AIR LEASE CORP - Quarter Report: 2014 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2014

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from         to        

 

Commission file number 001-35121

 

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (310) 553-0555

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

At May 7, 2014, there were 101,916,736 shares of Air Lease Corporation’s Class A Common Stock outstanding.

 

 

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Air Lease Corporation and Subsidiaries

 

Form 10-Q

For the Quarterly Period Ended March 31, 2014

 

TABLE OF CONTENTS

 

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Balance Sheets—March 31, 2014 and December 31, 2013 (unaudited)	4
	Consolidated Statements of Income—Three months Ended March 31, 2014 and 2013 (unaudited)	5
	Consolidated Statement of Shareholders’ Equity—Three months Ended March 31, 2014 (unaudited)	6
	Consolidated Statements of Cash Flows—Three months Ended March 31, 2014 and 2013 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4	Controls and Procedures	21
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3	Defaults Upon Senior Securities	22
Item 4	Mine Safety Disclosures	22
Item 5	Other Information	22
Item 6	Exhibits	23
	Signatures	24
	Index of Exhibits	25

 

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

Statements in this quarterly report on Form 10-Q that are not historical facts may constitute “forward-looking statements,” including any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such statements, including as a result of the following factors, among others:

 

·                                          our inability to make acquisitions of, or lease, aircraft on favorable terms;

 

·                                          our inability to obtain additional financing on favorable terms, if required, to complete the acquisition of sufficient aircraft as currently contemplated or to fund the operations and growth of our business;

 

·                                          our inability to obtain refinancing prior to the time our debt matures;

 

·                                          impaired financial condition and liquidity of our lessees;

 

·                                          deterioration of economic conditions in the commercial aviation industry generally;

 

·                                          increased maintenance, operating or other expenses or changes in the timing thereof;

 

·                                          changes in the regulatory environment;

 

·                                          potential natural disasters and terrorist attacks and the amount of our insurance coverage, if any, relating thereto; and

 

·                                          the factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2013 and other 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 undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

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PART I—FINANCIAL INFORMATION

 

ITEM 1.    FINANCIAL STATEMENTS

 

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

 

		March 31, 2014			December 31, 2013
		(unaudited)
Assets
Cash and cash equivalents		$	256,078		$	270,173
Restricted cash		76,741			87,308
Flight equipment subject to operating leases		8,439,676			8,234,315
Less accumulated depreciation		(693,075		)	(621,180		)
		7,746,601			7,613,135
Deposits on flight equipment purchases		1,180,171			1,075,023
Deferred debt issue costs—less accumulated amortization of $56,265 and $51,578 as of March 31, 2014 and December 31, 2013, respectively		90,162			90,249
Other assets		203,552			196,716
Total assets		$	9,553,305		$	9,332,604
Liabilities and Shareholders’ Equity
Accrued interest and other payables		$	146,177		$	131,223
Debt financing		5,943,096			5,853,317
Security deposits and maintenance reserves on flight equipment leases		593,329			569,847
Rentals received in advance		60,620			61,520
Deferred tax liability		226,575			193,263
Total liabilities		$	6,969,797		$	6,809,170
Shareholders’ Equity
Preferred Stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding		—			—
Class A Common Stock, $0.01 par value; authorized 500,000,000 shares; issued and outstanding 101,916,736 and 101,822,676 shares at March 31, 2014 and December 31, 2013, respectively		1,009			1,009
Class B Non-Voting Common Stock, $0.01 par value; authorized 10,000,000 shares; no shares issued or outstanding at March 31, 2014 and December 31, 2013		—			—
Paid-in capital		2,211,302			2,209,566
Retained earnings		371,197			312,859
Total shareholders’ equity		$	2,583,508		$	2,523,434
Total liabilities and shareholders’ equity		$	9,553,305		$	9,332,604

 

(See Notes to Consolidated Financial Statements)

 

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share amounts)

 

		Three Months Ended March 31,
		2014			2013
		(unaudited)
Revenues
Rental of flight equipment		$	230,391		$	190,103
Aircraft sales, trading and other		15,894			1,894
Total revenues		246,285			191,997
Expenses
Interest		44,358			40,230
Amortization of discounts and deferred debt issue costs		6,490			5,210
Interest expense		50,848			45,440
Depreciation of flight equipment		78,142			63,863
Selling, general and administrative		19,186			14,247
Stock-based compensation		3,400			6,775
Total expenses		151,576			130,325
Income before taxes		94,709			61,672
Income tax expense		(33,312		)	(21,676		)
Net income		$	61,397		$	39,996
Net income per share of Class A and Class B Common Stock:
Basic		$	0.60		$	0.39
Diluted		$	0.57		$	0.38
Weighted-average shares outstanding:
Basic		101,857,176			101,260,614
Diluted		110,037,382			108,346,885

 

(See Notes to Consolidated Financial Statements)

 

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

 

		Preferred Stock					Class A Common Stock					Class B Non-Voting Common Stock					Paid-in			Retained
(unaudited)		Shares		Amount			Shares		Amount			Shares		Amount			Capital			Earnings			Total
Balance at December 31, 2013		—		$	—		101,822,676		$	1,009		—		$	—		$	2,209,566		$	312,859		$	2,523,434
Issuance of restricted stock units		—		—			130,103		—			—		—			—			—			—
Exercise of stock options		—		—			19,500		—			—		—			390			—			390
Stock based compensation expense		—		—			—		—			—		—			3,400			—			3,400
Cash dividends (declared $0.03 per share)		—		—			—		—			—		—						(3,059		)	(3,059		)
Tax withholding related to vesting of restricted stock units		—		—			(55,543	)	—			—		—			(2,054		)	—			(2,054		)
Net income		—		—			—		—			—		—			—			61,397			61,397
Balance at March 31, 2014		—		$	—		101,916,736		$	1,009		—		$	—		$	2,211,302		$	371,197		$	2,583,508

 

(See Notes to Consolidated Financial Statements)

 

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Three Months Ended March 31,
		2014			2013
		(unaudited)
Operating Activities
Net income		$	61,397		$	39,996
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		78,142			63,863
Stock-based compensation		3,400			6,775
Deferred taxes		33,312			21,676
Amortization of discounts and deferred debt issue costs		6,490			5,210
Gain on aircraft sales, trading and other activity		(14,430		)	(1,075		)
Changes in operating assets and liabilities:
Other assets		12,482			7,814
Accrued interest and other payables		347			11,048
Rentals received in advance		(900		)	5,834
Net cash provided by operating activities		180,240			161,141
Investing Activities
Acquisition of flight equipment under operating lease		(176,104		)	(323,431		)
Payments for deposits on flight equipment purchases		(137,318		)	(299,029		)
Proceeds from aircraft sales, trading and other activity		61,854			—
Acquisition of furnishings, equipment and other assets		(49,771		)	(36,708		)
Net cash used in investing activities		(301,339		)	(659,168		)
Financing Activities
Issuance of common stock		390			—
Cash dividends paid		(3,055		)	(2,532		)
Tax withholdings related to vesting of restricted stock units		(2,054		)	(1,742		)
Net change in unsecured revolving facilities		(233,000		)	25,000
Proceeds from debt financings		520,635			551,030
Payments in reduction of debt financings		(201,953		)	(99,953		)
Restricted cash		10,567			(4,251		)
Debt issue costs		(2,306		)	(10,760		)
Security deposits and maintenance reserve receipts		34,394			40,333
Security deposits and maintenance reserve disbursements		(16,614		)	(11,564		)
Net cash provided by financing activities		107,004			485,561
Net decrease in cash		(14,095		)	(12,466		)
Cash and cash equivalents at beginning of period		270,173			230,089
Cash and cash equivalents at end of period		$	256,078		$	217,623
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $10,391 and $6,899 for the three months ended March 31, 2014 and 2013		$	43,256		$	30,600
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest, deposits on flight equipment purchases and seller financing applied to acquisition of flight equipment		$	61,448		$	108,493
Cash dividends declared, not yet paid		$	3,059		$	—
Other assets applied to payments for deposits on flight equipment purchases		$	12,980			—

 

(See Notes to Consolidated Financial; Statements)

 

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Air Lease Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1.         Company Background and Overview

 

Air Lease Corporation together with its subsidiaries (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 new commercial jet transport aircraft directly from the manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”).  We lease these aircraft to airlines throughout the world to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our fleet to leasing companies, financial services companies and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee.

 

Note 2.         Basis of Preparation

 

The Company consolidates financial statements of all entities in which we have a controlling financial interest, including the accounts of any Variable Interest Entity in which we have a controlling financial interest and for which we are determined to be the primary beneficiary. All material intercompany balances are eliminated in consolidation. The 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, including only normal, recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows at March 31, 2014, and for all periods presented. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the operating results expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Note 3.         Debt Financing

 

The Company’s consolidated debt as of March 31, 2014 and December 31, 2013 are summarized below (in thousands):

 

		March 31, 2014			December 31, 2013
Unsecured
Senior notes		$	3,579,194		$	3,055,620
Revolving credit facilities		575,000			808,000
Term financings		229,966			247,722
Convertible senior notes		200,000			200,000
		4,584,160			4,311,342
Secured
Warehouse facilities		598,372			828,418
Term financings		703,306			654,369
Export credit financing		69,875			71,539
		1,371,553			1,554,326
Total secured and unsecured debt financing		5,955,713			5,865,668
Less: Debt discount		(12,617		)	(12,351		)
Total debt		$	5,943,096		$	5,853,317

 

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The Company’s secured obligations as of March 31, 2014 and December 31, 2013 are summarized below (in thousands, except number of aircraft which are reflected in units):

 

		March 31, 2014			December 31, 2013
Nonrecourse		598,372			$	847,684
Recourse		773,181			706,642
Total		$	1,371,553		$	1,554,326
Number of aircraft pledged as collateral		44			52
Net book value of aircraft pledged as collateral		$	2,214,219		$	2,454,350

 

Unsecured revolving credit facilities

 

On May 5, 2014, the Company completed an amendment to its $2.0 billion senior unsecured revolving credit facility (the “Syndicated Unsecured Revolving Credit Facility”). Pursuant to the amendment, we have increased the aggregate capacity by $100.0 million to $2.1 billion and extended the availability period to May 2018.

 

Senior unsecured notes

 

During the quarter ended March 31, 2014, the Company issued $525.0 million in aggregate principal amount of senior unsecured notes. On January 22, 2014, the Company issued $25.0 million in aggregate principal amount of senior unsecured notes due 2024 that bear interest at a rate of 4.85%. On March 11, 2014, the Company issued $500.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 3.875%.

 

Warehouse facilities

 

On March 27, 2014, the Company refinanced a portfolio of secured debt facilities including our non-recourse $192.8 million senior secured warehouse facility (the “2012 Warehouse Facility”). We reduced the aggregate principal amount outstanding under the portfolio of loans from $178.5 million to $101.0 million, reduced the interest rate from LIBOR plus 2.25% to LIBOR plus 1.55% and modified the amortization schedule of the loans, which now have final maturities in March 2019.

 

Maturities

 

Maturities of debt outstanding as of March 31, 2014 are as follows (in thousands):

 

Years ending December 31,
2014		$	150,206
2015		256,005
2016		943,082
2017		1,421,293
2018		1,203,098
Thereafter		1,982,029
Total(1)(2)		$	5,955,713

(1)         As of March 31, 2014, the Company had $598.4 million of debt outstanding under our secured revolving credit facility (The “2010 Warehouse Facility”).  The Company is able to draw on the facility during an availability period that ends in June 2015 with a subsequent term out option, through 2018 which is reflected in the maturity schedule above.

(2)         As of March 31, 2014, the Company had $575.0 million of debt outstanding under our unsecured revolving credit facilities. The outstanding drawn balances may be rolled until the maturity date of each respective facility and have been presented as such in the maturity schedule above. Maturities of outstanding drawn balances under the Syndicated Unsecured Revolving Credit Facility have been presented as amended on May 5, 2014.

 

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Note 4.         Commitments and Contingencies

 

Aircraft Acquisition

 

As of March 31, 2014 we had commitments to acquire a total of 331 new aircraft for delivery as follows:

 

Aircraft Type		2014		2015		2016		2017		2018		Thereafter		Total
Airbus A321-200(1)		11		6		—		—		—		—		17
Airbus A320/321 NEO		—		—		3		12		15		20		50
Airbus A330-300		1		—		—		—		—		—		1
Airbus A350-900/1000(2)		—		—		—		—		1		29		30
Boeing 737-800		10		21		15		11		—		—		57
Boeing 737-8/9 MAX(3)		—		—		—		—		8		96		104
Boeing 777-300ER		5		8		2		—		—		—		15
Boeing 787-9/10		—		—		—		1		7		37		45
ATR 72-600		4		2		5		1		—		—		12
Total		31		37		25		25		31		182		331

 

(1)         All of our Airbus A321-200 aircraft will be equipped with sharklets.

(2)         As of March 31, 2014, five of the Airbus A350-1000 aircraft were subject to reconfirmation.

(3)     As of March 31, 2014, 10 of the Boeing 737-8 MAX aircraft were subject to reconfirmation.

 

Commitments for the acquisition of these aircraft and other equipment at an estimated aggregate purchase price (including adjustments for inflation) of approximately $27.4 billion at March 31, 2014 are as follows (in thousands):

 

Years ending December 31,
2014		$	1,939,366
2015		2,246,445
2016		1,437,709
2017		1,632,751
2018		2,781,520
Thereafter		17,330,093
Total		$	27,367,884

 

We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $1.2 billion and $1.1 billion as of March 31, 2014 and December 31, 2013, respectively, which are subject to manufacturer performance commitments. If we are unable to satisfy our purchase commitments, we may forfeit our deposits. Further, we would be subject to breach of contract claims by our lessees and manufacturers.

 

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Note 5.        Net Earnings Per Share

 

Basic net earnings per share is computed by dividing net income 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 two 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.

 

Diluted net 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 months ended March 31, 2013, the Company excluded 150,000 shares related to stock options which were potentially dilutive securities from the computation of diluted earnings per share because including these shares would be anti-dilutive.  In addition, the Company excluded 1,789,586 and 2,192,931 shares related to restricted stock units for which the performance metric had yet to be achieved as of March 31, 2014 and 2013, respectively.

 

The following table sets forth the reconciliation of basic and diluted net income per share (in thousands, except share amounts):

 

		Three Months Ended March 31,
		2014			2013
Basic net income per share:
Numerator
Net income		$	61,397		$	39,996
Denominator
Weighted-average common shares outstanding		101,857,176			101,260,614
Basic net income per share		$	0.60		$	0.39
Diluted net income per share:
Numerator
Net income		$	61,397		$	39,996
Interest on convertible senior notes		1,433			1,407
Net income plus assumed conversions		$	62,830		$	41,403
Denominator
Number of shares used in basic computation		101,857,176			101,260,614
Weighted-average effect of dilutive securities		8,180,206			7,086,271
Number of shares used in per share computation		110,037,382			108,346,885
Diluted net income per share		$	0.57		$	0.38

 

Note 6.         Fair Value Measurements

 

Assets and Liabilities Measured at Fair Value on a Recurring and Non-recurring Basis

 

The Company had no assets or liabilities which are measured at fair value on a recurring or non-recurring basis as of March 31, 2014 or December 31, 2013.

 

Financial Instruments Not Measured at Fair Value

 

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 March 31, 2014 was $6.2 billion compared to a book value of $5.9 billion. The estimated fair value of debt financing as of December 31, 2013 was $6.1 billion compared to a book value of $5.9 billion.

 

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at March 31, 2014, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at March 31, 2014 approximates their carrying value as reported on the consolidated balance sheet.  The fair value of all these instruments would be categorized as Level 1 of the fair value hierarchy.

 

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Note 7.         Stock-based Compensation

 

In accordance with the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan (“Plan”), the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the Plan is approximately 8,193,088 as of March 31, 2014. Options are generally granted for a term of 10 years and generally vest over a three year period. The Company has issued RSUs with two different vesting criteria: those RSUs that vest based on the attainment of book value goals and those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals. The book value RSUs generally vest ratably over three to four years, if the performance condition has been met. Book value RSUs for which the performance metric has not been met are forfeited. The TSR RSUs vest at the end of a three year period. The number of TSR RSUs that will ultimately vest is based upon the percentile ranking of the Company’s TSR among a peer group. The number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the extent to which the TSR metric is achieved.

 

The Company recorded $3.4 million and $6.8 million of stock-based compensation expense for the three months ended March 31, 2014 and 2013, respectively.

 

Stock Options

 

A summary of stock option activity in accordance with the Company’s stock option plan as of March 31, 2014, and changes for the three month period then ended, follows:

 

		Shares		Exercise Price		Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)(1)
Balance at December 31, 2013		3,357,658		20.39		6.49		35,883
Granted		—		—		—		—
Exercised		(19,500	)	20.00		—		(308	)
Forfeited/canceled		—		—		—		—
Balance at March 31, 2014		3,338,158		20.40		6.24		56,397
Vested and exercisable as of March 31, 2014		3,338,158		20.40		6.24		56,397

(1)         The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of our Class A Common Stock as of the respective date.

 

As of March 31, 2014, all of the Company’s outstanding employee stock options had fully vested and there were no unrecognized compensation costs related to outstanding employee stock options.  As a result, there was no stock-based compensation expense related to employee stock options for the three months ended March 31, 2014, compared to $2.9 million for the three months ended March 31, 2013.

 

The following table summarizes additional information regarding exercisable and vested options at March 31, 2014:

 

		Options exercisable and vested
Range of exercise prices		Number of Shares		Weighted- Average Remaining Life (in years)
$20.00		3,188,158		6.22
$28.80		150,000		7.08
$20.00 - $28.80		3,338,158		6.24

 

Restricted Stock Units

 

Compensation cost for stock awards is measured at the grant date based on fair value and recognized over the vesting period. The fair value of book value 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 TSR RSUs 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. Due to our limited stock history since the completion of our initial public offering on April 25, 2011, historical volatility was estimated based on all available stock history information.

 

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During the three months ended March 31, 2014, the Company granted 352,619 RSUs of which 176,304 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2014:

 

		Unvested Restricted Stock Units
		Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested at December 31, 2013		1,569,005		$	24.50
Granted		352,619		41.72
Vested		(130,103	)	25.53
Forfeited/canceled		(1,935	)	34.87
Unvested at March 31, 2014		1,789,586		$	27.80
Expected to vest after March 31, 2014(1)		1,775,115		$	27.80

 

(1)  RSUs expected to vest reflect an estimated forfeiture rate.

 

The Company recorded $3.4 million and $3.8 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2014 and 2013, respectively.

 

As of March 31, 2014, there was $23.4 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs granted to employees. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures and is expected to be recognized over a weighted-average remaining period of 2.2 years.

 

Note 8. Litigation

 

On April 24, 2012, the Company was named as a defendant in a complaint filed in Superior Court of the State of California for the County of Los Angeles by American International Group, Inc. (“AIG”) and International Lease Finance Corporation (“ILFC”). The complaint also names as defendants certain executive officers and employees of, and an initial investor in, the Company. AIG withdrew as a plaintiff on all but one cause of action that is not asserted against the Company.

 

Among other things, the complaint, as amended, alleges breach of fiduciary duty, misappropriation of trade secrets, the wrongful recruitment of ILFC employees, and the wrongful diversion of potential ILFC leasing opportunities. The complaint seeks an unspecified amount of damages and injunctive relief. The Company believes that it has meritorious defenses to these claims and intends to defend this matter vigorously. The amount or range of loss, if any, is not estimable at this time.

 

On August 15, 2013, the Company filed a cross complaint against ILFC and AIG. The cross complaint, as amended, alleges breach of contract for the sale of goods in connection with an agreement entered into by AIG, acting on behalf of ILFC, in January 2010 to sell 25 aircraft to the entity that became Air Lease Corporation. The cross complaint seeks compensatory damages in excess of $500 million.

 

Note 9. Related Party Transactions

 

In March 2014, we entered into Servicing Agreements with Commonwealth Bank of Australia and its subsidiaries at terms no more favorable than would be negotiated with an unrelated third party.  Commonwealth Bank of Australia beneficially owns more than 5% of our Class A Common Stock, and one of our directors, Ian M. Saines, was Group Executive of the Institutional Banking and Markets division of Commonwealth Bank through December 2013.  Pursuant to the Servicing Agreements, we agreed to manage the lease of seven aircraft to third parties, and if requested by the subsidiaries, to remarket the aircraft for subsequent leases or for sale. In connection with these transactions, Commonwealth Bank of Australia will pay us a percentage of the contracted rent and the rent actually paid by the lessees each month. We may earn up to an aggregate of approximately $3.1 million in fees under the Servicing Agreements in connection with the management of the leases.

 

In addition, Commonwealth Bank of Australia is a lender under the Syndicated Unsecured Revolving Credit Facility. See note 3 of Notes to Consolidated Financial Statements.

 

Note 10.  Subsequent Events

 

On May 7, 2014, our board of directors approved a quarterly cash dividend of $0.03 per share on our outstanding common stock. The dividend will be paid on July 7, 2014 to holders of record of our common stock as of June 16, 2014.

 

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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 is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing new commercial jet transport aircraft directly from the manufacturers, such as Boeing and Airbus, and leasing those aircraft to airlines throughout the world to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our operating lease portfolio to third parties, including other leasing companies, financial services companies and airlines. 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 indebtedness and the terms of our aircraft sales and trading activities.

 

We ended the first quarter of 2014 with 196 aircraft comprised of 150 single-aisle narrowbody jet aircraft, 30 twin-aisle widebody jet aircraft and 16 turboprop aircraft, with a weighted average age of 3.8 years. We ended 2013 with 193 aircraft, comprised of 146 single-aisle narrowbody jet aircraft, 31 twin-aisle widebody jet aircraft and 16 turboprop aircraft, with a weighted average age of 3.7 years. Our fleet grew by 1.8% based on net book value to $7.7 billion as of March 31, 2014 compared to $7.6 billion as of December 31, 2013. All of the aircraft in our fleet were leased as of March 31, 2014 and December 31, 2013. As of March 31, 2014, we managed 12 aircraft compared to four aircraft as of December 31, 2013.

 

The acquisition and lease of additional aircraft led to an increase of $40.3 million, or 21.2%, in our rental revenue to $230.4 million for the quarter ended March 31, 2014, compared to $190.1 million for the quarter ended March 31, 2013.  Due to the timing of aircraft deliveries the full impact on rental revenue for aircraft acquired during a given period will be reflected in subsequent periods.

 

We recorded earnings before income taxes of $94.7 million for the quarter ended March 31, 2014 compared to $61.7 million for the quarter ended March 31, 2013, an increase of $33.0 million or 53.6%.  Our profitability increased year over year as our pretax profit margin increased to 38.5% for the quarter ended March 31, 2014, compared to 32.1% for the quarter ended March 31, 2013.  Diluted earnings per share increased to $0.57 for the quarter ended March 31, 2014, compared to $0.38 for the quarter ended March 31, 2013, an increase of 50.0%.

 

During the quarter ended March 31, 2014, the Company entered into binding commitments to acquire nine aircraft  from Airbus, Boeing and Avions de Transport Régional (“ATR”).  From Airbus, we agreed to purchase an Airbus A330-300 scheduled to deliver in 2014.  From Boeing, we agreed to purchase an additional Boeing 737-800 aircraft scheduled to deliver in 2015.  From ATR, we agreed to purchase seven additional ATR 72-600 aircraft which are scheduled to deliver in 2015 through 2017.

 

Our financing plans remain focused on raising unsecured debt in the global bank and capital markets, reinvesting cash flow from operations and, to a limited extent, export credit financing. During the quarter ended March 31, 2014, we entered into additional unsecured debt facilities aggregating $525.0 million. We ended the first quarter of 2014 with total debt outstanding of $5.9 billion, of which 69.4% was at a fixed rate and 77.0% was unsecured, with a composite cost of funds of 3.73%.

 

Our fleet

 

Portfolio metrics of our fleet as of March 31, 2014 and December 31, 2013 are as follows (dollars in thousands):

 

		March 31, 2014			December 31, 2013
Fleet size		196			193
Weighted-average fleet age(1)		3.8 years			3.7 years
Weighted-average remaining lease term(1)		7.0 years			7.1 years
Aggregate fleet net book value		$	7,746,601		$	7,613,135

(1)               Weighted-average fleet age and remaining lease term calculated based on net book value.

 

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The following table sets forth the net book value and percentage of the net book value of our aircraft portfolio operating in the indicated regions as of March 31, 2014 and December 31, 2013 (dollars in thousands):

 

		March 31, 2014					December 31, 2013
Region		Net Book Value			% of Total		Net Book Value			% of Total
Asia/Pacific		$	3,461,427		44.7	%	$	3,317,118		43.6	%
Europe		2,680,153			34.6	%	2,656,816			34.9	%
Central America, South America and Mexico		823,003			10.6	%	829,930			10.9	%
U.S. and Canada		413,690			5.3	%	436,653			5.7	%
The Middle East and Africa		368,328			4.8	%	372,618			4.9	%
Total		$	7,746,601		100.0	%	$	7,613,135		100.0	%

 

The following table sets forth the number of aircraft we leased by aircraft type as of March 31, 2014 and December 31, 2013:

 

		March 31, 2014				December 31, 2013
Aircraft type		Number of Aircraft		% of Total		Number of Aircraft		% of Total
Airbus A319-100		6		3.1	%	6		3.1	%
Airbus A320-200		42		21.4	%	42		21.8	%
Airbus A321-200		9		4.6	%	7		3.6	%
Airbus A330-200		16		8.2	%	16		8.3	%
Airbus A330-300		5		2.5	%	5		2.6	%
Boeing 737-700		9		4.6	%	10		5.2	%
Boeing 737-800		53		27.0	%	50		25.9	%
Boeing 767-300ER		2		1.0	%	3		1.6	%
Boeing 777-200ER		1		0.5	%	1		0.5	%
Boeing 777-300ER		6		3.1	%	6		3.1	%
Embraer E175		8		4.1	%	8		4.1	%
Embraer E190		23		11.7	%	23		11.9	%
ATR 72-600		16		8.2	%	16		8.3	%
Total		196		100.0	%	193		100.0	%

 

As of March 31, 2014 we had commitments to acquire a total of 331 new aircraft for delivery as follows:

 

Aircraft Type		2014		2015		2016		2017		2018		Thereafter		Total
Airbus A321-200(1)		11		6		—		—		—		—		17
Airbus A320/321 NEO		—		—		3		12		15		20		50
Airbus A330-300		1		—		—		—		—		—		1
Airbus A350-900/1000(2)		—		—		—		—		1		29		30
Boeing 737-800		10		21		15		11		—		—		57
Boeing 737-8/9 MAX(3)		—		—		—		—		8		96		104
Boeing 777-300ER		5		8		2		—		—		—		15
Boeing 787-9/10		—		—		—		1		7		37		45
ATR 72-600		4		2		5		1		—		—		12
Total		31		37		25		25		31		182		331

 

(1)         All of our Airbus A321-200 aircraft will be equipped with sharklets

(2)         As of March 31, 2014, five of the Airbus A350-1000 aircraft were subject to reconfirmation.

(3)         As of March 31, 2014, 10 of the Boeing 737-8 MAX aircraft were subject to reconfirmation.

 

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Our lease placements are progressing in line with expectations. As of March 31, 2014 we have entered into contracts for the lease of new aircraft scheduled to be delivered as follows:

 

Delivery year		Number of Aircraft		Number Leased		% Leased
2014		31		31		100.0	%
2015		37		36		97.3
2016		25		11		44.0
2017		25		9		36.0
2018		31		7		22.6
Thereafter		182		—		—
Total		331		94

 

Aircraft industry and sources of revenues

 

Our revenues are principally derived from operating leases with scheduled and charter airlines and we derive more than 90% of our revenues from airlines domiciled outside of the United States. As of March 31, 2014, we had 196 aircraft leased under operating leases to 79 airlines based in 47 countries and we anticipate that most of our revenues in the future will be generated from foreign lessees.  The airline industry is cyclical, economically sensitive, and highly competitive. Airlines and related companies are affected by fuel price volatility and fuel shortages, political and economic instability, currency volatility, natural disasters, terrorist activities, changes in national policy, competitive pressures, labor actions, pilot shortages, insurance costs, recessions, health concerns and other political or economic events adversely affecting world or regional trading markets. Our airline customers’ ability to react to, and cope with, the volatile competitive environment in which they operate, as well as our own competitive environment, will affect our revenues and income.

 

Despite industry cyclicality and current stresses, we remain optimistic about the long-term growth prospects for air transportation.  We see a growing demand for aircraft leasing in the broader industry and a role for ALC in helping airlines modernize their fleets to support the growth of the airline industry.

 

Liquidity and Capital Resources

 

Overview

 

We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and trading activity, and debt financings. We have structured the Company to be an investment grade company and our debt financing strategy has focused on funding our business on an unsecured basis. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to another. We may, to a limited extent, utilize export credit financing in support of our new aircraft deliveries.

 

The Company has two corporate credit ratings. Our investment grade credit ratings further lowered our cost of funds and broadened our access to attractively priced capital. Our long term debt financing strategy is focused on raising unsecured debt in the global bank and capital markets.

 

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Debt

 

Our debt financing was comprised of the following at March 31, 2014 and December 31, 2013 (in thousands):

 

		March 31, 2014			December 31, 2013
Unsecured
Senior notes		$	3,579,194		$	3,055,620
Revolving credit facilities		575,000			808,000
Term financings		229,966			247,722
Convertible senior notes		200,000			200,000
		4,584,160			4,311,342
Secured
Warehouse facilities		598,372			828,418
Term financings		703,306			654,369
Export credit financing		69,875			71,539
		1,371,553			1,554,326
Total secured and unsecured debt financing		5,955,713			5,865,668
Less: Debt discount		(12,617		)	(12,351		)
Total debt		$	5,943,096		$	5,853,317
Selected interest rates and ratios:
Composite interest rate(1)		3.73		%	3.60		%
Composite interest rate on fixed rate debt(1)		4.48		%	4.56		%
Percentage of total debt at fixed rate		69.43		%	61.98		%

(1)                                 This rate does not include the effect of upfront fees, undrawn fees or issuance cost amortization

 

Unsecured revolving credit facilities

 

On May 5, 2014, the Company completed an amendment to its $2.0 billion senior unsecured revolving credit facility (the “Syndicated Unsecured Revolving Credit Facility”). Pursuant to the amendment, we have increased the aggregate capacity by $100.0 million to $2.1 billion and extended the availability period to May 2018.

 

Senior unsecured notes

 

During the quarter ended March 31, 2014, the Company issued $525.0 million in aggregate principal amount of senior unsecured notes. On January 22, 2014, the Company issued $25.0 million in aggregate principal amount of senior unsecured notes due 2024 that bear interest at a rate of 4.85%. On March 11, 2014, the Company issued $500.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 3.875%.

 

Warehouse facilities

 

On March 27, 2014, the Company refinanced a portfolio of secured debt facilities including our non-recourse $192.8 million senior secured warehouse facility (the “2012 Warehouse Facility). We reduced the aggregate principle amount outstanding under the portfolio of loans from $178.5 million to $101.0 million, reduced the interest rate from LIBOR plus 2.25% to LIBOR plus 1.55% and modified the amortization schedule of the loans, which now have final maturities in March 2019.

 

Credit Ratings

 

The following table summarizes our current credit ratings:

 

Rating Agency		Long-term Debt		Corporate Rating		Outlook		Date of Last Ratings Action
S&P		BBB-		BBB-		Stable Outlook		August 26, 2013
Kroll Bond Ratings		A-		A-		Stable Outlook		May 9, 2013

 

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