Air Lease: Results of Operations and Financial Condition – Form 8-K

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UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

April 19, 2022

Postponement date

(Date of first reported event)

AIR LEASE COMPANY

(Exact name of the declarant as specified in its charter)

Delaware 001-35121 27-1840403

(State or other jurisdiction of

incorporation)

(commission file number)

(IRS employer identification

Nope.)

2000 Star Avenue, Suite 1000N

Los Angeles, California

90067
(Address of main executive offices) (Postal code)

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

Not applicable

(Former name or address, if changed since last report.)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange listed on

Class A common shares AL New York Stock Exchange
6.150% Fixed to Floating Rate Non-Cumulative Perpetual Preferred Shares, Series A AL PRA New York Stock Exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growing business ☐

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

The information contained in point 2.06 of this current report on form 8-Kis incorporated by reference into this Section 2.02.

Item 2.06.

Material deficiencies.

The United States, the European Union, the United Kingdom and others have imposed, and may continue to impose, economic sanctions and export controls against certain industrial sectors and parties in Russia under the ongoing conflict between Russia and Ukraine. As previously disclosed, Air Lease Corporation (the “Company”) had approximately 3.4% of its net book value fleet leased to customers in Russia as of March 31, 2022.

In response to the sanctions, the Company terminated the lease of all aircraft leased to Russian airlines. The Company has determined that the Company is unlikely to repossess the aircraft that have not been returned and remain in Russia, representing 21 aircraft in the Company-owned fleet and six aircraft in the company-managed fleet. the society. On April 19, 2022, in connection with the preparation and review of the Company’s quarterly financial statements for the quarter ended March 31, 2022, the Company determined that it expects to record a writeof its interests in its owned and managed fleet that remain in Russia, totaling approximately $802.4 million. The Company does not expect the writeof these assets will result in significant future cash outlays for the Company. The Company is vigorously pursuing insurance claims to recover losses related to these aircraft.

The Company’s financial information provided in this report is an estimate and subject to change. The Company’s financial closing procedures for the quarter ended March 31, 2022 have not yet been completed and there can be no assurance that the Company’s final results for such period will not differ from these estimates.

Forward-looking statements

This current report on the form 8-Kcontains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the Company’s current expectations or forecasts of future events. All statements in this current report other than statements of historical facts are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company’s expectations and beliefs regarding its operations, financial performance, asset write-offs, recoverability of aircraft in Russia and the outcome of any insurance claims. These forward-looking 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 due to the following factors, among others: the extent to which the Russian invasion of Ukraine and the impact of the sanctions imposed by the United States, the European Union, the United Kingdom and other countries affect the activities and the financial situation , results and cash flows of the Company; the Company’s inability to generate sufficient returns on its aircraft investments through strategic acquisitions and profitable leases; changes in the value and lease rates of the Company’s aircraft, including due to oversupply of aircraft, manufacturers’ production levels, inability of lessees to maintain the Company’s aircraft and other factors beyond the control of the Company; deterioration in the financial condition and liquidity of the Company’s tenants, including due to defaults and tenant reorganizations, bankruptcies or similar proceedings; the failure of the Company’s lessees to adequately insure its aircraft or to fulfill their contractual indemnification obligations to the Company; increased tariffs and other trade restrictions; changes in the regulatory environment, including changes in tax laws and environmental regulations; and other events affecting the Company’s business or the business of its lessees and aircraft manufacturers or their suppliers that are beyond the Company or their control, such as the threat or occurrence of epidemic diseases in addition to COVID-19[FEMALE[FEMININEnatural disasters, terrorist attacks, war or armed hostilities between countries or non-stateactors; and additional factors discussed in “Part I – Item 1A. Risk Factors”, in the company’s annual report on form 10-Kfor the year ended December 31, 2021 and other documents filed by the Company with the Securities and Exchange Commission.

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 the Company does not intend and undertakes no obligation to update any forward-looking information to reflect actual results, events or circumstances. after the date the statement is made or to reflect the occurrence of unforeseen events.

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