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25: R4 Consolidated Statements of Operations and Other HTML 137K
Comprehensive Income/(Loss)
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Policies
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(Exact name
of registrant as specified in its charter)
iDelaware
i27-1840403
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i2000 Avenue of the Stars,
iSuite
1000N
i90067
iLos Angeles,
iCalifornia
(Address
of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (i310) i553-0555
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock
iAL
iNew
York Stock Exchange
i6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
iAL PRA
iNew
York Stock Exchange
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. iYes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). iYes☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No i☒
At
August 2, 2023, there were i111,027,252 shares of Air Lease Corporation’s Class A common stock outstanding.
This Quarterly Report on Form 10-Q and other publicly available documents may contain or incorporate statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, the state of the airline industry, our access to the capital and debt markets, the impact of Russia’s invasion of Ukraine and the impact of sanctions imposed on Russia, aircraft and engine delivery delays, our aircraft sales pipeline and expectations, the impact of inflation, rising interest rates and other macroeconomic conditions and other factors affecting our financial condition or results of operations. Words such as “can,”“could,”“may,”“predicts,”“potential,”“will,”“projects,”“continuing,”“ongoing,”“expects,”“anticipates,”“intends,”“plans,”“believes,”“seeks,”“estimates” and “should,” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors that may cause our actual results, performance or achievements, or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others:
•our inability to obtain additional capital on favorable terms, or at all, to acquire
aircraft, service our debt obligations and refinance maturing debt obligations;
•increases in our cost of borrowing or changes in interest rates;
•our inability to generate sufficient returns on our aircraft investments through strategic acquisition and profitable leasing;
•the failure of an aircraft or engine manufacturer to meet its delivery obligations to us, including or as a result of technical or other difficulties with aircraft before or after delivery;
•our ability to recover losses related to aircraft detained in Russia, including through insurance claims and related litigation;
•obsolescence of, or changes in overall demand
for, our aircraft;
•changes in the value of, and lease rates for, our aircraft, including as a result of aircraft oversupply, manufacturer production levels, our lessees’ failure to maintain our aircraft, rising inflation, appreciation of the U.S. Dollar, and other factors outside of our control;
•impaired financial condition and liquidity of our lessees, including due to lessee defaults and reorganizations, bankruptcies or similar proceedings;
•increased competition from other aircraft lessors;
•the failure by our lessees to adequately insure our aircraft or fulfill their contractual indemnity obligations to us, or the failure of such insurers to fulfill their contractual obligations;
•increased
tariffs and other restrictions on trade;
•changes in the regulatory environment, including changes in tax laws and environmental regulations;
•other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and
•any additional factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2022 and other SEC filings, including future SEC filings.
All
forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not intend and undertake no obligation to update any forward-looking information to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Debt
financing, net of discounts and issuance costs
i18,895,793
i18,641,063
Security deposits
and maintenance reserves on flight equipment leases
i1,410,766
i1,293,929
Rentals
received in advance
i141,294
i147,654
Deferred tax liability
i1,029,685
i970,797
Total
liabilities
$
i22,905,169
$
i21,750,342
Shareholders’
Equity
Preferred Stock, $ii0.01/
par value; ii50,000,000/ shares authorized; iiii10,600,000///
(aggregate liquidation preference of $ii850,000/) shares issued
and outstanding at June 30, 2023 and December 31, 2022, respectively
$
i106
$
i106
Class A
common stock, $ii0.01/ par value; ii500,000,000/
shares authorized; ii111,027,252/ and ii110,892,097/
shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
i1,110
i1,109
Class B
Non-Voting common stock, $ii0.01/ par value; authorized ii10,000,000/
shares; iiiino/// shares
issued or outstanding
Air Lease Corporation (the “Company”, “ALC”, “we”, “our” or “us”) is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. The Company is principally engaged in purchasing the most modern, fuel-efficient, new technology commercial jet aircraft directly from aircraft manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”).
The Company leases these aircraft to airlines throughout the world with the intention to generate attractive returns on equity. As of June 30, 2023, the Company owned i448 aircraft, managed i80
aircraft and had i359 aircraft on order with aircraft manufacturers. In addition to its leasing activities, the Company sells aircraft from its fleet to third parties, including other leasing companies, financial services companies, airlines and other investors. The Company also provides fleet management services to investors and owners of aircraft portfolios for a management fee.
Note
2. iBasis of Preparation and Critical Accounting Policies
iThe Company consolidates financial statements
of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity in which the Company has a controlling financial interest and for which it is the primary beneficiary. All material intercompany balances are eliminated in consolidation.iThe accompanying Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial
information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
The accompanying unaudited Consolidated Financial Statements include all adjustments, consisting only of normal, recurring adjustments, which are in the opinion of management necessary to present fairly the Company’s financial position, results of operations and cash flows at June 30, 2023, and for all periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31,
2023. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Summary of Significant Accounting Policies
i
Flight equipment
Flight
equipment under operating lease is stated at cost less accumulated depreciation. Purchases, major additions and modifications, and interest on deposits during the construction phase are capitalized. The Company generally depreciates passenger aircraft on a straight-line basis over a i25-year life from the date of manufacture to a i15%
residual value. The Company generally depreciates freighter aircraft on a straight-line basis over a i35-year life from the date of manufacture to a i15% residual value. Changes in the assumption of useful lives or
residual values for aircraft could have a significant impact on the Company’s results of operations and financial condition.
Major aircraft improvements and modifications incurred during an off-lease period are capitalized and depreciated over the lesser of the remaining life of the flight equipment or the aircraft improvement. In addition, costs paid by us for scheduled maintenance and overhauls are capitalized and depreciated over a period to the next scheduled maintenance or overhaul event. Miscellaneous repairs are expensed when incurred.
The Company’s management evaluates on a quarterly basis the need to perform an impairment
test whenever facts or circumstances indicate a potential impairment has occurred. An assessment is performed whenever events or changes in circumstances indicate that the carrying amount of an aircraft may not be recoverable. Recoverability of an aircraft’s carrying amount is measured by comparing the carrying amount of the aircraft to future undiscounted net cash flows expected to be generated by the aircraft. The undiscounted cash flows consist of cash flows from currently contracted leases, future projected lease rates, and estimated residual or scrap values for each aircraft. We develop assumptions used in the recoverability analysis based on our knowledge of active lease contracts, current and future expectations of the global demand for a particular aircraft type, potential for alternative use of aircraft and historical experience in the aircraft leasing market and aviation
industry, as well as information received from third-party industry sources. The factors considered in estimating the undiscounted cash flows are affected by changes in future periods due to changes in contracted lease rates, economic conditions, technology, and airline demand for a particular aircraft type. In the event that an aircraft does not meet the recoverability test and the aircraft's carrying amount falls below estimated values from third-party industry sources,
the aircraft will be recorded at fair value in accordance with the Company’s Fair Value Policy, resulting in an impairment charge. Our Fair Value Policy is described below under “Fair Value Measurements”.
Debt
financing, net of discounts and issuance costs
$
i18,895,793
$
i18,641,063
/
As
of June 30, 2023, management of the Company believes it is in compliance in all material respects with the covenants in its debt agreements, including minimum consolidated shareholders’ equity, minimum consolidated unencumbered assets, and interest coverage ratio.
Public unsecured bonds. During the six months ended June 30, 2023, the Company issued $i700.0 million in aggregate principal amount of i5.30%
Medium-Term Notes due 2028.
Private placement securities. During the six months ended June 30, 2023, the Company, through a trust, issued $i600.0 million in aggregate principal amount of i5.85%
trust certificates due 2028 in a Sukuk financing. If the Company fails to meet its obligations under the Sukuk financing, the sole rights of each of the holders of the trust certificates will be against the Company to perform its obligations under the arrangements to which it is a party.
Syndicated unsecured revolving credit facility
As of June 30, 2023 and December 31, 2022, the Company had $ii1.0/ billion,
outstanding under its unsecured revolving credit facility (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility are used to finance the Company’s working capital needs in the ordinary course of business and for other general corporate purposes.
During
the second quarter of 2023, the Company amended and extended its Revolving Credit Facility through an amendment that, among other things, extended the final maturity date from May 5, 2026 to May 5, 2027 and amended the total revolving commitments thereunder to approximately $i7.2 billion as of May 5, 2023. The amended Revolving Credit Facility
also decreased the SOFR credit spread adjustment applicable to borrowings for all interest periods. As of June 30, 2023, borrowings under the Revolving Credit Facility accrue interest at Adjusted Term SOFR (as defined in the Revolving Credit Facility) plus a margin of i1.05% per year. The Company is required to pay a facility fee of i0.20%
per year in respect of total commitments under the Revolving Credit Facility. Interest rate and facility fees are subject to changes in the Company’s credit ratings.
As of August 3, 2023, lenders held revolving commitments totaling approximately $i6.8 billion that mature on May 5, 2027, commitments totaling $i320.0 million
that mature on May 5, 2026, and commitments totaling $i32.5 million that mature on May 5, 2025.
Other debt financings
From time to time, the Company enters into other debt financings such as unsecured revolving credit facilities, unsecured term financings and secured term financings, including export credit.
During the quarter ended June 30, 2023, the Company entered into a $i650.0 million term loan. Under the terms of the loan agreement, the Company has the ability to set the funding date of the loan; however, the loan must be funded by November 2023. Once funded, the term loan bears interest at a floating rate of Term
SOFR plus a credit spread adjustment of i0.10% plus i1.4% and has a final maturity on November 24, 2026. This term loan contains customary covenants and events of default consistent with the
Company’s Revolving Credit Facility. In July 2023, the Company entered into a new lender supplement to increase the total term loan to $i725.0 million. As of August 3, 2023, the Company had ino
borrowings outstanding under the term loan.
In addition, during the quarter ended June 30, 2023, the Company issued $i112.2 million in secured notes due 2034 guaranteed by United Kingdom Export Finance (“UKEF”), the UK government’s export credit agency. The notes will mature on October 6, 2034 and will bear interest at a floating rate of three-month
SOFR plus i0.42%. The Company pledged ione aircraft as collateral in connection with this transaction.
As
of June 30, 2023, the outstanding balance on other debt financings was $i887.6 million and the Company had pledged ithree
aircraft as collateral with a net book value of $i318.2 million. As of December 31, 2022, the outstanding balance on other debt financings was $i708.3 million and the
Company had pledged ithree aircraft as collateral with a net book value of $i212.1 million.
Maturities
i
Maturities
of debt outstanding as of June 30, 2023 are as follows (in thousands):
In response to the sanctions against certain industry sectors and parties in Russia, in March 2022, the Company terminated all of its leasing activities in Russia, including ieight aircraft from its managed fleet. While the Company or the respective managed platform maintains title to the aircraft, the
Company determined that it is unlikely it or they will regain possession of the aircraft detained in Russia. As such, during the three months ended March 31, 2022, the Company recognized a loss from asset write-offs of its interests in owned aircraft detained in Russia, totaling approximately $i791.0 million. In October 2022, ione
Boeing 737-8 MAX aircraft that was not operating and had been in storage in Russia since the 737 MAX grounding was returned to the Company. At this time, the Company does not anticipate the return of any other aircraft detained in Russia.
In June 2022, the Company submitted insurance claims to its insurers to recover its losses relating to aircraft detained in Russia. In December 2022, the Company filed suit in the Los Angeles County Superior Court of the State of California against its insurers in connection with its previously submitted insurance
claims and will continue to vigorously pursue all available insurance claims. Collection, timing and amounts of any insurance recoveries and the outcome of the ongoing insurance litigation remain uncertain at this time.
As of August 3, 2023, i20 aircraft previously included in the Company’s owned fleet are
still detained in Russia. The operators of these aircraft have continued to fly most of the aircraft notwithstanding the termination of leasing activities and the Company’s ongoing demands for the return of its assets.
Note 5. iCommitments and Contingencies
Aircraft
Acquisition
As of June 30, 2023, the Company had commitments to purchase i359 aircraft from Boeing and Airbus for delivery through 2028, with ongoing delays that could extend through 2029, with an estimated aggregate commitment of $i23.2 billion.
The table is subject to change based on Airbus and Boeing delivery delays. As noted below, the Company expects delivery delays for a majority of the aircraft in its orderbook. The Company remains in discussions with Boeing and Airbus to determine the extent and duration of delivery delays; however, the Company is not yet able to determine the full impact of these delays.
(1) The
Company’s Airbus A320/321neo aircraft orders include i12 long-range variants and i49 extra long-range variants.
(2) The table above reflects Airbus and Boeing aircraft delivery delays based on contractual documentation.
Pursuant
to the Company’s purchase agreements with Boeing and Airbus, the Company agrees to contractual delivery dates for each aircraft ordered. These dates can change for a variety of reasons, however for the last several years, manufacturing delays have significantly impacted the planned purchases of the Company’s aircraft on order with both Boeing and Airbus.
The aircraft purchase commitments discussed above could also be impacted by cancellations. The Company’s purchase agreements with Boeing and Airbus generally provide each of the
Company and the manufacturers with cancellation rights for delivery delays starting at iione year/ after
the original contractual delivery date, regardless of cause. In addition, the Company’s lease agreements generally provide each of the Company and the lessee with cancellation rights related to certain aircraft delivery delays that typically parallel the cancellation rights in the Company’s purchase agreements.
i
Commitments for the acquisition
of these aircraft, calculated at an estimated aggregate purchase price (including adjustments for anticipated inflation) of approximately $i23.2 billion as of June 30, 2023, are as follows (in thousands):
The
Company has made non-refundable deposits on flight equipment purchases of $i1.1 billion and $i1.3 billion as of June 30, 2023 and December 31, 2022, respectively,
which are subject to manufacturer performance commitments. If the Company is unable to satisfy its purchase commitments, the Company may be forced to forfeit its deposits and may also be exposed to breach of contract claims by its lessees as well as the manufacturers.
As
of June 30, 2023, minimum future rentals on non-cancellable operating leases of flight equipment in the Company’s owned fleet, which have been delivered as of June 30, 2023 are as follows (in thousands):
Basic earnings/(loss) per share is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if the effect of including these shares would be anti-dilutive.
The Company’s itwo classes of common stock, Class A and Class B non-voting, have equal rights to dividends and income, and therefore, basic and diluted earnings per share are the same for each class of common stock. As of June 30, 2023, the Company did inot
have any Class B non-voting common stock outstanding.
Diluted earnings per share takes into account the potential conversion of stock options, restricted stock units, and warrants using the treasury stock method and convertible notes using the if-converted method. For the three and six months ended June 30, 2023, the Company did iinot/
exclude any potentially dilutive securities, whose effect would have been anti-dilutive, from the computation of diluted earnings per share. Since the Company was in a loss position for the six months ended June 30, 2022, diluted net loss per share is the same as basic net loss per share for the period as the inclusion of all potential common shares outstanding would have been anti-dilutive. For the six months ended June 30, 2022, the Company excluded i301,279
potentially dilutive securities, whose effect would have been anti-dilutive, from the computation of diluted earnings per share. For the three months ended June 30, 2022, the Company did inot exclude any potentially dilutive securities, whose effect would have been anti-dilutive, from the computation of diluted earnings per share. The
Company excluded i969,698 and i978,036 shares related
to restricted stock units for which the performance metric had yet to be achieved as of June 30, 2023 and 2022, respectively.
Net
income/(loss) attributable to common stockholders
$
i121,976
$
i105,852
$
i240,271
$
(i373,566)
Denominator
Weighted-average
shares outstanding
i111,021,133
i110,868,040
i110,982,557
i112,373,092
Basic
earnings/(loss) per share
$
i1.10
$
i0.95
$
i2.16
$
(i3.32)
Diluted
earnings/(loss) per share:
Numerator
Net income/(loss)
$
i132,401
$
i116,277
$
i261,121
$
(i352,716)
Preferred
stock dividends
(i10,425)
(i10,425)
(i20,850)
(i20,850)
Net
income/(loss) attributable to common stockholders
$
i121,976
$
i105,852
$
i240,271
$
(i373,566)
Denominator
Number
of shares used in basic computation
i111,021,133
i110,868,040
i110,982,557
i112,373,092
Weighted-average
effect of dilutive securities
i217,871
i175,796
i324,492
i—
Number
of shares used in per share computation
i111,239,004
i111,043,836
i111,307,049
i112,373,092
Diluted
earnings/(loss) per share
$
i1.10
$
i0.95
$
i2.16
$
(i3.32)
/
Note
8. iFair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring and Non-recurring Basis
The Company has a cross-currency swap related to its Canadian dollar Medium-Term Notes, which were issued in December 2019. The fair value of the swap as a foreign currency exchange derivative is categorized as a Level 2 measurement in the fair value hierarchy and is measured on a recurring
basis. As of June 30, 2023, the estimated fair value of the foreign currency exchange derivative asset was $i3.4 million. As of December 31, 2022, the estimated fair value of the foreign currency exchange derivative liability was $i2.5 million.
Financial
Instruments Not Measured at Fair Values
The fair value of debt financing is estimated based on the quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities, which would be categorized as a Level 2 measurement in the fair value hierarchy. The estimated fair value of debt financing as of June 30, 2023 was $i17.9 billion compared to
a book value of $i19.1 billion. The estimated fair value of debt financing as of December 31, 2022 was $i17.5 billion compared to a book value of $i18.8
billion.
The following financial instruments are not measured at fair value on the Company’s Consolidated Balance Sheets at June 30, 2023, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at June 30, 2023 and December 31, 2022 approximates their carrying value as reported on the Consolidated Balance Sheets. The fair value of all these instruments would be categorized as Level 1 in the fair value hierarchy.
The Company was authorized to issue ii50,000,000/
shares of preferred stock, $ii0.01/ par value, at June 30, 2023 and December 31,
2022. As of June 30, 2023 and December 31, 2022, the Company had iiii10.0///
million shares of ii6.15/% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), $ii0.01/
par value, issued and outstanding with an aggregate liquidation preference of $ii250.0/
million ($ii25.00/ per share), iiii300,000///
shares of ii4.65/% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), $ii0.01/
par value, issued and outstanding with an aggregate liquidation preference of $ii300.0/
million ($ii1,000/ per share) and iiii300,000///
shares of ii4.125/% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), $ii0.01/
par value, issued and outstanding with an aggregate liquidation preference of $ii300.0/
million ($ii1,000/ per share).
i
The
following table summarizes the Company’s preferred stock issued and outstanding as of June 30, 2023 (in thousands, except for share amounts and percentages):
(1) 3M
Term SOFR includes a credit spread adjustment of i0.10%.
/
Note 10. iStock-based
Compensation
On May 3, 2023, the stockholders of the Company approved the Air Lease Corporation 2023 Equity Incentive Plan (the “2023 Plan”). Upon approval of the 2023 Plan, no new awards under the Air Lease Corporation 2014 Equity Incentive Plan (the “2014 Plan”) could be granted. As of June 30, 2023, the number of shares of Class A Common Stock available for new award grants under the 2023 Plan is approximately i4,133,835.
The Company has issued restricted stock units (“RSUs”) with ifour different vesting criteria: those RSUs that vest based on the attainment of book-value goals, those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals, time based RSUs that vest ratably over a time period of ithree
years and RSUs that cliff vest at the end of a one or two year period.
As of June 30, 2023, the Company had ino outstanding stock options (“Stock Options”) and ino
unrecognized compensation costs related to outstanding Stock Options. For the three and six months ended June 30, 2023 and 2022, there were iiiino///
stock-based compensation expenses related to Stock Options.
The Company recorded $i8.7 million and $i6.6
million of stock-based compensation expense related to RSUs for the three months ended June 30, 2023 and 2022, respectively.
The Company recorded $i14.6 million and $i4.0
million of stock-based compensation expense related to RSUs for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2022, the Company recorded a net reversal of previously recognized stock-based compensation of $i2.5 million. Such net reversal was a result of reductions in the underlying vesting estimates of certain
book value RSUs as the performance criteria were no longer considered probable of being achieved during the six months ended June 30, 2022.
Compensation cost for RSUs is measured at the grant date based on fair value and recognized over the vesting period. The fair value of book value and time based RSUs is determined based on the closing market price of the Company’s Class A common stock on the date of grant, while the fair value of RSUs that vest based on the attainment of TSR goals is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were
estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period.
During the six months ended June 30, 2023, the Company granted i704,565 RSUs of which i121,608
are TSR RSUs and i243,206 are book value RSUs. iThe
following table summarizes the activities for the Company’s unvested RSUs for the six months ended June 30, 2023:
As
of June 30, 2023, there was $i49.6 million of unrecognized compensation expense related to unvested stock-based payments granted to employees. Total unrecognized compensation expense will be recognized over a weighted-average remaining period of i2.01
years.
Note 11. iAircraft Under Management
As of June 30, 2023, the Company managed i80
aircraft across ithree aircraft management platforms. The Company managed i45 aircraft through its Thunderbolt platform, i34
aircraft through the Blackbird investment funds and ione aircraft on behalf of a financial institution.
As of June 30, 2023, the Company managed i34
aircraft on behalf of third-party investors through itwo investment funds, Blackbird I and Blackbird II. These funds invest in commercial jet aircraft and lease them to airlines throughout the world. The Company provides management services to these funds for a fee. As of June 30, 2023, the
Company's non-controlling interests in each fund were i9.5% and are accounted for under the equity method of accounting. The Company’s investments in these funds aggregated $i65.6 million
and $i64.7 million as of June 30, 2023 and December 31, 2022, respectively, and are included in Other assets on the Consolidated Balance Sheets.
Additionally, the Company continues to manage aircraft that it sells through its Thunderbolt platform. The Thunderbolt platform facilitates the sale of mid-life aircraft to investors
while allowing the Company to continue the management of these aircraft for a fee. As of June 30, 2023, the Company managed i45 aircraft across ithree
separate transactions. The Company has non-controlling interests in itwo of these entities of approximately i5.0%,
which are accounted for under the cost method of accounting. The Company’s total investment in aircraft sold through its Thunderbolt platform was $ii8.8/ million
as of each of June 30, 2023 and December 31, 2022 and is included in Other assets on the Consolidated Balance Sheets.
As of June 30, 2023, the Company had sales-type leases for iten
A320-200 aircraft in its owned fleet.
Net investment in sales-type leases are included in Other assets in the Company’s Consolidated Balance Sheets based on the present value of fixed payments under the contract and the residual value of the underlying asset, discounted at the rate implicit in the lease. iThe
Company’s investment in sales-type leases consisted of the following (in thousands):
As of June 30, 2023, the Company had i19
aircraft, with a carrying value of $i0.9 billion, which were held for sale and included in Other assets on the Consolidated Balance Sheets. The Company expects the sale of all i19
aircraft to be completed by end of the second quarter of 2024. During the three months ended June 30, 2023, the Company received an aggregate of $i639.7 million in purchase deposits pursuant to conditional sale agreements related to i10
of the i19 aircraft, which amount is included in Accrued interest and other payables on the Consolidated Balance Sheets.
During the six months ended June 30, 2023, the Company completed the sale of i10
aircraft from its held for sale portfolio. The Company ceases recognition of depreciation expense once an aircraft is classified as held for sale. As of December 31, 2022, the Company had ifour aircraft, with a carrying value of $i153.5 million,
which were held for sale and included in Flight equipment subject to operating leases on the Consolidated Balance Sheets.
Note 14. iSubsequent Events
On August 2, 2023, the Company’s board of directors approved quarterly cash
dividends for the Company’s Class A common stock and Series A, B and C Preferred Stock. iThe following table summarizes the details of the dividends that were declared:
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Overview
Air Lease Corporation (the “Company”, “ALC”, “we”, “our” or “us”) is a leading aircraft leasing company that was founded by aircraft
leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing the most modern, fuel-efficient new technology commercial jet aircraft directly from aircraft manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”), and leasing those aircraft to airlines throughout the world with the intention to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our fleet to third-parties, including other leasing companies, financial services companies, airlines and other investors. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. Our operating performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our indebtedness, supplemented by gains from aircraft sales and our management fees.
Second
Quarter Overview
As of June 30, 2023, the net book value of our fleet was $25.5 billion, compared to $24.5 billion as of December 31, 2022. During the three months ended June 30, 2023, we purchased and took delivery of 19 aircraft from our new order pipeline and sold eight aircraft, ending the period with a total of 448 aircraft in our owned aircraft portfolio. The weighted average age of our flight equipment subject to operating lease was 4.5 years and the weighted average lease term remaining was 7.2 years as of June 30, 2023. Our managed fleet was comprised of 80 aircraft as of June 30, 2023 as compared to a managed fleet of 85 aircraft
as of December 31, 2022. We have a globally diversified customer base comprised of 118 airlines in 63 countries as of June 30, 2023. We continue to maintain a strong lease utilization rate of 99.9% for the three and six months ended June 30, 2023.
As of June 30, 2023, we had commitments to purchase 359 aircraft from Boeing and Airbus for delivery through 2028 with ongoing delays that could extend through 2029, with an estimated aggregate commitment of $23.2 billion. We have placed 100% of our committed orderbook on long-term leases for aircraft delivering through the end of 2024 and have placed 58% of our entire orderbook. We ended the second quarter of 2023 with $29.6 billion in committed
minimum future rental payments, consisting of $16.2 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.4 billion in minimum future rental payments related to aircraft which will deliver between 2023 through 2028.
We typically finance the purchase of aircraft and our business with available cash balances, internally generated funds, including through aircraft sales, preferred stock issuances, and debt financings. We ended the second quarter of 2023 with an aggregate borrowing capacity under our revolving credit facility of $6.2 billion and total liquidity of $7.6 billion. As of June 30, 2023, we had total debt outstanding of $19.1 billion, of which 90.5% was at a fixed rate and 98.9% was unsecured. As of June 30, 2023, our composite cost of funds
raised through debt financings was 3.49%.
Our total revenues for the quarter ended June 30, 2023 increased by 20.7% to $672.9 million, compared to the quarter ended June 30, 2022. The increase in total revenues was primarily driven by the continued growth in our fleet and an increase in sales activity. The increase in aircraft sales, trading and other revenue was primarily related to the sale of eight aircraft which generated approximately $45 million in gains. We did not sell any aircraft for the three months ended June 30, 2022.
During the three months ended June 30, 2023, we recorded net income attributable to
common stockholders of $122.0 million, or $1.10 per diluted share, as compared to net income attributable to common stockholders of $105.9 million, or $0.95 per diluted share, for the three months ended June 30, 2022. Net income attributable to common stockholders increased from the prior year period due to the growth of our fleet and increase in sales activity. The increase was partially offset by an increase in interest expense due to the increases in our composite cost of funds, increase in aircraft transition costs and increases in our aviation insurance expense in line with the growth of our fleet in the current year period.
Our adjusted net income before income taxes excludes the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items. For the three
months ended June 30, 2023, we recorded adjusted net income before income taxes of $175.9 million, or $1.58 per adjusted diluted share, compared to an adjusted net income before income taxes of $154.5 million, or $1.39 per adjusted diluted share, for the three months ended June 30, 2022. Adjusted net income
before income taxes increased from the prior year due to the growth of our fleet and an increase in sales activity. The increase was partially offset by an increase in interest expense due to the increases in our composite cost of funds, an increase in aircraft
transition costs and increases in our aviation insurance expense in line with the growth of our fleet in the current year period.
Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). See “Results of Operations” below for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and a reconciliation of these measures to net income attributable to common stockholders.
Our Fleet
References
throughout this Quarterly Report on Form 10-Q to “our fleet” refer to the aircraft included in flight equipment subject to operating leases and do not include aircraft in our managed fleet or aircraft classified as net investments in sales-type leases unless the context indicates otherwise. Portfolio metrics of our fleet as of June 30, 2023 and December 31, 2022 are as follows:
Net book value of flight equipment subject to operating lease
$
25.5
billion
$
24.5
billion
Weighted-average
fleet age(1)
4.5 years
4.5 years
Weighted-average remaining lease term(1)
7.2 years
7.1 years
Owned
fleet(2)
448
417
Managed fleet
80
85
Aircraft
on order
359
398
Total
887
900
Current
fleet contracted rentals
$
16.2
billion
$
15.6
billion
Committed fleet rentals
$
13.4
billion
$
15.8
billion
Total
committed rentals
$
29.6
billion
$
31.4
billion
(1) Weighted-average
fleet age and remaining lease term calculated based on net book value of our flight equipment subject to operating lease.
(2) As of June 30, 2023, our owned fleet count includes 19 aircraft classified as flight equipment held for sale which is included in Other assets on the Consolidated Balance Sheet.
The following table sets forth the net book value and percentage of the net book value of our flight equipment subject to operating leases in the indicated regions based on each airline’s principal place of business as of June 30, 2023 and December 31, 2022:
(1) As
of June 30, 2023, includes one Airbus A330-200 aircraft classified as a freighter.
(2) As of June 30, 2023, our owned fleet count includes 19 aircraft classified as flight equipment held for sale which is included in Other assets on the Consolidated Balance Sheet.
As of June 30, 2023, we had contractual commitments to acquire a total of 359 new aircraft, with an estimated aggregate purchase price (including adjustments
for anticipated inflation) of $23.2 billion, for delivery through 2028, with ongoing delays that could extend through 2029, as shown in the following table. The table is subject to change based on Airbus and Boeing delivery delays. As noted below, we expect delivery delays for a majority of the aircraft in our orderbook. We remain in discussions with Boeing and Airbus to determine the extent and duration of delivery delays; however, we are not yet able to determine the full impact of these delays.
Estimated
Delivery Years
Aircraft Type
2023
2024
2025
2026
2027
Thereafter
Total
Airbus A220-100/300
11
20
17
21
—
—
69
Airbus
A320/321neo(1)
12
20
21
35
35
40
163
Airbus A330-900neo
3
6
—
—
—
—
9
Airbus
A350-900/1000
1
3
—
—
—
—
4
Airbus A350F
—
—
—
2
2
3
7
Boeing
737-8/9 MAX
15
26
30
16
—
—
87
Boeing 787-9/10
4
6
9
1
—
—
20
Total(2)
46
81
77
75
37
43
359
(1) Our
Airbus A320/321neo aircraft orders include 12 long-range variants and 49 extra long-range variants.
(2) The table above reflects Airbus and Boeing aircraft delivery delays based on contractual documentation.
Aircraft Delivery Delays
Pursuant to our purchase agreements with Boeing and Airbus, we agree to contractual delivery dates for each aircraft ordered. These dates can change for a variety of reasons, however for the last several years, manufacturing delays have significantly impacted the planned purchases of our aircraft on order with both Boeing and Airbus.
Our purchase agreements with Boeing and Airbus generally provide each of us and
the manufacturers with cancellation rights for delivery delays starting at one year after the original contractual delivery date, regardless of cause. In addition, our lease agreements generally provide each of us and the lessees with cancellation rights related to certain aircraft delivery delays that typically parallel the cancellation rights in our purchase agreements.
As a result of continued manufacturing delays as discussed above, our aircraft delivery schedule could continue to be subject to material changes and delivery delays are expected to extend beyond 2023.
The following table, which is subject to change based on Airbus and Boeing delivery delays, shows the number of new aircraft scheduled to be delivered as of June 30, 2023, along with the lease placements
of such aircraft as of August 3, 2023. Boeing and Airbus have expressed their desire to increase production rates on several aircraft types; however, they have yet to meaningfully increase production. At current production rates, we do not see delivery delays improving in the near term and have been advised delays could extend through 2029. We remain in discussions with Boeing and Airbus to determine the extent and duration of delivery delays, but we are not yet able to determine the full impact of these delays.
Our revenues are principally derived from operating leases with airlines throughout the world. As of June 30, 2023, we had a globally diversified customer base of 118 airlines in 63 different countries, with over 95% of our business revenues from airlines domiciled outside of the U.S., and we anticipate that most of our revenues in the future will be generated from foreign customers.
Performance of the commercial airline industry is linked to global economic health and development. Passenger traffic has historically expanded at a faster rate than global GDP growth, in part due to the expansion of the middle class and the ease and affordability
of air travel and we expect this trend to continue. The International Air Transport Association (“IATA”) reported that total passenger traffic was up 39% during the month of May 2023 relative to the prior year period, benefiting from both strong international and domestic traffic expansion globally. International traffic rose 41% in the month of May relative to the prior year period, benefiting from the continued relaxation of international travel restrictions in China and continued traffic expansion in other major regions globally. According to IATA, a number of international routes and domestic markets are now either near or exceeding 2019 traffic levels. Global domestic traffic rose 36% during the month of May 2023 as compared to the prior year, with several major markets experiencing double-digit percentage increases compared to 2022.
As global air traffic continues to expand, we are
experiencing increased demand for our aircraft through new lease requests and lease extension requests. We expect the need for airlines to replace aging aircraft will also increase the demand for newer, more fuel-efficient aircraft and many airlines will look to lessors for these new aircraft. In addition, both Boeing and Airbus have ongoing delivery delays which have been further compounded by engine manufacturer delays due to shorter on-wing engine life of most new technology engines. These delays have impacted and may continue to impact the ability of Boeing and Airbus to meet their contractual delivery obligations to us. We expect that relatively low levels of widebody retirements in recent years could lead to an accelerated replacement cycle of older widebody aircraft in the near future. The increased demand for our aircraft, combined with rising interest rates and inflation, has been serving to increase lease rates. While lease rate increases currently lag behind
the increases seen in interest rates, we believe that over time lease rates will catch up with interest rate increases. Lease rates can be influenced by several factors including impacts of changes in the competitive landscape of the aircraft leasing industry, supply chain disruptions, evolving international trade matters, epidemic diseases and geopolitical events and therefore, are difficult to project or forecast. We also believe the increase in lease rates and the tightening of credit markets may result in a shortfall of available capital to finance aircraft purchases, which could increase the demand for leasing.
Airline reorganizations, liquidations, or other forms of bankruptcies occurring in the industry may include some of our aircraft customers and result in the early return of aircraft or changes in our lease terms. Our airline customers are facing higher operating costs as a result of
higher fuel costs, interest rates and inflation, foreign currency risk, ongoing labor shortages and disputes, as well as delays and cancellations caused by the global air traffic control system and airports, although the magnitude of underlying pre-pandemic demand returning to the market is offering a strong counterbalance to these increased costs.
We believe the aircraft leasing industry has remained resilient over time across a variety of global economic conditions and remain optimistic about the long-term fundamentals of our business. We believe leasing will continue to be an attractive form of aircraft financing for airlines because less cash and financing is required for the airlines, lessors maintain key delivery positions, and it provides fleet flexibility while eliminating residual value risk for lessees.
We ended the second quarter of 2023 with available liquidity of $7.6 billion which is comprised of unrestricted cash of $576.7 million, undrawn balances under our unsecured revolving credit facility of $6.2 billion and undrawn balances under our other revolving credit facilities and term loan of $230.0 million and $650.0 million, respectively. We finance the purchase of aircraft and our business operations using available cash balances, internally generated funds, including through aircraft sales and trading activity, and an array of financing products. We aim to maintain investment-grade credit metrics and focus our debt financing strategy on funding our business primarily on an unsecured basis with mostly fixed-rate debt from public bond
offerings. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to another. We also have the ability to seek debt financing secured by our assets, as well as financings supported through government-guaranteed export credit agencies for future aircraft deliveries. We have also issued preferred stock with a total aggregate stated value of $850.0 million. Our access to a variety of financing alternatives including unsecured public bonds, private capital, bank debt, secured financings and preferred stock issuances serves as a key advantage in managing our liquidity. Ongoing aircraft delivery delays as a product of manufacturer delays are expected to further reduce our aircraft investment and debt financing needs for the next twelve months and potentially beyond.
We have a balanced approach to capital allocation based on the following
priorities, ranked in order of importance: first, investing in modern, in-demand aircraft to profitably grow our core aircraft leasing business while maintaining strong fleet metrics and creating sustainable long-term shareholder value; second, maintaining our investment grade balance sheet utilizing unsecured debt as our primary form of financing; and finally, in lockstep with the aforementioned priorities, returning excess cash to shareholders through our dividend policy as well as regular evaluation of share repurchases, as appropriate.
We ended the second quarter of 2023 with total debt outstanding of $19.1 billion, of which 90.5% was at a fixed rate and 98.9% was unsecured, compared to total debt outstanding of $18.8 billion as of December 31, 2022, of which 91.3% was at a fixed rate and 99.3% was unsecured. As of June 30,
2023, our composite cost of funds raised through debt financings was 3.49%, compared to 3.07% as of December 31, 2022.
Material Cash Sources and Requirements
We believe that we have sufficient liquidity from available cash balances, cash generated from ongoing operations, available borrowings under our unsecured revolving credit facility and general ability to access the capital and debt markets for opportunistic debt financings to satisfy the operating requirements of our business through at least the next 12 months. Our long-term debt financing strategy is focused on continuing to raise primarily unsecured debt in the global bank and investment grade capital markets. Our material cash sources include:
•Unrestricted
cash: We ended the second quarter of 2023 with$576.7 million in unrestricted cash.
•Lease cash flows: We ended the second quarter of 2023 with $29.6 billion in committed minimum future rental payments comprised of $16.2 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.4 billion in minimum future rental payments related to aircraft which will deliver between 2023 through 2028. These rental payments are a primary driver of our short and long-term operating cash flow. As of June 30, 2023, our minimum future rentals on non-cancellable operating leases for the next 12 months was $2.3 billion. For further detail on our minimum future rentals for the remainder of 2023 and thereafter, see “Notes to Consolidated Financial Statements”
under “Item 1. Financial Statements” in this Quarterly Report on Form 10-Q.
•Unsecured revolving credit facility: As of August 3, 2023, our $7.2 billion revolving credit facility is syndicated across 49 financial institutions from various regions of the world, diversifying our reliance on any individual lending institution. The final maturity for the facility is May 2027, although we expect to refinance this facility in advance of this date. The facility contains standard investment grade covenants and does not condition our ability to borrow on the lack of a material adverse effect on us or the general economy. As of June 30, 2023, we had $1.0 billion outstanding under our unsecured revolving credit facility.
•Senior
unsecured securities: We are a frequent issuer in the investment grade capital markets, opportunistically issuing unsecured bonds, primarily through our Medium-Term Note Program at attractive cost of funds and other senior unsecured securities. In the first six months of 2023, we issued $700.0 million in aggregate principal amount of 5.30% Medium-Term Notes due 2028 and, through a trust, issued $600.0 million in aggregate principal amount of 5.85% trust certificates due 2028 in a Sukuk financing. We expect to have continued access to the investment grade bond market and other unsecured securities
in the future, although we anticipate
that interest rates for issuances in the near term will remain elevated compared to those available in recent years.
•Aircraft sales: Proceeds from the sale of aircraft help supplement our liquidity position. As of August 3, 2023, we had aircraft with a carrying value of approximately $1.7 billion in our sales pipeline, which includes the 19 aircraft with a carrying value of $900 million classified as flight equipment held for sale as of June 30, 2023 and 22 aircraft with a carrying value of $800 million subject to letters of intent. We expect the sale of all 19 aircraft classified as flight equipment held for sale to be completed by the end of the second quarter of 2024. While our management’s historical experience is that non-binding letters of intent for aircraft sales generally
lead to binding contracts, we cannot be certain that we will ultimately execute binding sales agreements for all or any of the 22 aircraft subject to letters of intent or predict the timing of closing for any such aircraft sales. We continue to expect to sell approximately $1.0 billion to $2.0 billion in aircraft for 2023 and continue to see robust demand in the secondary market to support our aircraft sales program.
•Other sources: In addition to the above, we generate liquidity through other sources of debt financing (including unsecured and secured bank term loans, export credit and private placements), issuances of preferred stock and cash received from security deposits and maintenance reserves from our lease agreements.
We
experienced a low interest rate environment for many years prior to 2022. However, interest rates began to increase in 2022 due to tightening monetary policies of the U.S. and other countries due to inflation concerns, and we expect interest rates to remain elevated for the near term. A higher interest rate environment may adversely affect our businesses through increased borrowing costs, although this impact may be offset in whole or in part by a corresponding increase in our lease rates on new leases and overall demand for aircraft from our airline customers. Historically there has been a lag between a rise in interest rates and a corresponding increase in lease rates which is currently the case, although we expect lease rates will catch up with interest rate increases over time. Currently, the increased demand for our aircraft, combined with rising interest rates and inflation, has been serving to increase lease rates and we expect lease rates to continue to increase
in 2023.
As of June 30, 2023, we were in compliance in all material respects with the covenants contained in our debt agreements. While a ratings downgrade would not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the interest rate applicable to certain of our financings. Our liquidity plans are subject to a number of risks and uncertainties, including those described in “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Our material cash requirements are primarily for the purchase of aircraft and debt service payments, along
with our general operating expenses. The amount of our cash requirements depends on a variety of factors, including, the ability of aircraft manufacturers to meet their contractual delivery obligations to us, the ability of our lessees to meet their contractual obligations with us, the timing of aircraft sales from our fleet, the timing and amount of our debt service obligations, potential aircraft acquisitions, and the general economic environment in which we operate.
Our material cash requirements as of June 30, 2023, are as follows (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total
Long-term
debt obligations
$
1,300,288
$
2,946,128
$
2,400,016
$
3,621,710
$
3,787,044
$
5,034,500
$
19,089,686
Interest
payments on debt outstanding(1)
349,851
629,907
552,811
458,738
347,270
340,302
2,678,879
Purchase commitments(2)
3,560,678
5,510,954
4,787,013
4,302,205
2,484,140
2,567,640
23,212,630
Total
$
5,210,817
$
9,086,989
$
7,739,840
$
8,382,653
$
6,618,454
$
7,942,442
$
44,981,195
(1) Future
interest payments on floating rate debt are estimated using floating rates in effect at June 30, 2023.
(2) Purchase commitments reflect future Boeing and Airbus aircraft deliveries based on information currently available to us based on contractual documentation.
The actual delivery dates of the aircraft in our commitments table and the expected time for payment of such aircraft may differ from our estimates and could be further impacted by the pace at which Boeing and Airbus can deliver aircraft, among other factors. As a result, the timing of our purchase commitments shown in the table above may not reflect when the aircraft investments are eventually made. For 2023, we expect to make between $4.0 billion and $5.0 billion in aircraft investments.
The
above table does not include any tax payments we may pay nor any dividends we may pay on our preferred stock or common stock.
Our cash flows provided by operating activities increased by 27.9% or $192.1 million, to $880.9 million for the six months ended June 30, 2023 as compared to $688.8 million for the six months ended June 30, 2022. Our cash flow provided by operating activities during the six months ended June 30,
2023 increased primarily due to the continued growth of our fleet and an increase in our cash collections as compared to the six months ended June 30, 2022. Our cash flows used in investing activities was $1.4 billion for the six months ended June 30, 2023 and $2.0 billion for the six months ended June 30, 2022. Despite the increase in our aircraft purchases, our proceeds from our aircraft sales and trading activity also increased, resulting in an overall decrease in our cash flows used in investing activities. Our cash flow provided by financing activities was $335.0 million for the six months ended June 30, 2023 as compared to $1.3 billion for the six months ended June 30, 2022. The decrease is primarily due to the
higher amount of repayment of debt and lower proceeds from debt issuances as compared to the prior year.
As of June 30, 2023, we had $17.2 billion in senior unsecured securities outstanding. As of December 31, 2022, we had $17.1 billion in senior unsecured securities outstanding.
Public unsecured bonds. During the six months ended June 30, 2023, we issued $700.0 million in aggregate principal amount of 5.30% Medium-Term Notes due 2028.
Private placement securities. During the six months ended June 30, 2023, through a trust, we issued $600.0 million in aggregate principal amount of 5.85% trust certificates due 2028 in a Sukuk financing. If we fail to meet our obligations under the Sukuk financing, the sole rights of each of the holders of the trust certificates will be against us to perform our obligations under the agreements to which we are a party.
Syndicated unsecured revolving credit facility
We had $1.0 billion outstanding under our unsecured revolving credit facility (the “Revolving Credit Facility”) as of June 30, 2023 and December
31, 2022. Borrowings under the Revolving Credit Facility are used to finance our working capital needs in the ordinary course of business and for other general corporate purposes.
During the first quarter of 2023, we entered into a new lender supplement and a commitment increase supplement, which increased the aggregate capacity of our Revolving Credit Facility by $325.0 million. During the second quarter of 2023, we amended and extended our Revolving Credit Facility through an amendment that, among other things, extended the final maturity date from May 5, 2026 to May 5, 2027 and amended the total revolving commitments thereunder to approximately $7.2 billion as of May 5, 2023. The amended Revolving Credit Facility also decreased the
SOFR credit spread adjustment applicable to borrowings for all interest periods. As of June 30, 2023, borrowings under the Revolving Credit Facility accrue interest at Adjusted Term SOFR (as defined in the Revolving Credit Facility) plus a margin of 1.05% per year. We are required to pay a facility fee of 0.20% per year in respect of total commitments under the Revolving Credit Facility. Interest rate and facility fees are subject to changes to our credit ratings.
As of August 3, 2023, lenders held revolving commitments totaling approximately $6.8 billion that mature on May 5, 2027, commitments totaling $320.0 million that mature on May 5, 2026, and commitments totaling $32.5 million that
mature on May 5, 2025.
The Revolving Credit Facility provides for certain covenants, including covenants that limit our subsidiaries’ ability to incur, create, or assume certain unsecured indebtedness in an aggregate amount over $250.0 million, and our subsidiaries’ abilities to engage in certain mergers, consolidations, and asset sales. The Revolving Credit Facility also requires us to comply with certain financial maintenance covenants including minimum consolidated shareholders’ equity, minimum consolidated unencumbered assets, and an interest coverage test. In addition, the Revolving Credit Facility contains customary events of default. In the case
of an event of default, the lenders may terminate the commitments under the Revolving Credit Facility and require immediate repayment of all outstanding borrowings.
Other debt financings
From time to time, we enter into other debt financings such as unsecured revolving credit facilities, unsecured term financings and secured term financings, including export credit.
During the quarter ended June 30, 2023, we entered into a $650.0 million term loan. Under the terms of the loan agreement, we have the ability to set the funding date of the loan; however, the loan must be funded by November 2023. Once funded, the term loan bears interest at a floating rate of Term SOFR plus a credit spread adjustment of
0.10% plus 1.4% and has a final maturity on November 24, 2026. This term loan contains customary covenants and events of default consistent with our Revolving Credit Facility. In July 2023, we entered into a new lender supplement to increase the total term loan to $725.0 million. As of August 3, 2023, we had no borrowings outstanding under the term loan.
In addition, during the quarter ended June 30, 2023, we issued $112.2 million in secured notes due 2034 guaranteed by United Kingdom Export Finance (“UKEF”), the UK government’s export credit agency. The notes will mature on October 6, 2034 and will bear interest at a floating rate of three-month SOFR plus 0.42%. The
Company pledged one aircraft as collateral in connection with the offering.
As of June 30, 2023, the outstanding balance on other debt financings was $887.6 million and we had pledged three aircraft as collateral with a net book value of $318.2 million. As of December 31, 2022, the outstanding balance on other debt financings was $708.3 million and we had pledged three aircraft as collateral with a net book value of $212.1 million.
The following table summarizes our preferred stock issued and outstanding as of June 30, 2023 (in thousands, except for share amounts and percentages):
(1)
3M Term SOFR includes a credit spread adjustment of 0.10%
For more information regarding our preferred stock issued and outstanding, see Note 5 of Notes to Consolidated Financial Statements included in Part III, Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2022.
The following table summarizes the quarterly cash dividends that we paid during the six months ended June 30, 2023 on our outstanding Series A, Series B and Series C Preferred Stock:
We have not established any unconsolidated entities for the purpose of facilitating off-balance
sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries or trusts for the purpose of leasing aircraft or facilitating borrowing arrangements which are consolidated.
We have non-controlling interests in two investment funds in which we own 9.5% of the equity of each fund. We account for our interest in these funds under the equity method of accounting due to our level of influence and involvement in the funds. Also, we manage aircraft that we have sold through our Thunderbolt platform. In connection with the sale of certain aircraft portfolios through our Thunderbolt platform, we hold non-controlling interests of approximately 5.0% in two entities. These investments are accounted for under the cost method of accounting.
Completion
of LIBOR Transition
Publication of remaining tenors of U.S. dollar LIBOR (including overnight and one, three, six and 12 months) permanently ceased after June 30, 2023. As of June 30, 2023, we had no LIBOR-linked debt obligations remaining. In addition, during the quarter ended June 30, 2023 and as permitted by the Certificate of Designations governing our Series A Preferred Stock, which was set to accrue dividends at a floating rate determined by reference to three-month LIBOR beginning March 15, 2024, we notified the calculation agent of our determination to replace three-month LIBOR with three-month Term SOFR plus a credit spread adjustment of 0.10%.
In 2023, Kroll Bond Ratings and Standard and Poor’s reaffirmed our corporate rating, long-term debt credit rating and outlook. Our investment-grade corporate and long-term debt credit ratings help us lower our cost of funds and broaden our access to attractively priced capital. The following table summarizes our current credit ratings:
While a ratings downgrade would not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the interest rate applicable to certain of our financings.
The
following table presents our historical operating results for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts and percentages):
Net
income/(loss) attributable to common stockholders
$
121,976
$
105,852
$
240,271
$
(373,566)
Earnings/(Loss) per share of common stock:
Basic
$
1.10
$
0.95
$
2.16
$
(3.32)
Diluted
$
1.10
$
0.95
$
2.16
$
(3.32)
Other
financial data
Pre-tax margin
24.4
%
26.0
%
24.6
%
(39.6)
%
Pre-tax return on common equity (trailing twelve months)
10.3
%
(3.0)
%
10.3
%
(3.0)
%
Adjusted
net income before income taxes(1)
$
175,887
$
154,478
$
342,697
$
355,366
Adjusted diluted earnings per share before income taxes(1)
$
1.58
$
1.39
$
3.08
$
3.15
Adjusted
pre-tax margin(1)
26.1
%
27.7
%
26.2
%
30.8
%
Adjusted pre-tax return on common equity (trailing twelve months)(1)
11.2
%
12.2
%
11.2
%
12.2
%
__________________________________________
(1)Adjusted
net income before income taxes (defined as net income/(loss) attributable to common stockholders excluding the effects of certain non-cash items, one-time or non-recurring items, such as write-offs of our Russian fleet, that are not expected to continue in the future and certain other items), adjusted pre-tax margin (defined as adjusted net income before income taxes divided by total revenues), adjusted diluted earnings per share before income taxes (defined as adjusted net income before income taxes divided by the weighted average diluted common shares outstanding) and adjusted pre-tax return on common equity (defined as adjusted net income before income taxes divided by average common shareholders’ equity) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income/(loss) attributable to common stockholders, pre-tax margin, earnings/(loss) per share, diluted
earnings/(loss) per share and pre-tax return on common equity, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity are presented as supplemental disclosure because management believes they provide useful information on our earnings from ongoing operations.
Management and our board of directors use adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity to assess our consolidated financial and operating performance. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and
identifying trends in our performance because they remove the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items from our operating results. Adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity, however, should not be considered in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity do not reflect our cash expenditures or changes in our cash requirements for our working capital needs. In addition, our calculation of adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax
return on common equity may differ from the adjusted net income before income taxes, adjusted pre-tax margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity, or analogous calculations of other companies in our industry, limiting their usefulness as a comparative measure.
The following table shows the reconciliation of the numerator for adjusted pre-tax margin (in thousands, except percentages):
Reconciliation of the numerator for adjusted pre-tax margin (net income/(loss) attributable to common stockholders to adjusted net income before income taxes):
Net
income/(loss) attributable to common stockholders
$
121,976
$
105,852
$
240,271
$
(373,566)
Amortization of debt discounts and issuance costs
13,646
13,413
26,719
26,610
Write-off
of Russian fleet
—
—
—
802,352
Stock-based compensation expense
8,715
6,558
14,611
4,035
Income tax expense/(benefit)
31,550
28,655
61,096
(104,065)
Adjusted
net income before income taxes
$
175,887
$
154,478
$
342,697
$
355,366
Denominator for adjusted pre-tax margin:
Total
revenues
$
672,904
$
557,696
$
1,309,046
$
1,154,358
Adjusted pre-tax margin(a)
26.1
%
27.7
%
26.2
%
30.8
%
(a)
Adjusted pre-tax margin is adjusted net income before income taxes divided by total revenues
The following table shows the reconciliation of the numerator for adjusted diluted earnings per share before income taxes (in thousands, except share and per share amounts):
Reconciliation of the numerator for adjusted diluted earnings per share (net income/(loss) attributable to common stockholders to adjusted net income before income taxes):
Net
income/(loss) attributable to common stockholders
$
121,976
$
105,852
$
240,271
$
(373,566)
Amortization of debt discounts and issuance costs
13,646
13,413
26,719
26,610
Write-off
of Russian fleet
—
—
—
802,352
Stock-based compensation expense
8,715
6,558
14,611
4,035
Income
tax expense/(benefit)
31,550
28,655
61,096
(104,065)
Adjusted net income before income taxes
$
175,887
$
154,478
$
342,697
$
355,366
Denominator
for adjusted diluted earnings per share:
Weighted-average diluted common shares outstanding
111,239,004
111,043,836
111,307,049
112,373,092
Potentially dilutive securities, whose effect would have been anti-dilutive
—
—
—
301,279
Adjusted
weighted-average diluted common shares outstanding
111,239,004
111,043,836
111,307,049
112,674,371
Adjusted diluted earnings per share before income taxes(b)
$
1.58
$
1.39
$
3.08
$
3.15
(b)
Adjusted diluted earnings per share before income taxes is adjusted net income before income taxes divided by adjusted weighted-average diluted common shares outstanding
The following table shows the reconciliation of pre-tax return on common equity to adjusted pre-tax return on common equity (in thousands, except percentages):
Reconciliation of the numerator for adjusted pre-tax return on common equity (net income/(loss) attributable to common stockholders to adjusted net income before income taxes):
Net income/(loss) attributable to common stockholders
$
475,113
$
(131,242)
Amortization
of debt discounts and issuance costs
53,363
52,693
(Recovery)/Write-off of Russian fleet
(30,877)
802,352
Stock-based compensation expense
26,179
18,443
Income tax expense/(benefit)
123,419
(40,258)
Adjusted
net income before income taxes
$
647,197
$
701,988
Reconciliation of denominator for pre-tax return on common equity to adjusted pre-tax return on common equity:
Common shareholders' equity as of beginning of the period
$
5,589,634
$
5,951,715
Common
shareholders' equity as of end of the period
$
6,002,653
$
5,589,634
Average common shareholders' equity
$
5,796,144
$
5,770,675
Adjusted pre-tax return on common equity(c)
11.2
%
12.2
%
(c) Adjusted
pre-tax return on common equity is adjusted net income before income taxes divided by average common shareholders’ equity
During the three months ended June 30, 2023, we recorded $611.7 million in rental revenue, which included overhaul
revenue, net of amortization expense related to initial direct costs of $10.2 million as compared to $545.3 million, which included overhaul revenue, net of amortization expense related to initial direct costs of $2.4 million for the three months ended June 30, 2022. Our owned fleet increased to 448 aircraft with a net book value of $25.5 billion as of June 30, 2023 from 392 aircraft with a net book value of $23.5 billion as of June 30, 2022. The increase in rental revenues was primarily driven by the continued growth in our fleet.
Aircraft sales, trading and other revenue
Aircraft sales, trading and other revenue totaled $61.2 million for the three months ended June 30,
2023 compared to $12.4 million for the three months ended June 30, 2022. The increase in aircraft sales, trading and other revenue is primarily related to the sale of eight aircraft in the second quarter of 2023 resulting in gains of approximately $45.0 million. The aircraft sold in the three months ended June 30, 2023 had a carrying value of $600.0 million, primarily weighted towards widebody aircraft. We did not sell any aircraft during the three months ended June 30, 2022.
Interest expense
Interest expense totaled $185.8 million for the three months ended June 30, 2023 compared to $132.4 million for the three months ended
June 30, 2022. Our interest expense increased due to an increase in our composite cost of funds as compared to the prior year and an increase in our average debt balance in connection with the growth of our fleet. Due to the elevated interest rate environment, we expect our interest expense will continue to increase as our average debt balance outstanding and our composite cost of funds each increase in the future.
Depreciation expense
We recorded $268.6 million in depreciation expense of flight equipment for the three months ended June 30, 2023 compared to $235.3 million for the three months ended June 30, 2022. The increase in depreciation expense for the three months ended
June 30, 2023, compared to the three months ended June 30, 2022, is primarily attributable to the growth of our fleet. We expect our depreciation expense to increase as we continue to add aircraft to our fleet.
Selling, general and administrative expenses
We recorded selling, general and administrative expenses of $45.8 million for the three months ended June 30, 2023 compared to $38.5 million for the three months ended June 30, 2022. The increase in selling, general and administrative expenses was primarily due to the increase in business activity, increased expenses related to the transition of aircraft, and increases in aviation insurance
expenses in line with the growth of our fleet. We expect an increase in selling, general and administrative expenses due to higher inflation, increased business activity, and increased aviation insurance expenses in line with the growth of our fleet. Selling, general and administrative expenses as a percentage of total revenue decreased to 6.8% for the three months ended June 30, 2023 compared to 6.9% for the three months ended June 30, 2022.
Taxes
Our effective tax rate for the three months ended June 30, 2023 decreased to 19.2% from 19.8% in the prior year period. The effective tax rate decreased due to changes in permanent items.
Net
income attributable to common stockholders
For the three months ended June 30, 2023, we reported consolidated net income attributable to common stockholders of $122.0 million, or $1.10 per diluted share, compared to consolidated net income attributable to common stockholders of $105.9 million, or $0.95 per diluted share, for the three months ended June 30, 2022. The increase was due to the growth of our fleet and the increase in sales activity. The increase was partially offset by an increase in interest expense due to the increases in our composite cost of funds, an increase in aircraft transition costs, and increases in our aviation insurance expense in line with the growth of our fleet in the current year period.
For the three months ended June 30, 2023, we recorded adjusted net income before income taxes of $175.9 million, or $1.58 per adjusted diluted share, compared to adjusted net income before income taxes of $154.5 million, or $1.39 per adjusted diluted share, for the three months ended June 30, 2022. Adjusted net income before income taxes increased from the prior year period due to the growth of our fleet and an increase in sales activity. The increase was partially offset by an increase in interest expense due to the increases in our composite cost of funds, an increase in aircraft transition costs, and increases in our aviation insurance expense in line with the growth of
our fleet in the current year period.
Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the “Results of Operations” table above for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income attributable to common stockholders.
During
the six months ended June 30, 2023, we recorded $1.2 billion in rental revenue, which included overhaul revenue, net of amortization expense related to initial direct costs of $31.3 million as compared to $1.1 billion, which included overhaul revenue, net of amortization expense related to initial direct costs of $42.1 million for the six months ended June 30, 2022. Our owned fleet increased to 448 aircraft with a net book value of $25.5 billion as of June 30, 2023 from 392 aircraft with a net book value of $23.5 billion as of June 30, 2022. The increase in rental revenues was primarily driven by the continued growth in our fleet.
Aircraft sales, trading and other revenue
Aircraft
sales, trading and other revenue totaled $79.5 million for the six months ended June 30, 2023 compared to $42.5 million for the six months ended June 30, 2022. For the six months ended June 30, 2023, we recorded $53.6 million in gains from the sale of 10 aircraft from our owned fleet. In addition, we recorded $1.2 million in forfeiture of security deposit income during the six months ended June 30, 2023. During the six months ended June 30, 2022, we had approximately $17.9 million in forfeiture of security deposit income from the termination of our leasing activities in Russia and $7.2 million in gains from four sales-type lease transactions.
Interest
expense
Interest expense totaled $350.5 million for the six months ended June 30, 2023 compared to $262.9 million for the six months ended June 30, 2022. Our interest expense increased due to an increase in our composite cost of funds as compared to the prior year and an increase in our average debt balance in connection with the growth of our fleet. Due to the elevated interest rate environment, we expect our interest expense will continue to increase as our average debt balance outstanding and our composite cost of funds each increase in the future.
Depreciation expense
We recorded $528.3 million in depreciation expense of flight equipment for the six
months ended June 30, 2023 compared to $470.6 million for the six months ended June 30, 2022. The increase in depreciation expense for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, is primarily attributable to the growth of our fleet. We expect our depreciation expense to increase as we continue to add aircraft to our fleet.
Write-off of Russian fleet
During the six months ended June 30, 2022, we recorded a write-off of our interests in our owned and managed fleet that were detained in Russia, totaling approximately $802.4 million. As of August 3,
2023, 20 aircraft previously included in our owned fleet and six aircraft previously included in our managed fleet remain in Russia. We did not record any write-offs for the six months ended June 30, 2023.
We recorded stock-based compensation expense of $14.6 million for the six months ended June 30, 2023 compared to $4.0 million for the
six months ended June 30, 2022. The increase was due to the difference in the underlying vesting criteria for certain RSUs between the periods. During the six months ended June 30, 2022, we reduced the underlying vesting estimates of certain book value RSUs as the performance criteria were no longer considered probable of being achieved resulting in an increase in the current year period.
Selling, general and administrative expenses
We recorded selling, general and administrative expenses of $93.4 million for the six months ended June 30, 2023 compared to $71.3 million for the six months ended June 30, 2022. The increase in selling, general
and administrative expenses was primarily due to the increase in business activity, increased expenses related to the transition of aircraft and increases in aviation insurance expense in line with the growth of our fleet. We had approximately $6.0 million of non-recurring expenses associated with our end of lease revenue recognized for the six months ended June 30, 2023. We expect an increase in selling, general and administrative expenses due to higher inflation, increased business activity, and increased aviation insurance expenses in line with the growth of our fleet. Selling, general and administrative expenses as a percentage of total revenue increased to 7.1% for the six months ended June 30, 2023 compared to 6.2% for the six months ended June 30, 2022.
Taxes
For
the six months ended June 30, 2023 and June 30, 2022, we reported an effective tax rate of 19.0% and 19.8%, respectively. The effective tax rate decreased due to changes in permanent items.
Net income attributable to common stockholders
For the six months ended June 30, 2023, we reported consolidated net income attributable to common stockholders of $240.3 million, or $2.16 per diluted share, compared to a consolidated net loss attributable to common stockholders of $373.6 million, or net loss of $3.32 per diluted share, for the six months ended June 30, 2022. The increase was due to the growth of our fleet, an increase in sales
activity and the effect of the write-off of our Russian fleet in the first quarter of 2022. The increase was partially offset by an increase in interest expense due to the increases in our composite cost of funds, an increase in aircraft transition costs, and an increase in our aviation insurance expense in line with the growth of our fleet in the current year period.
Adjusted net income before income taxes
For the six months ended June 30, 2023, we recorded adjusted net income before income taxes of $342.7 million, or $3.08 per adjusted diluted share, compared to an adjusted net income before income taxes of $355.4 million, or $3.15 per adjusted diluted share, for the six months ended June 30, 2022. Despite the continued growth of our
fleet, the decrease in our adjusted net income before income taxes for the six months ended June 30, 2023 as compared to 2022 was mainly driven by lower end of lease revenue recognized and increases in our selling, general and administrative expenses as discussed above.
Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the “Results of Operations” table above for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income attributable to common stockholders.
Critical
Accounting Estimates
Our critical accounting estimates reflecting management’s estimates and judgments are described in our Annual Report on Form 10-K for the year ended December 31, 2022. We have reviewed recently adopted accounting pronouncements and determined that the adoption of such pronouncements is not expected to have a material impact, if any, on our Consolidated Financial Statements. Accordingly, there have been no material changes to critical accounting estimates in the six months ended June 30, 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in the value of a financial instrument, caused by fluctuations in interest rates and foreign exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.
Interest Rate Risk
The nature of our business exposes us to market risk arising from changes in interest rates. Changes, both increases and decreases, in our cost of borrowing, as reflected in our composite interest rate, directly impact our net income. Lease rates, and therefore our revenue from a lease, are generally fixed over the life
of our leases. We have some exposure to changing interest rates as a result of our floating-rate debt, primarily from our Revolving Credit Facility. As of June 30, 2023 and December 31, 2022, we had $1.8 billion and $1.6 billion in floating-rate debt outstanding, respectively. Additionally, we have outstanding preferred stock with an aggregate stated amount of $850.0 million that currently pays dividends at a fixed rate, but will alternate to paying dividends based on a floating rate or be reset to a new fixed rate based on the then-applicable floating rate, after five years from initial issuance. If interest rates remain elevated, which we expect for the near term, we would be obligated to make higher interest payments to our lenders, and eventually, higher dividend payments to the holders of our preferred stock. If we incur significant fixed-rate debt in the future,
increased interest rates prevailing in the market at the time of the incurrence of such debt would also increase our interest expense. If the composite interest rate on our outstanding floating rate debt was to increase by 1.0%, we would expect to incur additional annual interest expense on our existing indebtedness of approximately $18.1 million and $16.3 million as of June 30, 2023 and December 31, 2022, respectively, each on an annualized basis, which would put downward pressure on our operating margins.
We also have interest rate risk on our forward lease placements. This is caused by us setting a fixed lease rate in advance of the delivery date of an aircraft. The delivery date is when a majority of the financing for an aircraft is arranged. To partially mitigate the risk of an increasing
interest rate environment between the lease signing date and the delivery date of the aircraft, a majority of our forward lease contracts have manufacturer escalation protection and/or interest rate adjusters which would adjust the final lease rate upward or downward based on changes in the consumer price index or certain benchmark interest rates, respectively, at the time of delivery of the aircraft as compared to the lease signing date, subject to an outside limit on such adjustments.
Foreign Exchange Rate Risk
We attempt to minimize currency and exchange risks by entering into aircraft purchase agreements and a majority of lease agreements and debt agreements with U.S. dollars as the designated payment currency. Thus, most of our revenue and
expenses are denominated in U.S. dollars. Approximately 0.2% of our lease revenues were denominated in foreign currency as of June 30, 2023 and December 31, 2022. Approximately 1.6% of our debt obligations were denominated in foreign currency as of June 30, 2023 and December 31, 2022; however, the exposure of such debt has been effectively hedged as described below. As our principal currency is the U.S. dollar, fluctuations in the U.S. dollar as compared to other major currencies should not have a significant impact on our future operating results. However, many of our lessees are exposed to currency risk due to the fact that they earn revenues in their local currencies while a significant portion of their liabilities and expenses are denominated in U.S. dollars, including
their lease payments to us, as well as fuel, debt service, and other expenses. For the six months ended June 30, 2023, more than 95% of our revenues were derived from customers who have their principal place of business outside the U.S. and most leases designated payment currency is U.S. dollars. The ability of our lessees to make lease payments to us in U.S. dollars may be adversely impacted in the event of an appreciating U.S. dollar.
In December 2019, we issued C$400.0 million in aggregate principal amount of 2.625% notes due 2024. We effectively hedged our foreign currency exposure on this transaction through a cross-currency swap that converts the borrowing rate to a fixed 2.535% U.S. dollar-denominated rate. See Note 8 of Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for
additional details on the fair value of the swap.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and such information is accumulated and
communicated to our management, including the Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as the Company’s controls are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.
We have evaluated, under the supervision and with the participation of management, including the Certifying Officers,
the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of June 30, 2023. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective as of June 30, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER
INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 2022, we and certain of our subsidiaries (collectively, the “Plaintiffs”) submitted insurance claims to the insurers on our aviation insurance policies (collectively, the “Insurers”) to recover losses relating to aircraft detained in Russia for which we recorded a net write-off of our interests in our owned and managed aircraft totaling approximately $771.5 million for the year ended December 31, 2022. On December 20, 2022, the Plaintiffs
filed suit in the Los Angeles County Superior Court of the State of California seeking recovery of actual damages (subject to proof at trial) and declaratory relief against the Insurers for breach of contract and breach of the covenant of good faith and fair dealing in connection with the Plaintiff’s previously submitted insurance claims. We do not believe this matter will have a material adverse effect on our results of operations, financial condition or cash flow, as we have already recorded a write-off of our entire interest in our owned and managed aircraft detained in Russia and any recovery in this lawsuit would be recorded as a gain in our financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of Russia-Ukraine Conflict” in our Annual Report on Form 10-K for more information on aircraft that
remain detained in Russia.
In addition, from time to time, we may be involved in litigation and claims incidental to the conduct of our business in the ordinary course. Our industry is also subject to scrutiny by government regulators, which could result in enforcement proceedings or litigation related to regulatory compliance matters. We are not presently a party to any enforcement proceedings or litigation related to regulatory compliance matters. We maintain insurance policies in amounts and with the coverage and deductibles we believe are adequate, based on the nature and risks of our business, historical experience and industry standards.
ITEM 1A. RISK FACTORS
There
have been no material changes in our risk factors from those discussed under “Part I—Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Certain instruments defining the rights of holders of long-term debt of Air Lease Corporation and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Air Lease Corporation agrees to furnish a copy of any such instrument to the Securities and Exchange
Commission upon request.
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XBRL
Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL
Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase
104
The cover page from Air Lease Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101
†
The Company has either (i) omitted confidential portions of the referenced exhibit and filed such confidential portions separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933 or (ii) omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because it (a) is not material and (b) would be competitively harmful if publicly disclosed.
§ Management contract or compensatory plan or arrangement.
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 thereunto duly authorized.
