useful life
of the equipment. The cost of overhauls of aircraft assets under long term leases, for which the lessee is responsible for
maintenance during the period of the lease, are paid for by the lessee or from reimbursable maintenance reserves paid to the
Company in accordance with the lease, and are not capitalized.
Based on specific aspects of the equipment, we generally depreciate engines on a straight-line basis over a 15-year
period from the acquisition date to a 55% residual value. We believe that this methodology accurately reflects our typical holding
period for the assets and, that the residual value assumption reasonably approximates the selling price of the assets 15 years from
date of acquisition.
For engines or aircraft that are unlikely to be repaired at the end of the current expected useful lives, we depreciate the
engines or aircraft over their estimated lives to a residual value based on an estimate of the wholesale value of the parts after
disassembly.
The spare parts packages owned by us are depreciated on a straight-line basis over an estimated useful life of 15 years to
a 25% residual value. The aircraft owned by us are depreciated on a straight-line basis over an estimated useful life of 13 to 20
years to a 15% to 17% residual value.
The Company reviews its long-lived assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets and certain
identifiable intangibles to be disposed are reported at the lower of carrying amount or fair value less cost to sell. Impairment is
identified by comparison of undiscounted forecast cash flows, including estimated sales proceeds, over the life of the asset with
the assets’ book value. If the forecast undiscounted cash flows are less than the book value the asset is written down to its fair
value. Fair value is determined by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other
factors considered relevant by Management. We conduct a formal annual review of the carrying value of long-lived assets and
also evaluate assets during the year if we note a triggering event indicating an impairment is possible. Such reviews resulted in
impairment charges for engines and aircraft of $3.0 million, $6.1 million and $3.8 million (disclosed separately as “Write-down
of equipment” in the Consolidated Statements of Income) in 2009, 2008 and 2007, respectively.
46
(e) Debt Issuance Costs and Related Fees
To the extent that we are required to pay fees in order to secure debt, such fees are capitalized and amortized over the life
of the related loan using the effective interest method.
(f) Maintenance and Repair Costs
Maintenance and repair costs under our leases are generally the responsibility of the lessees. Under many of our leases,
lessees pay periodic use fees (often called maintenance reserves) to us based on the usage of the asset. Under the terms of some of
our leases, the lessees pay amounts to us based on usage, which are designed to cover the expected maintenance cost. Some of
these amounts are reimbursable to the lessee if they make specifically defined maintenance expenditures.
Use fees received are recognized in maintenance reserve revenue if they are not reimbursable to the lessee. Use fees that
are reimbursable are included in maintenance reserve liability until they are reimbursed to the lessee or the lease terminates, at
which time they are recognized in maintenance reserve revenue. Our expenditures for maintenance are expensed as incurred.
Expenditures that meet the criteria for capitalization are recorded as an addition to equipment recorded on the balance sheet.
Major overhauls paid for by us, which improve functionality or extend original useful life, are capitalized and depreciated over
the estimated remaining useful life of the equipment.
(g)
Interest Rate Hedging
We have entered into various derivative instruments to mitigate our exposure on our variable rate borrowings. The
derivative instruments are fixed-rate interest swaps and are recorded at fair value as either an asset or liability.
While substantially all our derivative transactions are entered into for the purposes described above, hedge accounting is
only applied where specific criteria have been met and it is practicable to do so. In order to apply hedge accounting, the
transaction must be designated as a hedge and it must be highly effective. The hedging instrument’s effectiveness is assessed
utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. All of the
transactions that we have designated as hedges are cash flow hedges. 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. The ineffective portion of the
hedges are recorded in earnings in the current period.
(h) Income Taxes
We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates
applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and
liabilities. The effect on deferred taxes of a change in the tax rates is recognized in income in the period that includes the
enactment date.
The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not
of being sustained on audit, based on the technical merits of the position. Recognized income tax positions are measured at the
largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period
in which the change in judgment occurs. We did not carry any specified tax reserves as of December 31, 2007. Since adoption, we
evaluated income tax uncertainty risk areas and exposures and reserved $176,000 as of December 31, 2008. We did not carry any
specified tax reserves as of December 31, 2009.
The Company files income tax returns in various states and countries which may have different statutes of limitations.
The Company records penalties and accrued interest related to uncertain tax positions in income tax expense. Such adjustments
have historically been minimal and immaterial to our financial results.
(i) Property, Equipment and Furnishings
Property, equipment and furnishings are recorded at cost and depreciated using the straight-line method over the
estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are recorded at cost
and depreciated by the straight-line method over the shorter of the lease term or useful life of the leasehold.
47
(j) Cash and Cash Equivalents
We consider highly liquid investments readily convertible into known amounts of cash, with original maturities of 90
days or less, as cash equivalents.
(k) Restricted Cash
We have certain bank accounts that are subject to restrictions in connection with our WEST borrowings. Under WEST,
cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and
defined expenses, are distributed to us. Additionally, maintenance reserve payments and lease security deposits are accumulated
in restricted accounts and are not available for general use.
Cash from maintenance reserve payments are held in the restricted cash account and are subject to a minimum balance
established annually based on an engine portfolio maintenance reserve study provided by a third party. This structure was
incorporated into the Indenture in December 2007, which resulted in the redeployment of cash that is now available to fund future
engine purchases. Any excess maintenance reserve amounts remain within the restricted cash accounts and are utilized for the
purchase of new engines. Engines purchased with these funds are not included as part of the borrowing capacity for WEST.
Maintenance reserve accounts are only available to meet the costs of specified engine maintenance or repair provisions and can be
reimbursed to the lessee. In the event an engine is sold, accumulated maintenance reserves remaining after the sale may be used
for new engine purchases.
Security deposits are held until the end of the lease, at which time provided return conditions have been met, the deposit
will be returned to the lessee. To the extent return conditions are not met, these deposits may be retained by us. Further, WEST
deposits cash in the Senior Restricted Cash Account in an amount equal to 4% of the sum of the outstanding principal balance of
the Series 2005-A1 notes and in the Junior Restricted Cash Account in an amount equal to 3% of the sum of the outstanding
principal balances of all Series of Series B notes. A Senior Liquidity Facility was established in December 2007 which replaced
the need to maintain cash reserves for the Series 2005-A2 notes and the Series 2008-A1 notes.
(l) Management Estimates
These financial statements have been prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States.
The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing
basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and bad debts. We
base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
Management believes that the accounting policies on revenue recognition, maintenance reserves and expenditures, useful
life of equipment, asset residual values, asset impairment and allowance for doubtful accounts are critical to the results of
operations.
If the useful lives or residual values are lower than those estimated by us, upon sale of the asset a loss may be realized.
Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of
projected undiscounted cash-flows and should different conditions prevail, material impairment write-downs may occur.
48
(m) Per share information
Basic earnings per common share is computed by dividing net income by the weighted-average number of common
shares outstanding during the period. The computation of fully diluted earnings per share is similar to the computation of basic
earnings per share, except for the inclusion of all potentially dilutive common shares. The reconciliation between basic common
shares and fully diluted common shares is presented below:
Shares:
Weighted-average number of common shares outstanding
Potentially dilutive common shares
Total shares
Potential common stock excluded as anti-dilutive in period
(n) Investments
2009
Years Ended December 31,
2008
(in thousands)
2007
8,364
619
8,983
39
8,242
518
8,760
111
8,115
627
8,742
219
We have one investment in a joint venture where we own 50% of the equity of the venture and we have significant
influence. We account for this investment using the equity method of accounting. The investment is recorded at the amount
invested plus or minus our 50% share of net income or loss less any distributions or return of capital received from the entity.
We also have an investment in a non-marketable security where management does not have significant influence and is
recorded at cost. Management evaluates the investment for impairment quarterly. No adjustment to the carrying value was
required during the periods presented.
(o) Stock Based Compensation
We recognize compensation expense in the financial statements for share-based awards based on the grant-date fair value
of those awards. Additionally, stock-based compensation expense includes an estimate for pre-vesting forfeitures and is
recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the
vesting term.
(p) Initial Direct Costs associated with Leases
We account for the initial direct costs, including sales commission and legal fees, incurred in obtaining a new lease by
deferring and amortizing those costs over the term of the lease. The amortization of these costs is recorded under General and
Administrative expenses in the Consolidated Statements of Income. The amounts amortized were $1.6 million, $2.0 million and
$1.4 million for the years ended December 31, 2009, 2008 and 2007, respectively.
(q) Fair Value Measurements:
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use
of unobservable inputs, to the extent possible. Fair value measurements are categorized according to a fair value hierarchy based
on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure
fair value which are the following:
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.
As of December 31, 2009, we measure the fair value of our interest rate swaps of $528.0 million (notional amount) based
49
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, at December 31, 2009, has used creditworthiness
inputs that corroborate observable market data evaluating the Company’s and counterparties’ risk of non-performance. We have
interest rate swap agreements which have a cumulative liability net fair value of $7.9 million and $20.5 million as of
December 31, 2009 and December 31, 2008, respectively. In 2009 and 2008, $16.2 million and $5.2 million, respectively, were
realized through the income statement as an increase in interest expense.
The following table shows by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as
of December 31, 2009 and 2008:
Balance at December 31, 2008
Derivatives
Total
Balance at December 31, 2009
Derivatives
Total
Assets and Liabilities at Fair Value (in thousands)
Total
Level 1
Level 2
Level 3
(20,534) $
(20,534) $
—
—
$
$
—
—
$
$
(20,534 )
(20,534 )
Total
Level 1
Level 2
Level 3
(7,895) $
(7,895) $
—
—
$
$
(7,895 ) $
(7,895 ) $
—
—
$
$
$
$
The following table shows the fair value activity, measured by Level 3 inputs, as of December 31, 2009 and 2008:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance, January 1, 2008
Total gains or losses (realized/unrealized)
Included in earnings
Included in other comprehensive income
Purchases, issuances and settlements
Transfers in and/or out of Level 3
Ending balance, December 31, 2008
Total gains or losses (realized/unrealized)
Included in earnings
Included in other comprehensive income
Purchases, issuances and settlements
Transfers in and/or out of Level 3
Ending balance, December 31, 2009
(in thousands)
$
(7,697 )
—
(12,837)
—
—
(20,534 )
—
—
—
20,534
—
$
$
In 2009 and 2008, all hedges were effective and no change in fair value was recorded in earnings.
We determine fair value of long-lived assets held and used by reference to independent appraisals, quoted market prices
(e.g., an offer to purchase) and other factors. At December 31, 2009, the Company used Level 2 inputs to measure the fair value
of long-lived assets held and used. These assets, with a carrying amount of $19.2 million, were written down to their fair value of
$16.2 million, resulting in an impairment charge of $3.0 million, which was included in earnings in 2009. In 2008, long-lived
assets held and used with a carrying amount of $23.5 million were written down to their fair value of $17.4 million, resulting in
an impairment charge of $6.1 million. At December 31, 2009, the Company used Level 2 inputs to measure the fair value of
engines that were held as consignment inventory with third parties. An asset write-down of $3.1 million and $0.6 million was
recorded in 2009 and 2008, respectively, based upon a comparison of the asset net book values with the revised net proceeds
expected from part sales arising from consignment of the engines.
(r) Recent Accounting Pronouncements
In June 2009, the FASB issued an amendment to FASB ASC 810, Consolidation, formerly SFAS No. 167, Amendments
to FASB Interpretation No. 46(R). FASB ASC 810 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the
qualifying special-purpose entity concept in FASB ASC 860, and (2) constituent concerns about the application of certain key
provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always
provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be
50
applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The
Company does not expect the adoption of FASB ASC 810 to have an impact on our Consolidated Financial Statements.
In September 2009, the FASB issued Accounting Standards Update No. 2009-13 (“ASU 2009-13”), which addressed the
accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately
rather than as a combined unit. ASU 2009-13 will require the companies to allocate the overall consideration to each deliverable
by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific
objective evidence or other third-party evidence of the selling price. ASU 2009-13 will be effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and early adoption will be
permitted. The Company is assessing the potential impact of the adoption of ASU 2009-13 on our Consolidated Financial
Statements.
In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires
reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers
into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a
gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods
beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning
after December 15, 2010. We do not expect the adoption of ASU 2010-6 to have a material impact on our Consolidated Financial
Statements.
During 2009, the FASB issued several ASU’s — ASU No. 2009-05 through ASU No. 2009-15. Except for those ASU’s
discussed above, the ASU’s entail technical corrections to existing guidance or affect guidance related to specialized industries or
entities and therefore do not have a material impact on the Company’s financial position and results of operations.
(s) Subsequent Events
We have evaluated subsequent events through the date that the financial statements were issued. On January 5, 2010,
Mesa Airlines filed for protection under Chapter 11 of the bankruptcy code. At the time of their filing, Mesa leased six engines
from us with a total net book value of $10.5 million as of December 31, 2009. We expect that Mesa will return certain engines to
us and continue to lease certain others. Under the terms of our leases, Mesa is not required to pay maintenance reserves on a
current basis unless they have had net losses for three consecutive quarters. Mesa had not had three consecutive loss quarters
prior to its filing. At December 31, 2009, Mesa had no unpaid balance due.
(2) Equipment Held for Lease
At December 31, 2009, we had 169 aircraft engines and related equipment with a cost of $1,113.6 million, three spare
parts packages with a cost of $5.1 million and four aircraft with a cost of $18.8 million, in our operating lease portfolio. At
December 31, 2008, we had 160 aircraft engines and related equipment with a cost of $944.5 million, three spare parts packages
with a cost of $5.1 million and four aircraft with a cost of $18.8 million, in our operating lease portfolio.
A majority of our aircraft equipment is leased and operated internationally. All leases relating to this equipment are
denominated and payable in U.S. dollars.
We lease our aircraft equipment to lessees domiciled in eight geographic regions. The tables below set forth geographic
information about our leased aircraft equipment grouped by domicile of the lessee (which is not necessarily indicative of the
asset’s actual location):
Lease rent revenue
Region
United States
Mexico
Canada
Europe
South America
Asia
Africa
Middle East
Totals
2009
Years Ended December 31,
2008
(in thousands)
2007
$
$
21,944
5,548
1,264
31,057
16,575
19,164
480
6,358
102,390
$
$
20,933
6,876
825
31,692
14,701
22,860
574
3,960
102,421
$
$
13,831
5,863
—
28,863
11,049
20,705
1,212
4,561
86,084
51
Lease rent revenue less applicable depreciation and interest:
Region
United States
Mexico
Canada
Europe
South America
Asia
Africa
Middle East
Off-lease and other
Totals
Net book value of equipment held for operating lease:
Region
United States
Mexico
Canada
Europe
South America
Asia
Africa
Middle East
Off-lease and other
Totals
2009
Years Ended December 31,
2008
(in thousands)
2007
12,059
3,203
831
15,916
6,806
8,778
316
3,824
(8,198)
43,535
$
$
9,271
2,195
420
12,555
4,750
10,085
302
1,571
(4,363)
36,786
$
$
3,741
1,042
—
7,904
1,207
7,236
547
1,090
(4,013)
18,754
2009
Years Ended December 31,
2008
(in thousands)
2007
187,598
46,557
9,416
245,683
143,608
143,979
4,118
63,043
132,820
976,822
$
$
144,696
38,920
9,713
225,055
134,430
161,605
—
46,023
69,297
829,739
$
$
100,641
50,771
—
255,706
84,367
146,318
4,494
34,461
68,069
744,827
$
$
$
$
As of December 31, 2009 and 2008, the lease status of the equipment held for operating lease was as follows:
Lease Term
Off-lease and other
Month-to-month leases
Leases expiring 2010
Leases expiring 2011
Leases expiring 2012
Leases expiring 2013
Leases expiring 2014
Leases expiring thereafter
Lease Term
Off-lease and other
Month-to-month leases
Leases expiring 2009
Leases expiring 2010
Leases expiring 2011
Leases expiring 2012
Leases expiring 2013
Leases expiring thereafter
December 31, 2009
Net Book Value
(in thousands)
$
$
132,820
95,956
312,558
124,515
65,999
69,447
38,721
136,806
976,822
December 31, 2008
Net Book Value
(in thousands)
$
$
69,297
129,540
242,812
106,456
65,798
70,325
61,860
83,651
829,739
52
As of December 31, 2009, minimum future payments under non-cancelable leases were as follows:
Year
2010
2011
2012
2013
2014
Thereafter
(3) Notes Receivable
(in thousands)
66,512
45,819
33,021
23,973
18,232
32,408
219,965
$
$
At December 31, 2009, we had Notes Receivable of $0.9 million relating to three months of lease rents owing from two
lessees for six leased engines. The notes are payable over a period of two years at varying rates of interest between 8.0% and
8.5% per annum. The final payment is due December 2011.
(4) Investments
In July 1999, we entered into an agreement to participate in a joint venture formed as a limited company - Sichuan
Snecma Aero-engine Maintenance Co. Ltd. (“Sichuan Snecma”) for the purpose of providing airlines in the Asia Pacific area with
modern maintenance, leased engines and spare parts. Sichuan Snecma focuses on providing maintenance services for CFM56
series engines and is located in Chengdu, China. Our investment of $1.48 million (2008, $1.48 million) represents a 4.6% interest
in the joint venture.
We hold a fifty percent membership interest in a joint venture, WOLF A340, LLC, a Delaware limited liability company,
(“WOLF”). On December 30, 2005, WOLF completed the purchase of two Airbus A340-313 aircraft from Boeing Aircraft
Holding Company for a purchase price of $96.0 million. The purchase was funded by four term notes with one financial
institution totaling $76.8 million, with interest payable at LIBOR plus 1.0% to 2.5% and maturing in 2013. These aircraft are
currently on lease to Emirates until 2013. Our investment in the joint venture is $9.2 million and $9.0 million as of December 31,
2009 and December 31, 2008, respectively.
Years Ended December 31, 2009 and 2008
Investment in WOLF A340, LLC as of December 31, 2007
Investment
Earnings from joint venture
Distribution
Investment in WOLF A340, LLC as of December 31, 2008
Investment
Earnings from joint venture
Distribution
Investment in WOLF A340, LLC as of December 31, 2009
(in thousands)
$
$
$
8,847
—
797
(690)
8,954
—
942
(675)
9,221
53
(5) Notes Payable
Notes payable consisted of the following:
As of December 31,
2009
2008
(in thousands)
Credit facility at a floating rate of interest of LIBOR plus 3.50%, secured by engines. The
facility has a committed amount of $240.0 million, which revolves until the maturity
date of November 2012.
$
222,500
$
—
Credit facility at a floating rate of interest of LIBOR plus 1.75%, secured by engines. The
facility had a committed amount of $289.0 million and was repaid in November 2009.
—
187,668
WEST Series 2005-A1 term notes payable of $130.1 million (2008, $147.4 million)
payable at a floating rate of interest based on LIBOR plus 1.25%, maturing in July 2018;
and $20.0 million (2008, $21.8 million) Series 2005-B1 term notes payable at LIBOR
plus 6.00%, maturing in July 2020. Secured by engines.
150,022
169,272
WEST Series 2008-A1 term notes payable, a floating rate of interest based on LIBOR plus
1.50%, maturing in March 2021. Secured by engines.
183,795
200,132
WEST Series 2007-A2 warehouse notes payable of $127.0 million (2008, $52.0 million)
payable at a floating rate of interest based on LIBOR plus 1.25%, maturing in
December 2020; and $18.4 million (2008, $7.6 million) Series 2007-B2 warehouse
notes payable at LIBOR plus 2.75%, maturing in December 2022. Secured by engines.
Note payable at a floating rate of LIBOR plus 3.50%, maturing in July 2010. Secured by
Series 2008-B1 notes ($17.9 million).
Note payable at a fixed interest rate of 8.00%, unsecured, maturing in December 2013.
Note payable at a floating rate of LIBOR plus 1.20%, maturing in October 2011. Secured
by an aircraft.
Note payable at a floating rate of LIBOR plus 1.50%, maturing in October 2011. Secured
by an aircraft.
Total notes payable before discount
WEST Series 2005-A1 term notes discount, $3,000 at issuance, and WEST Series 2008-
A1 term notes discount, $2,888 at issuance, net of amortization
Total notes payable
145,415
59,617
20,000
1,500
20,000
1,500
5,601
5,894
613
929
$
729,446
$
645,012
(3,211)
(3,887)
$
726,235
$
641,125
At December 31, 2009, one-month LIBOR was 0.23%. At December 31, 2008, the one-month LIBOR rate was 0.44%.
Principal outstanding at December 31, 2009, is repayable as follows:
Year
2010
2011
2012 (includes $222.5 million outstanding on revolving credit facility)
2013
2014
Thereafter
(in thousands)
$
$
54,007
53,194
270,111
49,111
47,611
255,412
729,446
Certain of the debt instruments above have covenant requirements such as minimum tangible net worth, maximum
balance sheet leverage and various interest coverage ratios. The Company also has certain negative financial covenants such as
54
liens, advances, change in business, sales of assets, dividends and stock repurchase. These covenants are tested quarterly and the
Company was in full compliance with all covenant requirements at December 31, 2009.
At December 31, 2009, we had a $240.0 million revolving credit facility to finance the acquisition of aircraft engines for
lease as well as for general working capital purposes. We closed on this facility on November 20, 2009 and it replaced a $289.0
million revolving credit facility for which the revolving period had ended on June 30, 2009 with a final maturity on June 30,
2010. The proceeds from the new facility, net of $3.5 million in debt issuance costs, was used to pay off the balance remaining
from the previous facility, with any shortfall made up from unrestricted cash balances. As of December 31, 2009, $17.5 million
was available under this facility. The revolving facility ends in November 2012. The interest rate on this facility at December 31,
2009 was one-month LIBOR plus 3.50%. Under the revolver facility, all subsidiaries except WEST Engine Funding LLC jointly
and severally guarantee payment and performance of the terms of the loan agreement. The maximum guarantee is $240.0 million
plus any accrued and unpaid interest, fees or reimbursements but is limited at any given time to the sum of the principal
outstanding plus accrued interest and fees. The guarantee would be triggered by a default under the agreement.
On August 9, 2005, we closed the Asset-Backed Securitization through a newly created, bankruptcy remote, Delaware
Statutory Trust, Willis Engine Securitization Trust (“WEST”). WEST issued and sold $228.3 million of term notes and
approximately $113.6 million of 2005 Series warehouse notes. The 2005 Series warehouse notes were increased by $57.8 million
to $171.4 million on April 16, 2007 and were then converted to term notes of WEST on March 28, 2008 with the sale of $212.4
million of Series 2008-A1 notes and $20.3 million of Series 2008-B1 notes. We used these funds net of a $2.9 million discount on
the Series 2008-A1 notes to pay off the balance remaining of the Series 2005-A2 and B2 notes of $164.1 million, pay off $62.0
million of our indebtedness related to the transfer of 11 engines from WLFC to WEST, pay transaction expenses of approximately
$3.2 million and received cash of approximately $0.5 million for general corporate purposes. Interest on the Series 2008-A1 and
B1 notes is one-month LIBOR plus a margin of 1.50% and 3.50%, respectively. The Series 2008-A1 term notes expected
maturity is March 2021 and the Series 2008-B1 term notes expected maturity is March 2023.
From March 28, 2008 to June 30, 2008, our investment banker, acting as our agent to sell the notes, was the holder of
$20.3 million of the Series 2008-B1 notes. On June 30, 2008, we secured a $20.0 million senior term loan and used the loan
proceeds to re-purchase the Series 2008-B1 from our investment banker. The Series 2008-B1 notes were pledged as collateral for
the $20.0 million senior term loan. The loan is for a term of two years with maturity on July 1, 2010 and is structured as a bullet
loan with no amortization with all amounts due at maturity. The interest rate for the term loan is one month LIBOR plus 3.50%.
Our investment banker continues to market the Series 2008-B1 notes and in the event the Series 2008-B1 notes are placed with an
investor prior to July 1, 2010, the term loan will be repaid with the proceeds from the sale of the Series 2008-B1 notes. We would
be required to fund any difference between the amount owing under the $20.0 million senior term loan and the amount of
proceeds received from the sale of the Series 2008-B1 notes. Any payment would be funded by the use of unrestricted cash
reserves, from cash flows from ongoing operations and additional financing capacity if required. Any amounts received from the
sale of the Series 2008-B1 notes at less than par would be recorded as a loan discount and would be amortized over the remaining
13 year term of the B1 notes. Any amounts received in excess of par would be recorded as a purchase premium and amortized
over the remaining 13 year term. We are also currently discussing extending the term of this loan with our investment banker,
which would allow more time for the marketing of the Series 2008-B1 notes.
WEST’s ability to make distributions and pay dividends to WLFC is subject to the prior payments of its debt and other
obligations and WEST’s maintenance of adequate reserves and capital. Under WEST, cash is collected in a restricted account,
which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to WLFC.
Additionally, maintenance reserve payments and lease security deposits are accumulated in restricted accounts and are not
available for general use. Cash from maintenance reserve payments are held in the restricted cash account and are subject to a
minimum balance established annually based on an engine portfolio maintenance reserve study provided by a third party. Any
excess maintenance reserve amounts remain within the restricted cash accounts and are utilized for the purchase of new engines.
On December 13, 2007, we closed on a new $200.0 million warehouse facility within WEST, consisting of $175.0
million of Series 2007-A2 Floating Rate Notes and $25.0 million of Series 2007-B2 Floating Rate Notes. At December 31, 2009,
$54.6 million was available under these warehouse notes. The 2007 series warehouse notes allow for borrowings during a three-
year term, after which it is expected that they will be converted to term notes of WEST. The facility has a committed amount of
$200.0 million. The Series 2007-A2 notes mature approximately December 2020 and the Series 2007-B2 notes mature
approximately December 2022.
At December 31, 2009, $333.8 million of WEST term notes and $145.4 million of WEST warehouse notes were
outstanding. The term notes are divided into $130.1 million Series 2005-A1 notes, $183.8 million Series 2008-A1 notes and $20.0
million Series 2005-B1 notes. The warehouse notes are divided into $127.0 million Series A2 notes and $18.4 million Series B2
55
notes. The assets of WEST, WEST Engine Funding LLC and any associated Owner Trust are not available to satisfy our
obligations or any of our affiliates. WEST is consolidated for financial statement presentation purposes.
WEST entered into a Senior Liquidity Facility on December 13, 2007 which expires on the final maturity date of the
Series 2008-A1 term notes in March 2021. The facility is provided by our investment bank and the maximum facility size is 4%
of the outstanding Series 2007-A2 notes and Series 2008-A1 notes. This facility replaced the requirement to maintain 4% cash
reserves for the 2007-A2 notes and the Series 2008-A1 notes. The facility may be drawn on any payment date should the cash
flow at WEST be insufficient to pay interest on the Series 2007-A2 notes, Series 2008-A1 notes and any required hedge
payments. A commitment fee is payable on the facility. The establishment of this facility resulted in the release of $7.1 million of
cash held previously in the Senior Restricted Cash Account in December 2007.
At December 31, 2009, we had warehouse and revolving credit facilities totaling approximately $440.0 million
compared to $489.0 million at December 31, 2008. At December 31, 2009, and December 31, 2008, respectively, approximately
$72.1 million and $241.7 million were available under these combined facilities.
On January 11, 2010, we closed on a new term loan for a four year term totaling $22.0 million. Interest is payable at a
fixed rate of 4.5% and principal and interest is paid quarterly. The loan is secured by engines. The funds were used to pay down
our revolving credit facility.
(6) Derivative Instruments
We hold a number of interest rate derivative instruments to mitigate exposure to changes in interest rates, in particular
one-month LIBOR, as all but $1.5 million of our borrowings at December 31, 2009 are at variable rates. As a matter of policy, we
do not use derivatives for speculative purposes. In addition, WEST is required under its credit agreement to hedge a portion of its
borrowings. At December 31, 2009, we were a party to interest rate swap agreements with notional outstanding amounts of
$528.0 million, remaining terms of between seven and 63 months and fixed rates of between 2.10% and 5.05%. At December 31,
2008, we were a party to interest rate swap agreements with notional outstanding amounts of $383.0 million, remaining terms of
between one and 72 months and fixed rates of between 2.10% and 5.05%. The net fair value of the swaps at December 31, 2009
and 2008 was negative $7.9 million and negative $20.5 million, respectively, representing a net liability for us. These amounts
represent the estimated amount we would be required to pay if we terminated the swaps.
The Company estimates the fair value of derivative instruments using a discounted cash flow technique and, as of
December 31, 2009, has used creditworthiness inputs that corroborate observable market data evaluating the Company’s and
counterparties’ 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. We apply hedge accounting and account for the change in fair value of our cash flow
hedges through other comprehensive income for all derivative instruments.
Based on the implied forward rate for LIBOR at December 31, 2009, we anticipate that net finance costs will be
increased by approximately $15.2 million for the year ending December 31, 2010 due to the interest rate derivative contracts
currently in place.
We terminated three swaps with a notional value of $105.0 million on November 18, 2009. The originally specified
hedged forecasted transactions remain probable to occur as the debt remains in place. The effective portion of the loss on these
hedges at the termination date was $2.6 million and will be reclassified into earnings over the original term of the swaps.
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The following table provides information about the fair value of our derivative instruments, by contract type:
Derivatives designated as hedging instruments
Balance Sheet Location
Derivatives
Fair Value
December 31,
2009
December 31,
2008
Interest rate contracts
Interest rate contracts
$
Assets under derivative instruments
Liabilities under derivative instruments $
(in thousands)
3,689 $
11,584 $
276
20,810
56
Earnings Effects of Derivatives Instruments on the Statements of Income
The following table provides information about the income effects of our cash flow hedging relationships for the years
ended December 31, 2009, 2008 and 2007:
Derivatives in Cash Flow Hedging
Relationships
Location of Loss (Gain) Recognized on
Derivatives in the Statements of Income
Amount of Loss (Gain) Recognized on
Derivatives in the Statements of Income
Years Ended December 31,
2008
(in thousands)
2007
2009
Interest rate contracts
Total
Interest expense (income)
$
$
16,227
16,227
$
$
5,197
5,197
$
$
(2,050 )
(2,050 )
Our derivatives are designated in a cash flow hedging relationship with the effective portion of the change in fair value
of the derivative reported in the cash flow hedges subaccount of accumulated other comprehensive income.
Effect of Derivative Instruments on Cash Flow Hedging
The following tables provide additional information about the financial statement effects related to our cash flow hedges
for the years ended December 31, 2009, 2008 and 2007:
Derivatives in Cash Flow Hedging
Relationships
Amount of Gain (Loss) Recognized
in OCI on Derivatives
(Effective Portion)
Years Ended December 31,
2008
(in thousands)
2009
2007
Location of Loss (Gain)
Reclassified
from Accumulated OCI
into Income
(Effective Portion)
Amount of Loss (Gain) Reclassified
from Accumulated OCI into Income
(Effective Portion)
Years Ended December 31,
2008
(in thousands)
2007
2009
Interest rate contracts
Total
$
$
10,340
10,340
$
$
(12,837) $
(12,837) $
(9,109)
(9,109) Total
Interest expense (income)
$
$
16,227
16,227
$
$
5,197
5,197
$
$
(2,050)
(2,050)
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. The ineffective portion of the hedges is recorded in earnings in the current period. However, these are
highly effective hedges and no significant ineffectiveness occurred in either period presented.
Counterparty Credit Risk
The Company evaluates the creditworthiness of the counterparties under its hedging agreements, all of which are large
financial institutions in the United States, Switzerland and Germany with investment grade credit ratings. Based on those ratings,
the Company believes that the counterparties are currently creditworthy and that their continuing performance under the hedging
agreements is probable, and has not required those counterparties to provide collateral or other security to the Company. As of
December 31, 2009, the Company has four hedging agreements under which the counterparties would owe $3.7 million upon
termination due to their failure to perform under the applicable agreements.
57
(7) Income Taxes
The components of income tax expense for the years ended December 31, 2009, 2008 and 2007, included in the
accompanying consolidated statements of income were as follows:
December 31, 2009
Current
Deferred
Charges in lieu of tax
Total 2009
December 31, 2008
Current
Deferred
Charges in lieu of tax
Total 2008
December 31, 2007
Current
Deferred
Charges in lieu of tax
Total 2007
Federal
State
(in thousands)
Total
$
$
$
$
$
$
(111) $
13,047
219
13,155
264
13,347
118
13,729
378
8,122
191
8,691
$
$
$
$
$
$
618
(3,774)
21
(3,135 ) $
831
825
13
1,669
33
1,369
(24)
1,378
$
$
$
$
507
9,273
240
10,020
1,095
14,172
131
15,398
411
9,491
167
10,069
The following is a reconciliation of the federal income tax expense at the statutory rate of 34% to the effective income
tax expense:
Statutory federal income tax expense
State taxes, net of federal benefit
State income tax apportionment
adjustment
Extraterritorial income exclusion
Prior year adjustments
Permanent differences and other
Effective income tax expense
2009
Years Ended December 31,
2008
(in thousands and % of pre-tax income)
2007
$
11,012
250
(2,319)
(92)
—
1,169
10,020
%
34.0
0.8
(7.2)
(0.3)
—
3.6
30.9
$
14,280
1,004
—
(169)
27
256
15,398
%
34.0
2.4
—
(0.4)
0.1
0.6
36.7
$
9,429
909
—
(150)
(170)
51
10,069
%
34.0
3.3
—
(0.5)
(0.6)
0.2
36.4
In 2009, 2008, and 2007, we determined that a number of assets and their associated leases qualify for exclusion from
federal taxable income under the Extraterritorial Income Exclusion rules, resulting in a reduction in the federal effective tax rate.
For the year ended December 31, 2009, the Company’s effective tax rate was reduced by $2.3 million related to a change
in California state tax law during 2009 regarding state apportionment of income, which is effective 2011, and due to a change in
the method used by the Company to allocate revenue to US states. These changes resulted in a reduction in the long term deferred
tax liability. For the year ended December 31, 2009, the Company also recognized an adjustment of $1.2 million increasing the
tax provision in the period related to the tax treatment of individual employee non-performance based compensation costs in
excess of $1.0 million annually. The adjustment was based on compensation earned in 2007, 2008 and 2009 that had not
previously been recognized as non-deductible for tax purposes, by period as follows: 2007 $0.2 million, 2008 $0.5 million, 2009
$0.5 million.
58
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are
presented below:
Deferred tax assets:
Charitable contribution
Unearned lease revenue
State taxes
Reserves and allowances
Other accrual
Alternative minimum tax credit
Net operating loss carry forward
Total deferred tax assets
Deferred tax liabilities:
Depreciation and impairment on aircraft engines and equipment
Section 481 Adjustment-Maintenance Reserve
Other deferred tax liabilities
Net deferred tax liabilities
Other comprehensive income, deferred tax asset
As of December 31,
2009
2008
(in thousands)
$
$
5
1,240
2,496
1,209
2,673
1,064
30,082
38,769
6
2,188
2,387
1,205
2,055
1,007
30,384
39,232
(95,753)
(12,576)
(4,403)
(112,732)
(78,963)
(20,658)
(4,300)
(103,921)
4,845
8,571
Net deferred tax liabilities
$
(69,118 ) $
(56,118 )
As of December 31, 2009, we had net operating loss carry forwards of approximately $86.7 million for federal tax
purposes and $6.8 million for state tax purposes. The federal net operating loss carry forwards will expire at various times from
2021 to 2029 and the state net operating loss carry forwards will expire at various times from 2013 to 2016. As of December 31,
2009, we also had alternative minimum tax credit of approximately $1.0 million for federal income tax purposes which has no
expiration date and which should be available to offset future regular tax liabilities. Management believes that no valuation
allowance is required on deferred tax assets, as it is more likely than not that all amounts are recoverable through future taxable
income.
(8) Fair Value of Financial Instruments
The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, operating
lease related receivable, notes receivable and accounts payable approximates fair value because of the immediate or short-term
maturity of these financial instruments.
The carrying amount of the Company’s outstanding balance on its Notes Payable as of December 31, 2009 was
estimated to have a fair value of approximately $663.4 million based on the fair value of estimated future payments calculated
using the prevailing interest rates.
(9) Risk Management — Risk Concentrations and Interest Rate Risk
Risk Concentrations
Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash deposits,
lease receivables and interest rate swaps.
We place our cash deposits with financial institutions and other creditworthy institutions such as money market funds
and limit the amount of credit exposure to any one party. We opt for security of principal as opposed to yield. In late 2008, we
moved substantial deposits to US treasury securities to avoid risk of loss. Concentrations of credit risk with respect to lease
receivables are limited due to the large number of customers comprising our customer base, and their dispersion across different
geographic areas. Some lessees are required to make payments for maintenance reserves at the end of the lease however, risk is
considered limited due to the relatively few lessees which have this provision in the lease. We enter into interest rate swap
agreements with five counterparties that are investment grade financial institutions.
59
Interest Rate Risk Management
To mitigate exposure to interest rate changes, we have entered into interest rate swap agreements. As of December 31,
2009, such swap agreements had notional outstanding amounts of $528.0 million, average remaining terms of between seven and
63 months and fixed rates of between 2.10% and 5.05%. In 2009 and 2008, $16.2 and $5.2 million was realized through the
income statement as an increase in interest expense, respectively. In 2007, $2.0 million was realized through the income
statement as a reduction in interest expense.
(10) Commitments, Contingencies, Guarantees and Indemnities
Our principal offices are located in Novato, California. We occupy space in Novato under a lease that expires
February 28, 2015. The remaining lease rental commitment is approximately $2.7 million. Equipment leasing, financing, sales
and general administrative activities are conducted from the Novato location. We also sub-lease office and warehouse space for
our operations at San Diego, California. This lease expires October 31, 2010, and the remaining lease commitment is
approximately $143,000. We also lease office space in Shanghai, China. The lease expires December 31, 2010 and the remaining
lease commitment is approximately $65,000.
We have paid deposits to secure the purchase during 2010 of four engines for a gross purchase price of $38.9 million, for
delivery in 2010. As at December 31, 2009, non-refundable deposits paid related to this purchase commitment were $2.1 million.
In October 2006, we entered into an agreement with CFM International (“CFM”) to purchase new spare aircraft engines. The
agreement specifies that, subject to availability, we may purchase up to a total of 45 CFM56-7B and CFM56-5B spare engines
over a five year period, with options to acquire up to an additional 30 engines. Our 2009 purchase orders with CFM for four
engines represent deferral of engine deliveries originally scheduled for 2009 and are included in our 2010 commitments to
purchase.
(11) Shareholders’ Equity
(a) Preferred Stock
On February 7, 2006 we completed a public offering of 3,475,000 shares of our 9.0% Series A Cumulative Redeemable
Preferred Stock with a liquidation preference of $10 per share, or approximately $34.8 million in total. After underwriting
commissions and expenses of issuance, we received net proceeds of approximately $31.9 million. The preferred stock accrues
cash dividends from the date of issuance at a rate of 9.0% per annum, or approximately $260,625 per month. The first dividend
payment was paid March 15, 2006. The payment of dividends is at the discretion of our board of directors. The Series A Preferred
Stock is traded on the NASDAQ National Market under the symbol WLFCP.
Holders of the Series A Preferred Stock generally have no voting rights, but may elect two directors if we fail to pay
dividends for an aggregate of 18 or more months (consecutive or nonconsecutive) and also may vote in certain other limited
circumstances. The Series A Preferred Stock has no stated maturity date and is not convertible into any of our property or other
securities. On or after February 11, 2011 we may, at our option, redeem the shares. Accordingly, the Series A Preferred Stock
will remain outstanding indefinitely, unless we decide to redeem them, or they are otherwise cancelled or exchanged.
(b) Common Stock Repurchase
On December 8, 2009, the Company’s Board of Directors authorized a plan to repurchase up to $30.0 million of the
Company’s common stock, depending upon market conditions and other factors, over the next three years. During 2009, the
Company repurchased 2,972 shares of common stock for approximately $40,250 under this program, at an average price of
$13.54 per share. The repurchased shares were subsequently retired. As of December 31, 2009, the total number of common
shares outstanding was approximately 9.2 million.
60
(12) Stock-Based Compensation Plans
The components of stock compensation expense for the years ended December 31, 2009, 2008 and 2007, included in the
accompanying consolidated statements of income were as follows:
2007 Stock Incentive Plan
1996 Stock Option/Stock Issuance Plan
Employee Stock Purchase Plan
Total Stock Compensation Expense
2009
2008
(in thousands)
2007
$
$
2,246
146
43
2,435
$
$
1,570
74
49
1,693
$
$
322
248
29
599
The significant stock compensation plans are described below.
Our 2007 Stock Incentive Plan (the 2007 Plan) was adopted on May 24, 2007. Under this 2007 Plan, a total of 2,000,000
shares are authorized for stock based compensation in the form of either restricted stock or stock options. There have been
858,082 shares of restricted stock awarded to date. Two types of restricted stock were granted in 2007: 239,952 shares vesting
over 4 years and 15,452 shares vesting on the first anniversary date from date of issuance. Three types of restricted stock were
granted in 2008: 248,964 shares vesting over 4 years, 308,018 shares vesting over 5 years and 17,476 shares vesting on the first
anniversary date from date of issuance. Two types of restricted stock have been granted in 2009: 10,000 shares vesting over 4
years and 18,220 shares vesting on the first anniversary date from date of issuance. The fair value of the restricted stock awards
equaled the stock price at the date of grants. There were 33,043 shares of restricted stock awards granted in 2007 and 2008 that
were cancelled during 2008. The shares have reverted to the share reserve and are available for issuance at a later date, in
accordance with the Plan.
Our accounting policy is to recognize the associated expense of such awards on a straight-line basis over the vesting
period. The stock compensation expense related to the 2007-09 restricted stock awards that will be recognized over the average
remaining vesting period of 2.8 years totals $5.1 million. At December 31, 2009, the intrinsic value of unvested restricted stock
awards is $8.4 million. The Plan terminates on May 24, 2017.
A summary of activity under the 2007 Plan for the years ended December 31, 2009, 2008 and 2007 is as follows:
Balance as of January 1, 2007
Shares granted
Shares cancelled
Shares vested
Balance as of December 31, 2007
Shares granted
Shares cancelled
Shares vested
Balance as of December 31, 2008
Shares granted
Shares cancelled
Shares vested
Balance as of December 31, 2009
Number
Outstanding
Weighted Average
Grant Date Fair
Value
Aggregate Value
—
255,404
—
—
255,404
574,458
(33,043)
(75,443)
721,376
28,220
—
(191,292)
558,304
$
$
$
$
—
15.07
—
—
15.07
10.00
13.29
14.51
11.18
13.44
—
11.63
11.14
$
$
$
$
—
3,849,555
—
—
3,849,555
5,745,935
(439,195)
(1,094,434)
8,061,861
379,408
—
(2,224,055)
6,217,214
Employee Stock Purchase Plan: Under our Employee Stock Purchase Plan (ESPP), as amended and restated effective
August 1, 2004, 175,000 shares of common stock have been reserved for issuance. The Purchase Plan was effective in
September 1996. Eligible employees may designate not more than 10% of their cash compensation to be deducted each pay
period for the purchase of common stock under the Purchase Plan. Participants may purchase not 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. In 2009 and 2008, 16,203 and 14,045 shares of common stock, respectively, were issued under the Purchase Plan. We
issue new shares through our transfer agent upon employee stock purchase. The weighted average per share fair value of the
employee’s purchase rights under the Purchase Plan for the rights granted was $2.77, $2.77 and $3.05 for 2009, 2008 and 2007,
61
respectively.
1996 Stock Option/Stock Issuance Plan: We granted stock options under our 1996 Stock Option/Stock Issuance Plan
(the 1996 Plan), as amended and restated as of March 1, 2003, until the plan terminated in June 2006. Under this Plan, a total of
3,025,000 shares were authorized for grant. These options have a contractual term of ten years and vest at a rate of 25% annually
commencing on the first anniversary of the date of grant. For shares outstanding with graded vesting, our accounting policy is to
value the options as one award and recognize the associated expense on a straight-line basis over the vesting period. In the year
ended December 31, 2008, 106,876 options were exercised with a total intrinsic value at exercise date of approximately $0.8
million. We issue new shares through our transfer agent upon stock option exercise. In the year ended December 31, 2009,
122,299 options were exercised with a total intrinsic value at exercise date of approximately $0.8 million and 62,320 options were
cancelled. There are 1,019,736 stock options vested and expected to vest under the 1996 Stock Options/Stock Issuance Plan
which have an intrinsic value of $8.5 million.
A summary of the activity under the 1996 Plan for the years ended December 31, 2009, 2008 and 2007 is as follows:
Outstanding at January 1, 2007
Options exercised
Options cancelled
Outstanding at December 31, 2007
Options exercised
Options cancelled
Outstanding at December 31, 2008
Options exercised
Options cancelled
Outstanding at December 31, 2009
Vested and expected to vest at
December 31, 2009
Options exercisable at:
December 31, 2007
December 31, 2008
December 31, 2009
Options Available
for Grant
—
—
—
—
—
—
—
—
—
—
Options
1,682,122
(158,878)
(159,933)
1,363,311
(106,876)
(52,028)
1,204,407
(122,299)
(62,320)
1,019,788
Weighted Average
Exercise Price
$
$
$
$
7.32
5.97
10.43
7.12
4.90
14.00
7.01
5.65
15.19
6.68
Weighted
Average
Remaining
Contractual
Term (in years)
—
—
—
—
—
—
—
—
—
2.55
Aggregate
Intrinsic Value
—
—
—
7,653,940
—
—
3,270,437
—
—
8,486,579
$
$
$
1,019,736
$
6.68
2.55
$
8,486,341
1,285,561
1,162,907
1,014,538
$
$
$
6.97
6.92
6.66
—
—
2.53
$
—
—
8,463,664
The following table summarizes information concerning outstanding and exercisable options at December 31, 2009:
Exercise Prices
From $4.50 to $4.50
From $4.68 to $4.68
From $4.92 to $4.92
From $5.01 to $5.01
From $5.07 to $5.07
From $5.40 to $5.40
From $5.50 to $8.70
From $9.20 to $9.20
From $10.00 to $10.00
From $11.24 to $11.24
From $4.50 to $11.24
Options Outstanding
Weighted Average
Remaining
Contractual
Life (in years)
Number
Outstanding
Options Exercisable
Weighted Average
Exercise Price
Number
Outstanding
Weighted Average
Exercise Price
4.50
4.68
4.92
5.01
5.07
5.40
6.02
9.20
10.00
11.24
6.68
7,214
116,006
7,775
209,954
28,600
220,350
103,889
112,750
196,000
12,000
1,014,538
$
$
4.50
4.68
4.92
5.01
5.07
5.40
5.99
9.20
10.00
11.24
6.66
7,214
116,006
7,775
209,954
28,600
220,350
105,139
112,750
196,000
16,000
1,019,788
$
$
2.39
2.35
3.41
3.17
3.6
1.78
1.58
5.59
1.16
6.25
2.55
62
(13) Employee 401(k) Plan
We adopted The Willis 401(k) Plan (the “401(k) Plan”) effective as of January 1997. The 401(k) Plan provides for
deferred compensation as described in Section 401(k) of the Internal Revenue Code. The 401(k) Plan is a contributory plan
available to all our full-time and part-time employees in the United States. In 2009, employees who participated in the
401(k) Plan could elect to defer and contribute to the 401(k) Plan up to 20% of pretax salary or wages up to $16,500 (or $22,000
for employees at least 50 years of age). We match employee contributions up to 50% of 8% of the employee’s salary which
totaled $271,000 in 2009, $238,000 in 2008 and $208,000 in 2007.
(14) Legal Proceedings
Our Irish subsidiaries, WLFC Funding (Ireland) Limited and WLFC (Ireland) Limited, were sued in connection with the
Italian liquidation proceedings of Volare Airlines. The actions allege that our subsidiaries received preferential payments in the
aggregate amount of 7.0 million euro on account of our engine leases to Volare in 2003 and within one year prior to Volare’s
ceasing operations. We believe any loss, as a result of the proceedings, is neither probable nor estimable at December 31, 2009
and we intend to defend this claim vigorously.
(15) Quarterly Consolidated Financial Information (Unaudited)
The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2009,
2008 and 2007 (in thousands, except per share data).
Fiscal 2009
Total revenue
Net income
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Full Year
$
34,579
7,022
$
33,390
5,019
$
43,642
9,299
$
38,829
1,027
$
150,440
22,367
Net income attributable to common
shareholders
Basic earnings per common share
Diluted earnings per common share
Average common shares outstanding
Diluted average common shares outstanding
6,240
4,237
8,517
0.75
0.71
8,306
8,675
0.51
0.47
8,342
8,926
1.01
0.93
8,391
9,051
245
0.03
0.03
8,414
9,072
19,239
2.30
2.14
8,364
8,983
Fiscal 2008
Total revenue
Net income
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Full Year
$
32,243
5,105
$
37,240
6,422
$
45,894
10,725
$
37,429
4,349
$
152,806
26,601
Net income attributable to common
shareholders
Basic earnings per common share
Diluted earnings per common share
Average common shares outstanding
Diluted average common shares outstanding
4,323
5,640
9,943
3,567
23,473
0.53
0.49
8,190
8,785
0.69
0.64
8,225
8,735
1.20
1.14
8,253
8,757
0.43
0.41
8,300
8,787
2.85
2.68
8,242
8,760
63
Fiscal 2007
Total revenue
Net income
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Full Year
$
27,116
4,405
$
30,967
4,394
$
29,814
3,751
$
34,513
5,114
$
122,410
17,664
Net income attributable to common
shareholders
Basic earnings per common share
Diluted earnings per common share
Average common shares outstanding
Diluted average common shares outstanding
(16) Related Party and Similar Transactions
3,623
3,612
2,969
4,332
14,536
0.45
0.42
8,014
8,541
0.44
0.42
8,118
8,636
0.36
0.34
8,174
8,769
0.54
0.48
8,176
9,007
1.79
1.66
8,115
8,742
Gavarnie Holding, LLC, a Delaware limited liability company (“Gavarnie”) owned by Charles F. Willis, IV, purchased
the stock of Aloha Island Air, Inc., a Delaware Corporation, (“Island Air”) from Aloha AirGroup, Inc. (“Aloha”) on May 11,
2004. Charles F. Willis, IV is the President, CEO and Chairman of our Board of Directors and owns approximately 31% of our
common stock as of December 31, 2009. Island Air leases four DeHaviland DHC-8-100 aircraft and two spare engines from us.
In 2006, in response to a fare war commenced by a competitor, Island Air requested a reduction in lease rent payments. The
Board of Directors subsequently approved 14 months of lease rent deferrals totaling $784,000. All deferrals were accounted for as
a reduction in lease revenue in the applicable period. Because of the question regarding collectability of amounts due under these
leases, lease rent revenue for these leases have been recorded on a cash basis until such time as collectability becomes reasonably
assured. After taking into account the deferred amounts, Island Air owes us $1.5 million in overdue rent related to February -
December 2009. We hold letters of credit for $368,000 which may be used to partially offset our claims against Island Air.
Due to their dependence on tourism Hawaiian carriers have suffered from the current economic environment more than
other airlines. As a result, Island Air is experiencing cash flow difficulties, which is affecting their payments to us. We are in
continuing discussions with Island Air to restructure the leases in a way that will enable them to pay their obligations on a current
basis and pay the deferred amounts over time. Due to concern regarding Island Air’s ability to meet lease return conditions and
after reviewing the maintenance status and condition of the leased assets, the Company recorded a reduction in the carrying value
of these assets of $0.8 million in the second quarter of 2008. Since that time, Island Air has addressed the maintenance condition
of the leased assets. Including the 2008 write down, the aircraft and engines on lease to Island Air have a net book value of $4.1
million at December 31, 2009. Island Air is returning one airframe to us which will reduce our asset exposure.
We entered into a Consignment Agreement dated January 22, 2008, with J.T. Power, LLC (“J.T. Power”), an entity
whose majority shareholder, Austin Willis, is the son of our President and Chief Executive Officer, and directly and indirectly, a
shareholder of ours as well as a Director of the Company. According to the terms of the Consignment Agreement, J.T. Power is
responsible to market and sell parts from the teardown of three engines with a book value of $4.2 million. During the year ended
December 31, 2009, sales of consigned parts were $0.05 million. On November 17, 2008, we entered into a Consignment
Agreement with J.T. Power in which they are responsible to market and sell parts from the teardown of one engine with a book
value of $1.0 million. During the year ended December 31, 2009, sales of consigned parts were $0.5 million. On February 25,
2009, we entered into a Consignment Agreement with J.T. Power in which they are responsible to market and sell parts from the
teardown of one engine with a book value of $133,400. During the year ended December 31, 2009, sales of consigned parts were
$0.1 million. On July 31, 2009, we entered into a Consignment Agreement with J.T. Power in which they are responsible to
market and sell parts from the teardown of one engine with a book value of $0.5 million. During the year ended December 31,
2009, sales of consigned parts were $0.01 million. On July 27, 2006, we entered into an Aircraft Engine Agency Agreement with
J.T. Power, in which we will, on a non-exclusive basis, provide engine lease opportunities with respect to available spare engines
at J.T. Power. J.T. Power will pay us a fee based on a percentage of the rent collected by J.T. Power for the duration of the lease
including renewals thereof. We earned no revenue during the year ended December 31, 2009 under this program.
The Company has entered into an Independent Contractor Agreement dated September 9, 2009 with Hans Jorg Hunziker,
a member of our Board of Directors. Under this Agreement, Mr. Hunziker will provide services in connection with the
identification and qualification of potential investors in our equity securities. The board has determined that, notwithstanding this
limited assignment, Mr. Hunziker remains an independent director.
64
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
SCHEDULE I — CONDENSED BALANCE SHEETS
Parent Company Information
December 31, 2009 and 2008
(In thousands, except share data)
ASSETS
Cash and cash equivalents
Equipment held for operating lease, less accumulated depreciation
Equipment held for sale
Operating lease related receivable, net of allowances
Notes receivable
Investments
Investment in subsidiaries
Due from affiliate, net
Assets under derivative instruments
Property, equipment & furnishings, less accumulated depreciation
Equipment purchase deposits
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses
Liabilities under derivative instruments
Deferred income taxes
Notes payable, net of discount
Maintenance reserves
Security deposits
Unearned lease revenue
Total liabilities
Shareholders’ equity:
Preferred stock ($0.01 par value, 5,000,000 shares authorized; 3,475,000 shares issued and
outstanding at December 31, 2009 and 2008, respectively)
Common stock ($0.01 par value, 20,000,000 shares authorized; 9,181,620 and 9,077,905
shares issued and outstanding at December 31, 2009 and 2008, respectively)
Paid-in capital in excess of par
Retained earnings
Accumulated other comprehensive loss, net of income tax benefit
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31,
2009
December 31,
2008
$
$
$
$
$
$
$
2,012
304,480
14,245
1,271
342
10,701
130,191
2,305
1,405
7,296
2,082
7,257
483,587
8,014
1,493
7,136
232,299
11,402
1,538
912
262,794
8,491
257,889
10,744
2,960
—
10,434
108,782
1,625
276
7,751
13,474
4,818
427,244
10,730
6,190
1,024
196,723
16,835
1,578
1,957
235,037
31,915
31,915
92
60,671
136,402
(8,287)
220,793
483,587
$
91
57,939
117,163
(14,901)
192,207
427,244
65
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
SCHEDULE I — CONDENSED STATEMENTS OF INCOME
Parent Company Information
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
REVENUE
Lease rent revenue
Maintenance reserve revenue
Gain on sale of leased equipment
Other income
Total revenue
EXPENSES
Depreciation expense
Write-down of equipment
General and administrative
Technical expense
Net finance costs:
Interest expense
Interest income
Net loss on debt extinguishment
Total net finance costs
Total expenses
Earnings from operations
Earnings from joint venture
Income before income taxes
Income tax expense
2009
Years Ended December 31,
2008
2007
$
$
34,301
15,445
611
10,722
61,079
$
34,221
8,716
6,100
11,649
60,686
17,385
4,992
24,857
2,378
10,835
(14)
19
10,840
60,452
627
942
1,569
(1,052)
15,533
3,207
25,597
1,536
11,944
(117)
—
11,827
57,700
2,986
797
3,783
(1,555)
34,902
8,962
6,183
8,541
58,588
15,570
3,320
19,678
1,582
13,539
(121)
—
13,418
53,568
5,020
700
5,720
(2,070)
Earnings from investment in affiliate
21,850
24,373
14,014
Net income
$
22,367
$
26,601
$
17,664
Preferred stock dividends paid and declared-Series A
3,128
3,128
3,128
Net income attributable to common shareholders
$
19,239
$
23,473
$
14,536
66
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
SCHEDULE I — CONDENSED STATEMENTS OF CASH FLOWS
Parent Company Information
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of subsidiary
Depreciation expense
Write-down of equipment
Stock-based compensation expenses
Amortization of deferred costs
Allowances and provisions
Amortization of interest rate derivative
Gain on sale of leased equipment
Gain on sale of leased equipment deposits
Settlement of interest rate derivative
Loss on disposition of property, plant & equipment
Income from joint venture
Net loss on debt extinguishment
Changes in assets and liabilities:
Receivables
Notes receivable
Other assets
Accounts payable and accrued expenses
Due to/from subsidiary
Deferred income taxes
Maintenance reserves
Security deposits
Unearned lease revenue
Net cash provided by operating activities
Cash flows from investing activities:
Increase in investment in subsidiary, net
Distributions received from subsidiary, net
Proceeds from sale of equipment held for operating lease (net of selling expenses)
Proceeds from sale of equipment deposits (net of selling expenses)
Distributions from joint venture
Purchase of equipment held for operating lease
Purchase of property, equipment and furnishings
Net cash (used in)/provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of notes payable
Debt issuance cost
Distribution to preferred stockholders
Proceeds from shares issued under stock compensation plans
Excess tax benefit (cost) from stock-based compensation
Repurchase of common stock
Principal payments on notes payable
Net cash provided by/(used in) financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Net cash paid for:
Interest
Income Taxes
67
Years Ended December 31,
2008
2009
2007
$
22,367
$
26,601
$
17,664
(21,850)
17,385
4,992
2,435
1,764
532
258
(611)
(400)
(2,557)
—
(942)
19
1,155
(342)
92
(3,716)
(680)
1,060
(5,433)
(40)
(1,045)
14,443
(28,868)
50,979
10,091
6,580
675
(88,913)
(199)
(49,655)
311,832
(3,993)
(3,128)
817
(479)
(40)
(276,276)
28,733
(6,479)
8,491
(24,373)
15,533
3,207
1,693
2,260
23
—
(6,100)
—
—
—
(797)
—
(582)
—
(1,880)
3,313
(905)
329
(5,318)
(536)
(247)
12,221
(24,356)
45,006
53,947
—
690
(58,909)
(1,593)
14,785
104,178
(548)
(3,128)
633
(92)
—
(126,661)
(25,618)
1,388
7,103
(14,014)
15,570
3,320
599
2,254
5
—
(6,183)
—
—
33
(700)
—
(777)
12
(1,566)
(2,732)
948
1,501
5,892
429
246
22,501
(20,439)
29,052
30,721
—
975
(102,252)
(44)
(61,987)
91,406
(797)
(3,128)
1,119
178
—
(42,461)
46,317
6,831
272
$
$
$
2,012
$
8,491
$
7,103
6,002
511
$
$
7,164
2,256
$
$
9,712
15
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
SCHEDULE II — VALUATION ACCOUNTS
December 31, 2009, 2008 and 2007
(In thousands)
December 31, 2007
Accounts receivable, allowance for
doubtful accounts
December 31, 2008
Accounts receivable, allowance for
doubtful accounts
December 31, 2009
Accounts receivable, allowance for
doubtful accounts
Balance at
Beginning of
Period
Additions
Charged
to Expense
Recoveries
Deductions
Balance at
End of Period
$
86
62
339
—
277
128
—
—
—
(24) $
62
—
—
339
467
68
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Computation of Earnings Per Share
(In thousands, except per share amounts)
Exhibit 11.1
2009
Years Ended December 31,
2008
2007
Basic
Earnings:
Net income attributable to common shareholders
$
19,239
$
23,473
$
14,536
Shares:
Average common shares outstanding
8,364
8,242
8,115
Basic earnings per common share
$
2.30
$
2.85
$
1.79
Assuming full dilution
Earnings:
Net income attributable to common shareholders
$
19,239
$
23,473
$
14,536
Shares:
Average common shares outstanding
Potentially dilutive common shares outstanding
Diluted average common shares outstanding
8,364
619
8,983
8,242
518
8,760
8,115
627
8,742
Diluted earnings per common share
$
2.14
$
2.68
$
1.66
Supplemental information:
The difference between average common shares outstanding to calculate basic and assuming full dilution is due to
options outstanding under the 1996 Stock Options/Stock Issuance Plan and restricted stock issued under the 2007 Stock Incentive
Plan.
The calculation of diluted earnings per share for 2009 excluded from the denominator 35,000 options and 4,000 restricted
stock awards granted to employees and directors because their effect would have been anti-dilutive. The calculation of diluted
earnings per share for 2008 excluded from the denominator 111,000 options and zero restricted stock awards granted to
employees and directors because their effect would have been anti-dilutive. The calculation of diluted earnings per share for 2007
excluded from the denominator 161,000 options and 58,000 restricted stock awards granted to employees and directors because
their effect would have been anti-dilutive.
Exhibit 12.1
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Statement of Computation of Ratios of
Earnings to Fixed Charges and
Preferred Dividends and Distributions
(In thousands, except ratios)
Earnings
Pretax income from continuing operations
Preferred dividends
Fixed charges
Interest expense
Estimated interest expense within rental expense
(1)
2009
Years Ended December 31,
2007
2008
2006
2005
$
32,387
3,128
$
41,999
3,128
$
27,733
3,128
$
26,963
2,945
$
4,694
—
36,013
38,640
37,940
31,610
24,514
223
220
217
207
181
Total Fixed charges and Preferred dividends
39,364
41,988
41,285
34,762
24,695
Earnings Before Fixed charges and Preferred
dividends
Ratio of Earnings to Fixed Charges and Preferred
Dividends and Distributions
$
71,751
$
83,987
$
69,018
$
61,725
$
29,389
1.82
2.00
1.67
1.78
1.19
(1) All rental expense is derived from operating leases. There is no expressed interest expense within rental expense. Rather, the
imputed interest expense within rental expense is calculated by multiplying by 30%, the office rent for each of the years ended, as
indicated above.
Exhibit 14.1
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Standards of Ethical Conduct
I.
Application
This policy is in effect for employees of Willis Lease Finance Corporation and its subsidiaries.
II.
Policy
Willis Lease Finance Corporation expects all executive officers and employees, when acting on behalf of the company, to
maintain the highest standard of ethical conduct.
III.
Purpose
The Company relies on the integrity and good judgment of its management and employees to conduct themselves in a manner that
promotes high standards of ethical and professional conduct, as well as sound business practices. Management and employees
must take responsibility to ensure that their actions are not only ethical and legal, but are in the best interest of the Company.
Responsibility for compliance with this policy lies with every employee of Willis Lease Finance Corporation and its subsidiaries.
Employees of Willis Lease Finance Corporation and its subsidiaries should not commit acts contrary to these standards or support
the commission of such acts by others. A practice will not be condoned on the grounds that it is “customary,” “easy,” or
“expedient”. If it does not meet these standards of ethical conduct, condoning such practices may compromise the integrity and
reputation of the Company. If you are asked to act against these standards, you should decline. You are empowered to say
something such as the following: “The Company policy doesn’t allow me to do this. Please discuss this matter further with...” or
“I’m uncomfortable with what you’ve asked me to do and I’d like to discuss the matter with...” If you act in good faith, the
Company will act to protect you from being disciplined or suffering reprisal for making such a statement. Employees are expected
to assume personal responsibility and accountability for their actions by maintaining these standards.
IV.
Definition of Unethical Conduct
Abuse of Power
Conflict of Commitment
Conflict of Interest
Financial Irregularity
Fraud
Misuse of Intellectual Property
Kickback
Misconduct
Wrongful use of a position of authority to influence employees or colleagues (e.g., coercion to
participate in activities or decision making in violation of laws, regulations, or policies).
A situation in which an employee’s additional employment or other activity, whether internal
or external to the Company, interferes with his or her performance in their current position
within the Company.
A situation in which an individual or any of his or her family has an existing or potential
financial or other material interest that impairs or might appear to impair the individual’s
independence and objectivity of judgment in the discharge of responsibilities to the company.
A conflict of interest also arises when an individual evaluates the work or performance of a
person with whom he or she is engaged in a romantic or sexual relationship.
An intentional misstatement, omission, or failure to disclose information related to financial
transactions that is detrimental to the interests of the Company, including embezzlement,
fraud, or falsification of records to misappropriate assets.
An intentional act of misrepresentation, dishonesty, trickery, or deceit (including the
concealment or suppression of truth), designed to obtain information or assets without
approval.
Property of an intellectual nature belonging to an individual or entity, including but not limited
to proprietary information that is protected by a patent, copyright, or non-disclosure
agreement.
The act of accepting a payment to improperly obtain or reward with favorable treatment in
connection with either a contract or subcontract relating to a prime contract.
Cheating, falsification, fabrication, misappropriation, plagiarism, or other practice that
seriously deviates from those commonly accepted as proper.
V.
Reporting a Violation
Employees are expected to report violations of this policy to appropriate personnel. To report an actual or suspected violation:
1) Discuss the violation with the immediate manager, except when the manager is involved in which case discuss it
2)
with the person at the next managerial level.
If you cannot address the situation in this manner, please contact the Human Resources Director, Chief Financial
Officer, or General Counsel.
3) Failure of a manager to report actual or possible violations may be subject of appropriate company discipline.
4)
If the matter involves an accounting or auditing matter, you may report it, on a confidential, anonymous basis, to
Robert T. Morris, the Chairman of the Audit Committee, c/o Union Bank of California, 400 California Street, 8th
Floor, San Francisco, CA 94104, in writing marked confidential.
VI.
Retaliation
The Company will not tolerate retaliation toward or harassment of employees who report actual or possible violations. The
identity of individuals providing information concerning possible violations, including fraud, will be protected within legal limits.
Individuals who take retaliatory action will be subject to discipline, up to and including discharge.
VII.
Enforcement
Suspected violations will be investigated by Human Resources.
VIII. Abuse of this Policy
The company is committed to the protection of both the accused and the accuser in the reporting of any violations of this policy.
Therefore, attempts by individuals to discredit others though inappropriate use of this policy are not permitted and will be
considered for disciplinary action.
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
List of Subsidiaries
Exhibit 21.1
Subsidiary
Willis Engine Securitization Trust
WEST Engine Funding LLC
WEST Engine Funding (Ireland) Limited
WLFC (Ireland) Limited
WLFC Funding (Ireland) Limited (Inactive)
State or Jurisdiction
of Incorporation
Delaware
Delaware
Rep. of Ireland
Rep. of Ireland
Rep. of Ireland
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
Willis Lease Finance Corporation:
We consent to the incorporation by reference in the registration statement (No. 333-15343, 333-48258, 33-63830, 333-
109140) on Form S-8 of Willis Lease Finance Corporation of our report dated March 15, 2010, with respect to the consolidated
balance sheets of Willis Lease Finance Corporation and subsidiaries as of December 31, 2009 and 2008, and the related
consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 2009, and related financial statement schedules I and II, and the effectiveness of internal
control over financial reporting as of December 31, 2009, which report appears in the December 31, 2009 annual report on
Form 10-K of Willis Lease Finance Corporation.
/s/ KPMG LLP
San Francisco, California
March 15, 2010
Exhibit 31.1
I, Charles F. Willis IV, certify that:
1. I have reviewed this report on Form 10-K of Willis Lease Finance Corporation;
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 15, 2010
/s/ Charles F. Willis, IV
Charles F. Willis, IV
Chief Executive Officer
President
Exhibit 31.2
I, Bradley S. Forsyth, certify that:
1. I have reviewed this report on Form 10-K of Willis Lease Finance Corporation;
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 15, 2010
/s/ Bradley S. Forsyth
Bradley S. Forsyth
Chief Financial Officer
Senior Vice President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
Each of the undersigned hereby certifies, in his or her capacity as an officer of Willis Lease Finance Corporation (the
“Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to his or her knowledge:
the Annual Report of the Company on Form 10-K for the year ended December 31, 2009 fully complies with
•
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in such report fairly presents, in all material respects, the financial condition and
•
results of operation of the Company.
Dated: March 15, 2010
/s/ Charles F. Willis, IV
President and Chief Executive Officer
/s/ Bradley S. Forsyth
Senior Vice President and Chief Financial Officer
STOCK PERFORMANCE GRAPH
STOCK PERFORMANCE GRAPH
The following performance graph shows the percentage change in cumulative total return to a holder of our common stock compared with
The following performance graph shows the percentage change in cumulative total return to a holder of our common stock compared with
the cumulative total return, assuming dividend reinvestment, of the NASDAQ Composite Index and the NASDAQ Financial-100 Index, during
the cumulative total return, assuming dividend reinvestment, of the NASDAQ Composite Index and the NASDAQ Financial-100 Index, during
the period from December 31, 2004, through December 31, 2009.
the period from December 31, 2004, through December 31, 2009.
WILLIS LEASE FINANCE CORPORATION
WILLIS LEASE FINANCE CORPORATION
NASDAQ COMPOSITE INDEX
NASDAQ COMPOSITE INDEX
NASDAQ FINANCIAL-100 INDEX
NASDAQ FINANCIAL-100 INDEX
$100 invested on 12/31/04 in stock or in index
$100 invested on 12/31/04 in stock or in index
including reinvestment of dividends.
including reinvestment of dividends.
200
200
180
180
160
160
140
140
120
120
100
100
80
80
60
60
Dec 04
Dec 04
Dec 05
Dec 05
Dec 06
Dec 06
Dec 07
Dec 07
Dec 08
Dec 08
Dec 09
Dec 09
Engine: A V2500-A5 on-wing.
Engine: A V2500-A5 on-wing.
Image courtesy of IAE International
Image courtesy of IAE International
Aero Engines AG.
Aero Engines AG.
Willis Lease Finance Corporation is a provider of aviation services, specializing in leasing spare commercial
aircraft engines and other aircraft-related equipment. We provide these services to commercial airlines,
aircraft engine manufacturers, and maintenance, repair and overhaul facilities worldwide.
Fan Blades
Abradable
Liner
Inlet
Cone
Starter
Containment Case
Fan Frame
Fuel Flowmeter
HPT Module
LPT Module
LPT Frame
LPT Cooling
Manifold
Transfer
Gearbox (TGB)
Accessory Gearbox
Drive Pads (Blanking
Covers Installed)
Accessory
Gearbox (AGB)
Hydromechanical
Unit (HMU)
EEC Alternator
(Electronic
Engine Control)
Fuel Pump
engine (front cover): A Low Pressure Turbine view of a CFM56-7B
operated on the Boeing Next-Generation Single-Aisle aircraft:
737-600/-700/-800/-900. Image courtesy of CFM International.
engine (above): A CFM56-7B operated on the B737NG.
Image courtesy of CFM International.
Corporate Information
Executive Team
Board of Directors
Transfer Agent and Registrar
Charles F. Willis, IV
President and Chief
Executive Officer
Charles F. Willis, IV
President and Chief Executive Officer,
Willis Lease Finance Corporation
Jesse V. Crews
Executive Vice President
and Chief Operating Officer
Bradley S. Forsyth
Senior Vice President
and Chief Financial
Officer
W. William Coon, Jr.
Former Chairman, Avioserv; Former
Director, FlightTechnics LLC and
T Group America
Hans Jörg Hunziker, Dr.
Principal, Hunziker Lease & Finance;
Former President and Chief Executive
Officer, Flightlease, Ltd.
Gérard Laviec
Former President and Chief Executive
Officer, CFM International; Former
Chairman, Shannon Engine Support
Robert T. Morris
Principal, Robert Morris & Company;
Former President, Union Bank of
California Leasing, Inc.
Austin Willis
President, JT-Power LLC
Thomas C. Nord
Senior Vice President
and General Counsel
Corporate Executive Offices
773 San Marin Drive, Suite 2215
Novato, CA 94998
415 408-4700
415 408-4701 (fax)
www.willislease.com
Independent Registered
Public Accountants
KPMG LLP
55 2nd Street, Suite 1400
San Francisco, CA 94105
415 963-5100
Donald A. Nunemaker
Executive Vice President
and General Manager,
Leasing
Judith M. Webber
Senior Vice President,
Technical Services
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
800 937- 5449
Investor Relations Counsel
The Cereghino Group
1809 7th Avenue, Suite 1414
Seattle, WA 98101
206 388- 5785
206 388- 5759 (fax)
Form 10-K, 10-Q and Press Releases
The Form 10-K has been filed with the
Securities and Exchange Commission. Copies
of the 10-K, 10-Q and press releases may be
obtained from the investor relations area of our
web site, www.willislease.com, or by contacting
our corporate offices. Press releases are also
available at The Cereghino Group web site,
www.stockvalues.com.
Stock Exchange Listing
Willis Lease Finance Corporation is listed
on the NASDAQ Global Market under
the symbols: WLFC (common) and
WLFCP (preferred).
Annual Meeting
The Annual Meeting of shareholders will
be held on Thursday, May 20, 2010, at
2:00 p.m. at the Company’s headquarters
at 773 San Marin Drive, Suite 2215, Novato,
CA 94998. All shareholders are cordially
invited to attend.
Stock Information
2 0 0 9
2 0 0 8
High
Low
High
Low
Q1
Q2
Q3
Q4
$ 10.58 $ 7.25
$ 14.11 $ 11.96
15.39
9.92
13.59
10.00
14.98
10.50
12.88
15.20
11.03
13.37
8.85
8.13
deSiGN Graphica, Seattle
Willis Lease Finance Corporation
Willis Lease Finance Corporation
415 408-4700
415 408-4700
773 San Marin Drive, Suite 2215
773 San Marin Drive, Suite 2215
415 408-4701 (fax)
415 408-4701 (fax)
Novato, California 94998
Novato, California 94998
USA
USA
www.willislease.com
www.willislease.com
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Cert no. SW-COC-001530
Willis Lease Finance Corporation
Willis Lease Finance Corporation
2 0 0 9 A N N U A L R E P O R T
2 0 0 9 A N N U A L R E P O R T
P O W E R T O S P A R E — W O R L D W I D E ®
P O W E R T O S P A R E — W O R L D W I D E ®