Willis Lease Finance Corporation (WLFC) 2026 Q2 法說會逐字稿

Good day and welcome to the Willis Lease Finance Corporation Q2 2026 Earnings Conference Call.

(Event Instructions)

At this time, I would like to turn the conference over to Mr. Austin Willis, CEO. Please go ahead.

Thank you, operator, and thank you all for joining us today to discuss Willis Lease Finance Corporation's second quarter 2026 financial results.

On our call today, I am joined by Scott Flaherty, our Chief Financial Officer.

I would like to also point you to the Investor Center section on our website, where we have posted a presentation to give further details supporting our prepared remarks, along with our earnings press release.

We are pleased to have continued strong momentum from earlier in the year and are reporting another quarter of solid financial and operational performance. We continue to deliver on our strategy to grow assets under management and have increased this from roughly $3.6 billion in quarter 2025 to about $4.4 billion in quarter 2026.

Furthermore, we delivered strong EBT performance of $38 million. And an adjusted EBITDA of $120.7 million in an uncertain geopolitical environment.

Before discussing our business segments, it's worth briefly touching on the broader operating environment.

The macro environment has been dynamic in the second quarter and remains so.

While geopolitical events, including the conflict in Iran created some temporary market disruption. The underlying fundamentals of our business remain strong.

As I will discuss later, one of the strengths of WLSC is our ability to perform across different market environments supported by our integrated platform and the flexible solutions we provide to our customers.

While the war in Iran hasn't affected the demand for our assets, it has had some effect on the volume of aircraft and engine transactions taking place.

Similarly, during the second quarter, we saw a reduction in short-term maintenance reserve revenue, which appears to be the result of customers flying fewer hours on less fuel-efficient platforms such as the A320CO and 737NGs, powered by CFM-56 and V-2500 engines.

By comparison, the more modern engines like LEAP and GTF did not see the same reduction in flight hours as they were favored due to their fuel efficiency and, in fact, had an increase in flight utilization in many cases.

Partly due to the modernization of our fleet, which Scott will speak to in a moment.

Encouragingly, the maintenance reserve revenues from older engine types are improving along with trade volume.

As the aircraft OEMs ramp up production of the A320neos and 737 MAX aircraft, we see the long-term prospects for leaps and GTF demand remaining robust.

While both aircraft platforms have had entry into service difficulties driven primarily by the engine-related technical issues, the engines are now beginning to reach a point of maturity where scheduled removals for performance restoration and LLP replacement are beginning to accelerate.

As a result, we expect the LEAP and GTF engines to require more frequent off-wing maintenance, and this, combined with the maturing of the engine type, is likely to lead to strong demand for these engines.

About 60% of our consolidated portfolio by net book value, including WLFC and WAC, consists of modern tech engines, including LEAP, GTF, and GENX.

Reflecting our investments in these modern platforms for the past few years, we are well positioned to serve this growing base of aircraft and engines into the next decade.

We expect the CFM-56 and V-2500s to continue as big contributors to our bottom line as well, however. We remain prudent, as always, in our decisions to buy assets, understanding that as the market matures, these assets will be phased out in favor of more modern technology.

We believe we're well positioned to benefit from this phase-out as our product constant thrust is designed specifically to facilitate these transitions, and our maintenance philosophy of hospital shop visits in lieu of full overhauls will become an increasingly attractive alternative to costly full overhauls.

With the hiring of David Hook last year, we focused more on M&A in 2026.

We have participated in a number of marketed processes and some off-market deals as well.

Of the opportunities we are seeing, sellers are increasingly preferring to transact through the sale of entities that own the underlying assets rather than through direct sales of assets in order to avoid lengthy novation processes.

While this has created opportunities for us to acquire assets at attractive prices, acquiring them through special purpose vehicles also introduces the additional costs and complexity associated with the M&A transactions.

These types of costs are reflected in SG&A, but are also carefully factored into our investment decisions.

We were pleased to announce two M&A type transactions recently where we acquired assets through special purpose vehicles, and I'll speak more to that in a moment.

Moving on to discuss the Willis platform and our primary business segments.

Total assets under management grew from $3.6 billion in Q2 2025 to $4.4 billion in Q2 2026, a significant increase of 21%. Our assets on balance sheet made-up 67% of assets under management.

Next, I'll give an update on our primary business areas, leasing, Willis Aviation Capital and services.

Starting with leasing.

Our leasing business is performing well as we have been focused on reallocating assets to different pockets of capital in order to execute our growth strategy across both our balance sheet business as well as WAC.

We saw solid utilization of our lease portfolio in Q2, averaging about 85%, roughly equivalent to the prior quarter. This does fluctuate from time to time as engines go into maintenance, programs roll on and off, we move assets on and off balance sheet, and when we acquire new assets off lease.

In June, we acquired the vehicles that own three Airbus A330-300 aircraft that were released to China Airlines and Eva Air.

Then in July, we signed definitive documentation to acquire the private equity entities that own an additional 12 commercial aircraft and 13 aircraft engines. These acquisitions provide us the opportunity to expand our portfolio and customer base. We intend to use our platform and programs to extract additional value from these assets as well.

As I mentioned earlier, Willis Aviation Capital, or WAC, grew to $1.4 billion in Q2 2026, representing an increase of nearly 80% from its AUM the same period last year. The muted growth of the balance sheet assets was largely the result of having seeded the portfolios of the Blackstone Fund. The Liberty Mutual Fund and our joint venture with Mitsui.

The seeding is now largely complete and we expect the majority of further growth in the funds to come through third-party market purchases. This will help build out both our AUM as well as our balance sheet portfolio, which still represents the primary source of income for WLSC.

As we stand today.

We have roughly $1.3 billion of additional capital ready to deploy in our discretionary funds, which is in addition to the capital raised by our joint ventures and the WLFC capital structure.

This liquidity, along with the undrawn revolver capacity and our low leverage of 2.78 times provides added flexibility and will allow us to execute our growth strategy.

Finally, services.

Our services businesses continue to be a major strategic advantage, differentiator, and value creator both for our own assets and those we manage.

After nearly a year of on-site inspections and quality audits, we were pleased to announce last week that we signed a major engine storage agreement with Pratt & Whitney. I believe this is indicative of the confidence they have placed in us both as a customer and a service provider.

We intend to be good custodians of their assets at our maintenance facilities in the United States, in the United Kingdom. As well as other engine repair centers we may establish in the future.

We are currently in advance discussions to establish another center in Asia, and we hope to have news for you on that in the near future.

The Willis Engine Repair Center, or WORC, is a replicable solution we can duplicate quickly in different geographies.

I also want to reiterate our commitment to allocating our capital to supporting growth, maintaining leverage targets and providing a nominal return of capital through a dividend to our shareholders. In support of that goal, we recently declared a quarterly dividend of $0.13.3 per share, which when adjusted for a three-for-one stock split is equivalent to our prior dividend.

As the market recognizes the growth and value of the Willis platform, we're pleased to see a broadening of our inclusion into various Russell 2000 indices as well as an increased trading volume in our securities, which provides more liquidity to our shareholders.

Trading volume in our equity on a dollar volume basis has increased 82% in 2026 compared to 2025.

Overall, we have achieved another strong quarter, and we are confident in the progress we are making to scale our global platform, expand our portfolio, and deliver long-term value for shareholders.

This year, we have been focused on moving assets from our balance sheet to Willis Aviation Capital.

Now that this is largely complete, we look forward to a return to balanced growth by closing on our significant pipeline.

And with that, I'll hand it over to Scott Flaherty, our CFO. To discuss our financial performance in greater depth.

Thank you, Austin, and good morning, all. Q2 was another strong quarter for Willis Lease as our core leasing business produced solid revenues, profitability and cash flows. We continue to vertically integrate our services solutions platform, further differentiating our product offering, creating cross-sale opportunities and affording both Willis and our customers the benefit from the most economical maintenance solutions. The second quarter also provided for further seeding of our Blackstone and Liberty Fund portfolios as well as the continued build of our Willis-Mitsui joint venture.

The second quarter's $194 million of revenues produced $38.1 million of earnings before tax or EBT $28.7 million of net income attributable to common shareholders and $1.31 of diluted earnings per share, as well as $120.7 million of adjusted EBITDA.

Walking through the P&L, our quarterly top-line was driven by solid lease rent revenues of $77.1 million in the quarter, 6.7% year-over-year growth in lease rent revenue. Driven by a marginal increase in the average portfolio size as we built assets year over year while at the same time seeding our fund businesses. Our own portfolio reflected on balance sheet as equipment held for operating lease, maintenance rights, notes receivable and investments and sales type leases at the end of the second quarter was $2.96 billion in book value. Average utilization was down from 87.2% in the second quarter.

Of 2025 to 85% in the second quarter of 2026. That said, we saw strength in lease rates as our average lease rate ticked up from 1.0% to 1.03% in the comparable year-over-year periods.

Maintenance reserve revenues for the quarter were $46.5 million, down from $50.7 million in the prior comparable period.

$39 million of these revenues were short-term maintenance reserves as compared to $50.2 million in Q2 2025. Short-term maintenance reserve revenues are a proxy for both the number of engines that we have on short-term lease conditions as well as the operating tempo of these engines. The average number of engines that we had on short-term conditions declined by 4.9% from the comparable prior quarter as the portfolio mix shifted slightly towards new tech engines, which tend to. Term leases. We also saw a reduction in hours and cycles in April and May by certain operators due to elevated fuel pricing.

At the tail end of the second quarter, we started to see a recovery in operating tempo and the related maintenance reserve revenues as a ceasefire took hold in Iran and fuel prices began to decline.

$7.5 million of these maintenance reserve revenues were long-term maintenance reserve revenues.

In Q2 2026 associated with engines coming off long-term leases compared to $0.5 million in Q2 2025.

$6.8 million of these revenues related to 1V2500 coming off long-term lease and the release of its maintenance reserves. Spare parts and equipment sales were $21.2 million in the quarter compared to $30.4 million in the comparable period in 2025.

Spare parts sales were $11.1 million in Q2 2026, up 19.7% from $9.2 million in the comparable prior quarter. Gross margins on spare parts sales were 10%. Sales reflected in the consolidated P&L are net of $8 million of intercompany sales that are transacted at cost but provide incremental value to the consolidated businesses.

Equipment sales in the second quarter of 2026 were $10.1 million compared to $21.1 million in the prior comparable period. These Q2 2026 revenues reflect the sale of two engines in one airframe that were not part of the lease portfolio. The trading profit on sale of this equipment was $5 million, representing a 49% gross margin.

Gains on sale of lease equipment, a net revenue metric. Aggregated to $32 million in the second quarter, up $4.6 million from $27.6 million in the comparable prior period. The $32 million gain on leased equipment was associated with the sale of 21 engines and other parts and equipment for $224.8 million, less economic closing adjustments.

Representing a gross margin of 14.2%. Included in these sales were 14 engines sold as part of our seed portfolio to the Blackstone Fund. We are predominantly done with seeding our fund portfolios and will now focus on growing our assets under management, including the balance sheet portfolio with purchases from third parties.

The company recognized $0.2 million of gain on sale of financial assets, where we sold one engine recorded on our balance sheet as a note receivable for $16.8 million. The sale of these financial assets are generally par sales.

Maintenance services revenue, which represents fleet management, engine and aircraft storage and repair services, and revenues related to management of fixed-based operator services, increased by $1 million or 11.9% to $9 million in Q2 2026. This growth reflects the growth of engine and aircraft storage. And was partially offset by the sale on 6/30/2025 of our Fleet Management or BAML business to our Wools Mitsui joint venture.

Gross margin was a negative $1.4 million and influenced by the seasonality of the base maintenance activity in the second quarter. Our maintenance service offerings enhance our ability to provide a differentiated offering and program solution to our customer base as well as vertical integration to increase the profitability of our owned and managed assets. Intercompany maintenance services are not reflected in our P&L, but would represent 21% of our gross maintenance service sales in the second quarter. Management and advisory fees, the fees generated through our asset management efforts were $5.5 million in the quarter, up $2.9 million. Or 113%, which was primarily driven by $2.8 million of fees earned from our Blackstone and Liberty Mutual funds in the company's role as GP.

These fees also include fees earned from our Willis-Mitsui joint venture and, to a lesser extent, our Catholic joint venture in Shanghai. The Blackstone Fund commenced operations in April of this year, and the LMI Fund commenced operations in March.

The company recognized $1.4 million in other revenue during the three months ended June 30, 2026, compared to $0.3 million in the prior year period. Other revenue was primarily attributable to lease and billings to satisfy lessee lease and contractual conditions.

On the expense side of the equation, depreciation and amortization expense increased by $1.5 million or 5.5% to $29.1 million in Q2 2026, compared to $27.6 million in the prior comparable period. The increase is primarily due to an increase in the size of our lease portfolio and the timing of placing acquired engines on lease.

Write down of equipment was 4.9 million in the second quarter, reflecting the write down of four engines. There was 11.5 million in write downs of equipment in the comparable prior period, reflecting the write down of six engines.

General and administrative expenses increased by $5.1 million to $55.6 million in the second quarter, compared to $50.4 million in the prior comparable period. The increase was primarily driven by the prior comparable period, including $6.3 million in government grant receipts for the now discontinued sustainable aviation fuel project, along with the current period including. A $2.7 million increase in legal fees, primarily related to the company's financing and strategic initiatives. These increases were partially offset by a $3.4 million decrease in personnel costs. Primarily reflecting $4.0 million reduction in share-based compensation resulting from changes made to the structuring of new employee equity awards following the appreciation in the company stock price. General and administrative costs also included $1.6 million of costs which were recharged to the LMI Fund and Blackstone Fund, with the associated revenue of $1.6 million included in management and advisory fees.

As we look forward, based upon the January 2025 changes to our share-based compensation program, we would expect pursuing consistent practices that this expense would continue to decline, approaching 50% of its estimated 2026 cost in 2028.

Technical expense increased by $2.4 million to $9.9 million for the three months ended June 30, 2026, compared to $7.5 million in the prior comparable period due to increased level of engine repair activity as compared to that of the prior period. Technical expense generally relates to unplanned maintenance, whereas engine performance restorations tend to be planned and capitalized events.

Net finance costs increased $1.5 million or 4.6% to $35.1 million for the three months ended June 30, 2026, compared to $33.6 million in the prior comparable period. The increase was primarily attributable to a $5.4 million loss on debt extinguishment recognized in the current period with no comparable loss. In the prior period resulting from the company's refinancing and capital restructuring activities.

$1.5 million of the $5.4 million loss in the quarter and $7.6 million of the $12.4 million loss year-to-date was non-cash and reflected an acceleration of previously incurred debt issuance costs.

Income from operations was $34 million, up 20.2% from the prior comparable period. The company also picked up $4.2 million in ratable earnings from our investments, which predominantly consisted of investments in our Willis-Mitsui joint venture and our Blackstone and Liberty funds. Earnings before tax or EBT of $38.1 million for the quarter as compared to EBT of $74.3 million for the prior comparable period, which included a one-time gain of $43 million associated with our sale of BAML business to our joint venture.

Income tax expense was $7.8 million for the second quarter of 2026, which reflects a 20.5% effective tax rate as compared to an 18.7% rate in the prior comparable period, both of which were lower than the US federal statutory rate of 21%. The rate for the second quarter of 2026 was positively impacted by a worthless stock deduction the company recognized on a foreign subsidiary involved in the discontinued sustainable aviation fuel project. The prior comparable period separately benefited from no statutory tax being owed on the sale of the BAML business.

The company produced $28.7 million of net income attributable to common shareholders, which factors in GAAP taxes, net income attributable to our non-controlling interest, and the cost of our preferred equity. Diluted weighted average income per share was $1.31 in the second quarter of 2026. Diluted weighted average income per share in the prior comparable period.

Was positively impacted by a one-time gain on the sale of our BAML business, which was affected on a tax-free basis.

Adjusted EBITDA for the second quarter of 2026 was $120.7 million, up 4% from $116.1 million in the second quarter of 2025.

We believe that our adjusted EBITDA reflects the normalized cash flow generation capability of the Willis Enterprise. Our adjusted EBITDA makes adjustments to our net income attributable to common shareholders for income tax expense, interest expense, preferred stock dividends and costs, loss on debt extinguishment, depreciation and amortization expense.

Stock-based compensation expense, write-down of equipment, acquisition financing, and divestitures-related expenses, and other discrete gains and expenses.

Net cash provided by operating activities year-to-date was $134.2 million, compared to $145.2 million in the comparable period of 2025. Fluxes with the prior period predominantly related to changes in net income. Losses on debt extinguishment, the net effect of gains on the sale of leased equipment and the gain on sale of our WAML business, and a period over period $18.4 million decrease in cash provided by changes in assets and liabilities.

On the financing and capital structure side of the business, the company issued.

In May, $200 million aggregate principal amount of 2.5% convertible senior notes due 2031. We utilize these proceeds, our first unsecured, to deliver our $1.75 billion revolving credit facility and to provide the business more flexibility to evolve its business strategy. The notes convert at a split-adjusted share price.

Of $89.60 per share, which represented a 40% premium at issuance and are immediately accretive to the P&L as we convert higher cost revolver leverage to lower coupon convertible debt.

We amended our revolving credit facility to allow for the convertible issuance under the document's covenant structure.

We also affected a three-for-one stock split to provide for incremental liquidity to our investor base, which became effective. On July 21, 2026. In May, we paid our 8th consecutive regular quarterly dividend, which was $0.40 per share. Subsequent to quarter end, our Board of Directors has declared our 9th consecutive recurring quarterly dividend, which is at a split-adjusted rate of $13.3 per share payable to holders at August 11th 2026 on August 21, 2026.

A recurring dividend provides shareholders with a moderate current cash yield on their investment while not degrading the strong cash flow of our business.

With respect to leverage, as defined as total debt obligations, net of cash and restricted cash, to equity, inclusive of preferred stock. Leverage was 2.78 times at the end of the second quarter of 2026. We have made significant strides over the last seven years to reduce leverage to position Willis to be able to access market opportunities when they become available, not unlike the $379 million leased aircraft and engine portfolio transaction we announced as a Q2 subsequent event in July. With that, I will hand the call back to Austin.

Thank you, Scott.

As you can see, we are delivering on our strategy to supplement our balance sheet leasing business with asset management. We're deploying capital in a steady, judicious way. With that, I'd like to open up the call for Q&A.

Thank you.

(Operator Instructions)

And we'll go to your first question.

And that will come from the line of Jordan Heimowitz with Philadelphia Financial.

Thanks, guys. Congrats on a great quarter. Can you talk a little bit about the assets you've put in the SPV and the mark on them and how it kind of highlights the undervaluation of the current marks on your balance sheet?

Hey, Jordan. Thanks for the question. I'll touch on the first part, and I'll ask Scott to talk to the second part. The composition of the portfolio broadly echoes what we have in our broader portfolio. So you're going to see it looking essentially like the portfolio on our own balance sheet. It's really not much different. And that was the point of the Blackstone Fund.

On the Liberty Mutual side, it's primarily finance leases or.

Or loans and loan-like products. So the few finance leases we had on our balance sheet, we migrated the majority of those over. And Scott, do you want to touch on the second point?

Sure. Sure. Hey, Jordan.

As you heard in their prepared remarks, we sold about $224 million of assets and recognized.

A $32 million gain on those assets. So that's 14.2%. I think as we've talked about the mark of the overall portfolio, and as we do this on an annual basis, we see that the overall portfolio is coming in at about 20% below the value that we have appraised. So the book value that we have is.

Theoretically, if one were to sell the overall portfolio and compare that to where the market value of the overall portfolio is based on industry appraisals, there'd be an embedded 20% gain.

But you also have to keep sorry, this is Austin again, you also have to keep in mind the granular nature of what we sell. Sometimes you're going to have some assets that have higher book values, some have lower book values, it's just going to depend upon what happens to get moved over.

But similar to AirCap, which has been a phenomenal story for a dozen years, they're getting similar levels of gains.

And again, not everything is comparable, but it's similar in that the asset is appreciated so much that the book value is inherently understated. Is that a fair, broadly, is that a fair statement?

I think that is and I also think kind of draw your attention to our spare parts and equipment sales and we did pick up on equipment sales a 50% or 49% gross margin on those. So to Austin's point, it's granular and you really have to look at the portfolio in its entirety.

And if I could just follow-up on one more quick thing. I mean, it's unfortunate that all the people that you've paid money to the underrate that convert to you have yet to pick up coverage, which is very disappointing. But hopefully that will happen. And my question is, when they do you think you'll be similar to what AirCap does in guiding to earnings without gains, or will they be with gains, or might it be some combination?

Well, I don't want to, Jordan, I don't want to get ahead of ourselves on guidance, but your point is taken.

Your next question will come from the line of Will Waller with M3.

Hi, guys. Can you talk about the capacity you see for the asset management business? And how that might grow in the future and the type of institutional demand you're seeing for those products, realizing there's kind of two different products with the Liberty Mutual product and the one that Blackstone invested in. So just kind of curious to hear if you're seeing additional demand for, the potential of future funds in future years and, what type of product mix it might be?

Hey, Will, this is Austin. Thanks for the question.

The answer is yes, we are seeing a lot of demand for the product. Since we closed on the funds, we've received a lot of inbounds from institutional investors looking to replicate that. Our focus for the time being is deploying the capital that we've raised.

But I think I mentioned this in a previous earnings call.

The two discretionary funds we raised, it's not a one-off for us. This is not intended to be sort of a one-off sidecar. This is a genuine long-term asset management strategy.

So our intention is to deploy the capital in these two funds and then go out and raise additional larger funds in the future. Really relying on our platform to deliver a premium return to the investors.

Great, that sounds great. And then a second question for you is historically long-term leases versus the short-term lease mix was around 50% with the sort of uncertainty that exists in the aviation market with higher fuel prices. Has there been a shift at all to shorter-term leases or is that mix still around 50%?

It's still around 50%. The term of our leases is a little bit shorter than it was last year, but I wouldn't attribute that to anything really in particular.

It's still about 50-50.

Okay, so you haven't seen kind of a change in the last two months or something with as new leases are being originated or as leases are coming due that there's a demand for a lot shorter term lease that we'd kind of heard at a conference recently on a panel that was the case in the industry. But it sounds like you're probably not seeing that same trend or maybe we heard that incorrectly?

Well, I'd say not really, but I will say that, look, there's long-term and short-term in terms of the duration that the assets on lease, and then there's long-term and short-term in terms of the redelivery conditions and how that's structured.

We are seeing more of our leases going out on long-term conditions, but that's largely a byproduct of us just modernizing our portfolio.

Okay, that makes sense.

Well, thanks a lot. I appreciate it.

You bet. Thanks for the question, Will.

And it appears there are no further questions at this time.

Mr. Austin, I will turn the call back to you for any closing or additional remarks.

Thank you, operator. Before we conclude today, I wanted to highlight that we will attend Deutsche Bank's 16th Annual Aviation Forum, which will be held in New York the second week of September following Labor Day. We hope to see many of you there. We appreciate everybody giving us their time today, and we'll speak to you again in the fall. Bye-bye.

This concludes today's call.

Thank you for your participation. You may now disconnect.