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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 ______________________________________________________________________
 
Date of Report (Date of earliest event reported): December 17, 2024
 
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware 001-15369 68-0070656
(State or Other Jurisdiction
of Incorporation)
 (Commission File
Number)
 (I.R.S. Employer
Identification Number)
 
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (561349-9989
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of exchange on which registered
Common Stock, $0.01 par value per shareWLFCNasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 7.01 Regulation FD Disclosure.
 
On December 17, 2024, Willis Lease Finance Corporation (“Willis” or the “Company”) published a Company Overview presentation that provides an update on the Willis business and its position in the aircraft engine ecosystem. A copy of the Willis Company Overview presentation is being furnished as an exhibit to this filing.

The information and exhibit furnished under Items 7.01 and 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Cautionary Statement Regarding Forward-Looking Statements

The exhibit to this Current Report on Form 8-K may include certain statements concerning expectations for the future that are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are intended to be covered by the “safe harbor” created by those sections. Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other documents that the Company has filed with the Securities and Exchange Commission. The Company does not intend to update these statements unless required by the securities laws to do so, and the Company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
 
Item 9.01 Financial Statements & Exhibits.

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished but not filed.


2


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.
 
Dated: December 17, 2024
 
 
 WILLIS LEASE FINANCE CORPORATION
  
 By:/s/ Dean M. Poulakidas
 Dean M. Poulakidas
 Executive Vice President and General Counsel

3
Company Overview December 2024 1


 
Disclaimer This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities. This presentation has been prepared solely for informational purposes and is not intended to serve as the basis for any investment decision. Under no circumstances is this presentation or the information contained herein to be construed as a prospectus, offering memorandum or advertisement and neither any part of this written or oral presentation nor any information or statement contained herein or therein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction where such an offer or solicitation would be unlawful. Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including ‘‘anticipate,’’ ‘‘may,’’ ‘‘estimate,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘intend,’’ and similar words, or the negatives of those words, are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings (loss), capital expenditures, dividends, capital structure or other financial terms. Certain statements regarding the following particularly are forward-looking in nature: ▪ Willis Lease Financial Corporation (the "Company" or "WLFC")’s business strategy; ▪ WEST’s business strategy and assumptions used to develop the cash flow models; ▪ future performance, developments, market forecasts or projections; and ▪ WLFC’s projected capital expenditures. All forward-looking statements are based on our beliefs, assumptions and expectations of future economic performance, taking into account the information currently available. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known and many of which are beyond WLFC’s and WEST’s control, which may cause actual results, performance or financial condition to be materially different from the stated expectations of future results, performance or financial position, as well as those included in the cash flow models. 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 effects on the airline industry and the global economy of events such as terrorist activity; ▪ changes in fuel prices and other disruptions to the world markets and the global economy of geopolitical, weather, cybersecurity, humanitarian and other events, including but not limited to war and terrorist activity; ▪ trends in the airline industry, including growth rates of markets and other economic factors; ▪ risks associated with owning and leasing commercial engines and aircraft; ▪ changes in interest rates and availability of capital to us and to our customers; ▪ our ability to continue to meet our customers’ changing demands; ▪ the market value of engines and other assets in our portfolio; ▪ regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes; and ▪ WLFC’s, in its capacity as Servicer, ability to successfully negotiate engine purchases, sales and leases, to collect outstanding amounts due, and to repossess engines under defaulted leases, and to control costs and expenses. ▪ further information regarding these and other risks is included in WLFC's most recent U.S. Securities and Exchange Commission ("SEC") filings, including its Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively, filed with the SEC under the heading “Risk Factors.” In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of presentation or as of the date of any document incorporated by reference, as applicable. Such forward- looking statements are inherently uncertain, and actual results may differ from expectations. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures In this presentation, WLFC presents certain non-GAAP measures, including EBITDA, EBITDA Margin, Free Cash Flow and similar measures, which are not required by, or presented in accordance with, GAAP. While WLFC believes these are useful metrics, companies use these metrics for differing purposes and they are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing the non-GAAP metrics reported by us to such metrics or other similar metrics as reported by other companies. Our non-GAAP metrics have limitations as analytical tools, and you should not consider them in isolation. The non-GAAP financial information presented herein is provided in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP and should not be considered as alternatives to any performance measures derived in accordance with GAAP. A reconciliation of EBITDA, a non-GAAP financial measure, to its most directly comparable GAAP measure, can be found on slide 41 of this presentation. The distribution of this presentation in certain jurisdictions may be restricted by law. Those persons into whose possession this presentation comes are required to inform themselves about and to observe any such restrictions. 2


 
Scott B. Flaherty EVP & CFO Austin C. Willis CEO Today’s Presenters 3 Hagen Disch Treasurer Brian R. Hole President


 
In-Demand Portfolio Today’s Agenda 4 A Premier Independent Aircraft Engine Platform Engines: The Most Desirable Asset in Aviation Conservative and Diversified Funding Structure Supporting Capital Allocation Priorities Austin C. Willis CEO Austin C. Willis CEO Austin C. Willis CEO Scott B. Flaherty EVP & CFO Scott B. Flaherty EVP & CFO 1 2 3 4 Scott B. Flaherty EVP & CFO Brian R. Hole President Brian R. Hole President Hagen Disch Treasurer Q & A5


 
A Premier Independent Aircraft Engine Platform 5


 
6 A Pioneer in Aviation Solutions for Over 39 Years (1) (1) Information as of September 30, 2024 unless otherwise denoted (2) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, and Leased Assets in Joint Venture portfolios as of September 30, 2024 (3) Calculated as (total Debt Obligations - Cash and Cash Equivalents) / (Preferred Equity + Total Shareholder’s Equity) (4) Annualized Net Portfolio Investment calculated based on Purchases of Equipment Held for Lease or Sale plus Issuance of Notes Receivable minus Proceeds from Sale of Equipment minus Payments Received on Notes Receivable through September 30, 2024 (5) Calculated as LTM Net Income Attributable to Common Shareholders / average of Shareholder’s Equity as of September 30, 2023 and September 30, 2024 VERTICALLY INTEGRATED PLATFORM OF AIRCRAFT ENGINES, LOAN PRODUCTS, AND SERVICES BUSINESSES TO SOLVE AIRLINE PLANNING, FINANCING, AND MAINTENANCE NEEDS WLFC’s principal source of income is from Leasing and Maintenance Reserve revenue1 The Company uses services businesses to: • Manage the turn time and reduce maintenance expense for WLFC’s engines and aircraft • Predict on wing life and maintenance cost for owned engines • Monetize assets through the sale of parts • Generate additional revenue by providing each service for third parties 2 Founded in 1985; Nasdaq listed in 1996 – WLFC has a 39-year history of consistently delivering profits • Positive net income every year as a public company • WLFC has purchased, leased, and sold more engines in more countries over a longer period of time than any independent competitor 3 WLFC is well positioned to enjoy a resurging market in engine and aircraft equipment and services • Growing $3.0Bn portfolio of primarily modern aircraft engines (1) 4 Q3 2024 Portfolio Value: $3.0Bn (2) Q3 2024 Net Debt / Equity: 3.25x (3) 348 Owned Engines Annualized Net Portfolio Investment: $605MM (4) Portfolio Host Aircraft by NBV: 81% Narrowbody with 43% Modern Tech Q3 2O24 LTM EBITDA: $328MM Q3 2024 On-Lease Rate Factor: 1.3% per month Q3 2024 Blended Rate Factor: 1.0% per month Q3 2O24 LTM RoE: 20.0% (5)


 
7 Strategically Located Footprint to Deliver Services Globally Presence in 6 Countries • 10 offices • 4 facilities • 2 joint ventures California, USA Florida, USA Willis Aeronautical Services Inc. Willis Engine Repair Center Dublin, UK&I JV Partner: Mitsui Teesside International Airport, UK Willis Aviation Services Bridgend, UK Willis Asset Management Willis Engine Repair Center Blagnac, France Gandhinagar GIFT City, India China | JV Partner: CASC Shanghai Singapore Facilities Offices Joint Ventures INCREASING INTERNATIONAL PRESENCE WITH SIGNIFICANT LONG -TERM GROWTH OPPORTUNITY THROUGH COMPANY OPERATIONS & JOINT VENTURES JV with Mitsui & Co., Ltd. (“Mitsui”) provides alternative capital through access to strategic capital markets • Formed as a Dublin-based, Irish limited company to acquire and lease jet engines • Portfolio includes 49 engines JV with China Aviation Supplies Import & Export Corporation (“CASC”) specializes in engine sale / leaseback with Chinese airlines • Concentrates on the demand for leased assets in China • Portfolio includes 4 engines KEY TAKEAWAYS JOINT VENTURES ✓ Best-in-class scale and breadth of service make WLFC the go-to choice of multinational customers ✓ Strategic footprint built through successfully acquiring and integrating complementary businesses ✓ Locations designed and built in-house and can be replicated across geographies as business grows


 
Pioneer and market leader in the most desirable sector of commercial aviation with seasoned leadership team Growing $3.0Bn portfolio of primarily modern aircraft engines servicing the most in-demand aircraft in the industry, diversified across OEMs, engine and aircraft type, lessee, and geography (1) Consistent track record of revenue, profitability, and cash flow generation with record results delivered in most recent quarter Large pipeline provides significant go forward growth and investment opportunities Amplified aircraft and Engine OEM supply chain issues are a tailwind for leased engine demand Vertically integrated platform enables WLFC to provide liquidity, assets, reduce maintenance expenses to customers, and extract maximum value from the portfolio Strong balance sheet, with a large, diverse pool financial partners WLFC is a Unique Opportunity in Aviation 8 (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, and Leased Assets in Joint Venture portfolios as of September 30, 2024 ✓ ✓ ✓ ✓ ✓ ✓ ✓


 
WLFC’s Vertically Integrated Platform Enables Differentiated Offerings to Customers 9 Services provide greater control over lifecycle of owned and managed assets through parts, maintenance, and planning ✓Engine & aircraft leasing & trading ✓Regional & specialty assets ✓Engine & aircraft lease & loan financing ✓ConstantAccess® / ConstantThrust® ✓ Engine program services providing exchange of an unserviceable engine for an engine from the WLFC portfolio ✓End-of-life aircraft programs Provide capital / liquidity, assets, and maintenance to customers T h ir d P a rt ie s ✓Reduced reliance on external MROs Parts / Used Serviceable Material (“USM”) Est. 2013 ✓Reduced reliance on OEMs ✓Maximizes exit residual value (“WASI”) (“WAML”) Management & Consultancy Est. 2016 ✓Forecast engine maintenance events Engine Maintenance Facilities (US / UK) Est. 2018/2019 (“WASL”) ✓Tear down aircraft ✓Prepare aircraft for re-lease Airframe Maintenance Facility (UK) Est. 2020 (“WERC”)


 
WLFC Has a Long-Term Winning Strategy that Drives Premium Returns 10 Typical Lessor Purchase Price Off Lease Rent & Reserves Exit Value (Appraised) P re s e n t V a lu e WLFC Capital Deployment Framework P re s e n t V a lu e Purchase Price Off Lease Rent & Reserves Repair & Redeploy ▪ Re-using parts and modules from WLFC engines reduces cost and turn time ▪ Using WLFC maintenance facilities reduces cost and turn time Reduced or eliminated with programs Short term lease portfolio give real time rates SellPart-out ▪ Maximize exit via part- out ▪ Real exit data vs 3rd party appraisers ▪ Recycle parts into WLFC MRO ▪ Part-out and repair options are compared with third party bids via trading team ▪ Strategy chosen that maximizes PV WLFC underwriting is an analytical process that relies upon: ▪ WLFC for rent and reserve rates ▪ WASI for part-out valuation ▪ WAML for estimated maintenance expense ▪ WERC & WASL to perform maintenance


 
Our ConstantThrust® and ConstantAccess® Programs Maximize Utilization and Return Through our Solutions for Customers 11 ConstantAccess®ConstantThrust® A full ownership and risk-transfer to WLFC of the customer's engines ✓ WLFC covers the cost and risk of jet engine maintenance by replacing a removed engine with a serviceable engine from portfolio ✓ Saves airline customers significant time, money, and risk associated with engine-heavy maintenance A "just-in-time" program that provides customers a guaranteed engine within a stated notice period ✓ WLFC provides worldwide portfolio of engines with availability guaranteed ✓ Customers have preferred access, on demand ✓ Allows us to better manage our fleet and understand maintenance scheduling Case Study – American AirlinesCase Study – Air India • Leveraged full platform to provide Air India a more cost-efficient solution than an expensive fleet shop visit • WLFC’s large engine portfolio was uniquely positioned to execute • Lease rents and healthy short-term maintenance reserves generate significant cash flows • Transaction includes ConstantThrust® support of Air India’s A321 fleet transition through 2028 • WLFC provides replacement engines from its fleet when engines become unserviceable, enhancing portfolio utilization • Generates predictable demand for significant number of portfolio CFM56-5B engines • WLFC provisioned engines adapting to timing based on engine maintenance schedules, providing American Airlines with constant access to engines • Delivered ~50 engines over a 12-month timeframe • Purchased additional unserviceable CFM56-7B engines, the parts of which are being repaired via in-house services for other airlines, reducing reliance on external MROs and OEMs • WLFC’s broad range of capabilities enables this program which we believe can only be achieved by WLFC


 
16.2% 19.6% 20.0% 2016-LTM Avg. excl. COVID 2019 LTM Q3 2024 $1,456 $1,636 $1,965 $2,002 $2,218 $2,451 $2,518 $2,495 $3,040 2016 2017 2018 2019 2020 2021 2022 2023 Q3 2024 Owned JV Owned Growing Engine Platform with Track Record of Profitability 12 Source: Company filings (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, and Leased Assets in Joint Venture portfolios as of September 30, 2024 (2) Defined as GAAP Net Income to Common Shareholders divided by average Shareholder’s Equity (3) COVID-19 impacted years include 2020 – 2022 (4) Calculated as FCF (EBITDA – Purchase of Property, Equipment and Furnishings) / EBITDA Doubled Portfolio Value Since 2016… …With Return on Equity in Excess of Pre-Covid Levels… (2) (3) …and Stable FCF Conversion With Flexibility to Invest in Growth When Preferred (4) 99% 93% 98% 97% 98% 99% 96% 98% 99% 2016 2017 2018 2019 2020 2021 2022 2023 LTM Q3 2024 Asset Portfolio Net Book Value (1) ($MM) Return on Equity (%) FCF Conversion (%)


 
Seasoned Leadership Team with Disciplined Corporate Governance 13 • WLFC has been a public company and SEC registrant for 28 years since the IPO in 1996 • Sarbanes-Oxley 404(b) compliant • 5-person Board with significant industry experience led by Charles Willis as Executive Chairman and including Austin Willis, the Chief Executive Officer — Split Chairman and CEO roles • Majority of independent directors including: — Brendan Curran – Founder & CEO of BCAS, LLC and Audit Committee Chairperson — Rae Ann McKeating – Former SVP, GC & CCO of Aviation Capital Group and Compensation Committee Chairperson — Colm Barrington – Former CEO and Director of FLY Leasing • Staggered board structure with three classes of directors • Significant equity ownership by directors and management provides alignment with public shareholder base Corporate Governance Through 28 Years as a Publicly Listed Company Leadership Team Dean M. Poulakidas EVP & General Counsel • Joined WLFC in 2011 • 14+ years as a Counsel in ILFC and Pillsbury Scott B. Flaherty EVP & Chief Financial Officer • 13 years of investment banking experience • 8 years as a Project Engineer in Pratt & Whitney Brian R. Hole President • Joined WLFC in 2014 • Worked as a Counsel in IAE and Pratt & Whitney Charles F. Willis, IV Executive Chairperson • Served as the CEO and President since WLFC incorporated in 1985 Austin C. Willis CEO • Founder & CEO of JT Power, a jet engine parts business • 5 years of experience as an Army Green Beret 56 21 21 37 28 # Years of experience


 
Key Takeaways 14 Unlike typical lessors, WLFC provides greater control over lifecycle of owned and managed assets through parts, maintenance, and planning Highly profitable and growing engine platform delivering impressive results Seasoned leadership team with disciplined corporate governance WLFC is a vertically integrated platform of aircraft engines leasing, maintenance, and services businesses


 
Engines: The Most Desirable Asset in Aviation 15


 
Aircraft In-Service Air Travel Demand is Expected to Continue Tracking GDP Growth 16 Engine Demand has Increased due to Disruptions 1 OEM Delays — Recent shortage of aircraft, engines, and spare parts drive scarcity value — Skilled labor shortages due to pandemic exodus 2 Next-Gen Engine Durability 3 Limited MRO Capacity Source: 2024 Market Outlook by Aviation Week Aviation is a Long-Term GDP+ Growth Market ▪ Fleet growth expected to bounce back from COVID as stored aircraft are reintroduced and manufacturers ramp production to fulfill order backlogs ▪ Aircraft in-service also expected to be supported by lower retirement levels as manufacturers struggle with supply chain issues to deliver new aircraft ▪ Growth after 2027 expected to be similar to pre-COVID levels as demand growth approaches long-term trend (‘000s of Aircraft) — New, more efficient engines requiring increased shop visits due to running hotter — Increased engine utilization drives demand for MRO requirements — Slower MRO turn times 25 26 27 28 22 26 27 27 28 29 30 31 31 32 33 34 35 36 '16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26 '27 '28 '29 '30 '31 '32 '33 Historical Forecast (20.0%) World Real GDP growth: 4.5% World Real GDP growth: ~2.5%


 
Supply Chain Issues are a Tailwind for Leased Engine Demand 17 OEM Delays Next-Gen Engine Durability Limited MRO Capacity US supplier Howmet under spotlight over Airbus engine delays Airbus last month reduced its delivery targets for 2024 and slowed its production ramp-up, after what it described as delays in deliveries of LEAP engines built by Safran and GE Aerospace venture CFM, as well as other components like landing gear Reuters, July 31, 2024 With global traffic growing at 12% year-on-year through August and the delivery delays from the aircraft and engine OEM set to continue through the end of this decade, the environment for aircraft leasing remains strong AerCap, October 30, 2024 Newer-generation CFM International Leap engines and Pratt & Whitney GTF engines are requiring repairs in much greater numbers than anticipated due to an array of issues Aviation Week, August 22, 2024 It’s the airplane of the future. It’s still grounded RTX-owned Pratt & Whitney has said that many of its PW1500G turbofans, which were supposed to last 20,000 flight cycles, should be sent to the shop at 5,000 Wall Street Journal, September 10, 2024 Airbus A320 output throttled by leap engine blade issues Bloomberg, July 26, 2024 Aircraft engine maintenance times are higher than ever due to supply shortages Aircraft engine MRO demand is likely to experience a near-term peak in 2026 and remain constrained through the end of the decade. The next large surge in demand from new-generation engines will begin towards the end of 2030 Simple Flying, July 20, 2024 Airlines are now facing historically high engine shop turnaround times (TATs), up by 35% or more for legacy engines and more than 150% for new generation engines, compared to pre-pandemic levels. These uncommonly long delays to maintain and repair engines are reducing the availability of airline fleets Bain & Company, July 18, 2024 New Engine Supply Constraints and Limited MRO Capacity Drive Demand for Spare Engines for Years to Come 1 2 3


 
1,065 400 348 297 ~100 AerCap ELFC WLFC FTAI BeauTech Engine Demand is Growing, and WLFC is a Premier Full-Service Provider 18 Underpenetrated Market Limited Competition Source: Alton research and estimates, latest corporate overview materials, quarterly reports, annual reports and investor presentations, Cirium Aviation Analytics (1) Alton estimates as of March 2024 (2) Does not include managed engines ▪ Industry requires spare engines equal to ~10% of installed engines, or ~6,700 spare engines ▪ ~35% of global spare engine fleet is leased (~2,300 engines) and expected to grow to ~50% (~3,300 engines) (1) ▪ Leased aircraft have grown to be ~50% of global fleet, forecasting a trend we expect to see in engine leasing ▪ Strategy to expand total addressable market by targeting installed engines through programs ▪ Limited number of independent engine platforms ▪ Importance of portfolio size, differentiated offerings, and technical expertise required create material barriers to entry Leased Proportion of Spare Engines in Global Fleet (1) On wing ~90% Spares ~10% Leased 2,300 Owned 4,400 Leased 3,300 Owned 3,400 Expected Indicative Independent Lessor Owned and Managed Engine Portfolio Sizes • Player of scale, albeit focusing across different asset classes and most linked to specific OEMs • Highly concentrated in CFM56, LEAP and GE engines • Limited services-enhanced offering • Full-service engine platform with leasing, spare part and MRO capabilities to provide differentiated solutions to customers • Diversified engine portfolio focused on current generation aircraft engines, and transitioning towards new technology aircraft engines • Long-term lease focus • Not a service- enhanced platform • No new technology aircraft engines • Distributor of engine PMA limits customer base • Small engine portfolios with limited geographic footprint • Unable to provide differentiated solutions due to limited scale and lack of services capabilities • Limited access to capital and others… (2)


 
Engines Retain Value Through Life Cycle and are Resistant to Volatility 19 ▪ Ongoing maintenance rebuilds value and operational capabilities to level comparable to brand new engines ▪ As a result, value is retained even after the supporting airframe is out of production ▪ Newer technology engine values typically increase due to cost escalation from OEMs Superior Value Retention Limited Volatility ▪ Limited lease rate volatility during cyclical downturns ▪ Resilient utilization through periods of reduced demand ▪ Counter-cyclical business characteristics through economic cycles WLFC Utilization & On-Lease Lease Rate Factor Source: Cirium Aviation Analytics (1) % of Net Book Value of on-lease assets vs. Net Book Value of total portfolio (2) Calculated as average of month-end on-lease lease rate factor of WLFC’s lease portfolio. Month-end lease rate factor calculated as total contracted monthly rent divided by total on-leased portfolio Net Book Value (Net Book Value of total portfolio multiplied by utilization) (3) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, and Leased Assets in Joint Venture portfolios as of September 30, 2024 89% 88% 84% 81% 82% 84% 83% 1.24% 1.30% 1.26% 1.23% 1.17% 1.07% 1.30%    20 18    20 19    20 20    20 21    20 22    20 23    20 24 Utilization Monthly On-Lease Lease Rate Factor (1) (2) 20 20 21 20 Q3 2024 1,965 2,002 2,218 2,451 2,518 2,495 3,040 COVID Asset Portfolio Net Book Value ($MM) (3) Engine Life Cycle Phase 1: Emerging Phase 2: Mature Phase 3: Sunset ~20 years ~10 years ~15 years 0 4 8 12 16 20 24 28 32 36 40 44 E n g in e V a lu e Program Age ▪ Phase 1: Value increases due to annual escalation rates for replacement parts ▪ Phase 2: Value plateaus once the engine is out-of-production but still in-service with stable range of operators ▪ Phase 3: Value declines as aircraft platforms retire WLFC Focus


 
Engine and aircraft leasing trading & management ✓ ✓  Next-generation engine leasing & services ✓   Maintenance services ✓ ✓ ✓ End-of-life solutions & disassembly ✓   Used serviceable material ("USM") ✓ ✓ ✓ Engine parts manufacturer approval ("PMA")  ✓  Engine Modules ✓ ✓  NBV of Portfolio Growth (1) 19% (1) Q3 2024 LTM EBITDA ($MM) $328 EBITDA Growth (2) 47% Q3 2024 Utilization Rate 83% Revenue Growth 35% Pre-Tax Income Growth (2) 135% EPS Growth (2) 109% Q3 2024 LTM Dividend Yield 0.62% 20 Compares Favorably to Closest Public Peers (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, and Leased Assets in Joint Venture portfolios as of September 30, 2024 and September 30, 2023 (2) Calculated as LTM Q3’24 YoY growth; LTM EBITDA calculated as Net Income Attributable to Common Shareholders + D&A + Interest Expense + Tax Expense + Gain (Loss) on Debt Extinguishment Source: Company filings; Capital IQ as of December 16, 2024 S e rv ic e s O ff e re d K e y F in a n c ia l M e tr ic s


 
Key Takeaways 21 Engine supply chain issues are a tailwind for leased engine demand for the foreseeable future Engines retain value through life cycle and are more resistant to volatility Demand is growing, and WLFC is the premier full-service engine platform Secular trends drive aerospace growth above GDP with particularly attractive aftermarket


 
In-Demand Portfolio 22


 
Split of Short- and Long-Term Leases Across our Portfolio Provides Exposure to Market Rates and Stability Across Cycle 23 (1) As of September 30, 2024 owned fleet on lease by NBV. Of note, the split is based upon the maintenance reserve type, i.e. long-term lease if the maintenance reserves are reimbursable to the lessee or if there are none, short-term lease if the maintenance reserves are not reimbursable (2) Leases with an initial duration greater than 1 year are generally viewed as long-term Long-term 54% of portfolio(1) Short-term 46% of portfolio(1) Characteristics Demand Maintenance • Predictable needs as the number of in-service aircraft is growing • Yield linked to the market conditions at the time of the agreement • Airline industry trends: o Growing fleet – additional spare engines o Improving Balance Sheet o Avoid high capital cost of new technology engines o Fleet overhaul strategies • Maintenance reserves: o Designed to cover future maintenance costs o Paid by the lessee to the lessor o Potentially reimbursable to the lessee if the maintenance event has taken place • The accumulated reserves are recognized as revenue once the lease terminates • End-of-lease payments for more creditworthy counterparties • Lease rate factor premium • Includes leases which have passed their term date and gone month-to- month • Allows WLFC to quickly adapt to changing demand and pricing conditions • Often extended for additional periods • Maintenance reserves: o Designed to cover future maintenance costs o Paid by the lessee to the lessor o Lessee has no claim on the maintenance reserves • Recognized as immediate revenue • WLFC is responsible for any shortfall in maintenance expense above the reserves received Lease Period (2)>1y Lease Period (2)<1y • Record number of projected shop visits from fleet growth • Support fleet phase-out strategies • Unscheduled engine shop visits caused by unpredictable events: o Foreign object damage o Mechanical failure


 
52% 26% 21% MEA In-Demand Narrowbody Aircraft Engine Portfolio Producing a Consistent Global Lease Revenue Stream 24 Source: Cirium Aviation Analytics (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, and Maintenance Rights as of September 30, 2024 (2) Reflects Lease Rental Revenue for the nine months ended September 30, 2024 (3) Includes in-service passenger aircraft. Weighted by CMV as of September 23, 2024 (4) As of September 30, 2024, owned fleet, weighted by NBV Focus on Most In-Demand Assets… ▪ Strong focus on in-demand Narrowbody engines ▪ Smaller portion of Widebody and Regional engines allows for a global solutions offering to clients ▪ Mid-to-end-of-life aircraft with short remaining lease terms in the context of the “Aircraft for Engines” strategy ▪ Well-balanced geographical split across the three main regions Europe, Americas, and Asia ▪ Growing exposure in Americas relative to other regions is due to the pace of pandemic recovery and the ability to place engines with top-tier lessees $174MM … And Well-Diversified Globally 81% 10% 7% 2% $2.6bn(1) 70% of current in- service aircraft are Narrowbody (3) Widebody Narrowbody Aircraft Regional AmericasAsia Europe Lease Rental Revenue by Region (2) Portfolio Asset Composition(1) New Technology engines grew from 38% in June 2023 to 43% of the portfolio in September 2024 Diverse Engine Portfolio Supports Majority of Global Aircraft Fleets, Allowing WLFC to Offer a One-Stop-Shop Solution to Our Clients Host Aircraft A319/320/321 (Current Gen.) 737 A320neo 787 737Max All other Percent of Global Aircraft Fleet (3) 17% 16% 15% 9% 9% 34% Percent of WLFC Engine Portfolio by Host Aircraft (4) 35% 14% 27% 6% 6% 12%


 
25 Our Diversified Portfolio of Current and Next Generation Engines Gives Us Unique Relevancy and Scale to Meet Various Customer Needs 1 Next Generation 2 Current Generation CFM56 5B / 7B Leap-1A / 1B GenX PW1500 PW1900 PW1100 GE90 PW100 V2500-A5 In-Service Engines Engine Program Age


 
26 Well-Positioned for Current and Future Growth with Investments in CFM56 and LEAP …and will continue to capture current and future opportunities Source: Company Website; 2024 Market Outlook by Aviation Week Today – the CFM56 Engine • The CFM56 is by far the world’s largest engine program currently with 23,000 in service as of 2024 – Represents almost a third of engines in service on commercial aircraft, powering 100% of Boeing 737NG and ~60% A320ceo Narrowbody aircraft • Demand expected to ramp significantly as many engines come up for scheduled maintenance – >$13Bn MRO Demand as of 2024 – ~45% of engines yet to experience first heavy shop visit Tomorrow – the LEAP Engine • The LEAP is a high-bypass turbofan engine produced by CFM International that powers the A320neo and 737MAX next-gen aircraft – Succeeds the CFM56, currently the most successful engine program in history • The in-service number of the LEAP is projected to increase by ~300% through 2033, from 8,074 engines today to 32,104 • LEAP shop visits expected to ramp up generating >$12B in annual MRO demand by 2033 - 10,000 20,000 30,000 2033 2024 CFM-56 engines most prevalent in market today, but LEAP engines will make up majority of market in 2033 Historically, WLFC portfolio has evolved with industry demand… WLFC Portfolio Composition Number of Global Engines 0.0% 20.0% 40.0% 60.0% Jun-24 FYE 2013 FYE 2005 GTF engines expected to be the second most prevalent Narrowbody engine


 
27 “Aircraft for Engines” Strategy Provides An Attractive Entry Point for Engines that Dominate the Existing Portfolio Exit Strategies Hold the Aircraft • Lease the Aircraft during the existing stub lease • Sell the airframe • Lease the engines as spares or disassemble Engine Switch • Remove the aircraft engines for disassembly • Install two engines from the existing portfolio • Lease the aircraft with WLFC engines installed Part-out & Sale • Remove the engines for lease as spares or for disassembly • Sell the airframe Vision Focus on lower-cost, higher-margin opportunities leveraging WLFC’s knowledge of engines, existing asset base, and access to customers and counterparties Entry Point • Buy and lease mid-to-end of life aircraft powered by the same types of engines that dominate the existing engine portfolio • ~10k aircraft are expected to retire over the next decade, mostly consisting of A320 and 737 (1) • Underwriting solely based on the economics of the engines rather than the airframes • Lease cash flows collected with the expectation of eventually selling the airframe and folding the engines into the lease fleet Key Benefits • Lower cost entry into traditional engine leasing • Creates trading opportunities and demand for existing engine portfolio • Supports the expansion of the core engine leasing activity • Further upside can be generated through spare parts sale (1) Estimated per Aviation Week


 
Long-Standing Relationships with the World’s Leading Aviation Companies 28 The Diversity of Customer Groups (Airlines, Engine OEMs, Aircraft Lessors, MROs) Demonstrates Unique Industry Positioning and Differentiates WLFC From Traditional Aircraft Leasing Players Flag Carrier of Argentina Flag Carrier of Mexico Flag Carrier of Kazakhstan (BB / Ba2) Flag Carrier of Canada (BBB) Flag Carrier of New Zealand (BB+) Flag Carrier of France (BBB- / Baa3) Flag Carrier of Croatia (BBB- / Baa3) (BBB / Baa2) Flag Carrier of Fiji (BBB+ / Baa1) (B- / B3) (BB+) Flag Carrier of the Netherlands (BB- / Ba2) Flag Carrier of Paraguay, Peru, and Chile (BBB- / Baa3) Flag Carrier of Germany Flag Carrier of Denmark, Norway, & Sweden Flag Carrier of Switzerland (BB / Ba2) Flag Carrier of Vietnam B / B2 (Ba1)(B+ / B1) Flag Carrier of India (BBB+ / Baa1 (1)) (1) Ratings for the parent company RTX Corporation


 
Continued Success in Securing and Deploying New Technology 29 ▪ In June 2024, WLFC committed to acquire 15 new technology Pratt & Whitney GTF engines from PWEL ▪ Transaction is valued at $364MM ▪ Engines directly leased back to PWEL ▪ Pratt & Whitney’s GTF engine offers up to 17% lower fuel consumption and are certified for operation on 50% Sustainable Aviation Fuel (“SAF”) ▪ Have been successful in tailoring finance leases to meet customer needs and creating significant incremental profitability ▪ Closed on eleven finance leases in 2024 (including GTF engines) ▪ Expect significant market amongst smaller lessors / investors seeking leverage for smaller transactions Acquiring New Technology Deploying New Technology Aircraft Lessors


 
30 Strategic Joint Venture With Mitsui Expands Opportunities and Provides Alternative Capital Markets Access KEY FEATURES Willis Mitsui & Co. Engine Support Limited Est. 2011 | Dublin, Ireland Q3 2024 NBV of the Leased Portfolio: $336MM (49 engines) Grows service revenue without diluting equity / shareholders 50/50 joint venture Provides access to alternative sources of capital (i.e., JOL / JOLCO market) Engines: V2500, CF34-10E, CFM56- 7B, CFM56-5B, LEAP-1A, PW1500, & Genx Incremental mandate to invest in aircraft


 
Key Takeaways 31 Wide range of asset types enable best-in-class asset portfolio and customer diversification Unique portfolio mix with capabilities to serve today and tomorrow’s aircraft fleet Support airline and lessor customers as one-stop-shop solutions, including transition toward new tech aircraft engines Focus on all engine types across the full useful life to serve customers globally Key positions on most in-demand engines assets globally


 
Conservative and Diversified Funding Structure Supporting Capital Allocation Priorities 32


 
33 WLFC Maintains Conservative Funding Strategies to Continue Growing Portfolio Through Market Cycles General Funding Strategy • WLFC, directly or through a structured financing, typically acquires engines with a combination of equity capital and funds from borrowed monies. Usually borrows up to 85%+ of an engine purchase price • Substantially all of WLFC's assets secure related indebtedness. For discrete financing purposes, the Company will enter into bilateral and preferred financing arrangements from time to time Innovative Partnerships to Optimize Cost of Capital • Pursue innovative structures and opportunities to lower our cost of equity, find long-term partners, and minimize equity dilution as the business grows • Joint ventures with Mitsui and CASC allow for diversified capital funding without diluting common equity shareholders or increasing leverage • Refinanced and expanded preferred stock position held by the Development Bank of Japan, the Company’s long-term partner, into a $65MM preferred stock position Funding Mix • Bias towards long-term fix rate debt to better match asset with liabilities. Look to refinance well before maturity dates and to ladder maturities • Typically grow portfolio through RCF and warehouse facility term out in Long-Term fixed rate facilities • Historically WLFC has utilized secured financings Liquidity • Actively monitor revolving credit facility borrowing base and generally view the RCF and warehouse as primary source of liquidity • Entered into a new ~$1Bn revolving credit facility with a consortium of lenders in Q4 2024 • Entered into a $500MM warehouse facility in Q2 2024 • Laddering of maturities avoids significant maturity walls • Favourable financing terms from ABS, JOLCO, and other


 
Proven Access to Debt and Preferred Equity Capital Markets with a Large Pool of Reliable Bank Partners 34 Revolving Credit Facility 403 Drawn 597 Undrawn Structured Debt Warehouse Total Size 214 Drawn 286 Undrawn WEST III 187 WEST IV 231 WEST V 271 WEST VI 288 WEST VII 361 JOLCO Financings 61 Preferred Equity 63 WLFC Debt Facilities In $MM; as of September 30, 2024


 
$MM unless otherwise noted 2020 2021 2022 2023 Q3 2024 Select Balance Sheet & Cash Flow Items Asset Portfolio NBV (1) 2,218 2,451 2,518 2,495 3,040 Cash + Restricted Cash 79 96 89 168 105 Total Debt 1,694 1,790 1,847 1,803 1,990 Credit Facility 777 590 727 353 403 Securitization Facilities 923 1,214 1,130 1,432 1,337 Warehouse Facility - - - - 214 Other Corporate Debt 13 5 3 42 61 Less: unamortized debt issuance costs and notes discounts (19) (19) (13) (24) (24) Preferred Equity 50 50 50 50 63 Equity Book Value 364 376 405 439 518 Select Credit Metrics Loan-to-Value (2) 76% 73% 73% 72% 65% Net Debt / Equity 3.9x 4.0x 3.9x 3.3x 3.2x 35 Deleveraging Capital Structure with Stable Credit Ratings (1) Represents leased assets, notes receivable, investments in sales-type leases, maintenance rights and leased assets in JV portfolio (2) Calculated as Total Debt / Asset Portfolio Net Book Value Source: Company filings; Bloomberg Willis Engine Structured Trust III Willis Engine Structured Trust VII Credit Ratings on Key Securitization Facilities 2017-A Series A Notes 2023-A Series A Notes 2017-A Series B Notes Willis Engine Structured Trust IV 2018-A Series A Notes 2018-A Series B Notes Willis Engine Structured Trust V 2020-A Series A Notes 2020-A Series B Notes 2020-A Series C Notes Willis Engine Structured Trust VI 2021-A Series A Notes 2021-A Series B Notes 2021-A Series C Notes A BBB BB A BBB A BBB BB Not Rated Fitch A BBB+ BB A- BBB- A BBB BB KBRA A BBB BB


 
Date Asset Overview Rationale March 2024 15 CFM56 engines • Desirable assets to add to inventory 2023 – 2024 3 PW1133G-JM engines • Sale leaseback June 2024 15 PW 1100G engines • Sale leaseback June 2024 • 3x Boeing 737-7H4 aircraft • 6x CFM56 engines • Sale leaseback Select Transactions 36 Demonstrated History of Strategic Investments in Our Portfolio Historical Investment in Portfolio (1) Purchase of Equipment Held for Lease Issuance of Notes Source: Company filings (1) Purchases of equipment held for lease and issuance of notes receivable 599 179 302 250 546 332 441 373 174 LTM20232022202120202019201820172016 ($MM)


 
37 Capital Allocation Priorities Tailored to Deliver Organic Growth • JT-Power 2013 • TES Aviation 2016 Opportunistic M&A • Announced regular dividend for the first and second time in Q2 and Q3’24 • Prudent dividend policy without limiting growth and delivering Maintain Regular Dividend Return Policy • Various credit metrics have improved over past years • Access to diversified sources of capital lowers financing costs • Aspiration to be solid BB / low 3x leverage over long term • Leverage could vary temporary with asset purchases Balancing Leverage 2 • Focus on pipeline and acquiring assets • Expanding MRO capabilities Invest in Organic Growth and Service Capabilities 1 3 4


 
38 WLFC Continues to Execute, and Investors Are Taking Note What We Have Achieved Historically What we Have Achieved in the Last 2-3 Years What is the Future Growth Opportunity Ahead of Us ✓ Advancement of engine program services pioneered by WLFC, including ConstantThrust® and ConstantAccess® products ✓ Increase new technology exposure with focus on new LEAP, GTF, and other next-gen engines ✓ Leverage WLFC know-how for lower- cost, higher-margin “aircraft for engines” sourcing ✓ Leverage lower cost of capital to pursue larger scale growth of fleet through acquisition ✓ Invested to be well positioned for what we foresaw as a tight engine market, resulting in premium returns ✓ Significant growth across financial and operating metrics coming out of COVID ✓ Stock price appreciated ~340% year- to-date 2024 ✓ Resilient Utilization Trend: ~87% average utilization rate over the past 20+ years ✓ Average monthly lease rate factor has remained at ~1% over the past 20+ years ✓ Success in growing portfolio organically ✓ Disciplined pursuit of strategic, accretive M&A opportunities in aircraft and engine leasing and aviation services ✓ Demonstrated ability to organically build strategic adjacencies (WERC US/UK, WASL)


 
39 Appendix Supplemental Information


 
Total revenue Depreciation and amortization expense Cost of spare parts and equipment sales Cost of maintenance services General and administrative Technical expense Total operating expenses Lease rent revenue Maintenance reserve revenue Spare parts and equipment sales Interest revenue Gain on sale of leased equipment Maintenance services revenue Other revenue REVENUE OPERATING EXPENSES (1) 40 Business with Multiple Sources of Revenue % as of nine months ended Sept. 30, 2024 Definition 100% Majority is depreciation on the lease portfolio30% Cost of after-market engine parts, whole engines, engine modules, and portable aircraft components8% Predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services provided to third parties 8% Mainly consist of personnel expense, including stock-based compensation46% Consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs 8% 100% Rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment42% Consist of long-term (<10%) and short-term (>90%) maintenance revenue: • Short-term maintenance is recognized as immediate revenue and is a proxy for flight time of the engine portfolio • Long-term maintenance revenue is influenced by end of lease compensation and the realization of long-term maintenance reserves associated with engines coming off lease 38% • Purchase and resale of after-market engine parts, whole engines, engine modules, and portable aircraft components • Spare parts sales through WASI and equipment sales through trading platform • Resale of engines, aircraft, and other related equipment that were not held for lease • Affected by the demand for surplus material as operators extend the lives of their current generation engine portfolios 5% Interest earned on notes receivable2% Sale of engines and other parts and equipment from the lease portfolio8% Predominately represent fleet management, engine and aircraft storage, and repair services, and revenue related to fixed base operator services provided to third parties, such as refueling, maintenance, and hangar services 4% Consists primarily of managed service fee revenue related to the servicing of engines for the Willis Mitsui & Company Engine Support Limited (“WMES”) lease portfolio 2% Contributing Business (“WERC”) (“WASI”) (“WAML”) (“WERC”) (“WMES”) (“WASI”) (“WERC”) All (“WASI”) (“WERC”) (1) Excludes net finance costs


 
41 Supplemental: Reconciliation of Net Income to Non-GAAP EBITDA $MM 2016 2017 2018 2019 2020 2021 2022 2023 LTM Q3 2024 Net Income Attributable to Common Shareholders 13.8 60.3 39.9 63.6 6.4 0.2 2.1 40.4 94.9 (+) D&A 66.3 66.0 76.8 86.2 94.5 90.5 88.3 90.9 91.1 (+) Interest Expense 41.1 48.7 64.2 66.9 63.0 68.0 66.7 78.8 97.7 (+) Tax Expense (Benefit) 9.9 (26.1) 13.0 22.0 7.6 5.8 4.4 23.3 44.7 (+) Gain (Loss) on Debt Extinguishment (0.1) - - (0.2) (4.7) - (2.6) - - EBITDA 131.0 148.9 193.9 238.5 166.8 164.5 158.9 233.4 328.3 Source: Company Filings


 


 
v3.24.4
Cover
Dec. 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 17, 2024
Entity Registrant Name Willis Lease Finance Corp
Entity Central Index Key 0001018164
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-15369
Entity Tax Identification Number 68-0070656
Entity Address, Address Line One 4700 Lyons Technology Parkway
Entity Address, City or Town Coconut Creek
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33073
City Area Code 561
Local Phone Number 349-9989
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol WLFC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

Willis Lease Finance (NASDAQ:WLFC)
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Willis Lease Finance (NASDAQ:WLFC)
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